{"id":42600,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/nfl-interactive-media-rights-agreement-nfl-enterprises-lp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"nfl-interactive-media-rights-agreement-nfl-enterprises-lp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/nfl-interactive-media-rights-agreement-nfl-enterprises-lp.html","title":{"rendered":"NFL Interactive Media Rights Agreement &#8211; NFL Enterprises LP, America Online Inc., CBS Broadcasting Inc. and SportsLine.com Inc."},"content":{"rendered":"<pre>\n================================================================================\n\n\n\n\n\n\n\n\n\n\n                     NFL INTERACTIVE MEDIA RIGHTS AGREEMENT\n\n                                      among\n\n                             NFL ENTERPRISES, L.P.,\n\n                                       and\n\n                              AMERICA ONLINE, INC.,\n\n                             CBS BROADCASTING INC.,\n\n                              SPORTSLINE.COM, INC.\n\n\n\n\n\n                      -------------------------------------\n\n                            Dated as of July 6, 2001\n\n                      -------------------------------------\n\n\n================================================================================\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n                     NFL INTERACTIVE MEDIA RIGHTS AGREEMENT\n\n      This NFL Interactive Media Rights Agreement (the \"Agreement\") is made as\nof this 6th day of July, 2001 (hereafter the \"Effective Date\") by and among:\n\n      A. NFL Enterprises, L.P., a Delaware limited partnership (\"NFLE\");\n\n      B. CBS Broadcasting Inc., a New York corporation (\"CBS\");\n\n      C. America Online, Inc., a Delaware corporation (\"AOL\"); and\n\n      D. SportsLine.com, Inc., a Delaware corporation (\"SportsLine\").\n\n      SportsLine, CBS and AOL are collectively the \"Interactive Parties.\" NFLE,\nCBS, SportsLine and AOL are each individually a \"Party\" and are collectively the\n\"Parties.\"\n\n                                R E C I T A L S :\n\n      (1) NFLE operates certain Websites (as defined herein) featuring Content\nrelating to the National Football League and its Member Clubs (as defined\nherein) (collectively the \"NFL\"); and\n\n      (2) NFLE owns or has the commercial right to license certain trademarks,\nservice marks, logos, and certain copyrights and other intellectual property\nrights in valuable content, in each case relating to the NFL; and\n\n      (3) NFLE proposes to grant or to cause NFL Productions LLC, a Delaware\nlimited liability company (\"NFL Productions\") and\/or National Football League\nProperties, Inc., a California corporation (\"NFLP\") to grant to the Interactive\nParties, as applicable, subject to the terms and conditions of this Agreement,\ncertain intellectual property and other contract rights in connection with the\nonline properties of NFLE and certain other emerging technologies as specified\nherein in exchange for the rights and benefits specified herein; and\n\n      (4) the Interactive Parties propose to assume certain associated\nobligations (in each case as more fully defined herein); and\n\n      (5) the rights to be granted and obligations assumed by NFLE and the\nInteractive Parties, as applicable, consist of the following categories, in each\ncase subject to the terms, conditions and limitations more specifically set\nforth herein, and in connection therewith the Parties acknowledge that the\ncategories set forth in the recitals are intended for purposes of reference only\nand that the more specific provisions referenced therein shall control:\n\n(A)   Intellectual Property Rights and Obligations.\n\n(1)      the exclusive right and obligation to produce, host, distribute and\n         design and display the NFL.com, Superbowl.com, NFLEurope.com,\n         PlayFootball.com Websites and the Customized Sites (as defined herein)\n         (collectively, and including for the avoidance of doubt the Co-branded\n         Areas, the \"NFL Sites\"), as set forth in Section 1 (the \"Hosting and\n         Production Rights\");\n\n                                       1\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n(2)      the exclusive right to receive from NFLE and to exploit, in each case\n         in the field of use specified herein, certain trademarks, service\n         marks, logos, copyrighted material, information, images and other\n         intellectual property associated with the production of the NFL Sites\n         and the exercise of the other rights granted herein, as set forth in\n         Section 2 (the \"NFL Contributed Content Rights\");\n\n(3)      the agreement by NFLE not to permit the licensing of NFL Content or\n         grant certain other rights to certain third parties specified in the\n         Agreement, as set forth in Section 3 (the \"Internet Exclusivity\n         Rights\");\n\n(4)      certain rights relating to the Member Club Websites included in the NFL\n         Internet Network, as set forth in Section 4 (the \"NFL Internet Network\n         Rights\");\n\n(5)      the rights to produce and use the Marks in connection with, certain\n         interactive Fantasy Football Products and other related online fantasy\n         applications on the NFL Sites, as set forth in Section 5 (the\n         \"Interactive Game Rights\");\n\n(6)      the rights to use certain NFL Content in the online and offline\n         promotion of the NFL Sites, as set forth in Section 6 (the \"NFL.com\n         Promotional Rights\");\n\n(7)      the rights to use certain NFL Content in the online and offline\n         promotion of AOL and SportsLine products and services, as set forth in\n         Section 7 (the \"NFL Party Sponsorship Rights\"); and\n\n(8)      limited rights to certain NFL Content on the Websites of SportsLine and\n         AOL, as set forth in Section 8 (the \"Interactive Party Content\n         Rights\"); and\n\n(B)   Financial Rights and Obligations.\n\n(1)      the obligation to fund the production and hosting of the NFL Sites in\n         accordance with annual budgets agreed among the Parties, as set forth\n         in Section 9 (the \"Production Expense Funding Obligations\");\n\n(2)      certain revenue and related rights and associated obligations, in\n         particular with respect to advertising placement and sponsorship\n         designations with respect to pre-existing NFLE online contractual\n         relationships, in each case subject to third party consent rights, as\n         set forth in Section 10 (the \"Backlog Rights\");\n\n(3)      the rights to sell and derive revenues from the sale of online\n         advertising and sponsorships arising out of the operation and content\n         of the NFL Sites as contemplated herein, as set forth in Section 11\n         (the \"Advertising and Sponsorship Sales Rights\");\n\n(4)      the rights to receive certain amounts generated by NFLE's e-commerce\n         activities on the NFL Sites subject to certain pre-existing NFLE online\n         contractual relationships and third party consent rights, as set forth\n         in Section 12 (the \"Online Commerce Rights\");\n\n(5)      subject to mutually agreed privacy policies, joint rights to exploit\n         all NFL Sites User Data (as defined herein) for merchandising,\n         direct-marketing, and other e-commerce purposes in each case, *** as\n         set forth in Section 13 (the \"Database\/Direct Marketing Rights\");\n\n(6)      the rights to receive a portion of the profits generated by NFLE's\n         exploitation of, and certain blocking rights with respect to, certain\n         new media rights described herein, as set forth in Section 14 (the\n         \"Emerging Media Rights\");\n\n                                       2\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n(7)      the obligation to make certain payments and provide certain other\n         consideration to NFLE for the rights and benefits granted hereunder, as\n         set forth in Section 15 (the \"Rights Fee Obligations\"); and\n\n(8)      the right of all Parties to participate in certain revenues generated\n         through the exploitation of the NFL Sites, as set forth in Section 16;\n         and\n\n(C)   Other Rights and Obligations.\n\n(1)      certain cross-promotional rights between NFLE and the Interactive\n         Parties as set forth in Section 17 (the \"Party Cross-Promotional\n         Rights\");\n\n(2)      ***;\n\n(3)      ***;\n\n(4)      the rights to receive reporting credit for the NFLE site traffic and\n         Club site traffic, as set forth in Section 20 (the \"Traffic Reporting\n         Arrangements\");\n\n(5)      the rights to receive certain hospitality benefits, as set forth in\n         Section 21 (the \"Hospitality Rights\"); and\n\n(6)      each and all of the other rights and obligations of NFLE and the\n         Interactive Parties as set forth in this Agreement and not specified\n         above.\n\n      NOW, THEREFORE, in consideration of the foregoing premises and the mutual\ncovenants and obligations set forth herein, the receipt and sufficiency of which\neach are hereby acknowledged, NFLE and the Interactive Parties hereby agree as\nfollows:\n\n      1. Hosting and Production Rights and Obligations. NFLE grants to\nSportsLine the exclusive worldwide right and, subject to the limitations and\nconditions of the Budget (as defined herein) as contemplated in Section 9 and\nSection 16 and the Content Plan (as defined herein and attached hereto as\nExhibit C), SportsLine accepts and assumes the obligation to design, develop,\nfund, produce, perform, host, display and distribute online, and maintain, the\nEnglish language versions of the NFL Sites, all in accordance with the terms of\nthis Agreement.\n\n      1.1 Production Requirements.\n\n            (a) Production Quality: SportsLine shall ensure that the NFL Sites\n      shall be of high quality and shall initially be of a quality and technical\n      sophistication that is at least comparable to the current NFL Sites in\n      terms of overall appearance, production quality, content and features,\n      ease of use and innovation. Subject to the Budget, SportsLine shall\n      periodically update and keep the NFL Sites current *** during the Term (as\n      defined in Section 24). Without limiting the generality of its\n      responsibilities under this Section, SportsLine shall, subject to the\n      Budget as set forth in Section 9:\n\n                  (i) use commercially reasonable efforts to ensure that the\n            quality of the NFL Sites is consistent ***;\n\n                  (ii) ***;\n\n                  (iii) cause the operation of all pages on the NFL Sites to\n            conform to the service level and quality commitments with respect to\n            the operation of the NFL Sites set forth in Exhibit A;\n\n                                       3\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n                  (iv) use its commercially reasonable efforts to coordinate\n            with NFLE and NFLE's current production and hosting partner to\n            ensure a seamless hand-over of production and hosting responsibility\n            to SportsLine for the NFL Sites, such that any down time and user\n            impact is minimized; and\n\n                  (v) cause the Generally Available Sites (as defined below) to\n            comply with the NFL Terms and Conditions for Usage set forth in\n            Exhibit Q as such terms may be amended from time to time hereafter,\n            subject to SportsLine's approval which shall not be unreasonably\n            withheld or delayed.\n\n      (b) Staffing: SportsLine anticipates that staffing requirements will\nfluctuate throughout the NFL Season and the remainder of the Budget year. To\nensure that SportsLine can produce the NFL Sites in accordance with the Content\nPlan, SportsLine will dedicate *** people who will be responsible for managing\nthe content, editorial, art work, community\/chat, audio and video production,\nmultimedia, applications development and other features contemplated to be\nincluded on the NFL Sites in accordance with the Content Plan (\"Dedicated\nPersonnel\"). In addition, SportsLine will hire dedicated NFL Sites management\npersonnel *** (the \"NFL Sites Managers\"). During each applicable NFL Season,\nSportsLine will have a minimum of *** Dedicated Personnel and the *** NFL Sites\nManagers. Beyond these Dedicated Personnel, SportsLine will allocate on an\nas-needed basis its existing operations staff (\"Non-Dedicated Personnel\") to\nensure that the NFL Sites benefit from the best personnel at SportsLine's\ndisposal and provide expertise in areas including technical system operations,\nnetworking, content management systems, automated content processing, initial\nuser interface design, content presentation applications (server- and\nclient-side), sales, sales support services, business development and legal\naffairs. SportsLine shall ensure that all production staff and personnel possess\nthe requisite professional qualifications, and work experience developing and\nsupporting the technologies and platforms being utilized for the NFL Sites, to\nensure the full and timely performance of SportsLine's production obligations\nhereunder. ***\n\n      (c) Subcontracting: SportsLine may outsource certain production\nobligations for discrete applications on the NFL Sites; subject to the following\nconditions:\n\n      ***\n\n      (d) Customized AOL Sites: SportsLine shall have the right and obligation\nto produce the Customized Sites in compliance with the AOL Carriage Terms and\nthis Agreement. The Customized Sites and the Content thereon shall be the\nGenerally Available Sites, subject to the requirement that the Customized Sites\ncomply with the AOL Carriage Terms, including the advertising and transactions\nstandards (the \"ATS\"), the Commerce Terms, the Operating Standards, the Online\nTerms, each as attached to the AOL Carriage Terms and subject further to the\nframing of the pages of the Customized Sites with the AOL Frames. SportsLine\nagrees that it shall comply with its obligations set forth in the AOL Carriage\nTerms in connection with the production by SportsLine of the Customized Sites.\n***\n\n      (e) No Rights to Charge Fees. SportsLine shall not charge any fees,\nincluding subscription fees, to end-users for access to any of the NFL Sites or\nany Content thereon. NFLE shall not have the right to impose subscription or\nother access fees for any NFL Content appearing on the NFL Sites or any portion\nthereof other than as provided with respect to Emerging Media Rights pursuant to\nSection 14 hereof.\n\n                                       4\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n1.2   Site Content, Layout, Development, and Approvals.\n\n      (a) Content Plan: SportsLine and NFLE have mutually agreed upon the\ndetailed content plan (the \"Content Plan\"), attached as Exhibit C hereto,\ncovering the appropriate overall concept and design elements, layouts, branding,\ncontent, cross-promotional and other specifications necessary to permit\nSportsLine to produce and host each and all of the NFL Sites (including WAP\npages of NFL.com as provided in the Content Plan).\n\n      (b) Revisions to Content Plan: SportsLine shall comply with the approved\nContent Plan and shall ensure that all design elements, layouts, branding,\neditorial material, graphics, trademarks, logos and other Content (collectively,\nthe \"Site Elements\") are inserted and hosted on the NFL Sites in accordance with\nthe Content Plan. The Content Plan shall be updated and revised from time to\ntime as may be reasonably requested by SportsLine or NFLE and subject to Section\n9. NFLE shall have the right, in consultation with AOL and SportsLine, to\nrequire SportsLine, subject to the Budget and Section 9.6, to undertake major\nupdates or revisions (e.g., redesign of the layouts or substantial redeployment\nof Content elements or features) of the Content Plan, but not more than once per\nNFL Season (and in all events prior to May 15 preceding the applicable NFL\nSeason) unless SportsLine otherwise consents, which consent shall not be\nunreasonably withheld or delayed. SportsLine shall submit any proposed format or\noverall content changes to NFLE for its prior approval in the form of an update\nto the Content Plan.\n\n      (c) NFLE Approval and Removal Authority: The Parties acknowledge and agree\nthat NFLE has and shall retain during the Term the absolute and final editorial\ncontrol and authority, and rights of pre-approval, in each case in its sole\ndiscretion, over the Site Elements included in the Content Plan and\/or displayed\non the NFL Sites. In addition to NFLE's rights with respect to advertising and\nsponsorship set forth below, NFLE has the right to require SportsLine to remove\nfrom any NFL Site, immediately (or as soon as technologically feasible without\ncausing material interference with the overall display, hosting, operation and\nperformance of the NFL Sites):\n\n            (i) any Site Elements that were not previously approved as part of a\n      Content Plan (including, for the avoidance of doubt, any individual or\n      detailed Site Elements not expressly contemplated in the Content Plan);\n\n            (ii) any Site Elements previously and specifically approved as part\n      of a Content Plan the display of which the NFL subsequently determines ***\n      would be detrimental to or inconsistent with the image or reputation of\n      the NFL or professional football; or\n\n            (iii) any Site Elements that NFLE *** determines would: (A) violate\n      applicable law or the privacy or intellectual property rights of any third\n      party; or (B) be libelous or defamatory.\n\nWithout limiting the ultimate authority of NFLE to require the removal of such\nSite Elements, NFLE shall: (x) consider but shall in no circumstances be\nobligated to comply with the reasonable requests by the Interactive Parties for\nthe temporary continued display and hosting of any such Site Elements or for an\nequitable adjustment thereof to the Interactive Parties, taking into\nconsideration the circumstances and harm arising from the continued production,\ndistribution and display of any such previously approved Site Element (as such\nharm is perceived by NFLE in its sole but good faith discretion); and (y)\nconsider the impact on the Parties' obligations or any advertiser or sponsor of\nany of the NFL Sites in requiring the removal of a previously approved Site\nElement pursuant to clause (ii) above. In the case of advertisements sold by the\nInteractive Parties which were, at the time they were sold or committed to,\npermitted under the applicable ATS and not otherwise prohibited under clause\n(ii) above, but which NFLE subsequently requires be removed pursuant to such\nclause (ii), NFLE shall pay in cash to SportsLine, on behalf of the Interactive\nParties, as Gross Revenues the remainder of the sums due under\n\n                                       5\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nthe agreements for such advertisements as Gross Revenues; provided that the\nunderlying agreements for such advertising have terms of *** and contains a\ntermination right for such Interactive Party on not more than *** days notice.\nFor the avoidance of doubt, the Interactive Parties acknowledge that the failure\nby SportsLine to comply with the take-down provisions of this Section 1.2 shall\nconstitute a material breach of this Agreement.\n\n      (d) Approval Process: NFLE and the Interactive Parties shall develop a\nreasonable and appropriate consultative process to facilitate the development\nand preliminary review of each of the seasonal updates of the Content Plan and\nthe associated editorial strategy, in each case prior to their submission to\nNFLE for final approval. AOL's right to consultation shall relate to the\nimplementation of plans or editorial strategies which affect AOL's revenue\nsharing rights provided for herein. The process shall, at a minimum, require\nthat SportsLine submit the overall content plans, advertising campaigns and\nlayout proposals for the NFL Sites to NFLE for pre-approval prior to final\ndevelopment. Approvals of the final proposed seasonal updates to the Content\nPlan, including editorial strategy and Site Elements, shall be managed according\nto reasonable timelines agreed among the Parties. Without limiting the\ngenerality of the foregoing, unless otherwise mutually agreed by the Parties,\nNFLE shall use its commercially reasonable efforts to respond to proposals from\nSportsLine (i) regarding seasonal updates or other material revisions to the\nContent Plan and associated Site Elements within *** business days and (ii)\nregarding revisions to specific or individual Site Elements, within *** business\ndays to proposals regarding revisions to specific or individual Site Elements,\nin each case providing in reasonable detail the basis for such non-approval.\nNFLE acknowledges that SportsLine may in certain circumstances have a legitimate\ncommercial need to obtain more prompt approvals with respect to the Site\nElements, and NFLE shall use its commercially reasonable efforts to respond to\nsuch urgent requests during the same business day. The Parties shall develop and\nagree upon guidelines for a review and revision process for any Content Plan\nupdates and\/or Site Elements that are not approved by NFLE. The agreed process\nshall require NFLE to use its commercially reasonable efforts to respond\npromptly to SportsLine's proposed revisions to the Content Plan or Site\nElements. Within *** days after the execution of this Agreement, NFLE shall\ndesignate *** contacts who have the authority to grant the approvals referred to\nin this Section 1.2(d). NFLE shall provide written notice to SportsLine if it\nchanges these contacts.\n\n      (e) Advertising Prominence: Subject to Section 11 (including without\nlimitation the required compliance with the AOL Carriage Terms in respect of the\nCustomized Sites) and to the production quality standards set forth in Section\n1.1(a), SportsLine shall sell and display advertising units on the NFL Sites;\nprovided that ***. The Parties further agree that the NFL Sites shall in no\nevent ***. Notwithstanding the foregoing, the Parties acknowledge that the\nproposed mock-up of the NFL.com homepage, attached as Exhibit D-1 hereto\nrepresents the mutually agreed level of commercialization on the NFL.com\nhomepage, and that advertising and commercialization of such homepage shall not\nbe more prominent or densely presented without the consent of NFLE and\nSportsLine.\n\n      (f) Trademark and Content Guidelines: All NFL-trademarked Content\ndeveloped by the Interactive Parties, and all uses of NFL Content (including\nwithout limitation NFL Contributed Content) by the Interactive Parties pursuant\nto this Agreement, shall comply with the NFLE trademark and content ownership,\nusage and approval policies attached as Exhibit E hereto (the \"Trademark and\nContent Guidelines\").\n\n      (g) Transfer of DNS Administration: During the Term, SportsLine shall be\nlisted as the technical contact and the authoritative DNS servers for all\nassociated domains for the NFL Sites, and NFLE shall, within five (5) business\ndays following the execution of this Agreement, direct the registrar of the\ndomains for the NFL Sites to designate SportsLine as the technical contact and\nthe authoritative DNS for such domains. NFLE shall provide assistance as may be\nrequested by SportsLine in connection with the application process for, and in\nadministering, the NFL Sites domains during the Term.\n\n                                       6\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      1.3 Editorial Strategy.\n\n            (a) Complementary Presentation and Editorial Strategy: ***\n\n            (b) Co-branded Strategy: SportsLine and NFLE shall develop\n      complementary editorial strategies on their respective Websites in an\n      effort to minimize the duplication of the content and editorial offerings\n      made on the NFL Sites and increase the flow of traffic between the NFL\n      Sites and the CBS SportsLine Website; provided that the foregoing shall\n      not obligate AOL to modify, delete, adapt or change in any way any Content\n      on the AOL Network. ***\n\n      The NFL Co-branded Areas shall feature a \"look and feel\" consistent with\n      the applicable NFL Sites Look and Feel in terms of framing, layout and\n      interactivity, and the NFL Co-branded Areas shall be hosted on an NFL.com\n      domain. Pages in the NFL Co-branded Areas shall be substantially similar\n      in terms of branding, layout and design to those mock-up pages reproduced\n      in Exhibit D-2. NFLE and SportsLine acknowledge and agree that the\n      following are not NFL Co-branded Areas, and, accordingly, not subject to\n      this Section 1.3(a): ***\n\n            (c) Relationship with NFL Broadcast Partners: *** ***\n\n            (d) Superbowl.com Site: *** SportsLine and NFLE shall update the\n      proposed content and promotional program for Superbowl.com each year.\n      SportsLine and NFLE shall negotiate in good faith and use their\n      commercially reasonable efforts to agree to a jointly-developed content,\n      co-branding and promotional plan with the broadcast partner for each\n      Superbowl during the Term.\n\n            (e) AOL Superbowl Information: ***\n\n            (f) CBS Superbowl Information: CBS agrees that it shall not create a\n      separately identifiable Website providing coverage of the Super Bowl, and\n      that the homepage of any CBS Sports or other CBS area related to the\n      Superbowl shall feature prominent links to Superbowl.com (and may also\n      incidentally contain links to other CBS Content relating to the\n      Superbowl). Nothing in the preceding sentence prohibits CBS from having\n      Content regarding the Superbowl on the CBS.com Website or its online\n      network.\n\n      1.4 Domains. SportsLine shall cause NFL.com, Superbowl.com, NFLEurope.com\nand Playfootball.com to be accessible via the Internet at the following domains\nand associated URLs: nfl.com, superbowl.com, nfleurope.com and playfootball.com,\nrespectively (such domains and associated URLs together with other domains and\nURLs owned or otherwise used by the NFL shall be referred to as the \"NFL\nDomains\"). Subject to the terms and conditions of this Agreement, NFLE grants to\nSportsLine, solely during the Term, the right to use the NFL Domains currently\nused for NFL.com, Superbowl.com, NFLEurope.com and PlayFootball.com solely for\nthe purpose of making the corresponding NFL Sites accessible via the Internet in\naccordance with this Agreement and in a manner approved by NFLE, such approval\nnot to be unreasonably withheld. NFLE expressly reserves all right to the NFL\nDomains that are not expressly granted herein. The Interactive Parties shall not\nregister any trademarks, service marks or domains that are similar to the NFL\nDomains or that include any NFL or NFL Member Club (defined herein) marks or\nnames without NFLE's prior written approval. Upon NFLE's reasonable request upon\nthe termination or expiration of this Agreement, SportsLine shall take all\nreasonably necessary actions to facilitate NFLE's use of the NFL Domains that\nwere licensed to SportsLine during the Term. For the purposes of this Agreement,\n\"Member Clubs\" shall mean the professional football teams currently comprising\nthe NFL together with any other professional football teams admitted as members\nof the NFL after the Effective Date.\n\n                                       7\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      1.5 Domain Name Operational Language. For purposes of this Section 1.5,\nthe following terms have the following meanings: \"Access Code\" means each\nusername, password, or other code for access to the Account. \"Account\" means the\naccount of NFLE (or its applicable affiliate) with the Registrar pertaining to\neach Domain Name. \"Domain Name\" means the domain name for each NFL Domain.\n\"Registrar\" means the registrar, accredited by the Internet Corporation for\nAssigned Names and Numbers or its successor, with which each Domain Name is\nregistered. \"Technical Contact\" means the Technical Contact for each Domain Name\nas defined by, and registered with, the Registrar.\n\nExcept with advance written authorization by NFLE, SportsLine shall not change\nany Access Code, change any record of the Registrar relating to any Domain Name\nor Account, transfer registration of any Domain Name to any other domain name\nregistrar, or register any Domain Name or any confusingly similar domain name\nwith any registrar anywhere in the world. If, with advance written authorization\nby NFLE, SportsLine changes any Access Code, SportsLine contemporaneously shall\nprovide NFLE with the changed Access Code. Under no circumstance shall\nSportsLine identify itself to the Registrar or any other person as the owner of\nany Domain Name. When NFLE designates SportsLine as Technical Contact for the\nDomain Names pursuant to Section 1.2(g), SportsLine, at its expense, shall\nprovide all reasonable assistance and cooperation requested by NFLE in\ntransferring the responsibilities of Technical Contact from SportsLine's\npredecessor as Technical Contact to SportsLine and from SportsLine to a\nsuccessor Technical Contact, if any, designated by NFLE. If NFLE so requests,\nSportsLine immediately shall surrender access to any Account and shall cooperate\nwith NFLE at SportsLine's expense in removing SportsLine as Technical Contact\nfor any Domain Name.\n\n      2. License to NFLE Contributed Content for Production, Hosting and\nDisplay.\n\n      2.1 License Grant. Subject to the terms and conditions of this Agreement,\nNFLE grants to SportsLine in respect of the NFL Sites *** a worldwide,\nnon-transferable limited purpose (as set forth below) license to display,\ndistribute, host, modify (except as set forth in Exhibit E), perform, reproduce,\nstore, transmit, and otherwise use, solely during the Term (except as otherwise\nexpressly provided herein) and solely in the field of use specified in Section\n2.2 and, with respect to SportsLine, solely for the purpose of performing its\nobligations hereunder, the NFL Sites, elements of NFL Content and associated\nintellectual property rights specified in this Section 2 (such NFL Content and\nassociated intellectual property rights as more specifically defined in Section\n2.4 hereof, the \"NFL Contributed Content\"). The licenses granted pursuant to\nthis Section 2.1 shall be exclusive as and to the extent provided in Section 2.2\nhereof. Notwithstanding the foregoing, SportsLine shall not modify in any\nsubstantive way (as opposed to technical formatting necessary for display) any\nNFL Contributed Content without NFLE's prior written approval. ***\n\n      2.2 No Rights to Sublicense. Except as otherwise expressly provided herein\nor as NFLE may otherwise agree in writing, the license rights granted under this\nSection 2 do not include any right to sublicense the NFL Contributed Content or\nany portion thereof, ***\n\n      2.3 Exclusivity and Field of Use. SportsLine hereby agrees that the field\nof use for which NFLE is granting license rights pursuant to this Section 2.2 is\nlimited to, and that the NFL Sites and the NFL Contributed Content shall\naccordingly be used by SportsLine pursuant to the license granted under this\nSection 2, only for purposes of the production, hosting, and online display and\ndistribution of the NFL Sites as contemplated in Section 1 in the English\nlanguage. *** The grant of such license rights to NFL Contributed Content does\nnot constitute a transfer of ownership or other rights or title to or interest\nin such NFL Contributed Content, and none of SportsLine, AOL (or any AOL Member)\nor CBS shall have any rights of use in or ownership of such NFL Contributed\nContent except as expressly provided in this Agreement.\n\n      2.4 Definition and Scope of NFL Contributed Content. The NFL Contributed\nContent Rights granted to SportsLine (and to AOL in respect of the Customized\nSites) shall consist of the license rights granted in Section 2.1 hereof to the\nfollowing types of Content and branding to be displayed on NFL Sites in\naccordance with the \n\n                                       8\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nContent Plan, and NFLE agrees that such NFL Contributed Content (other than\nstreaming audio as set forth below) shall in no event consist of a less\ncomprehensive package of Content than the level of NFL Contributed Content\ndisplayed on the NFL Sites during the most recent year prior to the date of this\nAgreement:\n\n            (a) Real-time scoring;\n\n            (b) Statistics;\n\n            (c) Still photo highlights;\n\n            (d) Streaming audio (subject to NFLE obtaining the rights therefor\n      on commercially reasonable terms from any third party holding such rights\n      and failing which NFLE shall work in good faith with the Interactive\n      Parties to provide other Content of a reasonably comparable value);\n\n            (e) Graphics;\n\n            (f) Text;\n\n            (g) Subject to Section 2.5, mutually agreed level of streaming video\n      programming and\/or archived video content, but in no event less than the\n      level of NFL Contributed Content displayed on the NFL Sites during the\n      most recent year prior to the Effective Date;\n\n            (h) the Marks; and\n\n            (i) Such other available NFL Content developed by NFLE and its\n      affiliates from time to time, as may be mutually agreed in writing by NFLE\n      and SportsLine to be included among the NFL Contributed Content.\n\n      2.5 NFL Contributed Content Exclusions. In no event does the term NFL\nContributed Content include the television or other video system broadcast,\ntransmission, retransmission or other distribution of (i) a compressed version\nof an NFL game (meaning a version displaying primary playing time compressed in\na shorter format); (ii) a complete NFL football game; or (iii) any portion of\nany NFL game at any time during the applicable blackout window for such game\nunder NFLE's existing or future television contracts (any such video broadcast,\ntransmission, retransmission or other distribution of a game (or portion thereof\nduring a blackout window) is collectively referred to as an \"NFL Game\"). Under\nno circumstances is any Interactive Party granted pursuant to this Agreement any\nrights across any distribution platform in respect of an NFL Game.\n\n      2.6 Facilitation of SportsLine Content Development. NFLE shall procure\nreasonable access for SportsLine news and editorial personnel to NFL players,\ncoaches and League-level personnel, for purposes of interviews, online chats,\nand other access as outlined and approved in the Content Plan or as otherwise\nmay be approved by NFLE. NFLE shall be responsible for the costs and expenses of\nfulfilling its responsibilities under this Section 2.6 (e.g., payment of\nappearance fees); provided that NFLE shall not be responsible for any expenses\nof the Interactive Parties incurred in utilizing the access provided by NFLE\n(e.g., travel or other costs related to credentialed access to NFL Games) but\nsuch expenses may be recovered by SportsLine to the extent as provided in the\nBudget. For the avoidance of doubt, any Content or other materials produced as a\nresult of NFLE's performance of its obligations under this Section 2.6 shall be\ndeemed to be NFL Contributed Content.\n\n      2.7 NFLE Obligation to Produce and Deliver Certain NFL Contributed\nContent. NFLE shall procure at its own expense, and produce and deliver to\nSportsLine for insertion on the NFL Sites, the NFL Contributed Content specified\nin Exhibit G attached hereto. The NFL Contributed Content to be delivered to\nSportsLine by NFLE shall be delivered in mutually agreed formats suitable for\ninsertion on the NFL Sites. Except as provided \n\n                                       9\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nin this Section 2.7, NFLE shall be under no obligation to produce, format,\nprogram, edit or otherwise prepare any other NFL Contributed Content for\ndelivery to SportsLine in connection with the display of NFL Contributed Content\non the NFL Sites. With respect to any NFL Contributed Content to which\nSportsLine has rights hereunder but for which NFLE has no affirmative obligation\nto produce or deliver such NFL Contributed Content under this Section 2.7, NFLE\nshall provide its reasonable assistance to SportsLine in securing such NFL\nContributed Content as contemplated in the Content Plan, and SportsLine shall\ninclude the cost of acquiring, producing, formatting, programming and otherwise\nediting such NFL Contributed Content in its Budget.\n\n      2.8 Other Editorial Support. NFLE shall provide to SportsLine a level of\neditorial support (e.g., Content, personnel, etc.) consistent with the level of\neditorial support provided by NFLE with respect to the NFL Sites in the most\nrecent prior year to the date of this Agreement.\n\n      2.9 Rights Concerning Certain Potential Television Programming.\n\n            (a) ***\n\n            (b) ***\n\n            (c) ***\n\n      3. Exclusivity.\n\n      3.1 Grant of Exclusivity. Subject to the limitations set forth below and\nin Sections 3.3 and 3.4 hereof, NFLE agrees for the benefit of the Interactive\nParties not to use, license or otherwise grant rights to (or permit to be used,\nlicensed or granted) any NFL-owned or controlled Content or Marks (including\nwithout limitation any Content or Marks constituting NFL Contributed Content)\n(such broadly defined NFL-owned or controlled Content and the Marks,\ncollectively, being referred to herein as \"NFL Content\") for the purpose of\ndisplaying, performing, publishing or otherwise distributing such NFL Content in\na manner that:\n\n            (a) ***; and\n\n            (b) is intended for display and interaction primarily in the English\n      language.\n\nThe grant of exclusivity in this Section 3.1 is referred to herein as \"Internet\nExclusivity.\"\n\n      3.2 Limitations. Notwithstanding the generality of Section 3.1 (and for\nthe avoidance of doubt in respect of any grant of rights for certain\nnon-Internet technologies), NFLE's grant of Internet Exclusivity with respect to\nNFLE's rights to use or to license other users of NFL Content does not apply to\nthe use, licensing or other grant of rights to use of NFL Content in connection\nwith:\n\n            (a) each and all of the *** Websites (including private-label\n      affinity e-mail applications offered thereon); provided that such Websites\n      and the Content thereof shall be governed by the ***;\n\n            (b) the existing NFLE agreement relating to *** on the Internet with\n      *** (and any amendment or extension thereof); provided that (i) the\n      proceeds after costs continue to be donated to charity; (ii) with respect\n      to any amendment or extension thereof, the level of NFL Content rights\n      granted thereunder is not, without the approval of the Interactive\n      Parties, materially greater than the level of NFL Content as deployed\n      thereunder on such Website, in the most recent year prior to the Effective\n      Date; and (iii) that such NFL Content shall be licensed for use solely in\n      connection with the offerings of goods and services on ***;\n\n                                       10\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n            (c) ***\n\n            (d) the *** Website; provided that the level of NFL Content deployed\n      on such Website is not, without the approval of the Interactive Parties,\n      materially greater than the level of NFL Content as deployed on such\n      Website in the most recent year prior to the Effective Date;\n\n            (e) Websites within the *** contemplated by the agreement among ***;\n      provided that such Websites are operated subject to the applicable\n      restrictions of the ***, which include restrictions on sublicensing or\n      granting to third parties any rights to NFL Content;\n\n            (f) the *** Website; provided that the level of NFL Content rights\n      deployed on such Website is not, without the approval of the Interactive\n      Parties, materially greater than the level of NFL Content as deployed on\n      such Website in the most recent year prior to the Effective Date;\n\n            (g) any license or other transaction for the licensing or other\n      delivery of NFL Content only for the purposes set forth below in\n      connection with any one or more of the following (the \"Excluded\n      Technologies\"):\n\n                  (i) ***\n\n                  (ii) ***\n\n                  (iii) ***\n\n                  (iv) ***\n\n                  (v) ***\n\n                  (vi) ***\n\n                  (vii) ***\n\n                  (viii) ***\n\n            (h) any other Internet sites or areas currently within the ***, as\n      listed in Exhibit H attached hereto; provided that the level of NFL\n      Content rights deployed on such Websites is not materially greater than\n      the level of NFL Content deployed during the most recent year prior to the\n      date of the Agreement;\n\n            (i) the grant of limited rights to NFL sponsors, licensees, and\n      strategic partners for the use of NFL Content; provided that any such use\n      on the Internet is in each case:\n\n                  (i) ***\n\n                  (ii) ***\n\n                  (iii) ***\n\n                  (iv) ***\n\n            (j) any limited grant of NFL Content to NFLE's existing or future\n      over-the-air television broadcasters (whether digital or analog) or\n      television transmitter systems (e.g., broadcast, satellite or \n\n                                       11\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      cable) or radio broadcasters licensed by NFLE for use on their respective\n      Websites on the Internet; provided that such use is:\n\n                  (i) ***\n\n                  (ii) ***\n\n                  (iii) ***\n\n            (k) any license, grant of rights or other transaction for Emerging\n      Media Rights (as defined in Section 14.8), to the extent that such\n      license, grant or other transaction would otherwise be subject to the\n      grant of exclusivity in paragraph 3.1 hereof;\n\n            (l) the license granted pursuant to the *** and any renewal or any\n      amendment or successor agreement entered into in accordance with Section\n      12.1; or\n\n            (m) any grant of rights to which the Interactive Parties may\n      mutually agree in writing in their sole discretion.\n\nFor the avoidance of doubt, NFLE covenants that the level and nature of the\nContent for which use rights are granted in connection with the NFL Sites, in\nthe aggregate, shall be in all material respects at least equal to or better\nthan the level and nature of the Content distributed by NFLE, in the aggregate,\nthrough any NFLE Interactive Site, other than Websites set forth in (c), (g) and\n(k) of this Section 3.2, including without limitation, quality, breadth, depth,\ntimeliness, functionality and features. For the purposes of this Agreement,\n\"NFLE Interactive Site\" shall mean any interactive site or area ***.\n\n      3.3   Interactive Television.  ***  \n\n            (a) ***\n\n            (b) ***\n\n            (c) ***\n\n      3.4 NFLE Interactive Television Cooperation with the Interactive Parties.\n\n            (a) ***\n\n            (b) ***\n\n      4. NFL Internet Network Rights.\n\n      4.1 Right to Sell Portion of League Controlled Inventory. NFLE hereby\ngrants the Interactive Parties the right, and SportsLine assumes the obligation,\nto sell advertising for insertion and serving on League-controlled inventory on\nNFL Member Club Websites (\"Member Club Inventory\"), subject to the Member Club\nadvertising exclusivities and the other restrictions contained in the NFL\nInternet Network Resolution attached as Exhibit I hereto (and as modified or\notherwise provided in Section 4.3). NFLE shall use its good faith efforts to\nassist SportsLine in complying with and, where appropriate and available, in\nfacilitating opportunities to execute advertising sales with regard to\nLeague-controlled inventory on Member Club sites.\n\n                                       12\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      4.2 Contribution of Network Advertising Revenues to Gross Revenues. All\nrevenues from the sale of Member Club Inventory shall be considered Gross\nRevenues for purposes of Section 16.\n\n      4.3 Extension and Modification of League Network Resolution. The terms of\nthe NFL Internet Network resolution attached as Exhibit I hereto shall apply\nduring the Term, together with any non-substantive changes or other changes as\nmay be adopted by the Member Clubs hereafter; provided that such other changes\ndo not affect the rights or obligations of the Interactive Parties hereunder.\nNotwithstanding the foregoing, NFLE agrees that the NFL Sites shall continue to\ncontain pages with Content relating to individual Member Clubs that is\ncomparable to the level of Content contained in and through the \"Teams\" button\nappearing on NFL.com during the 2000-2001 NFL Season.\n\n      5. Interactive Game Arrangements.\n\n      5.1 License of Trademarks Rights for Fantasy Football Products on NFL\nSites Only. Subject to the terms and conditions of this Agreement, NFLE hereby\ngrants to SportsLine in respect of the NFL Sites *** a worldwide,\nnon-transferable, limited purpose (as set forth below), non-exclusive, personal\nlicense to display, distribute, host, modify (except as set forth in Exhibit E),\nperform, reproduce, store, transmit, and otherwise use during the Term the Marks\nsolely for purposes of producing, promoting, presenting, distributing and\ndisplaying and publicly performing online on the NFL Sites Fantasy Football\nProducts in accordance with this Agreement. For the purpose of this Agreement,\n\"Fantasy Football Products\" shall mean (a) *** (\"Fantasy Football Games\") and\n(b) *** (\"Fantasy Tools\"). Except as otherwise expressly provided herein or as\nNFLE may otherwise agree in writing, the license rights granted under this\nSection 5 do not include any right to sublicense the Marks or any portion\nthereof except that ***. NFLE expressly reserves all rights that are not granted\nherein. The Parties hereby agree that the uses of the Marks for such purpose\nshall:\n\n            (a) be included as a part of the Content Plan and subject to the\n      approval of NFLE in its sole discretion in accordance with the provisions\n      of Sections 1.2(c) and 1.2(d) hereof;\n\n            (b) comply with the Trademark and Content Guidelines; and\n\n            (c) comply with the NFL anti-gambling guidelines set forth in\n      Exhibit J attached hereto.\n\nThe licenses under this Section shall also include at the sole cost and expense\nof NFLE, the right to use player images and other associated intellectual\nproperty rights owned and\/or controlled by Players, Inc for use in connection\nwith the promotion and display of such Fantasy Football Products on the NFL\nSites and promotion thereof on the AOL Network (other than on any Broadcast or\nPrint Media Property); provided that, for the avoidance of doubt, NFLE shall not\nbe required to obtain such Players Inc intellectual property rights in respect\nof any SportsLine Website or the AOL Network, nor for the purposes of the\nexercise by the Interactive Parties of their rights under Section 8 (except in\nconnection with the promotion on the AOL Network other than on any Broadcast or\nPrint Media Property of the Fantasy Football Products on the NFL Sites).\n\n      5.2 Coordination of Fantasy Football Products Strategies.\n\n            (a) Subject to the Budget, SportsLine shall develop a coordinated\n      strategy for the development and promotion of unique Fantasy Football\n      Products for the NFL Sites powered by Commissioner.com or SportsLine.com.\n      Such Fantasy Football Products shall be in addition to the suite of\n      products available via the CBS SportsLine Website. SportsLine agrees that\n      *** that the NFL Sites' Fantasy Football Products shall be released and\n      ready for consumer use and promotion no later than the applicable release\n      date of such Fantasy Football Products on the CBS SportsLine Website (the\n      applicable release date requirement being subject to the reasonable\n      cooperation and coordination of NFLE). Notwithstanding the preceding\n      sentence, for the 2001-2002 NFL Season, NFLE acknowledges that SportsLine\n      shall be required to \n\n                                       13\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      deliver only those Fantasy Football Products which are substantially\n      identical (except with respect to branding and \"look and feel\") to those\n      Fantasy Football Products produced for the CBS SportsLine Website, unless\n      NFLE agrees to waive for such 2001-2002 NFL Season the requirement that\n      such Fantasy Football Products for the NFL Sites be available for release\n      no later than the applicable release date of such Fantasy Football\n      Products on the CBS SportsLine Website.\n\n            (b) In pursuing any other development of Fantasy Football Products,\n      AOL shall use commercially reasonable efforts, subject to existing\n      agreements, to avoid promoting, developing and\/or deploying on the Sports\n      Channels of the AOL Service Fantasy Football Products that substantially\n      replicate the interactive user game play experience of Commissioner-style,\n      League-style and Challenge Fantasy Football Products contemplated to be\n      displayed on the NFL Sites pursuant to this Agreement (\"Competitive\n      Fantasy Football Products\"). ***\n\n            (c) Subject to the terms of the ***. agreement referenced in Section\n      5.5 hereof, and the agreements regarding the Co-branded Suite referred to\n      in Section 5.4 hereof, NFLE acknowledges and agrees that during the Term\n      (i) SportsLine shall be the sole online Fantasy Football Products partner\n      for NFLE and its affiliates and (ii) NFLE shall not grant any party the\n      right to use the Marks or other NFL Content for such party's branded\n      Fantasy Football Products.\n\n            (d) In the event that NFLE elects to add significant additional\n      features, Content or other enhancements to the Fantasy Football Products\n      (as compared to the features contained in such Fantasy Football Products\n      appearing on the NFL Sites during the 2000-2001 NFL Season) or, in the\n      event that the applicable subscription fee or other access charge entitles\n      the user to significant Content rights in addition to the access to such\n      Fantasy Football Products, then NFLE may, in its sole discretion but after\n      consultation with SportsLine, determine to charge access or subscription\n      fees to end users for access to the Fantasy Football Products appearing on\n      the NFL Sites.\n\n      5.3 No Use of Marks in Partner Fantasy Applications. Except as expressly\nprovided herein, including without limitation Section 5.4, the Interactive\nParties acknowledge that NFLE is granting no other rights to SportsLine or to\nany other Interactive Party in respect of Fantasy Football Products pursuant to\nthis Agreement, and the Interactive Parties are not granted hereby any right to\nuse Marks or other NFL Content on their respective branded individual Fantasy\nFootball Products (other than the Co-branded Suite).\n\n      5.4 Development of AOL\/NFL Co-branded Suite. ***\n\n      5.5 Exclusion of Other Interactive Games Transactions. ***\n\n      6. NFL Sites Promotion.\n\n      6.1 Grant of Promotional Rights. Subject to the terms and conditions of\nthis Agreement, NFLE hereby grants to the Interactive Parties, a worldwide,\nnon-transferable limited purpose (as set forth below), non-exclusive, personal,\nlicense ***, to display, distribute, host, modify (except as set forth in\nExhibit E), perform, reproduce, store, transmit, and otherwise use online and\noffline solely during the Term (except as otherwise expressly provided herein)\nand solely for purposes of promoting the NFL Sites (including through the\ndevelopment and use of Teaser Content and Promo Content) the NFL Contributed\nContent. All uses of such NFL Contributed Content shall comply with Exhibit E.\nExcept for ***, as otherwise provided herein, or as NFLE may otherwise agree in\nwriting, the license rights granted under this Section 6 do not include any\nright to sublicense the NFL Contributed Content or any portion thereof. NFLE\nexpressly reserves all rights not granted hereunder. The Interactive Parties\nhereby agree that the uses of the NFL Contributed Content as permitted herein\nshall:\n\n                                       14\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n            (a) comply with the Trademark and Content Guidelines, which shall\n      apply to all Licensed Marks (as defined herein) hereunder; and\n\n            (b) in the case of any promotional use of any individual trademarks\n      or logos of the Member Clubs, such individual Member Club trademarks or\n      logos shall be used solely online and solely in a link to or other Teaser\n      Content or Promo Content for the applicable NFL Sites being promoted or\n      linked to by the Interactive Parties; provided that the Interactive\n      Parties may use, offline or online, a composite display of such Member\n      Club trademarks or logos in which such individual Member Club trademarks\n      or logos appear in conjunction with the corresponding trademarks or logos\n      of all of the Member Clubs and not individually.\n\n      6.2 Promotional Commitments. The Parties hereby agree that they shall\nundertake during the Term the promotional obligations set forth in Exhibit P.\nNFLE will coordinate with the Interactive Parties regarding promotion of the NFL\nSites, including cooperation in making promotional solicitations to prior NFL\nSites end users (subject to applicable privacy policies).\n\n      7. Party Sponsorship Rights.\n\nSubject to the terms and conditions of this Agreement, NFLE hereby grants to\neach of *** and SportsLine the right to be an official NFL sponsor and in\nconnection therewith grants to each of the Interactive Parties a worldwide,\nnon-transferable limited purpose (as set forth below), personal license to\ndisplay, distribute, host, modify (except as set forth in Exhibit E), perform,\nreproduce, store, transmit and otherwise use online and offline solely during\nthe Term (except as otherwise expressly provided herein) the Marks defined in\nExhibit E, Part A and such other NFL Content as *** SportsLine may reasonably\nrequest for use as icons, advertising shots, or other promotional devices, in\neach case subject to the prior approval of NFLE, such approval not to be\nunreasonably withheld (cumulatively, the \"Licensed Marks\"), solely as follows:\n\n            (a) by each of *** and SportsLine, solely in, and with exclusivity\n      solely in, its respective assigned business category as defined in Exhibit\n      L;\n\n            (b) in conjunction with appropriate \"official\" designations for ***\n      and SportsLine, respectively, as set forth on Exhibit L, together with\n      such additional and\/or substitute designations as NFLE and the Interactive\n      Parties may mutually agree from time to time;\n\n            (c) in compliance with the Trademark and Content Guidelines;\n\n            (d) subject to the restriction, at all times during the Term, that\n      in connection with any use or display by either of *** SportsLine of any\n      of the trademarks or logos of the Member Clubs pursuant to the license\n      granted under this Section 7, such use must be a composite use or display\n      in which such Member Club trademarks or logos appear in conjunction with\n      the corresponding trademarks or logos of all of the Member Clubs, and not\n      individually; and\n\n            (e) ***.\n\nExcept as NFLE may otherwise agree in writing, the license rights granted under\nthis Section 7 are personal and do not include any right to sublicense the\nLicensed Marks or any portion thereof.\n\nThe Parties agree the business category designations of *** SportsLine shall be\ntreated as \"protected categories\" in respect of which none of the Parties may\nsell competing advertising or sponsorship rights on or in relation to the NFL\nSites to any competitors of *** SportsLine in such categories. NFLE agrees that\nif any of the Interactive Parties desires to represent itself as an NFL sponsor\nwithin a different business category through the use of any \n\n                                       15\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nadditional or substitute designations, it shall send a written request to NFLE\nseeking NFLE's approval of such designation(s). NFLE shall use its commercially\nreasonable efforts to respond to such request within *** business days. The\ngranting of any such substitute or additional designations shall be in NFLE's\nsole discretion, and the use of such designations by *** SportsLine,\nrespectively, shall be subject to the same restrictions and provisions set forth\nabove with respect to the initial designations.\n\n      8. Interactive Party Content Rights.\n\n      8.1 Grant of License to SportsLine. Subject to the terms and conditions of\nthis Agreement, NFLE hereby grants to SportsLine a worldwide, non-transferable\nlimited purpose (as set forth below) non-exclusive (but subject to Section 3\nhereof) license to display, distribute, host, modify (except as set forth in\nExhibit E), perform, reproduce, store, transmit, and otherwise use solely\nonline, solely during the Term (except as otherwise expressly provided herein)\nand solely for use in connection with the production, hosting and display of the\nNFL, football, and sports areas of CBS SportsLine Website, the Marks and the NFL\nContent specified in Section 8.4. The Parties hereby agree that the uses of the\nNFL Content pursuant to the license granted in this Section 8.1 shall in all\ncases:\n\n            (a) comply with the provisions of a general content plan, provided\n      in advance to NFLE (and subject to NFLE's approval prior to use),\n      outlining in reasonable detail the proposed usage of the Marks and the\n      other NFL Content;\n\n            (b) be subject to the prior written approval of NFLE in respect of\n      the overall concept, design, linking strategy and presentation of\n      campaigns and Content, such approval not to be unreasonably withheld or\n      delayed;\n\n            (c) comply with the Trademark and Content Guidelines; and\n\n            (d) be subject to the restriction that no video clips to which\n      rights are granted hereunder shall be displayed, performed, shown or\n      otherwise accessible during the applicable blackout window in respect of\n      the television broadcast or other retransmission of any NFL Game.\n\n      8.2 Grant of License to AOL. ***\n\n      8.3 For Use by AOL. ***\n\n      8.4 For Use by SportsLine. In furtherance of the license rights granted\nunder Section 8.1 hereof, NFLE shall provide to SportsLine, subject to the terms\nof such Section 8.1, the following Content in a format that is mutually agreed\nupon by NFLE and SportsLine:\n\n            (a) Video Clips: NFLE shall provide *** video clips (of\n      approximately *** duration each, which shall not be edited or incorporated\n      in a longer video or other broader defined-Content offering) per week for\n      use on the CBS SportsLine Website. Clips must include prominent links to\n      additional video on NFL.com. Video clips may be archived for a *** period,\n      subject to NFLE's confirmation that no residual obligations shall result\n      from such archiving. During the Term, NFL shall agree not to provide nor\n      authorize the use of any video clips (for use online) to any of the\n      following SportsLine competitors: ESPN\/ABC, CNN\/SI, NBC Sports, FoxSports,\n      USA TODAY, Sporting News, Yahoo Sports or MSNBC, except that video clips\n      shall be available to NFL Broadcasters as contemplated by Section 1.3(c)\n      hereof.\n\n            (b) Audio Game Broadcasts: NFLE shall provide *** live audio game\n      *** per week for SportsLine (such broadcast to be determined by NFLE in\n      consultation with AOL and SportsLine), ***. The audio broadcast shall\n      include prominent links to additional audio broadcasts (if any) on\n      NFL.com. \n\n                                       16\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      Audio broadcasts may be archived for a *** period subject to NFLE's\n      confirmation that no incremental residual obligations shall result from\n      such archiving. If such broadcasts are not available on commercially\n      reasonable terms, NFLE shall provide some content substitute in its\n      reasonable discretion.\n\n            (c) Marks: In connection with the promotion of Section 8 NFL\n      Content, NFLE shall provide use of the Marks for SportsLine solely for use\n      on the NFL areas of its Website, subject to the Trademark and Content\n      Guidelines. For the avoidance of doubt, SportsLine shall have no right to\n      use the Marks in any area of its Website in which Fantasy Football\n      Products are displayed or distributed, except for the areas or pages\n      displaying the Fantasy Football Products contemplated by Section 5 hereof.\n\n            (d) Chats: NFLE shall provide SportsLine with *** Internet chat\n      sessions per month, featuring players, coaches, league personnel and other\n      experts\/analysts. During each NFL Season, *** of the *** chats per month\n      shall be either active players or active coaches, including head coaches.\n      For the avoidance of doubt, NFLE's obligations hereunder are to provide\n      access to the personnel for the chat, not to produce the chat for\n      distribution.\n\n            (e) Promotions and Sweepstakes: NFLE grants SportsLine the right to\n      conduct online promotions and sweepstakes with giveaways such as NFL\n      tickets, NFL merchandise, Fantasy Football Products experiences,\n      memorabilia etc., subject to NFLE's prior written approval, such approval\n      not to be unreasonably withheld or delayed. Such promotions and\n      sweepstakes may not be sponsored. For the avoidance of doubt, NFLE shall\n      not have any obligation to provide prizes or other awards to support such\n      promotions.\n\n            (f) Discounts\/Other Member Services: NFLE shall work with SportsLine\n      to identify other SportsLine \"member\" benefits such as discounts on NFL\n      merchandise, personal appearances with players, member Q&amp;A sessions, etc.\n      NFLE shall provide at least one member benefit per quarter.\n\n      9. Production Expense Funding.\n\nThe Parties shall agree to an annual budget as well as annual budgeting\nprocedures relating to the costs of SportsLine's performance of its hosting and\nproduction obligations in respect of the NFL Sites (the \"Budget\"). Additional\nterms relating to the Budget for 2001 and subsequent years are as follows:\n\n      9.1 2001 Production Budget. The Parties mutually agree to the Budget\nattached as Exhibit M for the first year of the Term.\n\n      9.2 Subsequent Annual Budgets. In each subsequent year of the Term,\nSportsLine shall submit its detailed proposed Budget in writing to NFLE and the\nother Interactive Parties in accordance with Section 9.3. Subject to the\nlimitations of this Section 9, the proposed Budgets shall contain all costs\nproposed to be incurred by SportsLine's in the performance of its hosting and\nproduction obligations in this Agreement in respect of the NFL Sites.\n\n      9.3 Included and Excluded Costs. The Budget shall include direct and\nincremental expenses and directly attributable overheads (e.g., hosting costs,\nad-serving costs, part-time resources) to the extent provided in Exhibit M.\nUnless otherwise agreed by CBS, NFLE and AOL, in each of their reasonable and\ngood faith discretion, SportsLine shall not include in the annual Budget\nsubmission (and shall not be entitled to allocate for purposes of the annual\nBudget or cost recovery in Section 9.5 below) any categories of overhead or\nother indirect costs of a nature not included in the first Budget. ***\n\n      9.4 Procedure for Approval of Subsequent Budgets. SportsLine shall present\nits annual Budget proposal to the Parties no earlier than February 15 and not\nlater than March 15 of each year of the Term. The Parties shall \n\n                                       17\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nthen consider and negotiate the items to be included in the Budget and the costs\nattributable thereto. In consultation with the Parties, SportsLine shall make\nappropriate changes to its initial Budget submission and resubmit the Budget as\na final Budget proposal to the Parties. In the event that no agreement can be\nreached among the Parties in respect of all or any line item of the overall\nBudget within thirty (30) days following the date on which SportsLine has\nsubmitted its initial Budget proposal for such year, then the Budget (or the\nbudgeted amount, in respect of any individual line items not so agreed) for such\nyear shall be equivalent to the Budget (or line item) approved or deemed\napproved for the prior year, plus an inflation factor of ***.\n\n      9.5 Entitlement to Cost Recovery. SportsLine's entitlement to\ncost-recovery of the production and ad serving costs of the NFL Sites pursuant\nto Section Error! Reference source not found. shall be based on the approved\nBudgets in each year, and SportsLine acknowledges and agrees that it shall be\nresponsible for cost over-runs in excess of the annual Budget. Notwithstanding\nthe foregoing, the Parties acknowledge that the Budget contains certain line\nitems (as specifically identified in Exhibit M) that are contemplated to be\ntraffic- and\/or ad-serve sensitive as more fully set forth on Exhibit M\n(\"Variable Expenses\") and therefore not within the reasonable control of\nSportsLine. The Parties agree that such Variable Expenses shall be projected for\nplanning purposes in the Budget, but that SportsLine shall be entitled to\nrecover pursuant to Section Error! Reference source not found. *** of the actual\ncost of the Variable Expenses incurred by SportsLine which may be higher or\nlower than the projected amount; provided that all costs are directly related to\nincreases in traffic. The Parties acknowledge that in some instances these\nVariable Expenses will be allocations of SportsLine expenses based on the\npercent utilization by the NFL Sites to allow maximum cost efficiencies and\nsynergies to be achieved. SportsLine agrees to notify CBS, AOL and NFLE promptly\nas soon as it becomes aware that any such line items shall be materially in\nexcess of the amount approved in the Budget.\n\n      9.6 SportsLine Obligations to Accept Budget Revisions. NFLE may in its\nreasonable discretion request improvements or enhancements to the Content Plan,\nproduction, functionality or other elements of the NFL Sites during a Budget\nyear. SportsLine shall not unreasonably refuse such requests; provided that any\nsuch change shall result in a revision to the Budget for the applicable year.\nNotwithstanding the foregoing, during the first year of the Term, SportsLine\nshall agree to implement changes requested by NFLE to the extent the Content\nPlan omitted any material element included within the NFL Sites during the\n2000-2001 NFL Season (and to so revise the Budget) where the costs of\nimplementing such changes do not exceed ***. For changes resulting in an\nincrease in costs in excess of such *** threshold during the first year of the\nTerm and subject to SportsLine's obligation not to unreasonably refuse (and to\ninclude in the Budget) requests from NFLE for such improvements or enhancements,\nSportsLine shall be entitled to require, as a condition to accepting such change\nrequest and in lieu of a corresponding increase in the Budget, that NFLE\nreimburse SportsLine for all or a reasonable portion of the cost of any material\nchange request. NFLE's required interim revisions to the Budget and the\ncorresponding obligations of SportsLine pursuant to this Section 9.6 shall not\nbecome part of the Budget for the following year without SportsLine's prior\nwritten consent.\n\n      10. Backlog Rights.\n\nNFLE hereby assigns to the Interactive Parties the rights to receive all\nproceeds to which NFLE is entitled, less any directly allocable out-of-pocket\nexpenses paid to third parties, with respect to existing advertising,\nsponsorship and co-development agreements for existing online projects, subject\nto required third party approvals, as follows (it being understood that the\nagreements set forth below shall not be deemed to violate the exclusivity or any\nother rights granted to the Interactive Parties pursuant to this Agreement and\nthat the Interactive Parties shall have no obligations with respect to such\nagreements except as set forth below in Section 10.1, Exhibit L (Part D) and\/or\nin the Content Plan):\n\n      10.1 Existing Sponsors. With respect to existing sponsorship agreements\nfor which rights payments are specifically allocated in whole or in part to\nNFL.com, all net sponsorship revenues specifically allocated to NFL Sites are\nassigned to SportsLine on behalf of the Interactive Parties and treated as Gross\nRevenues for \n\n                                       18\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\npurposes of profits and cost recovery allocations under Section 16. The Parties\nshall honor existing sponsorship categories and obligations, and existing\nadvertising, placement, promotional and inventory obligations for promotional\ncontent and online impressions on the NFL Sites, as set forth below and on\nExhibit L, ***\n\n***.\n\nNFLE guarantees payment to SportsLine as Gross Revenues of not less than *** in\nrespect of such existing advertising, placement, promotional and inventory\nobligations for promotional content and online impressions for the 2001-2002 NFL\nSeason. If such amount has not been paid to SportsLine as Gross Revenues on or\nbefore November 1, 2001, NFLE shall pay the difference of such amount to\nSportsLine no later than November 5, 2001.\n\n      10.2 ***Site. Agreement remains in place and administered by NFLE; 100% of\nNFLE's net profits shall be contributed to SportsLine, on behalf of the\nInteractive Parties, as Gross Revenues for purposes of profits and cost recovery\nallocations under Section 16.\n\n      10.3 ***Site. Agreement remains in place and administered by NFLE; 100% of\nNFLE's net profits shall be contributed to SportsLine, on behalf of the\nInteractive Parties, as Gross Revenues for purposes of profits and cost recovery\nallocations under Section 16.\n\n      10.4 ***. Agreement remains in place and administered by NFLE; 100% of\nNFLE's net profits shall be contributed to SportsLine, on behalf of the\nInteractive Parties, as Gross Revenues for purposes of profits and cost recovery\nallocations under Section 16.\n\n      10.5 ***Site. The *** site shall continue its cross-promotional\nrelationship with NFL.com. This is a non-commercial site.\n\n      10.6 *** Site. Agreement, once executed, remains in place and administered\nby NFLE; 100% of NFLE's net profits directly from site shall be contributed to\nSportsLine, on behalf of the Interactive Parties, as Gross Revenues for purposes\nof profits and cost recovery allocations under Section 16. However, the\nInteractive Parties shall not receive a share of NFLE equity in ***.\n\n      10.7 *** Site. NFLE shall continue the cross-promotional relationship\nbetween NFL.com and the *** Site. This is a non-commercial site.\n\n      10.8 NFL\/*** Site. Agreement shall remain in place and be administered by\nNFLE. In the event that NFLE decides in its sole discretion to retain profits\nfrom online auctions with *** and not (as is currently the case) to contribute\nsuch profits to charity, 100% of NFLE's net profits shall be contributed to\nSportsLine, on behalf of the Interactive Parties, as Gross Revenues for purposes\nof profits and cost recovery allocations under Section 16. The agreement\nregarding share of profits applies solely to League-level profits from ***\narrangements, and not to any Club-level profits. All Club-level profits\/proceeds\nare excluded from the terms of this arrangement.\n\n      10.9 Potential *** Game Site. 100% of NFLE's net profits from the *** game\nsite shall be contributed to SportsLine, on behalf of the Interactive Parties,\nas Gross Revenues for purposes of profits and cost recovery allocations under\nSection 16. Upon the execution of the agreement for the Websites produced by\n***, the agreement shall remain in place and be administered by NFLE; *** of\nNFLE's net profits shall be contributed as Gross Revenues for purposes of\nprofits and cost recovery allocations under Section 16. The Interactive Parties\nshall not receive a share of any *** equity allocated to NFLE under those\nproposed arrangements.\n\nNFLE agrees that in the event that NFLE is unable to secure the consent of any\nof the relevant third parties to the assignment of the net proceeds from such\nexisting projects and sponsorships as outlined above, NFLE shall pay to\n\n                                       19\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nSportsLine as Gross Revenues, on or before ***, an amount in cash equal to the\naggregate amount of allocable revenues or net profits actually received from\nsuch third parties for which such consent to assignment has not been obtained.\nNFLE shall use commercially reasonable efforts to enforce the third party\nobligations of such agreements, and the Interactive Parties acknowledge and\nagree that SportsLine shall comply with the placement and promotional\nobligations on the NFL Sites for such agreements as outlined in Exhibit L, Part\nD. NFLE shall be permitted to renew or extend any such agreement on\nsubstantially similar terms; provided that such renewal or extension shall not\nfurther erode the exclusivity granted to the Interactive Parties in Section 3\nhereof.\n\n      11. Advertising and Sponsorship Sales Rights.\n\nSubject to: (i) the right of NFLE to continue to sell (for the account of\nSportsLine as further provided herein) advertising on and sponsorships for NFL\nSites (with placements to be coordinated by SportsLine as provided herein); and\n(ii) *** in respect of the production of an NFL *** Channel pursuant to the\nagreement referred to Section in Error! Reference source not found. hereof, NFLE\ngrants to *** the exclusive rights to sell sponsorships for and advertising for\ninsertion and serving on the NFL Sites. *** acknowledge that such rights shall\ninclude, for avoidance of doubt, the right to sell any advertising that may be\nproposed for insertion in online direct marketing arising out of the NFL Sites\n(e.g., advertising inserted in email communications to user of the NFL Sites);\nprovided that (a) with respect to direct marketing to User Data in respect of\n***'s own goods and services, *** shall have the right, but not the obligation,\nto permit SportsLine to insert advertising in such direct marketing efforts in\naccordance with the terms of this Agreement; and (b) if *** elects to include\nadvertising in any direct marketing efforts governed by the preceding clause\n(a), such advertising shall be governed by the terms of this Agreement. In\naddition to the foregoing and to the Content, layout and commercialization\nprovisions set forth in the Content Plan and Section 2 hereof, the exercise by\nNFLE and the *** of their advertising and sponsorship sales rights granted\nhereby is further subject to the following terms:\n\n      11.1 SportsLine Obligations. *** acknowledge that SportsLine, as the\nprimary sales agent and exclusive sales manager, has (a) the primary right and\nresponsibility for selling, and (b) the exclusive right as the primary obligor\nin respect of all such advertising sales, to schedule and insert advertising on\nthe NFL Sites, and all advertising sales conducted by *** shall be coordinated\nthrough, booked on behalf of, accounted for by, and fulfilled through\nSportsLine. ***. SportsLine shall have sole responsibility for the insertion of\nall advertising on the NFL Sites sold by ***, and shall allocate insertion\norders for advertising sold by *** reasonably and in good faith. Furthermore,\nSportsLine shall bill and collect all revenues, and all associated sales, use,\nand ad valorem taxes, for all advertising sold on the NFL Sites; provided that\nto the extent advertising is sold by a Party other than SportsLine, at the\nParty's option, SportsLine shall either bill and collect from the advertiser\ndirectly or from the selling Party, net of the selling Party's sales commission\nas set forth in Section 11.16. All advertising revenue collected by SportsLine\nshall be deemed Gross Revenues for purposes of the allocation set forth in\nSection 16.1.\n\n      11.2 Rate Card Approval. ***\n\n      11.3 Coordination with NFLE; Allocation of Revenues to NFL Sites. ***\nshall each work with SportsLine to develop a cooperative sales process and\ncommunications protocol to maximize advertising and sponsorship opportunities on\nthe NFL Sites. The Parties acknowledge that NFLE may sell broad-based NFL\nsponsorships or advertising that provide for aggregate payments for promotional\nrights, advertising and\/or sponsorship of multiple NFL-related venues, events,\nproperties and programming. Subject to the remaining provisions of this Section\n11 concerning protected categories, in the event that such broad-based\nsponsorships or advertising include, inter alia, the sale of sponsorship or\nadvertising rights in respect of the NFL Sites, NFLE shall allocate an\nappropriate portion of such sponsorship or advertising revenues received by NFLE\n(and the purchase of sponsor promotion and\/or advertising serving on the NFL\nSites at the rate card rates or other rates mutually agreed by the Parties)\nattributable to advertising on the NFL Sites in its sole but good faith\ndiscretion.\n\n      11.4 ***\n\n                                       20\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      11.5 NFL Sponsors. ***. With respect to placements on the NFL Sites, NFLE\nis entitled to approve, and shall cooperate with SportsLine as exclusive sales\nmanager in developing strategies for making approaches and completing the sale\nof online advertising\/sponsorship to official NFL sponsors. NFLE shall provide\nSportsLine with contacts at all NFL sponsors and agrees to make reasonable\nefforts to set up initial meetings\/conference calls.\n\n      11.6 Protected Categories. The premium sponsorships and strategic partners\nlisted below are deemed \"protected categories,\" and none of the Interactive\nParties may sell advertising or sponsorship rights on or in relation to the NFL\nSites to any competitors of the NFL sponsors in these categories prior to ***:\n\n            (a) Malt beverages (beer, ale, malt liquor, and non-alcoholic malt\n      beverages) ***;\n\n            (b) Consumer activated payment systems including, without\n      limitation, credit cards, charge cards, debit cards (on-line and\n      off-line), stored value cards (e.g., smartcards), travelers checks, and\n      electronic travelers checks ***;\n\n            (c) Affinity credit cards, debit cards, charge cards and stored\n      value cards ***;\n\n            (d) Airlines ***;\n\n            (e) Beverages, including all hot and cold, carbonated, nonalcoholic,\n      non malt-based nondairy drinks, as well as prepackaged coffee and tea ***;\n\n            (f) *** Sports apparel and accessories ***;\n\n            (g) *** Isotonic\/sports beverages ***;\n\n            (h) *** Wireless devices and related infrastructure hardware (***);\n      and\n\n            (i) *** Satellite TV (***).\n\nNo Minimum Category Price (as defined below) or other amount shall be required\nto be paid by or on behalf of such sponsors or strategic partners to maintain\nsuch protected status (and, without the separate purchase of advertising on the\nNFL Sites, no advertising will be provided on the NFL Sites to such sponsors or\npartners) during the period from the Effective Date and ending on ***.\n\n      11.7 Protection of Sponsors\/Partners in Subsequent Seasons. From and after\n***, at any time and from time to time during the Term, NFLE has the option to\nextend for additional years the prohibition on competitive\nadvertising\/sponsorship sales and continue to protect (or to re-protect) any of\nthe sponsorship \"protected categories\" set forth in clause 11.7(a)(i) below for\nsuch key sponsors or strategic partners by notifying *** in writing of its\nelection to so protect such sponsorship categories not later than *** of the\nyear for which such protection is sought by NFLE:\n\n            (a) As compensation for such protection in the case of the key\n      sponsorship categories designated in clauses (a) through (e) of Section\n      11.6, NFLE shall pay to SportsLine in cash on the date notice is given\n      pursuant to this Section 11.7 (or, in the case of a contractually-agreed\n      schedule with such sponsor, on the third business day following NFLE's\n      receipt of such sponsor payment(s)), for contribution to Gross Revenues\n      for purposes of profits and cost recovery allocations under Section 16 an\n      amount in cash in respect of each such key sponsorship category that NFLE\n      desires to protect (the \"Sponsorship Category Protection Price\") equal to\n      the positive difference, if any, which results by subtracting:\n\n                                       21\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n                  (i) any payments (A) made during such year by such key sponsor\n            to any Party and (B) properly allocated to the purchase of\n            advertising on and\/or sponsorship rights in respect of any of the\n            NFL Sites, from\n\n                  (ii) an amount equal to the greater of (A) ***of the aggregate\n            annual cash payments made by such League-level sponsor to NFLE as\n            consideration for League-level sponsorship rights granted, including\n            revenues passed through to the Member Clubs of the NFL,*** (such\n            League-level cash sponsorship payments to NFLE being referred to\n            herein as \"National Sponsorship Revenues\"), and (B) the Minimum\n            Category Price for such sponsorship category as follows***\n\n            (b) With respect to the strategic partner categories set forth in\n      clauses 11.6(f) through 11.6(i) hereof (but without reference to the\n      specific current holders thereof), NFLE may purchase extensions by paying\n      to SportsLine as a contribution to Gross Revenues an amount in cash in\n      respect of each such Strategic Partner category that NFLE desires to\n      protect (the \"Strategic Partner Category Protection Price,\") equal to the\n      positive difference, if any, which results by subtracting:\n\n                  (i) any payments (A) made during such year by such strategic\n            partner to any Party and (B) properly allocated to the purchase of\n            advertising on and\/or sponsorship rights in respect of the NFL\n            Sites, from\n\n                  (ii) *** in respect of each such strategic partner category,\n            (except for the ***category, in respect of which such amount shall\n            be ***\n\n      11.8 Treatment of Category Protection Price Payments. NFLE may designate a\nsponsorship or strategic partner category as protected (and thereby obtain the\nprotection against competitive advertising or sponsorship for such categories)\nby providing written notice to AOL, CBS and SportsLine and paying to SportsLine,\non behalf of the Interactive Parties, in cash on such notice date (or, in the\ncase of a contractually agreed payment schedule with such sponsor, on the third\nbusiness day following NFLE's receipt of such sponsor payment(s)) the\nSponsorship Category Protection Price or Strategic Partner Category Protection\nPrice, respectively, (any such payment being referred to generally hereafter as\na \"Category Protection Price\") prior to NFLE's receipt of any National\nSponsorship Revenues or other advertising revenues from key sponsors or\nstrategic partners in such categories. Payment of such Category Protection\nAmount to SportsLine, on behalf of the Interactive Parties, as provided herein\nas Gross Revenues shall constitute the purchase by NFLE (for its own account for\nin-house or use on behalf of such protected sponsor or strategic partner, as the\ncase may be) of the corresponding amount of NFL Sites advertising inventory at\nthe prevailing rate-card or other agreed advertising rates determined in\naccordance with Section 11.2 (including any applicable discounts). Upon payment\nof the Category Protection Price in respect of a protected sponsorship or\nstrategic partner category, NFLE shall be deemed to have contributed to Gross\nRevenues an amount equal to the Category Protection Price, and such amount shall\nbe credited against NFLE's obligations to contribute such amount to Gross\nRevenues upon receipt of any advertising or sponsorship revenues properly\navailable to the NFL Sites in such category. Thereafter, upon receipt of\nadvertising or sponsorship revenues from a protected sponsor in respect of which\nNFLE has paid a Category Protection Price, NFLE shall be entitled to retain and\nnot contribute to Gross Revenues the allocable amounts received from such\nsponsor, to the extent that such amounts do not exceed the Category Protection\nPrice paid by NFLE. In the event that any of the Interactive Parties collects\nany advertising or sponsorship revenues from a protected sponsor that are\nproperly allocable to the NFL Sites (including without limitation the Customized\nSites), any previously paid Category Protection Price shall be recalculated and\nthe applicable Interactive Party shall pay to NFLE, prior to contributing any\nsuch amount to Gross Revenues, an amount of such collected advertising or\nsponsorship revenues sufficient, when combined with all other such payments to\nNFLE in respect of such protected category, to reimburse NFLE for the aggregate\nCategory Protection Price previously paid by NFLE in respect of such protected\nsponsorship category. NFLE shall receive no commissions under Section 11.16 in\nrespect of NFLE's payment of (or reimbursement for the payment of) the Category\nProtection \n\n                                       22\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nPrice. However, upon receipt of advertising or sponsorship revenues from a\nprotected sponsor in respect of which NFLE has paid a Category Protection Price,\nand if such revenues are:\n\n            (a) otherwise properly allocable to Gross Revenues but for the\n      provisions of this paragraph, and\n\n            (b) the aggregate amount of such properly allocated revenues would\n      be in excess of the Category Protection Price paid by NFLE,\n\nthen, in such event, the Parties shall, after reimbursement of NFLE for its\nprior payment of the Category Protection Price as provided above, contribute as\nGross Revenues the excess of all such amounts received (and so allocated) over\nthe Category Protection Price paid by NFLE, and NFLE shall be entitled to its\ncommission payment under Section 11.16 (for sales closed by NFLE) in respect of\nthe amount of such excess.\n\n      11.9 Additional Protected Categories. NFLE has the option at any time\nduring the Term to designate up to *** other offline key sponsorship categories\nthat shall be deemed online \"protected categories\" for purposes of Section 11.8\nhereof and for all other purposes hereunder (including the prohibition on\ncompetitive advertising and sponsorships), by notifying *** in writing of its\nelection not later than the May 1 preceding the applicable NFL Season,\ndesignating in such written notice (a) the category definition, and (b) the\nidentity of the offline sponsor (or prospective offline sponsor) being\nprotected. As compensation for such protection, NFLE shall contribute an amount\nequal to the Category Protection Price to SportsLine, on behalf of the\nInteractive Parties, in cash on such notice date (or, in the case of a\ncontractually agreed payment schedule with such sponsor, on the third business\nday following NFLE's receipt of such sponsor payment(s)) as Gross Revenues for\neach such category (assuming for purposes of each such additional category that\nthe Minimum Category Price for such additional category is ***, and as such\nCategory Protection Price would otherwise be determined in accordance with\nSection 11.7 in respect of the existing key sponsor categories) to Gross\nRevenues for purposes of profits and cost recovery allocations under Section 16,\nand shall receive a corresponding amount of NFL Sites advertising inventory at\nthe prevailing rate-card or other agreed advertising rates (including any\napplicable discounts referred to in Section 11.2).\n\n      11.10 Additional Protected Categories at Market Rates. In addition to the\nforegoing, on or before May 1 preceding each applicable NFL Season, NFLE shall\nhave the option, at any time during the Term to purchase comparable sponsor\nprotection for buy commitments for additional sponsors or prospective sponsors\nat then-prevailing market rates for sponsorship preferential treatment as\nreasonably established by SportsLine, based on the overall level of sponsorship\nrevenue available in the category for which NFLE is seeking such protection. If\nany such sponsor protection is purchased by NFLE at then-prevailing market\nrates, the applicable category shall be deemed a \"protected category\" for\npurposes of Section 11.8 hereof and for all other purposes hereunder (including\nthe prohibition on competitive advertising and sponsorships).\n\n      11.11 First Right of Refusal to Non-Protected NFL Sponsors. ***\n\n      11.12 Advertising Sales to Sponsor Competitors. SportsLine may sell\nadvertising to competitors of NFL sponsors in non-protected categories; provided\nthat unless NFLE consents, SportsLine may not sell Integrated Online\nSponsorships (as defined herein) to such competitors, and such competitors may\nnot be featured on the NFL Sites in a manner that, in NFLE's sole but good faith\njudgment, implies an association with, sponsorship of, or other relationship\nwith the NFL, or in which the competitor's advertising or marks are used in\nconjunction with NFL marks and logos. NFLE agrees to work with SportsLine to\ndevelop suitably creative advertising units *** for such competitors. ***\n\n      11.13 Open Categories. For categories in which there is no existing NFL\nsponsor, SportsLine may sell any online media on the NFL Sites. With respect to\nany online media package that constitutes an Integrated \n\n                                       23\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nOnline Sponsorship in any of such categories, SportsLine may sell such\nIntegrated Online Sponsorship on a case-by-case basis, subject to:\n\n            (a) the compliance of such sponsor with customary NFL sponsorship\n      terms and conditions in substantially the form attached as Exhibit K;\n\n            (b) the allocation by SportsLine of a credit to NFLE (for payment\n      only in the circumstances set forth and as otherwise provided in Section\n      11.14 below) for an online sponsorship fee of an amount equal to *** of\n      the gross revenues received by SportsLine from such sponsor in respect of\n      the NFL Sites (including any amounts reasonably allocated to the NFL Sites\n      in respect of cross-site sponsorships for both SportsLine sites and NFL\n      Sites) (the \"NFLE Sponsorship Credit Amount\");\n\n            (c) NFLE's approval, in its reasonable discretion, of such\n      sponsorship; and\n\n            (d) such sponsorship having a term of not more than one year.\n\n      11.14 Payment of NFLE Sponsorship Credit Amount. Gross Revenues shall be\ndeemed to include all properly allocable sponsorship revenues net of the amount\nof the NFLE Sponsorship Credit Amount until such time as the aggregate amount of\nGross Revenues shall have exceeded the amount referred to in Section Error!\nReference source not found.. Within ten days following the date, if any, on\nwhich the Interactive Parties have received pursuant to this Agreement revenue\nsharing payments of the entire $140 million amount referred to in Section 16.1\nhereof, SportsLine shall remit to NFLE a payment in an amount equal to the\naggregate NFLE Sponsorship Credit Amount then credited to the account of NFLE.\nThereafter, SportsLine shall continue paying to NFLE any unpaid NFLE Sponsorship\nCredit Amount on a quarterly basis in respect of all applicable sponsorship\nrevenues during the Term.\n\n      11.15 Special Rule for SportsLine Run-of-Site Banner Advertising. The\nParties agree that, subject to each of the category protections and other\nlimitations set forth herein with respect to advertising appearing on the NFL\nSites, SportsLine may sell run of site banner advertising for random insertion\non the CBS SportsLine Websites and the NFL Co-branded Areas and that revenues\nfrom such advertising sales may be retained entirely by SportsLine and shall not\nbe required to be contributed as Gross Revenues hereunder. SportsLine\nacknowledges that this exception applies only to banner advertising appearing on\nboth the CBS SportsLine Websites and the NFL Co-branded Areas and agrees to\nallocate reasonably such advertising units based on historical traffic and\ninsertion patterns on the former CBS SportsLine Website pages that are included\nwithin the NFL Co-branded Areas.\n\n      11.16 Commissions. Except as otherwise more specifically provided herein\nincluding Section 11.13 hereof, for advertising and sponsorship sales on the NFL\nSites, the selling Party, whether NFLE or any one or more of the Interactive\nParties, shall receive a commission for ad sales on the NFL Sites equal to ***\nFor the avoidance of doubt, except as otherwise provided herein, no Party shall\nbe entitled to a commission unless such Party shall close the sale to advertiser\nby delivering to SportsLine a signed insertion order for such sale. The Parties\nfurther agree to allocate reasonably among themselves the commissions earned on\njoint sales.\n\n      11.17 Prohibited Advertising\/Sponsorship Categories. All advertising and\nsponsorship sales shall be subject to the ATS; provided that (i) with respect to\nthe Customized Sites, both NFLE and AOL shall have the discretion and authority\nto enforce such ATS, (ii) with respect to the Generally Available Sites, only\nNFLE shall have such enforcement discretion and authority, and (iii) with\nrespect to all of the NFL Sites, NFLE shall have the right to prohibit\nadvertising or sponsorship for any other products or services that NFLE\ndetermines in its reasonable discretion improperly imply an association or\naffiliation with or endorsement of such advertiser by, the NFL or are otherwise\ninconsistent with the image of the NFL or the Clubs.\n\n                                       24\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      11.18 Retained Inventory. The Parties acknowledge that NFLE shall be\nallocated and entitled to retain *** of the total advertising inventory on the\nNFL Sites for in-house NFLE advertising and promotion (including without\nlimitation (a) the sale of NFL game tickets, (b) the promotion of NFL Insider\nsubscriptions, (c) any Emerging Media Rights initiative or other commercial\nventure in which NFLE or any of its affiliates is a direct participant, so long\nas such advertising and\/or promotion is not third-party branded, and (d) other\ninternal NFL brand-enhancing commercial efforts) at NFLE's sole discretion (but\nin no event shall the promotions referred to in clauses (a) through (d) hereof\nbe used for third party-related commercial purposes or for re-sale). NFLE shall\nalso have the right to use in the same manner not less than *** of any unsold\nadvertising inventory. Subject to Section 10 hereof, all such in-house\nadvertising appearing on the Customized Sites shall be subject to the AOL\nCarriage Terms. NFLE and SportsLine shall agree to a reasonable allocation of\nsuch inventory, and SportsLine shall not propose insertion or serving schedules\nfor such NFLE-retained inventory that disadvantage NFLE as compared to other\nsponsors or advertisers on the NFL Sites. For the avoidance of doubt, such NFLE\ninventory shall be required to comply with the ATS, and no inventory retained by\nNFLE within the Co-branded Areas may be used for the promotion of Fantasy\nFootball Products.\n\n      12. Online Commerce Rights.\n\n      12.1 Online Commerce Rights. Subject to the terms of this Section 12, NFLE\nhereby assigns to the Interactive Parties the exclusive right to receive as\nGross Revenues (a) all revenues from the conduct of e-commerce activities\nthrough the NFL Sites by, or on behalf of, the Interactive Parties and (b) all\nrevenues, less actual direct third party expenses, received by NFLE from its\nconduct of e-commerce activities through the NFL Sites.\n\n      12.2 Current On-Line Merchandise Vendor and\/or Fulfillment Partner. The\nInteractive Parties acknowledge, except as otherwise provided herein, that their\nrights hereunder are subject to the terms and conditions of that certain ***;\nprovided that\n\n***\n\nNFLE shall remit to SportsLine, on behalf of the Interactive Parties, as Gross\nRevenues subject to Section 16 all revenues owing to NFLE from *** pursuant to\nthe *** Agreement, less direct out-of-pocket expenses incurred by NFLE;\nprovided, that in the event that (x) NFLE negotiates an increased royalty from\n***, as part of a revision to the existing agreement with *** (including any\nautomatic extensions thereof in accordance with its terms through the *** NFL\nSeason), and (y) such revised agreement is on substantially similar terms to the\nexisting agreement (including any such renewals) other than any revisions to\nsuch royalty rate ***, NFLE shall retain and shall not be required to contribute\nas Gross Revenues *** of the amount by which the increased royalty exceeds ***\nof the gross revenues from the operation NFLShop.com.\n\n      12.3 Successor On-Line Merchandise Vendor and or Fulfillment Partner. The\nselection of an online merchandise vendor and\/or fulfillment partner as\nsuccessor to ***, and the terms of such e-commerce relationship, is at the\nNFLE's sole discretion; provided that NFLE shall consult with the Interactive\nParties in good faith before making such selection and shall notify the\nInteractive Parties of such an agreement and shall send each of the Interactive\nParties a copy of such agreement and any such successor shall be obligated to\ncomply with the terms of this Agreement. NFLE shall not, without the prior\nwritten consent of the Interactive Parties, agree to engage any such party or\nparties under terms that permit such party or parties to pay royalties (or other\ncomparable form of consideration) in respect of e-commerce transactions that are\nmaterially less favorable to NFLE than those under the ***. ***.\n\n      12.4 Promotion for NFL Shop. SportsLine *** agree to provide prominent\npromotion for the NFL Shop on the NFL Sites in each case, respectively, in\naccordance with the SportsLine Promotion Plan ***.\n\n                                       25\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      12.5 Similar E-commerce Site(s). In the event NFLE determines to establish\ne-commerce merchandising sites similar to those on the NFL Sites via other\ndistribution outlets (e.g., ***), the Parties acknowledge and agree that such\nrelationships shall be permitted under the terms of this Agreement, but shall be\nsubject to, and all revenues from such ventures, except as otherwise provided in\nSection 12.3 hereof, shall be deemed Gross Revenues payable to SportsLine and\nallocated as otherwise provided herein.\n\n      12.6 Treatment as Gross Revenue. All amounts payable to NFLE from its own\ne-commerce activities through the NFL Sites (less directly allocable expenses)\nshall be considered Gross Revenues for purposes of the cost recovery and profit\ncalculations under Section 14.1.\n\n      12.7 Certain Transactions Excluded. Notwithstanding any provision of this\nAgreement to the contrary, the Interactive Parties shall not be entitled to\nreceive any revenues from the online sale of tickets and\/or any associated\ncommissions therefrom, membership in any NFL affinity club that is also\navailable offline or any revenues derived from online sales of subscriptions to\nNFL Sunday Ticket or any other cable, satellite, or other subscription or\npay-per-view access to the telecast of NFL Games or to NFL Insider or any\nsuccessor or additional offline magazine.\n\n      13. Database Privacy, Ownership and Direct Marketing Rights.\n\n      13.1 Collection and Reporting of User Data.\n\n            (a) ***\n\n            (b) ***\n\n      13.2 Ownership of User Data. The Parties' ownership of and rights to use\nand exploit User Data shall be as follows:\n\n            (a) With respect to User Data obtained from the Customized Sites or\n      the Co-branded Suite during the Term, AOL shall own all right, title and\n      interest in such User Data. AOL hereby grants to each of the Parties a\n      worldwide, perpetual and irrevocable royalty-fee license to use such User\n      Data for any business purpose allowable under applicable law, subject to\n      (i) the mutually agreed-upon Privacy Policy (defined below) and (ii) the\n      AOL Carriage Terms;\n\n            (b) With respect to User Data obtained from the Generally Available\n      Sites during the Term, NFLE shall own all right, title and interest in\n      such User Data. NFLE hereby grants to each of the Interactive Parties a\n      worldwide, perpetual and irrevocable royalty-free license to use such User\n      Data for any business purpose allowable under applicable law, subject to\n      (i) the mutually agreed-upon Privacy Policy (defined below), (ii) the NFLE\n      Terms of Service and (iii) the terms of this Agreement; and\n\n            (c) Subject to their compliance with the usage restrictions set\n      forth herein and the provisions herein regarding required contributions to\n      Gross Revenues during the Term, the Parties shall have no duty to account\n      to the owner of such User Data for their usage of such User Data to which\n      rights have been granted hereunder.\n\nNotwithstanding the foregoing, the Parties shall not have the right to sell,\ndisclose or provide User Data to any third party unless such third party agrees\nto be bound by the restrictions on User Data set forth in this Agreement.\n\n      13.3 Privacy Policy. The Parties shall agree in writing on a mutually\nacceptable privacy and data usage policy with respect to data collected from NFL\nSite users (and AOL users on Customized Sites). Such privacy policy shall be\nsubstantially in the form attached as Exhibit N hereto, as may be amended from\ntime to \n\n                                       26\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\ntime upon mutual written agreement of the Parties (the \"Privacy Policy\");\nprovided that the Privacy Policy shall not be applicable to users on the AOL\nNetwork other than as users of the Customized Sites. Each NFL Site and each\nCustomized Site shall contain a link to the Privacy Policy, which shall be\navailable to users on web pages hosted and served by each of SportsLine and AOL.\nEach Party shall use User Data only in accordance with the Privacy Policy and\napplicable law.\n\n      13.4 Revenue Share. ***\n\n      13.5 Restrictions on Use. ***.\n\n      14. Emerging Media Rights.\n\nNFLE agrees to provide the Interactive Parties with the following rights in\nconnection with Emerging Media (the \"Emerging Media Rights,\" as such term is\ndefined below), as follows:\n\n      14.1 Profit Sharing. ***\n\n      14.2 Cap on Sharing Payments. ***\n\n      14.3 Payments. NFLE shall remit any Emerging Media Shared Profits to\nSportsLine on or before May 15 of each year during the Term for distribution to\nthe Interactive Parties as set forth on Exhibit O. The Parties may by mutual\nagreement agree to net such payment against rights payments due under Section\n16.\n\n      14.4 Allocation of Revenues. In any transaction in which NFLE receives\nrevenues that would constitute Gross Revenues, Emerging Media Rights revenues,\nand\/or revenues not subject to this Agreement, NFLE shall allocate such revenues\n(and any costs associated therewith in determining the amount of Emerging Media\nShared Profits) in NFLE's reasonable discretion, exercised in good faith and in\na manner consistent with NFLE's past practice, among the Gross Revenues,\nEmerging Media Rights revenues and other NFLE revenues not subject to this\nAgreement. In effecting such allocation, NFLE shall take into consideration all\nfactors reasonably necessary to render a fair and reasonable allocation, but the\nInteractive Parties acknowledge that the ultimate allocation of such revenues\nand costs shall be within the reasonable discretion of NFLE.\n\n      14.5 No Obligation to Enter Transactions. NFLE shall make reasonable\nefforts to investigate and exploit its Emerging Media Rights opportunities.\nHowever, NFLE is not obliged to enter into any Emerging Media Rights transaction\nand may reject any proposed or potential transaction in its sole discretion.\n\n      14.6 First Right of Refusal. ***\n\n      14.7 Promotion on and Access Through NFL Sites. The Interactive Parties\nagree that the products and\/or services offered pursuant to executed Emerging\nMedia Rights transactions (whether such transactions are undertaken with\nInteractive Parties or third Parties) shall receive prominent advertising and\/or\npromotion (as determined by the Parties in their reasonable discretion in\nrespect of any such promotion other than that allocated to NFLE's retained\nadvertising inventory) on NFL Sites without charge to NFLE (or the relevant\nEmerging Media Rights partner). Such promotion may consist of graphical links\n(as appropriate for Internet-accessible offerings), content or access linking,\nadvertisements and\/or other reasonable promotional elements; *** The level,\ntypes and promotional prominence of such promotion shall be determined\nreasonably by the Parties based upon the expected Emerging Media Shared Profits\nfrom such opportunity. Where appropriate, the Emerging Media Rights offering\nmust be available for purchase, access or subscription on or through NFL.com\nand\/or such other NFL Sites as may be reasonable in the circumstances; provided\nthat such offering contains links back to the originating NFL Sites. With\nrespect to any such advertising and\/or promotion on the Customized Sites, such\nadvertising and\/or promotion shall comply with the AOL Carriage Terms. For the\navoidance of doubt, such \n\n                                       27\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\npromotional inventory shall be allocated reasonably among the Parties, and shall\nnot be drawn exclusively from the NFLE reserved advertising inventory on the NFL\nSites.\n\n      14.8 Definition of Emerging Media Rights: Subject to Section 14.9, for\npurposes of this Agreement, the term \"Emerging Media Rights\" shall be defined as\nthe grant by NFLE (or its affiliates) of rights to NFL Content in the following\nareas:\n\n            (a) ***.\n\n            (b) ***\n\n            (c) ***\n\n            (d) ***\n\n            (e) ***\n\n            (f) ***\n\n      14.9 Exclusions from Emerging Media Rights Definition. ***\n\n            (a) ***\n\n            (b) ***\n\n            (c) ***\n\n            (d) ***\n\n            (e) ***\n\n      14.10 Advertising\/Sponsorship Rights. In connection with any Emerging\nMedia Rights application to be offered or made accessible through any of the NFL\nSites, and subject to the reasonable discretion of NFLE, the Parties acknowledge\nthe presumption that SportsLine shall be appointed to sell advertising and, as\nmay be appropriate, sponsorships of such application in accordance with the\nterms hereof. If the sale of advertising by SportsLine is so approved by NFLE,\nNFLE shall coordinate with SportsLine to establish a mutually acceptable sales\npolicy, including retention of commissions, commission levels, and other terms,\nto permit SportsLine to effect such sales and to coordinate such sales with\nSportsLine's advertising and sales campaigns for the NFL Sites.\n\n      15. Rights Fees Obligations. In consideration of the rights and benefits\ngranted by NFLE hereunder, and in addition to the assumption of their respective\nfinancial and performance obligations hereunder, the Interactive Parties agree\nas follows:\n\n      15.1 Rights Fee Payments. Except as otherwise provided in Section 15.3,\nthe Interactive Parties agree, severally but not jointly, to make the following\npayments to NFLE during the Term, in each case in accordance with the allocation\nof responsibility for making such payments as set forth on Exhibit O:\n\n            (a) $*** million for the first year, to be paid in quarterly\n      installments with the first installment due and payable not later than ***\n      business days following the Effective Date, and the subsequent\n      installments to be paid on or prior to ***;\n\n                                       28\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n            (b) $*** million for the second year, to be paid in quarterly\n      installments on or prior to ***;\n\n            (c) $*** million for the third year, to be paid in quarterly\n      installments on or prior to ***;\n\n            (d) $*** million for the fourth year, to be paid in quarterly\n      installments on or prior to the next succeeding ***; and\n\n            (e) $*** million for the fifth year, to be paid in quarterly\n      installments on or prior to the next succeeding ***.\n\n      15.2 Early Withdrawal by AOL.***\n\n      15.3 SportsLine Shares. SportsLine agrees to issue to NFLE SportsLine\nvoting common stock (the \"SportsLine Common Stock\") as follows:\n\n            (a) Within ten business days following the date on which this\n      Agreement is executed, SportsLine shall issue instructions to its transfer\n      agent to issue a certificate in the name of NFLE representing 350,000\n      shares of SportsLine Common Stock;\n\n            (b) Provided that NFLE has not exercised its right pursuant to\n      Section 24.2 to terminate the Agreement after the 2002-2003 NFL Season,\n      SportsLine shall, at SportsLine's sole option, on or before May 31, 2003,\n      either (i) pay to the NFLE $1,333,333 (one million three hundred\n      thirty-three thousand three hundred thirty-three dollars) in cash, or (ii)\n      issue instructions to its transfer agent to issue a certificate in the\n      name of NFLE representing a number of shares of SportsLine Common Stock\n      having a Fair Market Value (as defined herein) of $1,333,333 (one million\n      three hundred thirty-three thousand three hundred thirty-three dollars) as\n      of May 22, 2003; and\n\n            (c) Provided that *** NFLE has not exercised its right pursuant to\n      Section 24.2(b) to terminate the Agreement after the 2003-2004 NFL Season,\n      *** SportsLine shall, at SportsLine's sole option, on or before May 31,\n      2004, either (i) pay to NFLE $2,666,667 (two million six hundred sixty-six\n      thousand six hundred sixty-seven dollars) in cash, or (ii) issue\n      instructions to its transfer agent to issue a certificate in the name of\n      NFLE representing a number of shares of SportsLine Common Stock having a\n      Fair Market Value of $2,666,667 (two million six hundred sixty-six\n      thousand six hundred sixty-seven dollars) as of May 22, 2004.\n\nFor purposes of this Section 15.3, \"Fair Market Value\" shall mean the average of\nthe closing prices of the SportsLine Common Stock on the NASDAQ National Market\n(or if the SportsLine Common Stock is listed on a national securities exchange\nor admitted to unlisted trading privileges on such exchange, on the primary\nstock exchange, or exchanges, on which it is traded) for the twenty (20) trading\ndays ending on May 22, 2003, in the case of Section 15.3(b) or on May 22, 2004,\nin the case of Section 15.3(c).\n\n      15.4 Forfeiture Upon Breach. If this Agreement is terminated by any of the\nInteractive Parties pursuant to Section 24 as a result of a material breach by\nNFLE of any of its obligations under this Agreement, then NFLE shall deliver to\nSportsLine within fifteen (15) business days after the date this Agreement is so\nterminated (the \"Termination Date\") the number of shares of SportsLine Common\nStock and\/or an amount in cash, as applicable, as specified below:\n\n            (a) if the Termination Date occurs prior to May 21, 2002 (the \"First\n      Anniversary\"), one-half the number of shares SportsLine Common Stock\n      issued pursuant to Section 15.3(a);\n\n                                       29\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n            (b) if the Termination Date occurs on or after the First Anniversary\n      and prior to May 21, 2004 (the \"Third Anniversary\"), no shares of\n      SportsLine Common Stock;\n\n            (c) if the Termination Date occurs on or after the Third Anniversary\n      and prior to May 21, 2005 (the \"Fourth Anniversary\"), one-half of the\n      number of shares of SportsLine Common Stock issued, or one half of the\n      amount in cash paid, as the case may be, to NFLE pursuant to Section\n      15.3(c); and\n\n            (d) if the Termination Date occurs on or after the Fourth\n      Anniversary, no shares of SportsLine Common Stock or cash paid.\n\n      15.5 Rule 144 Reporting. In order to make available to NFLE (and its\naffiliate, designee or assignee) (collectively, a \"Holder\") the benefits of Rule\n144 promulgated under the Securities Act of 1933, as amended (the \"Securities\nAct\"), as such rule may be amended from time to time, or any similar rule or\nregulation hereafter adopted by the Securities and Exchange Commission (the\n\"SEC\") providing for offers and sales of securities made in compliance therewith\nresulting in offers and sales by subsequent holders that are not affiliates of\nan issuer of such securities being free of the registration requirements of the\nSecurities Act (\"Rule 144\"), SportsLine agrees to use its commercially\nreasonable efforts to file the reports required to be filed by it under the\nSecurities Act and the Securities Exchange Act of 1934, as amended, and the\nrules and regulations adopted by the SEC thereunder in a timely manner and, if\nat any time it is not required to file such reports, it shall, upon the request\nof a Holder, make publicly available other information so long as necessary to\npermit sales of SportsLine Common Stock pursuant to Rule 144.\n\n      15.6 Rights Fee Exchange. ***\n\n      16. Profit Sharing from Advertising\/Sponsorship Sales, E-Commerce and\nDirect Marketing Rights.\n\n      16.1 Allocation of Gross Revenues. All revenues derived from the\nexploitation of the rights granted hereunder in respect of the NFL Sites,\nincluding, but not limited to, advertising\/sponsorship sales, e-commerce\nrevenues and direct marketing exploitation from the NFL Sites (the \"Gross\nRevenues\") shall be remitted to SportsLine and shall be applied and distributed\nannually as set forth in Section 16.2, in respect of payments actually received\nduring the course of such NFL financial year (ending March 31), in the following\norder, and with respect to the allocation among the Interactive Parties as\nspecified on Exhibit O:\n\n            (a) ***\n\n            (b) ***\n\n            (c) ***\n\n            (d) ***\n\n            (e) ***\n\n            (f) ***\n\n      16.2 Payment Mechanics. All payments by SportsLine under this Section to\nNFLE or the Interactive Parties as the case may be, are due and payable\nannually, on each May 31 during the Term. Not later than May 1 of each year,\neach of the Parties shall provide to SportsLine and the other Parties a detailed\nwritten accounting statement showing the total amount of Gross Revenues\ncollected by such Party during the year ended March 31. Such accounting\nstatement shall include detailed information regarding the Gross Revenues\ncollected by such Party (including advertiser, amount received, date received\nand category of advertiser), any commissions to which \n\n                                       30\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nsuch Party is entitled pursuant to Section 11 hereof, and any expenses for which\nsuch Party is entitled to recoupment pursuant to Section 16.1 hereof. SportsLine\nshall consolidate such individual Party statements and shall deliver to each of\nthe Parties, not later than 5 business days prior to such annual payment dates,\na consolidated reconciliation statement showing the amounts due to and from each\nParty pursuant to the Gross Revenue allocation rules set forth in Section 16.1\nhereof and as otherwise provided in this Agreement. Where appropriate based on\nthe aggregate allocation of payments, SportsLine shall net a Party's payment\nobligations to any one or more of the other Parties against amounts due to such\npaying Party. Any disputes regarding payments or the calculation thereof shall\nbe subject to Dispute Resolution as provided in Section 37 hereof.\n\n      16.3 Multi-Year Sponsorships. With respect to sponsorship sales for the\nNFL Sites made prior to the end of the Term for which payment is received\nfollowing the Term, NFLE shall apply such payments and distribute the revenues\nto the Parties as soon as practicable in accordance with this Section 16.\n\n      17. NFLE Promotions. The promotion plan set forth in Exhibit P and the AOL\nCarriage Terms attached as Exhibit B detail the agreed cross-promotions\n(including both online and offline placements) and online carriage obligations\nfor each of the Parties in connection with this Agreement (such Exhibit and the\ncarriage obligations contained in the AOL Carriage Terms collectively, the\n\"Promotion and Carriage Plans\"). The Parties hereto shall provide the respective\ncarriage, placements, and other promotions (the \"Promotions\") set forth in the\nPromotion and Carriage Plans for the applicable Party for each year of the Term,\nand, where applicable, shall use commercially reasonable efforts to provide such\nPromotions evenly throughout the years of the Term. The Party being promoted\nshall in each case provide to the Party that is the subject of the Promotion all\ninformation concerning the Promotion and other details of the Promotion as may\nbe reasonably requested by such promoted Party to value the Promotions so\nundertaken (such information, where applicable, to be consistent with past\npractices between such Parties). The Party being promoted shall have the right,\nin its reasonable discretion, to approve the creative form, substance, nature\nand location of Promotions *** provided for the benefit of such Party hereunder.\n*** All such references or mentions of a Party, and the use of such Party's\ntrademarks, trade names and service marks shall be made in accordance with the\nrelevant provisions of this Agreement, AOL's Keyword and Logos Guidelines\nattached hereto as Exhibit R and such other reasonable trademark protection\npolicies of the promoted Party as may be adopted from time to time hereafter. In\nthe event that a party obligated to offer Promotions hereunder shall be unable\nto deliver any of the Promotions set forth in Exhibit P (\"Unfilled Promotions\"),\nsuch Party shall provide the Party entitled to receive the Promotions with\ncomparable Promotions of equivalent fair market value (\"Substitute Promotions\").\nThe Parties agree that the fair market valuation of any and all Unfilled\nPromotions and Substitute Promotions shall be as reasonably agreed among the\naffected Parties, or failing such agreement within *** days following a dispute,\nthen as may be reasonably determined by ***, (in respect of traditional print or\nbroadcast media) or by a neutral media buying agency or other unrelated third\nparty expert chosen by the affected Parties, (in the case of interactive,\nonline, and other new media), who shall in each case make such determination\nwith reference to, among other things, applicable industry and marketplace\nstandards and otherwise in accordance with Exhibit U. In the event that the\naffected Parties are unable to agree upon a fair market value for any Unfilled\nPromotions or Substitute Promotions within the *** period set forth above and\nare thereafter unable to agree within *** days on the identity of a neutral\nmedia buying agency, the Parties shall refer such dispute to the procedures set\nforth in Section 37 hereof; provided that conclusions of *** in respect of the\nvaluation of an entire promotion (e.g., a television advertisement into which a\nParty's promotion is integrated) of traditional print or broadcast media shall\nbe determinative and shall not be subject to the procedures set forth in Section\n37.\n\n      18. Minimum Referrals. ***\n\n      19. Comparable Transactions. ***\n\n                                       31\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      20. Traffic Reporting. All traffic for all NFL Sites *** traffic and all\ncurrent and future properties within the NFL Internet Network will be aggregated\nto create an NFL Internet Group traffic number to be reported in the\nprimary\/ranked reports by third party agencies (e.g., Media Metrix, Nielsen\nNetRatings). During the Term, and if and only if NFLE's assignment of the NFL\nInternet Group traffic to SportsLine for primary\/ranked reporting continues to\nenable NFLE to have the NFL Internet Group traffic number separately reported in\nsuch primary\/ranked reports, NFLE shall assign the NFL Internet Group traffic to\nSportsLine for primary\/ranked reporting. In the event that NFLE is unable to\nassign such NFL Internet Group traffic reported in such primary\/ranked reports\nas provided in the preceding sentence, NFLE shall assign NFL Internet Group\ntraffic to SportsLine for inclusion in SportsLine's Media Metrix (or other\nsuccessor reporting agency) secondary reporting. NFLE shall submit a letter to\nall applicable third party reporting agencies on behalf of SportsLine in a form\nreasonably necessary to effectuate any assignments as set forth above. NFLE and\nSportsLine will cooperate to publicize the joint NFL\/SportsLine traffic numbers\nwithin the Internet and advertising communities. In the event any supplemental\nor other assignment of traffic reporting is required to allow SportsLine to\nreceive traffic credit for *** consistent with this Section 20, *** shall assign\nsuch traffic to SportsLine.\n\n      21. Hospitality. NFLE grants to the Interactive Parties certain NFL\nhospitality rights as follows:\n\n      21.1 ***\n\n      21.2 ***\n\n      ***\n\n      22. Ownership of Intellectual Property.\n\n      22.1 NFLE. Except as otherwise expressly provided in Section 13 (regarding\nthe ownership and license of certain data), the Interactive Parties hereby\nacknowledge and agree that:\n\n            (a) \"Marks\" has the meaning set forth in Exhibit E and, for the\n      avoidance of doubt, includes the terms \"National Football League,\" \"NFL,\"\n      \"National Football Conference,\" American Football Conference,\" \"NFC,\"\n      \"AFC,\" \"Super Bowl,\" the NFL Shield design, as well as the full NFL team\n      names, nicknames and other names, marks (including trademarks and service\n      marks), trade dress, helmet and uniform designs, logos, designs, slogans,\n      and other source identifying symbols and indicia duly adopted pursuant to\n      applicable law for commercial purposes by NFLE or any affiliate thereof\n      (including without limitation the Marks listed on Exhibit G hereof, but\n      excluding any pre-existing trademarks, logos or other source identifying\n      symbols of the Interactive Parties); Marks are the sole and exclusive\n      property of NFL, and are considered as part of the intellectual property\n      owned by NFLE;\n\n            (b) as between the Parties, NFLE exclusively owns all right, title\n      and interest in and to all NFL Content (including without limitation all\n      NFL Contributed Content), all NFL Domains, all Existing NFL Sites, the\n      Marks, all NFL Sites (including without limitation all Customized Sites\n      but excluding for the avoidance of doubt the AOL Frames), the NFL Sites\n      Look and Feel (other than co-branded marks and logos that do not\n      incorporate Marks or other NFL Content, if any), and all other Content and\n      materials provided by or on behalf of NFLE to any Interactive Party and\n      all intellectual property and proprietary rights embodied herein,\n      including without limitation all protectable information and other\n      protectable materials in any data, video or audio feeds or other Content\n      provided to any Interactive Party hereunder whether in print, electronic\n      or any other media form, and all proprietary news, features and other\n      editorial features and\/or Content (but not including any Coding) developed\n      by SportsLine for serving on the NFL Sites (for avoidance of doubt,\n      excluding editorial and\/or other Content independently developed by\n      SportsLine and redeployed to the NFL Sites (e.g., SportsLine columnists\n      customarily appearing on the SportsLine Website and occasionally inserted\n      on the NFL Sites)), together with any and all trademark, \n\n                                       32\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      copyright and other intellectual property rights of any kind in any of the\n      foregoing but not including any SportsLine Materials, the AOL Frames or\n      any other Content created by or for AOL that does itself incorporate any\n      NFL Content (such NFLE intellectual property and other proprietary rights\n      as described in this clause, the \"NFL Intellectual Property\"); and\n\n            (c) the license rights granted herein do not constitute any\n      assignment of ownership or other transfer of ownership interests therein\n      or in any NFL Intellectual Property to the Interactive Parties.\n\n      22.2 SportsLine. Subject to Section 22.1, the Parties hereto (other than\nSportsLine) hereby acknowledge and agree that SportsLine exclusively owns all\nrights, title and interest in and to the SportsLine Materials. For this Section\n22, \"SportsLine Materials\" means:\n\n            (a) all SportsLine marks and logos, including SportsLine,\n      SportsLine.com, Commissioner.com and Football Live (but excluding for the\n      avoidance of doubt (i) all NFL Intellectual Property licensed pursuant to\n      this Agreement or otherwise used in such graphics, and all protectable\n      information and other protectable materials relating to or derived from\n      the NFL Intellectual Property, or from any data, video or audio feeds\n      provided to SportsLine hereunder and (ii) CBS trademarks and other\n      intellectual property licensed to SportsLine under separate agreements\n      between CBS and SportsLine) (the \"SportsLine Marks\");\n\n            (b) all applications and other technology, including but not limited\n      to computer software and hardware, processes and other methods, developed\n      or acquired by SportsLine and used in the implementation of features of\n      the NFL Sites (including without limitation any \"live\" application but\n      excluding for the avoidance of doubt any NFLE controlled data feeds and\n      those elements of the Fantasy Football Games produced for the NFL Sites\n      pursuant to this Agreement which consist of NFL Intellectual Property or\n      protectable elements specifically produced for and unique to such Fantasy\n      Football Games pursuant to the terms hereof) or the operation or\n      maintenance of the NFL Sites (including but not limited to the Coding (as\n      defined herein)); and\n\n            (c) all proprietary Content and features developed or acquired by\n      SportsLine and also served by SportsLine for use on the NFL Sites\n      (including the core Content of the Customized Sites, but expressly\n      excluding the AOL Frames and NFL Intellectual Property) other than the\n      editorial content referred to in Section 22.1(b);\n\nprovided that in the case of clauses (a), (b) and (c) of this Section any\nintellectual property of NFLE, CBS or AOL incorporated therein is hereby\nexcluded and shall during the Term hereof and thereafter remain the exclusive\nproperty of NFLE, CBS or AOL, as the case may be. Notwithstanding anything to\nthe contrary in the foregoing, SportsLine and NFLE may agree in writing in\nadvance that certain specified technology and\/or content developed or acquired\nby SportsLine exclusively for the NFL Sites shall be owned by NFLE (the\n\"Site-Specific NFL Technology\").\n\n      22.3 AOL. ***\n\n      22.4 NFLE Ownership of Content on NFL Sites. Subject to this Section 22,\nthe Interactive Parties acknowledge and agree that NFLE shall own all rights,\ntitle and interest in and to the NFL Sites and all intellectual property rights\nrelated thereto (including the editorial and other content \"look and feel\",\nincluding the NFL Sites Look and Feel, and all other elements of the NFL Sites\nprotectable by intellectual property laws and the NFL Sites in the aggregate,\n(except for the SportsLine Materials, AOL Intellectual Property and any\nindividual components of the NFL Sites not provided by NFLE (collectively, such\nSportsLine Materials (except to the extent such SportsLine Materials include\nCBS-owned materials which CBS owns exclusively), AOL Intellectual Property and\nindividual components not provided by NFLE (the \"Excluded Materials\")) and that,\n\n                                       33\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nexcept with respect to the Excluded Materials, the NFL Sites shall be a \"work\nmade for hire\" for NFLE within the meaning of the U.S. Copyright Act. To the\nextent any part or aspect of the NFL Sites (other than the Excluded Materials)\nis not considered a \"work made for hire\" under the U.S. Copyright Act, each of\nthe Interactive Parties hereby irrevocably assigns and transfers to NFLE all\nright, title and interest to the NFL Sites (except for the Excluded Materials),\ntogether with all intellectual property rights therein. The Interactive Parties\nfurther agree to be responsible for making any and all necessary arrangements\nwith its personnel, employees, consultants, officers, directors and agents so\nthat their work product in connection with the applicable aspects or portions of\nthe NFL Sites are deemed \"work made for hire\" within the meaning of the U.S.\nCopyright Act. NFLE (and its successors and assigns) shall have the right to\nobtain and hold in its name (or its respective designee's name) any and all\nregistrations and other evidence of its ownership of such intellectual property\nrights in the applicable aspects or portions of the NFL Sites (other than the\nExcluded Materials).\n\n      22.5 Reserved Rights. Nothing contained in this Agreement shall be deemed\n(i) to restrict the Parties from engaging in, or otherwise require a license for\nthe Parties to engage in, any conduct that is otherwise permissible without a\nlicense under applicable law; provided that, in furtherance of the provisions of\nSections 22.3 each of the Interactive Parties agrees that this clause (i) does\nnot give such Interactive Party the right to, and each Interactive Party agrees\nthat, except as may be expressly permitted by the terms hereof, it shall not,\nduring the Term, replicate the NFL Sites Look and Feel even in the event that\ndoing so would not require a license under applicable law; and (ii) each Party\nexpressly reserves each of its rights under applicable law in respect of any\nconduct by any Party outside the scope of this Agreement.\n\n      22.6 Goodwill.\n\n            (a) The Interactive Parties recognize the great value of the\n      goodwill associated with the NFL Intellectual Property, including without\n      limitation the Marks and other NFL Content, and acknowledge that such\n      goodwill belongs to NFLE and that such NFL Intellectual Property,\n      including without limitation any Marks and other NFL Content, have\n      secondary meanings in the mind of the public. Any goodwill attaching to\n      either the NFL Intellectual Property or other intellectual property rights\n      of the NFLE as they may appear in materials generated, created or\n      distributed by the Interactive Parties pursuant to this Agreement shall be\n      the sole property of, and is irrevocably assigned to, NFLE.\n\n            (b) NFLE and the Interactive Parties other than SportsLine recognize\n      the great value of the goodwill associated with the SportsLine Marks and\n      acknowledge that such goodwill belongs to SportsLine and that such\n      SportsLine Marks have secondary meaning in the mind of the public. Any\n      goodwill attaching to the SportsLine Marks as they may appear in materials\n      generated, created or distributed pursuant to this Agreement shall be the\n      sole property of, and is irrevocably assigned to, SportsLine.\n\n            (c) NFLE and the Interactive Parties other than AOL recognize the\n      great value of the goodwill associated with the AOL trademarks and logos\n      (the \"AOL Marks\") and acknowledge that such goodwill belongs to AOL and\n      that such AOL Marks have secondary meaning in the mind of the public. Any\n      goodwill attaching to the AOL Marks as they may appear in materials\n      generated, created or distributed pursuant to this Agreement shall be the\n      sole property of, and is irrevocably assigned to, AOL.\n\n            (d) NFLE and the Interactive Parties other than CBS recognize the\n      great value of the goodwill associated with the trademarks and logos owned\n      by CBS (the \"CBS Marks\") and acknowledge that such goodwill belongs to CBS\n      and that such CBS Marks have secondary meaning in the mind of the public.\n      Any goodwill attaching to the CBS Marks as they may appear in materials\n      generated, created or distributed pursuant to this Agreement shall be the\n      sole property of, and is irrevocably assigned to, CBS.\n\n                                       34\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n            (e) The Parties acknowledge that, as between each of the other\n      Parties and SportsLine, SportsLine shall own any and all source and object\n      code that run on a server, scripts, applets, protocols, programs and\n      rights in any licensed software used or developed by SportsLine in\n      connection with the NFL Sites (except for any such code, scripts, applets,\n      protocols, programs or rights in the data feeds) (collectively, the\n      \"Coding\"). Notwithstanding anything to the contrary contained herein, the\n      term \"Coding\" does not include any NFL Intellectual Property, any\n      intellectual property of NFLE, any Site-Specific NFL Technology or AOL\n      Intellectual Property.\n\n            (f) The Interactive Parties shall not, during the Term, challenge\n      the proprietary rights of NFL Intellectual Property, except that the\n      exercise by an Interactive Party of its rights pursuant to Section 22.5\n      shall not be deemed a breach of this sentence.\n\n      22.7 Legends. The Interactive Parties shall include on all pages and areas\nof the NFL Sites or Websites maintained by the Interactive Parties subject to\nthis Agreement any and all trademark, copyright or other intellectual property\nlegends and notices as may be reasonably requested by NFLE from time to time in\naccordance with industry practice and\/or in accordance with applicable law.\n\n      23. Infringement.\n\n      23.1 Defense of Marks and Rights. NFLE agrees to defend vigorously the\nMarks and indemnify the Parties against infringement liability arising in the\nUnited States for their use in accordance with the terms of this Agreement. NFLE\nfurther agrees, subject to the cooperation of the Parties, to defend the\nexclusivity of the online content granted under this license, and the\nInteractive Parties agree to support and assist NFLE at NFLE's expense with\ndefense thereof in such manner as NFLE may reasonably specify.\n\n      23.2 Notice of Infringement or Unauthorized Use. Each of the Interactive\nParties and NFLE shall promptly notify the other Parties in writing of any\ninfringement, imitation or unauthorized use of any property right of such other\nParty (the \"Affected Party\") of which its legal department becomes aware and\nshall, at the reasonable expense of the Affected Party, cooperate reasonably\nwith and provide assistance to the Affected Party in connection with any claim\nor suit relating thereto. The Affected Party shall in its sole discretion\ndetermine whether to take action and the type of action, if any, against any\nsuch unauthorized use, control any such action, be responsible for all costs and\nexpenses incurred in connection therewith, and retain any settlement made or\ndamages awarded in connection with such action. The NFL Parties and NFLE shall\nreasonably cooperate with each other in the procurement, protection and\nmaintenance of their respective tangible and intangible property rights in\nconnection with this Agreement.\n\n      24. Term of Agreement; Termination.\n\n      24.1 Term. The term of this Agreement is for a period of five years\ncommencing on the Effective Date and ending at midnight on May 21, 2006 (the\n\"Term\"), without any obligation on the part of any of the Parties to extend or\nrenew the Term upon expiration thereof unless agreed to in writing by all the\nParties. The Parties hereby agree that the first fiscal year of the term shall\nbe a short year commencing at midnight on the Effective Date and ending at\nmidnight on May 21, 2002.\n\n      24.2 Termination by NFLE. NFLE has the right (in its sole and absolute\ndiscretion) to terminate this Agreement: (a) after the 2002-2003 NFL Season by\nproviding written notice of such termination by *** to each of the Interactive\nParties, such termination to become effective as of midnight on ***; or (b)\nafter the 2003-2004 NFL Season by providing written notice of such termination\nby *** to each of the Interactive Parties, such termination to become effective\nas of midnight on ***.\n\n                                       35\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      24.3 Effect of NFLE Termination. In the event NFLE exercises its right to\nterminate this Agreement pursuant to Section 24.2, NFLE shall:\n\n            (a) grant SportsLine the right to use the Marks on its Website, and\n      the right to have a modified gameday application, in each case\n      substantially consistent with SportsLine's rights as set forth in the\n      license agreement among NFLE, NFLP, and NFL and SportsLine dated July 1,\n      1999 as in existence prior to the date of this Agreement, for an\n      additional three years;\n\n            (b) ***\n\n            (c) ***\n\n      24.4 CBS Marks License Terms and Conditions. In the event that the CBS\nMarks License Terms and Conditions, dated March 5, 1997, shall at any time no\nlonger be in effect, NFLE may immediately terminate this Agreement unless\nSportsLine shall enter into an agreement with NFLE with substantially identical\nterms as those in the CBS Marks License Terms and Conditions applicable to\ngambling. SportsLine hereby covenants to enter into such agreement with NFLE\nupon the written request of NFLE.\n\n      24.5 Termination for Breach.\n\n            (a) ***\n\n            (b) ***\n\n            (c) ***\n\n            (d) ***\n\n            (e) ***\n\n      24.6 Return of Materials. Unless specifically stated otherwise in this\nAgreement, including Section 24.3 hereof, upon termination of this Agreement,\nall rights granted to the Interactive Parties hereunder to use any NFL\nIntellectual Property shall cease, and each of the Interactive Parties (as\napplicable) shall return (or destroy and certify destruction thereof) such NFL\nIntellectual Property and all evidences thereof to NFLE as soon as commercially\nreasonable in no event later than 30 days (other than as specifically provided\nherein).\n\n      24.7 Settlement of Post-Termination Advertising and Sponsorship Revenues.\nIn the event of any termination or withdrawal under this Agreement, any Party\nreceiving following such termination or withdrawal any advertising and\/or\nsponsorship revenues in respect of any advertising and\/or sponsorship sales for\nthe NFL Sites made by or on behalf of such Party prior to the termination of or\nwithdrawal from this Agreement shall pay promptly following the receiving\nParty's receipt of such advertising and\/or sponsorship revenues (i) to the\nselling Party the sales commissions payable to such selling Party as provided in\nSection 11.16 hereof, and (ii) as Gross Revenues to SportsLine (if SportsLine\nshall remain a party to this Agreement) or to NFLE or its designee (in all other\ncases) the balance of any such revenues, after allocation of any such revenues\nas provided in this Section 24.7. In the event this Agreement is terminated, the\nParties shall conduct a final accounting (including an appropriate allocation of\nadvertising and\/or sponsorship revenue (as between the Parties pursuant to\nSection 16 hereof, on the one hand, and NFLE, on the other, in respect of\nadvertising on and\/or sponsorship of the NFL Sites during the Term and\nthereafter) for purposes of determining payment obligations hereunder as if the\nfiscal year of this Agreement (for purposes of the allocations in Section 16\nhereof) had ended as of the termination date or withdrawal date, as applicable.\nNotwithstanding the foregoing, (i) the Parties' payment obligations under this\nSection 24.7 are limited to the non-breaching Party or Parties, and no Party\nshall be required to make any \n\n                                       36\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\npayments pursuant to this Section 24.7 to the Party whose action or omission\nthat triggered the right of termination in this Section 24, and (ii) any such\npayments appropriately allocated to the purchase of advertising appearing on or\nsponsorship of the NFL Sites prior to the termination of this Agreement shall be\ndistributed to the non-breaching Parties in accordance with Section 16 hereof.\n\n      24.8 Withdrawal by AOL. AOL has the right in its sole and absolute\ndiscretion to withdraw from this Agreement after the conclusion of the 2003-2004\nNFL Season, and thereby to terminate each and all of its rights and obligations\nhereunder with effect as and from May 21, 2004, by providing written notice of\nsuch withdrawal not later than March 31, 2004, to each of the other Parties\nhereto. In the event that AOL duly exercises such withdrawal right:\n\n            (a) ***\n\n            (b) ***\n\n            (c) ***\n\n            (d) ***\n\n            (e) ***\n\n            (f) ***\n\n            (g) ***\n\n            (h) ***\n\n            (i) ***\n\n      24.9 Right to Withdraw Upon Certain Terminations of CBS Broadcasting\nRights. In the event that, at any time during the Term, CBS Sports shall for\nreasons other than a breach of its obligations under the AFC package television\nbroadcast contract with the NFL, no longer have the rights under such television\nbroadcast agreements with NFL to televise and broadcast NFL Games, then, in such\nevent, each of CBS, SportsLine and AOL shall have the right, at any time within\n*** days following the date on which the expiration, termination or other loss\nof such rights shall have occurred, to withdraw from this Agreement and thereby\nto terminate each and all of its rights and obligations hereunder. Such\nwithdrawal by any of the Interactive Parties shall not be deemed a breach by\nsuch withdrawing Interactive Party of its obligations under this Agreement;\nprovided that in the event that one or more of the Interactive Parties shall\nfail to exercise such withdrawal rights within such *** day period, NFLE and the\nInteractive Parties so failing to exercise such withdrawal rights shall\nthereupon have the rights, solely as among NFLE and with respect to any of the\nInteractive Parties so remaining, to attempt to cure and\/or effect substitute\nperformance of the obligations of any of the withdrawing Interactive Parties as\nprovided in Section 24.5 hereof the case of a breach by such withdrawing\nInteractive Party of its obligations hereunder.\n\n      24.10 AOL Member Rights. ***\n\n            (a) ***\n\n            (b) ***\n\n      ***\n\n                                       37\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      24.11 No Other Rights. In the event of the termination of this Agreement,\nthe Parties shall retain no other intellectual property or other rights granted\npursuant hereto except as otherwise expressly provided in this Agreement.\n\n      25. Reports; Audits.\n\n      25.1 Quarterly accounting statements, in a form as mutually agreed by the\nParties, shall be sent by SportsLine to the other Parties reporting in\nreasonable detail the information required to determine the revenue, expense and\nprofit calculations contemplated by this Agreement on May 15, August 15,\nNovember 15 and February 15 of each year.\n\n            (a) During the Term and for at least two (2) fiscal years thereafter\n      the Parties shall maintain complete and accurate books of accounting and\n      records in connection with the performance of financial obligations under\n      this Agreement, including without limitation: (i) SportsLine's actual\n      hosting and production expenses of the NFL Sites (as compared to the\n      budgeted expenses set forth in the Budgets); (ii) records evincing the\n      NFLE Sponsorship Credit Amount referred to in Section 11.13(b); (iii) the\n      calculation of the Emerging Media Rights net profits; (iv) SportsLine's\n      records relating to advertising insertion orders and related revenues as\n      contemplated in Section 11; and (v) associated invoices and other\n      financial records (including evidence of insertion and serving) related to\n      the foregoing (such documents referred to in (i) through (v) are\n      collectively referred to as \"Records\").\n\n            (b) During the Term and for two (2) fiscal years thereafter each of\n      the Parties, through their duly authorized representatives (who shall be a\n      firm of certified public accountants of nationally recognized standing)\n      shall have the right during business hours and upon reasonable prior\n      written notice, to inspect and examine the Records for the sole purpose of\n      ensuring compliance with this Agreement, provided, -------- such\n      inspections\/examinations shall not occur more than once per fiscal year.\n      Each Party agrees to cooperate reasonably with the auditing Party or such\n      auditor and shall not cause or permit any interference with the Party or\n      its representatives with any such inspection, audit or examination. In\n      lieu of providing access to its Records as described above, a Party shall\n      be entitled to provide another Party with a report from an independent\n      certified public accounting firm of nationally recognized standing\n      confirming the information to be derived from such Records.\n\n            (c) The Party being audited shall reimburse the auditing Party for\n      the actual reasonable cost of any inspection, audit or examination which\n      proves a payment of more than three percent (3%) between the amount due to\n      the auditing Party as the result of an inspection, audit or examination\n      and the amounts the audited Party paid or reported to the auditing Party.\n      An audited Party shall pay the auditing Party any deficient amount that\n      results from an inspection, audit or examination together with interest on\n      such amount payable in accordance with Section 16.2.\n\n            (d) Each Party (other than AOL) shall provide to the other Parties a\n      quarterly report documenting its compliance with all of the promotional\n      commitments it has undertaken pursuant to this Agreement, which report\n      shall include the type of promotion, date of the promotion, copies of all\n      print promotions, duration and circulation of the promotion and any other\n      mutually agreed upon information. AOL shall make available to the other\n      Parties, a monthly report specifying for the prior month's aggregate\n      Impressions delivered to the Placements, which are similar in substance\n      and form to the reports provided by AOL to other similarly situated\n      Content partners.\n\n            (e) For the avoidance of doubt, any information disclosed to a Party\n      (or its representative) upon the exercise of the audit rights provided in\n      Section 25 shall be subject to Section 26.\n\n                                       38\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      26. Confidentiality.\n\n      26.1 The Interactive Parties and NFLE agree to maintain the\nconfidentiality of the Confidential Information (as defined herein). Each of the\nParties agrees that it shall: (a) not disclose, without the disclosing Party's\nprior written consent, another Party's Confidential Information to any third\nparty (other than as set forth in this Section 26); (b) use another Party's\nConfidential Information only to the extent necessary to perform its obligations\nor exercise its rights under this Agreement; (c) disclose another Party's\nConfidential Information only to those of its consultants, officers, directors,\nemployees, agents and legal and financial advisors who need to know such\ninformation for purposes of this Agreement and who are bound by confidentiality\nobligations no less restrictive than this Section; (d) protect all Confidential\nInformation of the other Parties from unauthorized use, access, or disclosure in\nthe same manner as it protects its own confidential information of a similar\nnature, and in no event with less than reasonable care; and (e) take reasonable\nsteps, at least substantially equivalent to the steps it takes to protect its\nown proprietary information, during the Term, and for a period of two years\nfollowing expiration or termination of this Agreement, to prevent the disclosure\nof Confidential Information of the other Parties, other than to its employees,\nor to its other agents who must have access to such Confidential Information for\nsuch Party to perform its obligations hereunder, who shall each agree to comply\nwith this section.\n\n      26.2 For purposes of this Agreement, \"Confidential Information\" means all\ninformation disclosed in the course of this Agreement by any Party to any other\nparty, including the terms and conditions of this Agreement or any other\nagreement between the Parties, trade secrets of the Parties, information about\ntechnical processes and formulas, any nonpublic information relating to a\nParty's product plans, designs, ideas, concepts, costs, prices, finances,\nmarketing plans, business opportunities, personnel, research, development or\nknow-how and any other nonpublic technical or business information of a Party,\nor other information designated as Confidential Information by the disclosing\nParty. Without limiting the generality of the foregoing, the following\ninformation shall be deemed to be Confidential Information: (a) the\ncapabilities, technical descriptions and source code (if any) relating to any\nParty's released or unreleased software products or services; (b) the marketing\nand promotion plans of each Party's products or services; (c) each Party's\nfinancial information and business practices or policies; and (d) each Party's\ncustomer lists and customer information (subject to any disclosure and\/or rights\npursuant to the provisions of this Agreement governing the use and ownership of\njointly gathered online data).\n\n      26.3 Notwithstanding anything to the contrary in the foregoing,\nConfidential Information does not include information that: (a) is now or\nsubsequently becomes generally available to the public through no fault or\nbreach on the part of the receiving Party; (b) the receiving Party can\ndemonstrate to have had lawfully in its possession without any obligation of\nconfidentiality prior to disclosure hereunder; (c) is independently developed by\nthe receiving Party without the use of any Confidential Information of the\ndisclosing Party as evidenced by written documentation; or (d) the receiving\nParty lawfully obtains from a third party who has the right to transfer or\ndisclose it and who provides it without any obligation to maintain the\nconfidentiality of such information.\n\n      26.4 If the receiving Party receives notice that it may be required or\nordered to disclose any Confidential Information in connection with legal\nproceedings or pursuant to a subpoena, order or a requirement or an official\nrequest issued by a court of competent jurisdiction or by a judicial,\nadministrative, legislative, regulatory or self regulating authority or body, it\nshall cooperate with the disclosing Party to seek confidential treatment of such\nConfidential Information and shall use its best efforts to give the disclosing\nParty sufficient prior written notice in order to contest such requirement or\norder. Nothing herein shall be construed to impose any obligation to disclose\nany Confidential Information. If this Agreement or any of its terms or any other\nConfidential Information must be disclosed in connection with legal proceedings\nor pursuant to a subpoena, order or a requirement or an official request issued\nby a court of competent jurisdiction or by a judicial, administrative,\nlegislative, regulatory or self regulating authority or body, such receiving\nParty shall (a) first give written notice of the intended disclosure to the\ndisclosing Party as far in advance of disclosure as is practicable and in any\ncase within a reasonable time prior to the time when disclosure is to be made,\n(b) consult with the disclosing Party on \n\n                                       39\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nthe advisability of taking steps to resist or narrow such request, and (c) if\ndisclosure is required or deemed advisable, cooperate with the other Parties in\nany attempt that it may make to obtain an order or other reliable assurance that\nconfidential treatment shall be accorded to designated portions of the\nConfidential Information or that the Confidential Information shall otherwise be\nheld in the strictest confidence to the fullest extent permitted under the laws,\nrules or regulations of any other applicable governing body.\n\n      26.5 The Interactive Parties and NFLE acknowledge that the unauthorized\ndisclosure or use of Confidential Information could cause irreparable harm and\nsignificant injury, the precise measure of which may be difficult to ascertain.\nAccordingly, each of the Parties agrees that the aggrieved Party shall have the\nright to seek injunctive relief from any breach of the confidentiality\nobligations of this Section, in addition to all other rights and remedies to\nwhich it may have. The Parties agree that each has and shall retain ownership of\nall of its own Confidential Information, and that upon the expiration or\ntermination of this Agreement, except as otherwise specifically set forth in\nthis Agreement, each Party shall return or destroy (as set forth below) and\nshall not retain the Confidential Information of the other Parties. The Parties\nshall, except to the extent inconsistent with (a) its use in connection with\nlegal proceedings, (b) applicable law, regulations, rules or official requests\nor (c) the express terms of this Agreement, at the disclosing Party's election,\ndestroy or return to the other Party any tangible copies of the disclosing\nParty's Confidential Information, and permanently delete all electronic copies\nof the disclosing Party's Confidential Information, in such Party's possession\nor control at the request of the other Party and upon termination of this\nAgreement, and shall certify in writing to the other Party that it has done so.\n\n      26.6 Notwithstanding anything to the contrary in the foregoing, any of the\nParties may issue a press release or other disclosure containing Confidential\nInformation without the consent of the other Party, to the extent such\ndisclosure is required by law, rule, regulation or government or court order or\nas reasonably advised by legal counsel. In such event, the disclosing Party\nshall provide, to the extent practicable, at least five (5) business days prior\nwritten notice of such proposed disclosure to the applicable Party. Further, in\nthe event such disclosure is required of any of the Parties under the laws,\nrules or regulations of the SEC or any other applicable governing body, such\nParty shall (i) redact mutually agreed-upon portions of this Agreement to the\nfullest extent permitted under applicable laws, rules and regulations and (ii)\nsubmit a request to such governing body that such portions and other provisions\nof this Agreement receive confidential treatment under the laws, rules and\nregulations of the SEC or otherwise be held in the strictest confidence to the\nfullest extent permitted under the laws, rules or regulations of any other\napplicable governing body.\n\n      27. Representations, Warranties and Covenants.\n\n      27.1 Each of the Parties hereby represents and warrants that (a) it has\nthe full corporate right, power and authority to enter into this Agreement,\ngrant the licenses granted hereunder (or cause such licenses to be granted) and\nto perform its obligations thereunder; (b) the execution of this Agreement and\nthe performance of its obligations thereunder does not and shall not conflict\nwith or result in a breach of any other agreement to which it is a party; and\n(c) this Agreement has been duly executed and delivered by such party and\nconstitutes the valid and binding agreement of such party, enforceable against\nsuch party in accordance with its terms except as the same may be limited by\napplicable bankruptcy, insolvency, reorganization, moratorium or other similar\nlaws of general application affecting the enforcement of creditors' rights\ngenerally and general equitable principles regardless of whether such\nenforceability is considered in a proceeding at law or in equity.\n\n      27.2 SportsLine further represents, warrants and, as applicable,\ncovenants, that:\n\n                  (i) SportsLine owns or has the legal and valid right to use\n            and to license to the other Parties as contemplated herein all\n            Content (other than the NFL Content), including without limitation\n            the SportsLine Materials and the Coding, used on or in connection\n            with the NFL Sites;\n\n                                       40\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n                  (ii) SportsLine is and shall be in compliance with any and all\n            applicable laws with respect to its performance or obligations under\n            this Agreement, including without limitation, laws and regulations\n            applicable to contests and sweepstakes;\n\n                  (iii) the NFL Sites (including the Coding) shall be prepared\n            in a workmanlike manner and with professional diligence and skill\n            and shall comply with the Operating Standards perform and be\n            substantially accessible by the most recent Windows, Macintosh and\n            AOL versions of the Microsoft Internet Explorer browsers, Netscape\n            Navigator browser, Netscape Communicator browser and any other\n            browser that represents more than 5% of aggregate CBS SportsLine\n            Website traffic;\n\n                  (iv) SportsLine shall use reasonable best efforts to screen\n            the NFL Sites (including the Coding) for, and confirm that the NFL\n            Sites does not contain, any virus or other coding or instruction\n            intentionally constructed to damage or interfere with the NFL Sites,\n            the Internet or any computers of NFLE and its agents, customers or\n            end-users to which NFLE has not previously consented;\n\n                  (v) neither (x) the NFL Sites, as designed and developed by\n            SportsLine hereunder nor (y) any Website linked to from the NFL\n            Sites, other than links approved by NFLE, and excluding advertising\n            and sponsorships permitted pursuant to this Agreement, shall,\n            directly or indirectly, link to, contain or refer in any manner to\n            any textual, pictorial, video, audio or other matter that is, by\n            reasonably prevailing community standards, lewd, obscene, libelous,\n            offensive, inappropriate or unsuitable and that nothing linked to,\n            contained in or referred to by the NFL Sites conflicts with or\n            violates any applicable laws or regulations (including those\n            relating to contests sweepstakes, or similar promotions) or\n            otherwise facilitates the commission of any local, state or federal\n            crime or any immoral or offensive act;\n\n                  (vi) the shares of SportsLine Common Stock to be issued\n            pursuant to this Agreement shall be duly authorized, validly issued,\n            fully paid and non-assessable and shall be free of preemptive\n            rights, pledges, liens, claims or other encumbrances of any kind\n            other than any applicable requirements of federal and state security\n            laws respecting limitations on the subsequent transfer thereof;\n\n                  (vii) all Content on the NFL Sites and all Promo Content\n            (excluding AOL Frames, other AOL Intellectual Property the NFL\n            Content) does not and shall not infringe on or violate any\n            copyright, trademark, U.S. patent, rights of publicity or privacy,\n            or any other third party intellectual property right, including any\n            musical performance or other music-related right; and\n\n                  (viii) all Content contained within the Customized Site (other\n            than AOL Frames or other AOL Intellectual Property and the NFL\n            Content) and all Promo Content, Promotional Materials and all\n            Licensed Content does not and will not violate the terms of this\n            Agreement, including without limitation, the AOL Carriage Terms or\n            AOL Terms of Service.\n\n      27.3 NFLE represents, warrants and, as applicable, covenants that:\n\n                  (i) NFLE is and shall be in compliance with any and all\n            applicable laws with respect to its performance or obligations under\n            this Agreement;\n\n                  (ii) NFLE owns or has the legal and valid right to use and to\n            license to the other Parties as contemplated herein NFL Content\n            licensed hereby *** and the NFL Content does not and shall not\n            infringe on or violate any copyright, trademark, U.S. patent, rights\n            of publicity or \n\n                                       41\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n            privacy, or other third party intellectual property rights including\n            without limitation any music performance or other music-related\n            rights; provided that the Parties agree and acknowledge that in\n            respect of audio broadcasts feeds provided to the Interactive\n            Parties for their own use, pursuant to Section 8 hereof, additional\n            fees may be required to be paid to the licensors of such audio\n            broadcast feeds for residuals or other rights;\n\n                  (iii) NFLE is acquiring the SportsLine Common Stock solely for\n            its own account and not for the account or beneficial interest of\n            any other person, and the SportsLine Common Stock is not being\n            acquired with a view to any distribution in violation of the\n            Securities Act or the securities laws of any state of the United\n            States or any other applicable jurisdiction;\n\n                  (iv) NFLE acknowledges that (a) the offer and sale of the\n            SportsLine Common Stock has not been registered under the Securities\n            Act or applicable state securities laws and that the SportsLine\n            Common Stock may not be sold, transferred, pledged or otherwise\n            disposed of unless subsequently so registered or unless NFLE\n            delivers to SportsLine an opinion of counsel reasonably satisfactory\n            to SportsLine that registration under the Securities Act and any\n            applicable state securities laws is not required; and (b) any\n            certificate evidencing the SportsLine Common Stock shall bear a\n            restrictive legend prohibiting the transfer thereof except in\n            compliance with applicable federal and securities laws;\n\n                  (v) in acquiring the SportsLine Common Stock, NFLE has not\n            acted on the basis of any representations and warranties concerning\n            the business or financial condition of SportsLine and NFLE (a) is an\n            \"accredited investor,\" as defined in Rule 501 of Regulation D\n            promulgated under the Securities Act and (b) has such knowledge and\n            experience in business, financial and investment matters that it is\n            capable of evaluating the merits and risks of an investment in the\n            SportsLine Common Stock;\n\n                  (vi) that subject to the terms of the Agreement, the licenses\n            granted pursuant to this Agreement are the only licenses that the\n            Interactive Parties shall require to exercise the rights granted to\n            them pursuant to this Agreement;\n\n                  (vii) NFLE has full power and authority to grant the licenses\n            and perform the obligations required of its affiliates, including\n            NFLP and NFL Productions, pursuant to this Agreement;\n\n                  (viii) NFLE acknowledges that the terms of the agreements\n            between certain Member Clubs and *** that provide certain\n            designations and trademark usage rights, in the Interactive Service\n            Category to such Member Clubs do not extend beyond *** and such\n            agreements shall not be extended or renewed by such Member Clubs;\n\n                  (ix) all NFL Content contained within the Customized Sites\n            does not and will not violate the AOL Carriage Terms or the AOL\n            Terms of Service; and\n\n                  (x) no NFL Content licensed hereunder contains or refers in\n            any manner to any textual, pictorial, video, audio or other matter\n            that is, by reasonably prevailing community standards, lewd,\n            obscene, libelous, offensive, inappropriate or unsuitable, and\n            nothing contained in or referred to in such NFL Content conflicts\n            with or violates any applicable laws or regulations (including those\n            relating to contests, sweepstakes or similar promotions), or\n            otherwise facilitates the commission of any local state or federal\n            crime or any immoral or offensive act.\n\n                                       42\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nIn the event that any additional licenses are necessary for an Interactive Party\nto exercise the rights granted to it pursuant to this Agreement, then, as the\nInteractive Parties' sole remedy, NFLE shall grant such additional licenses to\nthe Interactive Parties or cause such licenses to be granted to the Interactive\nParties for no consideration other than as set forth in clause (ii) of this\nSection 27.3. All rights not expressly granted herein are expressly reserved by\nNFLE.\n\n      27.4 AOL represents, warrants and, as applicable, covenants that:\n\n                  (i) ***;\n\n                  (ii) AOL is and shall be in compliance with any and all\n            applicable laws with respect to its performance or obligations under\n            this Agreement;\n\n                  (iii) ***; and\n\n                  (iv) ***.\n\n      27.5 THE PARTIES ACKNOWLEDGE THAT THE WARRANTIES ABOVE ARE EXCLUSIVE AND\nIN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED\nWARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR\nPURPOSE.\n\n      27.6 EXCEPT AS OTHERWISE PROVIDED WITH RESPECT TO INDEMNIFICATION\nHEREUNDER, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR\nINDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES\nFOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY SUCH OTHER PARTY\n(COLLECTIVELY \"DISCLAIMED DAMAGES\"), EVEN IF FORESEEABLE ARISING OUT OF OR\nRELATING TO THIS AGREEMENT. EXCEPT AS PROVIDED WITH RESPECT TO INDEMNIFICATION\nOR IN THE CASE OF WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR INTELLECTUAL PROPERTY\nINFRINGEMENT, THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY\nCLAIMS FOR WHICH SUCH PARTY IS DETERMINED TO BE LIABLE ARISING IN CONNECTION\nWITH THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAYABLE (EXCLUDING\nAMOUNTS PAID AS INDEMNITIES HEREUNDER) BY ALL PARTIES HEREUNDER IN THE YEAR IN\nWHICH THE EVENT GIVING RISE TO SUCH LIABILITY OCCURRED; PROVIDED THAT EACH PARTY\nSHALL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO\nTHE OTHER PARTY UNDER THE PROVISIONS OF THIS AGREEMENT.\n\n      28. Indemnification.\n\n      28.1 Indemnification by Each of the Parties. Each of the Parties shall\nindemnify and hold harmless each of the other Parties hereto, and each of their\nrespective affiliates, and their directors, officers, employees, agents,\nconsultants, successors and assigns, from and against any and all third-party\nclaims, costs, demands, expenses, liabilities and losses (including but not\nlimited to reasonable attorneys' fees and disbursements) (hereinafter, \"Third\nParty Claims\") arising out of (a) any breach of its representations, warranties\nand covenants hereunder, (b) any unauthorized use by such Party of any other\nParty's intellectual property licensed or contributed by such other Party for\nuse by the Indemnifying Party hereunder, or (c) such Party's failure to comply\nwith any local, state or federal law or regulation in connection with the\nperformance of its obligations or the exercise of its rights under this\nAgreement.\n\n      28.2 Additional Indemnification by ***. ***\n\n                                       43\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      28.3 Additional Indemnification by SportsLine. SportsLine shall indemnify\nand hold harmless NFLE and each of its affiliates, their respective directors,\nofficers, employees, agents, consultants, successors and assigns, from and\nagainst any and all Third Party Claims arising out of any product or service\nprovided, advertised or promoted by SportsLine in connection with the exercise\nof SportsLine's rights as an official NFL sponsor under Section 7 of this\nAgreement.\n\n      28.4 Indemnification Procedure. If a Party entitled to indemnification\nhereunder (the \"Indemnified Party\") becomes aware of any matter it believes is\nindemnifiable hereunder involving any claim, action, suit, investigation,\narbitration or other proceeding against the Indemnified Party by any third party\n(each an \"Action\"), the Indemnified Party shall give the other Party (the\n\"Indemnifying Party\") prompt written notice of such Action. Such notice shall\n(i) provide the basis on which indemnification is being asserted and (ii) be\naccompanied by copies of all relevant pleadings, demands and other papers\nrelated to the Action and in the possession of the Indemnified Party. The\nIndemnifying Party shall have a period of *** days after delivery of such notice\nto respond. If the Indemnifying Party elects to defend the Action or does not\nrespond within the requisite *** day period, the Indemnifying Party shall be\nobligated to defend the Action, at its own expense, and by counsel reasonably\nsatisfactory to the Indemnified Party. The Indemnified Party shall cooperate\nreasonably, at the expense of the Indemnifying Party, with the Indemnifying\nParty and its counsel in the defense and the Indemnified Party shall have the\nright to participate fully, at its own expense, in the defense of such Action.\nIf the Indemnifying Party fails to respond or responds within the required ***\nday period and declines or otherwise refuses to defend such Action, the\nIndemnified Party shall be free, without prejudice to any of the Indemnified\nParty's rights hereunder, to compromise or defend (and control the defense of)\nsuch Action. In such case, the Indemnifying Party shall cooperate reasonably, at\nits own expense, with the Indemnified Party and its counsel in the defense\nagainst such Action, and the Indemnifying Party shall have the right to\nparticipate fully, at its own expense, in the defense of such Action. Any\ncompromise or settlement of an Action shall require the prior written consent of\nboth Parties hereunder, such consent not to be unreasonably withheld or delayed.\n\n      29. Assignment. ***\n\n      30. Choice of Law. The Parties agree that this Agreement shall be governed\nby the laws of the State of New York applicable to contracts made and wholly\nperformed within such State. For purposes of any dispute arising out of or in\nconnection with this Agreement or the rights granted or obligations imposed\nhereunder (and solely for such purpose), each Party irrevocably consents and\nsubmits to the exclusive jurisdiction of the courts of the state of New York and\nthe federal courts situated in the Southern District of New York for purposes of\nany and all Non-Arbitration Claims (as defined herein) and any and all actions\nto enforce arbitration claims or to recover damages or other relief in\nconnection with such claims or to enforce a judgment rendered in an arbitration\nproceeding.\n\n      31. Press Releases. Each Party shall submit to the other Parties, for\ntheir prior written approval, which shall not be unreasonably withheld or\ndelayed, any press release or any other public statement (\"Press Release\")\nregarding the transactions contemplated hereunder. Notwithstanding the\nforegoing, any of the Parties may issue Press Releases and other disclosures as\nrequired by law, rule, regulation or court order or as reasonably advised by\nlegal counsel without the consent of the other Party, and, in such event, the\ndisclosing Party shall provide at least five (5) business days prior written\nnotice of such disclosure.\n\n      32. Notices. Any notice, approval, request, authorization, direction or\nother communication under this Agreement shall be given in writing and shall be\ndeemed to have been delivered and given for all purposes of (i) on the delivery\ndate if delivered by electronic mail on the AOL Network (to screenname \"AOL\nNotice\") in the case of AOL or, in the case of the other Parties, by confirmed\nfacsimile to the person to whom such item is directed (with a copy via one of\nthe other forms of delivery specified herein promptly thereafter); (ii) on the\ndelivery date if delivered personally to the Party to whom the same is directed;\n(iii) one business day after deposit with a commercial overnight carrier, with\nwritten verification of receipt; or (iv) five business days after the \n\n                                       44\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nmailing date, whether or not actually received, if sent by U.S. mail, return\nreceipt requested, postage and charges prepaid, or any other means of rapid mail\ndelivery for which a receipt is available:\n\n            (a) if to NFL:\n\n                  NFL Enterprises L.P.\n                  280 Park Avenue\n                  New York, NY  10017\n                  Attn: Senior Vice President, New Media\n                  Fax: ***\n\n                  and\n\n                  Covington &amp; Burling\n                  1201 Pennsylvania Avenue, N.W.\n                  Washington, DC  20004\n                  Attn: Bruce S. Wilson\n                  Fax: ***\n\n            (b) if to SportsLine:\n\n                  SportsLine.com, Inc.\n                  2200 W. Cypress Creek Road\n                  Ft. Lauderdale, Florida  33309\n                  Attn:  President\n                  Fax: ***\n\n                  and:\n\n                  SportsLine.com, Inc.\n                  2200 W. Cypress Creek Road\n                  Ft. Lauderdale, Florida  33309\n                  Attn:  General Counsel\n                  Fax: ***\n                  email: ***\n\n            (c) if to AOL:\n\n                  America Online, Inc.\n                  22000 AOL Way\n                  Dulles, Virginia 20166\n                  Attn:  ***\n                  Fax:  ***\n\n                  and\n\n                  America Online, Inc.\n                  22000 AOL Way\n                  Dulles, Virginia 20166\n                  Attn:  ***\n                  Fax:  ***\n\n                                       45\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n            (d) if to CBS:\n\n                  CBS Broadcasting Inc.\n                  51 West 52nd Street\n                  New York, New York 10019\n                  Attn: President, CBS Sports\n                  Fax:  ***\n\n                  and\n\n                  CBS Television\n                  1515 Broadway\n                  New York, NY 10036\n                  Attn: General Counsel\n                  Fax: ***\n\n      33. SportsLine Designated Representatives. SportsLine hereby appoints the\nfollowing individuals as designated representatives that have the authority to\nexercise each of SportsLine's consultation and\/or approval rights provided in\nthis Agreement: (i) Andrew Sturner; (ii) Mark Mariani; or (iii) Joe Ferreira.\n\nSportsLine may change these designated representatives upon written notice to\nthe other Parties; provided that there shall always be at least two individuals\nso designated by SportsLine.\n\n      34. Amendments. No amendment, modification or waiver of the terms of this\nAgreement shall be binding unless reduced to writing and signed by the Parties.\n\n      35. Severability. In the event that any provision of this Agreement\nconflicts with the law under which this Agreement is to be construed or if any\nsuch provision is held invalid by a court with jurisdiction over the Parties to\nthis Agreement, (i) such provision shall be deemed to be restated to reflect as\nnearly as possible the original intentions of the Parties in accordance with\napplicable law, and (ii) the remaining terms, provisions, covenants and\nrestrictions of this Agreement shall remain in full force and effect.\n\n      36. Force Majeure. Any delay in or failure of performance by any of the\nParties (in each case, the \"Performing Party\") under this Agreement shall not be\nconsidered a breach of this Agreement and shall be excused to the extent caused\nby any occurrence beyond the reasonable control of such party, such as acts of\nGod, power outages and labor strikes, where such delay could not have been\nprevented by reasonable precautions and cannot reasonably be circumvented by the\nPerforming Party through the use of alternative sources, work-around plans or\nother means (each, a \"Force Majeure Event\"); provided that the Performing Party\ncontinues to use its best efforts to recommence performance whenever and to\nwhatever extent possible without delay. Any Party so delayed in its performance\nshall immediately notify the other Parties by telephone (to be confirmed in\nwriting within one day of the inception of such delay) and shall describe at a\nreasonable level of detail the circumstances causing such delay.\n\n      37. Arbitration.\n\n      37.1 The Parties shall act in good faith and use commercially reasonable\nefforts to promptly resolve any claim, dispute, controversy or disagreement\n(each a \"Dispute\") between the Parties or any of their respective subsidiaries,\naffiliates, successors and assigns under or related to this Agreement or any\ndocument executed pursuant to this Agreement or any of the transactions\ncontemplated hereby. If the Parties cannot resolve the Dispute within such\ntimeframe, the Dispute shall be submitted to the Management Committee for\nresolution. For \n\n                                       46\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nthe purposes of the arbitration section of this Agreement, the term \"Management\nCommittee\" shall mean a committee made up of a senior executive from each of the\nParties for the purpose of resolving Disputes under this Section and generally\noverseeing the relationship between the Parties contemplated by this Agreement.\nFor ten (10) days after the Dispute was submitted to the Management Committee,\nthe Management Committee shall have the exclusive right to resolve such Dispute;\nprovided that the Management Committee shall have the final and exclusive right\nto resolve Disputes arising from any provision of this Agreement which expressly\nor implicitly provides for the Parties to reach mutual agreement as to certain\nterms. If the Management Committee is unable to amicably resolve the Dispute\nduring the ten (10) day period, then the Management Committee shall consider in\ngood faith the possibility of retaining a third party mediator to facilitate\nresolution of the Dispute. In the event the Management Committee elects not to\nretain a mediator, the Dispute shall be subject to the resolution mechanisms\ndescribed below. No Party shall seek, nor shall be entitled to seek, binding\noutside resolution of the Dispute (other than temporary injunctive relief\npending the outcome of the resolution of a Dispute as otherwise provided herein)\nunless and until the Parties have been unable to amicably resolve the dispute as\nset forth in this paragraph (a) and then, only in compliance with the procedures\nset forth in this Section.\n\n      37.2 Except for Disputes relating to issues of (i) proprietary rights,\nincluding but not limited to intellectual property and confidentiality, and (ii)\nany provision of this Agreement which expressly or implicitly provides for the\nParties to reach mutual agreement as to certain terms (which shall be resolved\nby the Parties solely and exclusively through amicable resolution as set forth\nin paragraph (a)), any Dispute not resolved by amicable resolution as set forth\nin paragraph (a) shall be governed exclusively and finally by arbitration. Such\narbitration, including selection of arbitrators, shall be conducted by the\nAmerican Arbitration Association (\"AAA\") in Washington, D.C. and shall be\ninitiated and conducted in accordance with the Commercial Arbitration Rules\n(\"Commercial Rules\") of the AAA, including the AAA Supplementary Procedures for\nLarge Complex Commercial Disputes (\"Complex Procedures\"), as such rules shall be\nin effect on the date of delivery of a demand for arbitration (\"Demand\"), except\nto the extent that such rules are inconsistent with the provisions set forth\nherein. Notwithstanding the foregoing, the Parties may agree in good faith that\nthe Complex Procedures shall not apply in order to promote the efficient\narbitration of Disputes where the nature of the Dispute, including without\nlimitation the amount in controversy, does not justify the application of such\nprocedures.\n\n      37.3 The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, and not state law,\nshall govern the arbitrability of all Disputes. The arbitrators shall allow such\ndiscovery as is appropriate to the purposes of arbitration in accomplishing a\nfair, speedy and cost-effective resolution of the Disputes. The arbitrators\nshall reference the Federal Rules of Civil Procedure then in effect in setting\nthe scope and timing of discovery. The Federal Rules of Evidence shall apply in\ntoto. The arbitrators may enter a default decision against any Party who fails\nto participate in the arbitration proceedings.\n\n      37.4 The arbitrators shall have the authority to award compensatory\ndamages only. Any award by the arbitrators shall be accompanied by a written\nopinion setting forth the findings of fact and conclusions of law relied upon in\nreaching the decision. The award rendered by the arbitrators shall be final,\nbinding and non-appealable, and judgment upon such award may be entered by any\ncourt of competent jurisdiction. The Parties agree that the existence, conduct\nand content of any arbitration shall be kept confidential, and no Party shall\ndisclose to any person any information about such arbitration, except as may be\nrequired by law or by any governmental authority or for financial reporting\npurposes in each Party's financial statements.\n\n      37.5 Each Party shall pay the fees of its own attorneys, expenses of\nwitnesses and all other expenses and costs in connection with the presentation\nof such Party's case (collectively, \"Attorneys' Fees\"). The remaining costs of\nthe arbitration, including without limitation, fees of the arbitrators, costs of\nrecords or transcripts and administrative fees (collectively, \"Arbitration\nCosts\") shall be borne equally by the parties. Notwithstanding the foregoing,\nthe arbitrators may modify the allocation of Arbitration Costs and award\nAttorneys' Fees in those cases where fairness dictates a different allocation of\nArbitration Costs between the Parties and an award of Attorneys' Fees to the\nprevailing Party as determined by the arbitrators.\n\n                                       47\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      37.6 Any Dispute arising out of or in connection with this Agreement or\nthe rights granted or obligations imposed hereunder that is not subject to final\nresolution by the Management Committee or to arbitration under this Section or\nlaw (collectively, \"Non-Arbitration Claims\") shall be brought in a state or\nfederal court of competent jurisdiction located in the Southern District of New\nYork.\n\n      38. Independent Contractors. The Parties to this Agreement are independent\ncontractors. No Party is an agent, representative or partner of another Party.\nNone of the Parties shall have any right, power or authority to enter into any\nagreement for or on behalf of, or incur any obligation or liability of, or to\notherwise bind, the other Parties. This Agreement shall not be interpreted or\nconstrued to create an association, agency, joint venture or partnership between\nthe Parties or to impose any liability attributable to such a relationship upon\nthe Parties.\n\n      39. No Waiver. The failure of any of the Parties to insist upon or enforce\nstrict performance by the other Parties of any provision of this Agreement or to\nexercise any right under this Agreement shall not be construed as a waiver or\nrelinquishment to any extent of such Party's right to assert or rely upon any\nsuch provision or right in that or any other instance; rather, the same shall be\nand remain in full force and effect.\n\n      40. Survival. Any provision which, by its nature or express terms should\nsurvive, shall survive the completion, expiration, termination or cancellation\nof this Agreement.\n\n      41. Further Assurances. Each of the Parties shall take such action\n(including, but not limited to, the execution, acknowledgment and delivery of\ndocuments) as may reasonably be requested by the other Parties for the\nimplementation or continuing performance of this Agreement.\n\n      42. Headings. The captions and headings used in this Agreement are\ninserted for convenience only and shall not affect the meaning or interpretation\nof this Agreement.\n\n      43. Counterparts. This Agreement may be executed in counterparts, each of\nwhich shall be deemed an original, and all of which together shall constitute\none and the same document. Signatures sent by facsimile shall be deemed original\nsignatures.\n\n      44. Rules of Construction. The definitions set forth herein shall apply\nequally to both the singular and plural forms of the terms defined. Whenever the\ncontext requires, any pronoun shall include the corresponding masculine,\nfeminine and neuter forms. The words \"include,\" \"includes\" and \"including\" shall\nbe deemed to be followed by the phrase \"without limitation.\" Except as\nspecifically otherwise provided in this Agreement, a reference to an Article,\nSection or Exhibit is a reference to an Article of this Agreement, a Section of\nthis Agreement or an Exhibit hereto, and the terms \"hereof,\" \"herein,\" and other\nlike terms refer to this Agreement as a whole, including the Exhibits to this\nAgreement. The term \"or\" is used in its inclusive sense (\"and\/or\"). This\nAgreement shall be interpreted neutrally and without regard to the party that\ndrafted it and, in particular, no rule of construction shall be applied as\nagainst any party hereto that would result in the resolution of an ambiguity\ncontained herein against the drafting party.\n\n      45. Entire Agreement. The Parties acknowledge that, as between NFLE, on\nthe one hand, and CBS, AOL and SportsLine, collectively, on the other hand, this\nAgreement reflects the entire understanding of the Parties with respect to the\nsubject matter hereof, that this Agreement cancels, terminates and supersedes\nany prior or contemporaneous agreement or understanding, whether oral or\nwritten, among them with regard to the subject matter hereof.\n\n      46. Several Liability. The Parties acknowledge that each of the\nInteractive Parties have independent obligations under this Agreement to be\nperformed solely by the applicable Interactive Parties. Consequently, NFLE\nacknowledges and agrees that the obligations of the Interactive Parties are\nseveral and not joint and that no Interactive Party shall be liable for the\nbreach or failure of any of the other Interactive Parties to perform its\n\n                                       48\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\nobligations under this Agreement. Notwithstanding, the foregoing, the Parties\nacknowledge and agree that the benefits to NFLE, as consideration for which NFLE\nis granting the rights granted to the Interactive Parties hereunder are\ninextricably linked, and that in the event of the material breach by any one of\nthe Interactive Parties of any of the material terms of this Agreement which has\nnot been cured by the expiration of the applicable cure period (including AOL's\nand CBS's specific right to cure set forth in Section 24.5), NFLE shall have the\nright to terminate this Agreement in accordance with Section 24 above with\nrespect to all of the Interactive Parties, without incurring any liability to\nany non-breaching party for such termination.\n\n      47. Export Controls. Each Party shall comply with all applicable laws,\nregulations and rules relating to the export of commodities, software or\ntechnical data and shall not export or re-export any commodities, software or\ntechnical data, any products received from the other Party or the direct product\nof such commodities, software or technical data, to any proscribed country,\nparty or entity listed in such applicable laws, regulations and rules, unless\nproperly authorized by the U.S. Government.\n\n      48. Withdrawal Rights of the Parties in Certain Circumstances. ***\n\n\n\n                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]\n\n                                       49\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      IN WITNESS WHEREOF, the parties hereto have set their signatures as of the\ndate first above written.\n\nNFL ENTERPRISES, L.P.                           CBS BROADCASTING INC.\n\n\nBy:  \/s\/ Frank Hawkins                           By: \/s\/ Sean McManus \n   --------------------------------------          ----------------------------\n\nName:    Frank Hawkins                          Name:   Sean McManus  \n   --------------------------------------          ----------------------------\n\nTitle:   VP\/Secretary of General Partner        Title:  President \n   --------------------------------------          ----------------------------\n\n\nAMERICA ONLINE, INC.                            SPORTSLINE.COM, INC.\n\n\nBy:  \/s\/ Jonathan Edson                         By:  \/s\/ Michael Levy \n   --------------------------------------          -----------------------------\n\nName:    Jonathan Edson                         Name:    Michael Levy\n   --------------------------------------          -----------------------------\n\nTitle:   VP - Business Affairs                  Title:   President and CEO\n   --------------------------------------          -----------------------------\n\n                                       50\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n                              INDEX OF DEFINITIONS\n\n       \"AAA\" means the American Arbitration Association.\n\n      \"Access Code,\" for purposes of Section 1.5, has the meaning set forth in\nSection 1.5.\n\n      \"Account,\" for purposes of Section 1.5, has the meaning set forth in\nSection 1.5.\n\n      \"Action\" has the meaning set forth in Section 28.4.\n\n      \"Advertisements\" means advertisements, sponsorships, promotions, links,\npointers and similar services or rights, but shall for all purposes of this\nAgreement exclude any (and the term Advertisements shall be deemed not to\ninclude) Incidental Signage.\n\n      \"Advertising and Sponsorship Sales Rights\" has the meaning set forth in\nthe recitals to this Agreement.\n\n      \"Affected Party\" has the meaning set forth in Section 23.2.\n\n      \"Annual Minimum Referrals\" shall have the meaning set forth in Section 18.\n\n      \"AOL\" means America Online, Inc., a Delaware corporation.\n\n      \"AOL Affiliate\" means ***\n\n      \"AOL Carriage Plan\" means the plan set forth in Exhibit P.\n\n      \"AOL Carriage Terms\" means the terms set forth in the form attached as\nExhibit B and the attachments thereto.\n\n      \"AOL Competitor\" means ***\n\n      \"AOL Controlled Affiliate\" means ***.\n\n      \"AOL Frames\" means ***\n\n      \"AOL Hometown\" means AOL's interactive service, marketed under the \"AOL\nHometown\" brand available to users of the AOL Network and the World Wide Web\nportion of the Internet through which such users may publish and maintain World\nWide Web pages, use community tools and engage in other interactive activities,\nspecifically excluding the AOL Standard Service Exclusions.\n\n      \"AOL Intellectual Property\" has the meaning set forth in Section 22.3.\n\n      \"AOL Licenses\" has the meaning set forth in Section 2.2.\n\n      \"AOL Look and Feel\" shall mean ***\n\n      \"AOL Marks\" has the meaning set forth in Section 22.6(c).\n\n      \"AOL Member\" means any user of the AOL Network, including authorized users\n(including any sub-accounts under an authorized master account) of the AOL\nService and\/or the CompuServe Service.\n\n                                       51\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      \"AOL Network\" means (i) The AOL Properties, and (ii) any other product,\nservice or property owned, operated, distributed or authorized to be distributed\nby or through AOL or any AOL Affiliate worldwide (and including those properties\nexcluded within the definition of the AOL Properties). It is understood and\nagreed that the rights of the Parties other than AOL hereunder relate solely to\nthe AOL Properties and not generally to the AOL Network.\n\n      \"AOL Plus\" means the specific AOL Plus SM branded service which is\navailable through the U.S. version of the America Online brand service and which\nis accessible solely through a high speed (generally over 100 kbps) broadband\ndistribution platform, specifically excluding the AOL Standard Service\nExclusions (e.g., specifically excluding, without limitation, the components of\nthe AOL Service accessible through narrowband distribution platforms).\n\n      \"AOL Properties\" means the AOL Service, AOL Plus, AOL Hometown, the\nCompuServe Service, ICQ.com, Netscape, Digital City, and any other mutually\nagreed properties or products through which the Licensed Content is distributed\nin the future.\n\n      \"AOL Quick Checkout\" shall mean AOL's \"Quick Checkout\" tool which allows\nAOL Members to enter payment and shipping information which is then passed from\nAOL's centralized server unit to NFLE's then-current e-commerce fulfillment\npartner for order fulfillment.\n\n       \"AOL Service\" means the standard narrow-band U.S. version of the America\nOnline(R) brand service, specifically excluding the AOL Standard Service\nExclusions.\n\n      \"AOL Standard Service Exclusions\" means with respect to any AOL Property\n(or other AOL interactive site or service), such site or service shall\nspecifically exclude: (a) all other AOL interactive sites (e.g., the \"AOL\nService\" shall exclude, e.g., AOL.com, Netscape, MovieFone.com, CompuServe.com,\nICQ.com, etc.) or AOL interactive services (e.g., the \"AOL Service\" shall\nexclude, e.g., the CompuServe service, ICQ, AOL Instant Messenger, etc.); (b)\nany international versions of such site or service (e.g., the \"AOL Service\"\nshall exclude, e.g., AOL Europe and AOL Japan), (c) any independent product,\nservice or property, which may be offered by, through or with the applicable AOL\nsite or service (e.g., \"You've Got Pictures(TM),\" \"Shop@,\" \"NetMail(TM),\"\n\"Love@AOL,\" \"AOL Hometown,\" \"My News\" and \"Netbusiness\"), (d) any programming or\nContent area offered by or through such site or service over which AOL does not\nexercise complete operational control (including, without limitation, content\nareas controlled by other parties and member-created content areas), (e) any\nyellow pages, white pages, classifieds or other search, directory or review\nservices or Content offered by or through the U.S. version of the applicable\nsite or service, (f) any property, feature, product or service which AOL or its\naffiliates may acquire subsequent to the Effective Date and (g) any other\nversion of the applicable site or service which is materially different from the\nstandard narrow-band U.S. version of the applicable site or service, by virtue\nof its branding, distribution, functionality, Content or services (e.g., in the\ncase of Digital City, excluding, e.g., Digital City, Inc.'s \"YourTown\" branded\ncities or any other similar \"light\" product offering), including, without\nlimitation, any private-label or co-branded version of the applicable site or\nservice or any version distributed through any broadband distribution platform\nor through any platform or device other than a desktop personal computer (e.g.,\nwith respect to \"Netscape,\" excluding, e.g., any custom Netcenters built\nspecifically for third parties).\n\n      \"AOL Sublicense Rights\" has the meaning set forth in Section 2.2.\n\n      \"AOL Terms of Service\" shall have the meaning set forth in Section 2.2.\n\n      \"AOL Tools\" shall mean AOL's tools and functionalities.\n\n      \"Arbitration Costs\" has the meaning set forth in Section 37.5.\n\n                                       52\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      \"ATS\" has the meaning set forth in Section 1.1(d).\n\n      \"Attorney's Fees\" has the meaning set forth in Section 37.5.\n\n      \"Backlog Rights\" means certain revenue and related rights and associated\nobligations, in particular with respect to advertising placement and sponsorship\ndesignations with respect to pre-existing NFLE online contractual relationships,\nin each case subject to third party consent rights as set forth in Section 10.\n\n      \"Broadcast or Print Media Property\" shall mean ***\n\n      \"Budget\" has the meaning set forth in Section 9.\n\n      \"Category Protection Price\" has the meaning set forth in Section 11.8.\n\n      \"CBS\" means CBS Broadcasting Inc., a New York corporation.\n\n      \"CBS Deadline\" has the meaning set forth in Section Error! Reference\nsource not found.\n\n      \"CBS SportsLine Website\" has the meaning set forth in Section 1.3(a).\n\n      \"Change of Control\" shall be deemed to have occurred if (a) any person or\ngroup (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934\nas in effect on the date hereof) shall acquire directly or indirectly,\nbeneficially or of record, shares of the voting capital stock of a Party\nsufficient to exercise Control over such Party, or shall otherwise acquire such\nControl by contract, economic interest or otherwise.\n\n      \"Club\" means a member club of the NFL.\n\n      \"Co-branded Suite\" has the meaning set forth in Section 5.4.\n\n      \"Coding\" has the meaning set forth in Section 22.6(e).\n\n      \"Commerce Terms\" has the meaning set forth in Section 1.1(d)\n\n      \"Commercial Rules\" shall have the meaning set forth in Section 37.2.\n\n      \"Complaining Party\" shall have the meaning set forth in Error! Reference\nsource not found.\n\n      \"Complex Procedures\" shall have the meaning set forth in Section 37.2.\n\n      \"CompuServe Service\" shall mean the standard, narrow-band U.S. version of\nthe CompuServe(TM) brand service, specifically excluding the AOL Standard\nService Exclusions (e.g., specifically excluding, without limitation,\ncompuserve.com, cserve.com and cs.com).\n\n      \"Confidential Information\" shall have the meaning set forth in Section\n26.2.\n\n      \"Content\" means text, images, video, audio (including, without limitation,\nmusic used in time relation with text, images, or video), and other data,\nproducts, services, advertisements, promotions, URLs, keywords and other\nnavigational elements, links, pointers, technology and software, including any\nmodifications, upgrades, updates, enhancements and related documentation.\n\n      \"Content Plan\" has the meaning set forth in Section 1.2(a).\n\n                                       53\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      \"Control\" shall mean the possession, directly or indirectly, of the power\nto direct or cause the direction of the management or policies of a person,\nwhether through the ownership of voting securities, by contract or otherwise,\nand \"Controlling\" and \"Controlled\" shall have meanings correlative thereto.\n\n      \"Customized Programming\" means any NFL Content provided to AOL by NFLE and\nused by AOL on the AOL Network (other than the Customized Site) pursuant to the\nrights granted to AOL in Section 8 for distribution on or through the AOL\nNetwork other than the Customized Sites and Promo Content.\n\n      \"Customized Sites\" means versions of the NFL Sites customized and\nco-branded for AOL in accordance with the terms of this Agreement, including\nwithout limitation the AOL Carriage Terms.\n\n      \"Database\/Direct Marketing Rights\" has the meaning set forth in the\nrecitals to this Agreement.\n\n      \"Dedicated Personnel\" shall have the meaning set forth in Section 1.1(b).\n\n      \"Demand\" has the meaning set forth in Section 37.2.\n\n      \"Digital City\" means the standard, narrow-band U.S. version of the Digital\nCity brand service's local content offerings marketed under the Digital City(R)\nbrand name, specifically excluding the AOL Standard Service Exclusions.\n\n      \"Disclaimed Damages\" has the meaning set forth in Section 27.6.\n\n      \"Dispute\" has the meaning set forth in Section 37.1.\n\n      \"Domain Name,\" for purposes of Section 1.5, has the meaning set forth in\nSection 1.5.\n\n      \"Effective Date\" has the meaning set forth in the heading to this\nAgreement.\n\n      \"Emerging Media Rights\" has the meaning set forth in the Section 14.8.\n\n      \"Emerging Media Shared Profits\" has the meaning set forth in Section 14.1.\n\n      \"Emerging Media Shared Profits Cap\" has the meaning set forth in Section\n14.2.\n\n      \"Excluded Materials\" has the meaning set forth in Section 22.4.\n\n      \"Excluded Technologies\" has the meaning set forth in Section 3.2(g).\n\n      \"Fair Market Value\" has the meaning set forth in Section 15.3.\n\n      \"Fantasy Football Games\" has the meaning set forth in Section 5.1.\n\n      \"Fantasy Football Products\" has the meaning set forth in Section 5.1.\n\n      \"Fantasy Tools\" has the meaning set forth in Section 5.1.\n\n      \"First Anniversary\" has the meaning set forth in Section 15.4(a).\n\n      \"Force Majeure Event\" has the meaning set forth in Section 36.\n\n                                       54\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      \"Fourth Anniversary\" has the meaning set forth in Section 15.4(c).\n\n      \"Game\" has the meaning set forth in Section Error! Reference source not\nfound.\n\n      \"Generally Available Sites\" means the NFL Sites, excluding the Customized\nSites.\n\n      \"Gross Revenues\" has the meaning set forth in Section 16.1.\n\n      \"Holder\" has the meaning set forth in Section 15.5.\n\n      \"Hosting and Production Rights\" has the meaning set forth in the recitals\nto this Agreement.\n\n      \"Hospitality Rights\" shall have the meaning set forth in the recitals to\nthis Agreement.\n\n      \"ICQ.com\" means ICQ's primary Internet-based English language Interactive\nService marketed under the \"ICQ.com\" brand, specifically excluding the AOL\nStandard Service Exclusions (e.g., specifically excluding, without limitation,\nthe ICQ brand communications and messaging service, any international \/\nnon-English language versions of such site, and \"ICQ It!\").\n\n      \"Impression\" shall mean user exposure to a Placement, as such exposure may\nbe reasonably determined and measured by AOL in accordance with its standard\nmethodologies and protocols. Each Placement on a page shall count as a separate\nImpression.\n\n      \"Incidental Signage\" means ***\n\n      \"Indemnified Party\" has the meaning set forth in Section 28.4.\n\n      \"Indemnifying Party\" has the meaning set forth in Section 28.4.\n\n      \"Integrated Online Sponsorship\" has the meaning set forth in Section\n11.12.\n\n      \"Interactive Parties\" means, collectively, SportsLine, CBS and AOL.\n\n      \"Interactive Service\" means ***\n\n      \"Internet Exclusivity Rights\" has the meaning set forth in the recitals to\nthis Agreement.\n\n      \"Interactive Game Rights\" has the meaning set forth in the recitals to\nthis Agreement.\n\n      \"Interactive Party Content Rights\" has the meaning set forth in the\nrecitals to this Agreement.\n\n      \"Internet\" has the meaning set forth in Section 3.1(a).\n\n      \"Internet Exclusivity\" has the meaning set forth in Section 3.1.\n\n      \"Keyword(TM) Search Terms\" shall mean (a) The Keyword(TM) online search\nterms made available on the AOL Service, combining AOL's Keyword(TM) online\nsearch modifier with a term or phrase specifically related to NFLE (and\ndetermined in accordance with the terms of this Agreement) and (b) the Go Word\nonline search terms made available on the CompuServe Service, combining\nCompuServe's Go Word online search modifier with a term or phrase specifically\nrelated to NFLE (and determined in accordance with the terms of this Agreement).\n\n                                       55\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      \"Licensed Content\" means all Content offered through the Customized Site\npursuant to this Agreement or otherwise provided by or on behalf of NFLE,\nSportsLine or their respective agents in connection herewith (e.g., offline\npromotional content or online Content for distribution through the AOL Network),\nincluding without limitation, the NFL Contributed Content, all Promo Content,\nall Customized Programming and any modifications, upgrades, updates,\nenhancements and related documentation.\n\n      \"Licensed Marks\" has the meaning set forth in Section 7.\n\n      \"Linked Television Opportunity\" has the meaning set forth in Section\nError! Reference source not found.\n\n      \"Magic Carpet\" shall mean ***\n\n      \"Management Committee\" has the meaning set forth in Section 37.1.\n\n      \"Marks\" has the meaning set forth in Exhibit E.\n\n      \"Material Breach\" shall mean a Party's material breach of, material\nfailure to comply with, insolvency, or other material default in the performance\nor accuracy, as applicable, of any covenant, representation, warranty, or other\nobligation or duty arising under this Agreement of a nature, in terms of\nmateriality, severity, frequency or otherwise, such that it that would, under\ncommon law, provide the non-breaching Parties hereto a right of termination or\nrescission.\n\n      \"Member Clubs\" has the meaning set forth in Section 1.4.\n\n      \"Member Club Inventory\" has the meaning set forth in Section 4.1.\n\n      \"Member Page\" shall mean any web page created by an AOL Member through AOL\nHometown and using the community tools available therein.\n\n      \"Minimum Category Price\" shall have the meaning set forth in Section\n11.7(a)(i)(B).\n\n      \"Minimum Traffic Referral Obligation\" has the meaning set forth in the\nrecitals to this Agreement.\n\n      \"Most Favored Party Obligations\" has the meaning set forth in the recitals\nto this Agreement.\n\n      \"National Sponsorship Revenues\" has the meaning set forth in Section\n11.7(a)(i).\n\n      \"Netscape\" means Netscape Communications Corporation's primary\nInternet-based interactive site marketed under the \"Netscape\" brand,\nspecifically excluding the AOL Standard Service Exclusions.\n\n      \"NFL\" means the National Football League and its member clubs.\n\n      \"NFL\/AOL Content\" has the meaning set forth in Section 2.2.\n\n      \"NFL Broadcaster\" has the meaning set forth in Section 3.3.\n\n      \"NFL Co-branded Areas\" has the meaning set forth in Section 1.3(a).\n\n      \"NFL.com Promotional Rights\" has the meaning set forth in the recitals to\nthis Agreement.\n\n                                       56\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      \"NFL Content\" has the meaning set forth in Section 3.1.\n\n      \"NFL Contributed Content\" has the meaning set forth in Section 2.1.\n\n      \"NFL Contributed Content Rights\" has the meaning set forth in the recitals\nto this Agreement.\n\n      \"NFL Domains\" has the meaning set forth in Section 1.4.\n\n      \"NFL Sites Managers\" has the meaning set forth in Section 1.1(b).\n\n      \"NFLE\" means NFL Enterprises, L.P., a Delaware limited partnership.\n\n      \"NFLE Interactive Site\" has the meaning set forth in Section 3.2.\n\n      \"NFLE's Online Content\" shall mean online content owned by the NFL or the\nNFLE.\n\n      \"NFLE Sponsorship Credit Amount\" has the meaning set forth in Section\n11.13(b).\n\n      \"NFLE Terms of Service\" shall mean the terms of service set forth in the\nform attached as Exhibit Q.\n\n      \"NFL Game\" has the meaning set forth in Section 2.5.\n\n      \"NFL Intellectual Property\" has the meaning set forth in Section 22.1(b).\n\n      \"NFL Internet Network Rights\" has the meaning set forth in the recitals to\nthis Agreement.\n\n      \"NFL Other Content\" has the meaning set forth in Section Error! Reference\nsource not found.\n\n      \"NFLP\" means National Football League Properties, Inc., a California\ncorporation.\n\n      \"NFL Party Sponsorship Rights\" has the meaning set forth in the recitals\nto this Agreement.\n\n      \"NFL Productions\" has the meaning set forth in the recitals to this\nAgreement.\n\n      \"NFL Productions\" means NFL Productions LLC, a Delaware limited liability\ncompany.\n\n      \"NFL Season\" shall mean (a) the period beginning on August 1 and ending on\nFebruary 15 of each year, and (b) except as used in Sections 24.2 and 24.8\nhereof, also including the ten-day period in each spring during the Term which\nbegins seven days prior to and ends two days following the completion of the NFL\nplayer draft.\n\n      \"NFL Sites\" has the meaning set forth in the recitals to this Agreement.\n\n      \"NFL Sites Look and Feel\" shall mean the elements of graphics, design,\norganization, presentation, layout, user interface, navigation, trade dress and\nstylistic convention (including the digital implementations thereof) which are\ngenerally associated with any NFL Site or any other NFL interactive site or\nservice (exclusive of the AOL Frames and AOL Tools).\n\n      \"Non-Arbitration Claims\" has the meaning set forth in Section 37.6.\n\n      \"Non-Dedicated Personnel\" has the meaning set forth in Section 1.1(b).\n\n                                       57\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      \"Offline Media\" shall mean, collectively, (a) television, radio, print and\n\"out of home\" (e.g., buses and billboards, point of purchase and other\n\"place-based\" promotions) advertisements, and (b) publications, programs,\nfeatures or other forms of offline media, in each case, over which NFLE\nexercises at least partial editorial control.\n\n      \"Online\" has the meaning set forth in Section Error! Reference source not\nfound.\n\n      \"Online Commerce Rights\" has the meaning set forth in the recitals in this\nAgreement.\n\n      \"Online Interactive Games\" has the meaning set forth in Section Error!\nReference source not found.\n\n      \"Online Terms\" has the meaning set forth in Section 1.1(d)\n\n      \"Operating Standards\" has the meaning set forth in Section 1.1(a)(ii).\n\n      \"Other Parties\" shall mean Parties to this Agreement other than AOL.\n\n      \"Party\" means, individually, SportsLine, CBS, AOL and NFLE.\n\n      \"Party Cross-Promotional Rights\" has the meaning set forth in the recitals\nto this Agreement.\n\n      \"Parties\" means, collectively, SportsLine, CBS, AOL and NFLE.\n\n      \"Performing Party\" has the meaning set forth in Section 36.\n\n      \"Placements\" means, collectively, (a) the NFL Sites promotional placements\ndescribed on the AOL Carriage Plan and (b) any other placements or promotions\nprovided by AOL to NFLE on the AOL Network.\n\n      \"Press Release\" has the meaning set forth in Section 31.\n\n      \"Prior Business Relationship\" shall mean ***\n\n      \"Privacy Policy\" has the meaning set forth in Section 13.3.\n\n      \"Product\" shall mean ***\n\n      \"Production Expense Funding Obligations\" has the meaning set forth in the\nrecitals to this Agreement.\n\n      \"Promo Content\" means NFL Content provided by NFLE and formatted for\nonline distribution by SportsLine for AOL pursuant to Section 6 of the Agreement\nfor inclusion within a Placement.\n\n      \"Promotion and Carriage Plans\" has the meaning set forth in Section 17.\n\n      \"Promotions\" has the meaning set forth in Section 17.\n\n      \"Records\" has the meaning set forth in Section 25.1.\n\n      \"Registrar,\" for purposes of Section 1.5, has the meaning set forth in\nSection 1.5.\n\n      \"Restricted Category\" shall mean ***\n\n      \"Rights Fee Obligations\" has the meaning set forth in the recitals to this\nAgreement.\n\n                                       58\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      \"Rule 144\" has the meaning set forth in Section 15.5.\n\n      \"Sales General Manager\" has the meaning set forth in Section 11.1.\n\n      \"SEC\" has the meaning set forth in Section 15.5.\n\n      \"Securities Act\" has the meaning set forth in Section 15.5.\n\n      \"Site Elements\" has the meaning set forth in Section 1.2(b).\n\n      \"Site-Specific NFL Technology\" has the meaning set forth in Section 22.2.\n\n      \"SportsLine Content\" shall mean all Content contained in the Customized\nProgramming, Customized Site, Promotional Materials and Licensed Content, except\nfor the NFL Content.\n\n      \"Sponsorship Category Protection Price\" has the meaning set forth in\nSection 11.7(a).\n\n      \"SportsLine\" means SportsLine.com, Inc., a Delaware corporation.\n\n      \"SportsLine Common Stock\" has the meaning set forth in Section 15.3.\n\n      \"SportsLine Marks\" has the meaning set forth in Section 22.2(a).\n\n      \"SportsLine Materials\" has the meaning set forth in Section 22.2.\n\n      \"SportsLine Promotion Plan\" has the meaning set forth in Exhibit P.\n\n      \"Strategic Partner Category Protection Price\" has the meaning set forth in\nSection 11.7(b).\n\n      \"Substitute Promotions\" has the meaning set forth in Section 17.\n\n      \"Teaser Content\" means ***\n\n      \"Technical Contact,\" for purposes of Section 1.5, has the meaning set\nforth in Section 1.5.\n\n      \"Term\" has the meaning set forth in Section 24.1.\n\n      \"Termination Date\" has the meaning set forth in Section 15.4.\n\n      \"Third Anniversary\" has the meaning set forth in Section 15.4(b).\n\n      \"Third Party Claims\" has the meaning set forth in Section 28.1.\n\n      \"Trademark and Content Guidelines\" has the meaning set forth in Section\n1.2(f).\n\n      \"Traffic Reporting Arrangements\" has the meaning set forth in the recitals\nto this Agreement.\n\n      \"Unfilled Promotions\" has the meaning set forth in Section 17.\n\n      \"User Data\" has the meaning set forth in Section 13.1.\n\n      \"Variable Expenses\" has the meaning set forth in Section 9.5.\n\n                                       59\n\n \n  CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND\n              EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.\n\n\n      ***\n\n      \"Viacom\" has the meaning set forth in Section 1.3.\n\n      \"Website\" means a group of files generally accessible (including by paid\nsubscribers, e.g., subscribers to AOL) by Internet users, including those on the\nWorld Wide Web: (a) at a Universal Resource Locator (URL) addresses that contain\na common domain name (or such other naming convention as may be adopted in\ngeneral use), (b) via hypertext transfer protocol (HTTP) or its commonly used\nvariants (such as HTTPS) or successor protocols, and (c) using only such\nplug-ins as are available free or at nominal cost; including, where the context\nso requires, any wireless web channels (e.g., WAP format).\n\n                                       60\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6655,9252],"corporate_contracts_industries":[9510,9465],"corporate_contracts_types":[9613,9616],"class_list":["post-42600","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-america-online-inc","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42600","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=42600"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42600"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42600"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42600"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}