{"id":42634,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/operating-agreement-netratings-inc-and-nielsen-media-research.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"operating-agreement-netratings-inc-and-nielsen-media-research","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/operating-agreement-netratings-inc-and-nielsen-media-research.html","title":{"rendered":"Operating Agreement &#8211; NetRatings Inc. and Nielsen Media Research Inc."},"content":{"rendered":"<pre>\n                                OPERATING AGREEMENT\n                                          \n                                          \n                                          \n                                      between\n                                          \n                                  NETRATINGS, INC.\n                                          \n                                        AND\n                                          \n                            NIELSEN MEDIA RESEARCH, INC.\n                                          \n                                          \n                                          \n                                          \n                                          \n                                    Dated as of\n                                          \n                                  August 15, 1999\n                                          \n\n\n------------------------------------------------------------------------------\n------------------------------------------------------------------------------\n\n\n\n                                  TABLE OF CONTENTS\n\n\n                                                                                 PAGE\n\n                                                                              \nARTICLE I Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1\n     1.1   \"Affiliate\" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1\n     1.2   \"Ancillary Agreements\". . . . . . . . . . . . . . . . . . . . . . . . . .1\n     1.3   \"Applicable Laws\" . . . . . . . . . . . . . . . . . . . . . . . . . . . .1\n     1.4   \"Approved Internet Service\" . . . . . . . . . . . . . . . . . . . . . . .1\n     1.5   \"Business Panel\". . . . . . . . . . . . . . . . . . . . . . . . . . . . .2\n     1.6   \"Collection Software\" . . . . . . . . . . . . . . . . . . . . . . . . . .2\n     1.7   \"Documentation\" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2\n     1.8   \"Entity\". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2\n     1.9   \"Engineering Budget\". . . . . . . . . . . . . . . . . . . . . . . . . . .2\n     1.10  \"Fiscal Year\" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2\n     1.11  \"GAAP\". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2\n     1.12  \"Household Panel\" . . . . . . . . . . . . . . . . . . . . . . . . . . . .2\n     1.13  \"Intellectual Property Rights\". . . . . . . . . . . . . . . . . . . . . .2\n     1.14  \"Internet Measurement Panel\". . . . . . . . . . . . . . . . . . . . . . .2\n     1.15  \"Internet Service\". . . . . . . . . . . . . . . . . . . . . . . . . . . .2\n     1.16  \"License Agreement\" . . . . . . . . . . . . . . . . . . . . . . . . . . .3\n     1.17  \"Net Customer Billings\" . . . . . . . . . . . . . . . . . . . . . . . . .3\n     1.18  \"Net SA Revenues\" . . . . . . . . . . . . . . . . . . . . . . . . . . . .3\n     1.19  \"NMR Budget Approval Items\" . . . . . . . . . . . . . . . . . . . . . . .3\n     1.20  \"NMR Sampling Methodology\". . . . . . . . . . . . . . . . . . . . . . . .3\n     1.21  \"NMR Web Tracking Technologies\" . . . . . . . . . . . . . . . . . . . . .3\n     1.22  \"NMR Trademarks\". . . . . . . . . . . . . . . . . . . . . . . . . . . . .3\n     1.23  \"North America\" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3\n     1.24  \"NRI Trademarks\". . . . . . . . . . . . . . . . . . . . . . . . . . . . .3\n     1.25  \"NRI Proprietary Software\". . . . . . . . . . . . . . . . . . . . . . . .3\n     1.26  \"NRI Web Tracking Technologies\" . . . . . . . . . . . . . . . . . . . . .3\n     1.27  \"Operating Committee\" . . . . . . . . . . . . . . . . . . . . . . . . . .3\n     1.28  \"Operating Committee Approval\" and \"Approved by the Operating\n           Committee\". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3\n     1.29  \"Panel\" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4\n     1.30  \"Panel Maintenance Agreement\" shall mean the Panel Maintenance\n           Agreement attached as Exhibit I hereto. . . . . . . . . . . . . . . . . .4\n     1.31  \"Panel Maintenance Charges\" . . . . . . . . . . . . . . . . . . . . . . .4\n     1.32  \"Panel Member\". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4\n     1.33  \"Person\". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4\n     1.34  \"Product Release\" . . . . . . . . . . . . . . . . . . . . . . . . . . . .4\n     1.35  \"Proposed Budget\" . . . . . . . . . . . . . . . . . . . . . . . . . . . .4\n     1.36  \"Specifications\". . . . . . . . . . . . . . . . . . . . . . . . . . . . .4\n     1.37  \"Targeted Expenditures\" . . . . . . . . . . . . . . . . . . . . . . . . .4\n\n\n\n     1.38  \"Third Party\" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5\n     1.39  \"Third-Party Software\". . . . . . . . . . . . . . . . . . . . . . . . . .5\n     1.40  \"Updates\" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5\n     1.41  \"Upgrade Release\" . . . . . . . . . . . . . . . . . . . . . . . . . . . .5\n     1.42  \"Version Release\" . . . . . . . . . . . . . . . . . . . . . . . . . . . .5\n\nARTICLE II Operation of the Internet Service . . . . . . . . . . . . . . . . . . . .5\n     2.1   Internet Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5\n     2.2   Marketing; Pricing. . . . . . . . . . . . . . . . . . . . . . . . . . . .5\n     2.3   Targeted Expenditures.. . . . . . . . . . . . . . . . . . . . . . . . . .6\n     2.4   Panel Logistics.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7\n     2.5   Strategic Alliances.. . . . . . . . . . . . . . . . . . . . . . . . . . .8\n     2.6   Product Strategies. . . . . . . . . . . . . . . . . . . . . . . . . . . .8\n     2.7   Product Quality Control.. . . . . . . . . . . . . . . . . . . . . . . . .9\n     2.8   Staffing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9\n     2.9   Site Inspections. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9\n     2.10  Other Technologies. . . . . . . . . . . . . . . . . . . . . . . . . . . 10\n\nARTICLE III Operating Committee. . . . . . . . . . . . . . . . . . . . . . . . . . 11\n     3.1   Operating Committee.. . . . . . . . . . . . . . . . . . . . . . . . . . 11\n     3.2   Annual Budgets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12\n\nARTICLE IV Technology Ownership Rights . . . . . . . . . . . . . . . . . . . . . . 13\n     4.1   NRI Ownership Rights. . . . . . . . . . . . . . . . . . . . . . . . . . 13\n     4.2   NMR Ownership Rights. . . . . . . . . . . . . . . . . . . . . . . . . . 14\n\nARTICLE V Net Customer Billings. . . . . . . . . . . . . . . . . . . . . . . . . . 14\n     5.1   Payment Percentages.. . . . . . . . . . . . . . . . . . . . . . . . . . 15\n     5.2   Payments to NMR.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15\n     5.3   Right of Inspection.. . . . . . . . . . . . . . . . . . . . . . . . . . 15\n\nARTICLE VI Trademarks; Licenses. . . . . . . . . . . . . . . . . . . . . . . . . . 16\n     6.1   Trademarks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16\n     6.2   Acknowledgment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18\n\nARTICLE VII Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18\n     7.1   Termination.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18\n     7.2   Effect of Termination.. . . . . . . . . . . . . . . . . . . . . . . . . 19\n     7.3   Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21\n\nARTICLE VIII Dispute Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . 21\n     8.1   General Dispute Principles. . . . . . . . . . . . . . . . . . . . . . . 21\n     8.2   Arbitration of Other Disputes.. . . . . . . . . . . . . . . . . . . . . 21\n\nARTICLE IX Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23\n     9.1   Confidential Information. . . . . . . . . . . . . . . . . . . . . . . . 23\n\n\n                                       2\n\n\n     9.2   Non-Confidential Information. . . . . . . . . . . . . . . . . . . . . . 24\n\nARTICLE X Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24\n     10.1  Governing Law.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24\n     10.2  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . 24\n     10.3  Entire Agreement; Amendment.. . . . . . . . . . . . . . . . . . . . . . 24\n     10.4  Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25\n     10.5  Delays or Omissions.. . . . . . . . . . . . . . . . . . . . . . . . . . 26\n     10.6  Publicity.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26\n     10.7  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26\n     10.8  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26\n     10.9  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26\n     10.10 Titles and Subtitles. . . . . . . . . . . . . . . . . . . . . . . . . . 27\n\n\n\n\nExhibit A  Licensed NRI Technology Specifications\nExhibit B  License Agreement\nExhibit C  Panel Member License Agreement\nExhibit D  Operating Committee\nExhibit E  Technology Companies, Marketers, Web Sites and Web-only Agencies for\n           which NMR has Marketing Responsibilities\nExhibit F  Trademarks\nExhibit G  Computer Languages\nExhibit H  Competitors of NMR\nExhibit I  Approved Strategic Alliance Partners\nExhibit J  Panel Maintenance Agreement\nExhibit K  Third Party Software\n\n\n                                       3\n\n\n                                 OPERATING AGREEMENT\n\n       This Operating Agreement (this \"Agreement\") is made as of August 15, 1999\n(the \"Effective Date\"), between NetRatings, Inc., a Delaware corporation with a\nplace of business at 830 Hillview Court, Milpitas, California 95035 (\"NRI\"), and\nNielsen Media Research, Inc., a Delaware corporation with its principal place of\nbusiness at 299 Park Avenue, New York, New York 10171 (individually, \"NMR\" and,\ncollectively with NRI, the \"Parties\").\n\n                                 B A C K G R O U N D\n\n       NMR and NRI wish to cooperate in the development, marketing, sale and\ndistribution of a new data collection, processing, storage, analysis and\nreporting service to measure Internet usage.\n\n       Simultaneously with the execution and delivery of this Agreement, NMR and\nNRI are entering into a Series C Stock Purchase Agreement pursuant to which,\namong other things, NMR has become an investor in NRI (the \"Investment\nAgreement\").\n\n       In consideration of these premises, and of the mutual promises and\nconditions contained in this Agreement, NMR and NRI hereby agree as follows:\n\n                                     ARTICLE I\n                                          \n                                    DEFINITIONS\n\n       For the purposes of this Agreement, the following terms shall have the\nmeanings indicated.\n\n       1.1    \"AFFILIATE\" shall mean a Person that controls, is controlled by or\nis under common control with another Person.  For purposes of this Agreement,\n\"control\" shall mean direct or indirect ownership of more than 50% of the voting\ninterest or income interest in an Entity, or such other relationship as, in\nfact, constitutes actual control.\n\n       1.2    \"ANCILLARY AGREEMENTS\" shall mean, collectively, the License\nAgreement and the Panel Maintenance Agreement.\n\n\n       1.3    \"APPLICABLE LAWS\" shall mean all foreign, federal, state and local\nlaws, statutes, rules and regulations which have been enacted by a governmental\nauthority and are in force as of the Effective Date or which are enacted by a\ngovernmental authority and come into force during the term of this Agreement, in\neach case to the extent that the same are applicable to the performance by the\nParties of their respective obligations under this Agreement.\n\n       1.4    \"APPROVED INTERNET SERVICE\" shall mean the Internet Service\napproved for marketing and provision under the NMR Trademarks.  \n\n\n\n\n       1.5    \"BUSINESS PANEL\" shall have the meaning set forth in Section 2.6\nbelow.\n\n       1.6    \"COLLECTION SOFTWARE\" shall mean NRI Proprietary Software which is\ninstalled on a Panel Member's computer to gather data about such Panel Member's\nInternet usage activities.\n\n       1.7    \"DOCUMENTATION\" shall mean all digital or printed documents, flow\ncharts, design specifications, and any other information reasonably necessary to\nuse and modify the NRI Proprietary Software, including any amendments and\nmodifications thereto, whether presently existing or created hereafter by or for\nNRI during the term of this Agreement.\n\n       1.8    \"ENTITY\" shall mean any general partnership, limited partnership,\nlimited liability company, corporation, joint venture, trust, business trust,\ncooperative or association, or any foreign trust or foreign business\norganization.\n\n       1.9    \"ENGINEERING BUDGET\" shall mean the projected expenditures of the\nNRI engineering group for Internet Services related to:  (i) software product\ndevelopment and maintenance activities, (ii) panel collection software support\nand maintenance activities and (iii) hardware and licensed software support and\nmaintenance activities.  No portion of the Engineering Budget shall include any\nexpenditures for Panel Maintenance Charges.\n\n       1.10   \"FISCAL YEAR\" shall mean NRI's fiscal year.\n\n       1.11   \"GAAP\" shall mean generally accepted accounting principles as in\neffect from time to time in the United States of America.\n\n       1.12   \"HOUSEHOLD PANEL\" shall mean the Panel comprised of the initial\ngroup of Panel Members identified by NMR on behalf of NRI consisting initially\nof approximately 5,000 households selected by NMR through the NMR Sampling\nMethodology.  \n\n       1.13   \"INTELLECTUAL PROPERTY RIGHTS\" shall mean all worldwide right,\ntitle and interest of a Person in, to and under any and all:  (i) United States\nor foreign patents and pending patent applications therefor, including the right\nto file new and additional patent applications based thereon, including\nprovisionals, divisionals, continuations, continuations-in-part, reissues and\nreexaminations; (ii) copyrights; and (iii) trade secrets, know-how, processes,\nmethods, engineering data and technical information.\n\n       1.14   \"INTERNET MEASUREMENT PANEL\" shall mean (i) the Household Panel,\n(ii) the Business Panel (iii) any future Panel developed by or for the Parties\nfor purposes of monitoring, measuring, analyzing and reporting on Internet\nactivities in North America using the NMR Trademarks and the NRI Trademarks and\n(iv) such other Panels in North America as the Parties may mutually agree in\nwriting.\n\n       1.15   \"INTERNET SERVICE\" shall mean and include NRI's existing and\nfuture business of developing, marketing and selling market research and other\nservices which collect, monitor, track, measure, store, report and analyze data\nrelating to worldwide activities on the Internet.\n\n\n                                       2\n\n\n       1.16   \"LICENSE AGREEMENT\" shall mean the Software License Agreement in\nthe form attached as Exhibit B hereto.\n\n       1.17   \"NET CUSTOMER BILLINGS\" shall have the meaning set forth in\nSection 5.1.\n\n       1.18   \"NET SA REVENUES\" shall mean the gross amount of revenues received\nfrom a strategic alliance partner to the Party managing the relationship for the\nprovision of Internet Service.\n\n       1.19   \"NMR BUDGET APPROVAL ITEMS\" shall have the meaning set forth in\nSection 3.2.\n\n       1.20   \"NMR SAMPLING METHODOLOGY\" shall mean NMR's proprietary analytical\nand statistical protocols, methodologies for developing universe estimates,\nsampling methodologies  and related methods, processes and technologies for the\nidentification, selection and recruitment of households and Persons within\ncertain specified market, demographic, geographic and other criteria, in each\ncase as the same exist on the Effective Date or as the same may hereafter be\nimproved, enhanced or modified by NMR, including all existing and further\nderivatives thereof.  NMR Sampling Methodology shall not include any analytical\nand statistical methodologies, sampling methodologies and related methods\nindependently developed by NRI without use  of  the NMR Sampling Methodology\nwhich shall be NRI Web Tracking Technologies.  \n\n       1.21   \"NMR WEB TRACKING TECHNOLOGIES\" shall have the meaning set forth\nin Section 2.10(c) below.\n\n       1.22   \"NMR TRADEMARKS\" shall mean the trademarks, logos and trade names\nof NMR listed on Exhibit F.\n\n       1.23   \"NORTH AMERICA\" shall mean and include the United States and\nCanada.\n\n       1.24   \"NRI TRADEMARKS\" shall mean the trademarks, logos and trade names\nof NRI listed on Exhibit F.\n\n       1.25   \"NRI PROPRIETARY SOFTWARE\" shall mean all computer software\nprograms owned by NRI as of the Effective Date, as listed on Exhibit A, or at\nany time during the term of this Agreement, and all Updates thereto, for\nproviding the Approved Internet Service.  Subject to Section 4.1(c) below, NRI\nProprietary Software expressly excludes any software that NRI licenses from\nThird Parties for use with the NRI Proprietary Software (\"Third-Party\nSoftware\").\n\n       1.26   \"NRI WEB TRACKING TECHNOLOGIES\" shall have the meaning set forth\nin Section 2.10(b) below.\n\n       1.27   \"OPERATING COMMITTEE\" shall have the meaning set forth in\nSection 3.1(a).\n\n       1.28   \"OPERATING COMMITTEE APPROVAL\" AND \"APPROVED BY THE OPERATING\nCOMMITTEE\" shall have the meaning set forth in Section 3.1(e) below.\n\n\n                                       3\n\n\n       1.29   \"PANEL\" shall mean any group of households or Persons \nidentified and selected in accordance with specified criteria for purposes of \ngenerating data to measure specified activities which is developed under this \nAgreement and marketed using the NRI Trademarks and the NMR Trademarks.\n\n       1.30   \"PANEL MAINTENANCE AGREEMENT\" shall mean the Panel Maintenance \nAgreement attached as Exhibit J hereto.\n\n       1.31   \"PANEL MAINTENANCE CHARGES\" shall mean amounts charged to NRI \nin support of the development, enhancement, construction, operation and \nadministration of any Internet Measurement Panel, including fees payable to \nNMR or any Third Party in connection therewith, in each case in accordance \nwith the quality control standards set forth in Section 2.7 below or, if \napplicable, in the Panel Maintenance Agreement.\n\n       1.32   \"PANEL MEMBER\" shall mean households, Persons or other \nparticipants comprising any Internet Measurement Panel, whether such Panel is \ndeveloped by or for either Party, which participants are provided with the \nCollection Software for individual use (and not for distribution, \nremarketing, timesharing or service bureau use) in connection with the \nApproved Internet Service in accordance with the terms of the Panel Member \nLicense Agreement set forth in EXHIBIT C.\n\n       1.33   \"PERSON\" shall mean any individual or Entity, and the heirs, \nexecutors, administrators, legal representatives, successors and assigns of \nthe \"Person\" when the context so permits.\n\n       1.34   \"PRODUCT RELEASE\" shall mean a release of a major modification \nof the NRI Proprietary Software, which is designated by NRI in its sole \ndiscretion as a change in the digit(s) to the left of the first decimal point \nin version number [(x).xx] of such software.  Examples of a Product Release \nmay include a complete system rearchitecture, the addition of major \nfunctionality or an interface re-design.\n\n       1.35   \"PROPOSED BUDGET\" shall have the meaning set forth in Section \n3.2 below. \n       \n       1.36   \"SPECIFICATIONS\" shall mean the functional and operational \nparameters of the various components of the NRI Proprietary Software as \ndescribed in EXHIBIT A.\n\n       1.37   \"TARGETED EXPENDITURES\" shall mean expenditures of NRI devoted \nto modifications, updates, enhancements and improvements to the Internet \nService (or any component elements thereof) for the purpose of maintaining or \nimproving the Internet Service.  \"Targeted Expenditures\" shall include, \nwithout limitation, expenditures necessary for (i) ensuring that the NRI \nProprietary Software conforms in all material respects with the requirements \nof the Approved Internet Service, including, without limitation, the \nSpecifications in respect of the NRI Proprietary Software as described in \nExhibit A, as updated from time to time, (ii) preparing Updates thereto and \n(iii) ensuring compliance with the quality control standards and procedures \ndescribed in Section 2.7 and in the Panel Maintenance Agreement with respect \nto Internet \n\n                                       4\n\n\nMeasurement Panels; provided, however, that Panel Maintenance Charges shall \nbe excluded from \"Targeted Expenditures\" for all purposes hereunder.\n\n       1.38   \"THIRD PARTY\" shall mean, with respect to a Party, any Person \nthat is not an Affiliate of such Party.\n\n       1.39   \"THIRD-PARTY SOFTWARE\" shall have the meaning set forth in the \ndefinition of \"NRI Proprietary Software\" above.\n\n       1.40    \"UPDATES\" shall mean upgrades, updates, corrections or \nmodifications to the NRI Proprietary Software made by NRI, whether such \nupgrades, updates, corrections or modifications are characterized as Upgrade \nReleases, Version Releases, Product Releases or otherwise.\n\n       1.41   \"UPGRADE RELEASE\" shall mean a release of the NRI Proprietary \nSoftware which is designated by NRI in its sole discretion as a change in the \ndigit(s) to the right of the tenths digit(s) in version number [x.x(x)] of \nsuch software.  Examples of an Upgrade Release may include bug fixes, \ncosmetic changes to the interface or partial support for integration with \nthird parties.\n\n       1.42   \"VERSION RELEASE\" shall mean a release of the NRI Proprietary \nSoftware which is designated by NRI in its sole discretion as a change in the \ntenths digit in version number [x.(x)x] of such software.  Examples of a \nVersion Release may include minor changes in functionality, full support for \nintegration with third parties, user demanded functionality changes, minor \nchanges in the interface or support for new platforms.\n                                       \n                                   ARTICLE II     \n                                          \n                         OPERATION OF THE INTERNET SERVICE\n\n       2.1    INTERNET SERVICE. The Parties acknowledge and agree that \nthe initial focus of the Approved Internet Service will be on measuring \nInternet activities of participants in the Household Panel and designing and \ntesting the Business Panel described in Section 2.6(a) below which is \ncurrently under development.\n\n       2.2    MARKETING; PRICING; STANDARD CONTRACTS.   \n\n              (a)    NRI shall undertake, at its sole cost and expense, all\nmarketing and sales activities with respect to the Approved Internet Service,\nsubject to the rights and duties allocated to NMR pursuant to the provisions of\nthis Agreement.  Notwithstanding the foregoing, NMR shall have primary\nresponsibility, at its sole cost and expense, for marketing products and\nservices of the Approved Internet Service which are marketed and sold using the\nNMR Trademarks and the NRI Trademarks to customers in the following categories,\nin each case to the extent that such customers are located in North America: \n(i) traditional media customers, consisting of television, radio and other media\ncustomers (including broadcast networks, local \n\n                                       5\n\n\nTV stations, superstations, cable networks, cable systems, syndicators and \ntelevision program producers); (ii) advertising agencies (including \ntelevision advertising customers of such agencies which are then current and \nactive NMR customers), interactive agencies and media buyers; (iii) the \ntechnology companies, marketers, web sites and web-only agencies listed on \nEXHIBIT E hereto; and (iv) such other customers as may be determined by the \nOperating Committee.  With respect to sales to customers located outside \nNorth America, it is the intention of the Parties that, for any country or \nterritory in which a strategic alliance has been entered into as provided in \nSection 2.5 below, the strategic alliance partner appointed for such country \nor territory shall have primary responsibility for all marketing and sales \nactivities within such country or territory.  It is the further intention of \nthe Parties that, to the extent possible, agreements entered into with \nstrategic alliance partners will provide that all Internet usage data \ngenerated by such partners shall be in a format that is compatible with the \ndata storage and management systems of each of the Parties and such Internet \nusage data shall be used by the Parties solely for sales to such Party's \ncustomers in North America.\n\n              (b)    The Operating Committee will determine all pricing and \nrate card matters with respect to the Approved Internet Service, including, \nwithout limitation, any discounts, rebates and other concessions offered to \ncustomers. The Parties will coordinate their marketing and selling efforts so \nas to maintain consistent pricing policies and practices among the different \ncustomers for which marketing responsibilities have been allocated hereunder. \n\n              (c)    For contracts entered into after thirty (30) days after \nthe Effective Date or extended after such date with end users of the Internet \nUsage Data to which NRI is not a signatory, NMR agrees to use NRI's standard \nform agreement for its own customers, which may change from time to time (NRI \nis responsible for providing NMR with any modifications of its standard \ncustomer agreement) or an agreement drafted by NMR which is reasonably \nacceptable to NRI; provided, however, that NRI shall be a third party \nbeneficiary of such customer agreement.  Without permission of NRI, which \nshall not be unreasonably withheld, NMR shall not amend the provisions of \nsuch customer contracts which deal with scope of data use, indemnity, \nlimitations of liability or impose economic or other obligations on NRI.  NRI \nshall provide to NMR copies of all executed customer contracts not previously \nprovided to NRI at least once a month.\n\n       2.3    TARGETED EXPENDITURES.  NRI agrees that the proposed amount \nof Targeted Expenditures reflected in the Proposed Budget submitted to the \nOperating Committee in connection with each Proposed Budget shall represent \nnot less than 50% of the Engineering Budget of NRI for the Fiscal Year \ncovered by such Proposed Budget; provided, however, that NRI shall have the \nright to submit a Proposed Budget with a lower percentage allocated to any \nNMR Budget Approval Items which are approved by the Board of Directors in \naccordance with Section 3.2 to be implemented in full.  Targeted Expenditures \nif such decrease is Approved by the Operating Committee in response to a \nchange in market conditions occurring prior to the due date for such Proposed \nBudget.  NRI shall cause all expenditures allocated to Targeted Expenditures. \n NMR's sole and exclusive remedy for any non-willful breach of the obligation \ncontained in the preceding sentence shall be to require NRI (through an \ninjunction or similar action or otherwise) to spend fifty percent (50%) of \nits Engineering Budget (but no less than 50% \n\n                                       6\n\n\nof such Engineering Budget) on Targeted Expenditures; provided however that \none half of all  costs and expenses incurred by NMR in enforcing such \nobligation of NRI if NMR prevails (including, without limitation, reasonable \nattorney fees) shall be reimbursed by NRI.\n\n       2.4    PANEL LOGISTICS.     \n\n              (a)    NMR has heretofore developed the Household Panel on \nbehalf of NRI utilizing the NMR Sampling Methodology, and NRI hereby accepts \ndelivery of such Household Panel for use in connection with the Approved \nInternet Service and agrees that such Household Panel complies with all \nspecifications requested by NRI with respect thereto.  Simultaneously with \nthe execution and delivery of this Agreement, NRI has paid the amount of \n$2,500,000 for Maintenance Services provided through June 30, 1999 (subject \nto revision by NMR in respect of fees for Maintenance Services rendered in \nJune 1999 within thirty (30) days of the Effective Date) to NMR in \nimmediately available funds, representing (i) that portion of the costs \nincurred by NMR in connection with the development of the Household Panel \nwhich NRI has agreed to reimburse to NMR, plus (ii) all Panel Maintenance \nCharges incurred by NMR with respect to the Household Panel through the \nEffective Date.  Effective upon NMR's receipt of such payment, NMR shall \ntransfer all right, title and interest worldwide in and to the Household \nPanel to NRI, subject to NMR's continued ownership of the NMR Sampling \nMethodology. \n\n              (b)    Simultaneously with the execution and delivery of this \nAgreement, the Parties shall enter into the Panel Maintenance Agreement.  As \nfurther provided in the Panel Maintenance Agreement, NMR shall have \nresponsibility for the maintenance of the Household Panel during the term of \nsuch Agreement.  All Panel Maintenance Charges shall be reimbursed by NRI to \nNMR in accordance with the terms of the Panel Maintenance Agreement.\n\n              (c)    The Operating Committee shall consider (i) all updates, \nmodifications or other changes which are proposed to be made by either Party \nto the Household Panel and (ii) the matters described in Section 2.7(b) for \nall future Internet Measurement Panels which are proposed to be developed by \neither Party for use in connection with the Approved Internet Service, all of \nwhich matters shall be subject to Operating Committee Approval (subject, \nhowever, to the casting (I.E., controlling) vote granted in favor of NMR \npursuant to Section 3.1(e) below); provided, however, that if such proposed \nservice does not become part of the Approved Internet Service, the service \nshall not be governed by the Operating Committee.\n\n              (d)    It is the intention of the Parties that all products and \nservices offered by NRI as part of the Internet Service in North America \nshall be marketed and sold under the NRI Trademarks and, if consented to by \nNMR as hereinafter provided, the NMR Trademarks.  The services of developing, \nmarketing and selling audience measurement and e-commerce strategies using \ninformation derived from the Household Panel and Business Panel shall be \ndeemed approved as part of the Approved Internet Service.  NMR's \nrepresentatives on the Operating Committee shall be informed of all products \nand services which NRI proposes to offer as part of the Internet Service in \nNorth America.  Prior to the marketing and sale of any such product or \nservice, NMR shall advise NRI in writing whether or not it consents to the \nuse of the NMR Trademarks in connection therewith. The Parties' use of the \nNMR Trademarks and the NRI \n\n                                       7\n\n\nTrademarks in connection with the Approved Internet Service shall be governed \nby the provisions of Article VI below.  \n\n       2.5    STRATEGIC ALLIANCES.\n\n              (a)    Each Party shall have the right to propose to the Board \nof Directors of NRI, through such Party's representatives on the Operating \nCommittee, the establishment of strategic alliances with Third Parties to \nassist in the marketing and development of the Approved Internet Service.  \nThe Operating Committee shall meet within thirty (30) days of the Effective \nDate to discuss the strategy for extending the Internet Service to countries \noutside of North America.  NRI will consult with the Operating Committee from \ntime to time on the terms of strategic alliances in order to take advantage \nof the experience of the members of the Operating Committee in such matters. \nHowever, the management of NRI shall be responsible for selecting, \nnegotiating and operating such strategic alliances. Notwithstanding the \nforegoing, any proposed strategic alliance which involves the Approved \nInternet Service with any of the Persons listed in EXHIBIT H hereto shall \nrequire the approval of NMR (expressed through its representatives on the \nOperating Committee) prior to the submission of such proposed strategic \nalliance to the Board of Directors of NRI.  NMR shall have the right to make \nadditions to EXHIBIT H from time to time to reflect additional Persons that \nbecome competitive with NMR subject to approval by NRI in writing. EXHIBIT I \nhereto shall include the list of Approved Strategic Alliance Partners. The \nOperating Committee at the suggestion of either Party shall have the right to \nmake additions to the list of Approved Strategic Alliance Partners on EXHIBIT I \nfrom time to time to reflect additional potential strategic alliance \npartners which approval shall not be unreasonably withheld.  NMR shall have \nthe right to request deletions from EXHIBIT I from time to time to reflect \nits disapproval of any of the Persons set forth thereon subject to prior \napproval by NRI in writing.  NRI may negotiate and enter into strategic \nalliances (whether by license, joint venture or other means) with the \nApproved Strategic Alliance Partners without approval from the Operating \nCommittee or NMR.  For a company which is not an Approved Strategic Alliance \nPartner, NRI must obtain the approval of the Operating Committee. \n\n              (b)    If NRI desires to have NMR, and NMR agrees to, manage \nthe strategic alliance, Net SA Revenues derived from any such strategic \nalliance shall be split with NRI on a 50-50 basis.\n\n       2.6    PRODUCT STRATEGIES. BUSINESS PANEL.  NMR acknowledges that NRI \nis developing a business panel as part of its Approved Internet Service (the \n\"Business Panel\").\n\n              (b)    MONITOR PLUS; AEM.  It is the intention of the Parties \nto expand into the area of North American advertising expenditure measurement \nfor the Internet.  Subject to the other terms of this Section, such \nadvertising measurement data, when available for commercial introduction, \nwill be marketed and sold in North America in conjunction with NMR's Monitor \nPlus service under the NMR Trademarks and the NRI Trademarks and not in \nconjunction with any other Third Party product or service; provided, however, \nthat NRI may itself market and distribute such advertising expenditure \nmeasurement data to its customers, but not in conjunction with any other \nThird Party product or service. The Parties shall agree in good faith upon \nannual \n\n                                       8\n\n\nsales goals for such NMR's Monitor Plus service within one year of the \nEffective Date and each calendar year thereafter.  If NMR fails to \nconsistently meet such sales goals, NRI may market and sell the advertising \nexpenditure data relating to such service in conjunction with other Third \nParties and, under appropriate agreed upon circumstances, may terminate NMR's \nrights to distibute such data.  The Net Customer Billings derived from such \nadvertising service in North America shall be allocated as follows:  60% to \nNMR and 40% to NRI, provided that such allocation shall be reconsidered by \nthe Parties in good faith based upon the Parties' actual experience in \nmarketing, selling and distributing such expanded advertising service.\n\n       2.7    PRODUCT QUALITY CONTROL.\n\n              (a)    DATA PROCESSING AND REPORTS. \n\n                     (i)    All data obtained by NRI which is marketed using \nthe NMR Trademarks and the NRI Trademarks from Panel Members shall be \ncollected, processed, stored and analyzed, and all reports and analyses \nsupplied to customers of the Approved Internet Service shall be prepared, by \nNRI in accordance with edit rules, protocols, analytical methodologies and \nquality control standards established from time to time by Operating \nCommittee Approval. \n\n                     (ii)   The Parties shall cooperate to ensure that the \nquality control standards Approved by the Operating Committee are maintained \nwith respect to all aspects of the Approved Internet Service.\n\n              (b)    PANELS.  The selection, maintenance and updating of all \nInternet Measurement Panels used in connection with the Approved Internet \nService shall be effected in compliance with the NMR Sampling Methodology, as \napplied by the Operating Committee from time to time; provided, however, that \nNMR shall have a casting (I.E., controlling) vote with respect to all matters \nrelating to the Internet Measurement Panels used in connection with this \nAgreement, including, without limitation, the methodology for the \nidentification and selection of participants in such Panels, the maintenance \nof such Panels, the establishment and application of specifications for such \nPanels and the implementation of any material change or modification to such \nspecifications.  \n\n       2.8    STAFFING.  Each Party shall have and maintain such personnel \n(including, without limitation, computer programmers, engineers and technical \npersonnel) as are sufficient to carry out its responsibilities under this \nAgreement.\n\n       2.9    SITE INSPECTIONS.  Each of the Parties (and its \nrepresentatives) shall have the right to visit and inspect the research, \ndevelopment, manufacturing, distribution and data collection, storage and \nmanagement facilities of the other Party at its own expense in order to \nverify the other Party's compliance with the terms and conditions of this \nAgreement and to ensure compliance with quality control standards established \nby the Operating Committee and by Third Party accrediting agencies or similar \nauthorities.  Each Party shall have the right to conduct such inspections at \nleast twice per calendar year or more frequently as may be required to comply \nwith accrediting agency audit standards.  All such visits shall occur at \nmutually convenient times and \n\n                                       9\n\n\ndates during normal business hours and will be carried out in such a way as \nto not unreasonably disrupt the operations of the Party being inspected.  All \ninformation obtained by the inspecting Party during such visits shall be \nsubject to the confidentiality requirements of this Agreement.\n\n       2.10   OTHER TECHNOLOGIES.\n\n              (a)    The Parties do not intend to conduct any joint \ntechnology development activities with each other; rather, the Parties intend \nto retain the right to continue to develop their respective proprietary \ntechnologies relating to Internet measurement independently from each other, \nsubject only to the remaining provisions of this Section 2.10.\n\n              (b)    Except for the rights set forth in this Agreement, the \nLicense Agreement or any other Ancillary Agreement relating to the Approved \nInternet Service, NMR is not acquiring any license or other rights in the NRI \nProprietary Software or in any other software or proprietary technologies \nowned or licensed by NRI as of the date of this Agreement or as may be \ndeveloped or acquired by NRI during the term of this Agreement in the field \nof Internet measurement applications (collectively, the \"NRI Web Tracking \nTechnologies\"), and NRI shall retain the unrestricted right to develop and \nexploit the NRI Proprietary Software and such NRI Web Tracking Technologies \nfor its own use and account, subject only to the provisions of this \nAgreement, the License Agreement or any other Ancillary Agreement with \nrespect to NMR's rights to use the NRI Proprietary Software in connection \nwith the Approved Internet Service.\n\n              (c)    NRI hereby acknowledges and agrees that NMR has \ndeveloped, and will continue to develop, certain proprietary technologies in \nthe field of Internet tracking and measurement and related applications \nthrough a variety of methods, including personal computers on a stand-alone \nbasis, television and other \"convergence\" platforms and other devices and \nmethodologies (collectively, the \"NMR Web Tracking Technologies\"), certain of \nwhich are listed in EXHIBIT G hereto.  NRI is not acquiring any license or \nother rights in any NMR Web Tracking Technologies owned or licensed by NMR as \nof the date of this Agreement or as may be developed or acquired by NMR \nduring the term of this Agreement, and NMR shall retain the unrestricted \nright to develop and exploit all such NMR Web Tracking Technologies for its \nown use and account.\n\n              (d)    The Parties may discuss with each other the possibility \nof granting cross-licenses with respect to each other's web tracking \ntechnologies during the term of this Agreement under such licensing \narrangements (including provisions governing the payment of royalties) as may \nbe mutually agreed by the Parties; provided, however, that neither Party \nshall be under any obligation to enter into any such cross-licenses, or to \ngrant any rights in its proprietary technologies to the other Party, and \nneither Party shall have any liability or obligation to the other Party (or \nto the shareholders or other Affiliates of the other Party or any other \nPerson) for its failure or refusal to grant any such cross-licenses or rights \nto the other Party or to make any other opportunity or right available to the \nother Party, all of which claims are hereby irrevocably waived by the Parties.\n\n                                       10\n\n\n                                   ARTICLE III    \n                                       \n                               OPERATING COMMITTEE\n                                       \n       3.1    OPERATING COMMITTEE. The Parties shall form an operating \ncommittee (the \"Operating Committee\") to coordinate the activities of the \nParties under this Agreement.  The Operating Committee will be comprised of \nfour members, two of whom shall be representatives of NMR and two of whom \nshall be representatives of NRI, provided that the representatives of each \nParty shall cast a single vote on behalf of such Party.  A quorum shall \nconsist of the attendance, in person, by video conference or by conference \ntelephone call, of at least one representative of each Party authorized to \ncast the vote of that Party on issues that come before the Operating \nCommittee.  Each Party shall use reasonable efforts to assure that its \nrepresentatives so authorized to act on its behalf are present for all \nmeetings of the Operating Committee.\n\n              (b)    The initial members of the Operating Committee are \nidentified on EXHIBIT D hereto.  Notwithstanding the foregoing, each Party's \nrepresentatives shall serve at the discretion of such Party and may be \nsubstituted for or replaced at any time by such Party upon written notice to \nthe other Party.\n\n              (c)    The Operating Committee shall hold meetings in person, \nby video conference or by conference telephone call at least monthly during \nthe first year of this Agreement, and at least quarterly thereafter (or as \nmay be otherwise agreed by the Parties).  In case of need, either Party may \nconvene a meeting at the offices of the other Party on at least 20 days' \nprior written notice or such shorter period as the other Party may agree.  \nWhere practicable, the proposed agenda for each meeting of the Operating \nCommittee shall be circulated prior to the meeting.  All proceedings of the \nOperating Committee shall be summarized in written minutes to be prepared \njointly by the members of the Operating Committee, and such minutes shall be \nsent regularly to all members for their signatures.  The procedures \nestablished in respect of the Operating Committee may be amended upon \nOperating Committee Approval.\n\n              (d)    The responsibilities of the Operating Committee shall \nconsist of the following matters:  \n\n                     (i)    the quarterly status review of business and \nmarketing plans for NRI's development of the Approved Internet Service; \n\n                     (ii)   the consideration of Proposed Budgets and the \napproval of the NMR Budget Approval Items by NMR's representative on the \nOperating Committee, as further provided in Section 3.2;\n\n                     (iii)  the establishment of standards for the use of \neach Party's trademarks as provided in Article VI; and\n\n                                      11\n\n\n                     (iv)   all matters described in Article II as being subject\nto Operating Committee Approval.\n\n              (e)    All matters to be considered by the Operating Committee \nshall be submitted to the members of the Operating Committee in the form of \nproposed actions by the proposing Party.  Only those proposed actions which \nreceive the affirmative vote of each Party's representatives on the Operating \nCommittee, voting in the manner specified in Section 3.1(a) above (I.E., \nunanimous approval), shall be deemed to have received \"Operating Committee \nApproval\" for purposes of this Agreement.  Any matter which has received such \nfavorable vote shall be deemed to have been \"Approved by the Operating \nCommittee.\"  Notwithstanding the foregoing, if a deadlock exists (I.E., \nunanimous approval of each Party's members has not been obtained), NRI and \nNMR, respectively, shall be granted a special casting (I.E., controlling) \nvote with respect to the following matters:\n\n                     NRI    --     Resolution of any dispute arising under\n                                   Section 2.2(a)(iv) with respect to the\n                                   allocation of marketing responsibilities for\n                                   any customer for products or services to be\n                                   provided using the NMR Trademarks and the NRI\n                                   Trademarks (such casting vote to be exercised\n                                   upon the recommendation of the Vice\n                                   President-Sales of NRI).\n                            --     Resolution of any dispute relating to the\n                                   size of the Household Panel or any other\n                                   Internet Measurement Panel (such casting vote\n                                   to be exercised by the Chief Executive\n                                   Officer of NRI).\n                     NMR    --     All functions described in Sections 2.4(c)\n                                   and 2.7(b) above relating to the Internet\n                                   Measurement Panels, except as to the size\n                                   thereof.\n                            --     Approval of any NMR Budget Approval Items.\n\n              (f)    In the event that a deadlock exists for any matter which \nis not subject to the special tie-breaking procedures described in Section \n3.1(e) above, and such deadlock continues for a period of 15 days after the \ndate on which the matter is first submitted to the Operating Committee, the \nmatter shall be referred to the chief executive officers of NRI and NMR for \nresolution.  The chief executive officers shall meet within thirty (30) days \nof such notice.  If the deadlock continues for fifteen (15) days after such \nmeeting, the matter shall not be deemed to be Approved by the Operating \nCommittee and neither Party shall have any liability or obligation to the \nother Party for any failure or refusal to approve any such matter submitted \nto the Operating Committee.  For the avoidance of doubt, neither Party shall \nhave the right to invoke the arbitration procedures in Article IX with \nrespect to any such deadlock. \n\n       3.2    ANNUAL BUDGETS.  Commencing with Fiscal Year 2000, NRI shall \nprepare and submit to the Operating Committee a proposed budget for the \noperation and maintenance of the Approved Internet Service for the following \nFiscal Year (a \"Proposed Budget\").  The Proposed Budget shall include, among \nother things, NRI's proposal for (i) Targeted Expenditures (subject \n\n                                      12\n\n\nto the obligations of NRI under Section 2.3); (ii) Panel Maintenance Charges \n(except as provided in the Panel Maintenance Agreement); (iii) NMR's portion \nof the projected marketing and sales activities for NMR and projected Net \nCustomer Billings in respect of customers for which NMR has been allocated \nprimary responsibility hereunder (collectively, the \"NMR Budget Approval \nItems\"). Commencing with Fiscal Year 2000, each Proposed Budget and each NMR \nBudget Approval Item shall be delivered to the members of the Operating \nCommittee at least 20 days prior to the meeting of the Board of Directors at \nwhich such Proposed Budget will be considered and in any event not more than \n60 days after the start of the Fiscal Year to which it relates for \nconsideration at the next meeting of the Operating Committee.  Prior to the \nsubmission of any Proposed Budget to the Board of Directors of NRI, NMR shall \nhave the right to approve (or disapprove) (through its representatives on the \nOperating Committee) each of the NMR Budget Approval Items.  If the Board of \nDirectors of NRI disapproves any NMR Budget Approval Item which has \npreviously been approved by NMR, such item shall be referred back to NMR for \nfurther consideration in light of the reasons given for the Board of \nDirectors' disapproval, and such revised item will not be implemented until \nso approved by NMR.  For the avoidance of doubt, NRI acknowledges and agrees \nthat NMR shall have the right to disapprove any NMR Budget Approval Item \nwhich fails to provide adequate support for the quality control standards \ncontemplated under Section 2.7.\n\n                                   ARTICLE IV     \n                                       \n                           TECHNOLOGY OWNERSHIP RIGHTS\n\n       4.1    NRI OWNERSHIP RIGHTS. The Parties acknowledge and agree that, \nas between NRI and NMR, all right, title and interest (including, without \nlimitation, all Intellectual Property Rights) in and to the NRI Proprietary \nSoftware and the NRI Web Tracking Technologies shall be and remain vested in \nNRI, subject, however, in the case of the NRI Proprietary Software, to the \nlicense rights granted to NMR under the License Agreement.\n\n              (b)    NRI represents and warrants to NMR that all Third-Party \nSoftware which is currently used in connection with the NRI Proprietary \nSoftware is readily available to NMR through normal commercial channels.  A \nlist of all such Third-Party Software is set forth on EXHIBIT K hereto.  The \nforegoing representation and warranty is true and correct as of the Effective \nDate and, subject only to Section 4.1(c) below, shall remain true and correct \nthroughout the term of this Agreement and the License Agreement.\n\n              (c)    If NRI proposes to acquire license or other rights in \nany Third-Party Software which would cause the foregoing representation and \nwarranty not to be true and correct, it shall provide written notice to NMR.  \nIn such event, NRI shall use reasonable efforts to obtain, for the benefit of \nNMR, license or other rights in such Third-Party Software which are \nsubstantially similar (in terms of scope of rights granted and royalties, if \nany, payable therefor) to the rights of NRI in such software; provided, \nhowever, that NMR shall be responsible for any royalty or other amounts which \nare payable solely with respect to any rights which are licensed in favor of \nNMR (and which are accepted by NMR).  NMR shall pay NRI the reasonable \nout-of-\n\n                                      13\n\n\npocket costs and expenses related to such negotiations to the extent such \nexpenses are incurred seeking to obtain rights on behalf of NMR.\n\n       4.2    NMR OWNERSHIP RIGHTS. The Parties acknowledge and agree that, \nas between NRI and NMR, all right, title and interest (including, without \nlimitation, all Intellectual Property Rights) in and to the NMR Web Tracking \nTechnologies and the NMR Sampling Methodology shall be and remain vested in \nNMR.\n\n              (b)    NMR shall provide NRI and its authorized personnel \n(including consultants) with access to the NMR Sampling Methodology, for \ntheir internal use only, to the limited extent necessary to enable NRI to \nwork with NMR in the development of new or modified Internet Measurement \nPanels in the manner contemplated under Section 2.4(c).  NRI's access and use \nrights with respect to the NMR Sampling Methodology shall not apply to any \npanels of NRI that do not constitute Internet Measurement Panels or to any \nother aspects of the Internet Service other than the Approved Internet \nService.\n\n              (c)    NRI acknowledges and agrees that the NMR Sampling \nMethodology constitute valuable trade secrets of NMR and that the limited use \nand access rights granted to NRI hereunder shall not be construed as a \npublication thereof or otherwise be deemed to affect the confidential or \ntrade secret nature of such technology.  NRI shall not (and shall ensure that \nits employees do not) (i) download, decompile, reverse engineer, disassemble \nor otherwise copy the NMR Sampling Methodology; (ii) resell, rent, lease, \nloan, sublicense or otherwise distribute or dispose of, or permit or allow \nthe distribution or disposal of, or create derivative works based in whole or \nin part upon, the NMR Sampling Methodology; (iii) otherwise disclose or \npermit the use of or access to the NMR Sampling Methodology to or by any \nother Person; (iv) modify, adapt or translate the NMR Sampling Methodology; \nor (v) remove any proprietary or copyright legend from any portion of the NMR \nSampling Methodology.  All right, title and interest in the Internet usage \ndata obtained from the Internet Measurement Panels will be owned by NRI, \nsubject to the rights of NMR to store, access, sell, distribute and use such \nInternet usage data to market the Approved Internet Service in accordance \nwith Section 2.2 above.\n\n              (d)    NRI shall take all reasonable steps necessary to ensure \nthat its employees, consultants, strategic alliance partners, subcontractors \nand agents comply with the restrictions set forth in Section 4.2(c) above (to \nthe extent that they have been provided access to the NMR Sampling \nMethodology), which shall include, at a minimum, making NMR a third-party \nbeneficiary of all confidentiality covenants entered into between NRI and any \nsuch Persons who obtain access to the NMR Sampling Methodology from NRI.  In \nany event, NRI shall be responsible for any breach of the foregoing by its \nemployees. \n\n                                   ARTICLE V       \n                                       \n                             NET CUSTOMER BILLINGS\n\n\n\n                                      14\n\n\n       5.1    PAYMENT PERCENTAGES.  Except as otherwise provided in this \nAgreement, all Net Customer Billings derived from the marketing, sale and \ndistribution of the Approved Internet Service shall be allocated to the \nParties in the following respective payment percentages:  (i) NMR -- 35%, and \n(ii) NRI -- 65%.  As used herein, the term \"Net Customer Billings\" shall mean \nthe gross amount billed to each customer of the Approved Internet Service \nlocated in North America for which marketing responsibility is allocated to \nNMR hereunder, as reflected in invoices issued by NRI to such customer, \nwhether pursuant to contracts with such customers or otherwise, less only \nsales, excise or value added taxes included in such invoice to the extent \nseparately reflected thereon.  Except as provided above for Net Customer \nBillings, NRI shall be entitled to 100% of all amounts billed to customers of \nthe Approved Internet Service.\n\n       5.2    PAYMENTS TO NMR.  Within ten days after the end of each calendar\nmonth during the term of this Agreement, NRI shall prepare and submit to NMR a\nreport setting forth a detailed summary of (i) all sales and subscriptions made\nto customers of the Approved Internet Service during such calendar month,\ntogether with an indication of those sales for which NMR is entitled to receive\na commission hereunder and the relevant commission percentage applicable\nthereto, (ii) the length of the contract (in months) to which such payment\nrelates and (iii) the total amount billed to such customers during such calendar\nmonth.  Not later than fifteen (15) days after the end of the calendar quarter\nin which such report is delivered to NMR, NRI shall pay to NMR an amount equal\nto the product obtained by multiplying the relevant payment percentage for such\ncustomer (as identified in such report) times the total amount paid by and\ncollected from such customer during the relevant calendar quarter for sales\nsubject to NMR's commission hereunder.  Subject to NMR's other rights hereunder,\nNRI shall pay interest at the prime rate on any late payments to NMR.  For the\navoidance of doubt, NMR shall have the right to receive the full amount of such\npayment notwithstanding that NRI may be obligated to defer the recognition of a\nportion of the Net Customer Billings derived from such sale or subscription\nuntil a later date under GAAP.\n\n       5.3    RIGHT OF INSPECTION.  NRI agrees to keep accurate books of account\nand records covering all transactions relating to sales of and subscriptions to\nthe Approved Internet Service and the computation of Net Customer Billings\nhereunder.  NMR and its duly authorized representatives shall have the right,\nafter reasonable notice and during regular business hours, to examine such books\nof account and records and all other documents and materials in NRI's possession\nor under its control with respect to the Approved Internet Service and shall\nhave free and full access thereto for such purposes and for the purpose of\nmaking extracts therefrom.  All such books of account and records shall be kept\navailable for at least two (2) years after the expiration or termination of this\nAgreement.  In the event that NMR or its duly authorized representative shall\ndiscover a discrepancy of seven and one-half percent (7.5%) or more pursuant to\nany such examination, NRI shall pay to NMR the reasonable cost of such\nexamination.\n\n\n                                       15\n\n\n\n                                  ARTICLE VI\n\n                             TRADEMARKS; LICENSES\n\n       6.1    TRADEMARKS.\n\n              (a)    LICENSES.  (i)  During the term of this Agreement and as\nprovided in Section 7.2(c), NRI hereby grants to NMR, and NMR hereby accepts\nfrom NRI, a nonexclusive, nontransferable, limited, royalty-free license,\nwithout the right to sublicense, to use the NRI Trademarks solely to provide,\nmarket and sell the Approved Internet Service in North America in accordance\nwith the terms of this Agreement.   If NMR consents to the use of the NMR\nTrademarks in connection with the products and services of the Approved Internet\nService (as set forth in Section 2.4(d)), NMR agrees to use the NRI Trademarks\nin conjunction with the NMR Trademarks in connection with all such products and\nservices.\n\n                     (ii) During the term of this Agreement and as provided in\nSection 7.2(c), NMR hereby grants to NRI, and NRI hereby accepts from NMR, a\nnonexclusive, nontransferable, limited, royalty-free license, without the right\nto sublicense, to use the NMR Trademarks in North America solely (a) to develop\nthe Household Panel (and any other Internet Measurement Panel developed using\nthe NMR Sampling Methodology) and (b) to market and sell products and services\nderived from Internet Measurement Panels which shall include, at a minimum, the\nservices set forth in the second sentence of Section 2.4(d) (the uses described\nin sub-clauses (a) and (b) being referred to as the \"Permitted NMR Trademark\nUses\"), in connection with the Approved Internet Service in accordance with the\nterms of this Agreement.\n\n              (b)    QUALITY CONTROL.  (i)  The nature and quality of  the\nApproved Internet Services supplied in connection with the NMR Trademarks shall\nconform to the standards of the Approved Internet Service on the Effective Date\nas modified from time to time by the Operating Committee.  NRI will cooperate\nwith NMR in facilitating its monitoring and control of the nature and quality of\nsuch services, and will supply NMR with specimens of use of the NMR Trademarks\nupon request.  In the event that NRI's use of the NMR Trademarks does not comply\nwith the Operating Committee's quality standards, NRI shall modify its use of\nthe NMR Trademarks and shall submit corrected specimens of use to NMR within\nthirty (30) days of notice by NMR.\n\n                     (ii)   The nature and quality of the Approved Internet\nServices marketed by NMR in connection with the NRI Trademarks shall conform to\nthe standards of the Approved Internet Service on the Effective Date as modified\nfrom time to time by the Operating Committee.  NMR will cooperate with NRI in\nfacilitating its monitoring and control of the nature and quality of such\nservices, and supply NRI with specimens of use of the NRI Trademarks upon\nrequest.  In the event that NMR's use of the NRI Trademarks does not  comply\nwith the Operating Committee's quality control standards, NMR shall modify its\nuse of the NRI Trademarks and shall submit corrected specimens of use to NRI\nwithin thirty (30) days of notice by NRI.\n\n              (c)    CERTAIN ACKNOWLEDGMENTS.  (i) NRI acknowledges and agrees\nthat NMR has the right to use the NMR Trademarks as provided in this Agreement.\nExcept as prohibited by \n\n\n                                       16\n\n\n\nlaw, NRI agrees that it will not do anything inconsistent with such ownership \neither during the term of this Agreement or thereafter.  NRI agrees that use \nof the NMR Trademarks by NRI shall inure to the benefit of and be solely on \nbehalf of NMR.  NRI acknowledges that its utilization of the NMR Trademarks \nwill not create or confer any right, title or interest in the NMR Trademarks \nin NRI.\n\n                     (ii)   NMR acknowledges and agrees that NRI is the sole and\nexclusive owner of the NRI Trademarks.  Except as prohibited by law, NMR agrees\nthat it will not do anything inconsistent with such ownership either during the\nterm of this Agreement or thereafter.  NMR agrees that use of the NRI Trademarks\nby NMR shall inure to the benefit of and be solely on behalf of NRI.  NMR\nacknowledges that its utilization of the NRI Trademarks will not create or\nconfer any right, title or interest in the NRI Trademarks in NMR.\n\n              (d)    RESTRICTIONS ON USE.  (i)  NRI agrees that it will not\nadopt or use as part or all of any corporate name, trade name, trademark,\nservice mark or certification mark, any trademark or other mark confusingly\nsimilar to the NMR Trademarks.  NRI shall use the NMR Trademarks so that they\ncreate a separate and distinct impression from any other trademark that may be\nused by NRI, except for the use of the combined words \"Nielsen\/\/NetRatings\" in\nconnection with the Permitted NMR Trademark Uses pursuant to the standards set\nforth in Section 6.1(b).  NRI agrees that it will not contest any NMR\nregistration or application for any of the NMR Trademarks.  NRI shall comply\nwith all applicable laws and regulations pertaining to the proper use and\ndesignation of the NMR Trademarks.\n\n                     (ii)   NMR agrees that it will not adopt or use as part or\nall of any corporate name, trade name, trademark, service mark or certification\nmark, any trademark or other mark confusingly similar to the NRI Trademarks. \nNMR shall use the NRI Trademarks so that they create a separate and distinct\nimpression from any other trademark that may be used by NMR, except for the use\nof the combined words \"Nielsen\/\/NetRatings\" in connection with the Permitted NMR\nTrademark Uses pursuant to the standards set forth in Section 6.1(b).  NMR\nagrees that it will not contest any NRI registration or application for any of\nthe NRI Trademarks.  NMR shall comply with all applicable laws and regulations\npertaining to the proper use and designation of the NRI Trademarks.\n\n              (e)    NO REGISTRATION.  (i)  NRI agrees not to apply to register\nany of the NMR Trademarks, or any words or combination of words containing the\nNMR Trademarks (including, without limitation, \"Nielsen\/\/NetRatings\") or any\nconfusingly similar designation, anywhere in the world.  If any application for\nregistration is or has been filed by or on behalf of NRI in any country and\nrelates to any mark which, in the reasonable opinion of NMR, is confusingly\nsimilar, deceptive or misleading with respect to, or dilutes or in any way\nmaterially damages, any of the NMR Trademarks, NRI shall, at NMR's request,\nabandon all use of such mark and withdraw any registration or application for\nregistration thereof.  Nothing in this Section 6.1(e)(i) shall require NRI to\nabandon or withdraw any of the existing NRI Trademarks listed on EXHIBIT F.\n\n                     (ii)   NMR agrees not to apply to register any of the NRI\nTrademarks or any words or combination of words containing the NRI Trademarks\n(including, without \n\n\n                                       17\n\n\n\nlimitation, \"Nielsen\/\/NetRatings\") or any confusingly similar designation, \nanywhere in the world.  If any application for registration is or has been \nfiled by or on behalf of NMR in any country and relates to any mark which, in \nthe reasonable opinion of NRI, is confusingly similar, deceptive or \nmisleading with respect to, or dilutes or in any way materially damages, any \nof the NRI Trademarks, NMR shall, at NRI's request, abandon all use of such \nmark and withdraw any registration or application for registration thereof.  \nNothing in this Section 6.1(e)(ii) shall require NMR to abandon or withdraw \nany of the existing NMR Trademarks listed on EXHIBIT F.\n\n              (f)    CERTAIN REPRESENTATION AND WARRANTIES.  (i)  NRI owns all\nright, title and interest in the NRI Trademarks in the United States free and\nclear of any liens, pledges or other encumbrances.  NRI is the sole owner of, or\napplicant for, all registrations and applications for registrations of the NRI\nTrademarks with any governmental or other authority in the United States, all of\nwhich are valid and in full force and effect.  To the knowledge of NRI, none of\nthe NRI Trademarks infringes the trademarks of any Third Party.  There are no\npending or threatened litigations, claims or challenges relating to the NRI\nTrademarks.\n\n                     (ii)   NMR has the right to use the NMR Trademarks as\nprovided in this Agreement, free and clear of any liens, pledges or other\nencumbrances in the following jurisdictions: United States and Canada.  NMR is\nthe sole owner of, or applicant for, all registrations and applications for\nregistrations of the NMR Trademarks with any governmental or other authority in\nsuch jurisdictions, all of which are valid and in full force and effect.  To the\nknowledge of NMR, none of the NMR Trademarks infringes the trademark of any\nThird Party.  There are no pending or threatened litigations, claims or\nchallenges relating to the NMR Trademarks.\n\n       6.2    ACKNOWLEDGMENT.  Each Party acknowledges that its respective\ntrademarks will be used under these licenses as part of the combined words\n\"Nielsen\/\/NetRatings\" solely within the Permitted NMR Trademark Uses under the\nstandards set forth in Section 6.1(b).  The intent of the Parties is not to\ncreate a jointly owned trademark or servicemark with respect to\n\"Nielsen\/\/NetRatings\".  Neither Party shall claim any ownership interest in the\ncombined words in \"Nielsen\/\/NetRatings\", and neither Party shall register the\ncombined words \"Nielsen\/\/NetRatings\" as a trademark in any jurisdiction.\n\n                                  ARTICLE VII\n\n                                  TERMINATION\n\n       7.1    TERMINATION. This Agreement may be terminated as follows:\n\n              (a)    by the mutual written consent of NRI and NMR;\n\n              (b)    by either Party:\n\n                     (i)    upon the material breach of any provision of this\n              Agreement by the other Party which material breach remains uncured\n              thirty (30) days after written notice thereof to such other Party;\n\n\n                                       18\n\n\n\n                     (ii)   upon thirty days' written notice if NMR's beneficial\n              ownership of the issued and outstanding shares of Common Stock on\n              a fully diluted basis (as defined in the Addendum No. 1 to\n              Restated Stockholders Agreement of even date by and among NMR, NRI\n              and the other parties set forth therein (the \"Addendum\")) is less\n              than 5.0% for any reason other than as set forth in Section\n              7.1(b)(iii); or.\n\n                     (iii)  if NMR's beneficial ownership of the issued and\n              outstanding shares of Common Stock on a fully diluted basis (as\n              defined in the Addendum) is less than 5.0% because NRI exercises\n              its right to purchase NMR's shares and options due to a\n              Competitive Takeover (as defined in the Addendum).\n\n       7.2    EFFECT OF TERMINATION.  In the event of any termination of this\nAgreement, NRI shall pay NMR any amounts owed to NMR pursuant to Article V or\nany other provision of this Agreement for services provided prior to the\neffective date of such termination (the \"Termination Date\").  In addition, in\nthe event of any termination of this Agreement:\n\n              (a)    by NRI pursuant to Section 7.1(b)(i) above: \n\n                     (i)    NRI shall have the right, for a period of one year\n              from the Termination Date, (A) to access and to use the NMR\n              Sampling Methodology reasonably necessary to continue to provide\n              the Approved Internet Service (including, without limitation,\n              maintaining Panels); and (B) to continue to use the NMR Trademarks\n              pursuant to the license granted in Article VI in accordance with\n              the quality control provisions in effect on the Termination Date;\n              provided, however, that NRI may not represent to potential Panel\n              Members that it is NMR or an agent of NMR;\n\n                     (ii)   The license granted to NMR pursuant to Article VI to\n              use the NRI Trademarks shall terminate as of the Termination Date;\n\n                     (iii)  NMR shall be obligated, upon the written request of\n              NRI, (A) for a period of up to one year from the Termination Date,\n              to provide the Maintenance Services (as defined in the Panel\n              Maintenance Agreement) in respect of any Panels in existence on\n              the Termination Date at the cost of providing such services\n              determined in accordance with Article III of the Panel Maintenance\n              Agreement and (B) assigning to NRI , to the extent assignable, any\n              contracts between NMR and a Third Party relating to the provision\n              of the Approved Internet Service. \n\n                     (iv)   NRI shall be obligated (A) to continue to perform\n              under written customer contracts for which primary marketing\n              responsibility was allocated to NMR as of the Termination Date and\n              (B) to pay to NMR any portion of Net Customer Billings in respect\n              of such contracts to which NMR would have been entitled under, and\n              in accordance with the payment terms of, Article V above.\n\n              (b)    by NMR pursuant to Section 7.1(b)(i) above:\n\n\n                                       19\n\n\n\n                     (i)    NMR shall have the right, (A) to terminate the Panel\n              Maintenance Agreement effective upon written notice thereof to\n              NRI; (B) for a period of one year from the Termination Date, (1)\n              to continue to use the NRI Trademarks pursuant to the license\n              granted in Article VI and subject to the quality control standards\n              in effect as of the Termination Date and (2) to continue to\n              distribute the Collection Software (as defined in the License\n              Agreement) in connection with the provision of any Internet\n              Service;\n\n                     (ii)   The license granted to NRI pursuant to Article VI to\n              use the NMR Trademarks shall terminate as of the Termination Date;\n\n                     (iii)  NRI shall be obligated, upon the request of NMR, to\n              provide NMR with a copy of the Object Form (as defined in the\n              License Agreement) of the Back End Software (as defined in the\n              License Agreement), and NMR shall have the rights to use the Back\n              End Software set forth in the License Agreement. \n\n                     (iv)   NRI shall be obligated (A) to continue to perform\n              under written customer contracts for which primary marketing\n              responsibility was allocated to NMR as of the Termination Date\n              entered into on or prior to the Termination Date; and (B) to pay\n              to NMR any portion of Net Customer Billings in respect of such\n              contracts to which NMR would have been entitled under, and on the\n              payment terms set forth in, Article V above.\n\n                     (v)    NRI shall be obligated (A) to perform under written\n              customer contracts entered into that are executed between NMR and\n              a Third Party during the one-year period immediately after the\n              Termination Date, under written customer contracts containing\n              terms substantially the same as the terms of the standard customer\n              contracts as of the Termination Date, until the end of such\n              one-year period; and (B) to pay to NMR 50% of the Net Customer\n              Billings in respect of such contracts, on the payment terms set\n              forth in Article V above.\n\n              (c)    by either Party pursuant to Section 7.1(b)(ii) or (iii)\nabove:\n\n                     (i)    NRI shall have the right, for a period of one year\n              from the Termination Date, (A) to access and to use the NMR\n              Sampling Methodology reasonably necessary to continue to provide\n              the Approved Internet Service (including, without limitation,\n              maintaining Panels); and (B) to continue to use the NMR Trademarks\n              pursuant to the license granted in Article VI in accordance with\n              the quality control provisions in effect on the Termination Date;\n              provided, however, that NRI may not represent to potential Panel\n              Members that it is NMR or an agent of NMR;\n\n                     (ii)   The license granted to NMR pursuant to Article VI to\n              use the NRI Trademarks shall terminate as of the Termination Date;\n\n\n                                       20\n\n\n\n                     (iii)  NMR shall be obligated, upon the written request of\n              NRI, (A) for a period of up to one year from the Termination Date,\n              to provide the Maintenance Services (as defined in the Panel\n              Maintenance Agreement) in respect of any Panels in existence on\n              the Termination Date at the cost (or, if the termination is made\n              pursuant to Section 7.1(b)(iii), at 120% of the cost) of providing\n              such services determined in accordance with Article III of the\n              Panel Maintenance Agreement; ; and (B) assigning to NRI, to the\n              extent assignable, any contracts between NMR and a Third Party\n              relating to the provision of the Approved Internet Service. \n\n                     (iv)   NRI shall be obligated (A) to continue to perform\n              under written customer contracts executed prior to the Termination\n              Date for which primary marketing responsibility was allocated to\n              NMR as of the Termination Date and (B) to pay to NMR any portion\n              of Net Customer Billings in respect of such contracts to which NMR\n              would have been entitled under, and in accordance with the payment\n              terms of, Article V above.\n\n       7.3     SURVIVAL.  All provisions of this Agreement that, by their sense\nor context, are intended to survive termination shall so survive any termination\nof this Agreement.\n\n                                 ARTICLE VIII\n\n                              DISPUTE RESOLUTION\n\n       8.1    GENERAL DISPUTE PRINCIPLES.\n\n              (a)    All disputes between or among NRI, NMR and\/or any of their\nAffiliates under this Agreement shall be settled, if possible, through good\nfaith negotiations between the relevant parties.  In the event such disputes\ncannot be so resolved, such disputes shall be resolved as provided in\nSection 8.2.\n\n              (b)    If either Party or any of its Affiliates is subject to a\nclaim, demand, action or proceeding by a Third Party and is permitted by law or\narbitral rules to join another party to such proceeding, this Article VIII shall\nnot prevent such joinder.  This Article VIII shall also not prevent either Party\nor any such Affiliate from pursuing any legal action against a Third Party.\n\n       8.2    ARBITRATION OF OTHER DISPUTES.\n\n              (a)    The Parties shall submit any controversy or claim arising\nout of, relating to or in connection with this Agreement, or the breach hereof\nor thereof (\"Demand for Arbitration\"), to arbitration administered by the\nAmerican Arbitration Association (\"AAA\") in accordance with its Commercial\nArbitration Rules then in effect (collectively, \"AAA Rules\") and judgment upon\nthe award rendered by the arbitrator may be entered in any court having\njurisdiction thereof.\n\n              (b)    The place of arbitration shall be San Diego, California.\n\n              (c)    The Parties shall attempt, by agreement, to nominate a sole\narbitrator for confirmation by the AAA.  If the Parties fail to so nominate a\nsole arbitrator within 30 days from the date when the Demand for Arbitration has\nbeen communicated by the initiating Party, the \n\n\n                                       21\n\n\n\narbitrator shall be appointed by the AAA in accordance with the AAA Rules.  For \npurposes of this Section, the \"commencement of the arbitration proceeding\" \nshall be deemed to be the date upon which the Demand for Arbitration has been \ndelivered to the Parties in accordance with this Section 8.2.  A hearing on \nthe matter in dispute shall commence within 30 days following selection of \nthe arbitrator, and the decision of the arbitrator shall be rendered no later \nthan 60 days after commencement of such hearing.\n\n              (d)    An award rendered in connection with an arbitration\npursuant to this Section shall be final and binding upon the Parties, and the\nParties agree and consent that the arbitral award shall be conclusive proof of\nthe validity of the determinations of the arbitrator set forth in the award and\nany judgment upon such an award may be entered and enforced in any court of\ncompetent jurisdiction.\n\n              (e)    The Parties agree that the award of the arbitral tribunal\nwill be the sole and exclusive remedy between them regarding any and all claims\nand counterclaims between them with respect to the subject matter of the\narbitrated dispute.  The Parties hereby waive all IN PERSONAM jurisdictional\ndefenses in connection with any arbitration hereunder or the enforcement of an\norder or award rendered pursuant thereto (assuming that the terms and conditions\nof this arbitration clause have been complied with).\n\n              (f)    The arbitrator shall issue a written explanation of the\nreasons for the award and a full statement of the facts as found and the rules\nof law applied in reaching his decision to both Parties.  The arbitrator shall\napportion to each Party all costs (including attorneys' and witness fees, if\nany) incurred in conducting the arbitration in accordance with what the\narbitrator deems just and equitable under the circumstances.  Any provisional\nremedy which would be available to a court of law shall be available from the\narbitrator pending arbitration of the dispute.  Either Party may make an\napplication to the arbitrator seeking injunctive or other interim relief, and\nthe arbitrator may take whatever interim measures he deems necessary in respect\nof the subject matter of the dispute, including measures to maintain the status\nquo until such time as the arbitration award is rendered or the controversy is\notherwise resolved.  The arbitrator shall only have the authority to award any\nremedy or relief (except ex parte relief) that a Superior Court of the State of\nCalifornia could order or grant, including, without limitation, specific\nperformance of any obligation created under this Agreement, the issuance of an\ninjunction, or the imposition of sanctions for abuse or frustration of the\narbitration process, but specifically excluding punitive damages.\n\n              (g)    Either Party may file an application in any proper court\nfor a provisional remedy in connection with an arbitrable controversy, but only\nupon the ground that the award to which the application may be entitled may be\nrendered ineffectual without provisional relief.  Notwithstanding the foregoing,\nNMR shall have the right, without the requirement of making the showing as to\nprovisional relief set forth in the preceding sentence, to initiate an\ninjunctive or similar action with respect to the enforcement of any breach by\nNRI of Section 2.3.  The Parties may also commence legal action in lieu of any\narbitration under this Section 8.2 in connection with any Third Party litigation\nproceedings.\n\n\n                                       22\n\n\n\n              (h)    For purposes of any suit, action or legal proceeding\npermitted under this Article VIII, each Party (a) hereby irrevocably submits\nitself to and consents to the non-exclusive jurisdiction of the United States\nDistrict Court for the Southern District of California for the purposes of any\nsuit, action or legal proceeding in connection with this Agreement including to\nenforce an arbitral resolution, settlement, order or award made pursuant to this\nAgreement (including pursuant to the U.S. Arbitration Act or otherwise), and\n(b) to the extent permitted by applicable law, hereby waives, and agrees not to\nassert, by way of motion, as a defense, or otherwise, in any such suit, action\nor legal proceeding pending in such event, any claim that it is not personally\nsubject to the jurisdiction of such court, that the suit, action or legal\nproceeding is brought in an inconvenient forum or that the venue of the suit,\naction or legal proceeding is improper.  Each Party hereby agrees to the entry\nof an order to enforce any resolution, settlement, order or award made pursuant\nto this Section by the United States District Court for the Southern District of\nCalifornia and in connection therewith hereby waives, and agrees not to assert\nby way of motion, as a defense, or otherwise, any claim that such resolution,\nsettlement, order or award is inconsistent with or violative of the laws or\npublic policy of the laws of the State of California or any other jurisdiction.\n\n                                  ARTICLE IX\n\n                                CONFIDENTIALITY\n\n       9.1    CONFIDENTIAL INFORMATION.  For the purposes of this Agreement,\n\"Confidential Information\" shall mean any information delivered by one party\n(\"Disclosing Party\") to the other party (\"Receiving Party\") which the Receiving\nParty knows or has reason to know is considered confidential by the Disclosing\nParty.  NMR acknowledges that it has received access to the source code of NRI's\nProprietary Software pursuant to the Escrow Agreement (as defined below).  NMR\nhas not reviewed such source code and it remains the Confidential Information of\nNRI.  The NMR Sampling Methodology shall be deemed to be \"Confidential\nInformation\", subject to the provisions of Section 9.2 below. The Receiving\nParty agrees to take precautions to prevent any unauthorized disclosure or use\nof Confidential Information consistent with precautions used to protect the\nReceiving Party's own confidential information, but in no event less than\nreasonable care.  Except as provided below, the Receiving Party agrees to treat\nthe Confidential Information as confidential and shall not disclose the\nConfidential Information to any Person or Entity without the Disclosing Party's\nprior written consent.  The Receiving Party may only disclose the Confidential\nInformation to the Receiving Party's employees or contractors who reasonably\nrequire access to such Confidential Information to perform obligations under\nthis Agreement.  The Receiving Party shall take all appropriate steps to ensure\nthat its employees and contractors who are permitted access to the Confidential\nInformation agree to act in accordance with the obligations of confidentiality\nimposed by this Agreement.  Should the Receiving Party be faced with legal\naction to disclose Confidential Information received under this Agreement, the\nReceiving Party shall promptly notify the Disclosing Party and, upon the\nDisclosing Party's request, shall reasonably cooperate with the Disclosing Party\nin contesting such disclosures.  The Receiving Party shall maintain the secrecy\nof the Confidential Information disclosed pursuant to this Agreement for a\nperiod of five (5) years from the date of \n\n\n                                       23\n\n\n\ndisclosure thereof.  The obligations imposed by this Article IX shall survive \nany termination of this Agreement.\n\n       9.2    NON-CONFIDENTIAL INFORMATION.  The obligations set forth in\nSection 9.1 shall not apply to any particular portion of any Confidential\nInformation that:  (i) now or subsequently becomes generally known or available\nthrough no act or omission of the Receiving Party; (ii) is known to the\nReceiving Party at the time of receipt of the same from the Disclosing Party;\n(iii) is provided by the Disclosing Party to a Third Party without restriction\non disclosure; (iv) is subsequently rightfully provided to the Receiving Party\nby a Third Party without restriction on disclosure; or (v) is independently\ndeveloped by the Receiving Party, as can be demonstrated from the Receiving\nParty's business records and documentation, provided the person or persons\ndeveloping the same had not had access to the Confidential Information of the\nDisclosing Party prior to such independent development. The parties acknowledge\nthat questions may arise as to what parts of the  of the NMR Sampling\nMethodology are not confidential, and NMR agrees to promptly answer requests for\nclarification regarding the confidential status of particular parts of the NMR\nSampling Methodology.\n\n                                   ARTICLE X\n\n                                 MISCELLANEOUS\n\n       10.1   GOVERNING LAW.  This Agreement shall be governed by the laws of\nthe State of California without regard to choice of law provisions thereof, and\nby the General Corporation Law of the State of Delaware to the extent applicable\nto any corporate action related to NRI.\n\n       10.2   SUCCESSORS AND ASSIGNS.  Neither this Agreement nor any rights or\nobligations hereunder may be assigned by either Party without the prior written\nconsent of the other Party, except that either Party may assign, without such\nconsent, to an Affiliate.  The provisions of this Agreement shall inure to the\nbenefit of, and be binding upon, the permitted successors, assigns, heirs,\nexecutors and administrators of the Parties to this Agreement. Notwithstanding\nanything herein to the contrary, either Party shall have the right to assign its\nrights or obligations hereunder, without the prior written consent of the other\nParty, to an Affiliate, provided that no such assignment hereunder shall relieve\nthe assigning Party of its obligations hereunder.\n\n       10.3   ENTIRE AGREEMENT; AMENDMENT.  This Agreement and  the Ancillary\nAgreements constitute the full and entire agreement between the Parties with\nrespect to the subject matter hereof and thereof, and supersede all prior oral\nand written agreements and understandings between the Parties.  For the\navoidance of doubt, the Escrow Agreement (and associated License Agreement)\namong NRI, NMR and Brambles NSD, Inc., as escrow agent, dated October 26, 1998\n(the \"Escrow Agreement\"), including all extensions thereof, and the License\nAgreement defined and referred to therein, are hereby terminated and rendered\nnull and void.  NMR confirms that it received the source code to the NRI\nProprietary Software from the escrow agent under the Escrow Agreement, that it\nhas returned all copies of such source code to NRI simultaneously herewith and\nthat it has not downloaded, reviewed, decompiled, copied or otherwise accessed\nsuch source code during the period of its possession by NMR.  NRI hereby \n\n\n                                       24\n\n\n\nacknowledges receipt of such source code.  Except as expressly provided in this\nAgreement, neither this Agreement nor any term hereof may be amended, waived,\ndischarged or terminated other than by a written instrument signed by the Party\nagainst whom enforcement of any such amendment, waiver, discharge or termination\nis sought.\n\n       10.4   NOTICES, ETC.  All notices and other communications hereunder\nshall be deemed given if given in writing and delivered by hand, prepaid express\nor courier delivery service or by facsimile transmission or mailed by registered\nor certified mail (return receipt requested), facsimile or postage fees prepaid,\nto the Party to receive the same at the respective addresses set forth below (or\nat such other address as may from time to time be designated by such Party in\naccordance with this Section 10.4):\n\n                    (a)   If to NMR:\n                          Nielsen Media Research, Inc.\n                          299 Park Avenue\n                          New York, New York  10171\n                          Telephone: (212) 708-7004\n                          Facsimile: (212) 708-7012\n                          Attention: Chief Legal Officer\n\n                          With copies to:\n                          Coudert Brothers\n                          1114 Avenue of the Americas\n                          New York, New York  10036\n                          Telephone: (212) 626-4400\n                          Facsimile: (212) 626-4120\n                          Attention: James C. Colihan, Esq.\n\n                    (b)   If to NRI:\n                          NetRatings, Inc.\n                          830 Hillview Court\n                          Milpitas, California  95035\n                          Telephone: (408) 957-0699\n                          Facsimile: (408) 957-0487\n                          Attention: President\n\n                          With copies to:\n                          Gray Cary Ware &amp; Freidenrich\n                          400 Hamilton Avenue\n                          Palo Alto, California  94301-1825\n                          Telephone: (650) 833-2266\n                          Facsimile: (650) 327-3699\n                          Attention: Mark Radcliffe, Esq.\n\n\n                                       25\n\n\n\n       All such notices and communications hereunder shall for all purposes \nof this Agreement be treated as effective or having been given when delivered \nif delivered personally, or, if sent by mail, at the earlier of its receipt \nor 72 hours after the same has been deposited in a regularly maintained \nreceptacle for the deposit of United States mail, addressed and postage \nprepaid as aforesaid.\n\n       10.5   DELAYS OR OMISSIONS.  Except as expressly provided in this \nAgreement, no delay or omission to exercise any right, power or remedy \naccruing to a Party, upon any breach or default of the other Party under this \nAgreement, shall impair any such right, power or remedy of such Party nor \nshall it be construed to be a waiver of any such breach or default, or an \nacquiescence therein, or of or in any similar breach or default thereafter \noccurring; nor shall any waiver of any single breach or default be deemed a \nwaiver of any other breach or default theretofore or thereafter occurring.  \nAny waiver, permit, consent or approval of any kind or character on the part \nof a Party of any breach or default under this Agreement, or any waiver on \nthe part of such Party of any provisions or conditions of this Agreement, \nmust be in writing and shall be effective only to the extent specifically set \nforth in such writing.  All remedies, either under this Agreement or by law \nor otherwise afforded to any holder, shall be cumulative and not alternative.\n\n       10.6   PUBLICITY.  Neither Party (nor such Party's Affiliates) shall \nissue any press release disclosing the terms of, or relating to, this \nAgreement or any Ancillary Agreement, without the prior written consent of \nthe other Party; provided, however, that neither Party or its Affiliates \nshall be prevented from complying with any duty of disclosure it may have \npursuant to Applicable Laws.  Such disclosing Party shall use its best \nefforts to consult with the other Party regarding the issuance of any such \npress release, or with regard to any public statement disclosing the terms of \nthis Agreement or any Ancillary Agreement and shall use its best efforts to \nobtain confidential treatment for any Confidential Information where such \npress release or other public statement is required to be made by Applicable \nLaw.\n\n       10.7   EXPENSES.  Each of the Parties shall bear all legal, accounting \nand other transaction expenses incurred by it in connection with the \nnegotiation, execution, delivery and performance of this Agreement. \nNotwithstanding the foregoing, NMR shall reimburse NRI, upon presentation of \na written invoice therefor, for the reasonable fees and expenses of one \nspecial outside counsel retained by NRI to advise it in connection with this \nAgreement and the transactions contemplated hereby and thereby, provided that \nsuch reimbursement obligation of NMR shall not exceed $10,000.\n\n       10.8   COUNTERPARTS.  This Agreement may be executed in any number of \ncounterparts, each of which shall be enforceable against the parties actually \nexecuting such counterparts, and all of which together shall constitute one \ninstrument.\n\n       10.9   SEVERABILITY.  In the event that any provision of this \nAgreement becomes or is declared by a court of competent jurisdiction to be \nillegal, unenforceable or void, this Agreement shall continue in full force \nand effect without said provision; provided that no such severability shall \nbe effective if it materially changes the economic benefit of this Agreement \nto any party.\n\n                                      26\n\n\n       10.10  TITLES AND SUBTITLES.  The titles and subtitles used in this \nAgreement are used for convenience only and are not considered in construing \nor interpreting this Agreement.\n\n\n\n\n                                      27\n\n\n       IN WITNESS WHEREOF, the parties have executed this Agreement as of the \ndate first set forth above.\n\n                                       \n                                       NETRATINGS, INC.\n       \n                                       By:    \n                                          -----------------------------------\n\n                                       NIELSEN MEDIA RESEARCH, INC.\n       \n                                       By:    \n                                          -----------------------------------\n\n\n\n                                      28\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8327,8356],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9617],"class_list":["post-42634","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-netratings-inc","corporate_contracts_companies-nielsen-media-research-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42634","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=42634"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42634"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42634"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42634"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}