{"id":42728,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/relationship-agreement-reuters-newmedia-inc-and-infoseek-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"relationship-agreement-reuters-newmedia-inc-and-infoseek-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/relationship-agreement-reuters-newmedia-inc-and-infoseek-corp.html","title":{"rendered":"Relationship Agreement &#8211; Reuters NewMedia Inc. and Infoseek Corp."},"content":{"rendered":"<pre>\n                                            *CONFIDENTIAL TREATMENT REQUESTED.  \n                                             CONFIDENTIAL PORTION HAS BEEN FILED\n                                             SEPARATELY WITH THE SECURITIES \n                                             AND EXCHANGE COMMISSION.\n\n\n                             RELATIONSHIP AGREEMENT\n\n                  Agreement dated April 19, 1996 by and between REUTERS NEWMEDIA\nINC., with its principal office located at 1700 Broadway, New York, New York\n10019 (\"Reuters\"), and INFOSEEK CORPORATION, with its principal office located\nat 2620 Augustine Drive, Suite 250, Santa Clara, California 95054 (the\n\"Company\").\n\n                  1.       DEFINITIONS\n\n                           1.1 \"Affiliate\" means, with respect to any given\nPerson, any other Person directly or indirectly Controlling, Controlled by, or\nunder common Control with, such Person.\n\n                           1.2 \"Agreement\" means this agreement, as it may be\namended from time to time in accordance with Section 11.8.\n\n                           1.3 \"Business Day\" means a day that banks are open\nfor business in New York City.\n\n                           1.4 \"Company Site\" shall mean the Company's search\nand retrieval site on the Internet located at http:\\\\www.infoseek.com (and any\nMirror Sites thereto).\n\n                           1.5 \"Content\" means text, information, data, images\nand sound recordings.\n\n                           1.6 \"Control\" over a Person means the possession,\ndirectly or indirectly, of the power to direct or cause the direction of the\nmanagement and policies of such Person, whether through the ownership of voting\nsecurities or other equity interest, representation on its board of directors or\nbody performing similar functions, by contract or otherwise. The terms\n\"Controlling\" or \"Controlled\" will have corollary meanings.\n\n                           1.7 \"Damages\" means liabilities, damages, awards,\nsettlements, losses, claims and expenses, including reasonable attorney's fees\nand expenses and costs of investigation.\n\n                           1.8 \"Foreign Service\" means (a) any Internet service,\nincluding a site on the World Wide Web (other than the Internet services\ncurrently provided by the Company), or (b) any proprietary on-line service, in\neach case only to the extent that such service is a general Internet search\nservice and provides information targeted at, and is primarily marketed and sold\nto persons located in a specific country or region outside the United States.\n  \n\n                           1.9 \"Including\" means including but not limited to.\n\n                           1.10 \"Intellectual Property Rights\" means any patent,\ndesign right, copyright, trademark, service mark (and any application or\nregistration respecting the foregoing), database right, trade secret, know-how\nand\/or other present or future intellectual property right of any type, wherever\nin the world enjoyable.\n\n                           1.11 \"Laws\" means applicable laws, regulations, rules\nor orders of any government, administrative authority or court.\n\n                           1.12 \"Mirror Site\" shall mean an Internet site which\ncontains substantially similar form and Content (including similar pages) of a\nparent Internet site which (i) is located at a geographic location distinct from\nsuch parent Internet site and (ii) is created for the purpose of improving\nperformance and accessibility to such parent Internet site.\n\n                           1.13 \"On-Line Service Agreement\" means the On-Line\nService Agreement dated February 28, 1995 between Reuters and the Company, as\namended by Amendment No. 1 dated January 4, 1996.\n\n                           1.14 \"Person\" means any individual, corporation,\nlimited-liability company, partnership, firm, joint venture, association,\njoint-stock company, trust, or other entity or organization, including a\ngovernment or political subdivision or an agency or instrumentality thereof.\n\n                           1.15 \"Reuters Product\" means any Reuters product or\nservice marketed or sold from time to time by Reuters or its Affiliates,\nincluding the Reuters RT and Reuters Business Briefing.\n\n                           1.16 \"Reuters Subscriber\" means any Person that\nreceives any Reuters Product.\n\n                           1.17 \"Search Technology\" means the Company's\nproprietary natural language free-text centralized indexing and search\ntechnology, presently marketed under the brand name \"UltraSeek.\"\n\n                           1.18 \"Third Party Technology\" means technology or\nsoftware included in the Search Technology which is licensed by the Company from\nthird parties.\n\n                  2.       TERM\n\n                           2.1 This Agreement will take effect on April 19,\n1996, and, unless terminated earlier pursuant to Section 14, will terminate on\nApril 19, 2001 (the \"Term\").\n\n                                       2.\n\n  \n\n                  3.       LICENSE\n\n*    3.1 At any time within [  ] following the first commercial availability of\n  the Search Technology, at the request of Reuters and upon the execution by\n  Reuters of a customary Confidential Disclosure Agreement, the Company will\n  provide Reuters with two complete copies of the Search Technology in object\n  code form, along with all supporting documentation, written specifications\n* and user guides in connection therewith. Reuters shall have a period of [  ]\n  from the delivery of such materials to evaluate the same, and may, at any\n  time during such period, license the Search Technology pursuant to a\n  mutually agreed upon license agreement (the \"License\") for use on a non-\n* exclusive basis with any Reuters Product for the license fee of [  ]\n  provided, that it is understood that the License shall not extend to any use\n  by Reuters (i) in violation of the Company's agreements with third parties\n  in connection with the Third Party Technology, or (ii) in connection with a\n  general Internet search and retrieval service competitive with the Company.\n* The License shall be for a term of up [  ].\n\n                  \"CPU\" means a single processing unit or a server containing\n  multiple linked processors.\n\n                  The parties will discuss the support and maintenance of the\n  Search Technology following the execution of the agreement pertaining to the\n  License.\n\n                  4.       FOREIGN SERVICE\n\n*                             4.1 For [  ] that [  ] is [  ] in [  ] during\n* the Term, it shall discuss with [  ] (a) the provision of [  ] and [  ] to\n* be included in such a [  ], (b) the [  ] of such [  ], and (c) [  ] in such\n* [  ]. Nothing contained in the Section [  ] to offer [     ].\n\n                  5.       ADVALUE MEDIA TECHNOLOGIES, INC.\n\n                           5.1 The Company shall negotiate in good faith with\n  Advalue Media Technologies, Inc. (\"Advalue\") and Reuters in connection with\n* [ ] provided that nothing contained herein shall obligate the Company,\n  Advalue or Reuters to enter into any agreement in connection therewith.\n\n- -------------------\n* CONFIDENTIAL TREATMENT REQUESTED\n  FOR REDACTED PORTION\n\n                                       3.\n\n  \n\n                  6.       AMENDMENT TO ON-LINE SERVICES AGREEMENT\n\n                           6.1 On the date hereof, the parties will enter into\nAmendment No. 2 to the Online Service Agreement, attached hereto as Exhibit A.\n\n                  7.       LIMITATION OF LIABILITY\n\n                           7.1 Neither party will be liable for any failure to\nperform any obligation hereunder, or from any delay in the performance thereof,\ndue to causes beyond its control, including industrial disputes of whatever\nnature, acts of God, public enemy, acts of government, failure of\ntelecommunications, fire or other casualty.\n\n                           7.2 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,\nTHERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS AS TO\nMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES,\nCONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR\nIN FACT, ORAL OR IN WRITING. EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT\nRELIED UPON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION MADE BY THE\nOTHER.\n\n                           7.3 Under no circumstances will either party, its\nAffiliates or their respective officers, directors, employees be liable for any\nindirect, incidental, special or consequential damages with respect to each\nparty's obligations under this Agreement, regardless of whether such damages\ncould have been foreseen or prevented.\n\n                  8.       REPRESENTATIONS AND WARRANTIES\n\n                           8.1 The Company represents and warrants to Reuters as\nof the date hereof that:\n\n                               (a) The execution, delivery and performance by\nthe Company of this Agreement do not and will not (i) violate the organizational\ndocuments of the Company, (ii) violate any applicable law, rule, regulation,\njudgment, injunction, order or decree, or (iii) require any notice or consent or\nother action by any Person under, constitute a default under, or give rise to\nany right of termination, cancellation or acceleration of any right or\nobligation of the Company or to a loss of any benefit to which the Company is\nentitled under, any agreement or other instrument binding upon the Company or\nany license, franchise, permit or other similar authorization held by the\nCompany.\n\n                               (b) To the best of its knowledge, the Search\nTechnology to be provided to Reuters hereunder does not violate the Intellectual\nProperty Rights of any third Person.\n\n                                       4.\n\n  \n\n                               8.2 Reuters hereby represents and warrants to the\nCompany as of the date hereof that:\n\n                               (a) the execution, delivery and performance by\nReuters of this Agreement does not and will not (i) violate the organizational\ndocuments of Reuters, (ii) violate any applicable law, rule, regulation,\njudgment, injunction, order or decree, or (iii) require any notice or consent or\nother action by any Person under, constitute a default under, or give rise to\nany right of termination, cancellation or acceleration of any right or\nobligation of Reuters or to a loss of any benefit to which Reuters is entitled\nunder, any agreement or other instrument binding upon Reuters or any license,\nfranchise, permit or other similar authorization held by Reuters.\n\n                  9.       INDEMNIFICATION\n\n                               9.1 The Company will indemnify and hold Reuters\nand its Affiliates and their respective officers, directors and employees\nharmless from and against any and all Damages resulting from or arising out of\nany misrepresentation or breach of representation or warranty of the Company\ncontained herein or any breach of any covenant or agreement to be performed by\nthe Company hereunder.\n\n                               9.2 Reuters will indemnify and hold the Company\nand its Affiliates and their respective officers, directors and employees\nharmless from and against any and all Damages resulting from or arising out of\n(a) any misrepresentation or breach of representation or warranty of Reuters\ncontained herein; or (b) any breach of any covenant or agreement to be performed\nby Reuters hereunder.\n\n                               9.3 A party seeking indemnification pursuant to\nthis Section 9 (an \"Indemnified Party\") from or against the assertion of any\nclaim by a third Person (a \"Third Person Assertion\") shall give prompt notice to\nthe party from whom indemnification is sought (the \"Indemnifying Party\"),\nprovided, however, that failure to give such notice shall not relieve the\nIndemnifying Party of any liability hereunder (except to the extent the\nIndemnifying Party has suffered actual material prejudice by such failure). No\nIndemnified Party shall settle any Third Person Assertion without the prior\nwritten consent of the Indemnifying Party, which consent shall not be\nunreasonably withheld or delayed.\n\n                               9.4 Within ten days of receipt of notice from the\nIndemnified Party pursuant to Section 9.3, the Indemnifying Party shall have the\nright, exercisable by written notice to the Indemnified Party, to assume the\ndefense of a Third Party Assertion. If the Indemnifying Party assumes such\ndefense, the Indemnifying Party (a) may select counsel, which counsel shall be\nreasonably acceptable to the Indemnified Party, and (b) shall be obligated to\npay the costs (including reasonable attorney's fees and expenses and costs of\ninvestigation) incurred by the Indemnified Party in defending such Third Person\nAssertion between the date of the commencement of such Third Person Assertion\nand the date of the Indemnifying Party's assumption of such defense.\n\n                                       5.\n\n  \n\n                               9.5 If the Indemnifying Party (i) does not assume\nthe defense of any Third Person Assertion in accordance with section 9.4; (ii)\nhaving so assumed such defense, unreasonably fails to defend against such Third\nPerson Assertion; or (iii) has been advised by the written opinion of counsel to\nthe Indemnified Party that the use of the same counsel to represent both the\nIndemnifying Party and the Indemnified Party would present a conflict of\ninterest, then, upon five days' written notice to the Indemnifying Party, the\nIndemnified Party may assume the defense of such Third Person Assertion. In such\nevent, the Indemnified Party shall be entitled under this Section 9 as part of\nits Damages to indemnification for the costs of such defense.\n\n                               9.6 The Indemnifying Party, if it shall have\nassumed the defense of any Third Person Assertion, shall have the right to\nconsent to the entry of judgment with respect to, or otherwise settle, such\nThird Person Assertion with the consent of the Indemnified Party, which consent\nshall not be unreasonably withheld, provided, however, that the Indemnified\nParty may withhold its consent if any such judgment imposes a monetary or\ncontinuing non-monetary obligation to the Indemnified Party or does not include\nan unconditional release of the Indemnified Party and its Affiliates from all\nliability in respect of claims that are the subject matter of such Third Person\nAssertion.\n\n                           The Indemnifying Party and the Indemnified Party\nshall cooperate, and cause their respective Affiliates to cooperate, in the\ndefense or prosecution of any Third Person Assertion and shall furnish or cause\nto be furnished such records, information and testimony, and attend such\nconferences, discovery proceedings, hearings, trials or appeals, as may be\nrequested in connection therewith. The Indemnifying Party or the Indemnified\nParty, as the case may be, shall have the right to participate, at its own\nexpense, in the defense or settlement of any Third Person Assertion which the\nother is defending.\n\n                  10.      TERMINATION\n\n                           10.1 In addition to any other remedy available at law\nor in equity, either party may terminate this Agreement immediately, in whole or\nin part, without further obligation to the other party in the event of:\n\n                                     (a) any breach of this Agreement by the\nother party that is not remedied within 60 days notice of such breach in\nwriting; or\n\n                                     (b) the other party's making an assignment\nfor the benefit of its creditors, the filing of a voluntary of involuntary\npetition under any bankruptcy or insolvency law, under the reorganization or\narrangement provisions of the United States Bankruptcy Code, or under the\nprovisions of any law of like import in connection with the other party, or the\nappointment of a trustee or receiver for the other party or its property.\n\n                                       6.\n\n  \n\n                           10.2 Reuters may terminate this Agreement at any time\nfollowing (i) any merger or consolidation of the Company, or any sale, lease or\ntransfer of all or substantially all of the assets of the Company (to a\nnon-Affiliate), or (ii) any change of Control of the Company (whether through\nmerger, stock transfer, or otherwise) in either case ((i) or (ii) above) to a\nPerson who is competitive with Reuters in a financially or strategically\nsignificant line of business in Reuters reasonable determination.\n\n                           10.3 The Company may terminate this Agreement at any\ntime following (i) any merger or consolidation of Reuters Holdings PLC (\"RH\"),\nor any sale, lease or transfer of all or substantially all of the assets of RH\n(to a non-Affiliate), or (ii) any change of Control of RH (whether through\nmerger, stock transfer, or otherwise) in either case ((i) or (ii) above) to a\nPerson who is competitive with the Company in a financially or strategically\nsignificant line of business in the Company's reasonable determination.\n\n                  11.      GENERAL\n\n                           11.1 Nothing will be deemed to limit or restrict\neither party from entering into agreements with any other Person covering\nservices similar to that provided by the other party or the subject matter\nhereunder.\n\n                           11.2 Neither party will make or issue any external\npress statement regarding the terms of this Agreement unless (a) it has received\nthe express written consent of the other party, which will not be unreasonably\nwithheld or (b) it is required to do so by Law or regulation. Press statements\nnot rejected within 3 business days following receipt shall be deemed approved.\n\n                           11.3 This Agreement and any and all addenda,\nschedules or exhibits attached hereto represent the entire agreement of the\nparties regarding the subject matter hereof. There are no other oral or written\ncollateral representations, agreements, or understandings regarding the subject\nmatter hereof.\n\n                           11.4 This Agreement will be deemed to have been\nexecuted and delivered in the State of New York and will be governed by and\nconstrued in accordance with the laws of New York.\n\n                           11.5 All notices, requests and other communications\nto any party hereunder will be in writing (including facsimile transmission or\nsimilar writing) and will be given to such party at its address or telecopy\nnumber set forth below or at such other address or telecopy number as such party\nmay hereafter specify for such purposes. Each such notice, request or other\ncommunication will be effective (i) if given by telecopy, when such telecopy is\ntransmitted to the telecopy number specified in this Section and confirmation of\nreceipt is obtained or (ii) if given by any other means, when received at the\naddress specified below:\n\n                                       7.\n\n  \n\n                        To Reuters:\n                              Reuters NewMedia Inc.\n                              1700 Broadway\n                              New York, New York 10019\n                              Attn: Senior Vice President\n\n                        With a copy to:\n                              Reuters America Inc.\n                              1700 Broadway\n                              New York, New York 10019\n                              (212) 307-9178 (Facsimile)\n                              Attn: General Counsel\n\n                        To The Company:\n                              Infoseek Corporation\n                              2620 Augustine Drive\n                              Suite 250\n                              Santa Clara, California 95054\n                              Attn: President\n\n                        With a copy to:\n                              Infoseek Corporation\n                              2620 Augustine Drive\n                              Suite 250\n                              Santa Clara, California 95054\n                              Attn: General Counsel\n\n                           11.6 This Agreement will be binding upon and inure to\nthe benefit of the parties, their respective heirs, personal representatives,\nsuccessors and assigns. Neither party may assign any of its rights or delegate\nany of its duties under this Agreement without the prior written consent of the\nother, provided that either party may assign this Agreement to any affiliate\nwithout the necessity of obtaining consent from the other party.\n\n                           11.7 There is no joint venture, partnership, agency\nor fiduciary relationship existing between the parties and the parties do not\nintend to create any such relationship by this Agreement.\n\n                           11.8 This Agreement may not be amended, modified or\nsuperseded, nor may any of its terms or conditions be waived unless expressly\nagreed to in writing by both parties. The failure of either party at any time or\ntimes to require full performance of any provision hereof will in no manner\naffect the right of such party at a later time to enforce the same.\n\n                                       8.\n\n  \n\n                           11.9 If any provision or term of this Agreement, not\nbeing of a fundamental nature, is held to be invalid, illegal or unenforceable,\nthe validity, legality and enforceability of the remainder of this Agreement\nwill not be affected.\n\n                           11.10 The provisions of Section 9 and any and all\ndisclaimers and indemnities contained herein will survive the termination of\nthis Agreement.\n\nREUTERS NEWMEDIA, INC.                   INFOSEEK CORPORATION\n\nBy:                                      By:\n   -- -----------------------------          -------------------------------\nTitle: Senior VP                         Title: VP &amp; General Counsel\n       ----------------------------             ----------------------------\n\nDate:                                    Date:  4\/19\/96\n      ---------------                          --------------\n\n\n\n                                       9.\n\n                                                                       EXHIBIT A\n\n                                 AMENDMENT NO. 2\n\n                                       TO\n\n                            ON-LINE SERVICE AGREEMENT\n\n                  The On-Line Agreement (\"Agreement\") by and between InfoSeek\nCorporation, a corporation duly organized under the laws of California, with its\nprincipal place of business at 2620 Augustine Drive, #250, Santa Clara,\nCalifornia 95054, hereinafter referred to as \"InfoSeek\", and Reuters NewMedia\nInc., with its principal place of business at 1700 Broadway, New York, New York\n10019, hereinafter referred to as \"Reuters\", dated February 29, 1995, as amended\nby Amendment No. 1, dated January 4, 1996 is hereby amended by this Amendment\nNo. 2.\n\n                  1. PARAGRAPH 2.1 of the Agreement is hereby amended to read in\nits entirety:\n\n                  \"2.1 This Agreement will take effect on the date it is signed\n                  by both parties and will terminate on its fifth anniversary\n                  unless terminated earlier pursuant to Section 14 hereto.\"\n\n                  2. PARAGRAPH 2 OF AMENDMENT NO. 1 to the Agreement is hereby\namended to read in its entirety:\n\n                  \"The Basic License Fee (\"Original Rates\") set forth in Item A\n                  of Schedule 4, as amended by Amendment No. 1 (\"Revised Rates\")\n                  is further changed to the following rates (\"Further Revised\n                  Rates\"), such change to be effective on May 1, 1996. Further\n                  Revised Rates and Revised Rates for any partial months shall\n                  be computed on pro-rata basis:\n\n                  Subject to the minimum monthly fees specified below (\"Minimum\n                  Monthly Fees\"), InfoSeek shall pay to Reuters a royalty equal\n*                 to [ ] of Net Fees (as described below) for advertisement\n                  impressions (\"Impressions\") appearing on pages (\"Qualified\n                  Pages\") accessed by Users containing (a) any Article or\n                  Articles, or (b) Headlines or Summaries, where such Headlines\n                  or Summaries comprise a substantial majority of the Content on\n                  such page, but excluding pages containing Headlines or\n                  Summaries which result from a search query on a specific\n                  subject or topic:\n\n\n- ----------------\n* CONFIDENTIAL TREATMENT REQUESTED\n  FOR REDACTED PORTION\n\n                           Minimum Monthly Fees:\n*                          [                   ]\n*                          [                   ]\n*                          [                   ]\n\n                  \"Net Fees\" shall mean amounts received and recognized as\n                  revenue by InfoSeek from advertisers attributable to\n                  Impressions appearing on Qualified Pages less, with respect to\n                  such amounts, (1) any amounts for refunds on other credits,\n                  including, but not limited to amounts credited for bad debt or\n                  fraud or advertisement barter (provided, (i) any such bartered\n*                 advertisements do not exceed [ ] of the ad \"inventory\" on the\n                  Qualified Pages in any given month during the Term and (ii)\n                  the Distributor treats the Qualified Pages substantially\n                  similar as all other pages on its Site containing Content in\n                  terms of the amount of bartered ads appearing on any such\n                  pages); (2) any amounts payable by InfoSeek applicable to\n                  internal and\/or external sales commissions, advertising agency\n                  fees, or fees or royalties payable or creditable to third\n                  parties and (3) any applicable sales, use, value-added or\n                  withholding taxes, or export duties or similar changes\n                  required to be paid or withheld by InfoSeek.\n\n                  \"Articles\" shall mean full stories of approximately 300 words\n                  in length covering news, sports, business or entertainment\n                  events.\n\n                  \"Headlines\" shall mean headlines of approximately 1-2\n                  sentences covering news, sports, business or entertainment\n                  events.\n\n                  \"Summaries\" shall mean summaries of approximately 50 words in\n                  length covering news, sports, business or entertainment\n                  events.\n\n                  Each royalty report will specify the total applicable fees\n                  received and the computation of \"Net Fees.\"\n\n                  3. PARAGRAPH 6.7 of the Agreement is hereby amended to read in\n                  its entirety:\n\n                  \"6.7 Distributor will not remove, conceal or obliterate any\n                  copyright or other proprietary notice or any credit-line or\n                  date-line included in the Reuters Services. Distributor will\n                  insert on each screen that contains any Content, and in close\n                  proximity to the Content, the following notice: \"Copyright\n                  [insert current year] Reuters Limited. All rights reserved.\n                  Republication or redistribution of Reuters content is\n                  expressly prohibited\n\n\n- ----------------------------------------\n*CONFIDENTIAL TREATMENT REQUESTED\n FOR REDACTED PORTION\n\n                                       2.\n\n  \n\n                  without the prior written consent of Reuters. Reuters shall\n                  not be liable for any errors or delays in the content, or for\n                  any actions taken in reliance thereon,\" or such other notice\n                  as may be agreed by the parties in writing.\"\n\n                  4. Paragraph 13.2 of the Agreement is hereby deleted and\n                  replaced in its entirety by the following:\n\n                  \"13.2 Reuters may terminate this Agreement following (i) any\n                  merger or consolidation of Distributor, or any sale, lease or\n                  transfer of all or substantially all of the assets of\n                  Distributor (to a non-Affiliate), or (ii) any change of\n                  Control of Distributor (whether through merger, stock\n                  transfer, or otherwise) in either case ((i) or (ii) above) to\n                  a Person who is competitive with Reuters in a financially or\n                  strategically significant line of business, or is an existing\n                  or potential purchaser of similar Content from Reuters, any of\n                  which is in Reuters reasonable determination. Distributor may\n                  terminate this Agreement following (i) any merger or\n                  consolidation of Reuters Holding PLC (\"RH\"), or any sale,\n                  lease or transfer of all or substantially all of the assets of\n                  RH (to a non-Affiliate), or (ii) any change of Control of RH\n                  (whether through merger, stock transfer, or otherwise) in\n                  either case ((i) or (ii) above) to a Person who is competitive\n                  with Distributor in a financially or strategically significant\n                  line of business, in Distributor's reasonable determination.\"\n\n                  5. PARAGRAPH 3 OF AMENDMENT NO. 1 TO THE AGREEMENT is hereby\ndeleted in its entirety.\n\n                  All other provisions of the Agreement shall reamin in full\nforce and effect following the date hereof.\n\n                  This Amendment may be executed in counterparts.\n\nREUTERS NEWMEDIA INC.                     INFOSEEK CORPORATION\n\nBy:                                       By:\n   ------------------------                  ---------------------------\nTitle: Senior VP                          Title: VP &amp; General Counsel\n      ---------------------                      -----------------------\nDate:  4\/19\/1996                          Date:  4\/19\/96\n     ----------------------                      -----------------------\n\n                                 \n\n\n\n\n                                       3.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7854],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9616],"class_list":["post-42728","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-infoseek-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42728","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=42728"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42728"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42728"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42728"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}