{"id":42769,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/second-amendment-to-license-agreement-american-lawyer-media.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"second-amendment-to-license-agreement-american-lawyer-media","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/second-amendment-to-license-agreement-american-lawyer-media.html","title":{"rendered":"Second Amendment to License Agreement &#8211; American Lawyer Media Inc. and Law.com Inc."},"content":{"rendered":"<pre>\n\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS \nDOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE \nSECURITIES AND EXCHANGE COMMISSION.\n\n\n                      SECOND AMENDMENT TO LICENSE AGREEMENT\n\n\n\nThis SECOND AMENDMENT TO LICENSE AGREEMENT is entered into as of the\n5th day of March, 2001 (the \"AMENDMENT\") by and among AMERICAN LAWYER \nMEDIA, INC., a Delaware corporation, (\"ALM\") and LAW.COM, INC., a \nDelaware corporation (\"LAW.COM\").\n\n                                    RECITALS\n\nWHEREAS, ALM and Law.com have entered into a Licensing Agreement dated\nas of December 13, 1999, a copy of which is attached hereto as Exhibit \nA (the \"Original License Agreement\");\n\nWHEREAS, the License Agreement has been amended by the First Amendment\nto License Agreement (the \"First Amendment\" and together with the \nOriginal License Agreement, the \"License Agreement\"); and\n\nWHEREAS, ALM and Law.com desire to again amend the License Agreement to\nbetter reflect the relationship between the parties.\n\nNOW, THEREFORE, in consideration of the terms and conditions set forth\nherein and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties hereto agree \nas follows:\n\n1. Definitions. Each initially capitalized term used herein without\ndefinition shall have the meaning ascribed to such term in the License\nAgreement.\n\n2. Amendments. It is hereby agreed that the License Agreement shall be\namended, effective as of the date hereof, as follows:\n\n(a) Section 1 of the License Agreement shall be amended to add the following\ndefinitions:\n\n\"ANCILLARY CONTENT\" means materials listed on Exhibit Y in\nsubstantially the scope that such materials existed on the Effective\nDate (or in such scope as may be agreed to by the parties in writing),\nto the extent such materials do not appear in an ALM Publication.\n\n\"NEW CONTENT\" means (ii) any content (other than Reserved Content)\ncontained in new legal print publications and (ii) the text of any\nlegal content (other than Reserved Content) distributed by means other\nthan print publication, in either case, created or offered by ALM after\nthe Effective Date other than that content which appears in an ALM\nPublication.\n   2\n\"NEWS AND FEATURE MATERIALS\" means all ALM Content that is not Opinion\nand Summary Material or Reserved Content.\n\n\"OPINION AND SUMMARY MATERIALS\" means ALM Content comprised of legal\ndecisions released by U.S. state and federal courts and content\ndesigned to summarize those decisions.\n\n\"RESERVED CONTENT\" means any book content, seminar content, tradeshow\ncontent, verdict and settlement content, listed advertising (other than\nclassified advertising as defined in Section 6.3 hereof) (e.g., paid\ndirectories and paid listings), unpaid and qualitative directories,\nlegal forms (other than those licensed to Law.com in connection with\nTermination and Release Agreement dated as of July 7, 2000 by and among\nALM, Law.com and LegalDocs Online, Inc.), legal advertising, display\nadvertising, proprietary research and any non-legal content, except to\nthe extent published in an ALM Publication or in a publication which is\ndeemed to be New Content.\n\n\"SURVEYS\" means any ALM content listed on Exhibit X.\n\n\n(b) Section 2.1 of the License Agreement shall be amended to read in \nits entirety as follows:\n\n2.1 ALM Content License.\n\n(a) License to Law.com. ALM grants to Law.com a non-exclusive\nlicense (subject to the restrictions contained in Section 2.1(b)) to\nElectronically Publish all Opinion and Summary Materials and all\nAncillary Content throughout the world, which license shall be\nirrevocable during the Term. In addition, ALM grants to Law.com an\nexclusive license (subject to the restrictions contained in Section\n2.1(c)) to Electronically Publish all News and Feature Materials\nthroughout the world, which license shall be irrevocable during the\nTerm.\n\n(b) Restrictions on ALM's License of Opinion and Summary Materials\nand Ancillary Content to Third Parties. ALM may, in the exercise of\nits sole discretion, (i) (X) use any Opinion and Summary Materials\ncontained in the ALM Content and any Ancillary Content itself for\nany purpose (other than Electronic Publication of such Opinion and\nSummary Materials or Ancillary Content), and (Y) Electronically\nPublish such Opinion and Summary Materials and Ancillary Content for\nuse solely in connection with its planned verdict and settlement\nbusiness, and (ii) license any Opinion and Summary Materials\ncontained in the ALM Content and any Ancillary Content to any third\nparty for any purpose (including Electronic Publication of such ALM\nContent or Ancillary Content).\n\n(c) Restrictions on ALM's License of News and Feature Materials to\nThird Parties. ALM may, in the exercise of its sole discretion,\nlicense any News and Feature Materials contained in the ALM Content\n(other than classified advertising and MA 3000 Content) to any third\nparty for any purpose (including Electronic Publication of such ALM\nContent) (a \"News and Feature License\"), provided, however, that if\nany such News and Feature License is for Electronic Publication:\n\n\n                                       2\n   3\n                  (i) [CONFIDENTIAL PORTION]\n\n            Subject to Section 7.1, ALM shall not Electronically Publish any\n            News and Feature Materials for its own use.\n\n            (d) License of Reserved Content. ALM may, in the exercise of its\n            sole discretion, use any Reserved Content contained in the ALM\n            Content itself for any purpose, and license any Reserved Content\n            contained in the ALM Content to any third party or an affiliate for\n            any purpose (including, in each case, Electronic Publication of such\n            ALM Content), and such content shall not be subject to the\n            restrictions contained in Sections 2.1(b) and 2.1(c).\n\n(c) Section 2.5 of the License Agreement shall be amended to read in its\nentirety as follows:\n\n         2.5      Sublicenses.  [CONFIDENTIAL PORTION]\n\n(d) Section 2.6 (b) of the License Agreement shall be amended to read in its\nentirety as follows:\n\n         (b)      [CONFIDENTIAL PORTION]\n\n(e) Section 3.1 of the license agreement shall be amended to read in its\nentirety as follows:\n\n         3.1      ALM Content Fees.  [CONFIDENTIAL PORTION]\n\n(f) Section 3.7 of the License Agreement shall be deleted in its entirety.\n\n(g) Section 5.5 of the License Agreement shall be amended to read in its\nentirety as follows:\n\n         5.5      Reserved.\n\n(h) Section 6.1 of the License Agreement shall be amended to read in its\nentirety as follows:\n\n         6.1      Reserved.\n\n(i) Section 6.2 of the License Agreement shall be amended to read in its\nentirety as follows:\n\n         6.2      Reserved.\n\n(j) Section 6.3 of the License Agreement shall be amended to delete in its\nentirety from the fifth sentence of the paragraph (which begins \"ALM will, on a\nnon-exclusive basis,...) through the end of the paragraph.\n\n(k) Section 6.5 of the License Agreement shall be amended to read in its\nentirety as follows:\n\n\n         6.5      Intercompany Advertising\/Promotion. [CONFIDENTIAL PORTION]\n\n\n                                       3\n   4\n(l) The last sentence of Section 7.1 shall be amended to read as follows:\n\n         In addition, ALM may maintain a marketing and promotional site\n         corresponding to each ALM Publication. Any site maintained by ALM\n         promoting an ALM Publication will be permitted to publish on the site\n         the headline and 75 words of the text of any article from any ALM\n         Publication (the \"Limited Marketing Content\"). The Limited Marketing\n         Content will contain at least one link to the full text of the article\n         on a Law.com site (if such article appears on Law.com), or if such\n         article does not appear on a Law.com site, a link to Law.com's\n         homepage. Law.com, however, has the sole discretion to determine when\n         the full text of any article from an ALM Publication will be published\n         on its sites. In addition to the preceding, ALM shall have the right to\n         post any and all legal advertising that appears in any ALM Publication\n         on such marketing and promotional sites, provided, in each case, there\n         is a link to Law.com's homepage. Law.com shall also have the right to\n         post any and all legal advertising that appears in any ALM Publication\n         on a Law.com site.\n\n\n(m) A new section 12.18 shall be added to the License Agreement to read in its\nentirety as follows:\n\n         12.18 Any payments to be made to ALM under this Agreement which exceed\n         $5000 in the aggregate, shall be made by wire transfer of immediately\n         available funds to an account specified by ALM, or by check sent via\n         overnight delivery.\n\n(n) Exhibit A of the License Agreement shall be amended to read in its entirety\nas Exhibit A attached hereto.\n\n(o) An Exhibit X to the License Agreement shall be added to read in its entirety\nas Exhibit X attached hereto.\n\n3. Termination of Obligations. Any payment obligations of Law.com to ALM with\nrespect to Law.com requested content in connection with the 42 State project,\nwill be due through October 23, 2000, and will be deemed to have been eliminated\nthereafter. Any commission payments due to ALM from Law.com with respect to the\ndeleted provisions of Section 6.1, 6.2 and 6.3, will be payable through October\n15, 2000, and will be deemed to have been eliminated thereafter [CONFIDENTIAL\nPORTION]\n\n4. Full Force and Effect. Except as specifically modified or amended by the\nterms of this Amendment, the License Agreement and all provisions contained\ntherein are, and shall continue, in full force and effect and are hereby\nratified and confirmed.\n\n5. Counterparts. This Amendment may be executed in any number of separate\ncounterparts, each of which shall be deemed to be an original and all of which\ntogether shall be deemed to be one and the same instrument.\n\n6. Miscellaneous. This Amendment shall be binding upon all the parties to the\nLicense Agreement and their respective successors and assigns. This Amendment\nshall be governed by, and construed and enforced in accordance with, the\ninternal laws in effect in the State of New York. Each of ALM and Law.com hereby\nreleases and forever discharges the other party its subsidiaries, parents,\naffiliates, officers, shareholders, directors, agents, attorneys,\nrepresentatives, and employees from any and all claims, demands, damages,\ncontracts (express or implied), actions or causes of action of whatever kind or\nnature whatsoever, whether \n\n\n                                       4\n   5\nknown or unknown, which such party has, could have or in the future may have,\narising out of or relating to any matter with respect to the License, up to the\ndate of the execution of this Amendment. In accordance with California Code of\nCivil Procedure Section 1542, the parties hereby specifically waive any rights\nit may have to any claims, known or unknown, as of the date of this release.\n\n\nIN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly\nexecuted and delivered by their proper and duly authorized officers as of the\nday and year first above written.\n\nAMERICAN LAWYER MEDIA, INC.\n\nBy: _____________________\nStephen Jacobs\nVice President\n\nLAW.COM, INC.\n\nBy: _____________________\nTodd Aaron\nVice President\n\n\n                                       5\n   6\n                                    EXHIBIT A\n\n\n\n\nMAGAZINES AND NEWSPAPERS\n\nAmLaw Tech\nConnecticut Law Tribune\nCorporate Counsel\nDaily Business Review, Broward \nDaily Business Review, Miami \nDaily Business Review, Palm Beach \nDelaware Law Monthly \nDelaware Law Weekly \nFulton County Daily Report \nGA Opinions Weekly \nIP Worldwide \nLaw Technology News \nLegal Times \nNew Jersey Law Journal \nNew York Law Journal \nPennsylvania Law Weekly \nTexas Lawyer \nThe American Lawyer \nThe Legal Intelligencer \nThe National Law Journal \nThe Recorder\n\n\nLEADER NEWSLETTERS:\n\nAccounting for Law Firms\nBankruptcy Strategist\nBroadcast Law Report\nBusiness Crimes Bulletin\nCommercial Leasing Law &amp; Strategy\nCorporate Counselor\nECommerce Law &amp; Strategy (fka Computer Law) \nEmployment Law Strategist\nEntertainment Law &amp; Finance \nEnvironmental Compliance &amp; Litigation Strategy\nEquipment Leasing \nE Securities \nLJN's Franchising Business &amp; Law Alert \nHealth Care Fraud &amp; Abuse \nThe Intellectual Property Strategist \nThe Internet Newsletter\nLaw Firm Partnership &amp; Benefits Report \nLJN's Legal Tech \nManaged Care Law Strategist \nMarketing For Lawyers \nMatrimonial Strategist \nMedical Malpractice Law &amp; Strategy \n\n\n                                       6\n   7\nNew York Real Estate Law Reporter \nLJN's Product Liability Law &amp; Strategy \nPatent Strategy and Management\nPharmaceutical and Medical Device Law Bulletin (f\/k\/a Fen Phen and Breast \n  Implants)\nPractice Development for Solos and Small Firms\nShopping Center Law Report\nStart-Up and Emerging Companies\n\nNEW YORK LAW JOURNAL PRESS\n\nAlley Way\nNew York Family Law Monthly\nNew York Employment Law and Practice Monthly\n\n\n                                       7\n   8\n                                    EXHIBIT X\n\n                  AMERICAN LAWYER MAGAZINE\n\nAmLaw 100\nAmLaw 200\nGlobal 50\nSummer Associate Survey\nMid-Level Associate Survey\nSupreme Court Scorecard\nDealmakers of the Year\/Biggest Deals of the Year\nPro Bono Survey\n\n\n                  CORPORATE COUNSEL MAGAZINE\n\nGeneral Counsel Salary Survey\nQuality of Life Survey\n\n\n                  NATIONAL LAW JOURNAL\n\nNLJ 250\nWhat Lawyers Earn \n100 Most Influential Lawyers \n50 Most Influential Women Lawyers \nTop Verdicts and Settlements \nTop Defense Verdicts \nVerdicts Revisited \nWho Represents Corporate America \nWho Represents Financial America \nAmerican Corporations and their Lawyers\n\n                  REGIONALS\n\nRegional versions of the above listed surveys\n\n                   SUCCESSORS\n\nSuccessor surveys to those listed above\n\n\n                                       8\n   9\n                                    EXHIBIT Y\n\n\n\n\n\nDelaware State Supreme, Chancery, superior and IAB cases\nDelaware judicial profiles\nDelaware attorney profiles\nDelaware Trial Calendars\nThird Circuit, Pennsylvania State Supreme, Commonwealth and Superior Court cases\nPennsylvania county court cases \nPennsylvania district and county reports \nFifth Circuit, Texas State Appellate and Supreme Court decisions and summaries \nTexas Case Alert\n\n\n                                       9\n\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6674],"corporate_contracts_industries":[9467],"corporate_contracts_types":[9613,9616],"class_list":["post-42769","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-american-lawyer-media-inc","corporate_contracts_industries-media__newspapers","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\/42769","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=42769"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42769"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42769"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42769"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}