Common use of Reporting/Metrics Clause in Contracts

Reporting/Metrics. No less often than once per day, Partner shall provide to MSI the reporting metrics described in this Section 5.8.2 for all listings within the Licensed Content. The parties acknowledge and agree that: (a) initially, such reporting metrics shall be provided in the format and via the delivery mechanism in use between the parties immediately prior to the Effective Date; and (b) beginning no later than sixty (60) days following the Effective Date, Partner shall begin providing the reporting metrics set forth in this Section 5.8.2 in the format and via the delivery mechanism described on Exhibit D hereto, provided that Partner and MSI may change and/or update such format and/or delivery mechanism upon mutual agreement from time to time thereafter. Subject to the terms and conditions of this Agreement, Partner hereby grants to MSI an irrevocable (during the Term only) worldwide exclusive (except as expressly set forth herein) license to display such reporting metrics to Content Sources through the Platform. Notwithstanding any provision to the contrary contained herein, Partner may not disclose or provide the reporting metrics it delivers to MSI pursuant to this Section 5.8.2 to any third party other than the applicable listing broker, or, in the event that distribution of the listing content underlying such reporting metrics was authorized via the Platform by the franchisor rather than the listing broker, to the applicable franchisor, provided that this sentence shall not be construed to prohibit Partner from creating and disseminating materials stating the aggregate number of leads (or other similar performance metrics) generated by the Partner Services, so long as such materials state only the performance of the Partner Services as a whole and do not indicate, or allow to be discerned, the number of leads (or other metrics) attributable to any particular listing, agent, broker, franchise, MLS. MSI will not utilize, display, or publish any reporting metrics provided by Partner to MSI pursuant hereto other than as expressly permitted herein. MSI will refrain from distributing or disclosing such reporting metrics to employees and independent contractors other than those employees and independent contractors who have a need to know them in connection with performing MSI’s obligations under this Agreement and are under an obligation to maintain their confidentiality. Notwithstanding any provision to the contrary contained herein, Partner and MSI agree that (a) MSI shall remain free at all times during the Term to publish, share, and publicly disseminate marketing materials and other materials containing reporting regarding the aggregate performance of the Platform (“Aggregate Reporting Materials”); and (b) MSI shall be permitted to include in such Aggregate Reporting Materials data contained within and/or derived from the reporting metrics provided by Partner pursuant to this Section 5.8.2, so long as such Aggregate Reporting Materials describe the performance of the Platform as a whole and not the performance of Partner specifically and do not allow a reader to easily discern metrics specific to Partner or to readily identify Partner as the source of any specific metrics. MSI will cause the format of all reports in which it utilizes the reporting metrics provided by Partner to MSI pursuant hereto to be based on objective criteria. Notwithstanding any provision to the contrary contained herein, no provision of this Section 5.8.2 shall be construed to prohibit or otherwise restrict MSI or its Affiliates from utilizing, displaying, publishing, or distributing any metrics or other information that are provided to or become known by MSI or its Affiliates via a source other than Partner. The reporting metrics delivered by Partner to MSI each day pursuant to this Section 5.8.2 shall include the following metrics for each listing within the Licensed Content. Partner shall provide such metrics separately for (x) the Partner Site, (y) the Partner Mobile Apps (as a whole), and (z) each individual Additional Site, and shall clearly identify whether each such metric was generated on the Partner Site, the Partner Mobile Apps, or an Additional Site (in which case the particular Additional Site shall be identified):

Reporting/Metrics. No less often than once per day, Partner shall provide to MSI the reporting metrics described metrics, in this Section 5.8.2 for all listings within the Licensed Content. The parties acknowledge and agree that: (a) initially, such reporting metrics shall be provided in the a mutually agreeable format and via the a mutually agreeable delivery mechanism in use between the parties immediately prior mechanism, for display to the Effective Date; applicable [***] Certain information has been omitted and (b) beginning no later than sixty (60) days following the Effective Date, Partner shall begin providing the reporting metrics set forth in this Section 5.8.2 in the format and via the delivery mechanism described on Exhibit D hereto, provided that Partner and MSI may change and/or update such format and/or delivery mechanism upon mutual agreement from time to time thereafter. Subject filed separately with respect to the terms and conditions of this Agreement, Partner hereby grants to MSI an irrevocable (during the Term only) worldwide exclusive (except as expressly set forth herein) license to display such reporting metrics to omitted portions. 3 | Page Confidential – Platform Services Agreement Content Sources Source through the Platform. Notwithstanding any provision to the contrary contained herein, Partner may not disclose or provide the reporting metrics it delivers to MSI pursuant to this Section 5.8.2 to any third party other than the applicable listing broker, or, in the event that distribution of the listing content underlying such reporting metrics was authorized via the Platform by the franchisor rather than the listing broker, to the applicable franchisor, provided that this sentence shall not be construed to prohibit Partner from creating and disseminating materials stating the aggregate number of leads (or other similar performance metrics) generated by the Partner Services, so long as such materials state only the performance of the Partner Services as a whole and do not indicate, or allow to be discerned, the number of leads (or other metrics) attributable to any particular listing, agent, broker, franchise, MLS. MSI Neither Threewide nor its Affiliates will not utilize, display, or publish any reporting metrics provided by Partner to MSI Threewide pursuant hereto other than as expressly permitted herein. MSI Threewide and its Affiliates will refrain from distributing or disclosing such reporting metrics to employees and independent contractors other than those employees and independent contractors who have a need to know them in connection with performing MSI’s obligations under this Agreement and are under an obligation to maintain their confidentiality. Notwithstanding any provision to the contrary contained herein, no provision of this Section 3.7.2 shall be construed to prohibit or otherwise restrict Threewide or its Affiliates from utilizing, displaying, publishing, or distributing any metrics or other information that are provided to or become known by Threewide or its Affiliates via a source other than Partner. Notwithstanding any provision to the contrary contained herein, Partner and MSI Threewide agree that (a) MSI Threewide shall remain free at all times during the Term to publish, share, and publicly disseminate marketing materials and other materials containing reporting regarding the aggregate performance of the Platform (“Aggregate Reporting Materials”); and (b) MSI Threewide shall be permitted to include in such Aggregate Reporting Materials data contained within and/or derived from the reporting metrics provided by Partner pursuant to this Section 5.8.23.7, so long as such Aggregate Reporting Materials describe the performance of the Platform as a whole and not the performance of Partner specifically and do not allow a reader to easily discern metrics specific to Partner or to readily identify Partner as the source of any specific metricsdestination or publisher that provides reporting metrics to Threewide, including, without limitation, the Partner Services. MSI Threewide will provide Partner with templates of all reports in which Threewide intends to use the reporting metrics provided by Partner to Threewide pursuant hereto, as well as with any revisions to such templates. Threewide will cause the format of all reports in which it utilizes the reporting metrics provided by Partner to MSI Threewide pursuant hereto to be based on objective criteria. Notwithstanding any provision to the contrary contained herein, no provision of this Section 5.8.2 shall be construed to prohibit or otherwise restrict MSI or its Affiliates from utilizing, displaying, publishing, or distributing any metrics or other information that are provided to or become known by MSI or its Affiliates via a source other than Partner. The reporting metrics delivered by Partner to MSI Threewide each day pursuant to this Section 5.8.2 shall include the following metrics for each listing within the Licensed Content. Partner shall provide such metrics separately for (x) the Partner Site, (y) the Partner Mobile Apps (as a whole), and (z) each individual Additional Site, and shall clearly identify whether each such metric was generated on the Partner Site, the Partner Mobile Apps, or an Additional Site (in which case the particular Additional Site shall be identified):data: