CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
DISTRIBUTOR AGREEMENT
Agreement between MEDIA GENERAL FINANCIAL SERVICES, INC., a Virginia
Corporation with its principal place of business at 000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx, 00000 ("Media"), and XXXXXX'X, INC, a Delaware
Corporation, with its principal place of business at 0000 Xx Xxxxxx Xxxxx,
Xxx. 000, Xxxxxx, Xxxxx 00000 ("HOOVERS").
1. Subject to the terms and conditions of this Agreement, Media
hereby grants to HOOVERS a non-exclusive license to install, market and
distribute certain elements of Media's US common stock database specifically
and only through XXXXXX'X products and services described in EXHIBIT I
attached hereto and incorporated herein by reference. The data elements
licensed, hereinafter referred to as "Media data", are shown in EXHIBIT II,
attached hereto and made a part hereof. The licensed Media data shown in
EXHIBIT II of this Agreement may be utilized, in part, or in whole, in the
XXXXXX'X products and services as described in EXHIBIT I under the terms and
conditions shown in EXHIBIT III. In addition to the license granted
hereunder for use of the Media data through XXXXXX'x products and services
set forth in EXHIBIT I, HOOVERS may develop and market other products
utilizing the Media data as the parties mutually agree to add to this
Agreement by additional specific Amendments, subject to the provisions of
Paragraph 14 hereof.
Media reserves the right to modify its data files from time to time in
its sole discretion. Media shall give HOOVERS sixty (60) days prior written
notice if any such change will affect the Media data and/or delivery format.
The Media data will be available to HOOVERS via File Transfer Protocal
(FTP) and in such format as shall be mutually agreed upon. Media will
prepare the Media data on a mutually agreeable production schedule and
deliver the Media data to HOOVERS on a daily frequency.
Media shall have no liability for delays or non-performance occasioned
by causes beyond its control, including but not limited to acts of God,
fires, inability to obtain materials, strikes or other labor actions,
breakdown of equipment, delays or shutdowns of carriers or suppliers, and
government acts or regulations.
2 (a). Media represents and warrants to HOOVERS that the Media data
as delivered to HOOVERS or its production agent does not and will not
infringe upon or violate any patent, copyright, trade secret or any other
proprietary rights of any third party. In the event of any claim, suit or
action by any third party against HOOVERS arising out of Media's breach of
the foregoing representation and
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
warranty, HOOVERS shall promptly notify Media, and Media shall defend such
claim, suit or action in HOOVERS's name but at Media's expense under Media's
control. Media shall indemnify and hold harmless HOOVERS against any loss,
cost or damage, expense or liability arising out of such claim, suit or
action (including litigation costs and reasonable attorneys fees) whether or
not such claim, suit or action is successful. Should any material and/or
information constituting the Media data become, or in Media's opinion be
likely to become, the subject of a claim for infringement, Media may
authorize the continued use of, replace, remove, or modify such material
and/or information to render it non-infringing, provided that Media will
attempt to acquire rights for HOOVERS to continue using the Media data or
substantially similar data.
(b) HOOVERS represents and warrants to Media that neither the
reformatting, the means of presentation, nor any errors in the presentation
of the Media data on or through the HOOVERS products and services will cause
the Media data to infringe upon or violate any patent, copyright, trade
secret or any other proprietary rights of any third party, or otherwise
subject Media to liability. In the event of any claim, suit or action by any
third party against Media arising out of HOOVERS's breach of the foregoing
representation and warranty, Media shall promptly notify HOOVERS, and HOOVERS
shall defend such claim, suit or action in Media's name but at HOOVERS's
expense under HOOVERS's control. HOOVERS shall indemnify and hold harmless
Media against any loss, cost or damage, expense or liability arising out of
such claim, suit or action (including litigation costs and reasonable
attorneys fees) whether or not such claim, suit or action is successful.
(c) Media bases its data on sources believed by it to be reliable and
will endeavor to ensure that the data contained in the licensed Media data
are complete, accurate and timely. However, Media does not represent,
warrant, or guarantee such completeness, accuracy and timeliness, and it
shall have no liability of any kind whatsoever to HOOVERS, to any of
HOOVERS's customers, or to any other party, on account of any incompleteness
of, inaccuracies in or untimeliness of the Media data provided hereunder, or
for any delay in reporting such data. THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES OF ANY KIND WITH RESPECT TO THE DATA PROVIDED UNDER THIS
AGREEMENT. Nothing herein is intended to create an indemnity by HOOVERS in
favor of Media for claims by third parties arising out of or in connection
with HOOVERS's use of the Media data.
(d) HOOVERS shall insure that the Media data displayed shall be clearly
identified as provided by Media. For Media data displayed in a hard copy
format, Media will require the following attribution: "Source: Media General
Financial Services, Inc. For Media data displayed on web site or
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
terminal screen, Media will require the same source attribution as above as
well as the presentation of the Media corporate logo. In addition, Media
will require a hypertext link to its web site at xxx.xxxx.xxx from the
electronic sourcing attribution. In addition, in materials that describe the
sources of data in HOOVERS products and services, HOOVERS must provide an
appropriate disclaimer approved by Media and containing a paraphrase of the
language contained in subparagraph 2(c) above.
3. The purpose of providing the Media data to HOOVERS is to develop
further use of the Media data in the markets served by HOOVERS. Any use of
the Media data by HOOVERS or its agents not expressly authorized herein must
be mutually agreed upon via additional amendments, subject to paragraph 14
hereof.
4 (a). HOOVERS will perform all necessary accounting, billing and
collection for use of Media data. For the license granted to HOOVERS by
Media to offer Media data through the products and services set forth in
EXHIBIT I, HOOVERS shall pay to Media a monthly royalty based on HOOVERS "net
revenue" (where "net revenue" shall mean HOOVERS gross monthly revenue net of
advertising agency commissions).
The royalty fee to Media is based on the following:
- For months [*] of contract term, Media shall be paid [*] of HOOVERS "net
revenue" each month.
- For months [*] of contract term, Media shall be paid [*] of HOOVERS "net
revenue" each month.
(b) HOOVERS shall pay such royalties to Media on or before the
thirtieth (30th) day after the end of the month in which the royalties shall
accrue, and if any payment due hereunder is not received by Media within that
period, Media shall have the option to discontinue providing the Media data
and of terminating this Agreement should such payment not be received within
thirty (30) days after written notice to HOOVERS. Each monthly royalty
payment by HOOVERS for use of the Media data shall be accompanied by a
royalty statement showing the confidential detailed computation of the
royalty then due. Where the HOOVERS product is offered on a third party
service, HOOVERS will furnish to Media only a summary of such usage
information as it receives from the third party provider.
(c) At Media's option and no more than once per year, an independent
auditor selected by Media may inspect and audit during regular business hours
and with advance notice of at least thirty (30) days, no more than once
annually, those records of HOOVERS that specifically relate to the computation
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
of the royalty due Media hereunder, for the purpose of verifying the accuracy
of the royalty payments made to Media and the accuracy of HOOVERS's reports
specified in Paragraph 4(b). Such right of inspection shall exist during the
term of this Agreement and for one (1) year after any termination hereof.
All information gained by Media or its authorized representatives from such
inspections will be used solely for the purpose of verifying the accuracy of
the computation of the royalties and enforcement of this Agreement and
otherwise will be kept in strict confidence. Media shall pay the fees of any
accountant selected pursuant to this subparagraph, unless the results of
audit show a deficiency of more than five percent (5%) in royalty payments
made to Media hereunder, in which case, in addition to the deficiency, which
shall be due immediately in any event, HOOVERS shall pay the reasonable costs
of such audit, not to exceed the amount of the deficiency.
5. HOOVERS agrees that its client/customer agreements contain
provisions prohibiting the resale or redistribution of the data obtained from
the HOOVERS service (which include the Media data). HOOVERS represents and
warrants to Media that it assumes all responsibility for the accuracy,
integrity and support of its software that utilizes the Media data.
6. HOOVERS will provide Media [*] access to all the licensed Media
data in the products and services, as described in EXHIBIT I, for purposes of
monitoring use of the Media data. HOOVERS shall have [*] for Media access to
third party services and products containing Media data as part of HOOVERS,
but does have an obligation to disclose the names of these third party
services and products upon request by Media, under the provisions of
Paragraph (1) of this Agreement. Media will allow HOOVERS reasonable access
[*] to the Media data for applications development, sales demonstrations,
sales promotion (including sampling) and for other requirements in connection
with HOOVERS's effort to market approved products and services which contain
the Media data. Media acknowledges that third-party on-line systems who
carry HOOVERS' products and services may allow certain parties [*] access to
such information without the consent of or [*] HOOVERS. HOOVERS will have no
responsibility to account for or [*] on such access.
7. HOOVERS represents and warrants that the Media data supplied
hereunder shall be used and released by HOOVERS, its employees, and its
agents only in accordance with the terms of this Agreement and in furtherance
thereof. Bulk sales or distribution of the Media data by itself in any form
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
to any other person or institution for any purpose are not permitted.
8. Any use of the names or marks of either party in connection with
promotional activities, advertising, or other use shall be subject to the prior
written approval of the other party. Notwithstanding anything contained herein
to the contrary, both parties have the right to disclose that is has entered
into this Agreement.
9. HOOVERS acknowledges that the Media data in the form delivered
represent proprietary business information and that its utilization of the
Media data is strictly limited in accordance with this Agreement. Specific
references by HOOVERS that the Media data has any predictive value for the
purpose of enhancing investment returns are strictly prohibited.
10. HOOVERS acknowledges that the Media data consist of factual
information gathered, selected and arranged by Media by special methods and
at considerable expense; that the Media data, and all titles, formats and
other descriptive headings associated herewith, are and at all times shall
be, the sole property of Media, and that neither HOOVERS nor any of its
agents in any capacity shall sell or otherwise dispose of or distribute the
Media data, or any portion thereof, to others at any time, either during or
after the expiration of this Agreement, except as permitted by the terms
hereof. Upon notice thereof, HOOVERS will act promptly to prevent any breach
or continuation of a breach by a subscriber or any of its agents of the
provisions of this Agreement, or its subscriber agreements, such action to
include termination of services if required by Media.
11. HOOVERS expressly recognizes and acknowledges that its covenants
set forth in Paragraphs 5, 6, 7, 8, 9, and 10 are reasonable requirements of
Media in the protection of substantial business interests. HOOVERS further
acknowledges that the remedy at law for breach of any of its undertaking in
said paragraphs would be inadequate and that, in addition to all other
remedies provided by law, Media shall be entitled to injunctive relief
restraining any breach or threatened breach. HOOVERS's liability for breach
of this Agreement and for sums due to Media hereunder shall survive any
termination hereof.
12. (a) Subject to the terms and conditions described below, the
term of this Agreement shall be for a period of [*] from the effective date
of this Agreement, specified in Paragraph 19. At the end of the initial [*]
period, this Agreement will be automatically renewed [*], unless either party
gives to the
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
other written notice of termination at least [*] days prior to the expiration
of the initial term, or any renewal term, as the case may be. Upon
termination of this agreement for any reason other than non-payment, HOOVERS
may, upon request and notification to Media, continue to use the Media data
only in its existing non-electronic hard copy, physical products and those
non-electronic hard copy, physical products under preparation for a period of
[*] from the date of termination. During this [*] period, all royalties due
Media will continue to accrue and will be payable to Media as set forth in
this Agreement. Following the expiration of this [*] period, HOOVERS shall
purge all Media data from its systems and the systems of its third parties
and make no further use of the Media data in any form, except that HOOVERS
may continue to hold the Media data only in its archive of hard copy and
physical products. Notwithstanding the termination or expiration of this
Agreement, the rights and obligations under Paragraphs 2, 4, 5, 6, 7, 8, 9,
10, 11 and 12 shall survive and continue and bind the parties and their legal
representatives and permitted assigns.
(b) Either Media or HOOVERS may terminate this Agreement and the
license conferred hereunder as follows:
(i) Media may terminate as specified in Paragraph 4(b).
(ii) Either party may terminate if the other breaches any other
term or covenant of this Agreement, and such breach continues unremedied for
sixty (60) days after written notice to the party in breach by the other
party.
13. All marketing and promotional references to Media or the Media
data to be used by HOOVERS in its efforts to market HOOVERS's approved
products and services involving use of the Media data shall be subject to the
prior written approval of Media, which shall not be unreasonably withheld,
within five (5) days of HOOVERS's submission to Media of such materials. If
Media does not respond within five (5) days, HOOVERS may consider the
materials approved by Media.
14. All notices, payments and other communications permitted or
required by this Agreement shall be in writing addressed as follows:
(a) MEDIA GENERAL FINANCIAL SERVICES, INC.
000 XXXX XXXXXXXX XXXXXX
XXXXXXXX, XXXXXXXX 00000
ATTN: Xxxxxx X. Xxxxxxxxxx, President & CEO
(b) HOOVERS INC.
0000 XX XXXXXX XXXXX, XXX 000
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
XXXXXX, XXXXX 00000
ATTN: Xxxxxxxxx XxXxxxx, EVP
Either party may change its address for such matters by notice given in the
manner prescribed above. If sent by certified or registered mail, notices
shall be effective three business days after posting; otherwise, notices
shall be effective upon receipt by the other party.
15. This Agreement represents the entire understanding between
HOOVERS and Media as to the subject matter hereof. Any amendments or
additions hereto shall be only in writing executed by the parties.
16. This Agreement is made in, and shall be governed by and construed
in accordance with the laws of the State of Virginia.
17. No rights or duties hereunder may be transferred or assigned by
either party in any manner without the written approval of the other party in
its sole discretion, other than to a subsidiary, parent or other affiliate of
the transferring or assigning party.
18. No waiver of any breach of any term or condition herein shall
be deemed to be a waiver of any subsequent breach of any term or condition.
Failure or delay by either party in exercising any right or authority
hereunder shall not be construed as a waiver of such right or authority.
19. This Agreement shall become effective on June 1, 1999.
20. The existing agreement, and all Amendments thereto, between
HOOVERS and Media dated June 1, 1996 is terminated effective May 31, 1999.
MEDIA GENERAL FINANCIAL SERVICES, INC. XXXXXX'X, INC.
000 XXXX XXXXXXXX XXXXXX 0000 XX XXXXXX XXXXX, XXX 000
XXXXXXXX, XXXXXXXX 00000 XXXXXX, XXXXX 00000
By: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxxxxxx XxXxxxx
---------------------------------- ------------------------------
Name: Xxxxxx Xxxxxxxxxx Name: Xxxxxxxxx XxXxxxx
Title: President and CEO Title: Executive Vice President
---------------------------------- ------------------------------
Date: May 13, 1999 Date: April 12, 1999
---------------------------------- ------------------------------
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
EXHIBIT I
PRODUCTS & SERVICES EXHIBIT
X. XXXXXX'X COMPANY CAPSULES - contain information on more than 13,500
public and private enterprises in the United States and around the world. The
capsules, which consist of basic company and financial information and
selected web links, are the core component of the free, advertising-supported
portion of Xxxxxx'x Company information. Key components include full legal
company name, address, overview, top 3 competitors, related links, key
numbers and key people.
II. XXXXXX'X COMPANY PROFILES - contain information on over 3,500 of the
largest, fastest growing, and most influential companies. The profiles
provide a strategic overview, history, news links, officers and directors,
products and operations information, a comprehensive list of key competitors
and financial history.
III. XXXXXX'X ONLINE (XXX.XXXXXXX.XXX) - flagship web site that provides
business information through links to news, lists, stock quotes, and other
products such as Xxxxxx'x Industry Snapshots. Xxxxxx'x offers more than
13,500 company capsules for free, and more than 3,500 company profiles
available via online subscription. The profiles cover US and foreign public
and nonpublic companies and are written to executives, investors, job
seekers, sales people, consumers and scholars.
IV. STOCKSCREENER - an Internet-based service that allows users to select
and screen US equities based on financial criteria. The service consists of
two parts: (1) the Search Page, and (2) the Results Page. The service will
be a stand-alone web site accessible through at xxx.xxxxxxxxxxx.xxx.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
EXHIBIT II
DATA EXHIBIT
On all companies in the "then current" Media database, 3 digit MG industry
group and major market level, Media will provide, where available, data from
its US Common Stock database as described below.
Media does not guarantee that all data are available for all companies over
all historical periods requested and shall have no responsibility to HOOVERS
under this Agreement to provide any missing and/or incomplete data on any
companies.
This EXHIBIT II contains breakdown of licensed data to be used specifically
and only in the products and services set forth in EXHIBIT I.
I. XXXXXX'X COMPANY CAPSULES -
1. Current [*]
2. Current [*] -Total Operations
3. Annual [*]*
4. Annual [*] -Total Operations - [*]
*Hoovers calculates a 1 year growth rate for each of these figures for
inclusion in Capsule.
Xxxxxx'x and Media agree to expand the data elements offered under the
Capsule to include an additional group of 25 Media data elements available
from current data feed. The specific group of 25 data elements to be
selected and made part of this Agreement under an Appendix at some future
date.
II. XXXXXX'X COMPANY PROFILES -
1. Last 10 Years of [*]
2. Last 10 Years of [*]
3. Last 10 Years of [*]
4. Last 10 Years of [*]
5. Last 10 Years of [*]
6. Last 10 Years of [*]
7. Last 10 Years of [*]
8. Latest [*]
9. Latest [*]
10. Latest [*]
11. Last 10 Years of [*]
12. Last 10 Years of [*]
13. Last 10 Years of [*]
14. Last 10 Years of [*]
15. Latest [*]
16. Latest [*]
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
17. Latest [*]
18. Latest [*]
19. Latest [*]
20. Latest [*]
*For any "Asset-based" Profile, Hoovers may substitute indicated fields
with the following:
21. Last 10 Years of [*] for II.#1 above
22. Last 10 Years of [*] for II.#11 above
23. Latest [*] for II#8 above
24. Latest [*] for II.#17 above
25. Latest [*] - additional field.
ADDITIONAL ITEMS MAY BE ADDED TO PROFILE UNDER THIS AGREEMENT:
1. Latest [*]
2. Latest [*]
3. Latest [*]
4. Latest [*]
III. XXXXXX'X ON-LINE-
A. Data as described above under Capsule and Profile sections.
B. Media data as included in "Named" or similarly named sections of web
site in the future:
i) [*] Financial Information-SUMMARY ANNUAL & QUARTERLY FINANCIALS
1. Last [*]
2. Last [*]
3. Last [*]
4. Last [*]
5. Last [*]
6. Last [*]
7. Last [*]
8. Last [*]
9. Last [*]
10. Last [*]
11. Last [*]
12. Last [*]
13. Last [*]
14. Last [*]
15. Last [*]
16. Last [*]
17. Last [*]
18. Last [*]
19. Last [*]
20. Last [*]
21. Last [*]
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
ADDITIONAL ITEMS MAY BE ADDED TO THIS SECTION UNDER THIS AGREEMENT:
1. Last [*]
ii) Subscription-based Financial Information - CURRENT INFORMATION ON
COMPANIES
1. Last [*]
2. [*] Price
3. [*] Price
4. [*]
5. Current [*]
6. Latest Indicated [*]
7. Latest [*]
8. # of [*]
9. Latest [*]
10. Latest [*]
11. Latest [*]
12. Latest [*]
13. Latest [*]
14. Latest [*]
15. Latest [*]
16. Latest [*]
17. Latest [*]
18. % Shares [*]
19. Latest [*]
20. 1 Year, 3 Year and 5 Year [*]
21. 1 Year, 3 Year and 5 Year [*]
22. 1 Year, 3 Year and 5 Year [*]
23. Latest [*]
24. [*]
25. Avg [*]
26. [*]
ADDITIONAL COMPANY ITEMS MAY BE ADDED TO THIS SECTION UNDER THIS AGREEMENT:
1. 3 and 4 digit [*]
2. [*] Indicator
3. Latest [*]
4. Latest [*]
5. Latest [*]
6. [*] Avg
7. [*] Avg
8. [*] Avg
9. [*] Avg
10. [*] Avg
11. [*] Avg
12. Latest [*]
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
13. Latest [*]
14. [*] Avg [*]
15. [*] Rate
16. [*] Shares -[*]
17. [*]
18. [*]
19. # [*]
20. # [*]
21. # [*]
22. # [*]
23. [*] Price % change
24. [*] change v. [*]
25. Latest [*]
*This data will be added to Xxxxxx'x feed at some future time once MGFS has
these items integrated within its database.
Under this Agreement, Xxxxxx'x may offer the Current Information section on
company level for [*] on web site only.
COMPARISON DATA (Company, Industry and Market level)
1. Latest [*]
2. Latest [*]
3. Latest [*]
4. Latest [*]
5. Latest [*]
6. Latest [*]
7. Latest [*]
8. Latest [*]
9. Latest [*]
10. Latest [*]
11. Latest [*]
12. Latest [*]
13. Latest [*]
14. Latest [*]
15. Latest [*]
16. Latest [*]
17. Latest [*]
18. Latest [*]
19. Latest [*]
20. Latest [*]
21. Latest [*]
22. Latest [*]
23. Latest [*] -Total Operations
24. Latest [*]
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
25. Latest [*]
26. Latest [*]
27. Latest [*]
28. Latest [*]
29. Latest Total [*]
30. [*] Growth Rate
31. [*] Growth Rate
ADDITIONAL COMPANY, INDUSTRY AND MARKET LEVEL ITEMS MAY BE ADDED TO THIS
SECTION UNDER THIS AGREEMENT:
1. Latest [*]
2. Latest [*]
3. Latest [*]
4. [*] Avg
5. [*] Avg
6. [*] Avg
7. [*] Avg
8. [*] Avg
9. [*] Avg
10. Price to [*]
11. [*] Growth Rate
DETAILED FINANCIALS
1. Last [*]
2. Last [*]
3. Last [*]
4. Last [*]
5. Last [*]
6. Last [*]
7. Last [*]
8. Last [*]
9. Last [*]
10. Last [*]
11. Last [*]
12. Last [*]
13. Last [*]
14. Last [*]
15. Last [*]
16. Last [*]
17. Last [*]
18. Last [*]
19. Last [*]
20. Last [*]
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
21. Last [*]
22. Last [*]
23. Last [*]
24. Last [*]
25. Last [*]
26. Last [*]
27. Last [*]
28. Last [*]
29. Last [*]
30. Last [*]
31. Last [*]
32. Last [*]
33. Last [*]
34. Last [*]
35. Last [*]
36. Last [*]
37. Last [*]
38. Last [*]
39. Last [*]
40. Last [*]
41. Last [*]
42. Last [*]
43. Last [*]
44. Last [*]
45. Last [*]
46. Last [*]
47. Last [*]
48. Last [*]
49. Last [*]
50. Last [*]
ADDITIONAL COMPANY, MAY BE ADDED TO THIS SECTION UNDER THIS AGREEMENT:
1. Last [*]
2. Last [*]
3. Last [*]
4. Last [*]
5. Last [*]
6. Last [*]
IV. STOCKSCREENER-
1. Company Name
2. Exchange Indicator
3. Ticker
4. MG [*]
5. MG [*]
6. Latest [*]
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
7. [*] Price
8. [*] Price
9. % [*]
10. Current [*]
11. [*] Ratio
12. [*] MG Ind Grp
13. [*] Ratio
14. [*] Ratio
15. [*] Beta
16. [*] Value
17. Last [*]
18. Latest [*]
19. % Chg [*]
20. % Chg [*]
21. [*] Grw Rate
22. Latest [*]
23. Latest [*]
24. Cur Qtr [*]
25. Last Reported [*]
26. % Chg [*]
27. % Chg [*]
28. [*] Grw Rate
29. Indicated [*]
30. [*] Tot Ops
31. [*] Grw Rate [*]
32. [*]
33. [*]
34. [*] Ratio
35. [*]
36. 2 digit [*]
37. 3 digit [*]
38. 2 digit MG [*]
39. 3 digit MG [*]
40. 2 digit MG [*]
41. 3 digit MG [*]
42. 2 digit MG [*]
43. 3 digit MG [*]
44. [*] Yield
45. % Shares [*]
46. [*] Coverage
47. [*] Total Return
48. %Chg [*]
49. % Chg [*]
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
50. [*] Margin
51. [*] Grw Rate
52. [*] Ratio
53. Late [*]
54. Late [*]
55. [*]
56. [*]
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
EXHIBIT III
TERMS AND CONDITIONS
OF THE USE OF MEDIA DATA IN XXXXXX'X PRODUCTS AND SERVICES
I. COMPANY CAPSULE- As defined in EXHIBIT I and EXHIBIT II, HOOVERS Capsules
may be made available on Xxxxxx'x Online at xxx.xxxxxxx.xxx, through
third-party license agreements with other web sites, on-line and intranet
systems, and in CD-Rom products and hard copy publications.
- Hoovers can display Media in tabular or graphical format only. No
other uses or presentation of data are permitted under this Agreement.
II. COMPANY PROFILE - As defined in EXHIBIT I and EXHIBIT II, HOOVERS Profiles
may be made available on Xxxxxx'x On-Line at xxx.xxxxxxx.xxx, through
third-party license agreements with other web sites, on-line and intranet
systems, and in CD-Rom products and hard copy publications.
- Hoovers may display Media in tabular or graphical format only. No
other uses or presentation of data are permitted under this Agreement.
III. HOOVERS ONLINE - As defined in EXHIBIT I and EXHIBIT II, HOOVERS may
utilize Media data within its own web site on a [*] basis, as set forth
below. Xxxxxx'x Online is offered on individual subscription basis as
well as through enterprise license arrangements. Private-labeling or
co-branding of site is also allowed under this Agreement.
a) [*] SECTION: Media data that may be offered [*] includes (1) data in
Company Capsule described in EXHIBIT II and (2) data described under
EXHIBIT II, Section III, B, i) offered under section -SUMMARY ANNUAL
AND QUARTERLY FINANCIALS.
b) [*] SECTION: Media data that may be displayed specifically and only
behind subscription wall includes (1) data in Company Profile
described in EXHIBIT II and (2) data described under EXHIBIT II,
Section III, B, ii) offered under sections - CURRENT INFORMATION,
COMPARISON DATA
-------------------
* Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
and DETAILED FINANCIALS.
Note: As described in EXHBITI I, under this new Agreement, Xxxxxx'x may
offer the CURRENT INFORMATION section in [*] section of site.
- HOOVERS may display Media in tabular or graphical format only. No
other uses or presentation of data are permitted under this Agreement.
- HOOVERS is permitted to display the "for-pay" information for up to 5
companies, outside the subscription wall, for demo purposes.
- HOOVERS is permitted to use the Media data for "30-day free trails"
for individual customers, but is not permitted to otherwise use or
display the Media data within the "free" area of HOOVERS service.
- All web pages displaying Media data will be co-branded with both
HOOVERS and Medias' logo.
- HOOVERS shall have the right to enter into Agreements with third-party
firms to license the Media data, only in combination with HOOVERS
data, as described under Product EXHIBIT I and Data EXHIBIT II with
the HOOVERS Capsule and HOOVERS Profile, as explicitly defined herein,
Any other such contractual arrangements ARE NOT part of this Agreement
and shall be separate written arrangements, as the parties may
mutually agree at their sole discretion.
IV. STOCKSCREENER- As defined in EXHIBIT I and EXHIBIT II, Media data can be
utilized within StockScreener service at xxx.xxxxxxxxxxxxx.xxx web site as
well as through third-party licensing or co-branding arrangements of this
web site service.
- As part of operation of this service, Media will transmit the Media
data to a third party, Data Downlink Corporation, who will maintain a
portion of service from their office.
- The Search Page is basic interface for users to input their selection
criteria. It will reside on XXXXXX'X web server. The search page
will contain advertising as well as service description, links to
explanations of financial criteria involved, logos attributing
information in service to HOOVERS, Media and Data Downlink, each logo
with link to each party's web site.
- The Results Page shows results of the user's search in table form,
which resides on Data Downlink's server. The results page will
contain advertising and names of stocks meeting
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.496.
search criteria, along with numbers involved in search. Users may
re-sort the page according to any of the numbers shown on it, thus
generating a new page and a new ad impression. The results list will
be broken into groups of 20 stocks.
