EXHIBIT 10.2
CONFIDENTIAL
INTERACTIVE SERVICES AGREEMENT
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This agreement (the "Agreement"), effective as of March 20, 1998 (the
"Effective Date"), is made and entered into by and between America Online, Inc.
("AOL") a Delaware corporation, with its principal offices at 00000 XXX Xxx,
Xxxxxx, Xxxxxxxx 00000, and Multex Systems, Inc. ("Interactive Content
Provider" or "ICP") a Delaware corporation, with its principal offices at 00
Xxxxxx Xxxx, Xxx Xxxx, XX 00000 (each a "Party" and collectively the "Parties").
INTRODUCTION
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AOL and ICP each desires that AOL provide access to the ICP Internet Site
(as defined below) through the AOL Network (as defined below), subject to the
terms and conditions set forth in this Agreement. Defined terms used but not
defined in the body of this Agreement or in Exhibit C shall be as defined on
Exhibit B attached hereto.
TERMS
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1. DISTRIBUTION; PROGRAMMING
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1.1 ANCHOR TENANCY. ICP shall receive anchor tenant distribution within
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the Personal Finance Channel (as defined below) (or any specific
successor thereof) offered on the AOL Service, as follows: AOL shall
(a) continuously and prominently place an agreed-upon ICP logo or
banner (the "Anchor Tenant Button") on the Investment Research main
screen (or any specific successor thereof) which logo or banner shall
link to the Welcome Mat, (b) provide ICP with the keyword "Multex",
which shall link to the Welcome Mat, and (c) list the ICP Internet
Site in AOL's "Directory of Services" and "Find" features. Except to
the extent expressly described herein, the exact form, placement and
nature of the Anchor Tenant Button shall be determined by AOL in its
reasonable editorial discretion, however, no ICP Competitor (as
defined in Exhibit B) will receive more prominent placement,
integration and promotion than ICP for the offering of "brokerage
research" content within the Investment Research Area.
1.2 CONTENT. The ICP Internet Site shall consist of the Content described
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on Exhibit A hereto. ICP shall not authorize or permit any third
party to distribute any other Content of ICP through the AOL Network
absent AOL's prior written approval, such approval not to be
unreasonably withheld. The inclusion of any additional Content for
distribution through the AOL Network (including, without
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limitation, any features, functionality or technology) not expressly
described on Exhibit A shall be subject to AOL's prior written
approval, such approval not to be unreasonably withheld.
1.3 LICENSE. ICP hereby grants AOL a worldwide license to use, market,
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license, store, distribute, display, communicate, perform, transmit,
and promote the ICP Internet Site and Licensed Content contained
therein (or any portion thereof) through the AOL Network as AOL may
determine in its sole discretion, including without limitation the
right to integrate Content from the ICP Internet Site by linking to
specific areas on the ICP Internet Site and by integrating the Content
into any search mechanism AOL may implement, provided that the
presentation of any such Content on the AOL Network shall conform with
the specifications set forth on Exhibit D.
1.3.1 The Licensed Content will always be of at least equal quality
(in terms of breadth, depth, accuracy, timeliness, etc.) to
that which is available through any ICP Interactive Site or
through any other online or interactive distributor for the
consumer market. ICP will offer its consumer research services
in their entirety (e.g. all standard content, features,
services, customer support, etc.) to AOL Members at a price
that is at least the same, if not less than, the price
available through any ICP Interactive Site or through other ICP
partner sites. AOL Members will always receive a price that is
not greater than the lowest price compared to the subscribers
of any other online or Internet access provider, content
aggregator or online financial services provider, (e.g.
[Confidential Portion Omitted]).
1.4 MANAGEMENT. ICP shall, design, create, edit, manage, update, and
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maintain the ICP Internet Site. Except as specifically provided for
herein, AOL shall have no obligations of any kind with respect to the
ICP Internet Site. ICP shall be responsible for any hosting or
communication costs associated with the ICP Internet Site (including,
without limitation, the costs associated with (i) any agreed-upon
direct connections between the AOL Network and the ICP Internet Site
or (ii) a mirrored version of the ICP Internet Site). AOL Members
shall not be required to go through a registration process (or any
similar process) in order to access and use the ICP Internet Site.
AOL Members may be required to go through a registration process in
order to purchase the content offered on the ICP Internet Site.
1.5 CARRIAGE FEE. In consideration for anchor tenancy, ICP shall pay AOL
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a total of [Confidential Portion Omitted] during the Term according to
the following schedule:
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(a) ICP shall pay AOL [Confidential Portion Omitted] no later than 30
days after the Launch Date.
(b) ICP shall pay AOL [Confidential Portion Omitted] no later than 30
days after the first anniversary of the Launch Date.
2. PROMOTION
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2.1 COOPERATION. Each Party shall cooperate with and reasonably assist
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the other Party in supplying material for marketing and promotional
activities.
2.2 INTERACTIVE SITE. During the Term, ICP shall include within each ICP
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Interactive Site (a) a continuous promotional button/link for AOL
appearing "above the fold" on the page that promotes ICP's
distribution partners, or any successor thereto; (b) a prominent "Try
AOL" feature where users can obtain promotional information about AOL
products and services and, at AOL's option, download or order AOL's
then-current version of client software for the America Online@) brand
service or other AOL products, such as AOL's "Instant Messenger(R)";
(c) prominent promotion for the keywords associated with ICP's
Internet Site and a description of the benefits of accessing ICP
through AOL; and (d) links from the ICP Interactive Site to the
relevant topic areas on AOL's primary site on the World Wide Web (and,
to the extent technologically feasible, the relevant topic areas in
the Online Area).
2.3 OTHER MEDIA. ICP shall use commercially reasonable efforts to
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prominently and regularly promote AOL and the ICP Internet Site's
availability through the AOL Service in publications, programs,
features or other forms of media over which ICP exercises at least
partial editorial control.
2.4 KEYWORD. In any instances when ICP makes consumer-targeted (i.e.
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non-institutional) promotional reference to an ICP Interactive Site,
including any listings of the applicable "URL(s)" for such web site(s)
(each a "Web Reference"), ICP shall include a listing of the
applicable AOL "keyword" of comparable prominence to the Web
Reference.
2.5 PREFERRED ACCESS PROVIDER.
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2.5.1 When promoting AOL to the consumer market (i.e. non-
institutional), ICP shall promote AOL as a preferred access
provider through which a user can access the ICP Internet Site
(and ICP shall not implement or authorize any other promotions
on behalf of any third parties which are inconsistent with the
foregoing).
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2.5.2 With respect to any ICP Interactive Site accessible or
operating through any operating system (including without
limitation any Microsoft system) or through a channel or area
delivered through a "push" product such as the Pointcast
Network or interactive environment such as Microsoft's proposed
"Active Desktop" or Netscape's "Netcaster" (each an "Operating
System"), ICP shall (a) include in any such ICP Interactive
Site a prominent "Try AOL" feature that will cause a user of
such site to link directly to AOL access software within the
Operating System, and (b) use or support any AOL provided
software or feature that directs a user of such ICP Interactive
Site who does not have Internet access to the AOL application
setup program within the Operating System (instead of the
Internet Referral Server or any similar service). ICP's
commitments specified above shall be subject to any standard
policies and restrictions generally proscribed by the operator
of the Operating System.
3. REPORTING
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3.1 USAGE AND OTHER DATA. AOL shall make available to ICP a monthly
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report specifying for the prior month aggregate usage and Impressions
with respect to ICP's presence on the AOL Network. ICP will supply AOL
with monthly reports which reflect total impressions by AOL Members to
the ICP Internet Site during the prior month and the number of and
dollar value associated with the transactions involving AOL Members at
the ICP Internet Site during the period in question. ICP shall also
provide AOL with "click-through" data with respect to the promotions
specified in Section 2.
3.2 PROMOTIONAL COMMITMENTS. ICP shall provide to AOL a monthly report
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documenting its compliance with any promotional commitments it has
undertaken pursuant to this Agreement in the form attached as Exhibit
E hereto.
3.3 PAYMENT SCHEDULE. Except as otherwise specified herein, each Party
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agrees to pay the other Party all amounts received and owed to such
other Party as described herein on a monthly basis within forty five
(45) days of the end of the month in which such amounts were collected
by such Party.
4. ADVERTISING AND MERCHANDISING
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4.1 ADVERTISING SALES. AOL owns all right, title and interest in and to
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the advertising and promotional spaces within the AOL Network
(including, without limitation, advertising and promotional spaces on
any AOL forms or pages
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preceding or framing the ICP Internet Site). The specific advertising
inventory within any such AOL forms or pages shall be as reasonably
determined by AOL.
4.2 WELCOME MAT ADVERTISEMENTS/REVENUES. With respect to any Welcome Mat,
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AOL hereby grants ICP the right to license or sell promotions,
advertisements, links, pointers or similar services or rights in or
through the Welcome Mat ("Welcome Mat Advertisements"), subject to (i)
AOL's approval for each Welcome Mat Advertisement and (ii) the
Advertising Minimum. Until ICP receives [Confidential Portion
Omitted] in Advertising Revenues and Transaction Revenues ("Total
Revenues"), ICP shall pay AOL [Confidential Portion Omitted] of the
Advertising Revenues generated by ICP or its agents with respect to
Welcome Mat Advertisements. Beginning on the date on which ICP
receives [Confidential Portion Omitted] in Total Revenues, and
continuing through the remainder of the Term, ICP shall pay AOL
[Confidential Portion Omitted] of the Advertising Revenues generated
by ICP or its agents with respect to Welcome Mat Advertisements.
4.3 ADVERTISING POLICIES. Any Welcome Mat Advertisements sold by ICP or
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its agents shall be subject to AOL's then standard advertising
policies. In connection with the sale by ICP of any Welcome Mat
Advertisement, ICP shall, in each instance, provide AOL with a
completed standard AOL advertising registration form relating to such
Welcome Mat Advertisement. ICP shall take all reasonable steps
necessary to ensure that any Welcome Mat Advertisement sold by ICP
complies with all applicable federal, state and local laws and
regulations. To the extent ICP sells a Welcome Mat Advertisement as
part of an advertising package including multiple placement locations
(e.g., both Welcome Mat and another area or site), ICP shall allocate
the payment for such advertising package between or among such
locations in an equitable fashion, subject to the Advertising Minimum.
4.4 INTERACTIVE COMMERCE/TRANSACTION REVENUES. Any merchandising on the
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ICP Internet Site shall be subject to (i) the then-current
requirements of AOL's merchant certification program, (ii) the
Approved Merchandise Category contained in Exhibit A and (iii) ICP
implementing sufficient procedures to protect the security of all
merchandising on the site (i.e., ICP shall as of the Effective Date
use 40-bit SSL technology and, if requested by AOL, 28-bit SSL).
Until ICP receives [Confidential Portion Omitted] in Total Revenues,
ICP shall pay AOL [Confidential Portion Omitted] of the Transaction
Revenues generated by ICP or its agents with respect to Interactive
Commerce. Beginning on the date on which ICP receives [Confidential
Portion Omitted] in Total Revenues and continuing through the
remainder of the Term, ICP shall pay AOL [Confidential
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Portion Omitted] of the Transaction Revenues generated by ICP or its
agents with respect to Interactive Commerce.
5. CUSTOMIZED LINKED INTERACTIVE SITE
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5.1 PERFORMANCE.
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5.1.1 GENERALLY. ICP shall optimize the ICP Internet Site for
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distribution hereunder according to AOL specifications and
guidelines to ensure that (i) the functionality and features
within the ICP Internet Site are optimized for the client
software then in use by a majority of AOL Members and (ii) the
forms used in the ICP Internet Site are designed and populated
in a manner intended to minimize delays when AOL Members
attempt to access such forms. ICP will ensure that the
performance and availability of the ICP Internet Site (a) is
monitored on a continuous, 24/7 basis and (b) remains
competitive in all material respects with the performance and
availability of other similar sites based on similar form
technology.
5.1.2 SPECIFIC.
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(a) ICP shall design the ICP Internet Site to support the
Windows version of the Microsoft Internet Explorer 3.0 browser,
and make commercially reasonable efforts to support all other
AOL browsers listed at:
xxxx://xxxxxxxxx.xxxx.xxx.xxx/XxxxXxxxx.xxxx.
(b) ICP shall configure the server from which it serves the ICP
Internet Site to examine the HTTP User-Agent field in order to
identify the AOL User-Agents listed at:
xxxx://xxxxxxxxx.xxxx.xxx.xxx/Xxxx0Xxxx.xxxx (the "AOL User-
Agents").
(c) ICP shall design its web site to support HTTP 1.0 or later
protocol as defined in RFC 1945 (available at
xxxx://xx.xxxxxxxx.xxx/xxx/xxxx000.xxxx) and to adhere to AOL's
parameters for refreshing cached information listed at
xxxx://xxxxxxxxx.xxxx.xxx.xxx/XxxxxXxxx.xxxx.
(d) AOL reserves the right to review the ICP Internet Site to
ensure that such site is compatible with AOL's then-available
client and host software and the AOL Network.
5.2 CUSTOMIZATION. ICP shall customize the ICP Internet Site for AOL
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Members as follows:
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(a) create a customized, co-branded home page "welcome mat" for AOL
Members for each area on the ICP Internet Site linked to from the AOL
Network on a continuous basis (each a "Welcome Mat"), which Welcome
Mat(s) shall be subject to AOL approval;
(b) ensure that AOL Members linking to the ICP Internet Site do not
receive advertisements, promotions or links for any entity reasonably
construed to be in competition with AOL (e.g. [Confidential Portion
Omitted]) or otherwise in violation of AOL's then-standard advertising
policies or exclusivities; and
(c) provide continuous navigational ability for AOL Members to return
to an agreed-upon point on the AOL service (for which AOL shall supply
the proper address) from ICP Internet Site (e.g., the point on the AOL
service from which the ICP Internet Site is linked), which, at AOL's
option, may be satisfied through the use of a hybrid browser format.
5.3 LINKS ON ICP INTERNET SITE. The Parties will work together on
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mutually acceptable links (including links back to AOL) within the ICP
Internet Site in order to create a robust and engaging AOL member
experience. ICP shall take reasonable efforts to insure that AOL
traffic is generally either kept within the ICP Internet Site or
channeled back into the AOL Network. To the extent that AOL notifies
ICP in writing that, in AOL's reasonable judgment, links from such
site cause an excessive amount of AOL traffic to be diverted outside
of such site and the AOL Network in a manner that has a detrimental
effect on the traffic flow of the AOL audience, then ICP shall
immediately reduce the number of links out of such site(s). In the
event that ICP cannot or does not so limit diverted traffic from the
ICP Internet Site, AOL reserves the right to terminate the links from
the AOL Network to the ICP Internet Site at issue and ICP shall only
be responsible to pay a pro-rata share of the carriage fees otherwise
owed by ICP hereunder for the period for which the links are in place.
5.4 HOSTING; CAPACITY. ICP will provide all computer servers, routers,
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switches and associated hardware in an amount reasonably necessary to
meet anticipated traffic demands, adequate power supply (including
generator back-up) and HVAC, adequate insurance, adequate service
contracts and all necessary equipment racks, floor space, network
cabling and power distribution to support the ICP Internet Site.
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6. TERM AND TERMINATION
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6.1 TERM. Unless earlier terminated as set forth herein, the initial term
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of this Agreement shall be two (2) years from the Launch Date (the
"Initial Term"). AOL will have the option to renew this Agreement for
an additional one (1) year period at the expiration of the Initial
Term. Upon termination of this Agreement, AOL shall have the option,
for a period equal to the Initial Term, to promote one or more
"pointers" or links from the AOL Network to the ICP Internet Site.
6.2 TERMINATION FOR BREACH. Either Party may terminate this Agreement at
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any time in the event of a material breach by the other Party which
remains uncured after sixty (60) days written notice thereof.
6.3 TERMINATION FOR BANKRUPTCY/INSOLVENCY. Either Party may terminate
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this Agreement immediately following written notice to the other Party
if the other Party (i) ceases to do business in the normal course,
(ii) becomes or is declared insolvent or bankrupt, (iii) is the
subject of any proceeding related to its liquidation or insolvency
(whether voluntary or involuntary) which is not dismissed within
ninety (90) calendar days or (iv) makes an assignment for the benefit
of creditors.
7. TERMS AND CONDITIONS. The legal terms and conditions set forth on Exhibit
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C attached hereto are hereby made a part of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the Effective Date.
AMERICA ONLINE, INC. MULTEX SYSTEMS, INC.
By: /s/ Xxxxx Xxxxxxx By: /s/ X. Xxxxxxxxx
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Print Name: Xxxxx Xxxxxxx Print Name: X. Xxxxxxxxx
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Title: President - AOL Interactive Svcs. Title: CFO
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Date: 4/13/98 Date: 3/20/98
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Tax ID/EIN#: 00-0000000
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EXHIBIT A
The Licensed Content shall consist of the following:
1. Brokerage Research: ICP will be responsible for the editorial and technical
design, development, maintenance and support of a brokerage research area
("Broker Research Area") for the AOL Investment Research area. ICP will be
responsible for the ongoing development, refinement and integration of new
information resources and features into the Broker Research Area. ICP will
use commercially reasonable efforts to supply AOL with special or one time
content requests, but ICP will not be contractually obligated to provide
more than is provided on the ICP Internet site.
2. Data: ICP will, each day, make available to AOL an updated index file of
its research reports which will be formatted according to reasonable
standards determined by AOL. Implementation of the Broker Research Area
will be a two phased approach: Phase 1: A link to the ICP Internet Site.
Phase 2: ICP will provide AOL with an index file of its reports which will
then be hosted on AOL Servers and integrated in the Investment Research
Search. From that index list there will be links back to the appropriate
reports on the ICP Internet site.
3. Free Area: ICP will co-develop with AOL an online area on the AOL service
that contains a sampling of the content and features of the ICP products
(the "Free Area"). The Free Area will act as an advertisement and
acquisition vehicle for ICP products. ICP will make commercially
reasonable efforts but cannot guarantee that the Free Areas will include
sample brokerage reports because of its contractual obligations to brokers.
4. Branding: Upon entrance into the ICP Internet Site, AOL Members will be
shown a welcome screen customized for AOL Members. ICP will provide
continuous AOL co-branding throughout the ICP Internet site, except for
rare instances where, in ICP's reasonable opinion, this is not technically
feasible.
5. Integration: ICP will work with AOL to integrate appropriate AOL Personal
Finance offerings (other than Brokerage Center links) into the site (e.g.
links to the Personal Finance Channel, the AOL Brokerage Center, etc.).
6. Site Performance: ICP will optimize the ICP Internet site for distribution
over the AOL service according to AOL specifications and guidelines
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APPROVED MERCHANDISE CATEGORY
ICP may sell products or services related to Brokerage Research (the "Approved
Merchandise Category"). Any other category of merchandise must be approved by
AOL.
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EXHIBIT B -- DEFINITIONS
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DEFINITIONS. The following definitions shall apply to this Agreement:
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ADVERTISING REVENUES. Aggregate amounts collected plus the fair market value of
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any other compensation received (such as barter advertising) by ICP or ICP's
agents, as the case may be, arising from the license or sale of Welcome Mat
Advertisements, less applicable Advertising Sales Commissions; provided that, in
order to ensure that AOL receives fair value in connection with Welcome Mat
Advertisements, ICP shall be deemed to have received no less than the
Advertising Minimum in instances when ICP makes a Welcome Mat Advertisement
available to a third party at a cost below the Advertising Minimum.
ADVERTISING MINIMUM. (i) [Confidential Portion Omitted] or (ii) such different
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rate or rates as AOL may establish based upon market conditions and publish
during the Term.
ADVERTISING SALES COMMISSION. In the case of a Welcome Mat Advertisement,
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actual amounts paid as commission to third party agencies in connection with
sale of the AOL Advertisement.
AOL SERVICE. The narrow-band U.S. version of the America Online(R) brand
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service, specifically excluding (a) XXX.xxx or any other AOL Interactive Site,
(b) the international versions of an America Online service (e.g., AOL Japan),
(c) "Driveway," "AOL NetFind," "AOL Instant Messenger" or any similar
independent product or service which may be offered by, through or with the U.S.
versions of the American Online(R) brand service, (d) any programming or content
area offered by or through the U.S. version of the America Online(R) brand
service over which AOL does not exercise complete operational control
(including, without limitation, Content areas controlled by AOL Studios (e.g.,
Digital Cities), Content areas controlled by other information providers and
member-created Content areas), (e) any yellow pages, white pages, classifieds or
other search, directory or review services or Content offered by or through the
U.S. version of the America Online(R) brand service, (f) any property, feature,
product or service which AOL or its affiliates may acquire subsequent to the
Effective Date and (g) any other version of an America Online service which is
materially different from the narrow-band U.S. version of the America Online
brand service, by virtue or its branding, distribution, functionality, Content
and services, including, without limitation, any co-branded version of the
service and any version distributed through any broadband distribution
platform or through any platform or device other than a desktop personal
computer.
AFFILIATE. Any agent, distributor or franchisee of AOL or an entity in which
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AOL hold at least a nineteen percent (19%) equity interest.
AOL LOOK AND FEEL. The distinctive and particular elements of graphics, design,
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organization, presentation, layout, user interface, navigation, trade dress and
stylistic convention (including the digital implementations thereof) within the
AOL Network and the total appearance and impression substantially formed by the
combination, coordination and interaction of these elements.
AOL MEMBER(S). Authorized users of the AOL Network, including any sub-accounts
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using the AOL Network under an authorized master account.
AOL NETWORK. (i) The AOL Service, (ii) AOL's Driveway product, (iii) XXX.xxx,
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(iv) any international versions of the America Online service through which AOL
or its affiliates elect to offer the ICP Internet Site and (v) any other product
or service owned, operated, distributed or authorized to be distributed by or
through AOL or its Affiliates worldwide through which such party elects to offer
the ICP Internet Site (which may include, without limitation, Internet sites
promoting AOL products and services and any "offline" information browsing
products of AOL or its Affiliates).
CONFIDENTIAL INFORMATION. Any information relating to or disclosed in the
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course of the Agreement, which is, or should be reasonably understood to be,
confidential or proprietary to the disclosing Party, including, but not limited
to, the material terms of this Agreement, information about AOL Members,
technical processes and formulas, source codes, product designs, sales, cost and
other unpublished financial information, product and business plans, projections
and marketing data. "Confidential Information" shall not include information
(a) already lawfully known to or independently developed by the receiving Party,
(b) disclosed in published materials, (c) generally known to the public, (d)
lawfully obtained from any third party or (e) required or reasonably advised to
be disclosed by law.
CONTENT. Text, images, video, audio (including, without limitation, music used
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in time relation with text, images, or
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video), and other data, products, services, advertisements, promotions, links,
pointers, technology and software.
ICP COMPETITORS. First Call, Investext, IBES, Zacks Investment Research,
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Nelsons and any others as may be added by ICP from time to time and provided in
writing to AOL.
ICP INTERACTIVE SITE. Any interactive site or area which is managed, maintained
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or owned by ICP or its agents or to which ICP provides and/or licenses
information, content or other materials, including, by way of example and
without limitation (i) an ICP site on the World Wide Web portion of the Internet
or (ii) a channel or area delivered through "push" product such as the
Pointcast Network or interactive environment such as Microsoft's proposed
"Active Desktop."
ICP INTERNET SITE. The Internet site and Content, currently located at
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URL:xxxx://xxx.xxxxxx.xxx which are managed, maintained or owned by ICP or its
agents or to which ICP licenses information, content or other materials.
IMPRESSION. User exposure to the page containing the applicable Promotion, as
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such exposure may be reasonably determined and measured by AOL in accordance
with its standard methodologies and protocols.
LICENSED CONTENT. All Content provided by ICP or its agents through the ICP
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Internet Site for distribution pursuant to this Agreement.
NEW MEMBER. Any person or entity (a) who registers for the AOL Network using
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ICP's special promotion identifier and (b) who remains active who for three
filling cycles for the use of the AOL Network.
PERSONAL FINANCE CHANNEL. The area on the AOL Service which generally provides
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content relating to personal finance.
PRODUCTS. Any product, good or service which ICP offers, sells or licenses to
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AOL Members through (a) the Welcome Mat, (b) the ICP Internet Site, or (c) any
"offline" means (e.g. toll-free number) for receiving orders related to specific
offers within the Welcome Mat or ICP Internet Site requiring purchasers to
reference a specific promotional identifier or tracking code, including, without
limitation, products sold through surcharged downloads (to the extent permitted
hereunder).
TERM. The period beginning on the Launch Date and ending upon the expiration or
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earlier termination of the Agreement.
TRANSACTION REVENUES. Aggregate amounts paid by AOL Members in connection with
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the sale, licensing, distribution or provision of any Products, including, in
each case, handling, shipping, service charges, and excluding, in each case, (a)
amounts collected for sales or use taxes or duties and (b) credits and
chargebacks for returned or cancelled goods or services, but not excluding cost
of goods sold or any similar cost.
EXHIBIT C -- STANDARD LEGAL TERMS AND CONDITIONS
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I. AOL NETWORK
CONTENT. ICP represents and warrants that all Content contained within the ICP
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Internet Site (i) does and will conform to AOL's applicable Terms of Service,
the terms of this Agreement and any other standard, written AOL policy, (ii)
does not and will not infringe on or violate any copyright, trademark, U.S.
patent or any other third party right, including without limitation, any music
performance or other music related rights, and (iii) does not and will not
contain any Content which violates any applicable law or regulation
(collectively, the "Rules"). In the event that AOL notifies ICP in writing that
any such Content, as reasonably determined by AOL, does not comply or adhere to
the Rules, then ICP shall use its commercially reasonable efforts to block
access by AOL Members to such Content. In the event that ICP cannot, through
its commercially reasonable efforts, block access by AOL Members to such Content
in question, then ICP shall provide AOL prompt written notice of such fact. AOL
may then, at its option, either (i) restrict access from the AOL Network to the
Content in question using technology available to AOL or (ii) in the event
access cannot be restricted, direct ICP to remove any such Content until such
time as the Content in question is no longer displayed. ICP will cooperate with
AOL's reasonable requests to the extent AOL elects to implement any such access
restrictions.
CHANGES TO AOL SERVICE. AOL reserves the right redesign or modify the
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organization, structure, "look and feel," navigation and other elements of the
AOL Service. If AOL implements changes and modification to the screens
specified in Exhibit A in a manner that substantially modifies the nature of the
placements for ICP described in Section 1.1 in an adverse fashion, AOL will work
with ICP in good faith to provide ICP with a comparable package of placements
which are reasonably satisfactory to ICP.
CONTESTS. ICP shall take all steps necessary to ensure that any contest,
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sweepstakes or similar promotion conducted or promoted through the ICP Internet
Site (a "Contest") complies with all applicable federal, state and local laws
and regulations. ICP shall provide AOL with (i) at least thirty (30) days prior
written notice of any Contest and (ii) upon AOL's request, an opinion from ICP's
counsel confirming that the Contest complies with all applicable federal, state
and local laws and regulations.
AOL LOOK AND FEEL. ICP acknowledges and agrees that AOL shall own all right,
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title and interest in and to the AOL Look and Feel. In addition, AOL shall
retain editorial control over the portions of the AOL pages and forms which
frame the ICP Internet Site (the "AOL Frames"). AOL may, at its discretion,
incorporate navigational icons, links and pointers or other Content into such
AOL Frames.
OPERATIONS. AOL shall be entitled to require reasonable changes to the ICP
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Internet Site to the extent such site will, in AOL's good faith judgment,
adversely affect operations of the AOL Network.
CLASSIFIEDS. ICP shall not implement or promote any classifieds listing
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features through the Welcome Mat(s) without AOL's prior written approval. Such
approval may be conditioned upon, among other things, ICP's conformance with
any then-applicable service-wide technical or other standards related to online
classifieds.
DUTY TO INFORM. ICP shall promptly inform AOL of any information related to the
--------------
ICP Internet Site which could reasonably lead to a claim, demand or liability of
or against AOL and/or its Affiliates by any third party.
RESPONSE TO QUESTIONS/COMMENTS; CUSTOMER SERVICE. ICP shall respond promptly
------------------------------------------------
and professionally to questions, comments, complaints and other reasonable
requests regarding the ICP Internet Site by AOL Members or on request by AOL,
and shall cooperate and assist AOL in promptly answering the same.
STATEMENTS THROUGH AOL NETWORK. ICP shall not make, publish, or otherwise
------------------------------
communicate through the AOL Network any deleterious remarks concerning AOL or
its Affiliates, directors, officers, employees, or agents (including, without
limitation, AOL's business projects, business capabilities, performance of
duties and services, or financial position) which remarks are based on the
relationship established by this Agreement or information exchanged hereunder.
This section is not intended to limit good faith editorial statements made by
ICP based upon publicly available information, or information developed by ICP
independent of its relationship with AOL and its employees and agents.
PRODUCTION WORK. In the event that ICP requests any AOL production assistance,
---------------
ICP shall work with AOL to develop detailed production plans for the requested
production assistance (the "Production Plan"). Following receipt of the final
Production Plan, AOL shall notify ICP of (i) AOL's availability to perform the
requested production work, (ii) the proposed fee or fee structure for the
requested production and maintenance work and (iii) the estimated development
schedule for such work. To
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CONFIDENTIAL
the extent the Parties reach agreement regarding implementation of agreed-upon
Production Plan, such agreement shall be reflected in a separate work order
signed by the Parties. To the extent ICP elects to retain a third party
provider to perform any such production work, work produced by such third party
provider must generally conform to AOL's production Standards & Practices (a
copy of which will be supplied by AOL to ICP upon request). The specific
production resources which AOL allocates to any production work to be performed
on behalf of ICP shall be as determined by AOL in its sole discretion.
TRAINING AND SUPPORT. AOL shall make available to ICP standard AOL training and
--------------------
support programs necessary to produce any AOL areas hereunder. ICP can select
its training and support program from the options then offered by AOL. ICP
shall be responsible to pay the fees associated with its chosen training and
support package. In addition, ICP will pay travel and lodging costs associated
with its participation in any AOL training programs (including AOL's travel and
lodging costs when training is conducted at ICP's offices).
LAUNCH DATE. In the event that any terms contained herein relate to or depend
-----------
on the commercial launch date of the online area or other property contemplated
by this Agreement (the "Launch Date"), then it is the intention of the Parties
to record such Launch Date in a written instrument signed by both Parties
promptly following such Launch Date; provided that, in the absence of such a
written instrument, the Launch Date shall be as reasonably determined by AOL
based on the information available to AOL.
II. TRADEMARKS
TRADEMARK LICENSE. In designing and implementing any marketing, advertising,
-----------------
press releases or other promotional materials related to this Agreement and/or
referencing the other Party and/or its trade names, trademarks and service marks
(the "Promotional Materials") and subject to the other provisions contained
herein, ICP shall be entitled to use the following trade names, trademarks and
service marks of AOL: the "America Online(R)" brand service, "AOL"
service/software and AOL's triangle logo; and AOL and its Affiliates shall be
entitled to use the trade names, trademarks and service marks of ICP
(collectively, together with the AOL marks listed above, the "Marks"); provided
that each Party: (i) does not create a unitary composite xxxx involving a Xxxx
of the other Party without the prior written approval of such other Party and
(ii) displays symbols and notices clearly and sufficiently indicating the
trademark status and ownership of the other Party's Marks in accordance with
applicable trademark law and practice.
RIGHTS. Each Party acknowledges that its utilization of the other Party's Marks
------
will not create in it, nor will it represent it has, any right, title or
interest in or to such Marks other than the licenses expressly granted herein.
Each Party agrees not to do anything contesting or impairing the trademark
rights of the other Party.
QUALITY STANDARDS. Each Party agrees that the nature and quality of its
-----------------
products and services supplied in connection with the other Party's marks shall
conform to quality standards communicated in writing by the other Party for use
of its trademarks. Each Party agrees to supply the other Party, upon request,
with a reasonable number of samples of any Materials publicly disseminated by
such party which utilize the other Party's Marks. Each Party shall comply with
all applicable laws, regulations and customs and obtain any required government
approvals pertaining to use of the other Party's Marks.
PROMOTIONAL MATERIALS/PRESS RELEASES. Each Party will submit to the other
------------------------------------
Party, for its prior written approval, which shall not be unreasonably withheld
or delayed, any Promotional Materials; provided, however, that after initial
public announcement of the business relationship between the Parties in
accordance with the approval and other requirements contained herein, either
Party's subsequent factual reference to the existence of a business relationship
between AOL and ICP, including, without limitation, the availability of the
Licensed Content through the AOL Network, or use of screen shots relating to the
distribution under this Agreement (so long as the AOL Network is clearly
identified as the source of such screen shots) for promotional purposes shall
not require the approval of the other Party. Once approved, the Promotional
Materials may be used by a Party and its affiliates for the purpose of promoting
the distribution of the Licensed Content through the AOL Network and reused for
such purpose until such approval is withdrawn with reasonable prior notice. In
the event such approval is withdrawn, existing inventories of Promotional
Materials may be depleted.
INFRINGEMENT PROCEEDINGS. Each Party agrees to promptly notify the other Party
------------------------
of any unauthorized use of the other Party's Marks of which it has actual
knowledge. Each Party shall have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each Party agrees to provide the other Party,
at such other Party's expense, with its reasonable cooperation and
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assistance with respect to any such infringement proceedings.
III. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that: (i) such Party has
the full corporate right, power and authority to enter into this Agreement, to
grant the licenses granted hereunder and to perform the acts required of it
hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which such Party is a party or by which it is
otherwise bound; (iii) when executed and delivered by such Party, this Agreement
will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; (iv) such Party's
Promotional Materials will neither infringe on any copyright, U.S. patent or any
other third party right nor violate any applicable law or regulation and (v)
such Party acknowledges that the other Party makes no representations,
warranties or agreements related to the subject matter hereof which are not
expressly provided for in this Agreement.
IV. CONFIDENTIALITY
Each Party acknowledges that Confidential Information may be disclosed to the
other Party during the course of this Agreement. Each party agrees that if will
take reasonable steps, at least substantially equivalent to the steps it takes
to protect its own proprietary information, during the term of this Agreement,
and for a period of three years following expiration or termination of this
Agreement, to prevent the duplication or disclosure of Confidential Information
of the other Party, other than by or to its employees or agents who must have
access to such Confidential Information to perform such Party's obligations
hereunder, who will each agree to comply with this section. Notwithstanding the
foregoing, either Party may issue a press release or other disclosure containing
Confidential Information without the consent of the other Party, to the extent
such disclosure is required by law, rule, regulation or government or court
order. In such event, the disclosing Party will provide at least five (5)
business days prior written notice of such proposed disclosure to the other
Party or lesser notice if reasonable under the circumstances. Further, in the
event such disclosure is required of either Party under the laws, rules or
regulations of the Securities and Exchange Commission or any other applicable
governing body, such Party will (i) redact mutually agreed-upon portions of this
Agreement to the fullest extent permitted under applicable laws, rules and
regulations and (ii) submit a request to such governing body that such portions
and other provisions of this Agreement receive confidential treatment under the
laws, rules and regulations of the Securities and Exchange Commission or
otherwise be held in the strictest confidence to the fullest extent permitted
under the laws, rules or regulations of any other applicable governing body.
V. RELATIONSHIP WITH AOL MEMBERS
SOLICITATION OF SUBSCRIBERS. During the Term and for the two-year period
---------------------------
following the expiration or termination of this Agreement, neither ICP nor its
agents will use the AOL Network to (i) solicit or participate in the
solicitation of AOL Members when that solicitation is for the benefit of any
entity (including ICP) which could reasonably be construed to be or become in
competition with AOL or (ii) promote any services which could reasonably be
construed to be in competition with services available through AOL including,
but not limited to, services available through the Internet (e.g., the ICP
Internet Site). ICP may not send any AOL Member unsolicited e-mail
communications on or through the AOL Network without a "Prior Business
Relationship." For purposes of this Agreement, a "Prior Business Relationship"
shall mean that the AOL Member has either (i) purchased Products from ICP
through the AOL Network or (ii) voluntarily provided information to ICP through
a contest, registration, or other communication, which included clear and
conspicuous notice to the AOL Member that the information provided by the AOL
Member could result in an e-mail being sent to the AOL Member by ICP or its
agents. In any commercial e-mail communications to AOL Members which are
otherwise permitted hereunder, ICP shall provide the recipient with a prominent
and easy means to "opt-out" of receiving any future commercial e-mail
communications from ICP.
COLLECTION OF MEMBER INFORMATION. ICP is prohibited from collecting AOL Member
--------------------------------
screennames from public or private areas of the AOL Network, except as
specifically provided below. ICP shall ensure that any survey, questionnaire or
other means of collecting Member Information including, without limitation,
requests directed to specific AOL Member screennames and automated methods of
collecting screennames (an "Information Request") complies with (i) all
applicable laws and regulations, (ii) AOL's applicable Terms of Service, and
(iii) any privacy policies which have been issued by AOL in writing during the
Term (the "AOL Privacy Policies"). Each Information Request shall clearly and
conspicuously specify to the AOL Members at issue the purpose for which Member
Information collected through the
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CONFIDENTIAL
Information Request shall be used (the "Specified Purpose").
USE OF MEMBER INFORMATION. ICP shall restrict use of the Member Information
-------------------------
collected through an Information Request to the Specified Purpose. In no event
shall ICP (i) provide AOL Member names, screennames, addresses or other
identifying information ("Member Information") to any third party (except to the
extent specifically (a) permitted under the AOL Privacy Policies or (b)
authorized by the AOL Members in question) or (ii) otherwise use any Member
Information in contravention of the above section regarding "Solicitation of
Members."
VI. TREATMENT OF CLAIMS
LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER
---------
PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM BREACH OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE AOL
NETWORK OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO,
LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY,
"DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY SHALL REMAIN LIABLE TO THE OTHER
PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE
SUBJECT TO INDEMNIFICATION BELOW, EXCEPT AS PROVIDED BELOW IN THE "INDEMNITY"
SECTION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR MORE THAN THE
AGGREGATE AMOUNTS PAYABLE HEREUNDER IN THE YEAR IN WHICH LIABILITY ACCRUED;
PROVIDED THAT EACH PARTY SHALL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY
PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY UNDER THE PROVISIONS OF THIS
AGREEMENT.
NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
------------------------
NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL NETWORK, OR
ANY AOL PUBLISHING TOOLS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF PERFORMANCE, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, AOL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY
OF AOL NETWORK OR THE ICP INTERNET SITE.
INDEMNITY. Each Party will defend, indemnify, save and hold harmless the other
---------
Party and the officers, directors, agents, affiliates, distributors, franchisees
and employees of the other Party from any and all third party claims, demands,
liabilities, costs or expenses, including reasonable outside and in-house
attorney's fees ("Liabilities"), resulting from the indemnifying Party's
material breach of any obligation, duty, representation or warranty of this
Agreement, except where Liabilities result from the gross negligence or knowing
and willful misconduct of the other Party.
CLAIMS. Each Party agrees to (i) promptly notify the other Party in writing of
------
any indemnifiable claim and give the other Party the opportunity to defend or
negotiate a settlement of any such claim at such other Party's expense and (ii)
cooperate fully with the other Party, at that other Party's expense, in
defending or settling such claim. AOL reserves the right to assume the
exclusive defense and control of any matter otherwise subject to indemnification
by ICP hereunder.
ACKNOWLEDGMENT. AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS
--------------
AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN
THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS
CONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES
AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE
CIRCUMSTANCES AN EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL
BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR
UNENFORCEABLE PROVISION OF THIS AGREEMENT.
VII. MISCELLANEOUS
AUDITING RIGHTS. Each Party shall maintain complete, clear and accurate records
---------------
of all expenses, revenues, fees, transactions and related documentation
(including agreements) in connection with the performance of this Agreement
("Records"). All such Records shall be maintained for a minimum of five (5)
years following
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CONFIDENTIAL
termination of this Agreement. For the sole purpose of ensuring compliance with
this Agreement, each Party shall have the right, at its expense, to direct an
independent certified public accounting firm subject to strict confidentiality
restrictions to conduct a reasonable and necessary copying and inspection of
portions of the Records of the other Party which are directly related to amounts
payable to the Party requesting the audit pursuant to this Agreement. Any such
audit may be conducted after twenty (20) business days prior written notice,
subject to the following. Such audits shall not be made more frequently than
once every twelve months. No such audit of AOL shall occur during the period
beginning on June 1 and ending October 1. In lieu of providing access to its
Records as described above, a Party shall be entitled to provide the other Party
with a report from an independent certified public accounting firm confirming
the information to be derived from such Records.
EXCUSE. Neither Party shall be liable for, or be considered in breach of or
------
default under this Agreement on account of, any delay or failure to perform as
required by this Agreement as a result of any causes or conditions which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence.
INDEPENDENT CONTRACTORS. The Parties to this Agreement are independent
-----------------------
contractors. Neither Party is an agent, representative or partner of the other
Party. Neither Party shall have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party. This Agreement shall not be interpreted or
construed to create an association, agency, joint venture or partnership between
the Parties or to impose any liability attributable to such a relationship upon
either Party.
NOTICE. Any notice, approval, request, authorization, direction or other
------
communication under this Agreement will be given in writing and will be deemed
to have been delivered and given for all purposes (i) on the delivery date if
delivered by electronic mail on the AOL Network (to screenname "AOLNotice" in
the case of AOL) or by confirmed facsimile; (ii) on the delivery date if
delivered personally to the Party to whom the same is directed; (iii) one
business day after deposit with a commercial overnight carrier, with written
verification of receipt; or (iv) five business days after the mailing date,
whether or not actually received, if sent by U.S. mail, return receipt
requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available. In the case of AOL, such notice will
be provided to both the Senior Vice President for Business Affairs (fax no.
000-000-0000) and the Deputy General Counsel (fax no. 000-000-0000), each at the
address of AOL set forth in the first paragraph of this Agreement. In the case
of ICP, except as otherwise specified herein, the notice address shall be the
address for ICP set forth in the first paragraph of this Agreement, with the
other relevant notice information, including the recipient for notice and, as
applicable, such recipient's fax number or AOL e-mail address, to be as
reasonably identified by AOL.
NO WAIVER. The failure of either Party to insist upon or enforce strict
---------
performance by the other Party of any provision of this Agreement or to exercise
any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same shall be
and remain in full force and effect.
RETURN OF INFORMATION. Upon the expiration or termination of this Agreement,
---------------------
each Party shall, upon the written request of the other Party, return or destroy
(at the option of the Party receiving the request) all confidential information,
documents, manuals and other materials specified the other Party.
SURVIVAL. Sections IV, V, VI, and VII of this Exhibit C shall survive the
--------
completion, expiration, termination or cancellation of this Agreement.
ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and supersedes
----------------
any and all prior agreements of the Parties with respect to the transactions set
forth herein. Neither Party shall be bound by, and each Party specifically
objects to, any term, condition or other provision which is different from or in
addition to the provisions of this Agreement (whether or not it would materially
alter this Agreement) and which is proffered by the other Party in any
correspondence or other document, unless that Party to be bound thereby
specifically agrees to such provision in writing.
AMENDMENT. No change, amendment or modification of any provision of this
---------
Agreement shall be valid unless set forth in a written instrument signed by the
party subject to enforcement of such amendment.
FURTHER ASSURANCES. Each Party shall take such action (including, but not
------------------
limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by any other Party for the
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implementation or continuing performance of this Agreement.
CONSTRUCTION; SEVERABILITY. In the event that any provision of this Agreement
--------------------------
conflicts with the law under which this Agreement is to be construed or if any
such provision is held invalid by a court with jurisdiction over the Parties to
this Agreement, (i) such provision shall be deemed to be restated to reflect as
nearly as possible the original intentions of the Parties in accordance with
applicable law, and (ii) the remaining terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect.
REMEDIES. Except where otherwise specified, the rights and remedies granted to
--------
a Party under this Agreement are cumulative and in addition to, and not in lieu
of, any other rights or remedies which the Party may possess at law or in
equity.
APPLICABLE LAW; JURISDICTION. This Agreement shall be interpreted, construed
----------------------------
and enforced in all respects in accordance with the laws of the Commonwealth of
Virginia except for its conflicts of laws principles. Each Party irrevocably
consents to the exclusive jurisdiction of the courts of the Commonwealth of
Virginia and the federal courts situated in the Commonwealth of Virginia, in
connection with any action to enforce the provisions of this Agreement, to
recover damages or other relief for breach or default under this Agreement, or
otherwise arising under or by reason of this Agreement.
EXPORT CONTROLS. Both parties shall adhere to all applicable laws, regulations
---------------
and rules relating to the export of technical data and shall not export or re-
export any technical data, any products received from the other Party or the
direct product of such technical data to any proscribed country listed in such
applicable laws, regulations and rules unless properly authorized.
HEADINGS. The captions and headings used in this Agreement are inserted for
--------
convenience only and shall not affect the meaning or interpretation of this
Agreement.
COUNTERPARTS. This Agreement may be executed in counterparts, each of which
------------
shall be deemed an original and all of which together shall constitute one and
the same document.
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EXHIBIT D
---------
FORMAT FOR ICP'S PRESENCE ON THE AOL NETWORK
. Any ICP trademark or logo
. Any headline or picture from ICP content
. Any teaser, icon, link to ICP Internet Site or Welcome Mat
. Any other Content which originates from, describes or promotes ICP or ICP's
Content
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EXHIBIT E
---------
CERTIFICATION OF COMPLIANCE WITH COMMITMENTS
REGARDING PROMOTIONS
Pursuant to Section 3 of the Interactive Services Agreement between Multex, Inc.
("ICP") and America Online, Inc. ("AOL") dated as of ______________, 1998 (the
"Agreement"), the following report is delivered to AOL for the month ending
_____________ (the "Month"):
I. PROMOTIONAL COMMITMENTS
ICP hereby certifies to AOL that ICP completed the following promotional
commitments during the Month:
TYPE OF PROMOTION DATE(S) OF PROMOTION DURATION/CIRCULATION RELEVANT
OF PROMOTION CONTRACT
SECTION
----------------------------------------------------------------------------------------
1.
----------------------------------------------------------------------------------------
2.
----------------------------------------------------------------------------------------
3.
IN WITNESS WHEREOF, this Certificate has been executed this _____ day of
___________, 199___.
_____________________________________
By: _________________________________
Print Name: _________________________
Title: ______________________________
Date: _______________________________
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