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EXHIBIT 10.6
CUSTOM DISTRIBUTION AND TECHNOLOGY SERVICES AGREEMENT
THIS CUSTOM DISTRIBUTION AND TECHNOLOGY SERVICES AGREEMENT (the
"Agreement") is made as of the 15th day of July, 1999 (the "Effective Date"),
by and between NewsReal, Inc., a Delaware corporation ("NewsReal"), with its
principal place of business at 00 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX
00000, and Network Solutions, Inc., a Delaware corporation ("NSI"), with its
principal offices at 000 Xxxxxxx Xxxx Xxxxx, Xxxxxxx, XX 00000.
RECITALS:
1. NewsReal is an on-line provider of a business information service known as
CompanyWatch. NewsReal has developed and maintains a proprietary
computerized system (the "System") through which it processes content, data
and other information and offers various remote services, including but not
limited to delivery of processed information over the Internet to its
customers. NewsReal also provides custom information technology services to
adapt the System and its information services and products to meet specific
customer needs.
2. NSI is the leading Internet domain registration service provider worldwide
and intends to launch a Internet directory service branded as the dot com
directory(TM).
3. NSI and NewsReal desire to (1) introduce a customized version of
CompanyWatch (the "Service") to NSI's Users (as defined below) through a
co-branded Web site hosted by NewsReal on the Virtual Domain (as defined
below), and (2) have NewsReal integrate certain data and information owned
or licensed by NSI ("NSI Data") into the System and throughout NSI's Site
and the Service, in the manner contemplated by this Agreement.
In consideration of the mutual covenants and conditions herein set forth
and for other good and valuable consideration, receipt of which is hereby
acknowledged, and with the intent to be legally bound, NewsReal and NSI hereby
agree as follows.
A. DEFINITIONS
1. NSI's Site: As used herein, the term "NSI's Site" means the Internet World
Wide Web site owned and maintained by NSI known as "xxxxxxxxxxxxxxxx.xxx"
and which may be changed by NSI from time to time in its sole discretion.
2. NSI Users: As used herein, the term "NSI User" or "NSI Users" means persons
who access the Service by using Links within the NSI dot com directory
operated and maintained on NSI's Site.
3. Links: As used herein, the term "Link" or "Links" means hypertext links,
graphic devices, files or images, keyword search boxes or similar functions,
which access the Virtual Domain to be maintained by NewsReal pursuant to
this Agreement when activated by a NSI User.
4. NewsReal Site: As used herein, the term "NewsReal Site" means the Internet
World Wide Web site maintained by NewsReal for the purpose of providing
access to the Service, including any Virtual Domain required to be
maintained by NewsReal on behalf of NSI pursuant to this Agreement.
5. Service: As used herein, the term "Service" means NewsReal's business
information service known as CompanyWatch, including the features, benefits,
and information sources described in SCHEDULE C to this Agreement and as
more fully described in SCHEDULES A AND D hereto.
6. System: As used herein, the term "System" means the proprietary
computerized system developed, owned, operated and maintained by NewsReal
for the delivery of the Service.
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7. Virtual Domain: As used herein, the term "Virtua1 Domain" means a page or
segment of an Internet World Wide Web site, replicating the look and
character of NSI's Site and bearing the branding of both NSI and NewsReal.
8. NSI Data. The term "NSI Data" has the meaning set forth in the Recitals to
this Agreement.
X. XXXXX OF LIMITED LICENSE TO NSI; OBLIGATIONS AND RESPONSIBILITIES OF
NEWSREAL
1. Subject to the terms, conditions, and restrictions of this Agreement,
NewsReal grants NSI a nonexclusive, nontransferable, limited license to
permit NSI Users to access the Service through NSI's Site, the Virtual
Domain and the System. The foregoing license is solely for the purpose of
permitting NSI to allow NSI Users to access the Service in accordance with
this Agreement, and shall not be construed to grant a license to use, store
or distribute the Service or its content for any other purpose (including
NSI's branding, redistribution or resale of any content licensed or
distributed to NewsReal by third parties). By way of illustration and
without limiting the foregoing, the nonexclusive license granted NSI by
NewsReal does not permit NSI to distribute raw feeds of content licensed or
distributed to NewsReal or to make any portions of the Service available to
other third parties for inclusion in their products or services.
2. NewsReal will be responsible for providing the information and content
contained in the Service. The content currently provided in the Service is
listed in SCHEDULE C attached hereto. NewsReal may add, modify, or withdraw
information or content from the Service without notice at any time NSI
is granted the right to add to or suppress information or content included
in the Service, subject to the limitations and conditions contained in this
Agreement. The Service shall be provided in accordance with the requirements
stated in SCHEDULE D.
3. NSI acknowledges and agrees that NewsReal has the right to distribute and
provide access to other products and services that are comparable to the
Service through sources or systems other than NSI and that the rights
granted hereunder are not exclusive to NSI. Notwithstanding the foregoing
and during the term of this Agreement, NewsReal shall not provide the same
or similar services to any other Internet domain name registrar or registry,
as determined in NSI's sole discretion, which services result in the
creation of a directory service or product that is directly competitive with
the dot com directory. Nothing herein shall prevent NewsReal from entering
into an agreement with or rendering services to or on behalf of any other
Internet domain name registrar or registry for any purpose that is not
directly competitive with the dot com directory.
4. NewsReal hereby grants NSI the right to install and maintain Links from
NSI's Site to the NewsReal Site, subject to the terms and conditions of this
Agreement. The respective icons, URLs and logos of NewsReal as screen
indicators of the Links shall be provided by NewsReal according to the
specifications and placement, artwork and design supplied by NewsReal and
agreed to by NSI.
5. NewsReal agrees to create, host, and maintain, on servers operated and
maintained by or at the direction of NewsReal, a Virtual Domain that
replicates the look and character of NSI's Site, as provided in SCHEDULE A
The appearance of the Virtual Domain created pursuant to this Agreement
shall be subject to the approval of NSI to the extent provided in SCHEDULE
A. NewsReal will not remove any copyright notice or disclaimer included in
or appended to the NSI Site or any other information provided by NSI
pursuant to this Agreement. NewsReal agrees not to alter, modify or change
any of the information contained in the NSI Site, NSI Data Data without the
prior written authorization of NSI.
6. NewsReal will provide reports to NSI within forty five (45) days following
the end of each calendar quarter during the term of this Agreement. The
information contained in these reports shall contain at a minimum all
information regarding traffic and page views by NSI Users accessing the
Service via
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NSI's Site (including but not limited to which portion of the NewsReal Site
such traffic was generated), and the associated net advertising revenue
generated during the period.
7. NewsReal shall provide service and support for the Service to NSI as
provided in SCHEDULES A AND D.
8. Subject to the license granted by this Agreement, NewsReal reserves and
retains all right, title, and interest, including but not limited to all
copyright and other intellectual property rights, in and to the Service and
the System
9. NewsRea1 shall provide NSI with the Basic Services described in SCHEDULE A,
which shall include, without limitation, the following:
a. NewsReal shall operate, manage and maintain the System in accordance
with the terms of this Agreement.
b. NewsReal shall provide for NSI's use of two (2) copies of NewsReal's
standard partner documentation describing the use and operation of the
Service and the System.
c. Subject to Section C hereof, NewsReal shall correct any errors in the
System, or related reports or other output that come to NewsReal's
attention.
When such errors are attributable to either malfunctions of NewsReal's
equipment or System or errors of NewsReal's operators, programmers, or other
personnel, NewsReal shall take such action without charge; otherwise, such
action shall be taken as an Additional Service (defined in SCHEDULE A).
10. If NSI requests NewsReal to perform any Service that is not a Basic Service,
then NewsReal shall provide and NSI shall pay for such service ("Additional
Service") upon mutually agreeable terms and conditions or as otherwise
specified in SCHEDULE A.
11. NewsReal or its agents shall sell and serve advertising of third parties on
the Virtual Domain, unless the parties agree otherwise in writing. Any
additional provisions relating to the sale and serving of advertising on the
Virtual Domain shall be set forth in SCHEDULE X.
X. XXXXX OF LIMITED LICENSE TO NEWSREAL; OBLIGATIONS AND RESPONSIBILITIES
OF NSI.
1. Subject to the terms, conditions, and restrictions of this Agreement, NSI
grants NewsReal a nonexclusive, nontransferable, limited license to
integrate the NSI Data into the System to create a Service customized for
NSI Users. Except as otherwise provided in section C.2 below, the foregoing
license is for the purpose of creating the Service through a co-branded Web
Site hosted by NewsReal on the Virtual Domain to permit NSI Users to access
the Service through NSI's Site, the Virtual Domain and the System in
accordance with this Agreement, and shall not be construed to grant a
license to use, store or distribute the NSI Data for any other purpose
(including NewsReal's branding, redistribution or resale of any content
licensed to NSI by third parties). By way of illustration and without
limiting the foregoing, the license granted NewsReal by NSI does not permit
NewsReal to distribute raw feeds of the NSI Data licensed to NewsReal or to
make any portions of the NSI Data available to other third parties for
inclusion in their products or services. NSI will use all commercially
reasonable efforts to promote and encourage NSI User access to the Service.
2. Notwithstanding anything herein to the contrary and subject to the
limitations on redistribution of NSI Data contained in section C 1 hereof,
NSI grants NewsReal a nonexclusive, nontransferable, limited license, and
NewsReal agrees to use commercially reasonable efforts, to redistribute and
integrate NSI's dot com directory with and into other co-branded Web sites
hosted by NewsReal across its network of business partners. Both parties
shall use commercially reasonable efforts to enter into agreements with
third parties that are required to permit such redistribution and
integration.
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3. NSI will not remove any copyright notice or disclaimer included in or
appended to the Service, the Virtual Domain or any other information
provided by NewsReal pursuant to this Agreement
4. NSI agrees not to alter, modify or change any of the information contained
in the Service without the prior written authorization of NewsReal. NSI may,
however, choose not to display every story or article on the Service. Any
approved changes made by NSI are the sole responsibility of the NSI.
5. NSI acknowledges and agrees that NewsReal may sell and display advertising
on the Virtual Domain, including but not limited to such advertising as
banner ads and sponsorships, as further provided in SCHEDULE A.
6. NSI agrees that if this Agreement is terminated pursuant to paragraph 1
hereunder, the Service and the System shall not be used, sold or otherwise
distributed by NSI or NSI Users following the effective date of termination
7. NSI hereby grants NewsReal the right to install and maintain a Link from the
NewsReal Site to NSI's Site, subject to the terms and conditions of this
Agreement. The respective icons, URLs and logos of NSI as screen indicators
of the Link shall be provided by NSI according to the specifications and
placement, artwork and design supplied by NSI and agreed to by NewsReal
8. NSI shall cooperate with NewsReal with regard to the performance of
NewsReal's obligations hereunder, including (without limitation), and in
each instance subject to normal security requirements and in a manner that
is not unnecessarily disruptive to NSI's business operations, by providing
to NewsReal such information, data, approvals, and acceptances as may be
reasonable to permit NewsReal to provide the Basic Services and Additional
Services hereunder
9. NSI shall be solely responsible for the quality and accuracy of all data,
including, without limitation, the NSI Data, provided to NewsReal
Notwithstanding the foregoing, the NSI Data is licensed on an "AS IS" basis
without guarantee. NSI shall, in a commercially reasonable manner, check
exception reports to verify that all file maintenance entries and
transactions were correctly entered. NSI shall be responsible for initiating
timely remedial action to correct any improperly processed data that these
reviews disclose. If NSI does not provide its data to NewsReal in accordance
with NewsReal's specified format and schedule, NewsReal shall use reasonable
efforts to reschedule and process the data as promptly as possible
D. USE OF BRANDING.
1. The use of trademarks, trade names, and logos of the parties on the Virtual
Domain shall be as specified in SCHEDULE B
2. NewsReal agrees not to use or display any trademark, trade name, or logo of
NSI in any manner, except as permitted by this Agreement
3. NSI agrees not to use or display any trademark, trade name, or logo of
NewsReal in any manner, except as permitted by this Agreement
4. NSI agrees to provide NewsReal with branding on pages wherein NewsReal
content is provided in response to a search request to the same extent and
in approximately the same location as NSI offers branding to NSI's other
content providers
E. PAYMENTS
1. Payments to be made by NewsReal to NSI and by NSI to NewsReal shall be made
as described in SCHEDULE A.
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2. Any payments required to be made by NewsReal to NSI under this Agreement,
including without limitation any payments referred to in SCHEDULE A, shall
be made within thirty (30) days of the end of the month or satisfaction of a
milestone event in which the revenue or fees are collected.
3. NewsReal shall notify NSI regarding any changes in the cost of the Service
for each subsequent renewal term, if any, of this Agreement, no later than
ninety (90) days prior to the start of each such renewal term. In the event
the cost of the Service increases for any renewal term, NSI may terminate
this Agreement pursuant to Section I.4 below.
F. CONFIDENTIAL INFORMATION
1. Either NewsReal or NSI may disclose to the other certain information that
the disclosing party deems to be confidential and proprietary ("Confidential
Information") Such Confidential Information will be clearly and
conspicuously identified at the time of its first disclosure to the
receiving party or if provided orally it will be identified as Confidential
Information at the time of disclosure and confirmed in a summary writing to
the receiving party within a reasonable time after the disclosure. Such
Confidential Information includes, but is not limited to, the terms of this
Agreement, documentation related to the Service, the NSI Data, and technical
and other business information of NewsReal and NSI that is not available to
the general public.
2. The party receiving Confidential Information agrees not to disclose such
information to persons or entities other than that party's officers,
directors, employees, agents, attorneys, or contractors with a need to know
such information, for a period of two (2) years following the date on which
this Agreement is terminated. Further, the parties agree not to use
Confidential Information they receive for any purpose other than the
formation or performance of this Agreement. The receiving party shall be
liable for any improper use or disclosure of Confidential Information by any
officer, director, employee, agent, or contractor to whom such information
is disclosed.
3. Within fourteen (14) days of the date on which a written request therefore
is received from the disclosing party, the receiving party shall return all
Confidential Information together with all materials in any media or format
whatsoever which contain such Confidential Information or certify
destruction of such Confidential Information and not retain any copies of
the same.
4. The receiving party will not be required to keep confidential information
that (i) is becomes known to the general public without fault on its part;
(ii) is already in the receiving party's possession prior to its receipt
from the disclosing party; (iii) is independently developed by the receiving
party, without the use of any Confidential Information; or (iv) is provided
to the receiving party by third parties not subject to any nondisclosure or
confidentiality agreement with the disclosing party.
5. The receiving party may disclose Confidential Information in a manner not
otherwise permitted by this Agreement if prior written authorization is
obtained from the disclosing party. The receiving party may also disclose
confidential information in response to any order, warrant, subpoena, or
other form of legally enforceable demand, provided that prior written notice
of such a demand is given to the disclosing party as soon as practicable, in
order to permit the disclosing party to seek an order limiting or preventing
disclosure.
6. Nothing herein shall be deemed to alter or modify the terms and conditions
of the letter of confidentiality between the parties dated May 13, 1999 (the
"Confidentiality Letter"), concerning a possible investment in NewsReal by
NSI. To the extent any of the terms and conditions herein conflict with
those in the Confidentiality Letter, the terms and conditions of the
Confidentiality Letter shall govern.
G. WARRANTIES AND DISCLAIMERS
1. NewsReal represents and warrants to NSI that:
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(a) Its entry into this Agreement does not violate any agreement with any
other party.
(b) The use of the Service and any of NewsReal marks licensed hereunder as
contemplated by this Agreement does not infringe any trade name,
trademark, service xxxx, copyright or patent.
(c) The delivery or use of the Service does not invade or violate any right
to privacy, personal or proprietary right, or other common law or
statutory right of any person.
(d) Its performance under this Agreement and the use of the Service by NSI
anticipated by this Agreement conforms to all applicable laws and
government rules and regulations.
2. NSI represents and warrants that:
(a) Its entry into this Agreement does not violate any agreement with any
other party.
(b) Its performance under this Agreement will conform to applicable laws and
government rules and regulations.
(c) The use of the NSI marks as contemplated by this Agreement does not
infringe any trade name, trademark, service xxxx, copyright or patent.
3. THE PARTIES AGREE THAT THE WARRANTIES STATED HEREIN ARE EXCLUSIVE AND THAT
THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE RELATING TO ANY MATTERS IN THIS AGREEMENT INCLUDING,
WITHOUT LIMITATION, THE SERVICE, THE SYSTEM, THE NSI DATA OR ANY OTHER
COMPUTER OR TECHNICAL RESOURCES PROVIDED BY EITHER PARTY.
4. THE PARTIES AGREE THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY
WARRANTS THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE
SERVICE OR PROVIDED HEREUNDER AND NEITHER PARTY SHALL BE LIABLE IN ANY
MANNER TO THE OTHER PARTY BASED ON ANY USE OF THE INFORMATION PROVIDED UNDER
THE SERVICE OR THE DATA BEING INTEGRATED HEREUNDER. FURTHER, NEWSREAL SHALL
NOT BE LIABLE FOR ANY DELAY, INACCURACY, ERROR OR OMISSION IN THE
INFORMATION PROVIDED UNDER THE SERVICE OR RESULTING FROM THE TRANSMISSION,
DELIVERY OF, OR ANY FAILURE TO DELIVER ANY PART OF THE SERVICE. HOWEVER,
SUCH DELAYS, ERRORS, OMISSIONS, OR FAILURES TO DELIVER AS TO ALL OR PART OF
THE SERVICE MAY RESULT IN THE TERMINATION OF THIS AGREEMENT PURSUANT TO
SECTION 1 BELOW.
5. THE PARTIES AGREE AND ACKNOWLEDGE THAT NSI DOES NOT WARRANT THE PERFORMANCE
OF NSI'S COMPUTING AND DISTRIBUTION SYSTEM AND NSI SHALL NOT BE LIABLE IN
ANY MANNER TO NEWSREAL FOR FAILURES OF THAT SYSTEM, OR FOR ANY DELAY,
INACCURACY, ERROR, FAILURE OR OMISSION RELATED TO THE PERFORMANCE OF THAT
SYSTEM. HOWEVER, SUCH DELAYS, ERRORS, OMISSIONS, OR FAILURES TO DELIVER AS
TO ALL OR PART OF THE SERVICE MAY RESULT IN THE TERMINATION OF THIS
AGREEMENT PURSUANT TO SECTION 1.
H. LIMITATION OF LIABILITY AND INDEMNIFICATION
1. Neither party shall be liable to the other in any event for any damages,
direct or indirect, including, but not limited to, damages and losses
resulting from loss of data, loss of profits arising out of this Agreement,
or for any incidental or consequential damages, even if advised to the
possibility at such damage, except as set forth herein. However, nothing in
this section shall be construed to prevent either party from seeking
indemnification or contribution from the other, in the event that one party
is required to pay any third party based on a claim that arises in whole or
in part from the conduct of the other party.
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2. In the event any third person or entity asserts any claim, suit loss,
liability, obligation, demand, damages or expenses against NSI based upon a
breach of any warranty made by NewsReal described in this Agreement,
NewsReal hereby agrees to defend, indemnify and hold NSI and its parents,
subsidiaries, directors, officers, employees and shareholders harmless from
and against any and all such claims. NewsReal's obligation to indemnify NSI
hereunder shall be conditioned upon (a) NSI providing NewsReal with prompt
notice of any claim, which notice shall in any event be given in enough time
to allow NewsReal to defend such claim, (b) NSI fully cooperating with
NewsReal at NewsReal's expense in defense of the claim, and (c) NSI allowing
NewsReal to control the defense including any potential settlement of
claims, provided that NSI shall be notified of any have the right to approve
or disapprove any settlement.
3 In the event any person or entity asserts any claim, suit, loss, liability,
obligation, demand, damages or expenses against NewsReal based upon a breach
of any warranty by NSI described in the Agreement, NSI hereby agrees to
defend, indemnify, and hold NewsReal and its parents, subsidiaries,
directors, officers, employees and shareholders harmless from and against
any and all such claims. NSI's obligation to indemnify NewsReal hereunder
shall be conditioned upon (a) NewsReal providing NSI with prompt notice of
such claims, which notice shall in any event be given in enough time to
allow NSI to defend such claims, (b) NewsReal fully cooperating with NSI at
NSI's expense in the defense of such claims, and (c) NewsReal allowing NSI
to control the defense including any potential settlement of such claims,
provided that NewsReal shall be notified of any have the right to approve or
disapprove any settlement.
I. TERM AND TERMINATION
1. This Agreement shall be effective from the date set forth in SCHEDULE A and
shall continue in force for an initial term as set forth in SCHEDULE A
attached hereto.
2. Either party shall have the right to terminate this Agreement if the other
party is in default of any obligation herein, which default is incapable of
cure or which, being capable of cure, has not been cured within thirty (30)
days after receipt of written notice of such default from the non-defaulting
party, or within such additional cure period as the non-defaulting party may
authorize.
3. Either party may terminate this Agreement by written notice to the other,
and may regard the other as in default of this Agreement, if the other party
becomes insolvent, makes a general assignment for the benefit of creditors,
suffers or permits the appointment of a receiver for its business or assets,
initiates or becomes subject to any proceeding under any bankruptcy or
insolvency law, and has wound up or liquidated its business. Debts and
credits outstanding as of the date of termination between the parties shall
survive termination for any cause.
4. Either Party shall have the right to terminate this Agreement at any time on
thirty (30) days prior written notice to the Other Party if the ability of
NewsReal to provide the Service or NSI to license the NSI Data is
substantially impeded by the request or actions of any federal or state
regulatory agency or if the cost of the Service increases for any renewal
term.
5. The rights and obligations provided by the following sections of this
Agreement shall survive its termination section F, section 1, section M, and
section N.
J. ADVERTISING AND PROMOTIONAL MATERIALS
1. Each party agrees to submit to the other party for written approval all
advertising or other promotional materials, including press releases, that
use company names, service marks, or trademarks of the other party or make
reference to any understanding or relationship in this Agreement, no fewer
than two (2) days before proposed use. Such approval will not be
unreasonably withheld. Unless notice of approval or disapproval is received
within one (1) day of receipt of advertising or other promotional materials,
approval will be considered granted.
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2. The parties agree to create a plan to announce the launch and availability
of the Service on NSI's Site, through separate press releases or a joint
press release as mutually agreed by the parties, and on a release date as
mutually agreed. The release date of such announcement(s) shall be prior to
or coinciding with the availability of the Service or such other date as
mutually agreed.
K. FORCE MAJEURE
Neither party shall be liable for delay or default in the performance of its
obligations under this Agreement if such delay or default is caused by
conditions beyond its control, including but not limited to unanticipated
interruptions in services to and access from Internet service providers for
either party, fire, flood, accident, storm, acts of war, riot, government
interference, strikes or walkouts.
L. NOTICES
1. All notices and other communications hereunder shall be in writing and shall
be deemed to have been duly delivered: (a) on the day they are delivered
personally; (b) three (3) business days after having been sent by registered
or certified mail, return receipt requested, postage and charges prepaid;
(c) one business day after deposit with a commercial overnight carrier, with
written verification of receipt, or (d) one business day after delivery by
facsimile, with written confirmation of message delivery.
2 Notices required to be provided by this Agreement shall be delivered to the
following addresses, or to such other address as either party hereafter
designates in writing as its notice address:
(a) If to NewsReal:
NewsReal, Inc.
Attention: Chief Financial Officer or General Counsel
00 Xxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax No 000-000-0000
(b) If to NSI:
Network Solutions, Inc.
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
ATTN: General Counsel
Fax #: 000-000-0000
M. ATTORNEYS' FEES
Should any action be brought by either party to enforce the provisions of
this Agreement, the prevailing party, whether by settlement, adjudication,
or arbitration, shall have the right to collect reasonable attorneys' fees
and costs from the nonprevailing party.
N. GENERAL TERMS AND CONDITIONS
1. 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, to incur any obligation or liability for, or to otherwise bind
the other
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party. This Agreement shall not be interpreted or construed to create an
association, joint venture, or partnership between the parties, or to impose
any partnership obligation or liability on either party.
2. Neither party may assign this Agreement without the written consent of the
other party, provided, however, this entire Agreement may be assigned
without the other party's consent to a successor entity in the event such
successor receives substantially all of such party's assets by merger,
consolidation, or purchase, and provided that such successor (a) is not a
direct competitor of the non-assigning party, and (b) has financial assets
equal to or greater than that of the assigning party, and (c) is bound by
law or written agreement to all of the obligations of the assigning party
under this Agreement.
3. No modification, amendment, novation, or renewal of this Agreement will be
effective unless set forth in a writing signed by both parties. No waiver of
any right or obligation under this Agreement will be effective against
unless set forth in a writing signed by both parties.
4 In case one or more of the provisions of this Agreement shall be deemed
illegal, invalid, or unenforceable, such illegality, invalidity, or
unenforceability shall not affect the other provisions of this Agreement.
5. The terms and conditions of this Agreement will be construed in accordance
with the laws of the Commonwealth of Virginia.
6. This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements or understandings with respect to the
subject matter hereof.
7. The headings used in this document are for convenience only and are not to
be construed to have legal significance.
[Signatures are on the next page.]
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IN WITNESS WHEREOF, this Agreement has been duly executed by an authorized
officer of the undersigned parties as of the last date set forth on SCHEDULE A
attached hereto.
NEWSREAL, INC. Network Solutions, Inc.
By: /s/ XXXXX X. XXXXXXXX By: /s/ XXXXXXX XXXXXXX
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Name. Xxxxx X. Xxxxxxxx Name. Xxxxxxx Xxxxxxx
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Title: President & CEO Title: SR VP
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Date: 14 JULY 99 Date: 7/14/99
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