Exhibit 17
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this "AGREEMENT") is entered into as of
May 7, 2002 (the "EFFECTIVE DATE") by and between ACNielsen Corporation, a
Delaware corporation with a place of business at 000 Xxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxx ("ACNIELSEN"), NetRatings, Inc., a Delaware corporation with its
principal place of business at 000 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx, 00000
("NETRATINGS"), and ACNielsen xXxxxxxx.xxx, a Delaware corporation with its
principal place of business at 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx
("ERATINGS" and, together with ACNielsen and NetRatings, the "PARTIES"). In
consideration of the mutual promises contained in this Agreement, the Parties
hereby agree as follows:
1. SERVICES AND RELATIONSHIP.
a. ACNielsen and/or one or more of its subsidiaries (collectively,
the "ACNIELSEN GROUP") shall render to the eRatings Business (as
defined below) the services set forth herein (the "SERVICES") on
the terms and subject to the conditions set forth in this
Agreement. For the purposes of this Agreement, the "ERATINGS
BUSINESS" means the business and operations actually conducted
by eRatings on the date of this Agreement, at the specific
locations in the Operating Locations at which such business and
operations are conducted on the date of this Agreement, whether
such business and operations continue to be conducted by
eRatings, are conducted by one or more subsidiaries of eRatings
or XXXXX.xXxxxxxx.xxx or Mediatemetrie xXxxxxxx.xxx or are
conducted by NetRatings or one or more subsidiaries of
NetRatings. The obligation of the ACNielsen Group to provide the
Services hereunder shall be to provide such Services at
substantially the levels at which they are being provided on the
date of this Agreement. The Services shall consist of:
i. Making available to the eRatings Business during the
Term (as defined in Section 6), on the terms and subject
to the conditions set forth herein, the services of the
individuals listed on Exhibit A hereto (the "DEDICATED
EMPLOYEES"), each of whom is currently an employee of a
member of the ACNielsen Group and each of whom currently
is dedicated to, and performs services only for
eRatings. The services currently being provided to
eRatings by the Dedicated Employees include, without
limitation, (A) marketing services, including sales
leads, introducing potential clients, and assisting in
client relations issues; and (B) Internet measurement
panel enumeration and management services. With respect
to any individual listed on Exhibit A hereto, the
ACNeilsen Group shall cease to be obligated to make the
services of such individual available to the eRatings
Business as a Dedicated Employee and, subject to the
express terms and conditions hereof eRatings and
NetRatings shall cease to be obligated to pay for such
services hereunder, on the earliest to occur of (1) the
date he or she ceases to be an employee of the ACNielsen
Group, (2) the date he or he or she otherwise ceases to
be
dedicated to, and perform services only for the eRatings
Business, (3) the expiration of the Decision Period or,
if applicable, the expiration of the Termination Period,
following the delivery by eRatings of a Waiver Notice
(as defined in Section 5(a)(vi)) as to such Dedicated
Employee and (4) the expiration of the Term.
ii. The services (other than those contemplated by Section
1(a)(i) above) which are being provided by the ACNielsen
Group to eRatings as of June 30, 2001, including,
without limitation, the shared services (the "SHARED
SERVICES") described on Exhibit B hereto.
b. The Services shall be provided in the countries listed on
Exhibit C hereto (each, an "OPERATING LOCATION") by one or more
members of the ACNielsen Group which conduct(s) business in that
Operating Location. To the extent the Parties agree that it
would be mutually beneficial, the relevant entities in an
Operating Location may enter into a separate agreement between
such parties covering the Services to be provided in such
Operating Location; provided, that such separate agreement shall
reflect the terms and conditions set forth in this Agreement and
shall include a provision which provides that, in the event of a
conflict between the terms and conditions of such other
agreement and this Agreement, the terms and conditions of this
Agreement shall control.
c. eRatings or NetRatings shall designate in each Operating
Location a representative who shall be authorized to request the
Services in writing from time to time.
2. RELATIONSHIP OF THE PARTIES. The relationship of the various members of
the ACNielsen Group, on the one hand, to eRatings, NetRatings and the
eRatings Business, on the other, is that of an independent contractor,
and this Agreement shall not be construed as creating any other sort of
business relationship, including without limitation, an employment,
agency, partnership or joint venture relationship.
3. CONSIDERATION. eRatings and NetRatings, jointly and severally agree to
pay the ACNielsen Group for the Services the consideration determined as
set forth on Exhibit D hereto. Upon eRating's or NetRatings' request,
the ACNielsen Group shall make available to them reasonable supporting
documentation evidencing the direct costs described on Exhibit D hereto.
4. PAYMENT TERMS.
a. The ACNielsen Group shall invoice eRatings and NetRatings
quarterly in arrears. Upon request, the ACNielsen Group will
provide commercially reasonable detail to support the charges
included in an invoice. Invoices properly rendered hereunder
shall be payable within ninety (90) days of receipt. All amounts
billed hereunder shall be denominated in the currency local to
the entity of the ACNielsen Group which presents the invoice.
Disputed amounts shall not affect payment of non-disputed
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amounts. eRatings and NetRatings shall pay any applicable
tariff, duty, tax, or like charge, however designated, imposed
by any government with respect to the Services.
b. NetRatings and eRatings shall have the right, at their sole cost
and expense, during reasonable business hours and upon
reasonable advance notice to review the computer printouts and
reports and other books and records of the ACNielsen Group to
the extent that the same relate to the Services provided by the
ACNielsen Group hereunder; provided, that the right granted to
NetRatings and eRatings under this Section 4(b) shall not be
exercised in total more frequently than once per calendar
quarter.
5. DEDICATED EMPLOYEE MATTERS.
a. With respect to each Dedicated Employee, during the period
beginning on the Effective Date and ending on the earlier to
occur of (1) the expiration of the Term and (2) such employee's
Offer Expiration Date (as defined in Section 5(c)):
i. Subject to (x) applicable laws and regulations, (y) the
written employment policies of the ACNielsen Group as in
effect from time to time and (z) any contract or
agreement in effect on the date hereof or hereafter
consented to by NetRatings governing such Dedicated
Employee's employment with the ACNielsen Group, the
ACNielsen Group shall not without the consent of
NetRatings (such consent not to be unreasonably withheld
or delayed) terminate such Dedicated Employee's
employment with the ACNielsen Group.
ii. The ACNielsen Group shall not without the consent of
NetRatings (such consent not to be unreasonably withheld
or delayed) modify such Dedicated Employee's salary,
benefits, perquisites or other compensation as in the
effect on the date hereof other than (w) as required by
any applicable contract or agreement in effect on the
date hereof or entered into after the date hereof with
the consent of NetRatings, (x) in the ordinary course of
business in accordance with past practice, (y) in
connection with changes to benefit plans and
arrangements maintained by the ACNielsen Group and in
which such Dedicated Employee participates, which
changes affect such Dedicated Employee and other
employees of the ACNielsen Group generally or (z) in
accordance with applicable laws and regulations.
iii. The ACNielsen Group shall not, without the prior written
consent of NetRatings, solicit, encourage or request any
Dedicated Employee, or otherwise affirmatively take
steps to cause any Dedicated Employee, to cease to be
dedicated to, and perform services only for the eRatings
Business.
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iv. Subject to applicable laws and regulations, the
ACNielsen Group shall otherwise comply with the
reasonable written requests of NetRatings and eRatings
as to such Dedicated Employee, including, without
limitation, as to his or her compensation, benefits,
perquisites and other compensation; provided, that the
ACNielsen Group shall under no circumstances be
obligated to terminate the employment of any Dedicated
Employee at the direction of eRatings or NetRatings.
v. If eRatings or NetRatings determine that the eRatings
Business no longer desires that the services of such
Dedicated Employee be made available to the eRatings
Business under this Agreement, NetRatings may deliver a
written notice to that effect (a "WAIVER NOTICE") to
ACNielsen. During the 30-day period following the date
of delivery of a Waiver Notice (the "DECISION PERIOD"),
the ACNielsen Group (x) may but shall not be obligated
to) deliver written notice (a "DEDICATED EMPLOYEE
TERMINATION NOTICE") to NetRatings notifying NetRatings
that the ACNielsen group desires to terminate the
employment with the ACNielsen Group of one or more of
the individuals covered by the Waiver Notice (any such
individual, an "IDENTIFIED DEDICATED EMPLOYEE") and (y)
shall, if it exercises its option under the preceding
clause (x) with respect to any such Identified Dedicated
Employee, notify each such Identified Employee that his
or her employment with the ACNielsen Group is to be
terminated and in good faith begin and thereafter pursue
all appropriate proceedings and actions (including the
observance of any relevant notice periods and other
formalities) under applicable contracts, agreements,
statutes, laws, treaties and regulations to effect the
termination of each such Identified Employee in
accordance therewith.
vi. During the 30-day period (the "FINAL DECISION PERIOD")
immediately following the date the Term expires or, if
it occurs earlier the date of termination of this
Agreement under Section 7, the ACNielsen Group (x) may
(but shall not be obligated to) deliver written notice
(a "DEDICATED EMPLOYEE TERMINATION NOTICE") to
NetRatings that the ACNielsen Group desires to terminate
the employment with the ACNielsen Group of one or more
of the Dedicated Employees (any such individual, an
"IDENTIFIED DEDICATED EMPLOYEE") and (y) shall, if it
exercises its option under the preceding clause (x) with
respect to any such Identified Dedicated Employee,
notify each such Identified Employee that his or her
employment with the ACNielsen Group is to be terminated
and in good faith begin and thereafter pursue all
appropriate proceedings and actions (including the
observance of any relevant notice periods and other
formalities) under applicable contracts, agreements,
statutes, laws, treaties and regulations to effect the
termination of each such Identified Employee in
accordance therewith.
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vii. For the purposes of this Agreement, the "TERMINATION
PERIOD" with respect to any Identified Dedicated
Employee means the period beginning on the date a
Dedicated Employee Termination Notice covering him or
her is delivered by the ACNielsen Group and ending on
the date that his or her employment with the ACNielsen
Group is terminated as contemplated by clause (y) of the
final sentence of Section 5(a)(v) or clause (y) of the
final sentence of Section 5(a)(vi), as applicable.
viii. Notwithstanding anything to the contrary provided in
this Agreement, eRatings and NetRatings shall remain
obligated to make payments to the ACNielsen Group as
contemplated by Annex D with respect to any Dedicated
Employee (x) during his or her Decision Period or Final
Decision Period (as applicable) and, (y) if applicable,
during his or her Termination Period.
b. In the event that, during the Term a Dedicated Employee shall
cease to be employed by the ACNielsen Group due to his or her
retirement, death, disability or voluntary termination of
employment, the ACNielsen Group agrees to cooperate with
eRatings and NetRatings to the extent that the ACNielsen Group
determines in good faith it to be reasonably practicable and
appropriate to work with eRatings and NetRatings (at their cost
and expense) to identify and employ an appropriate replacement
individual to provide to the eRatings Business the Services
previously provided by such Dedicated Employee.
c. From time to time during the Transition Period, NetRatings may
deliver to ACNielsen a written notice (an "EMPLOYEE CONVERSION
NOTICE") identifying one or more Dedicated Employees who
NetRatings desires to be converted from employees of the
ACNielsen Group to employees of the eRatings Business in
accordance with this Section 5. Promptly after receipt by
ACNielsen of an Employee Conversion Notice, ACNielsen will
inform each Dedicated Employee that is covered thereby that
NetRatings has requested that such Dedicated Employee cease to
be an employee of the ACNielsen Group and become an employee of
the eRatings Business. Thereafter, NetRatings may negotiate with
any such Dedicated Employee to arrive at terms and conditions
(including, without limitation, relating to salary, benefits,
perquisites and similar matters) mutually satisfactory to
NetRatings and such Dedicated Employee and on which he or she
would accept employment with the eRatings Business. For the
purposes of this Agreement, any Dedicated Employee's "OFFER
EXPIRATION DATE" means the 30th day following the date on which
NetRatings delivers an Employee Conversion Notice with respect
to such Dedicated Employee.
d. For the purposes of this Agreement, the term "INDEMNIFIED
SEVERANCE COSTS" means any and all liabilities, damages,
proceedings, claims, fines, costs and expenses (including,
without limitation, severance payments), including, without
limitation, reasonable attorneys fees, arising out of or in
connection with, directly or indirectly, the cessation of the
employment with the ACNielsen Group of any individual listed on
Exhibit A hereto unless such cessation of employment (x) is
effected by the
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ACNielsen Group in breach of Section 5(a)(i) hereof, (y) is
effected by ACNielsen in a manner that constitutes a willful or
grossly negligent violation of applicable laws and regulations,
or (z) if eRatings delivers a Waiver Notice covering such
individual and the ACNielsen Group does not deliver a related
Dedicated Employee Termination Notice with respect to such
individual, occurs after the expiration of his or her Decision
Period. In the event that (i) NetRatings or eRatings actually
pays any Indemnified Severance Costs to ACNielsen hereunder in
connection with the cessation with the ACNielsen Group of any
Dedicated Employee, and (ii) such Dedicated Employee is rehired
by a member of the ACNielsen Group within one year following the
date on which such Dedicated Employee's employment with the
ACNielsen Group ceased, then ACNielsen shall reimburse
NetRatings or eRatings (as applicable) for all such Indemnified
Severance Costs actually paid to ACNielsen thereby.
e. ACNielsen agrees to reasonably cooperate with NetRatings and
eRatings to provide assistance to the eRatings Business in
connection with any investigation by the eRatings Business of
any investigation of any illegal or fraudulent activities,
security breaches or similar situations relating to the eRatings
Business or the Services hereunder and which involve one or more
Dedicated Employees.
f. The ACNielsen Group shall comply in all material respects with
federal, state, county, local and other foreign and domestic
laws that are applicable to the employment by the ACNielsen
Group of the Dedicated Employees, including, without limitation,
applicable wage and hour laws, applicable health and safety
laws, applicable family and medical leave laws, applicable
military leave laws and workers compensation laws, including
without limitation, any applicable law or regulation that
requires the ACNielsen Group to provide specified workers
compensation insurance or other specified insurance coverage.
ACNielsen agrees to indemnify NetRatings and eRatings and their
respective officers, directors, employees and agents from and
against all liabilities and claims arising from, resulting from
or relating to any material breach by the ACNielsen Group of the
covenant set forth in the immediately preceding sentence.
6. TERM. This term of Agreement (the "TERM") shall commence on the
Effective Date and shall continue until the fifth anniversary of the
Effective Date, unless sooner terminated as provided in Section 8 below.
7. STANDARD OF SERVICES. The ACNielsen Group shall provide the Services to
the eRatings Business with substantially the same level of timeliness,
competence and skill as it provides substantially similar services to
itself and its affiliates.
8. TERMINATION.
a. This Agreement may be terminated at any time during the Term (a)
by the mutual written consent of the Parties or (b) by either
Party upon a material breach by the
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other Party, which breach remains uncured for ninety (90) days
after written notice thereof. Material breach includes, without
limitation: (a) failing to pay invoices when due or (b) becoming
insolvent, making a general assignment for the benefit of
creditors, suffering or permitting the appointment of a receiver
for its business or assets, becoming subject to any proceeding
under any bankruptcy or insolvency law, whether domestic or
foreign (where such proceeding is not dismissed within ninety
(90) days), or having wound up or liquidated, voluntarily or
otherwise.
b. ACNielsen may terminate this Agreement at any time, effective
upon written notice to eRatings and NetRatings in the event a
Change of Control (as defined below) occurs. For the purposes of
this Agreement, a "CHANGE OF CONTROL" means that ACNielsen's and
its affiliates' (as of the Effective Date) direct or indirect
ownership of the issued and outstanding shares of common stock
of NetRatings is less than 5% of all of the issued and
outstanding shares of common stock of NetRatings.
c. Notwithstanding any termination of this Agreement, eRatings and
NetRatings shall remain liable for any payment and other
obligations incurred by them prior to termination and the
provisions of paragraphs 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17
shall survive.
9. DISPUTE RESOLUTION. The Parties shall submit any controversy arising out
of this Agreement and not resolved through good faith negotiations
("CLAIM"), to arbitration by the American Arbitration Association in New
York, New York. The arbitrator's judgment shall be final and binding,
the exclusive remedy, and enforceable in any court of competent
jurisdiction. Each Party irrevocably consents to the non-exclusive
jurisdiction of the courts of the State of New York and the United
States District Court for the Southern District of New York, and waives
all defenses based upon personal jurisdiction, forum or venue in
connection with such arbitration or enforcement in such courts. The
arbitrator may award only any remedies that a New York court could
order, including provisional remedies but excluding ex parte relief.
Each Party shall bear its own costs.
10. GOVERNING LAW; CONSTRUCTION. This Agreement shall be governed by the
laws of the State of Delaware, without regard to the conflicts of law
principles thereof. In the event of any inconsistency between this
Agreement and any other document executed between the Parties pursuant
to this Agreement, this Agreement shall control, unless the other
document specifically and conspicuously states the Parties' intention
otherwise.
11. LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT:
ALL SERVICES, GOODS AND FACILITIES PROVIDED HEREUNDER ARE "AS IS", "WITH
ALL FAULTS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
THE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS
FOR A PARTICULAR USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL,
RELIANCE, CONSEQUENTIAL OR
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PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, REGARDLESS OF WHETHER THE
SUBJECT PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH
DAMAGES. EXCEPT FOR LIABILITY ARISING UNDER SECTION 12 OR AS A RESULT OF
A PARTY'S WILLFUL MATERIAL BREACH OF THIS AGREEMENT, EITHER PARTY'S
MAXIMUM AGGREGATE LIABILITY UNDER ANY THEORY SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY eRATINGS AND NETRATINGS TO THE ACNIELSEN GROUP
HEREUNDER IN THE TWELVE MONTHS BEFORE THE DATE THE CAUSE OF ACTION
AROSE. In the event applicable law does not permit limitation or
exclusion of liability as provided in this Section, the subject
limitation or exclusion of liability shall be deemed modified so as to
be effective to the greatest extent permitted.
12. INDEMNIFICATION.
a. eRatings and NetRatings jointly and severally agree to indemnify
and hold harmless each member of the ACNielsen Group and their
respective directors, officers, employees, shareholders and
agents, and each of the heirs, executors, successors and assigns
of any of the foregoing, from and against any and all
liabilities, obligations, damages, deficiencies, expenses,
actions, suits, proceedings, demands, assessments, judgments,
claims, losses, fines, penalties, costs and expenses, including
without limitation, costs of investigation and defense and
reasonable attorneys' fees arising out of or in connection with,
the willful misconduct or gross negligence of eRatings,
NetRatings or the eRatings Business in connection with the
Services provided by the ACNielsen Group hereunder, including,
without limitation, the use or direction by the eRatings
Business of any Dedicated Employee.
b. ACNielsen agreeS to indemnify and hold harmless each NetRatings
and eRatings and their respective directors, officers,
employees, shareholders and agents, and each of the heirs,
executors, successors and assigns of any of the foregoing, from
and against any and all liabilities, obligations, damages,
deficiencies, expenses, actions, suits, proceedings, demands,
assessments, judgments, claims, losses, fines, penalties, costs
and expenses, including without limitation, costs of
investigation and defense and reasonable attorneys' fees arising
out of or in connection with, the willful misconduct or gross
negligence of the ACNielsen Group in connection with the
Services provided by the ACNielsen Group hereunder.
c. eRatings and NetRatings, jointly and severally, agree to
indemnify and hold harmless each member of the ACNielsen Group
and their respective directors, officers, employees,
shareholders and agents, and each of the heirs, executors,
successors and assigns of any of the foregoing, from and against
any Indemnified Severance Costs, without duplication of
indemnity for any matters covered by clause 12(a).
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13. FORCE MAJEURE. Neither Party shall be liable to the other for any
failure or delay in the performance of its obligations under this
Agreement (other than its payment obligations hereunder) because of
circumstances beyond its control including, but not limited to, acts of
God, flood, fire, riot, accident, strikes, embargo, war, government
action (including enactment of any laws, ordinances, regulations or the
like which restrict or prohibit the providing of the Services or the
making available of any of the Facilities) and other causes beyond its
control, whether or not of the same class or kind as specifically named
above. If either Party is unable to perform its obligations hereunder
for any of the reasons described in this Section 12, such Party shall
promptly notify the other of its inability to so perform.
14. NOTICES. Notices shall be in writing and delivered by hand, courier,
United States mail (prepaid and registered or certified), or fax with
electronic acknowledgment of receipt, in each case to the signatories
hereof, specifying their title, addressed to the addresses set forth on
the signature page below, with a courtesy copy addressed to the General
Counsel thereat. All such notices and communications hereunder shall for
purposes of this Agreement be treated as effective or having been given
when delivered if delivered personally, or, if sent by mail, at the
earlier of its receipt or 72 hours after the same has been deposited in
a regularly maintained receptacle for the deposit of United States mail,
addressed and postage prepaid as aforesaid.
15. MISCELLANEOUS. Except by a written instrument signed by the Party
against whom enforcement is sought, this Agreement may not be amended
and no breach may be waived (including, without limitation, by action or
inaction). If any term of this Agreement is effectively invalidated, the
remaining terms shall be unimpaired, provided that the Agreement's
economic benefit not be thereby materially changed. Headings are for
convenience only. The terms of this Agreement that by their sense and
context are intended to survive its termination or expiration shall
survive. Neither Party may assign this Agreement without the prior
written consent of the other Party; provided, that any member of the
ACNielsen Group may assign its obligations hereunder to any other member
of the ACNielsen Group without, however, relieving ACNielsen of its
obligations hereunder to the extent that the assignee does not perform
such obligations.
16. ENTIRE AGREEMENT. With respect to the Services, this Agreement,
including the attached Exhibits which are incorporated herein by this
reference, constitutes the entire agreement between the Parties and
supersedes all previous and contemporaneous agreements and
understandings between the Parties, whether written or oral. The
Agreement may be executed in counterparts.
17. EFFECT ON EXISTING SERVICES AGREEMENTS; CONFLICTS. Reference is made to
the existing Independent Representative Services Agreements in effect as
the date hereof (the "EXISTING SERVICES AGREEMENTS"), each of which is
between eRatings, on the one hand, and a member of the ACNielsen Group,
on the other. The Parties agree that, (i) although the Existing Services
Agreements may remain in effect following the date hereof, as between
eRatings, on the one hand, and the members of the ACNielsen Group, on
the other, all of the Existing Services Agreements shall on and from the
date hereof, notwithstanding anything to the
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contrary therein, be deemed to have been terminated and superseded by
this Agreement (and, if applicable, by any new services agreement
entered into in the relevant Operating Location under Section 1(b)
hereof) and (ii) neither eRatings nor the ACNielsen Group shall
hereafter seek to enforce against the other any of the terms, conditions
or provisions of the Existing Services Agreements, in each case, except
as expressly set forth in this Section 17. Notwithstanding the
foregoing, eRatings shall remain obligated to make all payments due
under such Existing Services Agreements through the date hereof, and
shall remain responsible for any and all of its indemnification
obligations thereunder.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first set forth above.
ACNIELSEN CORPORATION ACNIELSEN xXXXXXXX.XXX
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------------ -------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
--------------------------- -------------------------
Title: Vice President Title: Vice President
--------------------------- -------------------------
NETRATINGS, INC.
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
----------------------------
Title: CFO
----------------------------
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EXHIBIT B
Shared Services
1. Financial administration, including order processing, general accounting
and reporting services and collections.
2. IT support and use of global network and communications.
3. Human resources services, including payroll and benefits administration.
4. Global and regional finance support, including consolidation, treasury
support and outside auditing services.
5. Global and regional public relations.
6. Global and regional purchasing support, including Oracle licensing and
ATT global telephone.
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EXHIBIT C
Operating Locations(2)
Australia
Denmark
Germany
Hong Kong
Italy
Netherlands
Spain
Sweden
Switzerland
United States
United Kingdom
Austria
Belgium
Norway
Finland
Ireland
New Zealand
Singapore
Taiwan
China
South Korea
India
South Africa
Israel
France
Latin America
--------
(2) This Exhibit C lists all jurisdictions in which the ACNielsen Group
provides Services to eRatings as of May 6, 2002.
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EXHIBIT D
NetRatings and eRatings jointly and severally agree to pay the ACNielsen Group
for any Services provided by the ACNielsen Group to the eRatings Business
hereunder as follows:
1. Direct costs incurred by the ACNielsen Group in connection with
providing such Services, including (a) all salary, benefits, perquisites
and other compensation paid by the ACNielsen Group to each Dedicated
Employee, (b) an amount with respect to each Dedicated Employee that
represents a pro rata allocation for the use by such Dedicated Employee
of the ACNielsen Group facility at which such Dedicated Employee is
located and (c) payments to third-party suppliers of goods and services
directly applied to the eRatings Business; plus
2. A shared services fee equal to 4% of the direct costs contemplated by 1
above; plus
3. An Operating Location-specific xxxx-up on the aggregate sum of the
direct costs and the shared services fee contemplated by 1 and 2 above
relating to such Operating Location that is equal to the xxxx-up in
effect in such Operating Location as of June 30, 2001 and reflected
under the Independent Representative Service Agreement in effect on June
30, 2001 with respect to such Operating Location between a member of the
ACNielsen Group, on the one hand, and eRatings, on the other.
ACNielsen represents and warrants to eRatings and NetRatings that the foregoing
methodology for determining the consideration to be paid by eRatings and
NetRatings for the Services under this Services Agreement is consistent with the
methodology in effect on June 30, 2001 for determining consideration payable by
eRatings to the members of the ACNielsen Group under the various Independent
Representative Services Agreements in effect on such date between eRatings, on
the one hand, and a member of the ACNielsen Group, on the other.
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