CONTENT LICENSE & DISTRIBUTION AGREEMENT

 

 XYZ Corporation, a ……….corporation with principal offices at ……………., USA ("Webdistributor") and BCDE corporation, a corporation with principal offices at …………..,USA ("BCDE") hereby enter into this Webdistributor/BCDE Content License and Distribution Agreement (this "Agreement") as of March 10 (the "Effective Date") to establish BCDE Content on the Webdistributor Service in accordance with the terms and subject to the conditions of this Agreement.

 

In consideration of the representations, warranties and covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree to be bound by the terms and conditions of this Agreement.

 

 

 


 

 

 

 

IL CONTRATTO Θ INCOMPLETO, A RICHIESTA SARΐ INVIATA UNA COPIA COMPLETA (artt.17 ss Cod.Deont.)

 

STUDIO

MISURACA & Associati/Associates

Studio Legale

Law Firm

www.smaf-legal.com

 

Il contratto manca di molte clausole, lo studio legale SMAF invia su gentile richiesta una completa copia a titolo di prestazione professionale a pagamento ex artt.17 ss. Cod. Deont. Forense / The contract has missing clauses; please, consider SMAF law firm allowed to send a you a payable copy according to Italian Forensic Deontology Code.

 

 

20123 MILANO (MI), Italia

Via Monti, 8

tel.:   +(39) 02 006 15 017  

fax:   +(39) 02 700 50 81 00

e-mail: info@smaf-legal.com

 

00198 ROMA (RM), Italia

Via Savoia, 78

tel.:  +39 06 92 938 008

cell.: +39 06 8928 10 51

e-mail: info@smaf-legal.com

 

40123 BOLOGNA (BO), Italia

Via Urbana 5/3

tel.:    +(39) 051 64 40 543

fax.:   +(39) 051 09 52 565

2°fax: +(39) 051 33 70 177

e-mail: misuraca@smaf-legal.com

 

 

 

 

 

 

     XYZ  Corporation                       BCDE Corporation

         

By     /s/                                       By      /s/ …………….      

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Name:  ………………………..             Name:   ………………….         

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Title: ………………………..               Title:  ……………………..

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                           Webdistributor NETWORK/BCDE

                  CONTENT LICENSE AND DISTRIBUTION AGREEMENT

 

The parties agree as follows:

 

     1. Definitions. Capitalized terms shall have the meanings set forth in this Section 1 or as elsewhere defined in the body of the Agreement.

 

         (a)  "Webdistributor Service" means the Webdistributor Network broadband service offering of Internet access for personal computers created by Webdistributor and Webdistributor's Distribution Affiliates in connection with Webdistributor's provision of Internet access via the cable infrastructure and delivered to paying Webdistributor residential PC service subscribers at speeds in excess of 128kbs as of the Effective Date.

 

         (b)  "Above the Fold" means situated within that portion of a page that is designed to be visible on a standard computer screen with a resolution of 800 pixels by 600 pixels without requiring the user to scroll horizontally or vertically through the page.

 

         (c)  "Benchmark Subscriber Levels" means, the estimate of the total number of paying Webdistributor subscribers to the Webdistributor Service by particular dates as set forth in Attachment A hereto.

 

         (d)  "Contract Year" means a period beginning on the Effective Date or any anniversary thereof, and ending one year later.

 

         (e)  "Cover Feature" means the portion of the Channel or Sub-Channel Home Page that is produced daily by the Webdistributor editorial staff.

 

         (f)  "Distribution Affiliates" means at any given time, Webdistributor's then-current domestic distribution affiliates who offer the Webdistributor Service.

 

         (g)  "Impression" means a single viewing of a page. An Impression is recorded whether or not the viewer acts on an advertisement located on that page.

 

         (h)  "BCDE Content" means a collection of web pages, or portion thereof, on the Webdistributor Service programmed by, and provided to Webdistributor by, BCDE.

 

         (i)  "BCDE" means the World Wide Web site with URL: Error! Bookmark not defined.

 

         (j)  " ............ Channel" means a collection of web pages on the Webdistributor Service that are grouped together by a persistent, dedicated navigation HTML button currently labeled " ............", which is directly accessible from the main

navigation menu of the Webdistributor Service.

 

         (k)  " ............ Home Page" means the first page accessed when entering the  ............ Channel.

 

         (l)  "Net Advertising Revenue" means the gross advertising and sponsorship revenue collected by Webdistributor which is directly attributable solely to BCDE Content, less third party (agency commissions and seller sales costs to be computed as 15% of the gross advertising and sponsorship revenue generated from BCDE Content).

 

         (m) "Net Transaction Revenue" means the gross transaction revenue received by BCDE from Webdistributor Subscribers less direct cost of goods sold (COGS).

 

         (n) " ............ Home Page" means the first page accessed when entering the  ............ Sub-Channel.

 

         (o) "Quarterly Period" means with respect to any Contract Year, a three month period starting at either: (i) the beginning of such Contract Year; (ii) three months after the beginning of such Contract Year; (iii) six months after the beginning of such Contract Year; or (iv) nine months after the beginning of such Contract Year.

 

         (p) "Semiannual Period" means, with respect to any Contract Year, a six month period starting at either: (i) the beginning of such Contract Year; or (ii) six months after the beginning of such Contract Year.

 

2.       Webdistributor Channel Contribution.

         (a) Persistent Channel  Navigation.  During the term of this Agreement, Webdistributor will provide one button in the  ............ Channel navigation bar dedicated to accessing " ............" (the " ............ Button"). The  ............ Button will: (i) receive persistent placement, (ii) be accessible from any page within the  ............ Channel area, and (iii) link to BCDE Content. The button will appear Above the Fold in a position that encourages use of the Webdistributor  ............ Channel. In addition, Webdistributor may, in its sole discretion, add additional navigational elements or links across the Webdistributor Service which link to all or part of BCDE Content.

 

         (b) Anchor Tenancy. Webdistributor agrees that during the term of the Agreement, BCDE will be the Anchor Tenant content provider on Webdistributor for the  ............ Sub-channel. For purposes of this agreement, "Anchor Tenant" means:

 

             (i)   BCDE Channel Branding. Webdistributor will place the BCDE brand (as designated by the parties) on the  ............ Home Page and all subsequent BCDE co-created pages. The logo and branding shall be mutually agreed upon and shall comply with Webdistributor and BCDE trademark usage guidelines and will demonstrate that all Dr.Koop.com content is powered by Dr.Koop.com, and will include, at a minimum, a hyperlinked tagline "Provided by BCDE" that links to www.BCDE.

 

             (ii)  BCDE Content Appearance on the  ............ Home Page. BCDE Content from the within the  ............ sub-channel will receive persistent and prominent placement on the  ............ Home Page. Both parties will work together to determine the optimal mix of BCDE Content to integrate into the  ............ Home Page to provide the optimal user experience and to encourage broad use of the  ............ sub-channel.

 

             (iii) Webdistributor will promote BCDE Content on the  ............ Home Page at a level greater than that given to other third party content providers that are primarily engaged in the distribution of  ............ content in the  ............ Sub-Channel.

 

             (iv)   From time to time, Webdistributor may create features based on  ............ related stories. Where appropriate in Webdistributor's discretion, Webdistributor will contextually link such features to the BCDE Content offering.

 

             (v)    Where BCDE Content beneficially supplements an Webdistributor Cover Feature, Webdistributor will make reasonable efforts to link to such BCDE Content from the Cover Feature.

 

         (c) Editorial Autonomy.  Notwithstanding the provisions of Section 2(b) above, BCDE's status as an Anchor Tenant shall in no way affect Webdistributor's editorial discretion. Such discretion includes (by way of example only and without limitation):

 

             (i)    Linkage to information sources within or outside of the  ............ Channel or Webdistributor Service on a basis which provides preferential treatment to such other sources in cases where BCDE Content provides only tangentially related or less extensive coverage for a Cover Feature topic than do such other sources.

 

             (ii)   Placement of Webdistributor editorial features within the  ............ Channel or other Channels or Sub-Channels across the Webdistributor Service.

 

             (iii)  Local programming by the Distribution Affiliates.

 

         (d) Product Development and Product Creation. All facets of the  ............ Sub-Channel will be created, designed, and administered by the Webdistributor Network editorial and production staffs. BCDE will play an integral role in the product development and day-to-day editorial decisions but final discretion will be in Webdistributor.

 

         (e) New Distribution Channels or Service Applications. If Webdistributor creates additional software or standalone desktop applications which supplement the Webdistributor Service and which contain content with a  ............ or  ............ focus, then Webdistributor agrees to make good faith efforts to assist BCDE in gaining premier/preferred positioning with such application.

 

         (f) Right of First Refusal on Additional Content. Webdistributor agrees to offer BCDE first right of refusal to fulfill any  ............ related content to be implemented on the Webdistributor Network for the term of this agreement. BCDE will have * * * days to respond to this request, stating intentions to provide or not provide the requested content, services or otherwise. If BCDE agrees to provide this  ............ content, Webdistributor and BCDE will negotiate in good faith and mutually agree on an acceptable time frame for delivery of the content, services or otherwise. If the parties cannot so agree or BCDE does not respond within such * * * day period, Webdistributor will be free to negotiate with third parties to fulfill any such  ............ related content needs of Webdistributor.

 

 

3.    Webdistributor Marketing Contribution

 

      (a)  Ad Inventory. At part of its consideration hereunder, Webdistributor will provide BCDE with * * * Above the Fold advertising Impressions in each contract year at no additional cost to promote the BCDE Content on Webdistributor. The advertisements will be cross-promoted across the Webdistributor Channels (run of site) such as "Finance", " ............", "Entertainment", and "Technology". Webdistributor will also provide creative services to assist the production of up to three B*Box advertisements over the term of the agreement. In addition, Webdistributor will offer BCDE additional b*box impressions at pricing based upon the most favorable rate card currently provided to Webdistributor's advertising customers.

 

      (b)  Outbound Marketing.  Home will use reasonable efforts to encourage its Distribution Affiliates to include BCDE in any content-related external marketing pieces. These marketing pieces may be expected, at a minimum, to include the BCDE logo but may also include the BCDE descriptions, screen shots, video of the Webdistributor Service which includes BCDE Content, etc. Possible marketing avenues may include, but are not limited to, cable TV spots, newspaper ads, bill stuffers, postcards, door hangers, direct mail, and take-one brochures. Subject to BCDE's pre-approval, BCDE will provide Webdistributor with guidelines for how to describe/display BCDE in Webdistributor outbound marketing efforts.

 

      (c)  Other Online Marketing. Webdistributor and BCDE will work together to include BCDE in other appropriate online mechanisms for showcasing BCDE Content and other offerings as these mechanisms are developed.

 

      (d)  Usage Data. To the extent both parties are legally and contractually permitted, they will provide each other with aggregated usage data concerning access (site visitation, videos downloaded, etc.) by visitors to the  ............ Sub- Channel and BCDE. This data will be used for internal use only. Usage data reports will be provided quarterly and as reasonably requested by both parties. The reports will be delivered in the format most commonly collected by each party. All usage data will be considered Confidential Information of the collecting party (as such term is defined in Section 17 below). Both parties                                               agree that, unless each is previously legally or contractually otherwise required, they will not provide usage data specific to the  ............ Channel or BCDE that has not been aggregated with other data to any third-party, other than Distribution Affiliates, without the other party's prior consent.

 

      (e)  Links to BCDE. Webdistributor will provide hyperlinks to the BCDE web site. These links will be contextually embedded in the content served on the Webdistributor Network, which will link the user to the relevant commerce, interactive community or interactive tool located on the BCDE web site. The contextually relevant content may include, but is not limited to, the news shelf, related sites, top stories, cover stories, and other pages or sub-channels within the navigation menu.

 

 

XYZ  Corporation                       BCDE Corporation

         

By     /s/                                       By      /s/ …………….      

       ----------------------------               -------------------------

Name:  ………………………..             Name:   ………………….         

       ----------------------------               -------------------------

Title: ………………………..               Title:  ……………………..

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