LICENSE AGREEMENT THIS AGREEMENT is made as of _____ , 19_ (the "Agreement") by and between _____ with its principal offices located at _____ and ("Licensor"), with its principal office located at_____ . W I T N E S S E T H WHEREAS, _____ is engaged in the marketing and sale of financial and securities information services. WHEREAS, Licensor has developed and is the proprietor of a database known as _____________, as more fully described in Appendix A (the "Database"). WHEREAS, Licensor and _____ desire to have the Database made available in conjunction with _____'s on-line delivery services. NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises hereinafter provided, the parties hereto agree as follows: ARTICLE I DUTIES OF LICENSOR 1.1 Grant. Licensor hereby grants to __________ for the term of this Agreement (and all renewals thereof) the worldwide right and license to market the Database in electronic form and to make the Database available to users ("Users") of __________ 's on-line database delivery system. [Except as otherwise provided in Section 1.6, the license granted by Licensor herein shall be a non-exclusive license.] Nothing contained in this Agreement shall prohibit __________ from distributing any other database that may compete with the Database. 1.2 Promotional Material and Marketing of the Database. __________ will promote and market the Database to its Users. Licensor agrees to cooperate with all such marketing efforts. 1.3 Data Processors; Third Party Marketing. __________ shall have the right to: (a) utilize one or more data processing companies or other entities ("Data Processor") to perform processing, storage, technical or marketing services related to the Database, or __________ may perform such services itself at its discretion; and (b) utilize Data Processors or other entities to market and make the Database available to Users.
1.4 Access to Database. Licensor acknowledges that __________ shall have access to the Database in order to make the Database available as provided herein. At Licensor's sole expense, Licensor shall provide __________ access to the Database including all updates thereto by [what is delivery method? __________ may change the manner of Licensor's delivery of the Database and updates on 45 days' written notice to Licensor. 1.5 Updates and Enhancements. Licensor shall use its best efforts to update the Database with such frequency to ensure that information on the Database is current, accurate and complete. Licensor shall offer to __________ any and all improvements, enhancements, replacements and functional changes it makes in the Database at no additional charge to . __________ .Updates will be provided to simultaneously with or prior to their release to any other electronic vendor or user of the Database and not later than one day after the mailing of print versions of the Database. 1.6 Non-Compete. Notwithstanding anything contained herein to the contrary, Licensor agrees that for so long as this Agreement shall remain in effect, it shall not grant any license, sublicense, marketing, distribution or similar right with respect to the Database to any vendor of an electronic database. The parties acknowledge that the fees payable hereunder by __________ are payable in icensor's undertaking, as set forth in this Section 1.6, and that __________ would not be willing to market and promote the Database on the terms contained herein without having obtained the agreement of Licensor contained herein.) ARTICLE II DUTIES OF __________ 2.1 Availability of Database. __________ shall make the Database available to Users domestically and internationally. __________ may make the Database available as a single service or combined with other types of services, and, except as otherwise provided herein, on such terms and conditions as __________ may determine. 2.2 Proprietary Interest. __________ acknowledges that Licensor has asserted proprietary rights in and to the Database. __________ shall not, by virtue of this Agreement or by virtue of its access to or modification of the Database as described in Section 1.5 hereof, obtain any proprietary rights in or to the Database. __________ shall not use or transmit the Database except as specifically authorized by this Agreement.
2.3 Audit and Review. As long as this Agreement is in effect, and for a one-year period thereafter, __________ shall maintain twelve (12) months of records with respect to use of the Database. During normal hours, at reasonable intervals but no more often than quarterly, and upon reasonable notice, Licensor's independent auditor may audit and review those records necessary to confirm that the royalty paid to Licensor is correct. If so requested by _________, Licensor's independent auditor shall sign a confidentiality agreement in form and substance acceptable to __________ . ARTICLE III PAYMENT TERMS 3.1 Billing and Collection of Fees. __________ shall have responsibility for the billing and collection from all Users of fees charged for subscriptions to the Database, provided that __________ shall not be liable in any way to Licensor for the collection of any such fees that __________ determines are uncollectible. 3.2 Payment. In consideration of Licensor's grant to __________ of the right and license to distribute the Database in accordance with Article I above, __________ shall pay Licensor the royalties set forth in Appendix B attached hereto and made a part hereof. Within thirty (30) days after the end of each calendar (month] (quarter), __________ shall remit the appropriate royalty payment in accordance with __________ 's computation thereof. 3.3 Promotional Use of the Database. __________ shall have the sole right to determine the fees to be charged to Users for access to and use of the Database. As a promotional device, __________ may provide existing or potential Users with access to the Database without charge for up to $500 worth of usage time, for which time Licensor shall not receive any consideration therefor. In addition, __________ may use the Database for internal uses without being obligated to pay Licensor any compensation for such use. ARTICLE IV TERM AND TERMINATION 4.1 Term. This Agreement shall be effective for an initial term (the "Initial Term") of _____ years, unless sooner terminated pursuant to this Article IV. The Initial Term shall be renewed automatically one or more times for terms of one year each (a "Renewal Term"), unless at least 90 days prior to the date the Initial Term or any Renewal
Term is to expire, either party delivers to the other party written notice of termination, in which case the Agreement shall expire at the end of such Term. 4.2 Failure to--Perform. If either party to this Agreement shall fail to perform or observe any material term, covenant, agreement or warranty or if any representation contained herein is untrue, the other party may immediately terminate this Agreement if such failure is not corrected within 30 days of delivery of written notice thereof to the other party. 4.3 Bankruptcy and Business Termination. If either party shall cease doing business, become insolvent or if a petition in bankruptcy shall be filed with respect to a party, or upon an assignment not permitted under Section 6.7 below, the other party shall have the right to immediately terminate this Agreement upon written notice to the other party. 4.4 Violation of Third Party Rights.In the event of any action against __________ or a Data Processor on account of any violation or alleged violation of any third-party copyright, trademark, patent or trade secret occurring due to the distribution of the Database, __________ may terminate this Agreement upon written notice to Licensor. Such termination shall not affect Licensor's obligations under Section 5.3. 4.5 Conduct Upon Termination. Upon termination of this Agreement for any reason, __________ shall cease solicitation of the use of the Database. __________ shall return to Licensor, erase or destroy any magnetic tape, magnetic cartridge and any other similar physical medium including any back-up of the Database. ARTICLE V DISCLAIMER AND INDEMNIFICATION 5.1 Disclaimer. __________ MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE MARKETING AND SALE OF THE DATABASE OR __________ 'S COMPUTER SYSTEM. __________ SHALL HAVE NO LIABILITY RESULTING FROM SUCH PERFORMANCE OR FOR ANY FAILURE TO PERFORM. Neither party hereto, nor their respective officers, directors, agents, and employees, shall be liable to the other party for any indirect, incidental, or consequential damages (including lost profits) incurred in connection with services performed under this Agreement.
5.2 Force Majeure. Neither party shall be liable in damages for any delays or default in performing its obligations hereunder if such delay or default is caused by matters beyond the reasonable control of the non-performing party, such as wars or insurrections, acts of government, strikes, fires, floods, earthquakes, work stoppages, embargoes and/or inability to obtain materials. 5.3 Indemnification. (a) Licensor shall, at its expense, indemnify and defend __________ against any claim or action brought against __________ based on, as a result of, or in connection with (1) any inaccuracy,omission, defect or mistake in the Database and/or information furnished hereunder, and (2) any claim that the Database or any portion thereof infringes any patent, copyright, or other rights of any third party; and Licensor shall pay any costs, damages, reasonable attorneys' fees, or other expenses incurred by __________ with respect to any such claim or action, provided __________ notifies Licensor promptly in writing of such claim or action and permits Licensor to participate fully in the defense and settlement thereof; and (b) __________ shall, at its expense, indemnify and defend Licensor against any claim or action brought against Licensor based on, as a result of, or in connection with (1) any inaccuracy, omission, defect or mistake in the Database caused by __________ in the transmission of the Database to any end user thereof; and __________ shall pay any costs, damages, reasonable attorneys' fees, or other expenses incurred by Licensor with respect to any such claim or action, provided Licensor notifies __________ promptly in writing of such claim or action and permits __________ to participate fully in the defense and settlement thereof. ARTICLE VI MISCELLANEOUS PROVISIONS 6.1 Entire Agreement and Amendment. Together with all written amendments and schedules, this Agreement constitutes the entire agreement between Licensor and __________ with respect to the subject matter addressed herein. This Agreement cannot be modified or supplemented by oral statements made either before or after execution of this Agreement. This Agreement shall be binding upon the parties,their successors, legal representatives and permitted assigns. __________ and Licensor intend this Agreement to be a valid legal instrument, and no provision of this Agreement which shall be deemed unenforceable shall in any way invalidate any other provision or provisions of this Agreement, all of which shall remain in full force and effect. 6.2 Best Quality. The Database that Licensor provides or offers to
__________ hereunder shall be of a quality (including but not limited to content, updates, enhancements, and display clarity) , at least as high as that offered by Licensor to any other party. 6.3 Use of Trade Names, Trademarks or Service Marks. Neither party shall use any trade name, trademark or service mark of the other party in advertisements, promotions, publicity releases or the like except (i) as expressly authorized in writing by the other party, and (ii) Licensor will be attributed as the source for the Database in sales literature, User documentation and on at least one computer screen whenever the Database is accessed through __________ 's on-line information service. Licensor shall not unreasonably withhold the authorization to use its trade names, trademarks and service marks by __________ in connection with __________ 's distribution services provided hereunder. All trade names, trademarks and service marks, and attendant goodwill, now owned by each party shall remain its sole property and all rights accruing from their use shall inure solely to the benefit of such party. 6.4 Confidentiality. Each party will preserve the confidential information of or pertaining to the other party and will not, without first obtaining the other's written consent, disclose to any person or organization, or use for its own benefit, any confidential information of or pertaining to the other party during the term of this Agreement and after termination. 6.5 Notices. All notices, requests, demands and other communications under this agreement shall be in writing and shall be deemed to have been duly delivered if delivered by hand or sent by prepaid registered or certified mail addressed as follows (or to such other address as may be designated by a party, in writing, pursuant hereto): (a) If to: __________ Attn: __________ (b) If to Licensor: Attn: __________ 6.6 Governing Law. This Agreement is made and entered into in the State of New York and shall be construed according to internal laws, and not the laws pertaining to choice or conflict of laws, of that State. The parties hereto, their successors and assigns, consent to the jurisdiction of the-courts of the State of New York with respect to any legal proceedings that may result from a dispute as to the interpretation or breach of any of the terms and conditions of this
Agreement. 6.7 Non-assignability. Nothing in this Agreement shall be deemed to create an agency, joint venture or partnership relationship between Licensor and __________ . Except as expressly set forth in this Agreement, neither party shall have authority to act on behalf of or bind the other party in any way. Neither party shall assign this Agreement or delegate any rights or obligations hereunder without the prior written consent of the other and any attempted assignment shall be of no effect; provided, however, that either party, upon written notice to the other, may assign this Agreement or delegate its obligations under this Agreement to a parent, subsidiary, affiliate under common control or to any successor to all or substantially all of its business. 6.8 Due Authorization. Each of __________ and Licensor represents and warrants that it is authorized to enter into this Agreement and that there are no outstanding commitments, agreements or understandings, express or implied, which may or can in any way defeat or modify the rights conveyed or obligations undertaken by it under this Agreement. 6.9 Effectiveness. This Agreement shall become effective upon its execution by both parties. 6.10 Headings. The heading of each Article and Section of this Agreement is for the purpose of convenience only and shall not affect the interpretation of any provision hereof. 6.11 Survival of Obligations. Section 2.3 and Article V shall survive the termination or expiration of this Agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officer as of the day and year first above written.
By: ___________________________ By: ___________________________ Title: ________________________ Title: ________________________ Date: _________________________ Date: _________________________