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McNeely, Hare & War LLP
5335 Wisconsin Ave, NW, Suite 440,
Washington, DC 20015
(202) 274-0214

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McNeely, Hare & War LLP
12 Roszel Road, Suite C104,
Princeton, NJ 08540
(609) 240-2533

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INTERACTIVE SERVICES AGREEMENT

THIS AGREEMENT is made as of this [Date] by and between [International Patent Co.’s Name] a [International Patent Co.’s State of Incorporation] corporation with offices at [International Patent Co.’s Address] (“International Patent Co.”) and [PCT Patent Co.], a [PCT Patent Co.’s State of Incorporation] corporation with offices at [PCT Patent Co.’s Address] (“PCT Patent Co.”) (collectively the “Parties”).

W I T N E S S E T H:

WHEREAS, International Patent Co. is in the business of providing access to the Internet (“International Patent Co. Services”) through a global computer network, identified more fully in the attached Schedule A (the “International Patent Co. Network”);

WHEREAS, PCT Patent Co. is in the business of and provides certain [Description of PCT Patent Co.’s Services] services via PCT Patent Co.’s Internet web sites (the “PCT Patent Co. Sites”); and

WHEREAS, the Parties desire that International Patent Co. provide access to the PCT Patent Co. Sites through the International Patent Co. Network;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree, intending to be legally bound, as follows:

1. PCT PATENT CO. PLACEMENTS
A. During the Term as described hereunder, International Patent Co. shall place PCT Patent Co. logos or banners having links to the PCT Patent Co. Sites throughout the International Patent Co. Network as specified on Exhibit A. The placement of such logos or banners (the “Placements”) as specified in Exhibit A shall be comparable to the placement of logos or banners of third party clients of International Patent Co..

B. International Patent Co. reserves the right to redesign or modify the organization, structure, “look and feel,” navigation and other elements of the International Patent Co. Network. If the International Patent Co. changes or modifies the International Patent Co. Network in a manner that substantially modifies the nature of the Placements, International Patent Co. shall work with PCT Patent Co. in good faith to provide PCT Patent Co. with a comparable package of Placements which are reasonably satisfactory to PCT Patent Co..

C. International Patent Co. and PCT Patent Co. shall, whenever appropriate and in good faith, negotiate terms and conditions regarding the placement of PCT Patent Co.’s [describe specific property] in the International Patent Co. Network main page and carriage of appropriate PCT Patent Co. properties on the International Patent Co. web site.

D. If PCT Patent Co. discontinues providing any property included under this Agreement, PCT Patent Co. shall continue to be obligated to pay International Patent Co. the compensation specified herein, provided that PCT Patent Co. and International Patent Co. shall negotiate in good faith a “make-good” provision for the discontinued property, which may include carriage of another PCT Patent Co. property or additional advertising inventory.

2. PCT PATENT CO. SITES AND OBLIGATIONS
A. The PCT Patent Co. Sites shall consist of the content described in the attached Exhibit B (the “Content”). The Content shall be produced in HTML format, as specified in Exhibit B.

B. PCT Patent Co. shall develop the design of the PCT Patent Co. Sites located on the International Patent Co. Network (the “International Patent Co. Sites”) in consultation with International Patent Co. and in accordance with any standard design and content publishing guidelines provided to PCT Patent Co. by International Patent Co. (including, without limitation, any HTML publishing guidelines).

C. PCT Patent Co. shall not authorize or permit any third party to distribute any other Content of PCT Patent Co. through the International Patent Co. Network absent International Patent Co.’s prior written approval, which approval shall not be unreasonably withheld.

D. The inclusion of any additional Content for distribution through the International Patent Co. Network, including, without limitation, any features, functionality or technology, not expressly described in the attached Exhibit B shall be subject to International Patent Co.’s prior approval, which approval shall not be unreasonably withheld.

E. PCT Patent Co. represents and warrants that all Content contained within the PCT Patent Co. Sites (i) will conform to International Patent Co.’s then-standard Terms of Service, the terms of this agreement and any other standard, written International Patent Co. policy, (ii) will not infringe on or violate any copyright, trademark, U.S. patent or any other third party right, including without limitation, any music performance or other music related rights, and (iii) will not contain any Content which violates any applicable law or regulation. International Patent Co. shall have the right to remove, or direct PCT Patent Co. to remove, any Content which, as reasonably determined by International Patent Co.: (i) violates International Patent Co.’s then-standard Terms of Service, the terms of this Agreement or any other standard, written International Patent Co. policy; or (ii) is not specifically described in Exhibit B. To the extent PCT Patent Co. wishes to implement any rules of conduct or terms of service related to any International Patent Co. Sites which are separate from or supplementary to International Patent Co.’s Terms of Service, PCT Patent Co. must obtain the prior written approval of the International Patent Co. Legal Department.

F. PCT Patent Co. acknowledges and agrees that International Patent Co. shall own all right, title and interest in and to the “look and feel” of the International Patent Co. Network. In addition, International Patent Co. shall retain editorial control over the portions of the International Patent Co. pages and forms which frame the PCT Patent Co. Sites (the “International Patent Co. Frames”). International Patent Co. may, at its discretion, incorporate navigational icons, links and pointers or other Content into such International Patent Co. Frames.

G. PCT Patent Co. shall review, delete, edit, create, update, and otherwise manage all Content available on or through the PCT Patent Co. Sites, including but not limited to the Content and message boards, in a timely and professional manner and in accordance with the terms of this Agreement, International Patent Co.’s then-standard Terms of Service and any generally applicable guidelines and service standards for interactive content providers published by International Patent Co.. International Patent Co. shall have no obligations of any kind with respect to the Content available on the PCT Patent Co. Sites. In managing the International Patent Co. Sites, PCT Patent Co. agrees to refrain from editing or altering any opinion expressed by an International Patent Co. member within the International Patent Co. Site, except in cases when PCT Patent Co. (i) has a good faith belief that the Content in question violates an applicable law, regulation, third party right or portion of International Patent Co.’s Terms of Service or (ii) obtains International Patent Co.’s prior approval. PCT Patent Co. shall ensure that the PCT Patent Co. Sites are reasonably current, accurate and well organized.

H. International Patent Co. shall be entitled to require reasonable changes to the PCT Patent Co. Sites to the extent such site will, in International Patent Co.’s good faith judgement, adversely affect operations of the International Patent Co. network.

I. PCT Patent Co. shall promptly inform International Patent Co. of any information related to the PCT Patent Co. Sites which could reasonably lead to a claim, demand or liability of or against International Patent Co. and/or its Affiliates by any third party.

J. PCT Patent Co. shall respond promptly and professionally to questions, comments, complaints and other reasonable requests regarding the PCT Patent Co. Sites by International Patent Co. members or on request by International Patent Co., and shall cooperate and assist International Patent Co. in promptly answering the same.

K. PCT Patent Co. shall not make, publish, or otherwise communicate, or cause to be made, published, or otherwise communicated, any deletions remarks whatsoever to any third parties concerning International Patent Co. or its affiliates, directors, officers, employees or agents, including without limitation, International Patent Co.’s business projects, business capabilities, performance of duties and services or financial position.

L. In the event that PCT Patent Co. requests any International Patent Co. production assistance, PCT Patent Co. shall work with International Patent Co. to develop detailed production plans for the requested production assistance (the “Production Plan”). Following receipt of the final Production Plan, International Patent Co. shall notify PCT Patent Co. of (i) International Patent Co.’s availability to perform the requested production and maintenance work and (iii) the estimated development schedule for such work. To the extent the parties reach agreement regarding implementation of agreed-upon Production Plan, such agreement shall be reflected in a separate work order signed by the parties. To the extent PCT Patent Co. elects to retain a third party provider to perform any such production work, work produced by such third party provider must generally conform to International Patent Co.’s production Standards & Practices (a copy of which will be supplied by International Patent Co. to PCT Patent Co. upon request). The specific production resources which International Patent Co. allocates to any production work to be performed on behalf of PCT Patent Co. shall be as determined by International Patent Co. in its sole discretion.

3. GRANT OF RIGHTS
A. PCT Patent Co. grants International Patent Co. the right to use, market, license, store, distribute, display, communicate, perform, transmit, and promote the PCT Patent Co. Sites and the Content contained therein through such areas or features of the International Patent Co. Network as deems appropriate. This grant of rights includes without limitation the right to integrate Content from the PCT Patent Co. Sites that are located on the World Wide Web (the “PCT Patent Co. Internet Sites”) by linking to specific areas on the PCT Patent Co. Sites.

B. To the extent International Patent Co. wishes to distribute the Content through a product or service separate and distinct from the International Patent Co. Network (“Additional International Patent Co. Products”), International Patent Co. shall provide PCT Patent Co. with prior written notice of the Additional International Patent Co. Product through which the Content will be made available; and any changes in the form or presentation of the Content within the Additional International Patent Co. Product shall be subject to PCT Patent Co.’s approval, which shall not be unreasonably withheld. International Patent Co. shall not be required to pay any additional fees or other forms of compensation in connection with distribution of the Content through any such Additional International Patent Co. Product.

C. Unless PCT Patent Co. elects to have all users of PCT Patent Co. Internet Sites go through a registration and subscription process in order to access and use the sites, authorized users of the International Patent Co. Network (“International Patent Co. Members”) shall not be required to go through registration or other similar process in order to access and use the PCT Patent Co. Sites.

4. TERM
A. Unless earlier terminated as set forth herein, the initial term of this Agreement shall be from the Effective Date to [end date] (the “Initial Term”). For [number] ([#]) years after expiration of the Term, International Patent Co. shall continue to have the option to link to any PCT Patent Co. Interactive Sites.

B. International Patent Co. may extend the Agreement for an additional year from [end date], upon International Patent Co.’s then-standard terms and conditions with payments by PCT Patent Co. to International Patent Co. of [Number] UNITED STATES DOLLARS ($[#]) (the “Renewal Carriage Fee”) by providing PCT Patent Co. with written notice thereof no later than [number] ([#]) days prior to the expiration of the in-effect term.

C. If International Patent Co. does not extend the Agreement as specified above, PCT Patent Co. may, no later than [number] ([#]) days prior to the expiration of the in-effect term, notify International Patent Co. in writing that PCT Patent Co. desires to renew this Agreement for an additional year from expiration date, on International Patent Co.’s then-standard terms and conditions with payments by PCT Patent Co. to International Patent Co. of [Number] UNITED STATES DOLLARS ($[#]) (the “Market Rate”).

5. COMPENSATION
A. During the Initial Term of this Agreement, PCT Patent Co. shall make monthly payments to International Patent Co. in the amount of [Number] UNITED STATES DOLLARS ($[#]), payable on the first day of the month. During any Extension Terms of this Agreement, PCT Patent Co. shall make monthly payments to International Patent Co. in the amount of [Number] UNITED STATES DOLLARS ($[#]), payable on the first day of the month.

B. Except as otherwise specified herein, any other payments due under this Agreement shall be made on a monthly basis within [number] ([#]) days of the end of the month in which such amounts were collected by the Party.

6. INTERNATIONAL PATENT CO.’S OBLIGATIONS
A. International Patent Co. shall provide PCT Patent Co. with at least [number] hits to promotions for, reference to or point of access to PCT Patent Co. or an PCT Patent Co. Site per year from PCT Patent Co. presence on the International Patent Co. Network hereunder (the “Hit Guarantee”).

B. International Patent Co. shall use reasonable efforts to ensure that the Hit Guarantee is delivered in relatively consistent amounts over the Term, measured on a quarterly basis, subject to seasonal, customary and other appropriate fluctuations. A minimum of [number]% of the Hit Guarantee for each Placement shall be generated from the presence of PCT Patent Co. on the relevant screen, and the remaining hits, if any, may be generated from PCT Patent Co.’s presence on other appropriate screens on the International Patent Co. Network as International Patent Co. may determine in its discretion. For the purposes of this Section, only screens that contain a link to a PCT Patent Co. Site will count against the Hit Guarantee.

C. In the event the Hit Guarantee is not met during a particular Term, the Term with respect to placement of a particular PCT Patent Co. property shall be extended without additional compensation payable by PCT Patent Co. until the relevant Hit Guarantee is met.

7. PROMOTION
A. Each Party shall cooperate with and reasonably assist the other Party in supplying material for marketing and promotional activities.

B. PCT Patent Co. shall include a continuous promotional banner for International Patent Co. appearing “above the fold” on the first screen of any interactive site or area (not including any International Patent Co. Site) which is managed, maintained or owned by PCT Patent Co. (“PCT Patent Co. Interactive Site”).

C.  PCT Patent Co. shall use commercially reasonable efforts to prominently and regularly promote International Patent Co. and the PCT Patent Co. Sites availability through the International Patent Co. Network in publications, programs, features or other forms of media over which PCT Patent Co. exercises at least partial editorial control.

D. When promoting International Patent Co., PCT Patent Co. shall use commercially reasonable efforts to promote International Patent Co. as the preferred access provider through which a user can access the PCT Patent Co. Sites. PCT Patent Co. shall not implement or authorize any other promotions on behalf of any third parties which are inconsistent with the foregoing.

E. With respect to any PCT Patent Co. Interactive Site accessible or operating through any operating system or through a channel or area delivered through a “push” product, PCT Patent Co. shall include a prominent “Try International Patent Co.” feature that will cause a user of such site to link directly to International Patent Co. access software located or present on or within the Operating System, so that a user who already is an International Patent Co. Member or who does not have Internet access will be connected to the International Patent Co. registration screen, the International Patent Co. service, the International Patent Co. application setup program or elsewhere as determined by International Patent Co.. PCT Patent Co. shall also use or support any International Patent Co. provided software or feature that directs a user of such PCT Patent Co. Interactive Site who does not have Internet access to the International Patent Co. application setup program located or present on or within the Operating System. PCT Patent Co.’s commitments specified above shall be subject to any standard policies and restrictions generally proscribed by the operator of the Operating System.

8. REPORTING
A. International Patent Co. shall make available to PCT Patent Co., on a property by property basis, a monthly report specifying for the prior month aggregate usage and hits with respect to PCT Patent Co.’s presence on the International Patent Co. Network. To the extent International Patent Co. is caching the PCT Patent Co. Sites, International Patent Co. shall supply PCT Patent Co. with monthly reports, on a property by property basis, reflecting aggregate impressions by International Patent Co. Members to the cached version of the PCT Patent Co. Sites during the prior month.

B. PCT Patent Co. shall supply International Patent Co. with monthly reports, on a property by property basis, which reflect any transactions involving International Patent Co. Members at the PCT Patent Co. Sites during the period in question. PCT Patent Co. shall also provide International Patent Co. with “click-through” data with respect to the promotions specified in Section 3.

C. PCT Patent Co. shall also provide detailed information to International Patent Co. regarding International Patent Co. Site advertisements. In reporting any advertisement or promotion, PCT Patent Co. shall indicate the name of the advertiser, the term of the advertising arrangement and the amounts paid (or to be paid) to PCT Patent Co. or its agent(s).

D. PCT Patent Co. shall provide to International Patent Co. a monthly report documenting its compliance with any promotional commitments it has undertaken.

9. ADVERTISING
A. International Patent Co. owns all right, title and interest in and to the advertising and promotional spaces within the International Patent Co. Network, including, without limitation, advertising and promotional spaces on any International Patent Co. forms or pages which are included within, preceding, framing or otherwise associated with the PCT Patent Co. Sites. The specific advertising inventory within any such International Patent Co. forms or pages shall be as reasonably determined by International Patent Co..

B. With respect to the International Patent Co. Sites, International Patent Co. hereby grants PCT Patent Co. the sole right, subject to the terms hereof, to license or sell promotions, advertisements, links, pointers or similar services or rights in or through such International Patent Co. Sites (“International Patent Co. Advertisements”), subject to International Patent Co.’s approval for each International Patent Co. Advertisement, which approval shall not be unreasonably withheld. Such right is further subject to a [Number] UNITED STATES DOLLAR ($[#]) payment minimum per thousand entries per month or, with respect to any chat room, [Number] UNITED STATES DOLLAR ($[#]) per thousand entries per month, or such different rate or rates as International Patent Co. may establish based upon market conditions and publish during the Term (the “Advertising Minimum”).

C. Any International Patent Co. Advertisements sold by PCT Patent Co. or its agents shall be subject to International Patent Co.’s then-standard advertising policies. Further, PCT Patent Co. shall, in each instance, provide International Patent Co. with a completed standard International Patent Co. Advertising Registration Form relating to such International Patent Co. Advertisement. PCT Patent Co. shall take all reasonable steps necessary to ensure that any International Patent Co. Advertisement sold by PCT Patent Co. complies with all applicable federal, state and local laws and regulations.

D. PCT Patent Co.’s offer, sale or license of products or services (including surcharged services) shall be subject to a separate agreement between International Patent Co. and PCT Patent Co. (the “Commerce Agreement”).

10. CUSTOMIZATION OF SITES
A. PCT Patent Co. shall optimize the PCT Patent Co. Sites for distribution hereunder according to International Patent Co. specifications and guidelines to ensure that the functionality and features within the PCT Patent Co. Sites are optimized for the client software then in use by a majority of International Patent Co. Members and the forms used in the PCT Patent Co. Sites are designed and populated in a manner intended to minimize delays when International Patent Co. Members attempt to access such forms.

B. With respect to any PCT Patent Co. Internet Sites, the following shall apply:

1. PCT Patent Co. shall design the PCT Patent Co. Internet Sites to support the Windows version of the [specify browser] browser, and make commercially reasonable efforts to support all other International Patent Co. browsers listed at [specify web site];

2. PCT Patent Co. shall configure the servers from which it serves the PCT Patent Co. Internet Sites to examine the HTTP User-Agent field in order to identify the International Patent Co. User-Agents listed at [specify web site] (the “International Patent Co. User-Agents”) and

3. PCT Patent Co. shall design its web site to support HTTP 1.0 or later protocol and to adhere to International Patent Co.’s parameters for refreshing cached information listed at [specify web site].

C. International Patent Co. reserves the right to review the PCT Patent Co. Internet Sites to determine whether such sites are compatible with International Patent Co.’s then-available client and host software and the International Patent Co. Network.

D. PCT Patent Co. shall customize the PCT Patent Co. Sites for International Patent Co. Members as follows:

1. PCT Patent Co. shall ensure that International Patent Co. Members linking to the PCT Patent Co. Sites from the International Patent Co. Network do not receive advertisements, promotions or links for any entity reasonably construed to be in competition with International Patent Co. and that such advertisements, promotions and links are not otherwise in conflict with International Patent Co. advertising policies and any contractual International Patent Co. exclusivities (with respect to PCT Patent Co. Internet Sites, PCT Patent Co. shall ensure this by, at a minimum, identifying the International Patent Co. User-Agents as specified above), provided that International Patent Co. shall provide PCT Patent Co. with at least [number] ([#]) days prior notice of any changes in the advertising policies; and

2. PCT Patent Co. shall provide continuous navigational ability (e.g., a link on a hybrid browser form) for International Patent Co. members to return to an agreed-upon point on the International Patent Co. Network (for which International Patent Co. shall supply the proper address) from the PCT Patent Co. Sites (e.g., the point on the International Patent Co. Network from which such sites are linked).

E. The Parties shall work together on mutually acceptable links (including links back to International Patent Co.) within the PCT Patent Co. Sites in order to create a robust and engaging International Patent Co. member experience. PCT Patent Co. shall take reasonable efforts to insure that International Patent Co. traffic is generally either kept within the PCT Patent Co. Sites or channeled back into the International Patent Co. Network. Except for links to a commerce area, PCT Patent Co. shall not be permitted to establish any “pointers” or links between the PCT Patent Co. Sites and any other area on or outside of the International Patent Co. Network, including, without limitation, other PCT Patent Co. Sites or sites on the World Wide Web (“Linked Sites”), without the prior written approval of International Patent Co., which approval may be conditioned upon, among other things, payment of certain linking fees and commitments providing for promotion of the International Patent Co. Sites and International Patent Co. through the Linked Site in question. In addition, International Patent Co. may restrict its approval (at any time) to specific portions of Content or functionality within a Linked Site (based on International Patent Co.’s programming objectives related to the PCT Patent Co. Sites). In such case, establishment of the link from the PCT Patent Co. Site to the Linked Site will be subject to mutual agreement of the Parties regarding the means by which access will be restricted to the approved portions of the Linked Site. Notwithstanding the foregoing, PCT Patent Co. may establish links from a PCT Patent Co. Site to another PCT Patent Co. Site provided that such links are editorial, content-specific links, to relevant areas of the PCT Patent Co. Sites. In general, such links shall be temporary (i.e., generally no more than [number] days continuous duration, and in any event, for no more than [number] days continuous duration and no more than [number] ([#]) days cumulatively (including partial duration days) in any [number]-month period).

11. TERMINATION
A. Either Party may terminate this Agreement at any time in the event of a material breach by the other Party which remains uncured after [number] ([#]) days written notice thereof.

B. Either Party may terminate this Agreement immediately following written notice to the other Party if the other Party:

1. ceases to do business in the normal course;

2. becomes or is declared insolvent or bankrupt;

3. is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within [number] ([#]) calendar days; or

4. makes an assignment for the benefit of creditors.

12. INTELLECTUAL PROPERTY
A. In designing and implementing any marketing, advertising, press releases or other promotional materials related to this Agreement and/or referencing the other party and/or its trade names, trademarks and service marks (the “Promotional Materials”), each Party shall be entitled to use the trade names, trademarks and service marks of the other Party, provided that each Party: (i) does not create a unitary composite mark involving a Mark of the other Party without the prior written approval of such other party and (ii) displays symbols and notices clearly and sufficiently indicating the trademark status and ownership of the other Party’s Marks in accordance with applicable trademark law and practice.

B. Each Party agrees that its utilization of the other Party’s Marks will not create in it, nor will it represent it has, any right, title or interest in or to such Marks other than the licenses expressly granted herein, Each Party agrees not to do anything contesting or impairing the trademark rights of the other Party.

C. Each Party agrees that the nature and quality of its products and services supplied in connection with the other party’s Marks shall conform to quality standards communicated in writing by the other Party for use of its trademarks. Each Party agrees to supply the other Party, upon request, with a reasonable number of samples of any Materials publicly disseminated by such Party which utilize the other Party’s Marks. Each Party shall disseminated by all applicable laws, regulations and customs and obtain any required government approvals pertaining to use of the other Party’s Marks.

D. Each Party will submit to the other Party, for its prior written approval, which shall not be unreasonably withheld or delayed, any Promotional Materials; provided, however, that either Party’s factual reference to the existence of a business relationship between International Patent Co. and PCT Patent Co., including, without limitation, the availability of the Content through the International Patent Co. Network, or use of screen shots relating to the distribution under this Agreement (so long as the International Patent Co. Network is clearly identified as the source of such screen shots) for promotional purposes shall not require the approval of the other Party. Once approved, the Promotional Materials may be used by a Party and its affiliates for the purpose of promoting the distribution of the Content through the International Patent Co. Network and reused for such purpose until such approval is withdrawn, existing inventories of Promotional Materials may be depleted.

E. Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party’s Marks of which it has actual knowledge. Each Party shall have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each party agrees to provide the other Party, at such other Party’s expense, with its reasonable cooperation ad assistance with respect to any such infringement proceedings.

13. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that: (i) such Party has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound; (iii) when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; (iv) such Party’s Promotional Materials will neither infringe on any copyright, U.S. patent or any other third party right nor violate any applicable law or regulation and (v) such Party acknowledges that the other Party makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this Agreement.

14. CONFIDENTIALITY
A. “Confidential Information” shall mean any confidential technical data, trade secret, know-how or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as “Confidential” or ”Proprietary”. If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced in writing and delivered to the receiving party within [number] ([#]) days of such disclosure.

B. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

C. The receiving party agrees that it will not disclose any Confidential Information to any third party and will not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of [number] ([#]) years thereafter, without the prior written consent of the disclosing party. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. No license shall be granted by the disclosing party to the receiving party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.

D. Upon the request of the disclosing party, the receiving party will promptly return all Confidential information furnished hereunder and all copies thereof.

E. The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.

F. If a Party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential information hereunder, the non- breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.

15. USE OF INTERNATIONAL PATENT CO. MEMBER
INFORMATION
A. During the Term and for the two-year period following the expiration or termination of this Agreement, neither PCT Patent Co. nor its agents will use the International Patent Co. Network to (i) solicit or participate in the solicitation of International Patent Co. Members when that solicitation is for the benefit of any entity (including PCT Patent Co.) which could reasonably be construed to be or become in competition with International Patent Co. or (ii) promote any services which could reasonably be construed to be in competition with services available through International Patent Co. including, but not limited to, services available through the Internet (e.g., the PCT Patent Co. Sites). PCT Patent Co. may not send any International Patent Co. Member e-mail communications on or through the International Patent Co. Network without a “Prior Business Relationship.” For purposes of this Agreement, a “Prior Business Relationship” shall mean that the International Patent Co. Member has either (i) purchased Products from PCT Patent Co. through the International Patent Co. Network or (ii) voluntarily provided information to PCT Patent Co. through a contest, registration, or other communication, which included clear and conspicuous notice to the International Patent Co. Member that the information provided by the International Patent Co. Member could result in an e-mail being sent to that International Patent Co. Member by PCT Patent Co. or its agents.

B. PCT Patent Co. is prohibited from collecting International Patent Co. Member screen names from public or private areas of the International Patent Co. Network, except as specifically provided below. PCT Patent Co. shall ensure that any survey, questionnaire or other means of collecting Member Information including, without limitation, requests directed to specific International Patent Co. Member screen names and automated methods of collecting screen names (an “Information Request”) complies with (i) all applicable laws and regulations, (ii) International Patent Co.’s applicable Terms of Service, and (iii) any privacy policies which have been issued by International Patent Co. in writing during the Term (the “International Patent Co. Privacy Policies”). Each Information Request shall clearly and conspicuously specify to the International Patent Co. Members at issue the purpose for which Member Information collected through the Information Request shall be used (the “Specified Purpose”).

C. PCT Patent Co. shall restrict use of the Member Information collected through an Information Request to the Specified Purpose. In no event shall PCT Patent Co. (i) provide International Patent Co. Member names, screen names, addresses or other identifying information (“Member Information”) to any third party (except to the extent specifically (a) permitted under the International Patent Co. Privacy Policies or (b) authorized by the International Patent Co. Members in question) or (ii) otherwise use any Member Information in contravention of the above section regarding “Solicitation of Members.”

16. WARRANTIES AND INDEMNITIES
A. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE USE OF OR INABILITY TO USE THE INTERNATIONAL PATENT CO. NETWORK OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT AS PROVIDED BELOW IN THE “INDEMNITY” SECTION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR MORE THAT THE AGGREGATE AMOUNTS AS OF THE DATE OF THE APPLICABLE CLAIM.

B. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INTERNATIONAL PATENT CO. NETWORK, OR ANY INTERNATIONAL PATENT CO. PUBLISHING TOOLS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INTERNATIONAL PATENT CO. SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF INTERNATIONAL PATENT CO. NETWORK OR THE PCT PATENT CO. SITES.

C. Each Party will defend, indemnify, save and hold harmless the other Party and the officers, directors, agents, affiliates, distributors, franchisees and employees of the other Party from any and all third party claims, demands, liabilities, costs or expenses including reasonable outside and in-house attorney’s fees (“Liabilities”), resulting from the indemnifying Party’s material breach of any obligation, duty, representation or warranty of this Agreement, except where Liabilities result from the gross negligence or knowing and willful misconduct of the other party.

D. Each Party agrees to (i) promptly notify the other party in writing of any indemnifiable claim and give the other Party the opportunity to defend or negotiate a settlement of any such claim at such other Party’s expense and (ii) cooperate fully with the other Party, at that other Party’s expense, in defending or settling such claim. International Patent Co. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by PCT Patent Co. hereunder, and in such event, PCT Patent Co. shall have no further obligation to provide indemnification for such matter hereunder.

E. INTERNATIONAL PATENT CO. AND PCT PATENT CO. EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION 6 SHALL BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

17. RECORD INSPECTION AND AUDITS
A. Each Party shall maintain complete, clear and accurate records of all expenses, revenues, fees, transactions and related documentation (including agreements) in connection with the performance of this Agreement (“Records”).

B. All such Records shall be maintained for a minimum of [number] ([#]) years following termination of this Agreement.

C. Each Party shall have the right, at its expense, to direct an independent certified public accounting firm subject to strict confidentiality restrictions to conduct a reasonable and necessary copying and inspection of portions of the Records of the other Party which are directly related to amounts payable to the Party requesting the audit pursuant to this Agreement.

D. Any such audit may be conducted after [number] ([#]) business days prior written notice. However, such audits shall not be made more frequently than once every twelve months. No such audit of International Patent Co. shall occur during the period beginning on [start date] and ending [end date]. In lieu of providing access to its Records as described above, a Party shall be entitled to provide the other Party with a report from an independent certified public accounting firm confirming the information to be derived from such Records.

18. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

19. RELATIONSHIP OF PARTIES
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

20. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

21. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

22. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

23. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.

24. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

25. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

26. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

[International Patent Co.]   [PCT Patent Co.]

By:       By:
Title:      Title:
Date:      Date:
EXHIBIT A
TO INTERACTIVE SERVICES AGREEMENT BETWEEN
[International Patent Co.]
AND
[PCT Patent Co.]
DATED [Date]

 

[Describe placements]
EXHIBIT B
TO INTERACTIVE SERVICES AGREEMENT BETWEEN
[International Patent Co.]
AND
[PCT Patent Co.]
DATED [Date]

 

[Description of Content on PCT Patent Co. Sites]