Content Distribution Agreement  
                                
                                
                                
                                
                                
                                
        Document 4066A                      www.leaplaw.com 
        Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor 
        any of the providers of information that appear on the web site is engaged in rendering legal, accounting or other 
        professional services.  If you require legal advice or other expert assistance, you agree that you will obtain the 
        services of a competent, professional person and will not rely on information provided on the web site as a substitute 
        for such advice or assistance.  Neither the presentation of this document to you nor your receipt of this document 
        creates an attorney-client relationship. 
                                                  CONTENT DISTRIBUTION AGREEMENT 
                           THIS CONTENT DISTRIBUTION AGREEMENT (this “Agreement”) is entered into 
                  by and between [NAME OF COMPANY], a [             ] corporation (the “Company”), and 
                  [NAME OF DISTRIBUTOR], a [        ] corporation (“Distributor”), as of [        ], 20[  ] (the 
                  “Effective Date”). 
                           WHEREAS, Distributor owns and operates the electronic information distribution service 
                  defined in Exhibit A (the “Distribution Service”); and 
                           WHEREAS, Distributor wants to obtain from the Company the right to receive the 
                  Licensed Content (defined below) by the Delivery Methods (defined below) and make the 
                  Licensed Content available to certain users of the Distribution Service, all on the terms and 
                  conditions set forth in this Agreement; 
                           NOW THEREFORE, in consideration of the premises and the mutual covenants 
                  contained in this Agreement, the parties agree as follows: 
                  1.       Definitions.   The following definitions apply to capitalized terms in this Agreement. All 
                  other capitalized terms are defined in the body of the Agreement. 
                           1.1      “Ad Guidelines” means the Online Advertising Guidelines that have been 
                  provided to the Distributor from the Company, they may be amended from time to time by the 
                  Company 
                           1.2 “Affiliate” means a Person which, directly or indirectly, owns or controls, is 
                  owned or is controlled by or is under common ownership or control with another Person; 
                  “control” and its derivatives means the power to direct the management or affairs of a Person; 
                  and “own” and its derivatives means the beneficial ownership of 50% or more of the voting 
                  equity securities or other equivalent voting interests of the Person. 
                           1.3      “Change of Control” means as to Company or Distributor (a) the sale, 
                  conveyance, transfer, or disposition of all or substantially all of such party’s assets, business, 
                  technology, intellectual property or other material goods, to a third party, (b) the acquisition of 
                  such party by a third party (whether through a merger, acquisition, consolidation or other 
                  transaction or series of transactions) the consummation of which results in a Person (other than 
                  an Affiliate of such party prior to such transaction) becoming the beneficial owner of fifty (50%) 
                  percent or more of the outstanding equity interests or voting power in such party, other than, in 
                  the case of this clause (b), an acquisition or a merger or consolidation in which holders of shares 
                  of voting capital stock immediately prior to the acquisition, merger or consolidation will not 
                  have at least fifty (50%) percent of the ownership of voting capital stock of the acquiring third 
                  party or the surviving corporation in such merger or consolidation, or transaction effected solely 
                  for purpose of changing the corporate domicile of such party, as the case may be, immediately 
                  after the merger or consolidation. 
                           1.4 “Company Composite Feed” means the specifications set forth on Exhibit E. 
                           1.5      “Licensed Content” means information owned by the Company that is more 
                  fully described in Exhibit B attached hereto. 
                  Content Distribution Agreement                                                                    www.leaplaw.com 
                       1.6 “Commercial Available Date” means the date that the Licensed Content is first 
                made commercially available in the Distribution Service. 
                       1.7 “Confidential Information” means all confidential and proprietary information 
                of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally 
                or in writing, that is either marked or designated as confidential or is identified in writing as 
                confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party; provided 
                that the following shall be deemed to be Confidential Information even if not so marked or 
                identified: the terms and conditions of this Agreement (including pricing and other terms 
                reflected in all schedules hereto), the Disclosing Party’s business and marketing plans, 
                technology and technical information, product designs, and business processes, any information 
                or materials with the name, sign, trade name or trademark of the Disclosing Party and any 
                information that a reasonable person would deem confidential or proprietary given the nature of 
                the information and the circumstances under which it is disclosed. “Confidential Information” 
                does not include any item of information which (a) is or becomes available in the public domain 
                without the fault of the Receiving Party; (b) is disclosed or made available to the Receiving Party 
                by a third party without restriction and without breach of any relationship of confidentiality; (c) 
                is independently developed by the Receiving Party without access to the disclosing party’s 
                Confidential Information; or (d) is known to the recipient at the time of disclosure. 
                       1.8 “Delivery Methods” means [delivery methods of the Licensed Content by the 
                Company that is more fully described in Exhibit C attached hereto] OR [a format that will allow 
                Distributor to easily upload or post the Licensed Content onto the Site].. 
                       1.9 “Marks” means the trademarks and service marks owned by the Company. 
                       1.10 “Intellectual Property Rights” means (a) all inventions (whether or not 
                patentable and whether or not reduced to practice), all improvements thereto, and all patents, 
                patent applications, and patent disclosures, together with all reissuances, divisions, continuations, 
                continuations-in-part, revisions, renewals, extensions, and reexaminations thereof, (b) all works 
                of authorship, including all mask work rights, database rights and copyrightable works, all 
                copyrights, all applications, registrations and renewals in connection therewith, and all moral 
                rights, (c) all trade secrets, (d) all registered and unregistered trademarks, service marks, trade 
                dress, domain names, logos, trade names, and corporate names, together with all translations, 
                adaptations, derivations, and combinations thereof and including all goodwill associated 
                therewith, and all applications, registrations and renewals in connection therewith, (e) all 
                derivative works of any of the foregoing; (f) any other similar rights or intangible assets 
                recognized under any laws or international conventions, and in any country or jurisdiction in the 
                world, as intellectual creations to which rights of ownership accrue, and all registrations, 
                applications, disclosures, renewals, extensions, continuations or reissues of the foregoing now or 
                hereafter in force, and (g) all copies and tangible embodiments of all of the foregoing (a) through 
                (f) in any form or medium throughout the world. 
                       1.11    “Member Agreement” means the form that is entered into between the Company 
                and its Registered Users, a form of which is attached as Exhibit D. 
                       1.12 “Registered User” means an individual who (i) provides at least his or her first 
                and last name and e-mail address to Distributor, (ii) becomes legally bound by Distributor’s 
                Content Distribution Agreement                  2                                www.leaplaw.com 
                  online member agreement and (iii) has access, by subscription or other arrangement with 
                  Distributor, to any portion of the Licensed Content. 
                  2.       Grant of Rights; Restrictions. 
                           2.1      Access to Licensed Content.  The Company hereby grants to Distributor, subject 
                  to the terms and conditions contained in this Agreement, a limited, non-exclusive, [world wide] 
                  nontransferable right to: (a) receive by the Delivery Methods the Licensed Content; (b) store 
                  only the most recent transmission of the Licensed Content on one host computer owned and 
                  operated by Distributor located within the United States (the “Distributor Host Computer”); 
                  and (c) distribute and display the Licensed Content solely to “Registered Users” (as defined in 
                  Section 2.2(a) (Registered Users; License Restrictions), solely by means of the Distribution 
                  Service using the Authorized Distribution Methods.  No provision of this Agreement shall be 
                  deemed to restrict or limit the Company’s right to market, sell, distribute, display or otherwise 
                  provide access to the Licensed Content directly or indirectly anywhere in the world, or enter into 
                  contracts, grant licenses or make arrangements with any other party to market, sell, distribute, 
                  display or otherwise provide access to the Licensed Content anywhere in the world.  Distributor 
                  shall not sublicense or otherwise transfer or assign any right granted in this Section 2.1 (Access 
                  to Licensed Content) to any other person or entity.  Any such attempted sublicense or transfer 
                  shall be void. 
                           2.2      Registered Users; License Restrictions. 
                           (a)       Distributor shall cause each Registered User to be legally bound by its online 
                  Member Agreement.  Distributor shall not amend the Member Agreement in any way [that is 
                  unfavorable to the Company] [without the Company’s written consent]. 
                           (b)      Distributor shall not: 
                                    (i)       post the Licensed Content in any “public” or “free” area, or area 
                                             accessible without a password, on the World Wide Web; 
                                    (ii)      distribute the Licensed Content to any third party other than a Registered 
                                             User; 
                                    (iii)     distribute the Licensed Content by any means other than through the 
                                             Distribution Service and using the Authorized Distribution Methods; 
                                    (iv)      incorporate or “bundle” the Distribution Service as one information source 
                                             or service of many available through third-party front-end software or a 
                                             third-party, electronic information service or web site; 
                                    (v)       permit Registered Users to access the Licensed Content through any 
                                             interactive online or electronic information service other than the 
                                             Distribution Service; 
                                    (vi)     actively engage in or authorize making any of the Licensed Content 
                                             available: (A) as part of a “co-branded” or “private label” web site, web 
                  Content Distribution Agreement                            3                                       www.leaplaw.com