exv10w14



 




Exhibit 10.14



AMENDED AND RESTATED AGREEMENT




THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and is effective as of the
1st day of August, 2006 (the “Effective Date”), by and between Vocus, Inc., a Delaware
corporation (“Vocus”) and PR Newswire Association LLC, a Delaware limited liability company (“PR
Newswire”; PR Newswire and Vocus sometimes individually referred to as “Party” and collectively as
“Parties”).



RECITALS




WHEREAS, Vocus develops and hosts web-based applications for use on the Internet;



WHEREAS, Vocus currently markets and sells Vocus Public Relations (the “VPR Service”), Vocus
Professional Edition (the “VPE Service”) and Vocus Enterprise Edition online software solutions
for corporate communications management;



WHEREAS, PR Newswire operates a specialized news and information service, which, among other
things, processes and transmits news releases and other information over electronic communications
systems to news media and others throughout the United States and overseas and services investor
relations, public relations and other communications professionals;



WHEREAS, PR Newswire wishes to continue to license from Vocus a certain web-based application (the
“Original Application”) for use in the service marketed by PR Newswire and hosted by Vocus,
currently known as MEDIAtlas (formerly known as Online MEDIAtlas) (the “MEDIAtlas Service”);



WHEREAS, PR Newswire also wishes to license from Vocus a certain web-based application currently
known as Vocus Professional Edition (the “PE Application”, together with the “Original
Application,” the “Applications”) for use in the new MEDIAtlas Gold Service (the “PE Service”,
together with the MEDIAtlas Service, the “Services”);



WHEREAS, the parties are parties to that certain Agreement effective as of August 1, 2003 (the
“Original Agreement”);



WHEREAS, the term of the Original Agreement expires pursuant to its terms as of the date hereof
and the Parties desire to extend the term of the Original Agreement; and



WHEREAS, the parties desire to amend and restate the Original Agreement in its entirety to include
the license of the PE Application and to extend the term, as more particularly set forth herein.




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NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements contained
herein, the Parties mutually agree as follows:



l. Vocus’ Services and Responsibilities.




     (a) The Applications. The Original Application provided by Vocus shall
include all features and functionality available in the current version of the MEDIAtlas
Service. The PE Application shall include the features and functionality set forth in the
fourth (4th) column entitled “PE Application” on Exhibit C attached hereto and
made a
part hereof, and the optional add-ons set forth on Exhibit D attached hereto and made a
part hereof (the “Add-Ons”), which shall be provided at an end-user’s election. In the
event Vocus adds a “projects functionality” to the VPE Service, it shall also add a
projects functionality to the PE Application at no additional cost to PR Newswire.




     (b) Maintenance and Upgrades. Vocus shall be solely responsible for all
updates and maintenance of all versions of the Applications and for any mutually agreed
upon enhancements with respect to the Applications. Vocus shall provide PR Newswire
with at least two (2) business days’ notice of all regularly scheduled maintenance that
will require a Service to be inoperative for any period of more than eight consecutive
hours. If a Service becomes inoperative for a total aggregate of forty-eight (48) hours in
any seven (7) day period except for force majeure, then PR Newswire shall have the right
to terminate this Agreement immediately upon written notice to Vocus to such effect.
Vocus shall at all times make available for use in the Services the most current and up-to-date version of the Applications and all upgrades thereto.




     (c) Technical Support.




     (i) Vocus shall provide technical support services to all PR Newswire support
representatives, consisting of advanced help, troubleshooting, and “bug” fixes, which
shall be provided by the appropriate Vocus support services staff.




     (ii) Vocus’ Director of Support Services or a designated representative will be PR
Newswire’s primary management contact at Vocus for all support issues related to the
Agreement. Vocus shall notify PR Newswire promptly in the event this contact changes.
The escalation path for support related issues is as follows:




     Level I — Support Services Representative




     Level II — Support Services Tier II Representative or Supervisor




     Level III — Support Services Manager




     Level IV — VP Operations




     Level V — CTO




     (iii) The support services groups for both Vocus and PR Newswire shall provide
support services according to a mutually agreed upon schedule.



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     (d) Hosting Infrastructure. Vocus shall host and maintain the Services on its
servers (the “Vocus Server”). The Services, including any Add-Ons, shall be fully
accessible, usable and functional in accordance with the specifications and requirements
of this Agreement at all times during the Term (as hereinafter defined), twenty-four (24)
hours a day, three hundred sixty-five (365) days a year, other than for emergency
maintenance and regularly scheduled maintenance that may only be conducted during
non-peak usage periods. If the Vocus Server becomes inoperative for a total aggregate of
forty-eight (48) hours in any seven (7) day period except for force majeure, then PR
Newswire shall have the right, at its sole election, to terminate this Agreement
immediately upon written notice to Vocus to such effect, or to host the Services on a
different server and to deduct any costs in connection therewith from amounts otherwise
due and owing to Vocus hereunder.




     (e) Training. As requested by PR Newswire, Vocus shall provide one (1)
or more qualified instructor(s) to provide training and instruction, as jointly agreed upon
by the parties, to PR Newswire, its employees and designees regarding support and sales
for the PE Application. Such training shall include one-half a day of training for the
eight (8) member PE Application product team and one-half day of training for the eight
(8) member PE Application sales team. In addition, Vocus shall provide one (1) or more
qualified instructor(s) to provide training and instruction, as jointly agreed upon by the
parties, to PR Newswire, its employees and designees regarding the set-up of the News
on Demand Add-On feature described on Exhibit D.




     (f) Branding. Vocus shall brand the PE Application for PR Newswire at
no additional charge. Such branding, which shall be subject to PR Newswire’s approval,
shall include, but not be limited to, the following: (i) incorporation of the PR Newswire
and MEDIAtlas Gold logo within the top banner of the site; (ii) inclusion of a “Send to
PR Newswire” function — a link between the PE Service and PR Newswire’s distribution
services with necessary PR Newswire-specific field names; (iii) PR Newswire/PE Service
branding in the “help” section; (iv) PR Newswire/PE Service branding on the “login”
page; and (v) application of the PR Newswire color scheme to the entire PE Application.



     2. PR Newswire’s Services and Responsibilities.




     (a) Product Sales and Marketing. PR Newswire shall present and market the
Services to PR Newswire’s clients through PR Newswire’s offices and sales
representatives worldwide. Such marketing shall include, without limitation, creating
brochures or other literature in connection with the Services and performing market
research. Upon accessing the Services, the phrase “powered by Vocus” and the Vocus
mark will be visible to the customer. The “powered by Vocus” phrase and mark will also
be used whenever and wherever the Services are promoted.



     (b) Technical Support. PR Newswire shall provide Level I technical support
services, including reasonable technical assistance by telephone and e-mail, to all users of
the Services, which shall be provided by PR Newswire representatives in the use and
support of the Services.



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     (c) Administrative Services. PR Newswire shall provide all accounting
services in connection with the Services; including the invoicing and collection of all
revenues generated in connection with sales of the Services.




     (d) Data. PR Newswire may offer the following three (3) different Data
modules for sale in connection with the PE Application: UK Data; European Data; and
Global Data. For purposes of this Section 2(d), “Data” shall mean: Contact and Outlet
information owned or licensed by PR Newswire. “Contact” shall mean: journalists,
financial analysts or politicians. “Outlet” shall mean: either media outlets, financial
organizations of political institutions. Contact information includes name, postal address,
job title, outlet, phone number, fax number, email address, delivery preference, role,
working language and coverage subjects. Outlet information includes name, postal
address, phone number, fax number, email address, Web site URL, outlet type,
frequency, news focus, coverage subjects, working language and circulation/audience.
UK Data shall mean: Data where the country field set in PR Newswire’s global media
database is either United Kingdom or Ireland. European Data shall mean: Data where the
country field set in PR Newswire’s global media database is one of the countries listed on
Exhibit E attached hereto and made a part hereof (collectively, the “European
Countries”). Global Data shall mean: Data where the country field set in PR Newswire’s
global media database is one of the countries listed on Exhibit G attached hereto and
made a part hereof or the European Countries.




     (e)
Vocus Enterprise Service. In the event a PR Newswire customer requests
information about services similar to Vocus’ “Enterprise” service. PR Newswire shall
refer such PR Newswire customer to Vocus to provide the Enterprise Service.




3. License. Subject to the terms and conditions of this Agreement, Vocus hereby
grants to PR Newswire, its affiliates and subsidiaries, a non-exclusive (subject to Section
4 below) limited, non-transferable, worldwide license during the Term (i) to access,
market and use the Applications and any updates thereto or versions thereof in
connection with the marketing, sale and provision of the Services, (ii) to use Vocus’
trademarks and logo (the “Vocus Trademarks”) solely in connection with the sale,
advertising and promotion of the Services, and (iii) to sublicense the Applications to
those third parties listed on Exhibit A attached hereto and made a part hereof.




4. Non-Compete; Exclusivity. During the Term, Vocus shall not license the
Original Application or any substantially similar application, excluding the VPR Service
and the VPE Service, to any of the direct competitors of PR Newswire listed on Exhibit B
attached (as updated from time to time upon mutual agreement of the Parties) hereto
without the prior written consent of PR Newswire.




5. Royalties and Payments.




     (a) PR Newswire Payments and Royalties to Vocus. In return for the rights granted
herein and all obligations to be performed by Vocus hereunder, PR Newswire shall, subject to
Section 5(c) below, pay to Vocus a royalty (the “Royalty”) for each consecutive twelve (12) month
period during the Term equal to the greater of (i) 35%




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(the “Royalty Rate”) of the aggregate gross revenues received for sales (including any add-ons) of
the MEDIAtlas Service and Australian Associated Press’ sales of the Services in Australia
(collectively, “Gross Revenues”) and (ii) a minimum royalty of $600 for each sale of the Service;
provided that in the event the Royalty payable in the applicable twelve (12) month period
exceeds $1,500,000, the Royalty Rate shall be reduced to 30% in respect of all Gross Revenues for
the remainder of the applicable twelve month period; and further provided that in the
event the Royalty payable exceeds $2,000,000, the Royalty Rate shall be further reduced to 25%
with respect of all Gross Revenues for the remainder of the applicable twelve (12) month period,
and subject to the minimum royalty of $600 for each sale of the Service. Notwithstanding the
foregoing, in the event the Royalty payable in respect of a twelve (12) month period is less than
$1,200,000.00 (the “Minimum Guaranty”), PR Newswire shall pay Vocus an amount equal to the
difference between the Minimum Guaranty and the Royalty (the “Shortfall”) in accordance
with Section 5(c) below, in the event that an organization has access to any of the Services for
less than one year, Vocus will credit back the unused portion as determined by the date in which
the organization no longer had access to the subscription.




     (b) PR Newswire Payments and Royalties to Vocus for the PE Application.
Notwithstanding the foregoing Section 5(a), in return for the rights granted herein and all
obligations to be performed by Vocus hereunder with respect to the PE Application, PR
Newswire shall pay to Vocus a quarterly royalty (the “PE Royalty”) which shall be equal
to the greater of (i) 50% of the aggregate gross revenues received for one-year
subscriptions for the PE Service and (ii) the minimum royalty specified in Exhibit H
attached hereto and made a part hereof according to number of concurrent user seats
purchased, plus the greater of (x) 50% of the aggregate gross revenues for all Add-Ons
for a one-year subscription for the PE Service and (y) $780 per one-year subscription, or
in the case of News on Demand Unlimited Clips, according to number of concurrent user
seats purchased as specified on Exhibit H. In the event that an organization has access to
the PE Application for less than one year, Vocus will credit back the unused portion as
determined by the date in which the organization no longer had access to the
subscription. Notwithstanding the foregoing, in the event any of the existing customers
of the MEDIAtlas Service set forth on Exhibit F attached hereto and made a part hereof
switch their subscriptions from the MEDIAtlas Service to the PE Service, the royalty for
such subscriptions to the PE Service shall be calculated in accordance with Section 5(a)
above. For purposes of this Section 5(b), the number of “concurrent user seats” shall
mean the number of users who can access the Services at the same time with such
subscription.




     (c) Payment Terms. Vocus shall issue an invoice for the Royalty and the PE
Royalty at the end of each calendar quarter for the applicable quarter and PR Newswire
shall pay such invoice within thirty (30) days following the end of each quarter. The
Shortfall, if any, shall become due and payable within forty-five days after the end of the
Initial Term or any renewal period, as the case maybe. All payments hereunder shall be
accompanied by detailed financial reports in such format as Vocus shall approve and
containing such information as Vocus shall reasonably require. If any royalties on the
invoice are disputed by PR Newswire, PR Newswire shall pay the non-disputed royalties
to Vocus pursuant to this Section 5 and shall promptly notify Vocus in writing of the



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disputed royalties. The parties shall work to resolve the disputed amounts through friendly
consultation.




     (d) Books and Records. PR Newswire shall maintain books and records
accurately reflecting all matters affecting revenue due to Vocus and relating in any way
to the sale of the Services. Such records shall include customer name, amount of
royalties owed and term of contract. Vocus, by its duly authorized representative, shall
have the right, at reasonable times and upon reasonable notice to PR Newswire to inspect
and audit such books and records to verify the accuracy of any statement related to the
revenue due to Vocus but no more than once during any twelve (12) month period. If any
inspection shall disclose an error of any amount, the parties shall promptly adjust the
same and PR Newswire shall immediately make payment to Vocus of all required
amounts. In the event that a discrepancy is discovered of greater than five percent (5%),
PR Newswire shall pay for the costs of the relevant inspection(s) and/or audit(s). PR
Newswire shall maintain the books and records required herein for no less than a two (2)
year period following expiration or termination of this Agreement.




     (e) The Parties acknowledge and agree that in accordance with that certain
agreement between Vocus and PR Newswire dated as of March 14, 2001, which was
superseded by the Original Agreement, PR Newswire prepaid certain amounts in respect
of the licensing of the Existing Application (“Existing Prepayment”), and any remaining
amounts of the Existing Prepayment shall be hereby waived upon the execution of this
Agreement, however, Vocus agrees to continue to support any existing customers using
the French or Spanish versions of the Applications.




6. Service Trials. PR Newswire is permitted to provide prospective customers with
temporary and free use of the MEDIAtlas Service (the “Trial”) provided that: each Trial
term is limited to 72 hours; all Trial customers are identified as such in the Original
Application by a separate customer code, as assigned by PR Newswire; the aggregate
number of Trials granted by PR Newswire shall be limited to a number deemed
reasonable by Vocus.




7. Warranty and Other Obligations.




     (a) Warranty. Vocus warrants and represents that the Applications provided hereunder
shall conform to the corresponding specifications and requirements provided in connection with the
Original Agreement and this Agreement during the Term (or any extension thereto) of this Agreement.
If at any time an Application does not function pursuant to such requirements, PR Newswire shall
provide Vocus with written notice to such effect, and Vocus shall promptly respond within one (1)
business day, and within three (3) business days following its receipt of PR Newswire’s written
notice, use commercially reasonable efforts to remedy any such problems or deficiencies at its sole
cost and expense, or provide PR Newswire with a mutually acceptable plan for such remedy which
shall include a schedule for completion of such remedy. Notwithstanding the foregoing, Vocus shall
not be responsible for any such problems or deficiencies to the




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extent caused by the misuse of, or improper tampering with or modifications to, the Applications
by PR Newswire or its customers, or any such problems related to data, services, or software tools
provided by parties other than Vocus. The Parties agree at all times to work closely in
consultation with each other and to act reasonably so as to resolve any problems which may arise
pursuant to this Section 7(a).




     (b) Export Control. The term “technical data” used in this section is defined
in the United States Export Administration Regulations (“Regulations”). The Parties
acknowledge that to the extent any tangible or intangible technical data provided under
this Agreement are subject to United States export laws and the Regulations, each Party
agrees that it will not use, distribute, transfer, or transmit technical data provided by the
other Party under this Agreement except in compliance with United States export laws
and the Regulations. Each Party shall comply with the Foreign Corrupt Practices Act, as
amended, and the rules and regulations thereunder.




     (c) PR Newswire Customers. During the Term, Vocus shall not solicit
active customers of the MEDIAtlas Service in Europe. Notwithstanding the foregoing,
in the event a MEDIAtlas Customer approaches Vocus and expresses an interest in
purchasing the Enterprise Service, provided Vocus has not in any manner solicited such
contact; Vocus may sell the VPE Service to such MEDIAtlas Customer.




8. Ownership.




     (a) Vocus Applications and Trademarks. The Parties hereby acknowledge
that Vocus shall be the sole owner of all right, title and interest in and to the
Applications,
the source code contained therein, and the Vocus Trademarks, including without
limitation all intellectual property rights therein.




     (b) Prohibition. PR Newswire shall not, and shall not authorize third parties
to, decompile, disassemble, reverse engineer, or make any derivative works,
modifications or other use whatsoever of the Applications or any of Vocus’ proprietary
material or confidential information, except as expressly authorized herein.




9. Confidential Information.




     (a) Confidentiality Obligations. Vocus and PR Newswire shall each (i) hold the
Confidential Information (as defined below) of the other in trust and confidence and avoid the
disclosure or release thereof to any other person or entity by using the same degree of care as it
uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of
a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information
of the other Party for any purpose whatsoever except as expressly contemplated under this
Agreement. Each Party shall disclose the Confidential Information of the other only to those having
a need to know such Confidential Information and shall take all reasonable precautions to ensure
compliance with the provisions of this Section 9.



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     (b) Confidential Information. The term “Confidential Information” shall
mean any and all information or proprietary materials (in every form and media) not
generally known in the relevant trade or industry and which has been or is hereafter
disclosed or made available by either Party (the “Disclosing Party”) to the other (the
“Receiving Party”) in connection with the efforts contemplated hereunder, including (i)
all trade secrets, including, without limitation, the PR Newswire database; (ii) existing or
contemplated products, services, designs, technology, processes, technical data,
engineering, techniques, methodologies and concepts and any information related thereto;
and (iii) information relating to business plans, sales or marketing methods and customer
information, including without limitation, customer lists or requirements.




     (c) Exceptions. The obligations of either Party under this Section 9 will not
apply to information that the Receiving Party can demonstrate (i) at the time of disclosure
is generally available to the public or after disclosure becomes generally available to the
public through no breach of agreement or other wrongful act by the Receiving Party; (ii)
is independently developed by the Receiving Party without regard to the Confidential
Information of the other Party; or (iii) is required to be disclosed by law or order of a
court of competent jurisdiction or regulatory authority, provided that the Receiving Party
shall furnish prompt written notice of such required disclosure and reasonably cooperate
with the Disclosing Party, at the Disclosing Party’s expense, in any effort made by the
Disclosing Party to seek a protective order or other appropriate protection of its
Confidential Information.




10. Representations and Warranties.




     (a) By PR Newswire. PR Newswire represents and warrants as follows:




     (i) it has the full corporate right, power and authority to enter into this Agreement
and to perform the acts required of it hereunder;




     (ii) its execution of this Agreement and performance of its obligations hereunder do
not and will not violate any agreement to which it is a party or by which it is bound;




     (iii) when executed and delivered, this Agreement will constitute the legal, valid
and binding obligation of such Party, enforceable against it in accordance with its terms;
and




     (iv) it shall not make any use of the Applications, the Vocus Trademarks or any other
intellectual property of Vocus (the “Vocus Intellectual Property”), or authorize any third
party to make any use of the Vocus Intellectual Property, except as specifically permitted
pursuant to the terms of this Agreement.




     (b) By Vocus. Vocus represents and warrants as follows:




     (i) it has the full corporate right, power and authority to enter into this Agreement
and to perform the acts required of it hereunder;



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     (ii) its execution of this Agreement and performance of its obligations hereunder do
not and will not violate any agreement to which it is a party or by which it is bound;




     (iii) when executed and delivered, this Agreement will constitute the legal, valid and
binding obligation of such Party, enforceable against it in accordance with its terms;




     (iv) in its performance under and related to this Agreement, it shall comply with all
applicable laws, rules and regulations, including, without limitation, all intellectual
property and export control laws;




     (v) it shall not make any use of PR Newswire’s media database, PR Newswire’s
trademarks or any other intellectual property of PR Newswire (the “PR Newswire Intellectual
Property”), or authorize any third party to make any use of the PR Newswire Intellectual
Property, except as specifically permitted pursuant to the terms of this Agreement;




     (vi) it shall, at its sole cost and expense, secure and maintain all necessary
licenses, permits, authorizations and/or other approvals necessary for its performance
hereunder, and shall comply with all applicable laws, rules and regulations in the
operation of the Applications and the Services; and




     (vii) it shall utilize technology and security features consistent with reasonable
applicable industry standards and will make commercially reasonable efforts to utilize
systems that incorporate recent advances and developments in technology.




11. Indemnification. Each Party (the “Indemnifying Party”) will defend (or settle,
as applicable), indemnify and hold harmless the other Party (the “Indemnified Party”), and
the respective directors, officers and employees of the Indemnified Party, from and against any and
all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys’ fees)
arising out of or in connection with any third-party claim alleging any breach of such Party’s
representations or warranties set forth in this Agreement. The Indemnified Party agrees that the
Indemnifying Party shall have sole and exclusive control over the defense and settlement of any
such third party claim. However, the Indemnifying Party shall not acquiesce to any judgment or
enter into any settlement that adversely affects the Indemnified Party’s rights or interests
without the prior written consent of the Indemnified Party. The Indemnified Party shall promptly
notify the Indemnifying Party of any such claim of which it becomes aware and shall: (i) at the
Indemnifying Party’s expense, provide reasonable cooperation to the Indemnifying Party in
connection with the defense or settlement of any such claim; and (ii) at the Indemnified Party’s
expense, be entitled to participate in the defense of any such claim. Any failure on the part of
the Indemnified Party to promptly notify the Indemnifying



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Party of any such third party claim shall only relieve the Indemnifying Party to the extent that
the Indemnifying Party is actually prejudiced thereby. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE
THEORY OF LIABILITY), ARISING FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO,
LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.




12. Term and Termination.




     (a) This Agreement shall commence on the Effective Date and end on July
31st, 2007 (the “Initial Term”) unless sooner terminated as set forth hereunder.
This
Agreement shall automatically renew for successive one (1) year periods, unless either
Party gives the other Party at least ninety (90) days’ prior written notice of its intent not
to renew. Upon any such renewal, “Term” shall be deemed to include the Initial Term
and such renewal period.




     (b) This Agreement may be terminated, without waiver of any or all legal
remedies available at law and in equity, as follows:




     (i) At any time after the Initial Term, either Party may terminate this Agreement by
giving ninety (90) days prior written notice to the other Party of its intention to
terminate.




     (ii) Either Party may terminate this Agreement, effective immediately, at any time
upon thirty (30) days prior written notice upon the happening of any of the following
events:




     a Party ceases to function as a going concern or to conduct its operation in
the normal course of business, or




     a Party becomes involved in financial difficulties resulting in the
appointment of a receiver or trustee, establishment of a moratorium for the
payment of indebtedness, a petition in bankruptcy or an assignment on behalf of a
Party’s creditors.




     (iii) If either Party commits a material breach of any provisions of this Agreement
for any reason, the other Party may terminate the Agreement at any time, if after
providing written notice to the breaching Party of the alleged breach or failure, the
breach or failure remains uncured for a period of thirty (30) business days after receipt
of such notice; provided, however, that a Party shall not be entitled to more than one (1)
cure period for the same or similar categories of breaches during the Term of this
Agreement.




     (c) After termination or expiration of this Agreement, Vocus will fulfill orders
for the Services received by Vocus prior to the event giving rise to the termination. In




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order to enable PR Newswire to meet any contractual obligations to its customers for the Services,
in the event of termination or expiration of this Agreement, both Parties agree to continue to
operate under the terms and conditions of this Agreement as it relates solely to and for the full
term of any PR Newswire customer agreement for the Services.




13. Relationship of the Parties. The relationship of the Parties hereto shall be that of
independent contractors with respect to this Agreement. Nothing in this Agreement shall
be construed to place the Parties in the relationship of partners, joint venturers or agents,
and no Party shall have the power to obligate or bind any other Party in any manner
whatsoever nor shall any Party have or be deemed to have any fiduciary obligations to
any other Party.




14. Force Majeure. If a Party is prevented from performing any of its obligations set
forth in this Agreement by reason of an act of God, strike, labor dispute, injunctions,
judgments, adverse claims, fire, flood, embargo, delay in transportation, systems failures,
including without limitation, public disaster or any other cause or reason beyond the
control of a Party, as the case may be, such condition shall be deemed a valid excuse for
failure on its part to perform or for delay in the performance of such obligations.
Notwithstanding the foregoing, in the event that such failure or delay persists for thirty
(30) days, the affected Party may terminate this Agreement immediately upon receipt of
written notification of termination.




15. Miscellaneous Provisions.




     (a) Notices. Any notice required or permitted to be given under the terms of this
Agreement shall be sufficient if in writing and if sent postage prepaid by registered or certified
mail, return receipt requested; by overnight delivery; by courier; or by confirmed facsimile,
addressed as follows:


If to PR Newswire:



810
Seventh Avenue
New York, New York 10019
Attention: Ken Dowell

Facsimile: (201) 946-9176



With a copy to its General Counsel

Facsimile: (212) 489-9054



If to Vocus:



4325 Forbes Blvd.

Lanham, MD 20706

Attention: Steven Vintz, Chief Financial Officer





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All notices shall be effective upon receipt, provided that any notice sent via facsimile shall be
deemed effective upon receipt by the sending Party of confirmation of receipt of such facsimile.
Either Party may from time to time change its contact person or its address as set forth above by
notifying the other Party of such new information in writing.




     (b) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall constitute
but one agreement.




     (c) Binding Effect/Assignment. This Agreement may not be assigned by
either Party without the prior written consent of the other Party except that either Party
may assign this Agreement without such consent to an acquirer of all or substantially all
of that Party’s business or assets; provided, however, that neither Party may assign this
Agreement to a direct competitor of the other Party (a “Direct Competitor”) under any
circumstances without the prior written approval of the other Party. For purposes of
clarity, neither Party shall have the right to prevent or enjoin the other Party from
transferring all or substantially all of its assets to any Direct Competitor; rather, the
other
Party may elect not to approve of any such assignment, in which event this Agreement
shall be deemed terminated as of the effective date of any such transaction between a
Party and the Direct Competitor. This Agreement will bind and inure to the benefit of
each party’s permitted successors and assigns. Any purported transfer, assignment or
delegation in violation of the foregoing will be null and void and of no force or effect.




     (d) Survival. The provisions of Sections 5, 7, 8, 9, 10, 11, and 15 shall
survive the expiration or termination of this Agreement.




     (e) Completeness and Modification. This Agreement constitutes the entire
understanding between the Parties and supersedes and cancels any and all previous
agreements and understandings between the Parties pertaining to the subject matter of
this Agreement, including but not limited to the Original Agreement. This Agreement
may be amended, modified, superseded or canceled, and any of its terms, covenants,
representations, warranties or conditions may be waived, only in writing signed by duly
authorized representatives of both Parties.




     (f) Waiver. The waiver of a breach of any term or condition of this
Agreement shall be deemed to constitute the waiver of any other breach of the same or
any other term or condition.




     (g) Severability. The invalidity or unenforceability, in whole or in part, of
any covenant, promise or undertaking, or any section, subsection, paragraph, sentence,
clause, phrase or word or of any provision of this Agreement shall not affect the validity
or enforceability of the remaining portions hereof.




     (h) Choice of Law; Venue. This Agreement shall become valid when executed by both
Parties. The Parties agree that this Agreement shall be deemed made and entered into in the State
of New York and shall be governed and construed under and in accordance with the laws of the State
of New York and applicable Federal Statutes, without giving effect to any conflicts of law
principles. Any judicial action or proceeding



12









 






shall be brought solely in New York County in the state or federal courts therein and the parties
hereby consent to personal jurisdiction therein.




     (i) Construction. This Agreement shall be construed within the fair meaning of
each of its terms and not against the Party drafting the document.




     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth in the
first paragraph of this Agreement.



	 	 	 	 	 	 	 
	VOCUS, INC.	 	PR NEWSWIRE ASSOCIATION LLC
	 
	 	 	 	 	 	 
	By:

	 	
	 	By:
	 	
	 

	 	 
	 	 	 	 
	Name:

	 	Richard Rudman
	 	Name:
	 	Ken Dowell
	Title:

	 	President & CEO
	 	Title:
	 	Executive VP
	 
	 	 	 	 	 	 
	Date:

	 	9/29/06
	 	Date:
	 	9/29/06
	 

	 	 
	 	 	 	 





13









 







Exhibit A




Companies to which PR Newswire may sublicense the Applications



Australian Associated Press

news aktuell GmbH





14









 







Exhibit B




Direct Competitors of PR Newswire



The entities listed below will be considered direct competitors of PR Newswire for the purposes of
this Agreement. Additions may be made to this list at any time upon mutual agreement by PR Newswire
and Vocus.



Business Wire

MarketWire

PrimeZone
US
Newswire





15









 







Exhibit C




	 	 	 	 	 	 	 
	 	 	 	 	 	 	PE
	 	 	Description	 	MA	 	Application
	Media Contacts

	 	 	 	X
	 	X
	 
	 	 	 	 	 	 
	Media Outlets

	 	 	 	X
	 	X
	 
	 	 	 	 	 	 
	Activities

	 	 	 	X
	 	X
	 
	 	 	 	 	 	 
	News on Demand

	 	Ability to classify,
store and search for
clips	 	 	 	 
	 
	 	 	 	 	 	 
	EdCals

	 	 	 	X
	 	X
	 
	 	 	 	 	 	 
	Individuals

	 	Stores non-media

private contacts (eg

employees) using

user-defined

classifications	 	 	 	 
	 
	 	 	 	 	 	 
	Organizations

	 	Stores non-media

private orgs using

user-defined

classifications	 	 	 	 
	 
	 	 	 	 	 	 
	Portfolios

(collateral)

	 	Stores PR materials

such as press packs	 	 	 	 
	 
	 	 	 	 	 	 
	Projects

	 	 	 	X	 	 
	 
	 	 	 	 	 	 
	Admin

	 	 	 	X
	 	X
	 
	 	 	 	 	 	 
	UDFs

	 	User-defined fields	 	 	 	 
	 
	 	 	 	 	 	 
	Activity attachments

	 	Ability to attach a
file (eg news
release) to records
of media relations
activity
	 	X	 	 
	 
	 	 	 	 	 	 
	Report Writer

	 	Create custom reports	 	 	 	 
	 
	 	 	 	 	 	 
	Data Groups

	 	 	 	X
	 	X
	 
	 	 	 	 	 	 
	News Management

	 	Manages clips
delivered through
News-on-demand or
entered manually or
from third party
monitoring companies.
	 	 	 	X
	 
	 	 	 	 	 	 
	Broadcast e-mail 

function

	 	Ability to broadcast
e-mail news releases
to media lists from
product
	 	 	 	X






(“x” indicates component is included in application)



16









 





Exhibit D




Add-Ons



News-On-Demand:



Ability to monitor a variety of news sources and deliver specific news clips based on user
supplied criteria.



Email Campaigns:

Interactive emails that enable the sender to direct the recipient to specific information and
to also track what actions the recipient has taken upon receipt of the email.



Analytics and Prominence Scoring:

Analytics software provides the client with graphical representations of communications conducted
using the MEDIAtlas Gold product. Prominence Reporting measures the impact of this communication
within the media.




17









 







Exhibit E 



European Countries



Albania

Andorra

Austria

Belarus

Belgium

Bosnia & Herzegovina

Bulgaria

Croatia

Czech Republic

Denmark

Estonia

Faroe Islands

Finland

France

Germany

Gibraltar

Greece

Greenland

Hungary

Iceland

Ireland

Italy

Latvia

Liechtenstein

Lithuania

Luxembourg

Macedonia

Malta

Moldova

Monaco

Netherlands

Norway

Poland

Portugal

Romania

Russia

San Marino

Serbia & Montenegro

Slovakia

Slovenia

Spain

Sweden




18









 





Switzerland

Ukraine

United Kingdom

Vatican City





19









 







Exhibit F



Existing MEDIAtlas Service Customers in connection with Section 5(b)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Current
	Client	 	Data module	 	Licenses	 	value
	Banner Corporation Plc

	 	UK Euro
	 	 	1	 	 	£5,900.00
	Barclays Bank

	 	Global
	 	 	1	 	 	£8,500.00
	Cambridge International
Examinations

	 	Global
	 	 	1	 	 	£7,500.00
	International Hotels Group

	 	Global
	 	 	1	 	 	£7,500.00
	International IT Marketing Ltd

	 	Global
	 	 	1	 	 	£7,000.00
	News-Lab OY

	 	Global
	 	 	1	 	 	£8,750.00
	Novartis (Basel)

	 	Global
	 	 	1	 	 	£7,704.00
	Tag Mclaren Marketing Services Ltd

	 	Global
	 	 	1	 	 	£7,950.00
	University of Manchester

	 	Global
	 	 	1	 	 	£6,300.00
	WMRC (World Markets Research
Centre)

	 	Global
	 	 	1	 	 	£8,500.00
	World Travel & Tourism Centre
(WTTC)

	 	Global
	 	 	1	 	 	£7,500.00







20









 







Exhibit G




Global Countries (not including the European Countries)



Algeria

Angola

Ascension Island

Azores

Benin

Botswana

Burkina Faso

Burundi

Cameroon

Canary Islands

Cape Verde Islands

Central African Republic

Chad

Comoros

Congo, Democratic Republic of

Congo, Republic of

Djibouti

Egypt

Equatorial Guinea

Eritrea

Ethiopia

Gabon

Gambia

Ghana

Guinea

Guinea Bissau

Ivory Coast

Kenya

Lesotho

Liberia

Libya

Madagascar

Madeira

Malawi

Mali

Mauritania

Mauritius

Morocco

Mozambique

Namibia

Niger

Nigeria





21









 







Réunion

Rwanda

Sao Tome & Principe

Senegal

Seychelles

Sierra Leone

Somalia

South Africa

Sudan

Swaziland

Tanzania

Togo

Tunisia

Uganda

Zambia

Zimbabwe

Bangladesh

Bhutan

Borneo

Brunei

Cambodia

China

Hong Kong

India

Indonesia

Japan

Laos

Macau

Malaysia

Maldives

Mongolia

Myanmar

Nepal

North Korea

Pakistan

Philippines

Singapore

South Korea

Sri Lanka

Taiwan

Thailand

Vietnam

American Samoa

Australia

Caroline Islands

Cook Islands





22









 







Fiji

French Polynesia

Guam

Kiribati

Marshall Islands

Nauru

New Caledonia

New Zealand

Norfolk Island

Northern Marianas

Papua New Guinea

Pitcairn Islands

Solomon Islands

Tahiti

Tonga

Tuvalu

Vanuatu

Western Samoa

Anguilla

Antigua

Aruba

Bahamas

Barbados

Belize

Bermuda

Bonaire

British Virgin Islands

Cayman Islands

Costa Rica

Cuba

Curacao

Dominica

Dominican Republic

El Salvador

Grenada

Guadeloupe

Guatemala

Haiti

Honduras

Jamaica

Martinique

Mexico

Montserrat

Netherlands Antilles

Nicaragua

Panama





23









 







St Barthelemy

St Helena

St Kitts & Nevis

St Lucia

St Maarten

St Vincent & The Grenadines

Trinidad & Tobago

Turks & Caicos Islands

United States Virgin Islands

Afghanistan

Armenia

Azerbaijan

Bahrain

Cyprus

Georgia

Iran

Iraq

Israel

Jordan

Kazakhstan

Kuwait

Kyrgyzstan

Lebanon

Oman

Palestinian Authority

Qatar

Saudi Arabia

Syria

Tajikistan

Turkey

Turkmenistan

United Arab Emirates

Uzbekistan

Yemen

Canada

United States

Argentina

Bolivia

Brazil

Chile

Colombia

Ecuador

Falkland Islands

French Guiana

Guyana

Paraguay





24









 







Peru

Surinam

Uruguay

Venezuela




25









 





Exhibit H




MEDIAtlas Gold



	 	 	 	 	 
	Number of concurrent user seats	 	Minimum royalty
	1

	 	$	3,560	 
	2

	 	$	7,000	 
	3

	 	$	10,360	 
	4

	 	$	13,560	 
	5

	 	$	16,600	 
	10

	 	$	27,400	 
	15

	 	$	35,800	 
	25

	 	$	47,800	 
	50

	 	$	77,560	 
	51 and above

	 	$1,551 per concurrent user seat







News on Demand — unlimited clips



	 	 	 	 	 
	Number of concurrent user seats	 	Minimum royalty
	1

	 	$	1,580	 
	2

	 	$	2,380	 
	3

	 	$	3,180	 
	4

	 	$	3,980	 
	5

	 	$	4,380	 
	10

	 	$	7,180	 
	15

	 	$	8,780	 
	25

	 	$	9,980	 
	50

	 	$	13,980	 
	51 and above

	 	$350 per concurrent user seat








26