ex10-1




Exhibit 10.1


Software Development and Consulting Agreement

between

Arbitron Inc. and Statistical Research Inc.


      THIS AGREEMENT is made this 2nd day of July, 2001 (the “Effective Date”)
by and between Arbitron Inc., a Delaware corporation (“Arbitron”) with offices
at 142 West 57th Street, New York, New York 10019 and Statistical Research,
Inc. (“SRI”) a New Jersey corporation with offices at 111 Prospect Street,
Westfield, New Jersey 07090.


BACKGROUND


      A. Arbitron and SRI have entered into an Asset Purchase Agreement dated
effective as of July 2, 2001 (the “Asset Purchase Agreement”) wherein Arbitron
is purchasing from SRI certain assets comprising SRI’s Radio All Dimensional
Audience Research business (hereinafter “RADAR”) as specified therein. This
Agreement is being entered into as a condition to the closing under the Asset
Purchase Agreement (the “Closing”).


      B. Arbitron desires the services described hereunder to ensure the
continued and profitable operation of RADAR after the Closing, and the
transition of the software used for RADAR from processing telephone interview
based data to processing diary based data.


      NOW THEREFORE, in consideration of and as part of the transaction set
forth in the Asset Purchase Agreement and the mutual agreements contained
herein, the parties agree as follows:


1. Services Provided; Payment.


      A. Commencing on the Effective Date and continuing until terminated as
provided by Section 10 herein, SRI shall provide to Arbitron the services and
software, including any modifications and enhancements thereto (respectively
referred to as the “Services” and the “Software”) which are more particularly
described in Schedule ‘A’ attached to this Agreement and which are incorporated
herein.


      B. Arbitron shall pay SRI for the Services and Software in accordance with
Schedule ‘A’.


2. Term.


      This Agreement shall commence on the Effective Date and shall continue in
accordance with the Term set forth in Schedule ‘A’, or unless otherwise
terminated in accordance with the provisions set forth in Section 9 or in
Schedule ‘A’.


3. Proprietary Rights; Disclosures of Intellectual Property:


      (a) All work performed under this Agreement, and all Services, Software,
materials, products, deliverables developed or prepared for Arbitron by SRI
under this Agreement, are the property of Arbitron and all title and interest
therein shall vest in Arbitron and shall be deemed to be a Work Made for Hire
and made in the course of performing the services rendered hereunder. To the
extent that title to any such works may not, by operation of law, vest in
Arbitron or such works may not be considered Works Made for Hire under
applicable law, all rights, title and interest therein are hereby irrevocably
assigned to Arbitron. All such materials shall belong exclusively to Arbitron,
with Arbitron having the right to obtain and to hold in its own name,
copyrights, registrations or such other protection as may be appropriate to the
subject matter, and any extensions and renewals thereof. SRI agrees to give
Arbitron and any person designated by










Arbitron, reasonable assistance required to perfect the rights defined in
this Paragraph without further payment or compensation.


      SRI shall promptly make a complete written disclosure to Arbitron of any
invention, discovery or improvement which, to SRI’s knowledge, is unique or
novel, whether patentable or not, conceived of or first actually reduced to
practice, solely or jointly, by Arbitron’s or SRI’s employees during the term
of this Agreement and in the performance of services hereunder (hereinafter
referred to, whether actually disclosed by SRI or not, as “Disclosed Subject”).
As to any such Disclosed Subject, SRI shall specifically point out, in
writing, the features or concepts which SRI believes to be new or different.


      In consideration of the payment by Arbitron to SRI of the amounts
specified hereunder for the performance of work, SRI hereby agrees to assign
and does hereby assign to Arbitron all right, title and interest in and to any
such Disclosed Subject; and SRI further agrees to execute, acknowledge and
deliver all such papers prepared by Arbitron with the cooperation of SRI as may
be necessary to obtain patents for such Disclosed Subject in any and all
countries of the world and to vest title thereto in Arbitron, its successors
and assigns, and provide, at Arbitron’s expense, all assistance reasonably
required to assure Arbitron the rights thereto. SRI shall have each employee
performing work hereunder execute a Contract Employee Invention Agreement in
the form attached hereto sufficient to comply with this Agreement.


      There shall be no accountability to SRI for royalties or other payments
with respect to the use of any such Disclosed Subject by Arbitron or its
subsidiaries or licensees.


      Unless otherwise requested by Arbitron, upon the completion of the
Services to be performed under this Agreement or upon the earlier termination
of this Agreement (other than upon default for non-payment by Arbitron that is
not later cured either through written agreement of the parties hereto or
through satisfaction by Arbitron of a judgment against it to make such
payments), SRI shall immediately turn over to Arbitron all materials and
deliverables acquired or developed by SRI pursuant to this Agreement.


4. Confidential Information: Any specifications, drawings, sketches, models,
samples, data, computer programs (including all source code and object code) or
documentation, technical information, methods of operation, Arbitron client
information, SRI client information finances, or other business information
or confidential information of either Arbitron or SRI (the “Confidential
Information”) and furnished or disclosed by one party to the other hereunder
shall be deemed the property of and, when in tangible form, shall be returned
to the providing party upon completion or termination of this Agreement;
provided, however, that any Confidential Information created by either party in
accordance with or in furtherance of the terms of this Agreement shall be
deemed the property of Arbitron, and SRI shall be deemed the receiving party.
Unless such information was previously known to the receiving party free of any
obligation to keep it confidential, or has been or is subsequently made public
by the providing party or a third party with a right to disclose such
information, it shall be held in confidence by the receiving party, shall not
be disclosed to any third party by the receiving party, shall be used only for
the purposes hereunder, and may be used for other purposes only upon such terms
and conditions as may be mutually agreed upon in writing; provided, however,
that the receiving party may disclose the Confidential Information as may be
required by law, rule, regulation or court order or decree, or if the receiving
party reasonably determines (following advance notice to and opportunity to
comment by the other party) that such disclosure is necessary in order to
comply with applicable law.


      Both parties acknowledge that disclosure of any Confidential Information
by the receiving party will give rise to irreparable injury to the providing
party, inadequately compensable in damages. Accordingly, the providing party
may seek and obtain injunctive relief against the breach or threatened breach
of the foregoing undertakings, in addition to any other legal remedies which
may be available. Both parties acknowledge and agree that the covenants

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contained herein are necessary for the protection of legitimate business
interests of the providing party and are reasonable in scope and content.


      Notwithstanding anything to the contrary, in the event that SRI
incorporates any of its Confidential Information into the Services and/or
Software, Arbitron shall have the right to use, disclose and sublicense such
Confidential Information.


5. Warranty: SRI warrants that the Software as accepted by Arbitron provided
hereunder shall at all times conform to the specifications set forth in the
Statement of Work attached hereto as Schedule A. The Software as accepted by
Arbitron shall function properly and in conformity with such specifications for
a period of one (1) year following the date of Arbitron’s acceptance of the
Software, and for a period of one (1) year from the date of Arbitron’s
acceptance of the Software SRI shall use its best efforts to correct any
defects in the Software, as accepted by Arbitron, so that such Software shall
function properly and in conformity with the required specifications. At the
time of acceptance by Arbitron of the Software and for one (1) year thereafter,
SRI will use its best efforts to keep the Software as accepted by Arbitron free
of all viruses, “trojan horses,” and other similar defects or deficiencies. The
Services provided by SRI shall be produced in a workmanlike manner and shall be
rendered by qualified personnel who will perform the tasks assigned consistent
with good professional practice and the state of the art involved. In addition,
SRI represents and warrants that to its knowledge it has the right to provide
the Software without violating any rights of any third party, that there is
currently no actual or threatened suit by any such third party based on an
alleged violation of such right, and that to SRI’s knowledge Arbitron shall
receive free, good and clear title to all Software, Services and Disclosed
Subject(s) developed and/or provided under this Agreement. SRI warrants and
represents that it has not and shall not grant any rights to any third parties
inconsistent with the provisions of this Agreement.


SRI hereby warrants that it has not granted to any other party exclusive rights
to the Software in the specific areas described herein. SRI further warrants
that no other party has exclusive rights to its Services and/or, to SRI’s
knowledge, Software in the specific areas described herein and that SRI is in
no way compromising any rights or trust relationships between any other party
and SRI, or creating a conflict of interest, or any known or likely possibility
thereof, for SRI or for Arbitron. SRI further warrants that all Services and
Software provided hereunder will be performed in accordance with all applicable
Federal, State, or Local laws, regulations and executive orders.


EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 5, SRI MAKES NO
WARRANTIES HEREUNDER, AND EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 5, SRI
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.


6. Indemnification; Injunction Remedy: SRI shall indemnify and hold harmless
Arbitron for any loss, injury, damage, expense or liability and all costs, fees
and expenses (including reasonable attorneys’ fees) that may result by reason
of: (a) any breach by SRI of SRI’s representations or warranties, and (b) any
infringement, or claim of infringement, of any patent, trademark, copyright or
other proprietary right of any third party based on the Software and/or
Services provided under this Agreement to Arbitron hereunder. SRI shall defend
or settle, provided that such settlement does not prejudice Arbitron’s rights,
at its own expense, any action for which it is responsible hereunder. Each
party shall notify the other promptly of any claim of infringement for and
shall provide reasonable cooperation to the other party to facilitate the
defense of any such claim. Notwithstanding anything in this Agreement to the
contrary, if any claim brought by Arbitron under this Section 6 is a result of
any infringement, or claim of infringement, of any patent, trademark, copyright
or other proprietary right of any third party based on the Software and/or
Services provided under this Agreement to Arbitron hereunder was not known by
SRI at the time SRI provided Arbitron notice of SRI’s achieving the Acceptance


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Criterion (an “SRI Unknown Infringement”), then SRI’s obligation to indemnify
Arbitron under clause (b) of this first paragraph of Section 6 shall not exceed
a maximum of $2,000,000. All costs, fees, judgments, settlements and expenses
that may result by reason of defending or settling an SRI Unknown Infringement
claim that exceed $2,000,000 shall be born 50% by SRI and 50% by Arbitron;
provided that SRI’s share shall in no event exceed an aggregate of $5,000,000
(including the $2,000,000).


In the event of an injunction preventing Arbitron’s use of the Services and/or
Software or if the Services and/or Software are likely to become the subject of
a claim of violation of the rights of a third party, SRI shall, at Arbitron’s
election and SRI’s sole expense: (a) replace or modify the infringing Services
and/or Software; (b) obtain for Arbitron the right to continue to use the
Services and/or software; or (c) refund amount paid for the Services and/or
Software. The foregoing shall be in addition to SRI’s indemnification
obligation to Arbitron.


For the avoidance of doubt, SRI’s representations relating to infringement and
SRI’s obligations to defend, indemnify and hold harmless with respect to any
infringement or claim of infringement shall not apply if and to the extent that
any infringement or claimed infringement relates to modifications in the
Software by Arbitron, and Arbitron shall defend, indemnify and hold harmless
SRI to the extent that any infringement or claims of infringement relate to
modifications in the Software by Arbitron.


7. Acceptance: When SRI determines the Acceptance Criterion (as defined in
Schedule A) has been achieved, SRI shall provide written notification of such
fact to Arbitron. Arbitron shall have an acceptance period of thirty (30)
working days, from the date of receipt of SRI’s notice, in which to conduct
tests to determine if the Acceptance Criterion has been achieved. On or prior
to the expiration of this acceptance period, Arbitron shall provide to SRI a
written notice of either, (1) Arbitron’s acceptance, or (2) notice of
non-achievement of Acceptance Criterion and Arbitron’s rejection of same.
Payment by Arbitron to SRI shall not relieve SRI of any of its obligations and
responsibilities under this Agreement and/or applicable Schedule.


SRI shall supply the appropriate personnel to investigate the reported
deficiencies found by Arbitron during the acceptance period. Deficiencies
found to be of SRI’s causing will be corrected by SRI at its own expense. Such
correcting activities will commence immediately and be completed as quickly as
is reasonably possible. If corrections are required, upon receipt of SRI’s
notice that the deficiencies have been remedied, Arbitron shall again have an
acceptance period of thirty (30) working days, unless otherwise specified or
agreed to in writing.


8. Insurance and Liability: SRI shall secure and maintain workers’
compensation, disability benefits, unemployment insurance and the like, in
accordance with the law of the state or states wherein SRI shall perform
services for Arbitron. Personnel supplied by SRI are not Arbitron employees or
agents and SRI assumes full responsibility for their acts. Such personnel used
or supplied by SRI shall be informed that they are not entitled to the
provisions of any Arbitron employee benefits. With respect to such personnel,
SRI shall have sole responsibility for supervision, daily direction and
control. Arbitron will not be responsible for workers’ compensation,
disability benefits, unemployment insurance and withholding income taxes and
social security for said personnel.


SRI assumes full and complete liability for all injuries to, or death of, any
person including SRI’s employees, agent or subcontractors, and for damages to
property, including property and service of Arbitron, caused by the presence of
SRI’s employees, agent or subcontractors on Arbitron premises in connection
with the services furnished under this Agreement whether caused by negligence
or otherwise except to the extent caused by the negligence of Arbitron. SRI
shall defend, indemnify and save Arbitron harmless from all claims, losses,
expenses, including reasonable attorneys’ fees, or suits for such injuries,
death or damages whether or not such claims are valid to the extent such
injuries, death or damages are attributable to SRI. Arbitron


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assumes full and complete liability for all injuries to, or death of, any
person including Arbitron’s employees, agent or subcontractors, and for damages
to property, including property and service of SRI, caused by the presence of
Arbitron’s employees, agent or subcontractors on SRI premises in connection
with the services furnished under this Agreement whether caused by negligence
or otherwise except to the extent caused by the negligence of SRI. Arbitron
shall defend, indemnify and save SRI harmless from all claims, losses,
expenses, including reasonable attorneys’ fees, or suits for such injuries,
death or damages whether or not such claims are valid to the extent such
injuries, death or damages are attributable to Arbitron.


9. Termination and Cancellation: This Agreement shall commence as of the date
first hereinabove stated, and shall be in effect until April 1, 2002 unless
extended by mutual written agreement of both parties hereto, except for the
payment provisions hereof which, by their terms, shall be in effect until the
twelve (12) monthly payments have been made in accordance with this Agreement
and Schedule A hereto.


In the event of any material breach of this Agreement by SRI which remains
uncured after thirty (30) days written notice setting forth in reasonable
detail the nature of such breach, Arbitron may immediately cancel this
Agreement, by giving written notice thereof.


In the event that Arbitron has not paid amounts due, which are not in dispute,
within thirty (30) days of receipt of written notice of the past due amount,
SRI shall have the right to terminate this Agreement.


In the event of cancellation or expiration of this Agreement (other than upon
default for non-payment by Arbitron that is not later cured either through
written agreement of the parties hereto or through satisfaction by Arbitron of
a judgment against it to make such payments), all Arbitron property and all
work in SRI’s possession shall be forwarded to Arbitron.


10. Limitation of Liability: EXCEPT FOR DAMAGES INCURRED OR THAT MAY BE
INCURRED BY ARBITRON AS A RESULT OF ANY INFRINGEMENT KNOWN BY SRI ON OR PRIOR
TO THE DATE ON WHICH ARBITRON ACCEPTS THE SOFTWARE IN ACCORDANCE WITH CLAUSE
(1) OF SECTION 7 OF THIS AGREEMENT OR, IF NO SUCH ACCEPTANCE IS MADE, THE DATE
OF TERMINATION OF THIS AGREEMENT OR ANY EXTENSION HERETO, OR CLAIM OF
INFRINGEMENT KNOWN BY SRI ON OR PRIOR TO THE DATE ON WHICH ARBITRON ACCEPTS THE
SOFTWARE IN ACCORDANCE WITH CLAUSE (1) OF SECTION 7 OF THIS AGREEMENT OR, IF NO
SUCH ACCEPTANCE IS MADE, THE DATE OF TERMINATION OF THIS AGREEMENT OR ANY
EXTENSION HERETO, OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER PROPRIETARY
RIGHT OF ANY THIRD PARTY BASED ON THE SOFTWARE AND/OR SERVICES PROVIDED UNDER
THIS AGREEMENT TO ARBITRON, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE. The parties have agreed that the limitations specified in this
Section 10 will survive and apply even if any limited remedy specified in this
Agreement is found to have failed of its essential purpose.


Except as specifically set forth in this Agreement and Schedule A hereto, SRI
shall have no responsibilities or obligations under this Agreement with respect
to the Software or the Services. Notwithstanding anything in this Agreement to
the contrary, Arbitron acknowledges and agrees that its sole and exclusive
remedy with respect to any and all claims, losses, damages or expenses
(“Losses”) in connection with this Agreement shall be pursuant to the
indemnification provisions set forth in this Agreement: provided, however, that
this shall not limit or prohibit the right of any party to seek specific
enforcement, injunctive relief or other equitable remedies for any breach of
this Agreement. SRI shall have no obligation to indemnify Arbitron against any

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Losses, unless written notice thereof is delivered to SRI prior to July 1, 2004
(or prior to July 1, 2006 in the case of Losses relating to a breach of Section
12 hereof).


11. Compliance with Laws: SRI shall comply with all applicable federal and
state laws and regulations relating in any way to its performance under this
Agreement.


SRI shall defend, indemnify, and hold Arbitron harmless from and against any
and all damages and expenses, including legal fees, incurred directly or
indirectly as a consequence of SRI’s failure to comply with any such laws or
regulations.


12. Conflict of Interest: SRI agrees that it will not, while performing under
this Agreement and within five (5) years after the date of this Agreement,
directly or indirectly perform any development of software data processing
systems or reporting systems for syndicated local radio ratings or syndicated
national network radio ratings. Arbitron agrees to evaluate any breach of the
foregoing sentence and notify SRI within a reasonable amount of time following
Arbitron’s becoming aware of such breach of any decision Arbitron reaches with
regard thereto, which, if not remedied to the satisfaction of Arbitron within
thirty (30) days of such notice, may include but shall be in no manner limited
to the termination of this Agreement without penalty to Arbitron.
Notwithstanding the preceding provisions of this Section 11, SRI shall be
permitted to conduct any activities that are not restricted by the non-compete
provisions of Section 7.5 of the Asset Purchase Agreement dated July 2, 2001
to which Arbitron and SRI are parties, including without limitation the
Permitted Activities (as defined in the Asset Purchase Agreement).


13. Applicable Law: This Agreement shall be deemed to be a contract made under
the laws of the State of New York and for all purposes it, plus any related or
supplemental documents and notices, shall be construed in accordance with and
governed by the laws of the State of New York exclusive of its choice of law
rules. The parties expressly agree that any and all disputes arising out of or
concerning this Agreement shall be litigated and adjudicated in the state
and/or federal courts located in the State of New York, and each party consents
to and submits to such jurisdiction.


14. Assignment and Delegation:



		
	 	(a) By SRI: SRI may not sell, transfer, assign or otherwise convey any of
its rights or obligations under this Agreement to any other person
without the express prior written consent of Arbitron. Any such
assignment without such consent shall be null and void.




		
	 	(b) By Arbitron: Arbitron may not sell, transfer, assign or otherwise
convey any of its rights or obligations under this Agreement to any other
person without the express prior written consent of SRI. Any such
assignment without such consent shall be null and void. Notwithstanding
the foregoing, Arbitron may assign its rights hereunder without the
consent of SRI to any division or wholly owned subsidiary of Arbitron or
to an entity which acquires all or substantially all of Arbitron’s assets
or business; provided that (i) Arbitron shall remain liable hereunder,
(ii) Arbitron shall promptly notify SRI in writing of such assignment
and (iii) the Assignee shall agree in writing to be bound by the
provisions of this Agreement.



15. Sub-Contractors: SRI will not engage or make use of subcontractors for the
purpose of providing services to Arbitron except as authorized in writing by
Arbitron.


16. Surviving Sections: All sections of this Agreement regarding
representations, warranties, covenants, confidentiality obligations, conflict
of interest, proprietary rights, non-solicitation and indemnities by SRI shall
survive expiration or termination of this Agreement or any Schedule hereunder,
provided, however, that no claim may be asserted after the earlier to occur of
(i) the date which is sixty (60) days following the expiration of the
applicable statute of limitation, or (ii) three (3) years following the date of
this Agreement. Notwithstanding anything in

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this Agreement to the contrary, claims relating to a breach by SRI of Section
12 of this Agreement may be asserted until sixty (60) days following the day
that is five (5) years following the date of this Agreement.


17. Notices: All notices to either party shall be in writing and shall be
directed to the address stated below (unless notice of an address change is
given). Any notices or other communications so addressed shall be deemed duly
served if delivered in person or sent by certified mail or facsimile, confirmed
by certified mail, return receipt requested.



	 	 	 
	If to Arbitron:		
ARBITRON INC.

9705 Patuxent Woods Drive 

Columbia, Maryland 21046  

Attention: Dolores L. Cody, Executive Vice President

                    & Chief Legal Officer
	
	
	
	

	 	

	If to SRI:		
STATISTICAL RESEARCH INC.

11 Prospect Street              

Westfield, New Jersey 07090     

Attention: Gale D. Metzger
	
	
	
	


	 	

	with a copy to:		
Chadbourne & Parke LLP

30 Rockefeller Plaza                    

New York, NY 10112                      

Attention: Morton E. Grosz
	
	
	
	


	 	

			
and

Gale D. Metzger and Gerald Glasser at the

addresses furnished to Arbitron by such parties



18. No Waiver: No failure on the part of either party to exercise, and no
delay in exercising, any right or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by any related document or by law.


19. Entire Agreement: This Agreement, including any Schedules hereto and
made a part hereof, constitutes and expresses the entire agreement and
understanding between the parties, on the subject matter herein. All previous
discussions, promises, representations and understandings between the parties
relative to this Agreement, if any, have been merged into this document.


20. Independent Contractors: The relationship of the parties is that of
independent contractors. Nothing in the Agreement shall be construed to mean
that the parties are members of any partnership, joint venture, association,
syndicate or other entity or to confer on either party any express, implied or
apparent authority to incur any obligation or liability on behalf of the other
party.


21. Severability: In the event that any term or provision of this Agreement
is determined to be unlawful or unenforceable, such term or provision shall be
deemed severed from this Agreement and all remaining terms and provisions of
this Agreement shall remain in full force and effect.


22. Disclosure: Both parties acknowledge and agree that it may be necessary
for one party to disclose the fact of the SRI’s retention, the duties
performed and the compensation paid, should there be proper inquiry from such a
source as an authorized U.S. or state government agency or should either
party believe it has a legal obligation to disclose such information and each
party hereby authorizes any such disclosures.

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23. Publicity: Other than to promote the deliverable to RADAR clients and to
potential RADAR clients, SRI shall not advertise, market or otherwise make
known to others any information relating to the work performed under this
Agreement, including mentioning or implying the name of Arbitron Inc. or its
subsidiaries. The obligations under this Section shall survive expiration or
termination of this Agreement.


24. Non-Solicitation. During the Term of this Agreement, and any Schedule, and
for a period of two (2) year(s) following the termination of this Agreement, or
any Schedule, neither party shall, directly or indirectly, solicit, employ or
otherwise engage the other party’s employees. Employee shall include anyone
who was an employee of a party within six (6) months prior to the
non-solicitation period.


25. Amendments: This Agreement may not be and shall not be deemed or
construed to have been modified, amended, rescinded, canceled or waived in
whole or in part, except by written instrument signed by the parties hereto.


26. Force Majeure: Neither party shall be liable to the other party for any
delay in performance or nonperformance of any provision of this Agreement
resulting from state or governmental action; riots, war, acts of terrorism,
sabotage, strikes, lock-outs, prolonged shortage of energy, fire, flood,
hurricane, earthquakes, lightning, and explosion, provided that each party
shall promptly notify the other party of the occurrence of such event and shall
estimate the probable delay resulting therefrom.


27. Headings: The headings in this Agreement are inserted for convenience and
identification only and are not intended to describe, interpret, define, or
limit the scope, extent, or intent of this Agreement or any other provision
hereof.


28. Authority to Execute: Each party represents and warrants that it has the
legal power and authority to enter into this Agreement and that it has not made
and will not make any commitments to the other inconsistent with such rights.


29. Knowledge of SRI: For purposes of this Agreement, the “knowledge” of or
matters “known to” SRI are defined to mean actual knowledge of any of the
directors or officers or members of management of the Seller.


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[SIGNATURE PAGE TO SOFTWARE DEVELOPMENT AGREEMENT]



	 	 	 
	STATISTICAL RESEARCH INC.		ARBITRON INC.
	 		 
	By: /s/ Gerald J. Glasser		
By: /s/ Stephen B. Morris
	
		

	Gerald J. Glasser		
Stephen B. Morris
	
		


	(print or type above signature)		
(print or type above signature)
	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	


	Title: Secretary/Treasurer		
Title: President/CEO
	
		

	Date: 7/2/01		
Date: 7/2/01
	
		






9






Schedule “A”




Statement of Work to the

Software Development and Consulting Agreement



      (1) Objectives: The work covered by this agreement will consist of two
parts, as follows:



		
	 	      (a) SRI consultants designing, overseeing and, in conjunction
with the Arbitron RADAR Group, changing all existing RADAR
software systems so that Arbitron diary data will be able to be
used in place of telephone interview data for a RADAR national
audience measurement service; and




		
	 	      (b) SRI consultants fully cooperating in the orientation and
training of Arbitron personnel with respect to the workings and
details of the software systems; it is understood that the aim is
for Arbitron to maintain and to modify, when appropriate, all
RADAR software systems under the control of its own employees.



      (2) SRI will serve as consultants to Arbitron to achieve the objectives
stated in the paragraph (1). SRI’s work will consist of software system
design and development , advisory opinions, actual coding of software and
documentation of RADAR data processing software system and the PC RADAR 2010
reporting software system. SRI will work cooperatively with Arbitron
personnel to complete the project successfully.


      (3) Conversion of existing RADAR software to a diary base necessarily
covers two main systems: the RADAR data processing software system which
processes and stores data and then builds files for reporting purposes, and the
PC RADAR 2010 reporting software system. SRI will be responsible for systems
redesign in both and then overseeing the implementation of changes in these
systems. Implementation will involve changing code, testing changes and
documenting the changes; that is, modifying and updating the RADAR
documentation for both software systems,


      (4) The criterion Arbitron will use for judging the successful completion
of the conversion part of both software systems is as follows: can any report
or screen display that is currently available from the present PC RADAR 2010
reporting software system be produced in essentially the same way and in the
same format with the new diary-based software system? SRI will have the
responsibility to remedy any gaps or errors in the capability of both systems.


      The word “essentially” is used in the preceding paragraph rather than
“exactly” because the diary data do not include some information that is
currently reported by RADAR (e.g., audiences by race). Such variations might
be changed in subsequent versions of the software systems. “Essentially” also
covers the fact that because a larger sample size is contemplated, some
software that accesses respondent-by-respondent data may run longer than it
does currently; SRI will develop the new software systems so that any increase
in run time will be approximately proportional to the increase in sample size,
as compared to the run time of a 12,000 annual sample size, so long as every
other aspect of the respective files to be tested on run times are identical.
Further, there will be no options within the PC 2010 reporting software system
that link or otherwise compare telephone-based data with diary-










based data.
Comparisons can be made be using the old and new software systems
independently.


      (5) SRI, as consultants, will make every effort to deliver by
November 2001 software systems that produce the full range of
audience estimates by network, including the SCAN program, completed
as soon as is possible. Arbitron understands that its cooperation in
providing diary data and related information on a timely basis is a
prerequisite for the project to achieve completion. From SRI’s
perspective, an earlier date is possible if Arbitron can operate on
an expedited schedule.


      (6) Within twenty (20) days of execution of the Software
Development Agreement, Arbitron and SRI will develop a project plan,
including delivery milestones, due dates of deliverables from
Arbitron, due dates of software and test schedules for data and
software systems. This plan will be expanded, or otherwise modified,
at the weekly status meetings specified in (11).


      (7) The parties agree that the basic plan for the software systems is to
have a flow of diary data from Arbitron Columbia to Arbitron RADAR in New
Jersey on an ongoing basis; that is, Arbitron’s RADAR Service will be
incorporated in the ongoing Arbitron production schedule. Data bases to store
these data must be developed. SRI will design, oversee and in conjunction
with the Arbitron RADAR Group in New Jersey, implement the development of these
data bases.


      (8) Under the plan, every three months a sample will be drawn by the
Arbitron RADAR Group in New Jersey utilizing an efficient sampling scheme, to
be designed and developed by SRI. These samples will be used as input into the
RADAR data processing software system. SRI will be responsible for the design
and for the development of software to implement this sampling. All aspects of
the sampling plan, and its implementation, are subject to review and approval
by Arbitron.


      (9) An objective in the conversion to diaries is to place minimum demands
on non-RADAR Arbitron IT/Operations personnel. Aside from the preparation and
transmission of data described in (10), the burden of work will be assumed by
the Arbitron RADAR Group in New Jersey and/or SRI consultants.


      (10) Arbitron Columbia will be responsible for some tasks that involve
preparing and transmitting data to the Arbitron RADAR Group in New Jersey in a
mutually-agreed format and on a mutually-agreed schedule. Within twenty (20)
days of execution of the Software Development Agreement, careful documentation
of conventions used in preparing these data will be specified and agreed upon
by Arbitron and SRI.


      (11) In connection with all aspects of this software agreement, there will
be weekly status meetings, at a fixed time in Westfield. These will be
attended by a senior Arbitron person (e.g., David Lapovsky or Claire Kummer or
Lee Youngblood ) in person or by telephone, by members of the Arbitron RADAR
Group (usually Michael Klein and Marlene Gilmore) as well as by SRI (Gerald
Glasser).


      (12) The purpose of the meetings are to review progress against the
schedule referenced above and to deal with problems any member of the group has
encountered. In addition, new tasks may be specified during the meetings. A
task will be a well-defined activity, with assigned responsibility, together
with a realistic schedule under which the task can be accomplished. Both
parties recognize that the project












is a joint effort and to be successful, the
efforts of all involved must be brought to bear on the necessary tasks.


      One attendee at the weekly meeting shall be appointed to record elements
of the discussion at the weekly status meetings. These “minutes” will be
distributed to all attendees for review, and if and when corrected, will serve
as a continuing status report on the project.


      (13) Any RADAR software that is revised or modified by SRI consultants in
conjunction with this agreement, particularly RADAR PC 2010 reporting software
system, will be transferred to the Arbitron RADAR Group in New Jersey on a
continuous basis.


      (14) The RADAR data processing software system has by necessity
incorporated various system limits into its design. While it may be desirable
to change some of these limits for future marketing or other considerations,
this will not be done during the course of conversion to a dairy-basis and such
changes are not covered by this software agreement. Subsequently, Arbitron
will have the responsibility for making these changes, if they decide they are
warranted.


      (15) The RADAR data processing software system work will be done in such
a way that there will be no mechanical limitation on sample size. While the
initial target will be to sample 12,000 diaries a quarter, or 48,000 per year,
the system will be designed to easily accommodate change in that number, up or
down.


      (16) At the same time that conversion of the RADAR data processing
software system to the diary is proceeding, SRI will also provide support for
minor or small changes required in RADAR data processing software system
because of network product changes or other requests that Arbitron deems
important (i.e., those that are not global changes throughout the system). If
need for a major change is desirable, then SRI can be retained for an
additional fee to make such change, or the change can be deferred until
Arbitron assumes full responsibility for maintaining the system.


      (17) If Arbitron decides, at some point, that they wish to base the RADAR
report delivered to RADAR clients on independent samples every quarter rather
than the present moving average concept, the RADAR data processing software
system should be changed to accommodate that new concept. As both systems
are designed, it is not feasible to have them accommodate both kinds of
reporting simultaneously. If this change is decided upon during the term of
this software agreement, SRI will help implement that change at no additional
cost to Arbitron. The change, which can be done in a couple of different ways,
will be easy to accomplish.


      (18) Both parties to this agreement recognize that the current state of
computer hardware imposes limitations on the size of the sample that can be
used with the RADAR system. Run time of client (reporting) software and of
internal RADAR data processing is often proportional to the size of the
respondent data base. Increasing the sample size from 12,000 to 48,000, as is
initially contemplated, will increase run time of such programs 4-fold.
Additional increases will result in proportional increases in run time.


      (19) If Arbitron decides to experiment with or demonstrate alternate
sampling schemes; that is, larger samples and/or independent samples, Arbitron
will have the software capability to do so. Both










software systems will be
designed to accommodate the option of processing larger samples.


      (20) In addition to generating test runs to compare diary-based estimates
with telephone-based estimates, once the new software systems have been
created, Arbitron will assume the responsibility for testing the reporting
software in accord with paragraph (4). If any errors or gaps are found and
reported to SRI, SRI has the responsibility to repair them. This testing
period shall be either two months or until the end of this service agreement,
whichever is longer.


      (21) With respect to transfer of knowledge, the RADAR data processing
system software needs to be distinguished from RADAR reporting PC 2010
software. Knowledge regarding data processing software systems will be
transferred on an ongoing basis from the start of the project. This is, by
necessity, because Arbitron RADAR personnel will be intimately involved in the
conversion of such software and the development of new software to support
operations (e.g., the sampling subsystem).


      (22) SRI consultants will assume the responsibility for converting the
RADAR PC 2010 software with the assistance of the Arbitron RADAR Group. The
Arbitron RADAR Group in New Jersey (Marlene Gilmore, Bob McGowan and anyone
else Arbitron designates) will be kept fully informed as to changes and equally
important, fully informed as to what is not being changed. This provides a
good knowledge base for these employees for future maintenance of the system.


      (23) If Arbitron wishes one or more of its employees to have further
training or orientation on either RADAR software system during the course of
this agreement, SRI will cooperate with such requests. These employees should
have already used (applied) the software extensively so that they are
reasonably familiar with its functionality. Further training would involve,
first of all, reviewing the source code for programs and all documentation.
Second, SRI will meet with the employee or employees and provide an orientation
as to the technical workings of the program. If, after this training, the
employee or employees have further questions they should be submitted to SRI in
writing, and responses will be given in writing or orally.


      (24) The delivery of both software systems will be completed
before the end of this agreement. Once this software agreement is
concluded, irrespective of any supplemental agreement, SRI will have
no further responsibility for maintaining or modifying the system,
though it will make itself available, on a reasonable basis, for
general questions that Arbitron employees may have. Such questions
should relate to the system as it was turned over to Arbitron;
questions relating to expansion or modification of the system are
covered by any supplemental services agreement specified in (30).


      (25) If any changes are made by Arbitron to a particular RADAR program,
any SRI warranties about the accuracy or reliability of the revised program are
no longer in effect. The warranties will still apply to the original version
of the program if it can be demonstrated that a problem exists with that
version. Warranties on any other software package are not affected unless that
package itself is, or inputs to that package are, changed by Arbitron.


      (26) SRI resources in fulfilling this service agreement will include
Gerald Glasser, with support staff as is necessary. This work will be Dr.
Glasser’s primary, though not exclusive, work commitment during the term of
this agreement.










      (27) Work done by SRI as consultants will be in Westfield, New
Jersey. Special arrangements, including payment of travel expenses,
may be made for an occasional meeting off-premises.


      (28) Arbitron will provide access to the servers used for RADAR
in New Jersey for computers used by Dr. Glasser and by two or three
persons, that he will specifically designate, who will work with him
under this agreement.


      (29) Subject to the payment provisions of Paragraph (30) below,
the term of this software agreement is for nine months, beginning
July 2, 2001 and ending April 1, 2002.


      (30) The fee for these software development services is
$900,000. This amount will be paid monthly in advance on or before
the first (1st) day of each month in 12 equal monthly installments of
$75,000 beginning July 2, 2001 and ending June 1, 2002.


      (31) SRI will make Dr. Glasser available on a consulting basis
beyond the term of this agreement, for 2 half-days per month for a
retainer of $4,000 per month, payable in full in advance on or before
the first (1st) day of each month. This supplemental agreement would
begin April 2, 2002. The work in each half-day might cover a 3-hour
internal meeting plus 1 to 3 hours of preparation time to discuss a
facet of the RADAR systems, including possible expansion or
modification of the software systems. SRI will fulfill this
supplemental consulting agreement for a minimum period of 6 months,
after which time it may cancel it with 30 days notice. Arbitron may
cancel it at any time with 30 days notice.


      Any work beyond the 2 half-days of consulting per month will be
subject to Arbitron and SRI developing an additional agreement,
details of which will be negotiated at that time.