**Exhibit 99.01**

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**INTRADO, INC.**

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**AUDITCOMMITTEE CHARTER**

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# **A.**            Purpose

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The purpose of the AuditCommittee is to enhance the Board of Directors’ oversight of:

 

•                  the integrity ofthe Company’s financial statements, including compliance with legal andregulatory requirements relating to financial reporting and disclosure;

 

•                  the independentauditor’s qualifications and independence; and

 

•                  the performanceof the Company’s internal audit function and independent auditors.

 

# **B.**            Structureand Membership

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## 1.               Number.  The Audit Committee shall consist of at leastthree members of the Board of Directors.

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## 2.               Independence.  Except as otherwise permitted by theapplicable rules of The Nasdaq Stock Market and applicable federalsecurities laws, including Section 301 of the Sarbanes-Oxley Act of 2002(and the applicable rules thereunder), each member of the Audit Committeeshall be  “independent” as defined bysuch rules and laws.

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## 3.               FinancialLiteracy.  Each member of the AuditCommittee shall be able to read and understand fundamental financialstatements, including the Company’s balance sheet, income statement, and cashflow statement, at the time of his or her appointment to the AuditCommittee.  All members of the AuditCommittee shall participate in continuing education programs, as set forth bythe Corporate Governance Committee.

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## 4.               FinancialExpert.  At least one member of theAudit Committee shall be a “financial expert” (as defined by applicable Nasdaqand SEC rules).

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## 5.               Serviceon Other Audit Committees.  No memberof the Audit Committee shall simultaneously serve on the audit committees ofmore than two other public companies.

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## 6.               Chair.  The Audit Committee shall elect a Chair bymajority vote, unless the Board of Directors elects a Chair.

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## 7.               Compensation.  The compensation of Audit Committee membersshall be as determined by the Compensation Committee.  No member of the Audit Committee may receiveany compensation from the Company other than compensation for service on theBoard of Directors and any Board committees.

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## 8.               Selection,Term and Removal.  Members of theAudit Committee shall be appointed by the Board of Directors annually for aone-year term and shall serve until their successors are appointed andqualified.  Members shall be appointed bya majority vote of independent members of the Board, upon consultation with theCorporate Governance Committee.  TheBoard of Directors may fill vacancies in the membership of the Audit Committeeand may remove members of the Audit Committee at any time, with or withoutcause.

 

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# **C.**            Authorityand Responsibilities

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## 1.               General

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### The Audit Committee shall discharge its responsibilities, and shallassess the information provided by management and the independent auditor, inaccordance with its business judgment. The authority and responsibilities set forth in this Charter do notreflect or create any duty or obligation of the Audit Committee to plan orconduct any audit, to determine or certify that the Company’s financialstatements are complete, accurate, fairly presented, or in accordance withgenerally accepted accounting principles or applicable law, or to guarantee theindependent auditor’s report.

 

## 2.               Oversightof Independent Auditors

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### a.               Selection.  The Audit Committee shall be solely anddirectly responsible for appointing and, when necessary, terminating theindependent auditor.  The Audit Committeemay, in its discretion, seek stockholder ratification of the independentauditor it appoints.

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### b.              Evaluation.  The Audit Committee shall evaluate thequalifications, performance and independence of the independent auditor,including considering whether the auditor’s quality controls are adequate andwhether the provision of permitted non-audit services is compatible withmaintaining the auditor’s independence, after soliciting and taking intoaccount the opinions of management and the Company’s internal auditors.  The Audit Committee shall also review andevaluate the lead partner and other senior members of the independent auditor,after soliciting and taking into account the opinions of management and theCompany’s internal auditors.  The AuditCommittee shall present its conclusions with respect to the independent auditorto the Board.

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### c.               Independence.  The Audit Committee shall take appropriateaction to oversee the independence of the independent auditor.  In connection with this responsibility, theAudit Committee shall obtain and review a formal written statement from theindependent auditor describing all relationships between the independentauditor and the Company (including management and Board members), including thedisclosures required by Independence Standards Board Standard No. 1.  The Audit Committee shall actively engage indialogue with the independent auditor concerning any disclosed relationships orservices that might impact the objectivity and independence of the auditor andshall confirm that neither management nor the Board members use the independentauditors for personal audit, tax, consulting or other services.  The Audit Committee shall also confirm thatthe CEO, controller, CFO, and CAO (or other persons serving in similarcapacities) were not employed by the independent auditor, or if employed, didnot participate in any capacity in the audit of the Company, in each case,during the three-year period preceding the date of initiation of the audit.

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### d.              Rotation.  The Audit Committee shall confirm the regularrotation of the lead audit partner and reviewing partner as required by Section 203of the Sarbanes-Oxley Act.

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### e.               Compensation.  The Audit Committee shall have sole anddirect responsibility for setting the compensation of the independentauditor.  The Audit Committee isempowered, without further action by the Board of Directors, to cause theCompany to pay the compensation of the independent auditor established by theAudit Committee.  The Audit Committeeshall advise management as to any planned expenditures so the Company canincorporate such expenditures into the Company’s budgeting process.

 

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### f.                 Preapprovalof Services.  The Audit Committeeshall preapprove all audit services and permitted non-audit services (otherthan de minimus non-audit services as defined by the Sarbanes-Oxley Act of 2002(and the applicable rules thereunder)) to be provided to the Company bythe independent auditor.

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### g.              Oversight.  The independent auditor shall report directlyto the Audit Committee and the Audit Committee shall have direct responsibilityfor overseeing the independent auditor, including resolution of disagreementsbetween management and the independent auditor regarding financialreporting.  In connection with itsoversight role, the Audit Committee shall, from time to time as appropriate,obtain and review the reports required to be made by the independent auditorpursuant to paragraph (k) of Section 10A of the Securities Exchange Act of1934 regarding:

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•                  criticalaccounting policies and practices;

 

•                  alternativetreatments of financial information within generally accepted accountingprinciples that have been discussed with management, ramifications of the useof such alternative disclosures and treatments, and the treatment preferred bythe independent auditor; and

 

•                  othermaterial written communications between the independent auditor and management.

 

In addition, the AuditCommittee shall obtain from the independent auditor assurance that Section 10A(b) ofthe Securities Exchange Act of 1934 has not been implicated.

 

## 3.               Reviewof Financial Statements

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### a.               Discussionof Audited Financial Statements.  TheAudit Committee shall review and discuss with management and the independentauditor the Company’s audited financial statements, including the matters aboutwhich Statement on Auditing Standards No. 61 (Codification of Statementson Auditing Standards, AU §380) requires discussion.

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### b.              Recommendationto Board Regarding Financial Statements. The Audit Committee shall recommend to the Board of Directors whether theCompany’s audited financial statements shall be included in the Company’sAnnual Report on Form 10-K.

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### c.               AuditCommittee Report.  The AuditCommittee shall prepare or cause to be prepared for inclusion where necessaryin a proxy or information statement of the Company relating to an annualmeeting of security holders at which directors are to be elected (or specialmeeting or written consents in lieu of such meeting), the report described inItem 306 of Regulation S-K.

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### d.              InterimFinancial Statements.  The AuditCommittee shall review and discuss with management and independent auditor the Company’sinterim financial statements, including any matters identified in connectionwith the auditor’s review of interim financial information which are requiredto be discussed by Statement on Auditing Standards Nos. 61, 71 and 90.  Management shall advise the Audit Committeein the event that the Company proposes to disclose interim financialinformation prior to completion of the independent auditor’s review of interimfinancial information.

 

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## 4.               Controlsand Procedures

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### a.               Oversight.  The Audit Committee shall coordinate theBoard of Director’s oversight of the Company’s internal accounting controls,the Company’s disclosure controls and procedures and the Company’s internalaudit function.  The Audit Committeeshall review and discuss with management and the independent auditor any majorissues as to the adequacy of the Company’s internal controls, any special stepsadopted in light of material control deficiencies and the adequacy ofdisclosures about changes in the Company’s internal control over financialreporting. The Audit Committee shall review the appointment and replacement ofthe senior internal auditing executive, and review the significant reports tomanagement prepared by the Company’s internal audit function. The AuditCommittee shall receive and review the reports of the CEO and CFO required by Section 302of the Sarbanes-Oxley Act of 2002 (and the applicable rules thereunder)and Rule 13a-14 of the Exchange Act.

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### b.              Proceduresfor Complaints.  The Audit Committeeshall approve procedures for (i) the receipt, retention and treatment ofcomplaints received by the Company regarding accounting, internal accountingcontrols or auditing matters; and (ii) the confidential, anonymoussubmission by employees of the Company of concerns regarding questionableaccounting or auditing matters.

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### c.               Related-PartyTransactions.  The Audit Committeeshall review and approve all related party transactions.  A “related party transaction” meanstransactions required to be disclosed by the Company pursuant to SEC RegulationS-K, Item 404.

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### d.              AdditionalPowers.  The Audit Committee shallhave such other duties as may be delegated from time to time by the Board ofDirectors.

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### e.               RiskManagement. At least annually, the Audit Committee shall review the Company’spolicies with respect to risk assessment and risk management, includingguidelines and policies to govern the process by which the Company’s exposureto risk is handled.

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# **D.**            Proceduresand Administration

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## 1.               Meetings.  The Audit Committee shall meet as often as itdeems necessary in order to perform its responsibilities.  At least quarterly, the Audit Committee shallmeet with the independent auditor, management and the Company’s internalauditors, as designated by the Audit Committee in consultation with management,and such meetings shall include separate executive sessions, to the extent determinedby the Audit Committee. The Audit Committee shall keep such records of itsmeetings as it shall deem appropriate.

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## 2.               Subcommittees.  The Audit Committee may form and delegateauthority to one or more subcommittees (including a subcommittee consisting ofa single member), as it deems appropriate from time to time under thecircumstances.  Any decision of asubcommittee to preapprove audit or non-audit services shall be reported to thefull Audit Committee at its next scheduled meeting.

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## 3.               Reportsto Board.  The Audit Committee shallreport regularly to the Board of Directors.

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## 4.               Charter.  At least annually, the Audit Committee shallreview and reassess the adequacy of this Charter and recommend any proposedchanges to the Board for approval.

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## 5.               IndependentAdvisors.  The Audit Committee shallhave the authority to engage and determine funding for such independent legal,accounting and other advisors as it deems necessary or

 

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## appropriate to carry out its responsibilities.  Such independent advisors may be the regularadvisors to the Company.  The AuditCommittee is empowered, without further action by the Board of Directors, tocause the Company to pay the compensation of such advisors as established bythe Audit Committee.

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## 6.               Investigations.  The Audit Committee shall have the authorityto conduct or authorize investigations into any matters within the scope of itsresponsibilities as it shall deem appropriate, including the authority torequest any officer, employee or advisor of the Company to meet with the AuditCommittee or any advisors engaged by the Audit Committee.  The Audit Committee shall advise managementas to any planned expenditures so the Company can incorporate such expendituresinto to the Company’s budgeting process.

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7.               AnnualSelf-Evaluation.  At least annually,the Audit Committee shall evaluate its own performance.

 

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