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DATA DISTRIBUTION LICENSE AGREEMENT



The parties to this Data Distribution License Agreement (the “Agreement”) are Vocus, Inc. (Vocus),
a Delaware corporation, with its principal office at 4296 Forbes Blvd., Lanham, MD 20706, and the
Gale Group, Inc. (“Gale”), an Affiliate of Thomson Learning, a Delaware corporation, with its
principal office at 27500 Drake Rd., Farmington Hills, MI., 48331-3535, U.S.A.



In consideration of the mutual premises hereinafter set forth, as well as other good and valuable
consideration, Gale and Vocus agree as follows:



1. Definitions.



“Licensed
Content”: Gale’s branded collections of content, as described in Section 2.A.ii.


“Services”: Vocus’s fee-based online information service or web site, as well as the technical,
marketing, and customer services to support it, as described in Exhibit A.



“Customer”: an organization, institution, or individual that contracts with Vocus for access to
Licensed Content via the Services.



“User”: an
authorized individual who accesses the Licensed Content via the
Services.



“Affiliate”: an entity controlling, controlled by or under common control with a party hereto.



“Subsidiary”: an entity 95% of whose equity interest is directly or indirectly owned by a party.



2. License.




A.
Grant.



i. Gale hereby grants to Vocus and Vocus’ Subsidiaries a non-exclusive, worldwide,
perpetual, irrevocable license to receive, use, reproduce, and reformat the Licensed
Content solely to produce information products, re-market, and provide access through the
Services to Customers.



ii. The Licensed Content is as follows:




	 	•	 	Gale’s Awards, Honors, and Prizes, an international directory of awards
and their donors, currently numbering approximately 25,000 entries.





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	 	•	 	Vocus is granted the right to use Gale’s coding/indexing to parse and
leverage the Licensed Content as Vocus deems necessary within its Services.





iii. The Licensed Content will be delivered to Vocus within seven (7) business days
following countersignature of this Agreement. Updates will be provided as Gale publishes
new editions of Awards, Honors, and Prizes, currently on a semiannual basis.



iv. Vocus agrees not to provide the Licensed Content to academic institutions, public
libraries or schools (K-12) for use by students, teachers, librarians, clients, members of
the public or any other individuals other than employees whose job duties include public
relations or government relations on behalf of their employers.



v. Under no circumstances may Vocus provide the Licensed Content to any third party for
resale or redistribution (not including Customers) of such Licensed Content by such third
party except as allowed under this Agreement. This license is specific to Vocus and gives
no rights to any other party.



B. Terms & Conditions of Use. Vocus will only allow its Users access to the
Licensed Content provided that such Users agree to Gale’s terms and conditions set
forth in Exhibit B. To meet this requirement, Vocus will, if necessary, incorporate such
terms and conditions into its current User Agreement, as set forth in Exhibit C, and into
any other relevant online notice or print publications that contain such terms and
conditions.



C.
Internal Use. Gale grants Vocus the right to use the Licensed Content to support
Vocus’s internal accounting operations and otherwise to meet its obligations to Gale
under this Agreement. Gale also grants Vocus access to and use of the Licensed
Content for product development, testing, operation and/or maintenance of the
Services, customer support, and marketing demonstrations by Vocus’s sales and
marketing representatives. No royalty or fees will be payable in connection with these
internal uses.



D. Other Rights Reserved. All rights not explicitly granted in this Agreement are
reserved to and remain the property of Gale. Vocus agrees that the Licensed Content is
licensed “as is” and that Gale assumes no responsibility for the success of the Services
or for the ability of Vocus to integrate the Licensed Content into the Services or the
software supporting the Services, and Vocus will be liable for payment of applicable
license fees regardless of whether the Services make use of the Licensed Content or
whether the Services are deemed successful by Vocus. Vocus will not use the Licensed
Content except as explicitly allowed under this Agreement. Without limiting the
generality of the foregoing, Vocus is not granted the right to include the Licensed
Content (i) in tangible media products, including but not limited to CD-ROM; and (ii)
in Services that allow the Customer to redistribute or re-use the Licensed Content



					
	 	 	 	 	 
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except to Users and Customer’s employees, agents and advisors or for Customer’s valid
business purposes. Vocus specifically agrees and understands that no rights of dissemination,
including display of the Licensed Content in a Web service that is available to the public, by
any third party are being granted under this Agreement and that no rights to sublicense to any
third party are being granted under this Agreement, except for a Customer’s right to disseminate
Licensed Content to Users and Customer’s employees, agents and advisors or for Customer’s valid
business purposes.


3. Use and Access Restrictions. Notwithstanding any other provision of this Agreement,
without Gale’s prior written approval, Vocus may not use or provide access to the
Licensed Content in the following manners:




A. Modification of Content. Vocus will not (i) segment individual records from
the Licensed Content into new products; (ii) use data field elements from the
Licensed Content to create new products; or (iii) add to, modify, delete, or change
the content of the text in the Licensed Content. Notwithstanding the foregoing,
Vocus may modify the Licensed Content solely for the purpose of integrating the
Licensed Content into the Services.



B. Advertising and Navigational Links. Vocus will not include commercial
advertising or navigational links to e-commerce services and products within the
display of any records derived from the Licensed Content.


4. Proprietary Rights.




A. Licensed Content. Except for the limited license specifically provided herein,
this Agreement will not transfer to Vocus any right, title, or interest in the
Licensed Content, or in any data included in the Licensed Content. Gale will have
the right to offer, to license, or to sell all or any portion of the data in the Licensed
Content, or use of it, independently of this Agreement in any manner Gale desires.



B. Trademarks. Vocus acknowledges that all rights to the trade names and
trademarks pertaining to the Licensed Content belong to Gale and all goodwill
arising out of the use of such trade names and trademarks will inure solely to the
benefit of Gale. Vocus may only use such names in the operation, marketing,
advertising, and provision of the Licensed Content pursuant to this
Agreement. Gale may also use Vocus’s trade names in marketing collateral that lists
distributors. However, both Gale and Vocus will authorize the proper and
appropriate use of marks that are their respective property.



C. Copyrights. To the extent permitted by law, Vocus acknowledges that the
Licensed Content described in Section 2.A.ii is Gale’s copyrighted property and
comprises information, formatting, and templates created by, or selected,
coordinated, and arranged by Gale through the exercise of authorship, and by the
application of editorial standards and judgment, involving the expenditure of
considerable work, time, and money.



					
	 	 	 	 	 
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5. Copyright Notice, Branding and Links.




A. Copyright Notice. Vocus will display on every record accessed from the
Licensed Content (excluding title lists) “Copyright (year) The Gale Group, Inc.
All rights reserved.”



B. Branding and Links. Vocus may include Gale’s web site address
(www.gale.com) on any pages in the Services, marketing collateral, or training
material that describe the Gale Group or the Licensed Content.


6. Term and Termination.




A. Term. The term of this Agreement will be for a period of two (2) years,
commencing on March 1, 2005. At the end of the initial term, Gale will cease to
provide updates to the Licensed Content, but Vocus will continue to be able to use
any Licensed Content previously provided under this Agreement in accordance
with the terms and conditions of this Agreement at no additional charge. No fees
shall be due to Gale after the initial two-year term. After the initial term, any
updates to the Licensed Content will be made available for a specified update fee
(see Section 7.C.).



B. Termination. Notwithstanding anything to the contrary contained in this
Agreement, the parties may terminate this Agreement with regard to any or all the
Licensed Content (i) upon notice to the other party if the other party has breached
in any material respect any of its obligations under this Agreement and the breach
remains uncured for a period of thirty (30) days after notice of the breach (such
remedy will be in addition to all other rights and remedies the non-breaching party
may have available to it under this Agreement or by law or in equity; (ii) if the
other party suffers any insolvency proceeding, either voluntary or involuntary, or
is adjudicated bankrupt or makes any assignment for the benefit of creditors (such
termination will not relieve the party in proceedings from liability for the
performance of its obligations arising prior to such termination and will be in
addition to all other rights and remedies the terminating party may have available
to it under this Agreement or at law or in equity); or (iii) upon sixty (60) days’
notice to Vocus by Gale that Gale is discontinuing production and/or updating of a
significant portion of the Licensed Content governed by this Agreement as long as
such activities are not resumed by an Affiliate of Gale in the three (3) months
following the termination.



C. Actions Upon Termination. Upon termination of this Agreement for any
reason during the initial term, (i) Vocus will immediately discontinue all uses of
the Licensed Content and will, within thirty (30) days after the effective date of
termination, purge the Licensed Content from Vocus’s computer system and
destroy all versions of the Licensed Content in Vocus’s possession; and (ii) the
parties will discontinue use of each other’s trademarks and/or trade names, except
that the parties may continue to use pre-existing materials containing such



					
	 	 	 	 	 
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trademarks and/or trade names until replacement materials are available, or thirty
(30) days, whichever occurs sooner. At a party’s request, the other party will certify
that the foregoing actions have been taken.


7. License Fees and Payment. In consideration of the rights and licenses granted by Gale to Vocus
hereunder, Vocus will pay Gale the following license fees:




A. License Fees. For uses of the Licensed Content in the initial two-year term, an annual
flat fee of Twenty Thousand United States dollars ($20,000.00).



B. Payment Schedule. In the initial term, Vocus will distribute license fees due Gale
quarterly, in payments of Five Thousand United States dollars ($5,000.00) each, according
to the following schedule:



Year One:




	 	•	 	Installment 1: 25% of annual contract value due February 28, 2005
	 
	 	•	 	Installment 2: 25% of annual contract value due May 30, 2005
	 
	 	•	 	Installment 3: 25% of annual contract value due August 31, 2005
	 
	 	•	 	Installment 4: 25% of annual contract value due
November 30, 2005





Year Two:




	 	•	 	Installment 1: 25% of annual contract value due February 28, 2006
	 
	 	•	 	Installment 2: 25% of annual contract value due May 31, 2006
	 
	 	•	 	Installment 3: 25% of annual contract value due August 31, 2006
	 
	 	•	 	Installment 4: 25% of annual contract value due November 30, 2006





C. Payments for Updates. Should Vocus elect to receive updates to the Licensed Content
after the initial term, Vocus shall pay Gale Three Thousand, Five Hundred United States
dollars ($3,500.00) within 30 days of the delivery of any update files. Gale will provide
update files no more frequently than semi-annually.



D. Payment. Vocus will forward license fee payments to the following:



	 	 	 	 	 
	 	 	Wire Payments:
	 	 	Bank Name: Harris Bank
	 

	 	 	 	Chicago, IL
	 

	 	 	 	SWIFT Code: HATRUS44
	 	 	Account Name: The Gale Group
	 	 	 Account No.: 2999209
	 
	 	 	 	 
	 	 	Mailed Payments:
	 	 	Bank Name: Harris Bank
	 	 	Address: PO Box 95126
	 

	 	 	     Chicago, IL 60694






					
	 	 	 	 	 
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E. Pro-Ration of License Fees. Any license fees will be paid according to the
requirements described above in Section 7.B. If the Agreement terminates prior to the end
of the initial term for any reason other than breach by Vocus of its payment obligations
under this Agreement, fees will be refunded to Vocus on a pro-rated basis by Gale.


8. Data In Confidence. Gale and Vocus will maintain in confidence and will not
disclose to third parties without the other’s prior written consent (i) the specific terms of
this Agreement; (ii) the extent of Vocus sales insofar as it is known to Gale solely
because of information provided by Vocus; and (iii) information that is proprietary or
confidential to the other party. The confidentiality provisions of this Agreement will not
apply to and will exclude information generally available to the public, or disclosed to a
third party by the owning party without restriction, information rightfully obtained from
other sources, information independently developed by the receiving party or information
previously known to a party (and all analyses, compilations, studies or other documents
prepared by the parties, their agents, employees or professional advisors, which are based
on such non-confidential information). Each party will be entitled to seek injunctive
relief to enforce the provisions of this section, it being agreed that other damages may be
inadequate in the event of breach thereof.



9. Licensed Content
Development, Updating, and Availability.




A. File Development. Gale will provide complete documentation and access to
sample data to assist Vocus in the design and development of its use of the
Licensed Content. The initial data load will be delivered to Vocus in Excel
format via FTP delivery.



B. Updates. Gale will provide updates to the Licensed Content as it publishes
them, currently on a semi-annual basis. Each party will be responsible for its own costs
associated with the delivery/retrieval of such updates. Such updates will include a
complete refresh of the data, including new records, revisions of existing records, and
records that have not changed.


10. File Maintenance.




A. Record Deletions/Modification. Vocus will make reasonable efforts to
delete/modify records in the Licensed Content within sixty (60) days of receipt of
deletion/modification notice(s) from Gale.



B. Immediate Deletion. If any portion of the information contained in the
Licensed Content is or could be subject to a claim of defamation, obscenity,
invasion of privacy, or infringement of a third party’s proprietary right (including



					
	 	 	 	 	 
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copyright), Vocus agrees to delete it within seventy-two (72) hours after receiving
notice from Gale.



C. Change of Form/Format. In the event that Gale desires to change the forms
or formats of the Licensed Content provided under this Agreement, it will provide
Vocus with at least sixty (60) days’ written notice for substantial changes and at
least thirty (30) days’ written notice for all other changes, along with
documentation describing the proposed changes. In the event Vocus shall desire
to cancel the license for the affected content because of the proposed changes, it
will notify Gale in writing, by registered or certified mail, at least fifteen (15) days
in advance of the scheduled date of change and the effective date for termination.
Upon receipt of Vocus’s notice, Gale may immediately notify Vocus, in writing, of
its intent to retain the current forms or formats which, in such event, will render
Vocus’s cancellation notice null and void.



D. Access to Services. Gale will receive access to the Vocus’s Services for file
testing, maintenance, and customer service purposes. If required to access the
Services, Vocus will give Gale no less than three (3) passwords that provide
access to the Licensed Content on the Services. The above-described uses will be
for Gale internal use only and provided at no cost to Gale, other than for
telecommunications, and no royalties or fees will be due to Gale thereon.
Passwords provided for this access are to be used only by employees or agents of
Gale.


11. Promotion, Publicity, Marketing.




A. Customer Site. Upon Vocus’s request, Gale will provide Vocus with
descriptions of the Licensed Content to assist Vocus in developing help screens or
documentation and providing support to Users of the Licensed Content.


B. Promotion. Vocus shall have no obligation to identify Gale as the source of
the Licensed Content in any advertising or promotional materials.



C. Publicity. Neither Gale nor Vocus will issue any press release or other public
statement regarding this Agreement without the prior written consent of the other
which consent will not be unreasonably withheld or delayed.


12. Warranties and Indemnification. Gale represents and warrants that it owns or has
secured licenses for all appropriate content used in the Licensed Content and therefore
has the right to license use of the Licensed Content in accordance with the terms of this
Agreement and that, to the best of its knowledge, the Licensed Content does not violate
any copyright or other intellectual property interest of any third party.




A. Gale. Gale will indemnify, defend, and hold harmless Vocus, its partners,
officers, employees, and agents from and against any costs, damages, or other



					
	 	 	 	 	 
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expenses (including reasonable attorney’s fees) arising from any breach of Gale’s
representations or warranties contained herein without regard to limitations as to
knowledge; or arising out of any claims by any third party resulting from Vocus’ or its
Customer’s use of the Licensed Content if such use has been in accordance with the
provisions of this Agreement.



B. Vocus. Vocus will indemnify, defend, and hold harmless Gale, its partners, officers,
employees, and agents from and against any costs, damages, or other expenses (including
reasonable attorney’s fees) arising out of any breach by Vocus of any representations or
warranties contained in this Agreement; or arising out of any claims by any third parry
resulting from an error or omission in installing or incorporating the Licensed Content
into the Services, a failure in the hardware or software of Vocus’s computer, or a failure
to correct any information or record contained in the Licensed Content pursuant to Section
11. B [Immediate Deletion] of this Agreement.



C. Conditions Precedent. The obligations of either party to provide indemnification under
this Agreement will be contingent upon the party seeking indemnification (i) providing the
indemnifying party with prompt written notice of any claim for which indemnification is
sought; (ii) cooperating fully with the indemnifying party; and (iii) allowing the
indemnifying party to control the defense and settlement of such claim.


13. Limitation of Warranty. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY HERETO MAKES
ANY WARRANTIES EXPRESSED OR IMPLIED, AND EACH PARTY HERETO SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.



14. Limitation of Liability. Except for amounts payable pursuant to Section 12 [Warranties and
Indemnification], in no event will any party be liable to the other party for any indirect,
special, incidental, or consequential damages, including, without limitation, lost profits, arising
out of any failure or alleged failure by such other party to perform any of its obligations under
this Agreement. The foregoing limitation of liability will apply regardless of the cause of action
under which such damages are sought without limitations, breach of contract, negligence, strict
liability, or other tort.



15. Notices. Any notice or other communication required under this Agreement will be in writing and
shall be considered given when delivered by hand or mailed by certified or registered mail, return
receipt requested, or delivered by an express delivery courier service (e.g., Federal Express or
Airborne Express), to the following addresses:



To Vocus:

Vice President of Corporate Development

Vocus, Inc.

4296 Forbes Blvd.



					
	 	 	 	 	 
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Lanham, MD 20706

Attn: Mr. Matthew Siegal

With a copy to the same address, Attn: Legal Department


To Gale:

The Gale Group

27500 Drake Rd.

Farmington Hills, MI., 48331-3535

Attn: Executive Vice President, Strategic Business Development


16. Survival. Notwithstanding the termination of this Agreement for whatever reason, the
confidentiality provisions of this Agreement and Vocus’s obligation to pay any license fees accrued
prior to the date of such termination, and Sections 4 [Proprietary Rights], 6 [Term and
Termination], 12 [Warranties and Indemnification], 13 [Limitation of Warranty], 14 [Limitation of
Liability], and 21 [Governing Law] will survive such termination and remain in full force and
effect.



17. Entire Agreement. This Agreement contains a complete statement of all the arrangements
between the parties with respect to its subject matter, supersedes all previous Agreements
between them concerning that subject matter, and cannot be changed except via a written
document signed by both parties.



18. Independent Contractor. Each party is an independent contractor and nothing in this Agreement
shall be construed to create a partnership, joint venture, or agency relationship between the
parties.



19. Force Majeure. Neither Vocus nor Gale will be responsible for any failure or delay in
performance of its obligations under this Agreement because of circumstances beyond its reasonable
control, including, without limitation, acts of God, fires, floods, wars, civil disturbances,
sabotage, accidents, labor disputes (whether or not the employees’ demands are reasonable and
within the party’s power to satisfy), governmental actions, or transportation. No such failure or
delay will give the other party the right to terminate this Agreement.



20. Waiver. The failure of either party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any
waiver must be in writing and signed by both parties.



21. Governing Law. This Agreement will be governed and construed in accordance with the laws of the
State of Delaware exclusive of its choice of law provisions.



22. Assignment. Neither party may assign, sublicense or otherwise transfer (voluntarily, by
operation of law, or otherwise) this Agreement, or any rights under this Agreement, without the
prior written consent of the other party, except that either party shall be




					
	 	 	 	 	 
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permitted to assign this Agreement, without obtaining the consent of the other party, to an
Affiliate or to an entity that acquires all or substantially all of such party’s business, assets
and/or stock (including by way of merger), so long as such assignee agrees to be bound by all of
the terms and conditions thereof. Any attempt to assign this Agreement other than in accordance
with this Section 22 shall be null and void.



23. Headings. Section headings are included in this Agreement for mere convenience and have no
special meaning.




	 	 	 	 	 	 	 	 	 
	Gale Group, Inc.	 	 	 	Vocus, Inc.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Brian J.St. German
	 	 	 	By:
	 	/s/ Steve Vintz
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Brian J.St. German
	 	 	 	Name:
	 	Steve Vintz
	Title:

	 	Director, Business Development
	 	 	 	Title:
	 	CFO
	Date:

	 	13 December 2004
	 	 	 	Date:
	 	12/13/04






					
	 	 	 	 	 
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Exhibit A




Description of Vocus’s Services



Vocus creates and markets on-demand business software products that automate many of the
tasks associated with public relations, government relations and marketing, including but not
limited to the monitoring, storing, displaying, printing, forwarding and analyzing of news articles
from print, broadcast and electronic media.




					
	 	 	 	 	 
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Exhibit B




Gale’s Terms and Conditions



The Gale Databases (the “Licensed Content”) are copyrighted by the Gale Group, Inc. (“Gale”).
The Licensed Content is provided “as is” without warranty of any kind. Neither Gale nor any of its
data suppliers make any warranty whatsoever as to the accuracy or completeness of the Licensed
Content or the results to be obtained from using the information contained therein and neither Gale
nor any of its data suppliers will be responsible for any claims attributable to errors, omissions,
or other inaccuracies in the information contained in the Licensed Content. The entire risk for the
results and performance of the Licensed Content is assumed by the user. Further, neither Gale nor
any of its data suppliers make any representations or warranties, either express or implied, with
respect to the Licensed Content, including, but not limited to, the quality, performance,
merchantability or fitness for a particular purpose of the Licensed Content or any information
contained therein. In no event will Gale or any of its data suppliers be liable for direct,
indirect, special, incidental, or consequential damages.




					
	 	 	 	 	 
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Exhibit C



Vocus’s User Agreement



SUBSCRIPTION AGREEMENT



1. GRANT OF SUBSCRIPTION



A. Vocus has developed or may develop certain proprietary software, databases,
and documentation which it has combined into the Vocus Service (all or any constituent part of
which shall be referred to herein as the “Service”, as the context requires) .
Vocus makes the Service available to subscribers on an annual, renewable subscription basis.
Subject to the terms and conditions set forth herein and during the term set forth herein, Vocus
agrees to provide the Subscriber (“Subscriber”) named in the first page of the attached
Subscriber Agreement (the “Cover Page”) with non-exclusive access to and use of the
Service. Subscriber is hereby granted a subscription to the Service as specified herein solely on a
limited, revocable, personal, non-exclusive, non-transferable (except as expressly set
forth herein) basis, solely during the term of this Agreement, with no right to grant any such
permission to others, solely to use the Service in accordance with the terms and conditions of this
Agreement, as long as Subscriber pays the fees and expenses in the amounts and at the times set
forth in this Agreement (including the Cover Page and any addendum). Subscriber may use the Service
only pursuant to the terms and conditions of this Agreement. FOR THE AVOIDANCE OF DOUBT,
ALL RIGHTS NOT EXPRESSLY GRANTED TO SUBSCRIBER HEREIN ARE RESERVED TO VOCUS.



B. This Agreement does not impact in any way title or ownership of the Service (both of which
remain exclusively with Vocus), but only a limited right of use in accordance with the terms
of this Agreement. Subscriber shall take affirmative steps to ensure that employees,
agents and consultants authorized by Subscriber to access the Service will use the
Service in accordance with the terms of this Agreement. Subscriber agrees not to modify, create derivative works of, translate, reverse engineer, decompile, disassemble or
otherwise recreate or gain access to the source code of the Service.



C. Subscriber represents to Vocus that all materials provided by Subscriber for residence on the
Service (“Subscriber Materials”) are and shall remain the property of Subscriber, who shall retain
all intellectual property rights therein; and that Subscriber’s activities in connection with this
Agreement will not violate any contract or other agreement to which Subscriber is bound.



2. HOSTING, SERVICE AVAILABILITY AND STORAGE



A. Vocus shall host and maintain the Service on its servers (the “Vocus Server”). The Service
shall be fully accessible, usable and functional in accordance with Vocus published
technical specifications. The Service will maintain an average availability of no less than
99.5%, which translates to less than forty-five (45) hours of downtime per annum, excluding
scheduled or emergency maintenance, force majeure, and any other events beyond Vocus’ reasonable
control. Downtime is any time in which a computer on the global Internet is unable to connect to
the Vocus production environment, log into the application, access application data
or file attachments or execute reporting jobs because the application is unavailable.
Vocus will perform scheduled maintenance only between the hours of 12 A.M and 6 A.M. (Eastern
time).



B. Vocus shall provide up to 500 megabytes of hosted data storage capacity to Subscriber for
purposes of storing Subscriber Materials on the Service.



3. BACK-UP AND SUPPORT SERVICES



A. In accordance with the applicable technical specification standards and in accordance with a
commercially reasonable time schedule for the creation of back-ups, Vocus shall keep in a separate
and secure place back-ups of Subscriber’s data and any additional software systems reasonably
necessary to reproduce all such data. Restoration of Subscriber’s data due to the fault of
Subscriber will be at Subscriber’s expense and if due to the fault of Vocus, at Vocus’s expense.




					
	 	 	 	 	 
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B. During the term of this Agreement, Vocus shall provide technical support to Subscriber,
including providing Subscriber with access to a member of the Vocus support services staff via a
telephone help line, which support staff member will consult with Subscriber for a reasonable
amount of time by telephone during the hours of 9:00 AM and 8:00 PM Eastern time Monday through
Friday to assist Subscriber with troubleshooting, error correction and use of the Service.



4. NONDISCLOSURE



A. “Confidential Information” means any and all information, which is of a confidential,
proprietary or trade secret nature that is furnished or disclosed by one party to the other party
under this Agreement. Without limiting the generality of the foregoing, Confidential
Information includes the specific business terms of this Agreement and any other information
that is marked as “Confidential,” “Proprietary,”
“Trade Secret,” or in some other manner to
indicate its confidential, proprietary or trade secret nature.




B. Confidential Information will remain the property of the disclosing party, and the other
party will not be deemed by virtue of its access to the other party’s Confidential Information
to have acquired any right or interest in or to any such Confidential Information, other than as
specifically set forth herein. The receiving party agrees: (i) to hold the Confidential Information
in strict confidence; (ii) to limit disclosure of the Confidential Information to the receiving
party’s own employees, agents or authorized consultants having a need to know the
Confidential Information for the purposes of this Agreement; (iii) not to disclose any Confidential
Information to any third party; (iv) to use the Confidential Information solely and exclusively in
accordance with the terms of this Agreement in order to carry out its obligations and exercise its
rights under this Agreement; and (v) to notify the disclosing party promptly of any
unauthorized use or disclosure of the Confidential Information and to cooperate with and assist
the disclosing party in every reasonable way to stop or minimize such unauthorized use or
disclosure.


C. The obligations of either party under this Section 4 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 attempt to 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.



D. The receiving party agrees that if a court of competent jurisdiction determines that the
receiving party has breached, or attempted or threatened to breach, its confidentiality
obligations to the disclosing party or the disclosing party’s proprietary rights, the disclosing
party will be entitled to obtain appropriate injunctive relief and other measures restraining
further attempted or threatened breaches of such obligations. Such relief or measures shall be in
addition to, and not in lieu of, any other rights and remedies available to the disclosing party.




5. WARRANTIES AND REMEDIES FOR BREACH OF WARRANTY



A. Vocus represents and warrants that it will provide access to and use of the Service in
accordance with the published specifications and the service level standards specified in this
Agreement.



B. Notwithstanding the foregoing, Vocus does not warrant the Service against material
deviations in performance from the specifications or claims of infringement caused by:
(i) modifications to the Service or any portion of it by anyone other than Vocus or its authorized
agents and contractors; (ii) the combination, operation or use of the Service with any
software or equipment other than in accordance with the specifications; or (iii) Subscriber’s
failure to use any new or corrected versions of the Service or documentation made available by
Vocus.




					
	 	 	 	 	 
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C. Each party warrants to the other that it shall perform its responsibilities and exercise its
rights under this Agreement in a manner that does not infringe, or constitute an
infringement or misappropriation of, any U.S. patent, copyright, trademark, trade secret or other
proprietary rights of any third party.




     1. If a third party brings an action against one party (the “Indemnitee”) that constitutes a
breach of this warranty by the other party (the “Indemnitor”), then the Indemnitor will, at its own
expense, settle the claim or defend the Indemnitee in such proceeding and the Indemnitor will pay
all settlements, costs, damages and legal fees and expenses finally awarded provided that the
Indemnitee promptly notifies the Indemnitor in writing of the proceeding, provides the Indemnitor a
copy of all information received by the Indemnitee with respect to the proceeding, cooperates with
the Indemnitor in defending or settling the proceeding, and allows the Indemnitor to control the
defense and settlement of the proceeding, including the selection of attorneys. The Indemnitee may
observe the proceeding at its own expense.



     2. If such a proceeding alleging an infringement by Vocus is brought against Vocus or
Subscriber or appears to Vocus to be likely to be brought, Vocus may, at its sole option and
expense, (i) obtain the right for Subscriber to continue using the allegedly infringing item(s),
(ii) replace or modify the item(s) to resolve such proceeding or (iii) upon notice to Subscriber,
terminate this Agreement or Subscriber’s use of the Service or any portion thereof, provided that
Vocus promptly refunds to Subscriber the prorata portion of any fees prepaid by Subscriber,
amortized on a straight-line basis.


This Section 5.C states each party’s entire obligation to the other party and such other party’s
sole remedy with respect to any claim of infringement.



D. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE,
COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.




6. LIMITATION OF LIABILITY



A. If Subscriber should become entitled to claim damages from Vocus (including without limitation,
for breach of contract, breach of warranty, negligence or other tort claim), then except as
specifically provided herein to the contrary, Vocus’ liability hereunder will be limited as
follows:



     1. Subscriber acknowledges that it alone is responsible for the results obtained from its use
of the Service and the Services, including without limitation the completeness, accuracy and
content of such results. If any such results are inaccurate or incomplete solely due to any defect
in the Service, Vocus’s sole obligation shall be to correct or modify the Service at no additional
charge to Subscriber. Vocus shall not be responsible or liable in any other manner for any such
results (whether foreseen or unforeseen).



     2. Except with respect to liability arising under Section 5.C of this Agreement, Vocus’s
liability to Subscriber for any recoverable losses or damages arising under or in connection with
this Agreement shall be limited to only the amount of Subscriber’s actual direct damages, not to
exceed (in the aggregate for all claims arising within a month) an amount equal to (i) the prorated
portion of the fees paid by Subscriber for access to the Service during the calendar month in which
Subscriber’s claim arises, as applicable, minus (ii) the amount of any other damages recovered by
Subscriber from Vocus for other claims arising in such calendar month. The foregoing limits also
apply to Vocus’ subcontractors and software licensors, and sets forth the maximum liability for
which Vocus and its subcontractors and software licensors are collectively responsible.



B. In no event will Vocus or any person or entity involved in the creation, manufacture or
distribution of any software, services or other materials provided under this Agreement be
liable for: (i) any damages caused by Subscriber or any person or entity acting in concert with
Subscriber or controlled by or controlling Subscriber; (ii) any claims or demands of
third




					
	 	 	 	 	 
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parties (other than those third party claims covered by Section 5.C.1); or (iii) any lost profits,
loss of business, loss of use, lost savings or other consequential, special, incidental, indirect,
exemplary or punitive damages.



C. The limitations in Section 6.A do not apply to: (i) the payment of settlements, costs, damages
and legal fees referred to in Section 5.C.; or (ii) any claims by Subscriber for reimbursement for
personal injury or property damage caused by Vocus’ gross negligence. The limitations of liability
set forth in this Section 6 will survive and apply notwithstanding the failure of any limited or
exclusive remedy for breach of warranty set forth in this Agreement.




7. TERM AND TERMINATION



A. This Agreement shall be for a one year term commencing on the date of this Agreement, as set
forth in the Cover Page (the “Effective Date”) and terminate one (1) year following the
Effective Date, unless otherwise renewed for an additional one (1) year term. Upon
such renewal, the annual subscription fee shall be the fee charged by Vocus to its customers on the
commencement date of the new term, and shall be paid within 30 days of invoice.



B. If either party believes that the other party has failed in any material respect to perform its
obligations under this Agreement, then that party may provide written notice to the breaching party
describing the alleged failure in reasonable detail. If the breaching party does not
either (i) cure the material failure within thirty (30) calendar days after receiving
such written notice; or (ii) if the breach is not one that can reasonably be cured within thirty
(30) calendar days after receiving such written notice, develop a plan to cure the failure and
diligently proceed according to the plan until the material failure has been cured, then the
non-breaching party may terminate this Agreement for cause by written notice to the breaching
party. Termination of this Agreement will be in addition to, and not
in lieu of, other remedies available to the terminating party under this Agreement. Upon such termination
for cause by Subscriber, Vocus agrees to promptly refund to Subscriber a pro rata portion of any
prepaid annual subscription fees paid hereunder, amortized on a straight-line basis.



C. Within thirty (30) days after the expiration or termination of this Agreement for any reason,
the receiving party must destroy the original and all copies (including partial copies)
of all Confidential Information of the disclosing party, including copied portions contained in
derivative works. Within such time period, each party will certify in writing to the
other party their respective compliance with this provision of the
Agreement.



D. Any provision of this Agreement that imposes or contemplates continuing obligations on
a party will survive the expiration or termination of this Agreement, including but
not limited to Sections 4 (Nondisclosure), 5.C (Infringement) and 6 (Limitation of
Liability).




8. LAW AND DISPUTES



A. This Agreement will be governed by the laws of the State of Maryland, without the
application of the Uniform Computer Information Transaction Act (UCITA). The
parties agree that the United Nations Convention on Contracts for the International Sale of goods
shall not apply to this Agreement.



B. Both Vocus and Subscriber agree to comply fully with all relevant export laws and regulations of
the United States to ensure that no information or technical data provided pursuant to this
Agreement is exported or re-exported directly or indirectly in violation of law.



C. The Parties will attempt to settle any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, through friendly consultation between them.
If within thirty (30) days of initial notice of a controversy or claim, settlement cannot be
reached through friendly consultation, the controversy or claim will be settled by binding
arbitration. The site of any such arbitration will be Washington, D.C., at a location to be agreed
upon by the parties. The arbitration will be conducted in accordance with the then applicable
Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The
parties will share equally the fees and expenses of the arbitrator(s). Otherwise, each party
will bear its own costs and expenses, including fees and expenses of




					
	 	 	 	 	 
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counsel, associated with the arbitration. The arbitrator(s) will not be empowered to award punitive
damages to either party.



D. Either party will have the right to apply at any time to a judicial authority for appropriate
injunctive or other interim or provisional relief, and will not by doing so be deemed to have
breached its agreement to arbitrate or to have affected the powers reserved to the arbitrators.



E. No proceeding, regardless of form, arising out of or related to this Agreement may be brought by
either party more than two (2) years after the accrual of the cause of action, except that (i)
proceedings related to violation of a party proprietary rights or any duty to protect
Confidential Information may be brought at any time within the applicable statute of limitations,
and (ii) proceedings for non-payment may be brought up to two (2) years after the date the last
payment was due.



9. GENERAL



A. Any notice or other communication required or permitted to be made or given by either party
pursuant to this Agreement will be in writing, in English, and will be deemed to have been duly
given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S.
mail, postage prepaid, with return receipt requested; (ii) when delivered if
delivered personally or (iii) one business day after being sent by express courier service. All
notices will be sent to the other party at its address as set forth on the Cover Page or at such
other address as such party will have specified in a notice given in
accordance with this section.



B. Neither party may assign this Agreement without the prior written consent of the other. Any
purported assignment in violation of the preceding sentence will be void and of no effect.
Notwithstanding the foregoing, either party may assign this Agreement and/or any of its rights,
licenses and/or obligations hereunder, upon written notice to the other party and without
such other party’s consent, to any of such other party’s affiliates or subsidiaries, or in
connection with a merger, sale or reorganization of such other party or due to change of control of
such other party or of a business unit, division or line of business of such other party; provided,
however, that the assigning party shall at all times continue to be responsible for all obligations hereunder, including those undertaken by the assignee; and provided
further, that in the case of an assignment permitted by this Section 9.B, only Vocus or its
successor-in-interest and Subscriber or its successor-in-interest shall have the right to enforce
any obligation or make any request under this Agreement. This Agreement will be binding upon the
parties’ respective successors and permitted assigns.



C. This Agreement constitutes the entire agreement between the parties, and supersedes all
other prior or contemporaneous communications between the parties (whether
written or oral) relating to the subject matter of this Agreement. This Agreement may
be modified or amended solely in a writing signed by both parties.



D. If Purchaser is the U.S. Government or any agency or instrumentality thereof, the software
provided pursuant to this Agreement is delivered with RESTRICTED RIGHTS only. The use,
duplication, or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-
19 Commercial Computer Software—Restricted Rights or DFAR 252.227-7013 Rights in Technical Data and Computer Software. All rights not specifically granted in the statement are
reserved by Vocus.



E. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one
or more provisions shall not affect the enforceability of any other provisions. In
addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the
parties shall substitute an enforceable provision that, to the maximum extent possible
in accordance with applicable law, preserves the original intentions and economic positions of the
parties.



F. No failure or delay by either party in
exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and
no waiver will be effective unless it is in writing and signed by the waiving party. If either
party waives any right, power or remedy, such waiver will not waive any successive or other right,
power or remedy the party may have under this Agreement.




					
	 	 	 	 	 
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G. All taxes due to any governmental authority based on this Agreement are the responsibility of
Subscriber.



This Agreement is comprised of the Cover Page, the Subscription Agreement, and any written Addendum
hereto that is dated and executed by Subscriber and Vocus. In the event of any inconsistency
between the terms of the Cover Page, the Subscription Agreement and an Addendum, then (i) the
Addendum shall control, in order of the most recent Addendum; and (ii) thereafter the Cover Page
shall control.



10. NEWS ON-DEMAND



A. Vocus will (i) monitor on a daily basis various news sources for mentions of the words
or phrases (“queries”) specified by Subscriber and (ii) supply to Subscriber and Subscriber’s
designated users on a periodic basis one or more reports and/or series of URL’s relating to the
Subscriber’s query (each a “Vocus Monitoring Report”).



B. Subscriber will specify Subscriber’s queries and designated users and pay Vocus the sum
specified in one or more Subscription Agreements between Vocus and Subscriber.



C. Vocus will supply Vocus Monitoring Reports by posting them in a secure, password-protected area of Vocus’ web site and sending to Subscriber login information,
including passwords, to be issued by Subscriber to Subscriber’s designated users for
access to the Vocus Monitoring Reports. Vocus also will send to Subscriber’s designated users
an email notification including a link to access the Vocus Monitoring Reports.



D. Neither Subscriber nor Subscriber’s designated users may resell any Vocus Monitoring Report supplied hereunder (including any portion of such Report), or distribute
the Vocus Monitoring Reports to persons other than Subscriber’s employees, agents, or advisors.



E. Subscriber acknowledges and agrees that in providing the aforementioned monitoring services and Reports, Vocus will supply information, including news mentions,
prepared by others, and Vocus is therefore not responsible for the content of any such news
mentions. Vocus makes no representation or warranty, whether express or implied, regarding the origin, accuracy, correctness or completeness of any
information, including news mentions, supplied by Vocus. Vocus is not responsible for the subject
matter, content, or editorial approach of any such information, including news mentions, and hereby
disclaims ownership of any information and/or news mentions provided to Subscriber under this
Section 10.



F. Subscriber acknowledges and agrees the commercial news sources monitored by Vocus generally
provide information with the expectation that the information will be publicly and widely seen;
(ii) such information may be protected by copyright; (iii) Vocus does not imply or warrant, by
virtue of supplying information, incorporating news mentions or otherwise, that Vocus holds or
grants any license to use any information provided in any Vocus Monitoring Report, including news
mentions. Subscriber’s use of any such information, Report or news mention shall be at
Subscriber’s sole risk and expense. Further, Subscriber’s use of such information, Report or news
mention may be subject to restrictions imposed by the provider of the information, and Subscriber
agrees that it shall comply with any such restrictions, including but not limited to requirements
to pay subscription fees to access such information or news mentions.



Vocus reserves the right, in its sole and absolute discretion, to refuse to undertake any query
that Vocus deems improper or unlawful.




					
	 	 	 	 	 
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