exv10w18



 






LICENSE AGREEMENT



This License Agreement, effective as of August 1, 2003 (“Effective Date”), is entered into by and
between PR Newswire Association LLC, a Delaware limited liability company with offices at 810
Seventh Avenue, New York, New York 10019 (“PR Newswire”) and Vocus, Inc., a Delaware corporation,
with offices at 4325 Forbes Blvd., Lanham, MD 20706(“VOCUS”).



Whereas, Vocus currently markets and sells the Vocus Public Relations service (the “VPR Service”),
a media contact management service for public relations professionals; and



Whereas, Vocus desires to license from PR Newswire and PR Newswire desires to license to Vocus the
Global Media Data (as hereinafter defined) for use within the VPR Service.



Now therefore, in consideration of premises and conditions herein, the sufficiency and adequacy of
which are hereby acknowledged, the parties agree as follows:



1. Definitions.




     a) Global Media Data. Journalist contact and media outlet information owned by PR
Newswire and licensed to Vocus under the terms of this License Agreement. Journalist contact information
includes name, postal address, job title, outlet, phone number, fax number, email address, delivery
preference, role, working language and coverage subjects. Outlet information includes name, postal address, phone
number, fax number, email address, Web site URL, outlet type, frequency, news focus, coverage subjects, working
language and circulation/audience. Global Media Data includes contact and journalists from Europe, Asia and
Latin America. It does not include media data from Canada, Australia and New Zealand; provided that it may
include PR Newswire’s United States media data upon payment of additional royalties as set forth in
Section 7(a).



     b) PR Newswire Marks. PR Newswire’s trademarks and logos, as set forth in Exhibit
A, as amended by PR Newswire from time to time.



     c) Vocus Customers. Customers of the Vocus VPR software product.




     d) VPR Service. The product as currently sold and marketed by Vocus to its retail
customers.


2. License.




     a) Global Media Data. Subject to all of the terms and conditions of this Agreement, PR
Newswire hereby grants to Vocus during the Term (as defined in Section 8 below) a limited,
non-exclusive, non-transferable license, to receive the Global Media Data from PR Newswire; to incorporate the Global Media
Data and excerpts thereof into the VPR Service; and to make available the Global Media Data and excerpts thereof
in connection with the VPR Service to VPR Customers.



     b) Trademark. PR Newswire hereby grants Vocus a non-exclusive license to use the PR
Newswire Marks, for the limited purposes of advertising and promoting the VPR Service in accordance
with the terms hereof. In using the Marks, Vocus acknowledges and agrees that: (i) all such uses shall be
subject to PR Newswire’s prior written approval; (ii) Vocus will use the Marks in the appropriate manner as
set forth herein; (iii) as between Vocus and PR Newswire, the Marks and all goodwill associated therewith are
and shall remain the sole property of PR Newswire; (iv) nothing in this Agreement shall confer in Vocus any
right of ownership in the Marks; (v) Vocus shall not now or in the future contest the validity of the Marks or adopt
marks which are confusingly similar to the Marks; and (vi) upon the reasonable written request of PR Newswire,
Vocus shall provide samples of advertising and documentation utilizing the Marks. It is expressly
understood and agreed that the license granted herein by PR Newswire is intended for the use solely by Vocus and may not
be assigned or transferred without the prior written consent of PR Newswire.



 









 








3. PRN Services and Responsibilities




     a) PR Newswire Global Media Data shall include no less than 60,000 media outlets and 180,000
journalists contacts.



     b) PR Newswire will update the Global Media Data continuously and will provide Vocus with all
available updates on a daily basis, excluding weekends and holidays.



     c) PR Newswire will use its commercially reasonable efforts to research and supply
corrections, additions or deletions to the Global Media Data when requested by Vocus’ customers.


4. Limitations and Terms of Use.




       a) Prohibition. Nothing herein shall grant Vocus the right to sublicense to others
the right to resell and redistribute the Global Media Data.



       b) Use of Content.




     (i) PR Newswire reserves the right to determine, in its sole discretion, which Global
Media Data shall be made available to Vocus. Data shall include no less than 60,000 media
outlets and 180,000 journalist contacts. Upon notification by PR Newswire of a required
correction to or withdrawal of any part of the Global Media Data, Vocus shall promptly make
the correction to or withdrawal of said part of the Global Media Data.




     (ii) In no event shall the Global Media Data be displayed by Vocus in any manner or in
conjunction with any other material that, in PR Newswire’s reasonable discretion, tarnishes
or disparages the high quality image of PR Newswire or its services. In the event of an
objection under this subsection, PR Newswire shall notify Vocus in writing of such
objection, providing a detailed explanation of the reasons for such objection. Immediately
upon receipt of such notification in writing, Vocus shall cause the objectionable manner of
display to cease or cause such objectionable material to be removed from any locations on
which it appears.




     (iii) Notwithstanding anything to the contrary in this Agreement, in the event that
either party receives any notice from any party (whether a natural person, corporation,
government agency or other business or legal entity) asserting any challenge to the other
party’s rights with respect to the use of any Global Media Data, or if either party at any
time has a good faith concern that any particular use of such Global Media Data may create
legal liability for itself, the other party, and/or PR Newswire Customers or Vocus
Customers, such party shall then have the right, without incurring any liability to the
other party, at any time, to exclude such Global Media Data from the rights granted
hereunder, provided that such party furnishes the other party with notice of its election
to exclude any such Global Media Data. Without limiting the foregoing, each party agrees
that it shall immediately following the other party’s demand, remove the designated Global
Media Data referenced in the other party’s demand from any distribution.



     c) Customer Agreements. Vocus shall enter into an agreement with its customers
governing the use of the VPR Service (“Customer Agreement”), which shall be substantially in the form attached
hereto as Exhibit B and shall include a prohibition against reselling or sublicensing the Global Media Data.
Upon reasonable request by PR Newswire, Vocus shall conduct a diligent investigation of a Vocus Customer’s
compliance with the restrictions on use of the Global Media Data and shall provide PR Newswire with a report on
its findings concerning such compliance or non-compliance, as the case may be.



     d) Reservation of Rights. The use of the Global Media Data by Vocus, including the
distribution or transmission of the Global Media Data by Vocus, by or to anyone other than as expressly
permitted in this Agreement, is strictly prohibited. Vocus shall use its best efforts to prevent such
unauthorized use, including by notifying End Users, that retransmission and further distribution is prohibited other than as
expressly outlined



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herein. Each party reserves all rights not expressly granted in this Agreement. Each party is and
remains ultimately responsible for fulfilling its respective obligations hereunder and shall
directly ensure the fulfillment thereof.




     e) Promotional Use. Vocus may use the Global Media Data for promotional purposes upon
prior written approval of PR Newswire. VOCUS shall not be required to obtain written permission from
PR Newswire to provide prospective Vocus Customers with internal trials of the Global Media Data, which
shall not exceed five (5) days. During such internal trials, Vocus shall ensure that VOCUS Customers are prevented
from exporting or downloading the Global Media Data. Vocus may extend such trials beyond five (5) days with the
permission of PR Newswire.



     f) Marketing. Vocus shall use its best efforts to sell or solicit sales of the
Global Media Data.


5. PR Newswire’s Representations and Warranties.




     PR Newswire represents and warrants that it has the authority necessary to enter into this
Agreement. PR Newswire represents and warrants that it has the authority to license the Global
Media Data described herein.


6. Vocus Representations, Warranties and Obligations.




     a) Vocus represents and warrants that it has the authority necessary to enter into this
Agreement.



     b) VOCUS represents and warrants that each of VOCUS Customers shall be contractually obligated
to comply with the obligations imposed on VOCUS by PR Newswire
hereunder.




     c) VOCUS represents and warrants that it shall comply with all of its obligations under
Section 3 of this Agreement.


7. Payment




     a) Royalty. VOCUS shall pay to PR Newswire a royalty equal to $1000 per year for
each U.S. customer of VPR who receives access to the PR Newswire Global Media Data and $1500 per year
for each non-U.S. customer of VPR who receives access to the PR Newswire Global Media Data. VOCUS will
pay as additional $500 for each non-U.S. customer who receives PR Newswire’s U.S. media data in
addition to the Global Media Data.



     b) Payment Terms. VOCUS shall pay PR Newswire the royalties described in 7(a) above
within thirty (30) days following the end of each quarter. All payments hereunder shall be
accompanied by detailed financial reports in such format as PR Newswire shall approve and containing such information
as PR Newswire shall reasonably require.



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



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8. Term and Termination.




     (a) The term of this Agreement shall be two (2) years (the “Term”).



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




     (i) Either Party may terminate this Agreement by giving written notice to the
other Party of its intention to terminate at least one (1) year prior to the intended date
of termination.




     (ii) Either Party may terminate this Agreement, effective immediately, at
any time upon seven (7) days prior written notice upon the happening of any of the
following events:




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




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




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


9. Limitation of Liability; Indemnities.




     a) IN NO EVENT SHALL PR NEWSWIRE OR ITS THIRD PARTY LICENSORS BE LIABLE
TO VOCUS, VOCUS’S CUSTOMERS, ANY END USERS OR ANY THIRD PARTIES FOR ANY INDIRECT,
CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR ANY OTHER DAMAGES, COSTS,
EXPENSES OR LOSSES, INCLUDING THOSE ARISING FROM THE AVAILABILITY OR CONTENT OF
THE GLOBAL MEDIA DATA, REGARDLESS OF THE FORM OF ACTION, DAMAGES, CLAIM,
LIABILITY, COST, EXPENSE OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING,
WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE. Neither PR Newswire nor its third party
licensors, guarantee the sequence, accuracy or completeness of any of the Global Media Data
and shall not be
liable in any way to VOCUS, the VOCUS Customers, as the case may be, the End Users and/or
subscribers or any
third parties or to any other person who may use the information or to whom the information
may be furnished, or
to any other person whatsoever, for any delays, inaccuracies, errors or omissions therefrom or
in the transmission
or delivery of all or any part thereof or for any damages arising, directly or indirectly,
therefrom or occasioned
thereby.



     b) VOCUS shall, and hereby does, indemnify and hold harmless PR Newswire, its parents,
subsidiaries, affiliated companies and their respective officers, directors, employees,
agents and other
representatives from and against all claims, losses, liabilities and expenses, including
reasonable attorney’s fees,
arising, directly or indirectly, out of or in connection with a breach of its representations
and warranties
hereunder.


10. Warranty Disclaimer. Except as otherwise set out in this agreement, NEITHER PR
NEWSWIRE NOR
ANY OF ITS THIRD PARTY LICENSORS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO
THE GLOBAL MEDIA DATA, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PURPOSE.




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11. Ownership. The Global Media Data and all copyrights, trademarks and other
rights in and to the Global Media Data and the Marks are, and shall remain, the sole and exclusive property of PR Newswire.
VOCUS warrants, represents and agrees that it will not, directly or indirectly, use, sell or otherwise
dispose of, pledge, mortgage or in any way encumber the Global Media Data, the Marks or any rights herein except as
expressly authorized herein.



12. Unauthorized Use. If VOCUS shall learn of an unauthorized (i) use of the Marks, or
(ii) transmission or receipt of items of PR Newswire’s information provided under this Agreement, including, without
limitation, the Global Media Data, it shall by notice promptly and fully inform PR Newswire of all facts known to
it with respect to such unauthorized use, transmission or receipt. In the event of unauthorized transmission or
receipt of information, VOCUS shall promptly conduct an investigation and shall keep PR Newswire apprised of
the facts learned by it and of all interim and final findings and conclusions it makes, as well as steps
VOCUS proposes to take to prevent recurrence of such unauthorized transmissions or receipts. In connection with
unauthorized use of trademarks or logos, the affected party may, at its own expense, institute an action or proceeding
to obtain any relief permitted in law or equity, or both, against any infringing person and the other party shall
reasonably cooperate, as reasonably requested by the party
maintaining the suit. PR Newswire shall determine,
in its sole discretion, whether legal action should be instituted in connection with the unauthorized
transmission or receipt of it’s the Global Media Data or any related materials or information and VOCUS shall not bring any
such action without the prior written approval of PR Newswire. If any such action or proceeding is instituted,
the other party shall reasonably cooperate, as reasonably requested by the party maintaining the suit.



13. Equitable Relief. VOCUS acknowledges that the Global Media Data has a special,
unique and extraordinary character, and that, in the event of a breach of any term, condition, representation,
warranty, Covenant or agreement contained in this Agreement, PR Newswire shall be caused irreparable injury,
including loss of goodwill and harm to reputation, which cannot be adequately compensated in monetary
damages. Accordingly, in the event of any such breach, actual or threatened, PR Newswire shall have, in
addition to any other legal remedies, the right to injunctive or other equitable relief.



14. Confidentiality. The parties hereto agree that the terms of this Agreement and
all documents and confidential information furnished to a party hereunder shall be held in strict
confidence and shall not, without the prior written consent of the other party, be made available
or disclosed to any third party or be used by the other party hereto other than as contemplated
hereunder. Moreover, each party hereto agrees to restrict dissemination of such documents and
confidential information to only those persons in their respective organizations who are directly
involved in the performance of the obligations under this Agreement. Notwithstanding the above
restriction, neither party shall have any obligation for any disclosure of information that is, or
becomes generally known to the public without breach of the terms of this Agreement, which is
disclosed by a third party without any obligation of confidentiality, or for any disclosure of
information which is required by court order or by order of any governmental or administrative
tribunal having jurisdiction over the parties hereto, provided that the affected party is given
sufficient notice so that it is reasonably able to take steps to prevent such disclosure.



15. General Provisions.




     a) Force Majeure. Neither party shall be liable to the other for any delay or
non-performance of its obligations under this Agreement arising from any cause or causes beyond
its reasonable control including, without limitation, any of the
following: act of God,
governmental act, war, terrorism, fire, flood, explosion, or the inability, or severely impaired
ability, to obtain goods or services, civil commotion or industrial dispute. The party so delaying
shall promptly notify the other party in writing of the reason for the delay and the likely
duration of the delay. The performance of the delaying party’s obligations, to the extent affected
by the delay, shall be suspended during the period that the cause persists. So long as any such
failure continues, the party affected by conditions beyond its control will keep the other party
fully informed at all times concerning the matters causing such delay or default and the prospects
for their termination. In the event that such failure continues for thirty (30) days or longer,
the affected party may terminate this Agreement effective upon receipt of written notification
thereof.



 









 









     b) No Agency. Nothing in this Agreement shall be construed to constitute or appoint
either party as the agent or representative of the other party for any purpose whatsoever, or to grant to
either party any rights or authority to assume or create any obligation or responsibility, express or implied, for or on
behalf of or in the name of the other, or to bind the other in any way or manner whatsoever.



     c) Notices. All notices required by this Agreement shall be sent in writing (by
certified or registered mail, Federal Express or other overnight carriers, telex, telegram or confirmed facsimile) to
PR Newswire and VOCUS at the following addresses:



	 	 	 	 	 
	 

	 	If to PR Newswire:
	 	PR Newswire
	 

	 	 	 	806 Plaza Three
	 

	 	 	 	Harborside Financial Center
	 

	 	 	 	Jersey City, NJ 073 11
	 

	 	 	 	Attention: Ken Dowell
	 

	 	 	 	Fax: 201-946-9176
	 

	 	 	 	with a copy to its General Counsel, Sherri Felt Dratfield
	 

	 	 	 	Fax: (212)489-9054
	 
	 

	 	If to VOCUS:
	 	VOCUS
	 

	 	 	 	4325 Forbes Blvd.
	 

	 	 	 	Lanham, MD 20706
	 

	 	 	 	Attention: Richard Rudman
	 

	 	 	 	Fax: 301-459-2827





All notices shall be
effective upon receipt. Either party may from time to time change its
contact person or its address as set forth above by notifying the other party of such new
information in writing.




     d) No Waiver. No forbearance by either party in enforcing any of the provisions of
this Agreement and no course of dealing between the parties shall
operate to prejudice either party’s rights
to enforce such provisions or operate as a waiver of any of either party’s rights hereunder.



     e) Applicable Laws. This Agreement shall be subject to all applicable present and
future federal, state and local laws and regulations of the Federal Communications Commission and any other
federal or state agency. Neither party shall be liable to the other for any failure to perform its obligations
hereunder, except for payment of charges already owing, which results directly from such laws or regulations.



     f) Governing Law, Jurisdiction, Venue. This Agreement and any actions arising out
of this Agreement, its terms and the enforcement thereof shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles of conflict of laws. Any action brought
in connection with this Agreement, its terms or the enforcement thereof shall be brought solely in the Federal or
State courts located in the County of New York and each party consents to the personal jurisdiction and venue
therein.



     g) Assignment. Neither party may assign this Agreement, in whole or in part, without
the other party’s prior written consent, except that either party may assign this Agreement without the
other party’s consent in the case of a merger, reorganization,
acquisition, consolidation, or sale of all, or
substantially all, of the assets of the business operations related to the License granted hereunder. Any attempt to assign
this Agreement other than as permitted herein will be null and of no effect. Without limiting the foregoing, this
Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
Notwithstanding the foregoing, in the event either party transfers any interest, by merger, consolidation, acquisition or
otherwise, to any entity who is engaged in business activities that are competitive with the other party or its
services, such other party shall have the right to terminate this Agreement immediately.



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     h) No Prior Agreements. The provisions hereof, including the attachments, and any
written supplemental agreements hereto signed as of the date hereof constitute the entire
agreement between the parties relating to the transactions contemplated herein and supersede and
nullify and makes of no further effect of any kind all prior discussions or understandings with
respect thereto. No oral modifications or addition hereto shall be binding. Neither party shall be
bound by any condition, definition, warranty or representation other than as expressly provided
for in this Agreement or as may be duly set forth in a writing signed by an authorized officer of
the party hereto which is to be bound thereby.



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



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



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


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by an
authorized officer as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vocus, Inc.	 	 	 	PR Newswire Association LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard Rudman
	 	 	 	By:
	 	/s/ Ken Dowell	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Richard Rudman
	 	 	 	Name:
	 	Ken Dowell	 	 	 	 	 	 
	Title:

	 	President & CEO
	 	 	 	Title:
	 	Managing Director-Targeting	 	 	 	 	 	 






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DRAFT



EXHIBIT A



PR Newswire Marks



PR NEWSWIRE

















 









EXHIBIT B




See attached




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VIA FACSIMILE & AIRBORNE EXPRESS



December 22, 2004



Vocus, Inc.

4325 Forbes Blvd.

Lanham, MD 20706



Attention: Richard Rudman



	 	 	 
	RE:

	 	License Agreement dated August 1, 2003 between PR Newswire
Association LLC (“PRN”) and Vocus, Inc. (“Vocus”) (the “Agreement”)






Dear Richard:



This letter is an agreement, effective as of December 22, 2004 (the “First Amendment”), to amend
the Agreement, as follows:



Section 2 of the Agreement is hereby amended by adding the following provision at the end of such
section;





“c)
United States Media Data. PR Newswire hereby grants to Vocus a non-exclusive,
perpetual, worldwide, non-transferable (subject to Section 15(g) herein), irrevocable
license to use, for any purpose in Vocus’ full discretion, a copy of PR Newswire’s United
States media data in existence on the date the media data is delivered to Vocus, which
shall in no event be later than January 10, 2005 (“December 2004 Snapshot Media Data”), for
$250,000.00 payable upon receipt of an invoice delivered from PR Newswire to Vocus.
“December 2004 Snapshot Media Data” shall mean the journalist contact and media outlet
information from the United States owned by PR Newswire and licensed to Vocus under the
terms of this First Amendment and the Agreement. Journalist contact information includes
name, postal address, job title, outlet, phone number, fax number, email address, delivery
preference, role, working language and coverage subjects. “Outlet” information includes
name, postal address, phone number, fax number, email address. Web site URL, outlet type,
frequency, news focus, coverage subjects, working language and
circulation/audience.
December 2004 Snapshot Media Data expressly excludes any and all data that PR Newswire
licenses or obtains from any third party, including data of the Bulldog Reporter and ad
rates. Vocus shall retain all rights in and to any works or derivative works created using
the December 2004 Snapshot Media Data, including but not limited to any products, services,
databases or documents, and PR Newswire shall not acquire any rights in or to such works.”


For the purposes of
Sections 9, 10, 11 and 13 only of the Agreement, the term “Global Media Data”
shall include December 2004 Snapshot Media Data.




 









 








Vocus, Inc.

First Amendment

December 22, 2004

p.2


As amended hereby, the
Agreement shall remain in full force and effect. If there is any conflict between the provisions of the Agreement and the provisions of this First Amendment, the
provisions of this First Amendment shall prevail.



Please acknowledge your agreement to the terms and conditions of this First Amendment by signing
the duplicate originals. Please return one original to me and keep one original for your files.




Sincerely,




	 	 
	/s/ Ken Dewell
	 
	 	 









Agreed to and Accepted:




Vocus, Inc.




	 	 	 	 	 
	By:

	 	/s/ Stephen Vintz

	 	 
	 

	 	 	 	 
	Name:

	 	Stephen Vintz	 	 
	Title:

	 	CFO	 	 
	Date:

	 	[ILLEGIBLE]