exv10w20



 






MOREOVER TECHNOLOGIES

DEVELOPMENT AND SUPPORT LICENSE AGREEMENT




     This Development and Support License Agreement (the “Agreement”) is entered into as of
July 30, 2004 (“Effective Date”) by and between Moreover Technologies, Inc, (“Moreover”), a
Delaware corporation with offices at 330 Pine Street, San Francisco, California 94104, and Vocus,
Inc, (“Customer”), a Delaware corporation with its principal place of business at 4296 Forbes
Boulevard, Lanham, Maryland 20706.




	1.	 	Definitions






	 	1.1.	 	“CI -Metabase” means an aggregation of online content and Moreover-generated
metadata rendered in an XML format.
	 
	 	1.2.	 	“Integrated Product” means the CI-Metabase integrated with Customer’s software
product as described in Exhibit A.






	2.	 	Software License and Use






	 	2.1.	 	License. Moreover hereby grants to Customer a non-exclusive,
non-transferable
license to use the CI-Metabase for the purposes of developing and demonstrating
the Integrated Product, only in accordance with the terms of this Agreement.
Customer shall not modify or create any derivative work of the CI-Metabase other
than to combine it with Customer’s software products to create the Integrated
Product.
	 
	 	2.2.	 	Limitations. Customer may not decompile or reverse engineer the CI-Metabase
except to the extent that such activities may not be prohibited under applicable
law. Customer may not remove or alter any proprietary notices, labels or marks
placed on or in the CI-Metabase, and shall reproduce all such notices, labels and
marks on any copy made by Customer. Customer shall make no distribution of
the CI-Metabase to a third party, either as a stand-alone product or as Included in
the Integrated Products. Both parties understand and agree that the distribution
limitations set forth in this section can be superceded by the execution of a
MOREOVER TECHNOLOGIES OEM AGREEMENT or a MOREOVER TECHNOLOGIES
RESELLER AGREEMENT
	 
	 	2.3.	 	Title. Customer acknowledges and agrees that it is not the owner of the CI-Metabase, and that all right, title and Interest in and to the CI-Metabase, and all
intellectual property rights therein, shall remain the property of Moreover or its
licensors, subject to the express license granted to Customer under this Section
2. Moreover hereby reserves all rights not explicitly granted herein.






	3.	 	License Fee and Moreover Support






	 	3.1.	 	Fee. On the Effective Date and the first and second anniversaries of the
Effective
Date, Customer shall pay to Moreover the amount of US$10,000 to the account
designated by Moreover.
	 
	 	3.2.	 	Technical Contacts. Both parties shall designate persons as their respective
primary technical contacts (“Technical Contacts”). The Technical Contacts will
serve as the points of contact between Customer and Moreover during the normal





	 	 	 	 	 
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	 	 	 	business hours of the respective parties for all matters of a technical nature
related to this Agreement. Upon notice, either party may designate different persons
as Technical Contacts.
	 
	 	3.3.	 	Additional Technical Assistance. Moreover shall answer questions
from Customer in a reasonably prompt manner regarding the use and operation of the
CI-Metabase and provide to Customer reasonable ongoing technical assistance regarding
the CI-Metabase to assist Customer to develop the Integrated Product, with such
assistance to be at a level and of a quality at least consistent with industry
standards.






	4.	 	Term and Termination






	 	4.1.	 	Termination. This Agreement shall be co-terminus with the Reseller
Agreement.
	 
	 	4.2.	 	Termination for Breach. If either party materially breaches any of Its
obligations
and falls to remedy the breach within 10 days after notice thereof by the other
party, then the other party may terminate this Agreement at the end of that 10-day period. No refunds will be made to the party that has breached by the other
party.
	 
	 	4.3.	 	Effect of Termination or Expiration. Upon termination (other than for breach by
Moreover), Customer shall cease use of the CI-Metabase and at Moreover’s option
destroy or return to Moreover all Confidential Information or copies of
Confidential Information, including but not limited to the CI-Metabase and all
copies thereof. The following provisions survive termination or expiration of this
Agreement: Sections 2.3 (Title), 4 (Term and Termination), 6 (Warranty and
Disclaimer), 7 (Indemnification and Limitation of Liability) and 8 (General
Provisions).
	 
	 	4.4. 	 	 








	5.	 	Private Labeling. Moreover will not disclose to third parties that it is affiliated with
Reseller in the relationship set forth herein.
	 
	6.	 	Warranty and Disclaimer. Customer understands that the CI-Metabase may contain
design errors and other defects, and that there is no guarantee that such errors and
other defects will be corrected. Further, Customer understands that errors may occur as
a result of efforts to integrate the CI-Metabase with other software products. FOR THE
FOREGOING REASONS, EXCEPT AS OTHERWISE PROVIDED HEREIN, THE CI-METABASE
AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED “AS IS.” MOREOVER AND
ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING, MOREOVER EXPRESSLY
REPRESENTS AND WARRANTS THAT NEITHER THE CI-METABASE NOR THE INTEGRATED
PRODUCT (TO THE EXTENT THAT THE INTEGRATED PRODUCT: (a) INCORPORATES ALL
OR PART OF THE CI-METABASE, AND/OR (b) PROVIDES OR REPRODUCES IN WHOLE OR
IN PART ANY CONTENT OF ANY KIND OWNED OR LICENSED BY ANY THIRD PARTY)
INFRINGES ANY COPYRIGHT OR ANY OTHER INTELLECTUAL PROPERTY OR PROPRIETARY
RIGHTS OF ANY THIRD PARTY.






	 	 	 	 	 
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	7.	 	Indemnification and Limitation of Liability. Moreover agrees to indemnify, defend
and hold harmless Customer from and against any and all damages, costs, and expenses
of any kind (including without limitation reasonable attorneys’ fees) resulting from,
arising out of or relating to any claim, suit, action, proceeding resulting from, arising
out
of or relating to any allegation that the use of the CI-Metabase and/or the Integrated
Product infringes any copyright, patent, or other intellectual property or proprietary right
of any third party where Customer’s software product alone would not have given rise to
such a claim. EXCLUSIVE OF THE FOREGOING INDEMNIFICATION OBLIGATION, THE
TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT,
WHETHER FOR BREACH OF CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED
US$10,000 IN THE FIRST YEAR OF THE AGREEMENT, US$20,000 IN THE SECOND YEAR
OF THE AGREEMENT, AND US$30,000 IN THE THIRD YEAR OF THE AGREEMENT.
EXCLUSIVE OF MOREOVER’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL
EITHER PARTY BE LIABLE FOR LOSS OF DATA, LOST PROFITS, COST OF COVER OR
OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, REGARDLESS
OF THE CAUSE OR THE THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF A
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
	 
	8.	 	General Provisions






	 	8.1.	 	Independent Contractors. The parties hereto are independent contractors,
and
neither party is an employee, agent, partner or joint venturer of the other.
	 
	 	8.2.	 	Governing Law and Jurisdiction. The validity, construction and performance of
this Agreement shall be governed by and construed in accordance with the laws
of the State of California. All disputes arising out of this Agreement shall be
subject to the exclusive jurisdiction of the state courts in San Francisco, California
and federal courts in the Northern District of California, and the parties agree and
submit to the personal and exclusive jurisdiction and venue of these
courts.
	 
	 	8.3.	 	Notices. Any notice required or permitted by this Agreement will be in writing
and will be sent by prepaid, registered or certified mall, return receipt requested,
addressed to the other party at the address shown at the beginning of this
Agreement or at such other address for which such party gives notice hereunder.
Such notice will be deemed to have been given when delivered or, if delivery is
not accomplished by some fault of the addressee, when tendered.
	 
	 	8.4.	 	Export Restrictions. The CI-Metabase may be subject to export controls under
the U.S. Export Administration Regulations and other U.S. laws. Customer
agrees to comply with all legal requirements established under these controls, to
cooperate fully with Moreover in any audit relating to these controls, and to not
export, re-export, divert, transfer or disclose, directly or indirectly (“Export”), the
CI-Metabase to any country or any national or resident thereof that the U.S.
government determines is a country or end user to which such Export is
restricted without obtaining the prior written authorization of Moreover and the
applicable U.S. government agency.
	 
	 	8.5.	 	Force Majeure. Nonperformance of either party will be excused to the extent that
performance is rendered Impossible by strike, fire, flood, governmental acts or
orders or restrictions, failure of suppliers, or any other reason where failure to
perform is beyond the control and not caused by the negligence of the
non-performing party.





	 	 	 	 	 
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	 	8.6.	 	Assignment and Binding Effect. Neither party shall assign any of
its rights,
obligations, or privileges (by operation of law or otherwise) hereunder without the
prior written consent of the other party, provided that either party may assign its
rights under the Agreement, with written notice to the other party, to an affiliate
under common control with the assigning party, or in the event of merger,
reorganization or acquisition of all or substantially all of its assets. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Any attempted assignment in
violation of this section shall be void. In any case, any permitted assignee shall
expressly agree in writing to be bound by all of the terms and conditions of this
Agreement and a permitted assignment shall not release the assignor from its
obligations under this Agreement.
	 
	 	8.7.	 	Partial Invalidity. If any provision of this Agreement is held to be invalid by a
court of competent jurisdiction, then the remaining provisions will nevertheless
remain in full force and effect. The parties agree to renegotiate in good faith any
term held invalid and to be bound by the mutually agreed substitute provision.
	 
	 	8.8.	 	No Waiver. The failure of either party to enforce at any time any of the
provisions of the Agreement, or the failure to require at any time performance by
the other party of any of the provisions of this Agreement, will in no way be
construed to be a present or future waiver of such provisions, nor in any way
affect the validity of either party to enforce each and every such provision
thereafter.
	 
	 	8.9.	 	Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof and merges all
prior discussion between them. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective
unless set forth in writing signed by officers of both parties hereto.
	 
	 	8.10.	 	Counterparts. This Agreement may be executed in two or more counterparts,
each of which will be deemed an original and all of which together will constitute
one instrument.





     IN WITNESS WHEREOF, duly authorized representatives of the parties have executed
this Agreement as of the date first set forth above.



	 	 	 	 	 	 	 	 	 
	MOREOVER TECHNOLOGIES, INC.	 	 	 	VOCUS, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ James Pitkow
	 	 	 	By:
	 	/s/ Steve Vintz
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name/Title: James Pitkow, CEO	 	 	 	Name/Title: Steve Vintz, CFO






	 	 	 	 	 
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Exhibit A 




Integrated Product Description



Vocus on-demand software is a suite of products that provide media, government and grassroots
contact management; electronic message distribution, news monitoring, reporting and analytics;
document management; legislation tracking; online newsrooms and advocacy sites; and other functions
for the management of public relations and government relations.



The Moreover CI-Metabase is a database of aggregated real-time news, business information and
current awareness. Content is continually harvested from thousands of online sources, reviewed and
ranked for quality by an editorial staff. Articles are categorized by topic and enriched with
descriptive metadata fields. The CI-Metabase is available to Reseller via an API that can be
accessed up to every five minutes. An updated list of Moreover source sites can be found at the
following URL using the username “guest” and the password “gazzub8”; http://w. moreover.
com/categories/prof_source_list/ index.html




	 	 	 	 	 
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