exv10w21



 











MOREOVER TECHNOLOGIES

RESELLER AGREEMENT



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



1. Definitions.



1.1 “CI-Metabase” means an aggregation of online
content and Moreover-generated metadata rendered in
an XML format. Please see Exhibit D attached hereto
for a description of the CI-Metabase XML schema.



1.2 “Confidential Information” shall have the meaning
specified therefore in Section 11.1 below.



1.3 “End User” shall mean a customer of Reseller who
has access to the CI-Metabase through the Integrated
Product.



1.4 “Integrated Product” shall mean the CI-Metabase
integrated with Reseller’s software product as
described in Exhibit A.



1.5 “Update” to the CI-Metabase shall mean any
correction, update, upgrade or other modification or
addition thereto provided by Moreover to Reseller that
Moreover generally makes available to its customers.



2. License Grant.



2.1 Appointment. Moreover hereby appoints Reseller,
and Reseller hereby accepts the nonexclusive and
nontransferable appointment, as Moreover’s reseller of
the CI-Metabase. For avoidance of doubt, Reseller
may only make access to the CI-Metabase available to
End Users via the Integrated Product.



2.2 No Other Rights. Except as expressly provided
herein, no right, title or interest is granted by
Moreover to Reseller. Moreover may distribute the CI-Metabase, either directly or indirectly, for any and all
uses, and no right, title or Interest is granted by
Moreover to Reseller relating to products other than
the CI-Metabase. Nothing in this Agreement will
prevent Moreover from using the CI-Metabase or
intellectual property therein to make, have made,
develop, sell, license, distribute and/or market
products other than the CI-Metabase.



2.3 Both parties acknowledge and agree that the terms
set forth in this Section 2 (License Grant) supercede
any inconsistent distribution limitations set forth in
Section 2.2 (Limitations) of an executed MOREOVER
TECHNOLOGIES DEVELOPMENT AND SUPPORT
LICENSE AGREEMENT (“Development Agreement”).
Otherwise the terms of the Development Agreement,
including, without limitation, any restrictions on
reverse engineering, decompilation, or removal of any
proprietary notices, labels, trademarks, trade names
or service marks, shall remain in effect, with the terms
of this Agreement controlling in the event of any
conflict or inconsistency with the Development Agreement.



2.4 End User_Licensing. The term of service for the
Integrated Product for an End User shall be for a
period of one (1) year from the date that Reseller
enters into an agreement (or, if applicable, a renewal
or extension of an agreement, or such shorter period
as may agreed with an End User, with applicable fees
to be prorated for such shorter period) with an End
User for the Integrated Product.



2.5 End User Identification. Moreover and Reseller will
work together jointly to determine and implement a
technical solution to allow Moreover’s system to
recognize End Users as clients of Reseller.



3. Use of Moreover Trademarks.



3.1 Use.




     (a) By
Reseller. Reseller will market the CI-Metabase solely under its own trademarks, trade
names, service marks, service names and logos
(“Marks”) and shall not identify Moreover as the source
of the CI-Metabase.



     (b) By Moreover. During the term of this
Agreement, Moreover will not disclose to third parties
that it is affiliated with Reseller in the relationship set
forth herein.



     (c) Ownership. Neither party will have any right,
title or interest in the other party’s Marks. At no time
during or after the term of this Agreement will either
party challenge or assist others to challenge the other
party’s Marks or the registration thereof or attempt to
register any trademarks, marks or trade names
confusingly similar to the other party’s Marks.


3.2 Protection. Each party will do all things reasonably
requested by the other party (at the sole expense of
the requesting party) to protect such other party’s
intellectual property rights as those reasonably relate
to the terms of this Agreement, including without
limitation copyrights, patent rights, trademark and
trade secrets.



4. Fees.



4.1 Calculation. Fees payable to Moreover shall be in
accordance with Exhibit B.



4.2 Payments. All payments shall be due within thirty
(30) days after close of every contract quarter. All
payments shall be accompanied by a report, in English
and in reasonable detail as may be specified by
Moreover, showing the basis for the payment. The
reports shall include, without limitation, the number of
End Users and the number of concurrent, individual
users licensed by Reseller at End User to access the




	 	 	 
	Moreover Confidential

	 	 






 









 





Integrated Product. Reseller shall pay to Moreover interest on overdue payments at a rate of 1.5%
per month, or, if lower, the maximum rate permitted by law.



4.3 Records; Audit
Rights. Reseller shall maintain complete and accurate books and records with
respect to copies and distribution of the CI-Metabase via the Integrated Product or otherwise
pertaining to the payment of fees hereunder until at least five (5) years after Reseller’s report
and payment to Moreover. Moreover shall at any time, (but no more than once during any one-year
period during the term of this Agreement) on at least thirty (30) days’ prior notice to Reseller,
be entitled to retain an accounting firm to audit the books and records of Reseller pertaining to
the payment of fees to Moreover hereunder, for the sole purpose of confirming the accuracy of such
payments. Any such audit shall be performed at Moreover’s expense during normal business hours
and, at Reseller’s option, subject to the accounting firm’s agreement to comply with
confidentiality obligations substantially equivalent to those in Section 11 below. The accounting
firm shall not, however, be prohibited from reporting to Moreover the results of the audit,
provided that under no circumstances shall such report include the names, contact information, or
other extraneous identifying characteristics of any End User of Reseller. Further, the scope of
such disclosure shall be strictly limited to information reasonably necessary to clarify or
resolve a dispute between the parties regarding the number of Concurrent Licensees per End Users
or Additional Source Websites and the resulting fees payable to Moreover. If such audit reveals an
underpayment of 5% or more of the amount that should have been paid to Moreover for the period
audited, then Reseller shall bear the expense of the audit. In the event of any underpayment of
royalties, Reseller shall promptly remit to Moreover all amounts due.



4.4 Taxes. All payments to Moreover hereunder shall be net of all sales, use or other taxes that
may be imposed upon such payments (except taxes owed based on Moreover’s net income).



4.5 Royalties Not Based On Revenue. For the avoidance of doubt, the parties acknowledge
that fees payable to Moreover pursuant to Exhibit B are based solely on the number Concurrent
Licensees per End User, and any Additional Source Websites added pursuant to the parties’
agreement. No payments of any kind shall be due to Moreover based on revenues received by Reseller
or its End Users.




5. Support and Maintenance.



5.1 Responsibilities. Moreover will be responsible to Reseller for support and maintenance of
the CI-Metabase, as well as second-tier support to be provided to designated Reseller contact
people for End User issues not resolved via the first-tier support provided by Reseller directly to
End Users. Moreover agrees to provide reasonable second-tier End User support during its normal
business hours, with such support to be at a level and of a quality at least consistent with industry standards.



5.2 Personnel. Reseller will maintain technical and sales personnel to enable Reseller to
to provide reasonable first-tier End-User support during Reseller’s normal business hours and be
at a level and of a quality at least consistent with industry standards, subject to Moreover’s
satisfactory fulfillment of its second-tier support obligations.




6. Term and Termination.



6.1 Term. This Agreement shall continue for a period
of three (3) years unless earlier terminated as set forth
herein.



6.2 Default.




     (a) If either party defaults in the performance of
any of its material obligations hereunder and if any
such default is not corrected within thirty (30) days
after it shall have been called to the attention of the
defaulting party, in writing, by the other party, then
the other party, at its option, may, in addition to any
other remedies it may have, thereupon terminate this
Agreement by giving written notice of termination to
the other party.



     (b) In the event of default by Reseller for reason of
nonpayment only, in addition to Moreover’s right to
terminate this Agreement Moreover shall be entitled,
on written notice to Reseller, to require that Reseller
immediately cease all use and distribution of the CI-Metabase until this default has been fully cured,



     (c) Injunctive Relief. In view of the liability
limitations set forth in Section 10 herein, and the time-sensitive nature of the business activities
contemplated herein, the parties recognize that no
remedy at law for damages may be adequate to
compensate the injury to the other party as a result of
a breach of the provisions of this Agreement and,
therefore, each party agrees that the other party shall
be entitled to seek temporary and permanent
injunctive and equitable relief against the breaching
party. Such relief shall not limit any other remedies,
including a suit for money damages, that either party
may have as a result of the other party’s breach.


6.3 Bankruptcy. This Agreement may be terminated by
either party, on notice, (i) upon the institution by the
other party of insolvency, receivership or bankruptcy
proceedings or any other proceedings for the
settlement of its debts, (ii) upon the institution of such
proceedings against the other party, which are not
dismissed or otherwise resolved in its favor within sixty
(60) days thereafter, (iii) upon the other party’s
making a general assignment for the benefit of
creditors, or (iv) upon the other party’s dissolution or
ceasing to conduct business in the normal course.



6.4 Assignment to a Competitor. If Reller assigns this
Agreement pursuant to Section 12.8 to a competitor of
Moreover, Moreover shall have the right to terminate
this Agreement upon thirty (30) days’ written notice.
For the purposes of this Agreement, a “competitor” of




	 	 	 
	Moreover Confidential

	 	2






 









 





Moreover means: Factiva, Reid-Elsevier and related companies, Thomson Corporation and
related companies, YellowBrix. Moreover may reasonably update the list of competitors by providing
written notice thereof to Reseller.




6.5 Survival.




     (a) Except as otherwise set forth herein, the
parties rights and obligations pursuant to Sections 1,
2.4, 4, 6.5, 7.2, 8, 9, 10, 11 and 12 shall survive any
termination or expiration of this Agreement.



     (b) If this Agreement is terminated or expires,
then all of Reseller’s rights and licenses with respect to
the CI-Metabase shall terminate. All rights granted to
End Users shall continue for one (1) year from the date
when Reseller entered into an agreement, or a renewal
or extension of an agreement, or such shorter period
as may agreed with an End User for the Integrated
Product, and Moreover shall continue to provide
necessary support in connection with such End Users,
provided that Reseller shall continue to pay all
necessary payments under Exhibit B. All copies of the
CI-Metabase and related documentation in Reseller’s
possession shall be, at Moreover’s option, promptly
returned to Moreover or destroyed, and in the event of
destruction, Reseller shall confirm such destruction in
writing.



7. Warranties.



7.1 Warranties by both
parties. Each party (the
“first party”) to this Agreement represents, warrants
and undertakes to the other party that: (i) it has the
full corporate right, power and authority to enter into
this Agreement and to perform its obligations
hereunder; (ii) the execution of this Agreement by
such party, and the performance by such party of its
obligations and duties hereunder, do not and will not
violate any agreement to which such party is a party
or by which it is otherwise bound; and (iii) when
executed and delivered by such party, this Agreement
will constitute the legal, valid and binding obligation
of such party, enforceable against such party in
accordance with its terms.



7.2 Warranty by
Moreover. Moreover represents,
warrants and undertakes that the technologies
developed by or licensed to Moreover and
incorporated in the CI-Metabase shall not infringe the
Intellectual Property Rights of any third party
(provided that, for the avoidance of doubt, the
foregoing warranty shall not apply in respect of any
unauthorized alteration made by Customer to such
technologies). In the event of breach of the foregoing
warranty, Reseller’s sole remedy, and Moreover’s sole
liability, will be indemnification of Reseller by
Moreover pursuant to Section 8.



8. Infringement
Indemnity.



Indemnity. Moreover, at its expense, will defend, indemnify, and hold harmless Reseller from
and against any and all damages, claims, costs, and expenses of any kind (including without
limitation reasonable attorneys’ fees) resulting from, arising out of or relating to any claim, suit, action, or legal proceeding of any kind alleging that the
use of the CI-Metabase, as supplied by Moreover and used as contemplated herein, infringes any
copyright, patent, or other intellectual property or proprietary right of any third party. In the
event of such claim, suit, action or proceeding, Reseller shall notify Moreover in writing within a
reasonable time of becoming aware of such claim or action, and shall provide reasonable assistance
upon Moreover’s request, at Moreover’s sole expense. Moreover shall be entitled to assume control
of the defense or settlement of such action, suit, claim or demand, provided that (i) Reseller
shall be entitled to participate in the defense of such matter and to employ counsel of its own
choosing and at its own expense to assist in the handling of such matter, and (ii) Moreover shall
obtain the prior written approval of Reseller before entering into any settlement of such matter or
ceasing to defend against such matter only to the extent Reseller’s rights may be detrimentally
affected. Moreover shall have no liability if the alleged infringement is caused by any
unauthorized modification or combination of the CI-Metabase with other products (including, without
limitation, the Integrated Product), where the CI-Metabase alone would not have given rise to the
claim.



8.1 Moreover Options. In the event of an infringement
action against Reseller with respect to the CI-Metabase, or in the event Moreover believes such a
claim is likely, Moreover shall be entitled, at its option
but without obligation, to (i) appropriately modify the
CI-Metabase licensed hereunder to make it non-infringing;
(ii) obtain a license with respect to the
applicable third party intellectual property rights; or
(iii) if neither (i) nor (ii) is commercially practicable,
terminate this Agreement and Reseller’s licenses
hereunder, and refund to Reseller prorata fees paid to
Moreover as calculated based on a three (3) year
period. For the avoidance of doubt, none of the
foregoing shall be construed as limiting in any way
Moreover’s indemnification obligations as set forth in
Section 8 herein.



8.2 This Section 8 sets for Moreover’s entire liability
for any third party claim of intellectual property
infringement.



9. Warranty Disclaimer.



EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, MOREOVER PROVIDES NO WARRANTY, EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE, WITH RESPECT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH RESPECT TO
THE CI-METABASE, WHICH IS PROVIDED “AS IS”.



10. Limitation of Liability.



WITH THE EXCEPTION OF EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 OR
12.3, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED $50,000 IN
THE FIRST YEAR OF THE




	 	 	 
	Moreover Confidential

	 	3






 









 





AGREEMENT, $100,000 IN THE SECOND YEAR OF THE AGREEMENT AND $150,000 IN THE THIRD YEAR OF THE
AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
WITH THE EXCEPTION OF EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 OR 12.3,
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL,
INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF
THIS AGREEMENT, EVEN IF WARNED OF THE POSSIBILITY OF SUCH DAMAGES. RESELLER ACKNOWLEDGES AND
AGREES THAT THE PRICE TO RESELLER IS BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREES THAT
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.




11. Confidentiality.



11.1 Confidential Information. As used in this
Agreement, the term “Confidential Information” shall
mean any information disclosed by one party to the
other pursuant to this Agreement which is in written,
graphic, machine readable or other tangible form and
is marked “Confidential”, “Proprietary” or in some
other manner to indicate its confidential nature.
Confidential Information may also include oral information disclosed by one party to the other
pursuant to this Agreement, provided that such
information is designated as confidential at the time of
disclosure and is reduced to writing by the disclosing
party within a reasonable time (not to exceed thirty
(30) days) after its oral disclosure, and such writing is
marked in a manner to indicate its confidential nature
and delivered to the receiving party.



11.2 Confidentiality. Each party shall treat as
confidential all Confidential Information of the other
party, shall not disclose such Confidential Information
to any third party or use such Confidential Information
except as set forth herein. Without limiting the
foregoing, each of the parties shall use at least the
same degree of care which it uses to prevent the
disclosure of its own confidential information of like
importance to prevent the disclosure of Confidential
Information disclosed to it by the other party under
this Agreement. Each party shall promptly notify the
other party of any actual or suspected misuse or
unauthorized disclosure of the other party’s
Confidential Information.



11.3 Exceptions. Notwithstanding the above,
neither party shall have liability to the other with
regard to any Confidential Information of the other
which the receiving party can prove: (i) was in the
public domain at the time it was disclosed or has
become in the public domain through no fault of the
receiving party; (ii) was known to the receiving party,
without restriction, at the time of disclosure, as
demonstrated by files in existence at the time of
disclosure; (iii) is disclosed with the prior written approval of the disclosing party; (iv) was
independently developed by the receiving party
without any use of the Confidential Information; (v) becomes known to the receiving party,
without restriction, from a source other than the disclosing party without breach of this
Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights;
or (vi) is disclosed generally to third parties by the disclosing party without restrictions
similar to those contained in this Agreement. In addition, the receiving party shall be entitled
to disclose the other party’s Confidential Information to the extent such disclosure is required
by order or requirement of a court, administrative agency, or other governmental body, provided,
however, that the receiving party shall provide prompt notice thereof to the disclosing party to
enable the disclosing party to seek a protective order or otherwise prevent or restrict such
disclosure.



12. General.



12.1 Governing Law. This Agreement shall be
governed by and interpreted in accordance with the
laws of the State of California, without reference to its
conflict of laws principles.



12.2 Forum Selection. 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.



12.3 Indemnification of Moreover. Except for
intellectual property infringement claims with respect
to the CI-Metabase, Reseller agrees to indemnify and
hold Moreover harmless against any liability, or any
litigation cost or expense (including attorneys’ fees),
arising out of third party claims against Moreover as a
result of Reseller’s use or distribution of the CI-Metabase.



12.4 Partial Invalidity. If any provision in this
Agreement shall be found or be held to be invalid or
unenforceable in any jurisdiction in which this
Agreement is being performed, then the meaning of
said provision shall be construed, to the extent
feasible, so as to render the provision enforceable, and
if no feasible interpretation would save such provision,
it shall be severed from the remainder of this
Agreement, which shall remain in full force and effect.
In such event, the parties shall negotiate, in good
faith, a substitute, valid and enforceable provision that
most nearly effects the parties’ intent in entering into
this Agreement.



12.5 Independent Contractors. The parties hereto
are independent contractors. Nothing contained herein
or done in pursuance of this Agreement shall constitute
either party the agent of the other party for any
purpose or in any sense whatsoever, or constitute the
parties as partners or joint venturers. Reseller shall
make no representations or warranties on behalf of
Moreover with respect to the CI-Metabase.




	 	 	 
	Moreover Confidential

	 	4






 









 





12.6 Modification. No alteration, amendment,
waiver, cancellation or any other change in any term
or condition of this Agreement shall be valid or binding
on either party unless the same shall have been
mutually assented to in writing by both parties.



12.7 Waiver. The failure of either party to enforce
at any time any of the provisions of this Agreement, or
the failure to require at any time performance by the
other party of any of the provisions of this Agreement,
shall in no way be construed to be a present or future
waiver of such provisions, nor in any way affect the
right of either party to enforce each and every such
provision thereafter. The express waiver by either
party of any provision, condition or requirement of this
Agreement shall not constitute a waiver of any future
obligation to comply with such provision, condition or
requirement.



12.8 Assignment. 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 the
Development Agreement, and a permitted assignment
shall not release the assignor from its obligations
under this Agreement and the Development
Agreement.



12.9 Notices. Any notice required or permitted to
be given by either party under this Agreement shall be
in writing and shall be personally delivered or sent by
commercial courier service (e.g., DHL), or by first class
mail (certified or registered), or by telecopy confirmed
by first class mail (registered or certified), to the other
party at its address first set forth above, or such new
address as may from time to time be supplied
hereunder by the parties hereto. If mailed, notices will
be deemed effective upon receipt.



12.10 Export Regulations. Reseller hereby
acknowledges that the CI-Metabase may subject to
United States export controls, pursuant to the U.S. Export Administration Regulations. Reseller
shall comply with all applicable provisions of the Export Administration Regulations, and shall not
export, reexport, transfer, divert or disclose, directly or indirectly, including via remote
access, the CI-Metabase, any confidential information contained or embodied in the CI-Metabase, or
any direct product thereof, except as authorized under the Export Administration Regulations.



12.11 Force Majeure. Notwithstanding anything else
in this Agreement, and except for the obligation to pay
money, no default, delay or failure to perform on the
part of either party shall be considered a breach of this
Agreement if such default, delay or failure to perform
is shown to be due to causes beyond reasonable
control of the party charged with a default, including,
but not limited to, causes such as strikes, lockouts or
other labor disputes, riots, civil disturbances, actions
or inactions of governmental authorities or suppliers,
epidemics, war, embargoes, severe weather, fire,
earthquakes, acts of God or the public enemy, nuclear
disasters, or default of a common carrier.



12.12 No Third Party Beneficiaries. Unless otherwise
expressly provided, no provisions of this Agreement
are intended or shall be construed to confer upon or
give to any person or entity other than Moreover and
Reseller any rights, remedies or other benefits under
or by reason of this Agreement.



12.13 Compliance with Laws. Reseller shall comply
with all laws and regulations applicable to its activities
under this Agreement.



12.14 Entire Agreement. The terms and conditions of
this Agreement, including all exhibits hereto, together
with the terms and conditions of the Development
Agreement, constitute the entire agreement between
the parties and supersede all previous agreements and
understandings, whether oral or written, between the
parties hereto with respect to the subject matter
hereof. The terms and conditions of the Agreement
shall automatically apply to each transaction between the parties contemplated by this Agreement
notwithstanding any additional or different terms and
conditions of any ordering document or other
instrument submitted by Reseller, which terms and
conditions shall be void and of no effect.




     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by duly
authorized officers or representatives as of the Effective Date.



	 	 	 
	MOREOVER TECHNOLOGIES, INC.

	 	VOCUS, INC.
	 
	 	 
	By: /s/ James Pitkow                    

	 	By: /s/ Stephen Vintz                    
	 
	 	 
	Print Name: James Pitkow, Ph.D.

	 	Print Name: Stephen Vintz
	 
	 	 
	Title: President & CEO

	 	Title: CFO






	 	 	 
	Moreover Confidential

	 	5






 









 






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



Moreover Confidential





 










 






EXHIBIT B




Fees




	 	 	 	 	 
	Concurrent Licensees per End User	 	Annual Fees due to Moreover (US Dollars)
	1
	 	$	500	 
	2
	 	$	1,500	 
	5
	 	$	2,500	 
	10
	 	$	3,500	 
	15+
	 	$	5,000	 







	 	•	 	Reseller will remit to Moreover at least US$10,000 per contract quarter during the term of the
Agreement.
	 
	 	•	 	Reseller will remit to Moreover or Moreover will credit Reseller, whichever is applicable, the total
annual fees per End User at the end of the contract quarter in which Reseller entered into an
agreement with End User for the Integrated Product.
	 
	 	•	 	Additional Sources: At Resellers request, Moreover will add up to 35 additional source websites per year for
the term of the Agreement at no additional cost to Reseller, Reseller may additionally
request that further source websites be added to the CI-Metabase. Source additions will be purchased in groups at
the following rates:






US$5,000 for 50 source additions




US$7,000 for 100 source additions
 



US$10,000 for 150 source additions
 


Moreover confidential





 









 








EXHIBIT C




Reseller Billing Contact Info




	 	 	 
	Company Name:

	 	Vocus, Inc.
	 
	 	 
	Billing Contact Name;

	 	Tim Bender
	 
	 	 
	Address:

	 	4296 Forbes Blvd,
	 
	 	 
	 

	 	Lanham, MD 20706
	 
	 	 
	Phone:

	 	301-459-2590
	 
	 	 
	Fax:

	 	301-459-2827
	 
	 	 
	Email:

	 	tbender@vocus.com
	 
	 	 
	Purchase Order (PO)

Number (if required):
	 	 
	 

	 	 





Moreover confidential




 









 








EXHIBIT D




CI-Metabase XML Schema



<moreovercontentdump>
is the main tag. It contains <article> tags, each of which has a
property ID consisting of a unique number, preceded by an underscore to accord with XML syntax on
ID numbers. Each article contains the following tags:



<description>
Contains <hitext_display>, <author>
and <content> tags. Data
within those tags is contained within ‘CDATA’ brackets, indicating to parsers it should not be
interpreted as XML, This is to allow articles with different charsets to be delivered in the same
metabase return, If required.



The description tag has two attributes, ‘charset’ and ‘language’: Charset specifies the character
set used for interpreting the data in the nested tags. For English and Western European languages
this will normally take the value “IS0-8859-1”.



<hitext_dlsplay> The headline text of the
news item.



<source> Name of the headline’s
source publication.



<author> States the name of the author of the article, as assigned by Moreover
categorization systems. Author names are only available for news items from source rank 1 sources
(see below). May be without value if no author was detected.



<content> The article content, only for internal use in
categorisation. 

<url> The URL that clicks through to the
specified story. 

<source> Name of the publisher.



<source_category> Describes the type of news or information of a source or subsection of a
source. There are 10 source categories:





	 	•	 	‘General’: News items from general news publications, e.g. Reuters, Asia Times Online, MSNBC.
	 
	 	•	 	‘Industry’: News items from designated industry, profession or technology focused sources,
e.g. Financial Review, McKinsey Quarterly, Oil and Gas Journal,
	 
	 	•	 	‘Consumer’: News items from consumer and magazine type publications, Includes consumer
sections of main publications. E.g. Salon, Los Angeles Times, Elle.
	 
	 	•	 	‘Reports’: Reports and long, in-depth type articles from selected publications, e.g.
The Brookings Institution, Financial Times reports, OECD.
	 
	 	•	 	‘Tutorials’: How-to type guides and features, e.g. About.com Web Design, myEZsale.com
	 
	 	•	 	‘USregional’: Regional and local US sources. Includes local news sections of main publications.
E.g. The Alaska Star, Modesto Bee.
	 
	 	•	 	‘UKregional’: Regional and local UK sources. Includes local news sections of main publications.
E.g. icNewscastle, Bath Chronicle.
	 
	 	•	 	‘Languages’: News items for non-English language sources, e.g, Die Zeit, CNN Japan, Le Monde.
	 
	 	•	 	‘Corporate’: Corporate website press release pages, e.g. McDonalds, Shell.





Moreover Confidential




 









 









	 	•	 	‘Press release’: Designated press release and wire sources or subsections, e.g.
Business Wire, Canada NewsWire.




<media_type> 
Specifies the media type, usually “text”, may state “pdf”.


<docurl> The domain URL of the source.


<harvest_time> Date and time at which the news item was harvested by Moreover.


<valid_time> Date after which the probability of the link no longer working (due to the
publisher having removed the article) exceeds our reliability threshold (currently 0.03). It is recommended that all
news items be purged from the client’s database at this time,


<access_registration> The URL for the subscription or registration page of the publisher, if
applicable.
It will contain no value otherwise.


<access_status> Takes the value “reg” if the site requires registration to view stories,
“sub” if the site requires subscription, or “prem” for a premium content site, where you are offered a free abstract
but are required to subscribe for access to the full article.


<duplicate_group> If a new article closely matches an existing article in the ci-metabase, It
will have a duplicate group value that is equal to the article ID of the first (oldest) article in the group.
This enables the original ‘seed’ article to be located in client-side copy of the ci-metabase, since it is
likely that the seed article was already retreived by the client before the seed article itself was
attributed the duplicate group value. Note that it is possible the original seed article is no longer in your copy of the
metabase, if it has passed its valid time and been purged in the interim. Articles that do not match any other
articles have no duplicate group value.


<rank> Contains <source_rank> and <web_rank> tags.

The source rank tag is a source-based tag indicating Moreover’s editorial ranking of the publisher.
There are five source ranks:





1:
High quality international general and business news sources, e.g. New York Times, Bloomberg,
The Economist.




2: Prominent news sources in their region, e.g. South China Morning Post, Scotsman Online, and
leading industry sector magazines and journals, e.g. MIT Technology Review, Pharmaceutical
Journal.




3: Covers a broad range of news sources of reasonable editorial quality. Includes the following
types of news sources:




- Industry specific news sources such as PC Magazine, World of Concrete




- Country specific news sources, e.g. New York Daily News, Canadian Press




- Government department press releases, e.g. US Treasury, 10 Downing Street




- International organizations, e.g. OECD, NATO




- Dedicated sports news sources, e.g. ESPN.com, Sports Network




4: Covers a broad range of news sources of intermediate and low editorial quality and sources
with a local focus. Includes the following types of news sources:




- Regional US news sources, e.g. Kansas City Star, Long Beach Herald




- Regional UK news sources, Falkirk Today, This is Bristol




- Corporate website press pages, e.g. Oracle, EasyJet




- Wire news services, e.g. Business Wire, PR Newswire via Yahoo




- Political party (affiliated) websites, e.g. The White House, The Labour Party




- About.com topic sites, e.g. About.com TV, About.com Golf




5: Covers non-news sources and data. Includes the following types of material:




- Data such as SEC filings




- Message boards, e.g. Raging Bull, StockSelector.com




- Jokes, e.g. Jokes.com




- Miscellaneous sources, such as train delays, e.g. tube.com


The web rank tag is a source-based tag indicating search engine popularity. Values run from 1 to
6, 1 being the most popular. May be without value.


<location> Contains <region>,
<country>, <state>, <zip_area> and
<zip_code> tags. These are source based tags indicating the location of the publisher.


For possible values of the region and country tags please refer to the ‘region/country’ source
list.




Moreover Confidential





 









 





The state, zip area and zip code tags only apply to US and UK regional and local
publications. The state tag indicates the state (US sources) or county (UK sources) of the
publisher. The zip area denotes the postal locale of the source as determined by its zip or post
code. The zip code tag states the zip code (US sources) or postal code (UK sources) of the location
of the source.



<cluster> Contains <channel> and <category> tags. These are topical categories
assigned to the story by Moreover categorization systems. Channel tags group categories tags by
topic. There are 16 different channels, for possible channel and category values please refer to
the category list in moreover manager. There are currently 381 possible category values, an item
may be tagged with more than one category, or none if the item did not match the editorial profile
of any of the categories. There are two different types of category:





1) General industry and news topic categories. These are broad, encompassing news categories, in
lower case and suffixed by ‘:general’, e.g. ‘financial: general’. There are 40 general
categories, for a list please refer to the general category list link in moreover manager.




2) Pre-built categories. There are 341 news categories, which are more specific than the
‘general’ categories and cover a diverse range of news topics. For a list of these categories please refer
to the pre-built category list link in moreover manager.


<keywords_public> Contains <keyword> tags.
 Each source or section of a source is tagged
with an appropriate industry sector or consumer keyword. Industry keywords are based on Standard &
Poor industry classifications. An item may be tagged with more than one keyword. If a source does
not fit into any keyword definition it is tagged with keyword Miscellaneous.




<keywords_code> Contains <code> tags. Articles tagged with industry based keywords
are also tagged with corresponding Standard & Poor numeric sector codes. May contain no tags
if an item’s keyword is non-industry based.




<stock_ticker> Contains <company>, <name> and <symbol> tags, assigned
to a news item by Moreover categorisation systems. Currently includes all listed companies on
NYSE, AMEX (including Emerging), and NASDAQ (including national market). May contain no tags
if a story is not related to a listed company or if the article does not fulfill Moreover’s
categorisation criteria. 

Example ci-metabase article




     <article
id=“_91396977”>

          <description charset=“ISO-8859-l” language=“English”>

                    <hltext_display>

                                        <![CDATA[ Shopping tags New technology will allow stores to track all your purchases ]]>

                    </hltext_display>

                    <author>Stephan Evans</author>

                    <content><![CDATA[New technology will allow stores to track everything we buy — in store or out.


 New technology will allow stores to track everything we buy — in
store or out. Purchases could be tracked out of store Remember the acronym, RFID:
you’ll hear a lot more about it. Radio Frequency Identification is a means of
identifying goods — or people — that will make the barcode look as dated as a brown
paper label on a piece of string. RFID is a chip, the size of a grain of sand, which
emits a radio signal. Each chip is unique so any item that’s tagged with it can then be
tracked individually, all the time and almost anywhere. Where barcodes only identify a
type of good, for example a particular brand of biscuits, RFID identifies every single
pack, each of which, in a warehouse or shop, can be tracked simultaneously. There’s no
doubt the technology is a dream for big retailers. Wal-Mart is beginning to Introduce
tags on its products Wal-Mart has told its hundred biggest suppliers that it wants them
to put RFID chips on their products by 2005. And when Wal-Mart tells its suppliers to
jump, they jump high and fast. Stolen goods can be tracked; stocks can be monitored
quickly; a sensor could be placed on shelves which would then register when goods
moved. It’s reckoned that the average store has 8% of its goods out-of-stock at any one
moment — so cutting that proportion means more goods sold and so higher profits. In the
clumsy jargon of the business, the chips give ‘Instant supply
 


Moreover Confidential




 









 









chain visibility’. But just as RFID is a retailer’s
dream, so it’s a libertarian’s
nightmare. Their fear is that chips on garments, say, could be used to track people: you buy a
suit in a store and everywhere the suit goes so does the chip, emitting its radio waves and
disclosing your location. Already, they talk of Big Brother and a ‘spy chip’ ]]>



                    </content>

</description>

<url>http://c.moreover.com/click/here.pl?z91396977&z=223245</url>

<source>BBC</source>

<source_category>General</source_category>

<media_type>text</media_type>

<docurl>http://news.bbc.co.uk</docurl>

<harvest_time>Sep 24 2003 9:30AM</harvest_time>

<valid_time>May 26 2004 9:30AM</valid_time>

<access_registration />

<access_status />

<duplicate_group />

<rank>

                    <source_rank>1</source_rank>

                    <web_rank>2</web_rank>

</rank>

<location>

                    <region>EUROPE</region>

                    <country> UNITED KINGDOM</country> 

                    <state />

                    <zip_area />

                    <zip_code />

</location

<cluster>

                    <channel name=“Business General”>

                                        <category>Marketing news</category>

                    <channel name=“Technology”>

                                        <category> Semiconductor industry news</category>

                    <channel name=“Industry”>

                                        <category>Retail sector news</category>

                    <channel name=“General”>

                                        <category>business: general</category>

                                        <category>advertising and marketing: general</category>

                    </channel>


</cluster> 

<keywords_public>

                    < keyword > Business</ keyword>

                    <keyword>InformationTechnology</keyword>

</keywords_public>

<keywords_code />

                    <keywords_code>SP45</keywords_code>

</keywords_code />

<stock_ticker>

                    <company>

                                        <name>Wal-Mart Stores Inc.</name>

                                        <symbol>WMT</symbol>

                    </company>

</stock_ticker>

</article>



Moreover Confidential



 









 





Examples of the location tag:



for source <source> Atlanta Journal And Constitution</source>



                    <location>

                         <region>AMERICAS</region>

                         <country>UNITED STATES</country>

                         <state>GEORGIA</state>

                         < zip_area> Atlanta </zip_area>

                         <zip_code>30303</zip_code>

                    </location>



for source <source
> Nottingham Evening Post</source>



                    <location>

                         <region>EUROPE</region>

                         <country>UNITED KINGDOM</country>

                         <state>Nottinghamshire</state>

                         <zip_area>Nottingham</zip_area>

                         <zip_code>NG1 7GU</zip_code>

                    </location>



Moreover Confidential