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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 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:




	 	•	 	Seven hundred (700) full-text periodicals selected from Gale’s “InfoTrac”
databases. The initial data load will include a back-file dating to January 1, 2002,
where available, for all publications. Updates to the data will be provided daily on
Gale business days (i.e., Tuesdays —Saturdays). With the
	 
	 	 	 	 





					
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	 	 	 	exception of any data deleted in accordance with the provisions set forth in
Section 2.A.iii and Sections 11.A and 11.B below, Vocus may retain all delivered data
for the full term of this Agreement and for any renewal terms.
	 
	 	•	 	If the Licensed Content ever falls below seven hundred (700) titles, Gale
will
work with Vocus to add new content to ensure that Gale is meeting its
obligations under this Agreement.
	 
	 	•	 	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 comprises third-party publications, from Gale Databases, that
Gale has the right to allow Vocus to distribute in the Services. Vocus and Gale acknowledge
that Gale has the right to change or modify the editorial content comprising the Licensed
Content from time to time, including the right to add and/or remove publications.




iv. The Licensed Content will be delivered
to Vocus according to the following schedule:




	 	•	 	Vocus will select Licensed Content within thirty (30) days of the signing of
this Agreement. Gale will review the selections within seven (7) business days
and respond to Vocus, noting any titles for which Gale has been unable to
obtain the required distribution rights. If necessary, Vocus will undertake a
second round of selections to ensure that at least seven hundred (700) titles
will appear in the Services at launch. Gale will make reasonable commercial
efforts to prepare and deliver back-file no later than thirty (30) days following
receipt of Vocus’s final selections. Thereafter, updates to the Licensed
Content will be delivered every Gale business day.






v. 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.




vi. 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








					
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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 Services that cannot measure and record usage at the User level; (ii) in
tangible media products, including but not limited to CD-ROM; and (iii) in Services
that allow the Customer to redistribute or re-use the Licensed Content 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.




E. Relationship. During the term of this Agreement, Vocus will not indirectly or
directly pursue or license from any copyright holder or third party the full-text
materials contained in the Licensed Content which have not as of the Effective Date
been contacted or licensed by Vocus from Gale unless Gale discontinues production of
such publications.


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 publications or articles
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.








					
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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
full-text materials 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. Related Material. Vocus acknowledges that other materials relating to the
Licensed Content that may be prepared by Gale, including, but not limited to,
Gale’s thesauri, vocabulary and indexing, product codes, event codes,
documentation, user manuals, promotional, and other materials, are and will
remain the sole and exclusive property of Gale or its third party providers. Vocus
may not use, re-purpose, re-distribute, or resell any of these materials in any way
except to support immediate access to the Licensed Content by Customers using
the Services, nor may Vocus distribute or sell any of these materials or integrate
such materials into any product offerings not described as part of the Services.




C. 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.




D. 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.


5. Copyright Notice, Branding and Links.





A. Copyright Notice. Vocus will display on every record accessed from the Licensed Content
(excluding title lists) the Gale copyright contained in the “CY” field of the record or
“Copyright (year) The Gale Group, Inc. All rights reserved,” and will display on any
display of text, or portion of the text thereof, the publisher








					
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copyright contained in the CP field of the record or “Copyright (year and name of
publisher”).




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 initial term of this Agreement will be for a period of one (1) year,
commencing on December 1, 2004, or the date on which the Licensed Content
becomes available in the Services, whichever is sooner (the “Launch Date”). This
Agreement will automatically renew for successive one (1) year periods until
terminated in writing by either party at least ninety (90) days prior to the
expiration date of the initial term or any renewal term of the Agreement.




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); (iii) upon sixty (60) days’ notice
to Vocus by Gale that Gale is discontinuing production and/or updating of a
database or significant portion of the Licensed Content governed by this
Agreement as long as such activities are not resumed by an Affialiate of Gale in
the three (3) months following the termination; or (iv) at any time if the Licensed
Content falls below seven hundred (700) titles and the parties are unable to add
new content so that the total number of available titles is at least seven hundred
(700) as set forth in Section 2.A.ii.




C. Actions Upon Termination. Upon termination of the Agreement for any
reason, (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 thai the parties may
continue to use pre-existing materials containing such 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.








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





A. Uses of the Licensed Content. Except as provided below and except for the
uses described in Section 2.C. [Internal Use] and Section 11. D [Access to
Services], for any use of the Licensed Content or the data included therein, Vocus will pay Gale the following license fees:





	 	•	 	For uses of the Licensed Content, a flat fee of Eighty-Four Thousand United
States dollars ($84,000.00) annually.






B. Payment Schedule. Vocus will distribute license fees due Gale quarterly, in
payments of Twenty-One Thousand United States dollars ($21,000.00) each,
according to the following schedule:




	 	•	 	Installment 1:25% of contract value due upon signing
	 
	 	•	 	Installment 2: 25% of contract value due within 3 months of the Launch Date
	 
	 	•	 	Installment 3: 25% of contract value due within 6 months of the Launch Date
	 
	 	•	 	Installment 4: 25% of contract value due within 9 months of the Launch Date






C. Renewal Payments. Should this Agreement renew, in accordance with 6.A.,
the annual flat fee shall be paid in quarterly installments of Twenty-One Thousand
United States dollars ($21,000.00) within 30 days of the close of each calendar
quarter.




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







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
then-current term for any reason other than breach by Vocus of








					
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its payment obligations under this Agreement, fees will be refunded to Vocus on a
pro-rated basis by Gale.


8. Reports. All of the following reports will be provided at Vocus’s sole expense.





A. Third Party Licensed Data and Full-Text Usage Reports. Vocus will
furnish to Gale an electronic report in the format described in Exhibit D that
provides an accounting of each full-text article viewed by Users. Such reports
will be delivered to Gale within thirty (30) days after the end of each calendar
quarter.




B. Use of Report Information. The information provided under Section 8
[Reports] is strictly for internal purposes only. Gale acknowledges that the
information contained in reports provided by Vocus to Gale is confidential to
Vocus and, accordingly, Gale will use reasonable efforts to safeguard and protect
such information from disclosure to others. However, Gale is permitted to use the
information contained in such reports for editorial decisions and to supply such
information on a limited basis to Gale’s third-party providers in conjunction with
the royalty payments for material contained in any of the Licensed Content.


9. Data In Confidence. Except as stated in Section 8 [Reports], 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.



10. 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 loads and back-files will be delivered to Vocus
in Gale’s XML format via FTP delivery.




B. Updates. Gale will use reasonable efforts to provide daily updates to the
Licensed Content in Gale’s XML format via FTP delivery, and Vocus agrees to
use reasonable efforts to load the updated Licensed Content within twenty-four








					
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(24) hours of receipt. Each party will be responsible for its
own costs associated
with the delivery/retrieval of such updates. Such updates will include new records and
revisions of existing records.


11. 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
copyright), Vocus agrees to delete it within seventy-two (72) hours after receiving
notice from Gale. Further, Vocus will fax or e-mail a deletion confirmation to
Gale’s designated representative within twenty-four (24) hours after removal that
the deletion has been made.




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.


12. Promotion, Publicity, Marketing.





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








					
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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.


13. 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
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 party 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.


14. 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.








					
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15. Limitation of Liability. Except for amounts payable pursuant to Section 13
[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.



16. 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:

Attn: Mr. Matthew Siegal

Vice President of Corporate Development

Vocus, Inc.

4296 Forbes Blvd.

Lanham, MD 20706


To Gale:

The Gale Group

27500 Drake Rd.

Farmington Hills, MI., 48331-3535

Attn: Vice President, Business Development


17. 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], 13 [Warranties and Indemnification], 14 [Limitation
of Warranty], 15 [Limitation of Liability], and 22 [Governing Law] will survive such
termination and remain in full force and effect.



18. 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.



19. 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.



20. 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








					
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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.



21. 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.



22. 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.



23. 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
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 23 shall be null and void.



24. 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. Germain
	 	 	 	By:
	 	/s/ Steve Vintz	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

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

	 	Director Business Dev.
	 	 	 	Title:
	 	CFO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	15 October 2004
	 	 	 	Date:
	 	10/15/04	 	 
	 
	 	 	 	 	 	 	 	 	 	 





					
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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.








					
	Gale License Agreement Page 14 of 22
	 	14
	 	 






 









 





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 die 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.








					
	Gale License Agreement Page 15 of 22
	 	15
	 	 






 









 





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 ìtem(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 parry’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 dining 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








					
	Gale License Agreement Page 16 of 22
	 	16
	 	 






 









 





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








					
	Gale License Agreement Page 17 of 22
	 	17
	 	 






 









 






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’s 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.









					
	Gale License Agreement Page 18 of 22
	 	18
	 	 






 









 





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.








					
	Gale License Agreement Page 19 of 22
	 	19
	 	 






 









 






Exhibit D




ELECTRONIC REPORT FORMAT FOR ARTICLE-LEVEL USAGE
REPORTING



Reporting Requirements



Delivery: FTP, CD-ROM or email (see information below).



Frequency: Quarterly, with one report per database per month.



Format: ASCII, CSV (Comma Separated Values). Carriage return / Line feed delimited records. For
Record Layout, see below.



Electronic File Name: Shows reporting period and product/service name. Gale will assign a File Code
for each database. The generic format is as follows: fffyymm.TXT, with fff signifying the assigned
File Code, yy signifying the calendar year, and mm signifying the month.



Number of Files: Provide a separate file for each database. Use the appropriate electronic file
name for each database.



Record Layout




	 	 	 
	Field	 	Description
	 
	 
	 	 
	Date

	 	Date of usage in YYYYMMDD format
	 
	 	 
	File Code

	 	File code, uniquely identifies the file in which the search occurred, assigned by The Gale Group
	 
	 	 
	Display

	 	Indication of the type of record displayed (e.g. TX value indicates the
royalty bearing field was displayed and empty field indicates that royalty
bearing fields were not used.)
	 
	 	 
	ID

	 	Gale accession number, uniquely identifies an article.
	 
	 	 
	Hits

	 	Number of Hits per accession number per date. This field is optional, if it
is not present, one hit is assumed.





(See sample report below)




 









 








Delivery Schedule





	§	 	Electronic reports are due to Gale within thirty (30) days of the close of each
calendar quarter.





Delivery Instructions





	§	 	Reports can be submitted using the following:





     FTP: ftp.gale.com, assigned vendor folder (pre-setup is required)


     CD
ROM: Send directly to:




Gale Group, Inc.


Pamela LeBlanc, Finance/Royalties


27500 Drake Road
 Farmington Hills, MI 48331


Bus. # (800) 347-4253, ext. 8933



     EMAIL: Send directly to:


Primary Contact —pamela.leblanc@thomson.com

Secondary Contact — sharon.west@thomson.com



Sample Report using number of hits field:




20021201,ANL,TX,7194772,1

20021201,ANL,TX,7194773,2

20021201,ANL,TX,7207019,1

20021201,ANL,TX,7207039,3

20021201, ANL,TX,16946953,10

20021201, ANL,TX, 16958324,1

20021201 ,ANL,TX, 17047772,2

20021201,ANL,TX,17200232,1

2002I201,ANL,TX,17353033,1

20021201,ANL,TX,107353519,1



Same report without using the number of hits fìetd:




20021201, ANL,TX,7194772

20021201,ANL,TX,7194773

20021201,ANL,TX,7194773

20021201,ANL,TX,7207019

20021201,ANL,TX,7207039

20021201,ANL,TX,7207039

20021201,ANL,TX,7207039

20021201,ANL,TX,16946953

20021201, ANL,TX, 16946953

20021201, ANL,TX, 16946953

20021201,ANL,TX,16946953

20021201,ANL,TX,16946953

20021201,ANL,TX, 16946953

2002120l,ANL,TX,16946953

20021201,ANL,TX,16946953

20021201,AKL,TX 16946953

20021201,ANL,TX,16946953

20021201, ANL,TX,16958324

20021201,ANL,TX,17047772

20021201,ANL,TX,17047772

20021201, ANL,TX, 17200232

20021201,ANL,TX 17353033

20021201,ANL,TX,107353519