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DATA RESALE AGREEMENT




          THIS DATA RESALE AGREEMENT
 (this “Agreement”), signed on Apr 9, 2003 (the “Signing Date”),
and effective on the earlier of the date on which Vocus has integrated the Data and is Providing
the Data to its’ clients or June 1, 2003 (the Effective Date) by and between:



          VOCUS, a Delaware corporation with its principal offices at 4296 Forbes Boulevard,
Lanham, Maryland 20706; and



          Bacon’s Information, Inc. (“Bacon’s”), a Delaware corporation with its principal offices at
332 South Michigan Avenue, Chicago, IL 60604.



(each individually a
“Party,” and collectively, the “Parties”).




          WHEREAS, Bacon’s has developed and maintains a proprietary database containing media-related
information that it licenses and sells in directories and online services;



          WHEREAS, VOCUS has developed and Provides media-related application programs and electronic
databases containing focused media-related information;



          WHEREAS, Bacon’s desires to license its media data for distribution by VOCUS, and;



          WHEREAS, VOCUS desires to Provide Bacon’s media data to its customers and to
compensate Bacon’s for such Provision ;



               NOW, THEREFORE, the Parties agree as follows:




	1.	 	DEFINITIONS





     1.1 Agreement Year. An “Agreement Year” shall mean a period beginning on the Effective Date
(or an anniversary of the Effective Date during the Term) and continuing through the earlier
of the day before
the subsequent anniversary of the Effective Date or the end of the Term.



     1.2 Broad Market Media Data. “Broad Market Media Data” shall mean media data covering
substantially all United States media.



     1.3 Data. The “Data” shall mean Bacon’s entire proprietary database of media-related
information, including updates to the database, containing the same information as in the
software product sold
by Bacon’s to its subscribers, including Bacon’s “media calendar” data, “Industry analyst”
data, and Bacon’s
“pitching tips” and “Bios



     1.4 Licensed Product. A “Licensed Product” shall mean VOCUS’s current products including
the Data, as well as future electronically delivered media database products that incorporate
the Data.



     1.5 Licensed Trademarks. The “Licensed Trademarks” are the Bacon’s name and trademarks
attached hereto as Exhibit D.



     1.6 Guaranteed Annual Royalty. The “Guaranteed Annual Royalty” shall be one million
dollars ($1,000,000) for each twelve month period of the Agreement, commencing on the
Effective Date.



     1.7 Provided. When software or data is “Provided” that shall mean that the software or data,
respectively, is sold, resold, licensed, installed or otherwise delivered to customers.



     1.8 Term. The “Term” shall be the term of this Agreement, as set forth in Section 11.1 hereof.



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	2.	 	DATA LICENSE. Rights of VOCUS





     2.0 Bacon’s hereby grants VOCUS a license to use the Data in the Licensed Products and Provide
the Data to its customers in accordance with the terms and conditions stated in this
Agreement. VOCUS shall
have the right to make copies of the Data for its internal use, to incorporate the Data in
Licensed Products, and
to display the Data publicly to potential customers. VOCUS shall not use, reproduce,
distribute, Provide or
display the Data other than in connection with this Agreement. Except as otherwise expressly
set forth herein,
VOCUS shall not co-mingle the Data in any way in conjunction with any other data, product or
service; it being
understood that to the extent VOCUS does use the Data in the Licensed Products, such Data
shall be sufficiently
differentiated from any other data and VOCUS shall remove all Data from the Licensed Products
upon
expiration or termination of this Agreement.



          2.0.1 Limits on Sublicensing. VOCUS shall have no right to sublicense third parties to
resell the Data.



     2.1 Obligations of VOCUS



          2.1.1 Conditions of VOCUS’s
Customers. VOCUS shall license the Data to clients
solely as part of the Licensed Products and in conjunction with its contracts to provide
software and the Data for
specific numbers of authorized users for such Licensed Products. Contracts for the Licensed
Products shall be
on an annual basis, with a right to annually renew the contract and other such terms and
conditions consistent
with this Agreement, a sample of which is attached hereto as Exhibit C (“Form License
Agreement”); it being
understood that those terms and conditions pertaining to the Data and Bacon’s rights and
contained in the Form
License Agreement, as executed by each VOCUS customer, shall not be materially altered without
prior written
approval by Bacon’s. VOCUS shall use its commercially reasonable efforts to ensure that
customers of the Data
comply with the terms of the license agreements under which the Licensed Products are
Provided, including
limiting use of the Data only to the number of authorized users under such license agreements
and prohibiting
the resale of the Data and VOCUS indemnifies Bacon’s for any breach thereof. Promptly
following its
knowledge thereof, VOCUS shall terminate the license to any Licensee violating the resale
provisions of such
license agreements or any other provisions that materially adversely affect Bacon’s, and shall
deny the Licensee
access to the Data.



          
2.1.2 Format for Provision. VOCUS shall Provide the Data solely in a format compatible
with the VOCUS Software.



          
2.1.3 Limit on Resale. VOCUS shall not Provide the Data in the form of media lists,
labels, or ASCII data.



          
2.1.4 Customer Service. VOCUS shall provide all customer service relating to the
Provision and use of the Data and all VOCUS software and information products. VOCUS and
Bacon’s shall
jointly establish a process for transmitting customer comments or requests related solely to
the Data (i.e.,
information errors, requests, or other desired customer feedback) to Bacon’s.



          
2.1.5 Identification. When each contact detail record is displayed on screen, VOCUS will
ensure that a suitable identifier appears to identify the Data as Bacon’s proprietary data. A
screen shot showing
this identification is attached as Exhibit A. VOCUS will include similar and additional source
identification in
future versions of its products as mutually agreed by the parties hereto, in all versions of
its products.



     
2.2 Vocus Marketing. Vocus agrees not to market or sell the Licensed Product at less than
56,000 per year for an initial single user license, less than $500 per additional concurrent
user, or less than $100
per additional password user, during the term of this Agreement.




	3.	 	TRADEMARK LICENSE





     3.1 Grant of License. Bacon’s hereby grants VOCUS a worldwide license to use the
Licensed Trademarks in connection with the use or Provision of the Data.



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     3.2 Quality Control. All advertising, promotional and other related uses of the
Licensed Trademarks by VOCUS shall conform to standards set by, and be under the control of,
Bacon’s. VOCUS agrees to cooperate with Bacon’s in facilitating Bacon’s control of the use of the
Licensed Trademarks and to supply Bacon’s with specimens of all uses of the Licensed Trademarks
upon request. VOCUS shall comply with all applicable laws and regulations and obtain all required
governmental approvals pertaining to the production, distribution and Provision of Licensed
Trademarks.



     3.3. Promotional Materials. Vocus agrees to proactively market Bacon’s Data as an
integral part of its overall software solution. VOCUS shall provide Bacon’s with advance copies of
all advertising, promotional and other materials bearing the Licensed Trademarks by delivering the
same to Joe Bernardo or Stephen Debruyn (or persons in their corporate positions or otherwise
designated by them or by Bacon’s). Bacon’s shall have the right to review all information related
to Bacon’s contained in such materials and, shall use reasonable efforts to approve or disapprove
such information within ten (10) days of receiving such materials. If Bacon’s does not respond
within such ten (10) day period, the materials shall be deemed approved. VOCUS shall not use any
such materials prior to obtaining Bacon’s actual or deemed approval. In the event Bacon’s does not
approve any materials submitted to it, Bacon’s shall provide VOCUS written notice of the reasons
for disapproval. Provided that VOCUS incorporates the comments of Bacon’s set forth in the
preceding sentence, VOCUS shall be entitled to then distribute such materials.



     3.4 The Marks. VOCUS shall include the Licensed Trademarks on or with all Licensed Products
and shall include all notices and legends with respect to the Licensed Trademarks or pursuant
to federal, state
and local laws and all other notices and legends as may be reasonably requested by Bacon’s.



     3.5 Ownership. (a) VOCUS acknowledges the ownership of the Licensed Trademarks by
Bacon’s, agrees that it will do nothing inconsistent with such ownership, and that all use of
the Licensed
Trademarks by VOCUS and all good will developed therefrom shall inure to the benefit of and be
on behalf of
Bacon’s. VOCUS agrees that nothing in this Agreement shall give VOCUS any right, title, or
interest in the
Licensed Trademarks other than the right to use the Licensed Trademarks in accordance with
this Agreement
and VOCUS agrees that it will not attack the title of Bacon’s to the Licensed Trademarks. (b)
Bacon’s
acknowledges that it shall have no right to use the trademarks owned by VOCUS in connection
with this
agreement.



     3.6 Installation of Vocus Software. Vocus shall provide Bacon’s with a user I.D. and password
for access to Licensed Product. Access shall be limited to a single person within Bacon’s for
the specific
purpose of assuring the accurate use and display of the Data. Bacon’s agrees not to use access
to Licensed
Product for purposes of product knowledge or development.




	4.	 	PROVISION OF DATA





     4.1 Format. Bacon’s will provide the Data to VOCUS in ASCII format with appropriate record
and field descriptions (the “Initial Format”) on such media as agreed upon by the Parties.
Bacon’s shall provide
the Data in a consistent format over the Term so that VOCUS’s data conversion process can be
designed, tested and implemented consistently over the Term. Bacon’s shall have the right to change
the format from time to time during the Term on thirty (30) days written notice to VOCUS



     4.2 Timing. Initially, Bacon’s will provide the Data to VOCUS as a weekly release, and will
work with Vocus to provide the Data daily in a mutually agreed upon time frame.



     4.3 Media Monitoring. Bacon’s agrees to provide client clips in digital form to be distributed
through the VOCUS software for any VOCUS client using Bacon’s Media Monitoring digital
services.




	5.	 	EXCLUSIVITY




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     5.1 Bacon’s as VOCUS’s Exclusive Supplier. During the Term, Bacon’s shall be the exclusive
third-party supplier of Broad Market Media Data to VOCUS’s products. VOCUS further agrees to
refrain from entering into Provision arrangements for Broad Market Media Data with any other company during
the Term.



     5.2 Most Favored Software Provider for Resale of Bacon’s Data. In any period during which
Bacon’s Provides the Data to any reseller other than VOCUS, Bacon’s will require a $500,000
yearly minimum
royalty and shall not offer such reseller terms that are more favorable than those contained
in this Agreement are
to VOCUS regarding (i) the price of the Data, or other financial terms; (ii) the frequency of
updates of the Data;
(iii) the content of the Data. Any agreement with any such reseller shall contain terms of
exclusivity equivalent
to those contained within Paragraph 5.1 above as pertains to such reseller. Within 30 days of
entering into an
agreement pursuant to which the Data will be provided to a reseller other than VOCUS, Bacon’s
will notify
VOCUS of such agreement and inform VOCUS of the identity of such reseller and the general
terms pursuant to
which the Data will be Provided. During the term of this Agreement, Bacon’s agrees not to
license the Data to
MediaMap.




	6.	 	ROYALTIES and PAYMENTS





     6.1 Sales and License Royalties.
 For each copy of a Licensed Product incorporating the Data
Provided to a new or renewed customer, VOCUS shall accrue an obligation to pay royalties as
described in
Exhibit B hereof. Such royalties shall be deemed to accrue on the date that VOCUS
provides a copy of the
Licensed Product to its customer.



     6.2 Payment for provision of Data to current clients.
 Vocus will remit a payment of $250,000
within fifteen (15) days from the Signing Date of this Agreement, to allow for the provision
of the Data to
current Vocus customers for a period of up to twelve (12) months from the Effective
Date. This payment will
count towards the first year Guaranteed Annual Royalty. Vocus will also provide the client
names, number of
users, and the expiration date for each current Vocus client in place on the Effective Date of
this Agreement.
Bacon’s and Vocus will provide the Data to these clients until the expiration of their Vocus
contract, but no
longer than 12 months. Clients that renew with Vocus will do so in accordance with the terms in 6.1.



     6.3 Royalty Rate Increases.
With ninety (90) days written notice, Bacon’s reserves the right to
increase the royalty rates by no more than 4% in each of years two (2) and three (3) of this
Agreement, and for
each subsequent year beyond the initial term of this Agreement.



     6.4 Guaranteed Royalties. If the royalties paid under Section 6.1 of this Agreement in any
twelve
month period commencing on the Effective Date and ending on the first anniversary thereof, and
each twelve
month period thereafter, are less than the Guaranteed Annual Royalty, then VOCUS shall pay
Bacon’s the
difference between the royalties accrued under Section 6.1 of this Agreement and the
Guaranteed Annual
Royalty within (30) days after the expiration of each such period. In the event that this
Agreement terminates in
the middle of any twelve month period, VOCUS shall be obligated to pay an amount equal to (i)
the pro rata
portion of the Guaranteed Annual Royalty to the date of payment minus (ii) royalties paid to
the date of termination.



     6.5 Sale of Data Subsets. VOCUS may not Provide any subset of the Data except that VOCUS
may Provide subsets of the Data containing either all broadcast media or all print media.



     6.6 Price for Data Subsets. For each copy of a Licensed Product incorporating the allowable
broadcast or print subsets of the Data, VOCUS shall pay royalties as though the full set of
Data had been
Provided.



     6.7 Monthly Royalty Report. By the fifteenth (15th) day of each complete calendar month
following the Effective Date, VOCUS shall provide reports containing the client names and
licensed number of
concurrent and total users for each new or renewed client from the previous month. Bacon’s
shall treat all
information received in such Monthly Reports as confidential information pursuant to Section 9
hereof.



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     6.8 Royalty Payments. Within thirty (30) days after the provision of each report made pursuant
to Section 6.7 hereof, VOCUS shall remit any royalties payable pursuant to Section 6 hereof to
Bacon’s.
Royalties shall be paid in U.S. Dollars.



     6.9 Audit Rights



          6.9.1 Right to Audit. Bacon’s shall have the right, at its own cost and expense (subject to
Section 6.8.2), to audit the relevant books and records of VOCUS for the purpose of verifying
the accuracy of
the royalty reports and payments. Such audits shall be made during regular business hours and
upon not less
than five (5) days advance written notice and shall be permitted not more frequently than
twice per Agreement
Year. VOCUS shall cooperate with and assist Bacon’s accountant or authorized representative
for the purpose
of facilitating such audit. Bacon’s hereby represents and warrants to VOCUS that (i) there
shall be no more than
two (2) individuals auditing VOCUS’ records at any time, and all such individuals shall be
members of Bacon’s
accounting department who have no responsibility (and not in the future have any
responsibility) for the sale or
marketing of Bacon’s products; (ii) the individuals engaged to perform such audit shall be
made aware of the
confidentiality provisions of Section 9 of this Agreement, and shall agree to treat as
confidential and not disclose
to any other person, including any person employed by Bacon’s, the information obtained by
such auditor,
including but not limited to the name or any other identifying detail of any VOCUS customer,
unless it shall
become necessary to disclose such information as a result of a dispute with VOCUS respecting
the amount of
royalties due hereunder; and (iii) the information obtained in connection with such audit shall
not be used by
Bacon’s or any of its employees or contractors for any purpose other than validating the
amount of royalties
owed by VOCUS. Any breach of this Section 6.9.1 shall not be subject to the limits set forth
in Section 7.8
hereof.



          
6.9.2 Discrepancies. If, as a result of such audit, Bacon’s accountant determines that the
amount of royalties due was greater or less than the amount reported by VOCUS in a royalty
report furnished
pursuant to Section 6.5, Bacon’s shall promptly furnish to VOCUS a copy of the report of its
accountant setting
forth the amount of the deficiency or overpayment showing, in reasonable detail, the basis
upon which such
deficiency or overpayment was determined. Upon receipt of such report of Bacon’s accountant,
VOCUS shall
have the right to have an independent accountant verify the deficiency or overpayment
indicated in the report. If
such deficiency or overpayment is verified, then payment for such deficiency by VOCUS, or
refund by Bacon’s
for such overpayment, shall be due on the thirtieth (30th) day following receipt of such
notice. If such
deficiency or overpayment is not verified, the Parties agree to negotiate in good faith to
resolve the dispute over
such deficiency or overpayment. In the even that any audit reveals a deficiency of more than
ten percent (10%)
in any six (6) month period, VOCUS shall pay all of the costs incurred by Bacon’s in
connection with such
audit.



     6.10 Interest. If any undisputed payments due under Section 6 are not paid in full within thirty
(30) days after receipt of notice by VOCUS that payment is overdue, interest will accrue and
be payable at the
rate of fifteen percent (15%) per annum of the unpaid amount.




	7.	 	WARRANTIES, LIMITATION OF LIABILITY





     7.1 Ownership of the Data. Bacon’s warrants and represents that it has the right to grant to
VOCUS the rights granted herein. With respect to the trademark “Bacon’s”, Bacon’s warrants
that it has the
right to grant VOCUS the license there under only in the United States.



     7.2 Noninfringement. Bacon’s warrants and represents that the Data, and VOCUS’s use and
Provision thereof in accordance with this Agreement, does not and will not infringe any
patent, copyright,
trademark, trade secret, or other proprietary right belonging to a third party, except that
Bacon’s warrants that its
trademark “Bacon’s” does not infringe any trademarks only in the United States. VOCUS warrants
and
represents that the VOCUS Software does not and will not infringe any patent, copyright,
trademark, trade
secret, or other proprietary right belonging to a third party.



     7.3 Viruses. Bacon’s shall use its best efforts to protect all Data (including
the tapes or other media in which it is embedded) from computer viruses or other
contaminants.



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     7.4 Repair. Bacon’s shall remedy or repair, as soon as reasonably practicable, all
substantial and
demonstrable errors in the Data, at no additional cost to VOCUS. For purposes of this
Agreement, errors shall
be considered to be “substantial” when they result in the impairment of one or more essential
features or
capabilities of the Data.



     7.5 Limitations on Warranty. Bacon’s warranty obligation under Section 7.4 is conditioned
upon:



     (a) VOCUS giving Bacon’s written notice of any substantial error promptly, and in any event
within
ninety (90) days after it has become apparent;



     (b) the said error being demonstrable;



     (c) the Data having been properly maintained;



     (d) the Data being at Bacon’s current release level or no more than one release back;
and



     (e) no unauthorized addition to or modification of the Data having been undertaken by
VOCUS or a
third party acting on behalf of VOCUS.



     7.6 VOCUS’s Selection of the Data. VOCUS acknowledges and accepts that the role of Bacon’s
is solely that of a supplier of Data and that it is VOCUS’s responsibility to determine its
own commercial
requirements and to satisfy itself that the Data meets such requirements.



     7.7 Disclaimer of Warranties;Consequential Damages. EXCEPT AS EXPRESSLY SET
FORTH IN SECTIONS 7.1, 7.2 AND 7.4 HEREOF, AS LIMITED BY SECTION 7.5 HEREOF,
BACON’S MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE CONDITION,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER
AFFECTING OR RELATING TO THE DATA. EXCEPT WITH REGARD TO THE
INDEMNIFICATION OF THIRD PARTY CLAIMS UNDER SECTION 13 HEREIN, IN NO EVENT
WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY, FOR ANY REASON WHATSOEVER,
WHETHER IN CONTRACT OR TORT, FOR ANT FORM OF PUNITIVE, INDIRECT, SPECIAL,
CONSEQUENTIAL, OR INCIDENTAL LOSS, DAMAGE, OR EXPENSE (INCLUDING, BUT NOT
LIMITED TO, LOSS DUE TO INABILITY TO OBTAIN DATA, LOSS OF BUSINESS, OR LOSS OF
ANTICIPATED PROFITS) IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING,
FUNCTIONING, OR USE OF THE DATA OR VOCUS SOFTWARE PROVIDED UNDER THIS
AGREEMENT, EVEN IF SUCH OTHER PARTY IS ADVISED OF THE POSSIBILITY THEREOF.



     7.8 In addition, each party’s liability to the other Party hereunder (other than an
obligation to pay
royalties or Commissions) shall be limited to the amounts paid by VOCUS to Bacon’s hereunder
during the
preceding twelve (12) month period, except Bacon’s liability to VOCUS shall not be so limited
with respect to
any indemnification of third party claims under Section 13.1 hereof.




	8.	 	PROPRIETARY RIGHTS.





     8.1 Ownership of Proprietary Rights. Neither Party acquires any rights in or to
any trademarks, copyrights, patents, trade secrets, or any other intellectual property
rights belonging to the other Party, except as expressly provided herein, by virtue of
entering into this Agreement.




	9.	 	CONFIDENTIALITY





     9.1 Obligation to Maintain Confidentiality. During the term of this Agreement, each Party
shall keep confidential, and other than as provided herein shall not use or disclose, directly
or indirectly, any trade secrets, confidential or proprietary information, or any other
knowledge, information, documents or



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materials, owned, developed, or possessed by the other Party, whether in tangible or intangible
form, the confidentiality of which such other Party takes reasonable measures to protect and which
such other Party has conspicuously marked as “Confidential” or “Proprietary” or which, if in
intangible form, has been reduced to tangible form within ten (10) days of the date of disclosure
thereof, so marked, and provided to the other Party. Each Party shall take any and all lawful
measures to prevent the unauthorized use and disclosure of such information, and to prevent
unauthorized persons or entities from obtaining or using such information. Each Party further
agrees to refrain from directly or indirectly taking any action which would constitute or
facilitate the unauthorized use or disclosure of such information. Each Party may disclose such
information to its officers and employees to the extent necessary to enable such party to perform
its obligations hereunder; provided, that such party takes reasonable steps to ensure that such
officers and employees maintain the secrecy and nonuse of such information. Bacon’s agrees that it
shall not use any information provided by VOCUS or obtained from VOCUS (regardless of whether such
information is marked as confidential) to sell or market any of Bacon’s products; or to sell or
provide such information to any other party. Each Party shall be liable for any unauthorized use
and disclosure of such information by its officers and employees, which liability shall not be
subject to the provisions of Section 7.8 hereof.




          9.1.1 The Data. With specific reference to the Data, except as may be licensed,
distributed or displayed in accordance with the terms of this Agreement, VOCUS shall take all
reasonable precautions to maintain the confidentiality of the Data, which precautions shall be at
least equivalent to those VOCUS takes to protect its own confidential information.



     9.2 Limitations. Notwithstanding the foregoing, the provisions of Section 9.1 hereof
shall not apply to knowledge, information, documents or materials which the receiving Party can
conclusively establish: (a) have entered the public domain without such Party’s breach of any obligation owed to the
disclosing Party;
(b) have become known to the receiving Party prior to the disclosing Party’s disclosure of such
information; (c)
arc permitted to be disclosed by the prior written consent of the disclosing Party; (d) have become
known to the
receiving Party from a source other than the disclosing Party other than by breach of an obligation
owed to the
disclosing Party; (e) are disclosed by the disclosing Party to a third Party without restrictions
on its disclosure;
or (f) are independently developed by the receiving Party without breach of this Agreement.




	10.	 	ASSIGNMENT





     10.1 This Agreement may not be transferred or assigned, in whole or in part, by VOCUS or
Bacon’s without the prior written consent of the other, which consent shall not be unreasonably
withheld. Bacon’s will not consent to assign this Agreement to any of the following entities; PR
Newswire, BusinessWire, Internet Wire, MediaMap, Burrelle’s, Luce, Lexis-Nexis or any company or
entity based outside the United States.




	11.	 	TERM, DEFAULT AND TERMINATION






	 	11.1	 	Term. This Agreement shall commence on the Effective Date and shall continue in
effect for
a period of three (3) years. This Agreement shall automatically renew for subsequent one (1)
year terms following the initial term unless either Party notifies the other Party, in writing, of
its intent not to tenew no less than one (1) year prior to expiration of the current term.
	 
	 	11.2	 	Bacon’s Termination Right. Bacon’s may terminate this Agreement:






	 	(a)	 	upon written notice, if VOCUS fails to pay any undisputed fees payable
hereunder when due, but such termination shall not take effect, and this Agreement
shall remain in full force and effect, if VOCUS makes such payment prior to the
expiration of ten (10) days from the date VOCUS receives such written notice of
payments due, provided that VOCUS shall not be entitled to cure the failure to make
payment more than one (1) time during any twelve-month period;




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	 	(b)	 	upon written notice, if VOCUS fails to fulfill the $1,000,000 annual royalty guarantee within thirty (30) days of the annual anniversary of this agreement. Failure to pay the $1,000,000 annual
royalty guarantee within thirty (30) days of the annual anniversary of this agreement will be
cause for Bacon’s to immediately discontinue providing the Data to Vocus and require Vocus to
discontinue providing the Data to all customers in accordance with the terms of paragraph 11.5.
	 
	 	(c)	 	upon sixty (60) days’ written notice if VOCUS is in default of any other material provision of
this Agreement, but such termination shall not take effect, and this Agreement shall remain in
full force and effect, if VOCUS cures such default prior to the expiration of the notice period
provided such default is capable of being cured and provided that VOCUS shall not be entitled to
cure the same breach more than two (2) times in any twelve-month period;
	 
	 	(d)	 	upon ten (10) days’ written notice if VOCUS institutes proceedings seeking relief under the
Bankruptcy Code or any similar law, or consents to the filing against it of any petition for the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official)
or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its
debts as they become due, or takes any action in furtherance of the foregoing, or upon the
involuntary appointment of any receiver or trustee to take possession of the properties of VOCUS,
which appointment is not rescinded within thirty (30) days; or
	 
	 	(e)	 	by providing thirty (30) days’ written notice if a person or entity acquires more than fifty
percent (50%) of the voting securities of VOCUS or substantially all of the assets of VOCUS other
than as part of a corporate restructuring among entities previously controlling VOCUS or controlled
by VOCUS, or as the result of an IPO, such notice to be provided within thirty (30) days after
Bacon’s receives notice of such acquisition. If notice is not provided within such thirty (30)
days, this Agreement shall remain in full force and effect.
	 
	 	11.3	 	VOCUS’s Termination Right. VOCUS may terminate this Agreement:
	 
	 	(a)	 	upon ten (10) days’ written notice, if Bacon’s fails to pay any undisputed fees payable hereunder
when due, but such termination shall not take effect, and this Agreement shall remain in full force
and effect, if Bacon’s makes such payment prior to the expiration of the notice period, provided
that Bacon’s shall not be entitled to cure the failure to make payment more than one (1) time
during any twelve-month period;
	 
	 	(b)	 	upon sixty (60) days’ written notice if Bacon’s is in default of any material provision of this
Agreement, but such termination shall not take effect, and this Agreement shall remain in full
force and effect, if Bacon’s cures such default prior to the expiration of the notice period; or
	 
	 	(c)	 	upon ten (10) days’ written notice if Bacon’s institutes proceedings seeking relief under the
Bankruptcy Code or any similar law, or consents to the filing against it of any petition for the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official)
or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its
debts as they become due, or takes any action in furtherance of the foregoing, or upon the
involuntary appointment of any receiver or trustee to take possession of the properties of Bacon’s,
which appointment is not rescinded within thirty (30) days.
	 
	 	(d)	 	by providing thirty (30) days’ written notice if a person or entity acquires more than fifty
percent (50%) of the voting securities of Bacon’s other than as part of a corporate
restructuring among entities previously controlling Bacon’s or controlled by Bacon’s, such
notice to be provided within thirty (30) days after Press Access receives notice of such
acquisition. If notice is not provided within thirty (30) days after such acquisition, this
Agreement shall remain in full force and effect.




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     11.4
Provisions Surviving Termination. The provisions of
Sections 6, 7, 8, 9, 11, 13 and 14
hereof shall survive the termination of this Agreement.



     11.5 Discontinuance. If VOCUS’s right to Provide the Data terminates for any reason, whether
with or without cause, or due to the expiration or non-renewal of this Agreement, except in
the event Vocus
defaults on the payment of the $1,000,000 annual minimum royalty as per the terms of
subparagraph 11.2 (b),
Bacon’s shall Provide Data to fulfill existing VOCUS customer contracts, and VOCUS shall:




	 	(a)	 	notify all customers of Licensed Products that new contracts under which the
Data is Provided
will not be available following the date on which termination is effective;
	 
	 	(b)	 	return to Bacon’s all copies of materials associated therewith or which are a
part thereof which
were provided by Bacon’s under this Agreement; and
	 
	 	(c)	 	confirm in writing to Bacon’s that such notification and return has occurred
in accordance
with the notice provisions herein.





     11.6 Termination of Rights. Upon termination, except as provided above, all rights of the parties
hereunder shall terminate immediately.




	12.	 	BANKRUPTCY





     12.1 Notwithstanding any other terms or conditions of this Agreement, if Bacon’s or any
successor in interest thereto voluntarily seeks protection or is involuntarily subjected to the
provisions of the United States Bankruptcy Code or any successor section or sections thereto
(“Bankruptcy Code”), VOCUS, at its sole option and discretion, may elect by written demand to
Bacon’s or its trustee in bankruptcy to retain VOCUS’s rights under this Agreement, including,
without limitation, VOCUS’s right to demand:




	 	(a)	 	Performance of this Agreement;


	 
	 	(b)	 	

The use of any and all Data without interference by Bacon’s or its trustee in
bankruptcy; and
	 
	 	(c)	 	Any other rights available to VOCUS under Section 365 of the Bankruptcy Code.




Failure by VOCUS to assert its rights to retain its benefits under this Agreement or any Addendum
or Rider hereunder pursuant to Section 365(n)(1)(B) of the Bankruptcy Code under an executory
contract rejected during bankruptcy proceedings shall not be construed by the courts as a
termination of this Agreement by VOCUS under Section 365(n)(l)(A) of the Bankruptcy Code.





	13.	 	INDEMNIFICATION





     13.1 Subject to the remainder of this Section 13, each Party (the “Providing Party”) shall
defend or
settle any action brought against the other Party (the
“Receiving Party”) arising from any
claim that the
Receiving Party’s use or Provision of the Data or other software or data provided by the
Providing Party to the
Receiving Party under the terms of this Agreement, and used or Provided in compliance with
this Agreement,
infringes any U.S. patent, copyright, trademark, trade secret or other proprietary right
belonging to a third party
(“Third Party Infringement Claim”) and to hold the Receiving Party harmless from any and all
liabilities, losses,
costs, damages, expenses, and reasonable attorney’s fees that result from any such Third Party
Infringement
Claim.



     13.2 (a) Bacon’s hereby indemnifies VOCUS against any third party claim arising out of any: (i)
material breach of Bacon’s obligations hereunder; and (ii) any claim arising in connection
with the marketing,
sale and distribution of the Data, Clipping or Fulfillment Services, except if such claim
arises out of an error or
omission in the Licensed Products as originally provided to Bacon’s by VOCUS.



9









 





          (b) VOCUS hereby indemnifies Bacon’s against any third party claim arising out of any: (i)
material breach of VOCUS’s obligations hereunder; and (ii) any claim arising in connection with the
marketing, sale and distribution of the Licensed Products by VOCUS, except if such claim arises out
of an error or omission in the Data as originally provided to VOCUS by Bacon’s.



     13.3 Subject to the remainder of this Section 13, each Party shall defend or settle any action
brought against the other Party arising from any indemnifiable claim (“Other Third Party
Claim”) and to hold
such other Party harmless from any and all liabilities, losses, costs, damages, expenses, and
reasonable
attorney’s fees that result from any such Other Third Party Claim.



     13.4 Each Party’s obligations under this Section 13 are conditioned upon:




(a) The party from which indemnification is sought (the “Indemnifying Party”) being promptly
notified
in writing by the party seeking indemnification (the “Indemnified Party”) of any Third Party
Infringement Claim or Other Third Party Claim (collectively or individually, a “Third Party
Claim”);




(b) The Indemnified Party allowing its name to be used in proceedings, as necessary;




(c) The Indemnifying Party’s ability to control the defense of such claim with legal counsel
of its own
choosing;




(d) The Indemnified Party providing the Indemnifying Party with all reasonable assistance
(without
expenditure of money) in defending any Third Party Claim; and




(e) Any such Third Party Claim not arising due to unauthorized acts or misconduct of the
Indemnified
Party.



     13.5 Subject to Section 13.7, no settlement which prevents the Providing Party from continuing
to
use and Provide the Data or Licensed Product substantially as provided herein shall be made
without the prior
written consent of the Providing Party.



     13.6 In all events, the Indemnified Party shall have the right to participate in the defense
of any suit
or proceeding described in this Section 13 through counsel of its own choosing at its own
expense.



     13.7 If the Data or Licensed Product becomes the subject of a Third Party Infringement Claim,
the
Providing Party may at its option and expense either:




(a) Obtain an appropriate license from the party asserting the Third Party Claim; or




(b) replace or modify the Data or Licensed Product (or parts thereof) that is the subject of
the Third
Party Claim so that it is functionally equivalent and no longer infringing, subject to the
approval of the
Receiving Party, which approval shall not be unreasonably withheld.




	14.	 	GENERAL





      14.1 Law to be Applied. This Agreement shall be governed by and interpreted under the laws of
the State of Illinois, without regard to its choice of law rules.



     14.2 Forum. The parties agree that the making and performance of this Agreement constitutes
the
transaction of business in Illinois sufficient to give the federal and state court therein
jurisdiction over both
parties. Any action or proceeding involving, arising out of, or relating to this Agreement, or
the making or



10









 





breach thereof, shall be brought in a federal or state court located in the County, City,
and State of Illinois, and in no other forum, and the jurisdiction of such courts over such
matters shall be exclusive.



     14.3 Taxes. All fees and charges referred to in this Agreement are net of any applicable
sales, use,
property, and other taxes and import or other duties, however designated or levied. Payment of
all such taxes
and duties shall be the sole responsibility of the Party paying such fees or charges.



     14.4 Notices. Notices under this Agreement shall be in writing and shall be deemed given (a)
five
(5) business days after deposit in the U.S. mail, when sent postage prepaid by certified mail
or (b) the next day
after delivery to a guarantied overnight courier when sent by such a courier with signature
required, to the
parties at the addresses specified below or such new address as they shall communicate to each
other in writing
from time to time.


To VOCUS:


Steve Vintz

Chief Financial Officer

Vocus, Inc.

4296 Forbes Boulevard

Lanham, Maryland 20706


To Bacon’s:


Joseph M. Bernardo

President and COO

Bacon’s Information. Inc.

332 S. Michigan Avenue

Chicago, IL 60604



     14.5 Force Majeure. No Party to this Agreement shall be liable for delay or failure in the
performance of its contractual obligations arising from any one or more events which are
beyond its reasonable
control; PROVIDED THAT upon such delay or failure affecting one Party, that Party shall notify
the other Party
and use all reasonable endeavors to cure or alleviate the cause of such delay or failure with
a view to resuming
performance of its contractual obligations as soon as practicable, or to arrange for
appropriate alternative
methods of performance and provided further that no such event shall excuse either party from
its obligation to
pay royalties hereunder. In the event that Bacon’s is unable to supply Data, whether due to a
condition of Force
Majeure or otherwise, for a period of sixty (60) days, then VOCUS shall have the right to
acquire data
equivalent to the Data elsewhere for the period during which Bacon’s is unable to provide Data
hereunder; or
(iii) terminate this Agreement in its entirety



     14.6 Waiver. The failure of any Party to enforce or exercise, at any time or for any period of
time,
any term of or any right arising pursuant to this Agreement does not constitute, and shall not
be construed as, a
waiver of such term or right and shall in no way affect that Party’s right to later enforce or
exercise it. The
waiver by either Party of the breach of any provision of this Agreement shall not constitute a
waiver of the
breach of any other provision, or of the subsequent breach of the same provision.



     14.7 Severability. The invalidity or
unenforceability of any term of or any right arising
pursuant to
this Agreement shall in no way affect the remaining terms or rights.



     14.8 Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the
Parties,
and their heirs, successors, and assigns.



     14.9 Amendment. This Agreement may not be amended, waived, terminated, or superseded
except by a written instrument signed by duly authorized representatives of the Parties.



11









 





     14.10 Plural and Singular Usage. As used herein, the singular of any term includes the plural
and
the plural means the singular, whenever the context so requires.



     14.11 Headings. The section headings in this Agreement are inserted for convenience only and
are
not intended to affect the meaning or interpretation of this Agreement.



     14.12 Entire Agreement. This Agreement contains the entire agreement by and between the
Parties
and all discussions, negotiations, and prior agreements are merged herein and shall not
survive.



               IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year indicated below.



	 	 	 	 	 
	 	 	BACON’S INFORMATION, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joseph M. Bernardo
	 

	 	 	 	 
	 	 	Name: Joseph M. Bernardo
	 	 	Title: President/CEO
	 	 	Date: 4/9/03
	 
	 	 	 	 
	 

	 	VOCUS
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard Rudman
	 

	 	 	 	 
	 	 	Name: Richard Rudman
	 	 	Title: President & CEO
	 	 	Date: 4-8-03






12









 






Exhibit A




Screen shot of identification will be provided to the Parties after the Effective Date hereof.




13









 








Exhibit B

Royalty Rates




     Royalties for each Licensed Product incorporating Data, including renewal
subscriptions for the Data, shad be based on the number of users licensed by a
particular customer:



	 	 	 
	User	 	Royalty to Bacon’s
	1st User
	 	$l,400/year
	Additional concurrent users
	 	$350/each per year
	Fee per each user I.D. and password,
concurrent or otherwise
	 	$50/each per year
	Limited Site* license per individual
operating entity (agency) ... (not to
exceed 200 concurrent users)
	 	$50,000/year
	Unlimited site license (over 200
concurrent users)
	 	On Request





*(site license not available at holding company level such as WPP, Omnicom, Interepublic,
etc...)




Exhibit C





14









 









Sample Form License Agreement




Terms & Conditions



1. Subscription. When VOCUS receives your signed Subscription Form along with these Terms &
Conditions, you will be a subscriber to the VOCUS/Online service as it is offered by VOCUS from
time to time (the “Service”), for a period of one year. The subscription is on a per user basis,
fora minimum term of one (1) year from the date the account is activated. Upon initial use of the
Service, you will be charged a one-time “Activation Fee”. You will be billed monthly (via credit
card only) or net 30 for the one-year subscription fee (“Subscription Fee”) depending on the
payment method agreed upon. You agree mat the Service will only be accessed by those persons for
whom a Subscription Fee has been paid. Payment may be made by credit card; however, if any monthly
charge is denied by the credit card issuer, VOCUS reserves the right to immediately terminate
access to the Service without further notice.



2. Account, Password and Security. When you become a subscriber, you will select a username and
password. You are solely responsible to maintain the confidentiality of your username and
password. You also are solely responsible for any and all activities that occur under your
account. You are to notify us of any unauthorized use of your account, or any other breach of
integrity or security of the Service.



3. Subscription Fee. Each Subscription Fee allows one named individual to access the Service, to
use a reasonable quantity of disk space on the server for the posting of individual data, and a
limited, non-exclusive, nontransferable, personal license to use the data stored on the specific
database(s) you have selected for use with the Service. VOCUS reserves the right to change the
Subscription Fee with 30 days prior notice, and you will be invoiced for the new Subscription Fee
in your next monthly invoice. VOCUS also reserves the right to increase your Subscription Fee if
the disk space utilized by you is greater than the disk space allocated by VOCUS.



4. Limitations. You agree to comply with rules and regulations that we may impose on the use of the
Service
from time to time. You are solely responsible for the contents of the data and information you post
to the Service
and your use of the Service is subject to all applicable local, state, federal and international
laws and regulations.
You agree that the information retrieved from the database(s) made available on the Service will be
used solely
for your personal use and will not be transferred, sold or made available by you to any third party
and will not be
published or otherwise distributed or disseminated in any manner without the express written
consent of
VOCUS unless: the information is only provided by generating a typical PR agency report and
providing the
results of that report to your client.



5. Termination. After the initial one (1) year period, you have the right to terminate or renew
your subscription. VOCUS has the right to terminate your subscription at its discretion, for reasons including, but
not limited to, violating this Agreement, untimely payment or non-payment of invoices or
inappropriate usage as determined by VOCUS. Your obligation to pay accrued Subscription Fees
survives the termination of this Agreement.



6. Subscriber Support; Services. From time to time we will advise you of our support policies.
VOCUS
reserves the right to change or discontinue our support policies or the Service at any time. VOCUS
will not be
liable to any subscriber or any third party should VOCUS exercise its right to change or
discontinue the Service
or any services. VOCUS will, however, use reasonable efforts to advise you of such changes as soon
as
practical.



7. Disclaimer of Warranty and Limitation of Liability. VOCUS, and any third-party content
providers,
provides the Service and the information stored on the database(s) made available on the Service on
an “AS IS,
AS AVAILABLE and WITH ALL FAULTS” basis, and makes no express or implied warranties regarding the




15









 







use or performance of the Service or database information. VOCUS disclaims any and all implied
warranties of title, merchantability, fitness for a particular purpose or use, or noninfringement.
VOCUS will not be liable for any (a) special, incidental, indirect, or consequential damages; (b)
loss of goodwill or profit; or (c) any other claim in connection with this Agreement or in
connection with the Service. In no event will VOCUS be liable for loss of profits, business or
data, or the interruption of your business or the Service. VOCUS will not be liable for any delay
in accessing and/or inability to access the Service whether due to an act of God, action by
governmental entity, strike, network difficulty, electronic malfunction, etc., or any reliability
or effectiveness related to the Service. In no event will VOCUS be liable for any failure,
disruption, downtime, interruption, delay, inaccuracy, or any other nonperformance related to the
Service. VOCUS make no warranty or representation that the operation of the Service will be
uninterrupted or error-free. Because some jurisdictions do not allow the exclusion or limitation of
liability for consequential or incidental damages, the above limitations may not apply to you.
VOCUS’s liability to you for actual damages for any cause whatsoever, and regardless of the form of
action (whether in contract, tort (including negligence), product liability or otherwise), will be
limited to the Subscription Fee paid for the month in which the claim arose.



8. Indemnity. You agree to indemnify and hold VOCUS, its subsidiaries, affiliates, parent
corporation, officers, employees, suppliers and agents harmless from any claim or demand,
including reasonable attorney’s fees, resulting from any violation of this Agreement or the
infringement of any intellectual property right of any person or entity, or any activity related
to your account (including any negligent or wrongful conduct) by you or any other person
accessing the Service using your username or password.



9. Taxes. You are responsible to pay any sales or use tax imposed at any time in connection with
this Agreement.



10. Restricted Use. RESTRICTED RIGHTS LEGEND. Any information or data downloaded from this Server
for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S.
Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S.
Government is subject to restrictions as set forth in subparagraph (c)(l)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(l) and (2)
of the Commercial Computer Software — Restricted Rights at 48 C.F.R. 52.227-19, as applicable.



11. Links to Third Party Sites.



This VOCUS Online website may be linked to other websites which are not under the control of and
are not maintained by VOCUS. VOCUS is not responsible for the content of those sites. VOCUS is
providing these links to you only as a convenience, and the inclusion of any link to such sites
does not imply endorsement by VOCUS of those sites. VOCUS controls and operates the VOCUS Online
website from its headquarters in various locations in the United States of America and makes no
representation that these materials are appropriate or available for use in other locations. If
you use this website from other locations, you are responsible for compliance with applicable
local laws including but not limited to the export and import regulations of other countries. You
acknowledge and agree that the data and any other materials made available from the Service are
subject to the U.S Export Administration Laws and Regulations. Diversion of such materials
contrary to U.S. law is prohibited. You agree that neither the data, information, or other
materials, nor any direct product therefrom, is being or will be acquired for, shipped,
transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or
their nationals.





16









 






12. General. If any portion of this Agreement is found to be unlawful, void or unenforceable for
any reason whatsoever, the unenforceable provision shall be deemed severable from this Agreement
and shall not affect the validity or enforceability of the remaining provisions of this
Agreement. This Agreement is the complete agreement concerning the subject matter hereof, and
supercedes all prior agreements and representations between VOCUS and you. It may be modified
only in writing signed by both parties. If VOCUS must hire an attorney to enforce any of the
terms and conditions of this Agreement, you agree to pay all reasonable attorneys’ fees and
court costs incurred by VOCUS. This Agreement shall be governed and construed in accordance with
the laws of the State of Maryland, U.S.A. applicable to agreements made and to be performed in
the State of Maryland. You agree that any legal action or proceeding between you and VOCUS for
any purpose concerning this Agreement or the parties’ obligations hereunder will be brought
exclusively in a federal or state court of competent jurisdiction sitting in the State of
Maryland.



	 	 	 	 	 
	Name/Title                                                                                                    
	 	 	 	 
	 
	 	 	 	 
	Company                                                                                                    

	 	Payment options: Net 30                    30/60/90 w/CC                    CC                    .	 	 
	 
	 	 	 	 
	Address                                                                                                    

	 	o Visa       o MasterCard      o Amex	 	 
	 
	 	 	 	 
	City                    State                    Zip                    Country                    

	 	Card Number                                        	 	 
	 
	 	 	 	 
	 

	 	Exp. Date                                                            	 	 
	 
	 	 	 	 
	Phone                                                            Fax                                        

	 	Cardholder Signature                                        	 	 
	 
	 	 	 	 
	E-Mail                                                                                                    
	 	 	 	 
	 
	 	 	 	 
	Authorized Signature                                                                                Date                                        






Exhibit D





17









 








Licensed Trademarks




Bacon’s




Bacon’s Information, Inc.



Bacon’s Media Directories:

Bacon’s Magazine Directory

Bacon’s Newspaper Directory

Bacon’s TV/Cable Directory

Bacon’s Radio Directory

Bacon’s Internet Media Directory

Bacon’s Media Calendar Directory

Bacon’s Computer/Hi-Tech Media Directory

Bacon’s Medical & Health Media Directory

Bacon’s Business Media Directory

Bacon’s Metro California Media Directory

Bacon’s New York Publicity Outlets

Bacon’s International Media Directory




Bacon’s MediaSource




Bacon’s NetClips




Bacon’s ClipSource




Bacons.com




Bacon’s MediaCalendars.com




Bacon’s PRMediaNews.com




Bacon’s Media Lists Online





18