Filed by Bowne Pure Compliance





EXHIBIT 10.1




LICENSE AND SERVICES AGREEMENT




This License and Services Agreement is entered into as of December 22, 2008 (the “Effective Date”),
by and between TrafficLand, Inc., with offices located at 11208 Waples Mill Drive, Suite 109,
Fairfax, VA 22030 (“TrafficLand”) and Metro Networks Communications, Inc., with offices located at
40 West 57th Street, 5th Floor, New York, NY 10019 (“Network”) (each, a
"Party” and together, the “Parties”).



Recitals




A. Concurrent with the execution of this License and Services Agreement, TrafficLand, WWO (as
defined below), TLAC, Inc., a Delaware corporation and wholly owned subsidiary of WWO (“Merger
Sub”), P. Richard Zitelman, in his capacity as Stockholder Representative (the “Stockholder
Representative”), and certain other parties named therein, have executed and delivered that certain
Option Agreement, dated as of the date hereof (the “Option Agreement”), pursuant to which WWO, at
its sole election, and provided that WWO satisfies the conditions precedent to
exercise of the option set forth therein (the “Option”), has a right to cause the release from
escrow of an agreement and plan of merger (the “Merger Agreement”), providing for (a) the merger of
Merger Sub with and into TrafficLand (the “Merger”), with TrafficLand continuing as the surviving
company of the Merger and as a wholly owned subsidiary of WWO, and (b) the payment of cash and the
delivery of securities to stockholders of TrafficLand in consideration of the Merger;



B. As a material inducement for TrafficLand and the Stockholder Representative to enter into the
Option Agreement and grant to WWO the Option, Parent has caused Network to enter into this License
and Services Agreement and has caused Network to agree to the terms and conditions hereof,
including, without limitation, the payment to TrafficLand of certain fees described herein.



In consideration of the mutual promises and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, TrafficLand and
Network, intending to be legally bound, agree as follows:



1.0 DEFINITIONS




1.1 Definitions. As used herein, the following terms shall have the meanings set forth
below:



“2010 Threshold Amount” means that (a) the TrafficLand Revenue Share earned by TrafficLand during
the 2010 Contract Year is no less than $1,000,000 or (b) Network has entered into Customer
Agreements which according to the terms of such agreements (barring cancellation, termination or
other event beyond Network’s control) will provide no less than $2,500,000 in TrafficLand Revenue
Share during the 2010 Contract Year or later contract years.



“Active MSA” means those MSAs listed in Exhibit A, Item 1 and any Future MSA in which
Licensed Content becomes available during the Term.



“Advertising Inventory” has the meaning ascribed to it in Section 4.1.


 


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“Affiliated Entities” means the affiliated, parent and subsidiary companies of Network but which do
not include Network Affiliates.



“Agreement” means this License and Services Agreement and all Exhibits hereto (which are
incorporated herein and made a part hereof), and all amendments to any of the foregoing.



“Aggregate Licensed Amount” has the meaning ascribed to it in Section 5.3(e).



“Broadcast 3.0” means an enhancement of the Licensed Content which is created by TrafficLand and
that enables users to trace or “fly-over” user-specified driving routes through a combination of
3-D graphics and live traffic camera shots (and which shall include any other graphics package
developed by TrafficLand as a replacement or substitute for the proposed “fly-over” product).



“Broadcast 3.0 Fee” has the meaning ascribed to it in Section 5.3(b).



“Broadcast Customer” means any Exclusive Entity which enters into an agreement with Network, WWO or
any of its affiliated entities to receive the Broadcast Product and/or the VDS.



“Broadcast Product” means the Licensed Content, including all local, regional and national content,
formatted, compressed, modified and adapted for use on broadcast, cable and satellite television.



“Broadcast Product Fee” has the meaning ascribed to it in Section 5.3(a).



“Contract Year” means a twelve (12) month consecutive period of time beginning on the Effective
Date and each anniversary thereof occurring during the Term.



“Customer Agreement” has the meaning ascribed to it in Section 2.5.



“Customization” has the meaning ascribed to it in Section 3.1(b).



“Disclosing Party” has the meaning ascribed to it in Section 6.1(a).



“Documentation” means (a) the specifications and description of the Products provided in this
Agreement and all Exhibits thereto and (b) any additional written documentation related to the
Products and any Update that TrafficLand provides to Network, including all technical
documentation, user manuals and demonstration materials.



“DOT” means a Department of Transportation (or similar regulatory body, department or agency) of
any government, state, province or other political subdivision thereof, of the United State of
America, any foreign government, any state of the United States of America, or any municipality or
other political subdivision thereof.



“DOT Services” has the meaning ascribed to it in Section 3.1(f).



“Exclusive Entities” means any terrestrial, satellite or digital radio station, any broadcast,
cable or satellite television station and any newspaper.



“Exclusive Period” means for each and every period of time during the Term of this Agreement in
which Network has paid for the privilege of exclusive rights as described more fully in Section
2.3(d).


 


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“Fee” has the meaning ascribed to it in Section 5.1.



“First February 20 Payment” has the meaning ascribed to it in Section 2.3(d)(iii).



“First January 31 Payment” has the meaning ascribed to it in Section 2.3(d)(ii).



“First June 30 Payment” has the meaning ascribed to it in Section 2.3(d)(v).



“Future MSA” means those MSAs listed in Exhibit D, Item 1.



“Gross Advertising Revenue” means all money and other revenue actually collected by Network during
each Contract Year from the sales of Advertising Inventory.



“Indemnified Party” has the meaning ascribed to it in Section 7.6.



“Indemnifying Party” has the meaning ascribed to it in Section 7.6.



“Intellectual Property Rights” means all intellectual property and other similar proprietary
rights, in any jurisdiction, whether owned or held for use under license, including such rights in
and to: (a) trade secrets, know-how and other confidential or non-public business information; (b)
original works of authorship, whether copyrightable or not; copyrights and any moral rights
relating thereto; (c) trademarks, service marks, trade dress and other indications of origin; (d)
patent rights, inventors’ certificates and invention disclosures; and (e) computer systems,
including programs, software, object and source code, databases, algorithms, and documentation
therefore in each case including all copyrights therefore.



“Initial Payment” has the meaning ascribed to it in Section 2.1.



“Initial Period” means the period beginning upon the Effective Date and ending on December 31,
2009.



“Licensed Content” means the content provided by TrafficLand to Network, as further described in
Exhibit A, including all text, data, images, materials, video feeds and other content, and
any Updates thereto, which shall be at least equivalent in quality and geographic scope as the
content available at www.trafficland.com.



“Merger Agreement” has the meaning ascribed to it in the Recitals.



“MSA” means a metropolitan statistical area as determined by the census bureau and as specifically
set forth in Exhibit H.



“Nationwide Customer” has the meaning ascribed to it in Exhibit C, Part II.



“Net Advertising Revenue” means the Gross Advertising Revenue less all actual costs incurred by
Network in connection with selling the Advertising Inventory, including third party agency
commissions, if any (not to exceed 15%).



“Network Affiliate” means any of the entities listed on Exhibit K and any additional entity which
enters into an agreement with Network for any Product during the Exclusive Period.



“Network Cameras” has the meaning ascribed to it in Section 3.1(d)(i).


 


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“Network Camera Content” has the meaning ascribed to it in Section 3.1(d)(i).



“Network Contacts” has the meaning ascribed to it in Section 2.3(e).



“Network Product” means Network’s products and services, including Network’s “Real Traffic”
products, traffic anchor services and traffic graphics packages, all as may be offered by Network
from time to time but which for purposes of this definition shall not include Products.



“New Application” has the meaning ascribed to it in Section 3.2.



“New Offering” has the meaning ascribed to it in Section 2.3(g)(ii).



“Non-Cash Amounts” has the meaning ascribed to it in Section 5.3(f)(iii).



“Notice” has the meaning ascribed to it in Section 9.2.



“Out-of-Territory Content” has the meaning ascribed to it in Section 2.3(g)(i).



“Party” or “party” means either one of the parties hereto and “Parties” or “parties” means both of
the parties hereto.



“Prepayment” has the meaning ascribed to it in Section 5.2.



“Products” means, collectively, the Broadcast Product, the Web Product and the VDS and all Updates
thereto.



“Project Manager” has the meaning ascribed to it in Section 9.3.



“Rate Card” means the rates as set forth opposite each applicable Product in the chart provided in
Exhibit I.



“Receiving Party” has the meaning ascribed to it in Section 6.1(a).



“Refresh Rate” means the interval in which the Licensed Content will be refreshed/made current.



“Rights” has the meaning ascribed to it in Section 2.3(d)(i).



“Second February 20 Payment” has the meaning ascribed to it in Section 2.3(d)(iv).



“Second February 20 Payment — Discounted Basis” has the meaning ascribed to it in Section
2.3(d)(iv).



“Second February 20 Payment — Non-Discounted Basis” has the meaning ascribed to it in Section
2.3(d)(iv).



“Second January 31 Payment” has the meaning ascribed to it in Section 2.3(d)(iv).



“Second January 31 Payment — Discounted Basis” has the meaning ascribed to it in Section
2.3(d)(iv).


 


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“Second January 31 Payment — Interim Non-Discounted Basis” has the meaning ascribed to it in
Section 2.3(d)(iv).



“Second January 31 Payment — Final Non-Discounted Basis” has the meaning ascribed to it in
Section 2.3(d)(iv).



“Second June 30 Payment” has the meaning ascribed to it in Section 2.3(d)(v).



“Second June 30 Payment — Non-Discounted Basis” has the meaning ascribed to it in Section
2.3(d)(v).



“Second June 30 Payment — Discounted Basis” has the meaning ascribed to it in Section
2.3(d)(v).



“Statement of Work” has the meaning ascribed to it in Section 3.1(b).



“Term” has the meaning ascribed to it in Section 8.1.



“Territory” means the United States and Canada and all of their respective territories.



“Testing Period” has the meaning ascribed to it in Section 3.1(c).



“Third Party” means a person or entity other than a Party or its affiliates.



“TrafficLand Existing Agreements” means those agreements entered into between TrafficLand and a
customer prior to the Effective Date with respect to the Licensed Content and/or the VDS and set
forth on Exhibit C, Part I which exhibit states the name of the parties thereto, the date
of the agreement and the expiration date.



“TrafficLand Existing Customer” means a Third Party which is a party to a TrafficLand Existing
Agreement.



“TrafficLand Marks” means the trademarks, service marks and logos specified in Exhibit B.



“TrafficLand Patents” has the meaning ascribed to it in Section 3.4.



“TrafficLand Services” has the meaning ascribed to it in Section 3.1.



“TrafficLand Revenue Share” has the meaning ascribed to it in Section 5.3(e).



“TrafficLand Terms and Conditions” are as set forth in Exhibit L attached hereto.



“Update” means updates, refreshes, corrections and other modifications to the Licensed Content and
those updates set forth in Exhibit D.



“VDS” means those services described in Section 3.1(e) and Exhibit E.



“VDS Fee” has the meaning ascribed to it in Section 5.3(d).



“Web Customer” means any Exclusive Entity which enters into an agreement with Network (or its
affiliates) to receive the Web Product.


 


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“Web Product Fee” has the meaning ascribed to it in Section 5.2(c).



“Web Product” means the Licensed Content, including all local, regional and national content,
formatted, compressed, modified and adapted for use on any digital media platform or player,
whether now existing or hereafter developed, including handheld mobile devices and GSM or
CDMA-enabled devices.



“WWO” means Westwood One, Inc., parent company of Network.



2.0 LICENSE



2.1 License. Upon complete execution hereof by the parties and payment by Network to
TrafficLand of Seven Hundred and Fifty Thousand Dollars ($750,000) (“Initial Payment”) TrafficLand
hereby grants to Network (and its Affiliated Entities) and Network hereby accepts, on behalf of
itself and its Affiliated Entities, a royalty-free, non-exclusive (subject to Section
2.3(d)) right and license in the Territory during the Term (as certain rights may be extended
pursuant to Section 8.7) to (a) use, copy, distribute, create derivative works based on,
publicly perform (including by digital transmission), display, host, reformat, compile and modify
the Licensed Content and the Products solely for Network’s own use and in connection with the
marketing, distributing, licensing, exhibiting and exploiting the Licensed Content and the Products
to Broadcast Customers and Web Customers as described in Sections 2.3 (a), 2.3(b) and
2.3(c), and (b) use the TrafficLand Marks in connection with the promotion and distribution of
the same. This License includes the right to market and distribute the Licensed Content and
Products as otherwise provided for herein, and to bundle the Licensed Content and Products into
Network Products, provided, however, that in no event will Network modify the Licensed Content
other than to include in a Product in the format delivered by TrafficLand to show either J-PEG or
streaming images of traffic (or any upgrades thereto) and all attendant images thereto.



2.2 License Limitations. Where Network displays any of the Licensed Content and Products,
Network must comply with the TrafficLand Terms and Conditions.



2.3 Rights Granted; Exclusivity.



(a) Broadcast Product. The rights granted to Network (and its Affiliated Entities)
herein include the exclusive right (which right shall remain exclusive subject to satisfaction of
the conditions set forth in Section 2.3(d), below) to market, promote, offer for sale,
sell, distribute and sublicense the Broadcast Product, either alone or in combination with any
Network Product, to Exclusive Entities. To the extent the term of any Customer Agreement extends
beyond the expiration or earlier termination of this Agreement, the rights granted under this
Section 2.3(a) with respect to such Customer Agreement shall continue until the date of
expiration or earlier termination of such Customer Agreement in accordance with Section
8.7.



(b) Web Product. The rights granted to Network (and its Affiliated Entities) herein
include the exclusive right (which right shall remain exclusive subject to satisfaction of the
conditions set forth in Section 2.3(d), below) to market, promote, offer for sale, sell,
distribute and sublicense the Web Product either alone or in combination with any Network Product,
to Exclusive Entities. To the extent the term of any Customer Agreement extends beyond the
expiration or earlier termination of this Agreement, the rights granted under this Section
2.3(b) with respect to such Customer Agreement shall extend until the date of expiration or
earlier termination of such Customer Agreement in accordance with Section 8.7.


 


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(c) VDS. The rights granted to Network (and its Affiliated Entities) herein include
the exclusive right (which right shall remain exclusive subject to satisfaction of the conditions
set forth in Section 2.3(d), below) to market, promote, offer for sale, sell, distribute
and sublicense VDS, either alone or in combination with any Network Product, to Broadcast Customers
and Web Customers. To the extent the term of any Customer Agreement extends beyond the expiration
or earlier termination of this Agreement, the rights granted under this Section 2.3(c) with
respect to such Customer Agreement shall extend until the date of expiration or earlier termination
of such Customer Agreement in accordance with Section 8.7.



(d) Exclusivity; Payments Due.



(i) Initial Payment. Upon payment of the Initial Payment, the rights granted to
Network set forth in Sections 2.3(a), 2.3(b) and 2.3(c) (collectively, the
"Rights”) shall be exclusive for the period from the date hereof through and including January 31,
2009 and the exclusivity of the Rights granted hereunder shall terminate automatically without
notice on February 1, 2009 and shall not be extended except pursuant to Section 2.3(d)(ii).



(ii) First January 31 Payment. If the Initial Payment is timely made, Network shall
have the sole and exclusive right to purchase an extension of the Exclusive Period by paying to
TrafficLand an additional $750,000 on or before January 31, 2009 (the “First January 31 Payment”).
Provided that the First January 31 Payment is made, the Rights shall be exclusive for the period
from February 1, 2009 through and including February 20, 2009 and the exclusivity of the Rights
granted hereunder shall terminate automatically without notice on February 21, 2009 and shall not
be extended except pursuant to Section 2.3(d)(iii). For the avoidance of doubt, in the
event that Network fails to purchase an extension of the Exclusive Period under this Section
2.3(d)(ii) by paying the First January 31 Payment on or before January 31, 2009, (I) the
exclusivity of the Rights granted hereunder shall terminate automatically without notice on
February 1, 2009 and shall not be extended, (II) this Agreement shall remain in full force and
effect, but the Rights granted to Network hereunder shall remain non-exclusive for the remainder of
the Term, and (III) Sections 2.3(d)(iii), 2.3(d)(iv) and 2.3(d)(v) shall be
disregarded.



(iii) First February 20 Payment. If the Initial Payment and First January 31
Payment are timely made, Network shall have the sole and exclusive right to purchase an extension
of the Exclusive Period by paying to TrafficLand an additional $750,000 on or before February 20,
2009 (the “First February 20 Payment”). Provided that the First February 20 Payment is made, the
Rights shall be exclusive for the period from February 21, 2009 through and including April 30,
2009 and the exclusivity of the Rights granted hereunder shall terminate automatically without
notice on May 1, 2009 and shall not be extended except pursuant to Section 2.3(d)(iv). For
the avoidance of doubt, in the event that Network fails to purchase an extension of the Exclusive
Period under this Section 2.3(d)(iii) by paying the First February 20 Payment on or before
February 20, 2009, (I) the exclusivity of the Rights granted hereunder shall terminate
automatically without notice on February 21, 2009 and shall not be extended, (II) this Agreement
shall remain in full force and effect, but the Rights granted to Network hereunder shall remain
non-exclusive for the remainder of the Term, and (III) Sections 2.3(d)(iv) and
2.3(d)(v) shall be disregarded.


 


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(iv) Second January 31 Payment and Second February 20 Payment. If the Initial
Payment, First January 31 Payment and First February 20 Payment are timely made, Network shall have
the sole and exclusive right to purchase an extension of the Exclusive Period by paying to
TrafficLand (A) either (I) an additional sum of $750,000 on or before January 31, 2009 (the “Second
January 31 Payment — Discounted Basis”, (II) an additional sum of
$755,000 on or before February 20, 2009 (the “Second January 31 Payment — Interim
Non-Discounted Basis”) or (III) an additional sum of $780,000 on or before April 30, 2009 (the
"Second January 31 Payment — Final Non-Discounted Basis” and, together with the Second January 31
Payment —Discounted Basis and the Second January 31 Payment — Interim Non-Discounted Basis, the
"Second January 31 Payment”) and (B) either (IV) an additional sum of $750,000 on or before
February 20, 2009 (the “Second February 20 Payment — Discounted Basis”) or (V) an additional sum of
$767,500 on or before April 30, 2009 (the “Second February 20 Payment — Non-Discounted Basis” and,
together with the Second February 20 Payment — Discounted Basis, the “Second February 20
Payment”). Provided that the Second January 31 Payment and the Second February 20 Payment are
made, the Rights shall be exclusive for the period from May 1, 2009 through and including December
31, 2010 and the exclusivity of the Rights granted hereunder shall terminate automatically without
notice on January 1, 2011 and shall not be extended except pursuant to Section 2.3(d)(v).
For the avoidance of doubt, in the event that either (C) Network fails to purchase an extension of
the Exclusive Period under this Section 2.3(d)(iv) by paying the Second January 31 Payment
- Discounted Basis on or before January 31, 2009, fails to purchase an extension of the Exclusive
Period under this Section 2.3(d)(iv) by paying the Second January 31 Payment — Interim
Non-Discounted Basis on or before February 20, 2009, and fails to purchase an extension of the
Exclusive Period under this Section 2.3(d)(iv) by paying the Second January 31 Payment —
Final Non-Discounted Basis on or before April 30, 2009, or (D) Network fails to purchase an
extension of the Exclusive Period under this Section 2.3(d)(iv) by paying the Second
February 20 Payment — Discounted Basis on or before February 20, 2009 and fails to purchase an
extension of the Exclusive Period under this Section 2.3(d)(iv) by paying the Second
February 20 Payment — Non-Discounted Basis on or before April 30, 2009, then (X) the exclusivity
of the Rights granted hereunder shall terminate automatically without notice on May 1, 2009 and
shall not be extended, (Y) this Agreement shall remain in full force and effect, but the Rights
granted to Network hereunder shall remain non-exclusive for the remainder of the Term, and (Z)
Section 2.3(d)(v) shall be disregarded.



(v) First June 30 Payment and Second June 30 Payment. If the Initial Payment, First
January 31 Payment, Second January 31 Payment, First February 20 Payment and Second February 20
Payment are timely made, Network shall have the sole and exclusive right to purchase an extension
of the Exclusive Period by paying to TrafficLand (A) an additional sum of $1,375,000 (the “First
June 30 Payment”) on or before June 30, 2009 and (B) either (I) an additional sum of
$1,375,500 on or before June 30, 2009 (the “Second June 30 Payment — Discounted Basis”) or (II) an
additional sum of $1,403,000 (the “Second June 30 Payment — Non-Discounted Basis” and, together
with the Second June 30 Payment —Discounted Basis, the “Second June 30 Payment”) on or before
August 31, 2009. Provided that the First June 30 Payment and the Second June 30 Payment are made,
the Rights shall be exclusive for the period from January 1, 2011 through and including December
31, 2011 and the exclusivity of the Rights granted hereunder shall terminate automatically without
notice on January 1, 2012 and shall not be extended except pursuant to Section 2.3(d)(vi).
For the avoidance of doubt, in the event that either (C) Network fails to purchase an extension of
the Exclusive Period under this Section 2.3(d)(v) by paying the First June 30 Payment on
or before June 30, 2009 or (D) Network fails to purchase an extension of the Exclusive Period under
this Section 2.3(d)(v) by paying the Second June 30 Payment — Discounted Basis on or
before June 30, 2009 and fails to purchase an extension of the Exclusive Period under this
Section 2.3(d)(v) by paying the Second June 30 Payment — Non-Discounted Basis on or before
August 31, 2009, then (X) the exclusivity of the Rights granted hereunder shall terminate
automatically without notice on December 31, 2010 and (Y) this Agreement shall remain in full force
and effect, but the Rights granted to Network hereunder shall remain non-exclusive for the
remainder of the Term.


 


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(vi) Further Exclusivity Arrangements. Notwithstanding any provision herein to the
contrary, with respect to the exclusivity provisions provided herein, the following shall apply:



(I) In the event that (A) WWO exercises the Option, (B) the Merger Agreement is entered into,
(C) the Merger Agreement is terminated pursuant to Section 10.1(a)(vi) of the Merger
Agreement and (D) Network has paid all of the amounts due under Sections 2.3(d)(i) — (v)
prior to such termination, then (x) the Exclusive Period automatically shall extend until December
31, 2012, and (y) the Term automatically shall extend until December 31, 2012; and



(II) Subject to Section 2.4(b), in the event that Network has paid all amounts due
under Sections 2.3(d)(i) — (v) and (A) the Exclusive Period extends until December 31,
2011 (as otherwise provided herein), then Network agrees that notwithstanding anything to the
contrary, if Network shall fail to meet the 2010 Threshold Amount on or before December 31, 2010
then the Exclusive Period granted hereunder shall terminate automatically without notice on
December 31, 2010, or (B) the Term of the exclusivity extends until December 31, 2012 (as provided
in Section 2.3(d)(vi)(I)), then Network agrees that notwithstanding anything to the
contrary, if Network shall fail to meet the 2010 Threshold Amount on or before December 31, 2010
then the exclusivity of the Rights granted hereunder shall terminate automatically without notice
on December 31, 2011. Notwithstanding the foregoing, in the event that the failure of Network to
meet the 2010 Threshold Amount as provided above is due to TrafficLand’s failure to meet the
requirements set forth in the fourth sentence of Section 2.4(b), then the provisions of
this Section 2.3(d)(vi)(II) shall no longer apply and the exclusivity shall continue until
December 31, 2011 or December 31, 2012, as the case may be and as provided elsewhere herein.



(e) Non-Exclusivity. If the Exclusive Period terminates at any time pursuant to the
terms of this Agreement, then, for the remainder of the Term, Network’s Rights shall be
non-exclusive. Notwithstanding the foregoing, upon the expiration of the Exclusive Period granted
hereunder, TrafficLand agrees (i) that until the expiration of the Term, neither TrafficLand, its
affiliates or any Third Party on behalf of TrafficLand or its affiliates will enter into any
agreement for Licensed Content with any Network Affiliate (except in the event that a Network
Affiliate is also a TrafficLand Existing Customer, in which event Section 2.3(f) below
shall apply), and (ii) that with respect to entities that are not Network Affiliates, but which
Network contacted directly either in person or by telephone at any time during the Exclusive Period
in connection with licensing of the Products (referred to as “Network Contacts”) and about which
Network has provided TrafficLand the information required by Section 4.3(d), Network shall
have the exclusive right for a period of one (1) year after the expiration of the Exclusive Period
hereunder to enter into an agreement for the Licensed Content with all such Network Contacts. For
the avoidance of doubt, the Parties recognize and agree that TrafficLand will continue to provide
products and services which may be similar to the Licensed Content pursuant to the terms of the
TrafficLand Existing Agreements and nothing herein shall prevent TrafficLand from doing the same
provided, however, that at any time during which Network’s Rights hereunder are exclusive,
TrafficLand will not amend, alter, renew, extend or otherwise modify any TrafficLand Existing
Agreement, except as otherwise specifically provided for in Section 2.3(f) below. When the
Exclusive Period terminates, TrafficLand may conduct business in any manner not specifically
prohibited by this Section 2.3(e).



(f) TrafficLand Existing Customers. Notwithstanding Network’s exclusive rights as set
forth in Section 2.3(d) above, with respect to TrafficLand Existing Customers:


 


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(i) TrafficLand shall continue to be permitted to service all such customers for the duration
of the Term. Any renewal, amendment, extension or other modification of any existing agreement
(which includes any “automatic renewal or extension” contemplated therein) (I) shall only be
entered into if there is no material change to the grant of rights or territory (i.e. MSA) that is
applicable to such customer as of the Effective Date and (II) shall not be inconsistent in any
manner with the rights provided to Network herein. Additionally, prior to re-signing, renewing,
amending, extending or otherwise modifying any TrafficLand Existing Agreement with a TrafficLand
Existing Customer, TrafficLand agrees to meet with Network and discuss whether such customer is a
candidate to license Network Products, it being understood that except for conducting such meeting
there shall be no obligation for any TrafficLand Existing Customer to actually license from Network
any of the Network Products; and



(ii) With respect to the Nationwide Customer (and any of its affiliated entities), in
addition to the restrictions set forth in Section 2.3(f)(i) above, TrafficLand agrees: (I)
within thirty (30) days after the Effective Date (or some other time as the Parties shall mutually
agree) to meet with Network and develop a comprehensive approach to providing both Licensed Content
and Network Product to the Nationwide Customer during the Term; and (II) that during the Exclusive
Period, any proposed revision, amendment, extension, replacement or modification of the agreement
between TrafficLand and the Nationwide Customer will be subject to the mutual approval of the
parties hereto; provided, however, that this Section 2.3(f)(ii) shall not prevent
TrafficLand from amending, revising or modifying its current agreement with the Nationwide Customer
so long as any changes to the existing agreement are not material changes in the grant of rights,
length of term, compensation or any other material provision and are not otherwise inconsistent
with the exclusive rights granted to Network hereunder.



(iii) If TrafficLand renews, amends, extends, or otherwise modifies any existing agreement
with a TrafficLand Existing Customer, it shall advise Network of such change, including any
applicable pricing change on or before the fifteenth (15th) day of each calendar
quarter. If any such renewed, amended, extended, or otherwise modified agreement with a
TrafficLand Existing Customer provides for prices that are less than the amounts set forth in the
Rate Card, and if Network so requests, TrafficLand shall in good faith consider (I) lowering the
amounts set forth in the Rate Card; and/or (II) permitting Network in certain instances to charge
amounts that are less than the amounts set forth in the Rate Card.



(g) Right of First Refusal. In the event that TrafficLand (i) collects content from
locations outside the Territory (“Out-of-Territory Content”) or (ii) creates, develops or licenses
from a Third Party any new product, technology or service (which shall, subject to Section
3.1(c), include Broadcast 3.0) (each a “New Offering”), and wishes to license any of the same
to any Exclusive Entities whether in the Territory or out of the Territory, TrafficLand shall
promptly provide Network with written notice of the same. If, within thirty (30) days of such
notice, Network provides written notice to TrafficLand of Network’s interest in licensing and
distributing such Out-of-Territory Content or New Offering, TrafficLand shall then negotiate in
good faith exclusively with Network to reach a mutually agreeable arrangement with respect to the
distribution of such Out-of-Territory Content or New Offering for a period of (i) fifteen (15) days
in the case of Out-of-Territory Content and (ii) ninety (90) days in the case of a New Offering.
If the Parties cannot reach an agreement within such period, TrafficLand may enter into an
agreement with any other party for distribution of the Out-of-Territory Content or New Offering,
provided that such agreement is completed upon terms more favorable to TrafficLand
than the terms last proposed by Network during the exclusive negotiating period for distribution of
such Out-of-Territory Content or New Offering; otherwise, TrafficLand shall re-offer to Network the
ability to close an agreement with Network on such prior terms. Notwithstanding the
foregoing, in no event shall TrafficLand license (or allow any other Third Party to license) any
New Offering to any Exclusive Entities within the Territory prior to the expiration of the
Exclusive Period, provided however that TrafficLand may license a New Offering to any TrafficLand
Existing Customer provided it licenses the New Offering at the same rate as otherwise agreed to
with Network, or if Network and TrafficLand have not agreed upon a rate, at the last rate offered
by TrafficLand to Network.


 


Page 10 









 





2.4 Access, Delivery; Updates.



(a) Access, Delivery. For each Active MSA, TrafficLand will make the Products
available for download as Network directs by HTTPS, HTTP, or some other mutually agreeable
protocol. Without limiting the foregoing, any such electronic format will enable Network to access
and/or download, as applicable, the Products on a basis no less favorable than TrafficLand provides
to any other Third Party (absent any technical obstacle which may exist from time-to-time that
would prevent TrafficLand from fulfilling this obligation). At all times during the Term, for each
Active MSA TrafficLand will make the Products available to Network pursuant to the following time
periods: (A) Broadcast Product shall be delivered to Network (and/or its Broadcast Partners) no
later than fifteen (15) days after the successful installation of required additional telco circuit
(it being understood that a telco circuit typically takes 30-45 calendar days to install); (B) Web
Product shall be delivered to Network (and/or its affiliates or Web Customers) no later than five
(5) business days after the request therefore; and (C) VDS shall be delivered to Network (and/or
its affiliates or Broadcast Customers) no later than five (5) business days after the request
therefor. In the event that the Products include URLs, any such URL provided by TrafficLand will
link directly to a page on TrafficLand’s website that contains, and is directly relevant to, the
Product. Network will protect the Products from unauthorized use in the same manner that Network
protects its own content and services.



(b) Updates. Subject to the terms of this Agreement, TrafficLand will provide the
Updates to the Licensed Content outlined in Exhibit D on or near the dates described therein and
shall make available to Network all Updates made available to TrafficLand’s other licensees.
TrafficLand may also, from time-to-time, deliver additional Updates provided that
no such Update removes or reduces functionality or otherwise adversely impacts the performance or
functionality of the Products. The providing of Updates during the Term will be done on a
continuing basis by TrafficLand using commercially reasonable good faith efforts and in a manner
that is consistent with TrafficLand’s past practices. Specifically, with respect to Future MSAs,
TrafficLand agrees that during the Contract Years ending 2009 and 2010, respectively, TrafficLand
will enter into agreements with DOTs which will cover no less than 46 MSAs in 2009 (of which no
fewer than 29 will include a coverage area in the top 50 MSAs) and 71 MSAs in 2010 (of which no
fewer than 45 will include a coverage area in the top 50 MSAs). In the event that TrafficLand
fails to meet the requirements in any given Contract Year as provided in the forgoing sentence,
then Network is relieved of its obligation to meet the 2010 Threshold Amount as otherwise provided
in Section 2.3(d)(vi)(II). In making and scheduling Updates, TrafficLand shall
meaningfully consult with Network and consider any feedback provided by Network. Network shall
have the opportunity to test and accept Updates in accordance with Section 3.2.


 


Page 11 









 





2.5 Customer Agreements. Network agrees to cause all Broadcast Customers and Web Customers
that use the Products pursuant to the terms and conditions of this Agreement to enter into an
agreement with Network (each a “Customer Agreement”) that requires each such customer to (a)
adhere to the restrictions for the use of such Product as set forth herein, (b) to
follow the TrafficLand Terms and Conditions and (c) to include in a customary notice provision
anywhere a Product is made available digitally that capturing, screen scraping and other
unauthorized use of such Product is prohibited. Each Customer Agreement shall be entered into
between Network and such applicable customer, and the terms and conditions of all such agreements
shall be based upon Network’s customary agreements which it enters into with its own customers from
time to time. Network and its customers may hyperlink the “TrafficLand.com” logo attribution to
TrafficLand’s live video stream on TrafficLand’s website for that particular video feed. Network
agrees not to enter into Customer Agreements for Licensed Content or Products with a term of
greater than three (3) years without the express written consent of TrafficLand, and such Customer
Agreements may not be renewed for more than two (2) additional years without the express written
consent of TrafficLand, all as otherwise provided in Section 8.7(a).



2.6 TrafficLand’s Reservation of Rights. Subject to the license granted hereunder with
respect to the Rights, as between the Parties, TrafficLand retains any right, title and interest in
and to the Licensed Content in accordance with and subject to applicable law.



2.7 Network’s Reservation of Rights. Notwithstanding anything to the contrary, TrafficLand
acknowledges and agrees that it will not have any right, title or interest in any information,
content, or data, including all Network Products, used by Network or its affiliates, in conjunction
with or in association with the Products, including the non-TrafficLand aspects of Network Products
that may include the Products. Network, its affiliates and/or its licensors retain all right,
title and interest in and to the Network Products provided that it is understood
that TrafficLand shall have no right to any Network Product even if Licensed Content is included
therein (but which shall have no bearing on TrafficLand’s continued ownership of Licensed Content).
Additionally, TrafficLand understands and agrees that nothing in this Agreement will prevent or
restrict Network from using content Network obtains from a source other than TrafficLand under this
Agreement.



3.0 TRAFFICLAND SERVICES




3.1 Services. In addition to the rights granted to Network above, in exchange for the
Initial Payment, and other good and valuable consideration received hereunder, TrafficLand shall
provide to Network the services described in this Section 3.1 and in the Exhibits
referenced in this Section 3.1 (the “TrafficLand Services”). The TrafficLand Services
shall include the following:



(a) Referrals. During the Exclusive Period, TrafficLand shall promptly notify Network
of all leads, requests for information, requests for licenses and similar information known to or
received by TrafficLand from any Exclusive Entities (including Network Affiliates) seeking any of
the Products, except for TrafficLand Existing Customers (which are otherwise covered by Section
2.3(f)).



(b) Customizations. From time-to-time during the Term, Network may request that
TrafficLand develop for Network a modification or enhancement of the Products to provide certain
functionality or compatibility with a Network Product as desired by Network (each, a
"Customization”). The specifications and terms of development for such Customization will be set
forth in a Statement of Work in the form of Exhibit F (the “Statement of Work”) which shall
be executed by both Parties and shall reference this Agreement and be made a part hereof. Each
Statement of Work shall be negotiated by Network and TrafficLand and shall set forth any additional
terms and conditions under which TrafficLand will provide the Customization to
Network, including a set


 


Page 12 









 






of measurable functional and performance specifications and/or
service levels for the purpose of permitting testing and acceptance of such Customization, the
timeframe for the completion of such Customization, the estimated cost, and, as applicable, the
rate at which such Customization will be provided to customers and any share of revenue between the
Parties generated from the distribution of such Customization. Unless otherwise agreed by the
Network in writing, Network shall have the perpetual exclusive right to offer for sale, sell and
distribute all Customizations. For avoidance of doubt it is understood that a Statement of Work
may only be effective at such time that both parties have executed the same.



(c) Future Developments. TrafficLand shall use commercially reasonable efforts to
complete development of Broadcast 3.0 on or before June 30 2009. During such development period,
Network shall be included in development discussions (including being provided with a copy of all
deliverables and specifications of Broadcast 3.0 as they are being developed) so that Network can
provide meaningful input in the development and progress of the same in order that the finished
product meets Network’s reasonable expectations. For avoidance of doubt it is the parties’ intent
that Broadcast 3.0 be a “best in class” traffic graphics television product. Upon the release of
Broadcast 3.0, Network shall have the exclusive right to access, use and test, pursuant to
Section 3.2, Broadcast 3.0 for a period of ninety (90) days (“Testing Period”) during which
time Network will work with TrafficLand to confirm that Broadcast 3.0 is ready to deliver to
Broadcast Customers, TrafficLand agreeing to work with Network in good faith to correct any
deficiencies in Broadcast 3.0 of which TrafficLand has been notified by Network. To the extent
that Network wishes to change Broadcast 3.0 in a manner which in TrafficLand’s good faith judgment
would represent a material, unbudgeted change to the specifications from which Broadcast 3.0 was
created, then such change shall be deemed a Customization and the parties hereto shall follow the
procedures set forth in Section 3.1(b), provided that there shall be no
obligation for Network to agree to pay for such Customization nor an obligation for TrafficLand to
accept terms of any Customization. At the conclusion of such Testing Period, provided
that Network and TrafficLand have agreed upon the licensing fees associated with Broadcast
3.0, then Network shall have the exclusive right to market, promote, offer for sale, sell,
distribute and sublicense Broadcast 3.0 for Broadcast Clients and Web Clients for the duration of
the Term, or if Broadcast 3.0 is delivered at any time during 2011, then for a period of one (1)
year from the completion of the Testing Period, provided, however, that notwithstanding the
foregoing, TrafficLand shall be permitted to license Broadcast 3.0 to TrafficLand Existing
Customers (and to any Third Party for use that is not competitive to the Broadcast Product or the
Web Product) at any time after the completion of the Testing Period. In the event that the parties
are unable to reach an agreement for the terms of the licensing of Broadcast 3.0, then
notwithstanding the foregoing, in no event shall Broadcast 3.0 be licensed by TrafficLand to any
Exclusive Entity for a period of one (1) year after the Testing Period (except that TrafficLand
will continue to be permitted to license Broadcast 3.0 to TrafficLand Existing Customers as
otherwise permitted above (provided further that all such licenses are completed at the TrafficLand
“asking price” as last presented to Network). If Network is interested in licensing and
distributing Broadcast 3.0, Network shall provide written notice of the same to TrafficLand no
later than the date of the expiration of the Testing Period. Upon receipt of such notice,
Broadcast 3.0 shall be deemed part of the Broadcast Product and, except as provided under
Section 5.2(b), rights equivalent to those rights granted hereunder with respect to the
Broadcast Product shall thereby, with no further action needed by either Party, be granted with
respect to Broadcast 3.0. In the event that Network fails to provide such notice before the
expiration of the Testing Period, then TrafficLand will request Network to confirm whether it
intends to license Broadcast 3.0 before TrafficLand begins to offer it itself or to others.
TrafficLand will consult with Network regarding the schedule of markets in which Broadcast 3.0
shall be made available and the timing of availability of Broadcast 3.0 in such markets.


 


Page 13 









 






(d) Network Cameras.



(i) TrafficLand will undertake a review of the geographical coverage of each of Network’s
proprietary cameras (“Network Cameras”) to determine the feasibility of digitizing the Network
Cameras and which of the Network Cameras may provide coverage that is redundant of the Licensed
Content. After this work is complete, TrafficLand will oversee all efforts to digitize all of the
Network Cameras so that each Network Camera is capable of being displayed digitally (i.e. all
images, data and feeds from the Network Cameras that Network selects (the resulting content being
referred to as the “Network Camera Content”) shall be capable of being displayed); such that the
Network Camera Content is (A) subject to Section 3.1(d)(ii), capable of being incorporated
into the Licensed Content, (B) made available to Network in the manner described in Sections
2.1 and 2.3, and (C) of the quality, and accessible to the same degree, as the Licensed
Content. The responsibilities of each party for the digitization of Network Cameras (including
responsibility for the costs associated therewith) shall be as set forth in Exhibit M attached
hereto.



(ii) With respect to the Network Camera Content the following will apply: (A) Network shall
in its sole discretion decide which of the Network Camera Content may be included as Licensed
Content (understanding that certain Network Camera Content may be subject to existing contractual
obligations which preclude it from including the same) and (B) with respect to so-called “Glamour
Cameras” (i.e. existing cameras which feature shots from unique/advantageous perspectives which are
desirable for television broadcast) the parties shall negotiate any special pricing considerations
in good faith prior to inclusion of any such cameras as Licensed Content, the decision to include
at all times remaining with Network.



(e) Video Distribution Services. During the Term, TrafficLand will provide to Network
HTML code and other services sufficient to facilitate Network’s inclusion of TrafficLand’s
so-called “Video Distribution Services” (“VDS”), as the same may be Updated from time to time,
within all of Network’s operations centers, subject to the following:



(i) Network will be provided with a blanket license which will allow for the use of the VDS
in various Network operations centers (as designated by Network from time to time) for up to as
many concurrent users as it desires, provided however, that at all times such license shall be for
a minimum of fifty (50) concurrent users;



(ii) A “concurrent user” means that for each VDS provided, such VDS shall be operated at a
designated work station within a Network operations center, provided that each such
work station may be used and viewed by more than one person within that same operations center;



(iii) For each VDS delivered hereunder, TrafficLand agrees to provide access to an
unlimited use of all available video from each applicable MSA(s) serviced by each particular
operations center in which each VDS is located and as Network shall designate from time to time;
the MSA(s) served by each such operation center shall be designated by Network;



(iv) The license fee due with respect to the VDS as provided under this Section
3.1(e) shall be as otherwise set forth in the Rate Card for an amount equal to $5,000 per month
(for the minimum of fifty (50) concurrent users). In the event that Network requests that more
than fifty (50) concurrent users be provided for at any time during the Term, then TrafficLand
agrees to add all such concurrent users, provided that not less than ten (10)
concurrent users may
be added at any one time by Network and the fee for such additional concurrent users shall be equal
to $1,000 per each ten (10) concurrent users; and


 


Page 14 









 





(v) All amounts payable to TrafficLand pursuant to this Section 3.1(e) shall be
applicable against the Prepayment.



(f) DOT Services. Each of TrafficLand and Network currently provide various services
to various DOTs, including 511 services, consulting services and technical and infrastructure
upgrades (“DOT Services”), as applicable to each Party. The Parties hereby mutually agree,
promptly following the Effective Date, to meet and determine in good faith whether there is any
collaborative effort that the Parties would make collectively with respect to the further providing
and expanding of DOT Services by either of them, although there shall be no obligation on the
parties to come to such an agreement. In addition, the parties generally agree to cooperate in
good faith during the Term with respect to all communications with any of the applicable DOTs which
either of the Parties works with from time to time.



3.2 Testing and Acceptance of the Products. In addition to TrafficLand’s undertakings in
connection with any New Offering, TrafficLand shall during the Term provide notice to Network when
any New Offering, Product, Upgrade or Customization (which, subject to Section 3.1(c),
shall include Broadcast 3.0) (each, a “New Application”) is complete and ready for testing by
Network. Such Notice shall list all known defects contained in the New Application as of the date
of such Notice. Network shall then promptly test the New Application to confirm that it performs
in accordance with any applicable Documentation in all material respects. If Network determines
that such New Application is not acceptable, Network shall provide written notice of the same to
TrafficLand detailing the problem and TrafficLand and Network will work together in good faith to
promptly remedy the problem.



3.3 Level of Service. At all times during the Term, TrafficLand will provide (at its own
cost and expense) support for the Licensed Content, Products and the TrafficLand Services in
accordance with the Service Level Agreement set forth in Exhibit G. In connection with
both the Service Level Agreement and the TrafficLand Terms and Conditions, the parties hereto agree
that no later than sixty (60) days after the execution hereof, that the parties will meet and
review each document to collectively agree in good faith as to any modifications which may be
necessary to either or both of such documents in order to comply with any requirements as set forth
in applicable DOT Agreement and other customary terms for the industry. In the event that the
parties are unable to reach an agreement as to any such amendment then the terms of each document
shall remain in full force and effect.



3.4 Patent Control. TrafficLand represents that it controls the preparation, prosecution
and maintenance of any TrafficLand patent application or patent filed, pending or issued during the
Term (“TrafficLand Patents”), provided that at all times during the Term,
TrafficLand will immediately notify Network of any correspondence regarding the TrafficLand Patents
from the US Patent and Trademark Office or other domestic or foreign government entity and
TrafficLand will meaningfully consult with Network regarding all matters related to or in
connection with the prosecution and maintenance of the TrafficLand Patents, including with respect
to what foreign jurisdictions patent applications will be filed.


 


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4.0 NETWORK OBLIGATIONS




4.1 Advertising Sales. TrafficLand hereby appoints Network at all times during the
Exclusive Period as one of its non-exclusive sales agents, subject to TrafficLand’s existing
advertising
representation agreements as set forth in Exhibit C, with respect to the sale, use and
disposition of all advertising inventory controlled by TrafficLand resulting from any TrafficLand
application on the Internet, world wide web and/or any other digital mobile application (including
banner advertisements, roll-over advertisements, :5, :10, :15, :30 and :60 second commercial
inventory, pre-roll sponsorships, title/program sponsorships, “mentions"/“billboards” and any new
form of advertising created or used at any time during the Term) owned, controlled, or otherwise
inuring to the benefit of TrafficLand during the Term (“Advertising Inventory”). Network hereby
accepts such appointment. If Network notifies TrafficLand that it has hired dedicated digital
salespersons, TrafficLand will give good faith consideration to commencing an advertising
relationship with Network upon the expiration of TrafficLand’s contracts with existing ad sales
representatives. Notwithstanding the foregoing, in no event will TrafficLand modify, extend or
amend either of their existing agreements (as provided in this Section 4.1) or enter into
new agreements covering the same, without providing Network with the first opportunity to expand
its then existing advertising sales capabilities to TrafficLand.



4.2 Marketing Materials. All promotional and marketing materials developed and distributed
by Network in furtherance of Network’s obligations under Section 4.1 are subject to
TrafficLand’s prior approval, which shall not be unreasonably withheld or delayed.



4.3 Customer Contacts. During the Term, Network agrees to keep TrafficLand informed
concerning all third parties that Network contacts with respect to the licensing of Licensed
Content. No later than thirty (30) days after the end of each calendar quarter WON agrees to send
to TrafficLand a list of all such contacts providing both the name of the potential customer, the
person contacted and the mode of communication.



5.0 FEE/PREPAYMENT/REVENUE SHARE/COSTS/ACCOUNTING




5.1 Fees. In addition to the Initial Payment, Network shall pay to TrafficLand certain
fees in accordance with Section 2.3(d) of this Agreement (any such amounts paid under said
Section 2.3(d), plus the Initial Payment paid by Network to TrafficLand on the date hereof,
are collectively referred to herein as the “Fee”).



5.2 Prepayment. An amount equal to forty percent (40%) of the aggregate of all payments
making up the Fee shall be deemed a prepayment against the TrafficLand Revenue Share (the
"Prepayment”) and shall be fully recoupable by Network by withholding amounts otherwise payable to
TrafficLand pursuant to Sections 5.3(a), 5.3(b), 5.3(c) and 5.3(d).
Notwithstanding the foregoing, and for the sake of clarity, it is agreed that (i) if Network fails
to make additional payments beyond the Initial Payment then the provisions of this Section
5.2 shall not be applicable to the Initial Payment and (ii) provided that at
least one (1) additional payment as set forth in Section 2.3(d) is made by Network then the
aggregate of the Initial Payment and all subsequent payments shall be applicable in making the
calculation of the Prepayment as provided for above.



5.3 Licensing Revenue Share. In addition to the amounts payable to TrafficLand pursuant to
Section 5.1 above, TrafficLand shall be entitled to receive as additional consideration
those amounts which are computed as provided in Sections 5.3(a), 5.3(b), 5.3(c)
and 5.3(d) below (i.e. the TrafficLand Revenue Share), but which TrafficLand Revenue Share
shall be applied to the Prepayment, on a continuing basis until such time as the Prepayment is
fully recouped, except as provided for in Section 5.3(e).


 


Page 16 









 





(a) Broadcast Product. Network agrees to use commercially reasonable
efforts to distribute the Broadcast Product at the rates for each MSA as set forth in the Rate Card
(“Broadcast Product Fee”).



(b) Broadcast 3.0. At such time that Broadcast 3.0 is available for
distribution, the Parties shall mutually agree in good faith as to the fee that will be charged to
any Exclusive Entities for the use of Broadcast 3.0 (“Broadcast 3.0 Fee”), and such amount shall
thereafter be deemed the rate as set forth in the Rate Card. The parties agree that any such fee
shall be determined by taking into account the then current pricing of similar type graphic
services being provided by Third Parties and/or Network and financial health of the television
industry as a whole.



(c) Web Product. Network agrees to use commercially reasonable efforts
to distribute the Web Product at the rate for each MSA as set forth in the Rate Card (“Web Product
Fee”). Network may, from time to time, provide a discount for those Web Customers providing a
significant volume of traffic (the determination of what is significant shall be made in good faith
by the Network taking into account the average amount of traffic generated by Web Customers) but
any such discount shall remain subject to TrafficLand’s approval, not to be unreasonably withheld.



(d) VDS. Network, at its sole discretion, may license the VDS to
Broadcast Customers and Web Customers and, in the event that it does so, it shall license the same
at a price for each MSA as set forth in the Rate Card (“VDS Fee ”).



(e) TrafficLand Revenue Share. TrafficLand Revenue Share (as defined
herein) shall be computed as follows:



(i) At the end of each quarter during the Term, Network will make a computation based upon all
Customer Agreements then in effect and will include in such computation the aggregate amounts as
set forth in the Rate Card as are applicable for each of the Broadcast Customers and Web Customers,
all in compliance with Sections 5.3(a) — (d) (the “Aggregate Licensed Amount”).



(ii) From the Aggregate Licensed Amount (and after deduction of any amounts as per
Section 5.8), TrafficLand shall have earned and Network shall pay to TrafficLand an amount
equal to fifty percent (50%) (“TrafficLand Revenue Share”) of the Aggregate Licensed Amount with
the fifty percent (50%) balance of the Aggregate Licensed Amount being retained by Network for its
own account.



(iii) From the TrafficLand Revenue Share, the following additional payments shall be made:
(A) for all amounts earned on or before the expiration of the Initial Period (I) Network shall be
entitled to apply (and keep for its own account) an amount equal to seventy five percent (75%) of
the TrafficLand Revenue Share, which amount shall be applied towards recoupment of the Prepayment;
and (II) the remaining twenty five percent (25%) of the TrafficLand Revenue Share shall be paid to
TrafficLand; and (B) for amounts earned after the expiration of the Initial Period (I) Network
shall be entitled to apply (and keep for its own account) an amount equal to fifty percent (50%) of
the TrafficLand Revenue Share, which amount shall be applied towards recoupment of the Prepayment;
and (II) the remaining fifty percent (50%) of the TrafficLand Revenue Share shall be paid to
TrafficLand. At such time, if ever, that the Prepayment has been reduced to zero, all amounts as
otherwise provided in Section 5.3(e) shall thereafter be paid to TrafficLand. For purposes
of this Section 5.3(e), “amounts
earned” shall mean as earned pursuant to the applicable agreement therefor as opposed to when
such amounts are actually received.


 


Page 17 









 





(iv) For the avoidance of doubt, it is understood that the Aggregate Licensed Amount shall
not include revenue recognized by Network in exchange for Network Products, including any Network
Products sold in combination with a Product. To the extent that Licensed Content is licensed in
connection with Network Products, it may be done so at the sole discretion of Network provided that
the applicable amount as set forth in the Rate Card for the corresponding MSA and corresponding
Licensed Content is included in the computation of the Aggregate Licensed Amount. Additionally, it
is understood that from time to time Network may, at its sole and absolute discretion, accept
barter advertising (“Non-Cash Amounts”) in exchange for Licensed Content from any Broadcast
Customer or Web Customer, provided, however, that in connection with all such
arrangements, Network agrees to allocate for purposes of determining the Aggregate Licensed Amount
hereunder an amount equal to the applicable amount for such Licensed Content as otherwise provided
in the Rate Card for the corresponding MSA.



(f) Additional Agreements.



(i) MSA. The MSA applicable to the market for each Broadcast Customer and Web
Customer for purposes of this Section 5.3 shall be determined as otherwise provided for in
Exhibit H.



(ii) Rate Card Rate. Except as otherwise provided for above, it is agreed that
Network may not enter into a Customer Agreement at a rate that is less than the amount otherwise
set forth in the Rate Card for such applicable Product and applicable MSA, unless it shall have
first received written consent from TrafficLand to do the same.



5.4 Advertising Revenue Share. Network shall pay to TrafficLand fifty percent (50%) of the
Net Advertising Revenue actually collected by Network hereunder during each Contract Year. For the
avoidance of doubt, it is understood that any amounts paid pursuant to this Section 5.4
shall be specifically excluded from the Prepayment reimbursement, and will be paid directly to
TrafficLand as provided in Section 5.6.



5.5 Costs. Unless otherwise expressly stated herein, each Party shall bear one-hundred
percent (100%) of its costs of performance hereunder.



5.6 Payment Terms. The following payment terms shall apply to amounts due hereunder as
follows:



(a) All amounts payable under Section 2.3 shall be paid on the dates indicated in such
Section.



(b) All amounts earned and payable under Section 5.3(e) shall be paid no later than
thirty (30) days following the end of each applicable quarter (ending March 30, June 30, September
30 and December 31).



(c) All amounts payable under Section 5.4 shall be paid within thirty (30) days
following the end of each month during which any Net Advertising Revenue was actually received by
Network.


 


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5.7 Accounting. Together with each payment paid to TrafficLand under Section 5.3
and Section 5.4, Network shall provide to TrafficLand Network’s customary accounting
statement detailing the calculation of such payment. Upon reasonable advance written notice to
Network, TrafficLand and/or its agents shall have the right to inspect Network’s books and records
solely with respect to the fees due to TrafficLand under Sections 5.3 and 5.4
(including the calculation of such fees). Such right of inspection is limited to a review of those
books and records related to fees payable by Network to TrafficLand under Sections 5.3
and 5.4. Such inspection shall take place during regular business hours at the place or
places where such books and records are normally retained by Network. TrafficLand shall pay all
costs it incurs in connection with such inspection. Network shall pay all costs it incurs in
retrieving and assembling such books and records to make the same available to TrafficLand. Any
such inspections shall be conducted only by a certified public accountant approved by Network
(which approval shall not be unreasonably withheld, the so-called “Big Four” accounting firms being
pre-approved), such inspection to be conducted in a manner as not to interfere with Network’s
normal business activities. Network shall be furnished with a copy of such auditor’s report within
thirty (30) days after the completion of such inspection. In no event shall any inspection continue
for longer than ten (10) consecutive days, nor shall inspections be made hereunder more frequently
than once annually, nor shall the records supporting any such statement be audited more than once.
If TrafficLand discovers that Network has under reported any amounts payable to TrafficLand under
Sections 5.3 and 5.4, Network shall promptly pay to TrafficLand the under reported amount;
and if TrafficLand discovers that Network has over reported any amounts payable to TrafficLand
under this Agreement, TrafficLand shall promptly notify Network of the same and pay to Network the
over reported amount.



5.8 Taxes. The Parties agree that to the extent that sales tax may become due on any
Products that Network will charge the customer for the same and pay all such collected amounts
directly to the appropriate taxing authority. TrafficLand shall have no claim on any amounts
charged as sales tax and in no event shall such amounts be included in the Aggregate Licensed
Amount.



6.0 CONFIDENTIAL INFORMATION




6.1 Non-Disclosure Obligation.



(a) “Confidential Information” means confidential and proprietary information and
materials disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving
Party”) in any form or medium, whether disclosed in writing or orally, by a Party or by a Third
Party on a Party’s behalf, including the terms of this Agreement, potential or pending
acquisitions, roll-out dates, supplier and customer lists, new product and/or services
developments, organizational costs and structure, metrics on websites controlled by Networks (or
its affiliates), such as impressions, visitors and page views, operating procedures, business
plans, financial information, marketing, promotional and sales plans, technical designs and
specifications, research data, compilations, reports, studies, test results and software in either
object or source code form (whether or not patentable). Notwithstanding the foregoing or anything
else in this Agreement to the contrary, Confidential Information shall not include information
that: (i) was or becomes generally available to the public other than as a result of an
unauthorized disclosure by the Receiving Party; (ii) was available to the Receiving Party on a
non-confidential basis prior to its disclosure by the Disclosing Party or its Representatives;
(iii) becomes available to the Receiving Party on a non-confidential basis from a source other than
the Disclosing Party or its Representatives and such source, to the best of the Receiving Party’s
knowledge, after inquiry, is not prohibited from disclosing such information by a contractual,
fiduciary or other obligation; or (iv) is approved for release by the Disclosing Party or its
Representatives; or (v) is independently developed by a Party without the use of the
Confidential Information.


 


Page 19 









 





(b) Each Party shall take reasonable steps to preserve the confidentiality of the Confidential
Information of the other Party, including instructing its Representative(s) that such information
is to be treated confidentially in accordance with the terms of this Agreement. During the Term
and for a period of twenty-four (24) months thereafter (provided, however that (i) the
obligations of Network concerning the Confidential Information of TrafficLand that relates to
TrafficLand’s proprietary intellectual property, including proprietary configuration of equipment
and proprietary software located at various state or local department of transportation facilities
that use such equipment or software, shall survive for a period of thirty-six (36) months after the
Term and (ii) the Receiving Party’s obligations with respect to Confidential Information that
constitutes a trade secret of the Disclosing Party will continue for so long as such Confidential
Information constitutes a trade secret under applicable law), the Receiving Party further agrees
not to (x) use the Confidential Information in a competitive manner or in a manner otherwise
detrimental or adverse to the best interests of the Disclosing Party; (y) use the Confidential
Information for any purpose except for the express purposes contemplated herein; (z) disclose the
Confidential Information to any person, except on a confidential basis to those of its
Representatives who have a need to know such information, except as may be required by law as
provided in Section 6.2; or (aa) take any other action with respect to the Confidential
Information (or any part thereof) inconsistent with its confidential and proprietary nature.



6.2 Legally Required Disclosures. The obligations of confidentiality assumed under this
Agreement will not apply to the extent that the Receiving Party is required to disclose the
Disclosing Party’s Confidential Information under any applicable law (including securities laws),
regulation or an order from a court, regulatory agency or other governmental authority having
competent jurisdiction, provided that the Receiving Party promptly notifies the
Disclosing Party thereof to provide the Disclosing Party an opportunity to seek a protective order
and that the Receiving Party discloses only such Confidential Information as is required.



6.3 Cooperation. Each Party agrees that, either upon learning of, or upon a showing by the
other Party of, any threatened or actual breach of the provisions of this Section 6 or of
any threatened or actual unauthorized use or disclosure of any Confidential Information, such Party
will promptly notify the other Party and cooperate with such other Party’s efforts to seek
appropriate injunctive relief or to prevent or curtail such unauthorized use or disclosure of the
Confidential Information.


 


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7.0 WARRANTIES; LIMITATIONS; AND INDEMNIFICATION




7.1 Network Representations and Warranties. Network represents and warrants that (a)
Network is a corporation duly organized, validly existing and in good standing under the laws of
the state of Maryland and Network has all necessary power and authority to execute and deliver this
Agreement and to perform its obligations hereunder; (b) Network’s execution and delivery of this
Agreement and performance of its obligations hereunder do not and will not conflict with, violate,
or result in any default under any agreement, instrument or other contract to which Network is a
party or by which it is bound; and (c) there are no claims, actions, suits, or other proceedings
pending, or to the knowledge of Network threatened, which, if adversely determined, would adversely
affect the ability of Network to consummate the transactions contemplated by this Agreement or
perform its obligations hereunder.



7.2 TrafficLand Representations and Warranties. TrafficLand represents and warrants, and
covenants, as applicable, that: (a) TrafficLand is a corporation duly organized, validly existing
and in good standing under the laws of the state of Delaware and TrafficLand has all necessary
power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(b) TrafficLand’s execution and delivery of this Agreement and performance of its obligations
hereunder do not and will not conflict with, violate, or result in any default under any agreement,
instrument or other contract to which TrafficLand is a party or by which it is bound; (c)
TrafficLand will use commercially reasonable efforts to screen the Products provided to Network and
its customers for and rid the Products of any viruses, worms, Trojan horses or other similar
harmful components prior to making such Products available to Network (or its affiliates); (d) the
Products will materially perform in accordance with the Documentation; (e) there are no claims,
actions, suits, or other proceedings pending, or to the knowledge of TrafficLand threatened, which,
if adversely determined, would adversely affect the ability of TrafficLand to consummate the
transactions contemplated by this Agreement or perform its obligations hereunder; (f) TrafficLand
has the right to provide to Network all Products, TrafficLand Services, Documentation and
TrafficLand Marks provided to Network under this Agreement; (g) TrafficLand has granted no licenses
or rights to others which would conflict with the terms and conditions of this Agreement; (h)
TrafficLand will comply with all laws, rules and regulations related to the Products, TrafficLand
Services, Documentation and TrafficLand Marks provided under this Agreement; (i) use of the
Products, TrafficLand Services, Documentation and TrafficLand Marks by or for Network, its
affiliates, sublicenses and customers will not infringe Intellectual Property Rights of Third
Parties; (j)TrafficLand has received no claims or threats of claims that the Products, TrafficLand
Services, Documentation and TrafficLand Marks violate the Intellectual Property Rights or other
rights of Third Parties; (k) TrafficLand has entered into a written agreement with certain DOTs
which provide sufficient rights to enable TrafficLand to perform all of its obligations under this
Agreement that relate to such DOTs, and for DOTs for which there is no written agreement,
TrafficLand in its good faith business judgment believes that it has sufficient rights to enable
TrafficLand to perform all of its obligations under this Agreement that relate to such DOTs; (l)
during the Term and any extension thereof, the Products and TrafficLand Services provided to
Network under this Agreement will be maintained in conformity with the Service Level Agreement; and
(m) TrafficLand (i) has filed for protection of their technology (or will file for such protection,
if TrafficLand has not already done so), including filing applications for the registration of
patents covering TrafficLand’s proprietary technology in the United States, (ii) will pursue in
good faith any applications for registration of the technology, (iii) will maintain all
registrations of the technology and (iv) will pursue in TrafficLand’s good faith business judgment
all instances of material and relevant infringement that TrafficLand knows of and will defend
against any claims of infringement.


 


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7.3 EXCEPT AS PROVIDED IN THIS SECTION 7, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, UNINTERRUPTED USE OF PRODUCTS, DATA FEEDS OR
SERVICES, ERROR-FREE PROGRAMMING OR CODING, AND NONINFRINGEMENT. ALL PRODUCTS AND SERVICES ARE
PROVIDED “AS IS” WITH NO ADDITIONAL WARRANTIES OF PERFORMANCE.



7.4 Indemnification by TrafficLand. TrafficLand shall indemnify, defend and hold Network
harmless from and against any and all claims, damages, liabilities, costs and expenses, including
reasonable counsel fees, arising out of or relating to any claim by a Third Party against Network
arising out of or relating to, (a) any breach or alleged breach by TrafficLand of any
representation, warranty or undertaking or other term contained in this Agreement, (b) any wrongful
act or omission by TrafficLand, or (c) any claim that the Products, TrafficLand Services,
Documentation and/or TrafficLand Marks infringe upon or misappropriate any patent, copyright,
trademark or other Intellectual Property Right of any Third Party. The provisions of this
Section 7.4 will not apply with respect to any claim resulting directly from any act or
omission by Network.



7.5 Indemnification by Network. Network shall indemnify, defend and hold TrafficLand
harmless from and against any and all claims, damages, liabilities, costs and expenses, including
reasonable counsel fees, arising out of or relating to any claim by a Third Party against
TrafficLand arising out of or relating to (a) any breach or alleged breach by Network of any
representation, warranty or undertaking or other term contained in this Agreement, (b) any wrongful
act or omission by Network, or (c) any claim that the Network Products or Network Marks infringe
upon or misappropriate any patent, copyright, trademark or other Intellectual Property Right of any
Third Party. The provisions of this Section 7.5 will not apply with respect to any claim
resulting directly from any act or omission by TrafficLand.



7.6 Indemnification Procedure. Each Party or person seeking indemnity hereunder
(“Indemnified Party”) shall give prompt written notice to the other party (“Indemnifying Party”) of
any circumstances which may give rise to any indemnity under Section 7.4 or Section
7.5 as soon as the Indemnified Party knows of such circumstances; provided, however, that the
failure to give such notice shall not relieve the Indemnifying Party of its obligation to indemnify
the Indemnified Party under Section 7.4 and Section 7.5 unless the Indemnifying
Party has been prejudiced by such failure. The Indemnifying Party shall, at its own cost and
expense and using counsel of its own choice, control and assume responsibility for the defense of
such claim or litigation. The Indemnified Party shall cooperate fully in defending such claim or
litigation. The Indemnifying Party may not settle such claim or litigation without the consent of
the Indemnified Party unless such settlement involves only the payment of money and provides a full
release of all claims through the date of settlement against the Indemnified Party.



7.7 Force Majeure. Notwithstanding anything to the contrary herein, neither Party will be
liable in contract or otherwise for any losses or damages resulting from causes outside of its
reasonable control including acts of God, fires, strikes, lockouts or other labor disputes,
telecommunications or power outages; war, riot or civil commotion; act of public enemy; enactment
of any rule, law, order or act of government or governmental instrumentality (whether federal,
state, local or foreign) or other cause of a similar nature beyond either Party’s reasonable
control.


 


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7.8 Limitations of Liability. EXCEPT WITH RESPECT TO EACH PARTY’S INEMNIFICATION
OBLIGATIONS, BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS, BREACH BY EITHER PARTY OF
ANY OF ITS REPRESENTATIONS, WARRANTIES AND/OR COVENENTS, AND FOR CLAIMS ARISING FROM ANY FRAUDULENT
OR GROSSLY NEGLIGENT ACT OR OMISSION OF EITHER PARTY, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES
OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY TO THE OTHER PARTY
OR ANY OTHER PERSON FOR ENHANCED, PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT
OF OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF, THE
SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION (INCLUDING NEGLIGENCE OR STRICT LIABILITY),
WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE
POSSIBILITY OF, SUCH DAMAGES.



8.0 TERM AND TERMINATION




8.1 Term. Unless terminated earlier in accordance herewith, the term (“Term”) of this
Agreement will commence on the Effective Date and will continue in effect until December 31, 2011,
except as otherwise may be extended pursuant to Section 8.7 or Section
2.3(d)(vi)(I).



8.2 Automatic Termination. If the Parties consummate a merger under the Merger Agreement
or any other similar document, pursuant to which WWO acquires TrafficLand or is otherwise combined
with TrafficLand, whether by asset purchase, merger, merger by operation of law, stock purchase or
other similar transaction, this Agreement shall automatically terminate without the need for any
further action by either Party and neither Party shall have any obligation, including any payment
obligation under this Agreement.



8.3 TrafficLand’s Right to Terminate. TrafficLand may terminate this Agreement upon
written notice effective immediately if Network commits a material breach of this Agreement, and
Network fails to cure such breach within thirty (30) days of TrafficLand’s written notice of such
breach; provided that if such breach is not subject to cure, this Agreement will
terminate immediately upon TrafficLand’s notice of such breach.



8.4 Network’s Right to Terminate. Network may terminate this Agreement upon written notice
effective immediately if TrafficLand commits a material breach of this Agreement, and TrafficLand
fails to cure such breach within thirty (30) days of Network’s written notice of such breach;
provided that if such breach is not subject to cure, this Agreement will terminate
immediately upon Network’s notice of such breach.



8.5 Intentionally Deleted.




8.6 Rights and Obligations Upon Termination. Subject to Section 8.7, and unless
this Agreement is terminated pursuant to Section 8.2, upon expiration or termination
hereof, all rights of each Party with respect to the Intellectual Property Rights and Confidential
Information of the other Party will terminate and each Party will immediately cease all use of the
other Party’s Intellectual Property Rights and will promptly return to the other Party or destroy
all materials comprising or containing the other Party’s Confidential Information.


 


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8.7 Option to Renew.



(a) Upon expiration or termination hereof, Network shall have the right to extend Sections
1, 2.1 2.2, 2.4, 2.5, 2.6, 2.7, 3.2, 3.3, 4.2, 4.3, 5.0, 6.0, 7.0, 8.7, 8.8, and 9.0 of
this Agreement on a non-exclusive basis only, for the remainder of the term of any Customer
Agreement, provided that (i) no initial term of Customer Agreement shall be longer
than three (3) years, with only one (1) renewal of not more than two (2) years will be allowed
(unless otherwise agreed in writing by TrafficLand), (ii) such extension of the above-listed terms
of this Agreement is applicable only to Customer Agreements that have either expired or terminated
during the Term or which are otherwise existing as of the date of expiration or termination hereof
and (iii) such renewals of Customer Agreements are subject to the continued payment of fees
pursuant to Section 5.3 without the right to recoup any fees earned after the Term against
the Prepayment.



(b) With respect to any Customer Agreement that is terminated, expires or otherwise comes up
for renewal anytime after the Term, Network shall have the right to renew as follows:



(i) with respect to any Broadcast Customer or Web Customer that is a Network Affiliate as of
the Effective Date, Network shall have the exclusive right to renew such Customer Agreement and
TrafficLand shall have no right to negotiate with such Broadcast Customer or Web Customer, as
applicable, with respect to any Product (or a product that is a replacement for any Product) for a
period of one (1) year after the later of (A) the expiration or termination of this Agreement or
(B) the expiration or termination of the applicable Customer Agreement;



(ii) with respect to any Broadcast Customer or Web Customer that is not a Network Affiliate as
of the Effective Date but who thereafter licenses the right to access and use both a Product and a
Network Product, under the applicable Customer Agreement, Network shall have the first right to
exclusively negotiate with such Broadcast Customer or Web Customer, as applicable, for a period
starting one hundred twenty (120) days prior to the expiration of the applicable Customer Agreement
and finishing thirty (30) days prior to the expiration of the applicable Customer Agreement and if
Network cannot reach an agreement with the applicable Broadcast Customer or Web Customer within
such period, then TrafficLand may negotiate with such Broadcast Customer or Web Customer
provided that if TrafficLand receives an offer from such Broadcast Customer or Web
Customer which it deems acceptable, TrafficLand shall immediately so notify Network in writing
providing the details of such offer. Network shall have fifteen (15) days from the receipt of such
notice to either accept such offer and provide such services as negotiated by TrafficLand (if such
services are capable of being provided by Network) or; after which, if Network determines to not
accept such offer, TrafficLand may accept the offer as otherwise set forth in such notice; and



(iii) with respect to any Broadcast Customer or Web Customer that is not a Network Affiliate
as of the Effective Date but who thereafter licenses the right to access only a Product and not a
Network Product under the applicable Customer Agreement, Network shall have the first right to
exclusively negotiate with such Broadcast Customer or Web Customer, as applicable, for a period of
ninety (90) days prior to the expiration of the applicable Customer Agreement and if the Network
cannot reach an agreement with the applicable Broadcast Customer or Web Customer, as applicable,
then TrafficLand may negotiate with such customer independently of Network.



8.8 Survival of Certain Provisions. Sections 6, 7, 8, all sections which survive
pursuant to Section 8.7 and Section 9 will survive any termination or expiration of
this Agreement.


 


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9.0 CONSTRUCTION; NOTICE AND MICELLANEOUS PROVISIONS




9.1 Rules of Constructions and Interpretation. When used herein, (a) the headings in this
Agreement are for convenience only and do not affect the construction or interpretation of any
provision to which they refer; (b) the word “including” shall not be exclusive, shall not limit the
generality of the words preceding it and shall mean “including, without limitation;” (c) neutral
pronouns and any variations thereof shall be deemed to include the feminine and masculine and all
terms used in the singular shall be deemed to include the plural, and vice versa, as the context
may require; (d) derivative forms of any capitalized term defined herein shall have meanings
correlative to the meaning specified herein; (e) the words “herein,” “hereof” and “hereunder” and
other words of similar import shall refer to this Agreement as a whole, including the Exhibits
hereto, as the foregoing may from time-to-time be amended or supplemented, and not to any
particular subdivision contained in this Agreement; (f) references to this Agreement include all
Exhibits, which are incorporated herein and made a part hereof, and any duly executed amendments to
the foregoing; (g) references herein to an Introductory Paragraph, Article, Section and Exhibit
shall refer to the Introductory Paragraph and the appropriate Article, Section or Exhibit in or to
this Agreement; and (h) where either Party’s consent or approval is required hereunder, except as
otherwise specified herein, such Party’s approval or consent may be granted or withheld in such
Party’s sole discretion.



9.2 Notices. All notices, consents or approvals hereunder (each, a “Notice” or “notice”)
will be in writing and will be deemed to have been given and received when (a) delivered personally
(against receipt) or by courier; (b) received by certified or registered mail, return receipt
requested, postage prepaid; or (c) sent by confirmed facsimile transmission; in each case at the
respective addresses for the Parties set forth below or at such other address as the intended
recipient may specify in a Notice pursuant to this Section 9.2.



if to Network:




Metro Networks Communications, Inc.

c/o Westwood One

40 West 57th St – 5th Fl

New York, NY 10019

Attention: President

Facsimile: (212) 641-2198



with a copy to:




Metro Networks Communications, Inc.

c/o Westwood One

40 West 57th St – 5th Fl

New York, NY 10019

Attention: Legal Department

Facsimile: (212) 641-2198



 


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if to TrafficLand:




1208 Waples Mill Road

Suite 109

Fairfax, VA 22030

Tel: (703) 591-1933

Attention: Larry Nelson and Bill Wells

Facsimile: (703) 591-5003



with a copy to:




Womble Carlyle Sandridge and Rice

8065 Leesburg Pike, 4th Floor

Vienna, VA 22182-2738

Tel: (703) 790-3310

Attn: Keith Mendelson



9.3 Project Managers. TrafficLand and Network shall each appoint individuals from their
organizations to serve as point persons in discussions between TrafficLand and Network regarding
any business matters or issues that may arise during the term of this Agreement in connection with
the various responsibilities and obligations of the Parties under this Agreement (each a “Project
Manager”, together the “Project Managers”). The current Project Managers are specified on
Exhibit J. Each Party shall provide to the other Party written notice of any change to
Exhibit J.



9.4 Miscellaneous. Notwithstanding anything contained herein to the contrary, this
Agreement does not create a partnership, joint venture or relationship of trust or agency between
the Parties. This Agreement, including all Exhibits hereto, contains the entire agreement between
the Parties with respect to the subject matter hereof and supersedes all prior written agreements,
negotiations and term sheets made prior to the date hereof and all prior and contemporaneous oral
understandings, if any, with respect to the subject matter hereof. All defined terms in the
Exhibits that are not otherwise defined shall have the meanings as otherwise set forth in this
Agreement. This Agreement may not be amended, supplemented or discharged except by an instrument
in writing signed by each of the Parties. Neither Party shall publicize or make available to any
Third Party the specific terms of this Agreement. No delay or failure on the part of either Party
in the exercise of any right granted under this Agreement or available at law or equity shall be
construed as a waiver of such right. All waivers must be in writing. If any provision (or portion
thereof) of this Agreement shall be invalid or unenforceable under any applicable law, such
invalidity shall not affect the enforceability of any other provision hereof. In addition, in the
event that any provision (or portion thereof) of this Agreement is determined by a court to be
unenforceable as drafted, it is the Parties’ intention that such provision (or portion thereof)
shall be construed in a manner designed to effectuate the purposes of such provision to the maximum
extent enforceable under such applicable law. Press releases and similar public announcement with
respect to this Agreement or the Parties’ relationship hereunder shall only be made upon both
Parties’ prior review and written approval. This Agreement shall be governed and construed in
accordance with the substantive laws of the State of New York, without regard to conflict of laws
rules thereof. In any action relating to this Agreement, each of the Parties irrevocably submits
to the exclusive jurisdiction of the state and federal courts of competent jurisdiction sitting in
the Borough of Manhattan, and waives any objection to venue in any such court.


 


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Neither Party may assign any or all of its rights or delegate any or all of its duties or
obligations under this Agreement, including in connection with any merger, merger by operation of
law or change of control, without the express written consent of the other Party provided, however
that Network may assign to a party that purchases substantially all of the assets of Network and in
connection with any merger, merger by operation of law or change of control. Any assignment or
delegation in violation of this Section 9.4 will be void and of no force or effect. This
Agreement will inure to the benefit of and will be binding upon the Parties hereto and their
respective heirs, successors, legal representatives and permitted assigns. All remedies in this
Agreement are cumulative, in addition to and not in lieu of any other remedies available to a Party
at law or in equity, subject only to the express limitations on liabilities and remedies set forth
herein. Except as expressly provided herein, no Third Party is intended, or will be deemed, to be
a beneficiary of any provision of this Agreement. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall constitute one
instrument.



IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	METRO NETWORKS COMMUNICATIONS, INC.	 	TRAFFICLAND, INC.
	(“Network”)	 	(“TrafficLand”)
	 
	 	 	 	 	 	 
	By:

	 	/s/ Roderick M. Sherwood III
	 	By:
	 	/s/ Lawrence H. Nelson
	 
	 	 	 	 
	Name: Roderick M. Sherwood III	 	Name: Lawrence H. Nelson
	Title: President and Chief Financial Officer	 	Title: Founder/CEO







 


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