exv10w22



 




Exhibit 10.22




CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a
request for confidential treatment and, where applicable, have been marked with an asterisk
(“[****]”) to denote where omissions have been made. The confidential material has been filed
separately with the Securities and Exchange Commission.












LICENSING AND SERVICES AGREEMENT




by and between




Citadel Investment Group, L.L.C.




and




comScore Networks, Inc.




August 1, 2003









 









 








LICENSING AND SERVICES AGREEMENT




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	DEFINITIONS

	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	2.	 	 	LICENSE

	 	 	8	 
	 	 	 	 	 
	 	 	 	 
	 	3.	 	 	SERVICES

	 	 	15	 
	 	 	 	 	 
	 	 	 	 
	 	4.	 	 	CERTAIN PROPRIETARY RIGHTS

	 	 	23	 
	 	 	 	 	 
	 	 	 	 
	 	5.	 	 	RELATIONSHIP MANAGEMENT

	 	 	25	 
	 	 	 	 	 
	 	 	 	 
	 	6.	 	 	LICENSE FEES AND PAYMENT TERMS

	 	 	27	 
	 	 	 	 	 
	 	 	 	 
	 	7.	 	 	REPRESENTATIONS AND WARRANTIES

	 	 	33	 
	 	 	 	 	 
	 	 	 	 
	 	8.	 	 	INDEMNIFICATION

	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	 	9.	 	 	CONFIDENTIAL INFORMATION

	 	 	39	 
	 	 	 	 	 
	 	 	 	 
	 	10.	 	 	NONSOLICITATION; NONCOMPETITION; ADDITIONAL RESTRICTIONS

	 	 	41	 
	 	 	 	 	 
	 	 	 	 
	 	11.	 	 	TERM AND TERMINATION

	 	 	43	 
	 	 	 	 	 
	 	 	 	 
	 	12.	 	 	LIMITATION OF LIABILITY

	 	 	46	 
	 	 	 	 	 
	 	 	 	 
	 	13.	 	 	COMPLIANCE MATTERS

	 	 	47	 
	 	 	 	 	 
	 	 	 	 
	 	14.	 	 	GENERAL PROVISIONS

	 	 	47	 






 i




 









 








LICENSING AND SERVICES AGREEMENT




     THIS LICENSING AND SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August
1, 2003 (the “Effective Date”) by and between Citadel Investment Group, L.L.C., a Delaware limited
liability company having its principal offices at 131 South Dearborn Street, 37th Floor,
Chicago, Illinois 60603, U.S.A. (“Citadel”), and comScore Networks, Inc., a Delaware corporation
having its principal offices at 11465 Sunset Hills Road, Suite 200, Reston, Virginia 20190 U.S.A.
(“comScore”).



     WHEREAS, comScore desires to consolidate its business relationships of licensing certain
proprietary data, software and other intellectual property for purposes of trading and investing;



     WHEREAS, pursuant to such desire, comScore has pursued discussions with Citadel regarding an
exclusive strategic data licensing and consulting arrangement (with certain rights reservations) in
the field of trading and investing;



     WHEREAS, resulting from such discussions, Citadel and comScore desire to enter into an
exclusive strategic data licensing and consulting arrangement (with certain rights reservations),
pursuant to which Citadel will license, among other things, certain proprietary data, software and
other intellectual property;



     WHEREAS, Citadel desires to have, and comScore is willing to provide, real-time access to
certain proprietary data, software and other intellectual property, as set forth below;



     WHEREAS, Citadel concurrently herewith has made an equity investment in comScore; and




     WHEREAS, the terms of such equity investment have induced Citadel to enter into this
Agreement, and the terms of this Agreement have induced Citadel to make such equity investment;



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Citadel
and comScore agree as follows:




	1.	 	DEFINITIONS





     The terms used in this Agreement with initial capital letters shall have the respective
meanings set forth in the Agreement (including this Article 1).




	 	1.1	 	comScore Materials. “comScore Materials” means all tangibles and intangibles
owned, controlled or licensed by comScore or its Affiliates whether created pursuant to
this Agreement or otherwise including, but not limited to, the Core Materials, Non-Core
Materials, comScore Trademarks, comScore Developed Materials, Know-How, Intellectual
Property and Documentation. For purposes of




1









 






	 	 	 	this Agreement, Core Materials, Non-Core Materials, comScore Trademarks and comScore
Developed Materials (including Know-How, Intellectual Property and Documentation
related thereto) are collectively referred to herein as “Licensed Materials.”






	 	1.1.1.	 	Core Materials. “Core Materials” shall mean the following:






	 	1.1.1.1	 	comScore Data. “comScore Data” shall mean the comScore Raw Data
(including Visitor Data and Transaction Data) and comScore Processed
Data, whether or not collected or produced prior to or during the Term.
comScore Data does not include any information that personally
identifies the comScore panelist or any data (other than comScore
Syndicated Products) that are specifically and solely provided by,
provided to, processed or collected for, and funded by, (a) a single
comScore client other than Citadel or (b) more than one comScore client
other than Citadel if independently requested by, and processed or
collected for, such clients, and any data generated by the
establishment of a Private Panel (as defined in Section 1.4 below) for
such comScore client and/or the administering of Survey Services (as
defined in Section 1.7 below) solely on behalf of such comScore client.






	 	1.1.1.1.1	 	comScore Raw Data. “comScore Raw Data” shall mean any
and all data (other than Processed Data) collected or produced
by comScore or its Affiliates. comScore Raw Data includes but
is not limited to the following: (i) the data further
described in Schedule 1.1.1.1, (ii) comScore Visitor
Data, (iii) comScore Transaction Data, (iv) data as collected
or produced by comScore, both prior to and after the
application by comScore of weighting and projection factors,
transaction coding and other “screen scraping” techniques, and
data hygiene procedures, (v) data collected from comScore’s
panelists, (vi) any research, experimental and test data under
development, and (vii) the consumer behavior data compiled or
used by comScore or any of its Affiliates, some of which are
illustrated in Schedule 1.1.1.1 attached hereto.






	 	(i)	 	Visitor Data. “Visitor Data” shall mean data regarding
Internet site usage, traffic patterns and details,
and other information that identifies the
characteristics of visitors to individual Internet
sites. At a minimum, Visitor Data shall be comprised
of the data elements set forth under the heading
“Visitor Data” in Schedule 1.1.1.1.




2









 






	 	(ii)	 	Transaction Data. “Transaction Data” shall mean
data comprising the details of consumer interactions
and transactions with individual Internet sites or
site pages captured by the application of comScore
Technology, including but not limited to Custom
Coded Data and data resulting from the application
of transaction coding to comScore Data as requested
by Third Parties. At a minimum, Transaction Data
shall be comprised of the data elements set forth
under the heading “Transaction Data” in Schedule
1.1.1.1.






	 	(a)	 	Custom Coded Data. “Custom Coded Data”
shall mean the data resulting from the
application of transaction coding to
comScore Data as specifically requested and
funded by Citadel. By way of example only,
if Citadel requests that comScore provide
data regarding shipping method choices made
by panelists visiting certain Internet
sites, and comScore already collects such
data in the course of collecting data from
its panelists, for instance, by collecting
all information of a panelist’s visit to an
Internet site but has not segregated or
specifically identified such data through
the application of transaction coding, then
the shipping data generated by the
subsequent segregation or identification of
the original data collection through the
application of transaction coding shall be
considered Custom Coded Data.






	 	1.1.1.1.2	 	comScore Processed Data. “comScore Processed Data” shall
mean any and all data collected or produced by comScore or its
Affiliates as generated by comScore or its Affiliates pursuant
to the application to the Raw Data of comScore Technology,
Know-How, comScore Software and/or third party data licensed
by comScore, including but not limited to the comScore
Syndicated Products and the Processed Data set forth under the
heading “Processed Data” in Schedule 1.1.1.1;
provided, however, comScore Visitor Data and comScore
Transaction Data shall be considered Raw Data. Further,
comScore Data that has only been subject to transaction coding or “screen scraping” or
hygiene procedures shall be considered Raw Data.




3









 







	 	(i)	 	comScore Syndicated Products. “comScore Syndicated Products”
shall mean any products or services that are
developed by comScore or its Affiliates (or
developed or distributed jointly by comScore and
Third Parties) during the Term for distribution to
more than one client and that are based upon one (1)
set of processed data derived from the Licensed
Materials and do not require incremental processing,
and any other modifications, enhancements or
improvements made by comScore to the Licensed
Materials or derivative works of the Licensed
Materials, including but not limited to the comScore
Media Metrix product suite, the comScore Macro
Report and comScore Signals. comScore Syndicated
Products shall not include any products or services
customized for use solely by a single Third Party
comScore client, so long as such client has no right
to further resell or sublicense such product or
service.






	 	(a)	 	comScore Macro Report. “comScore Macro
Report” shall mean a report of consumer
behavioral dynamics produced by [* * * *],
that is based on information that is derived
from comScore Data. A weekly comScore Macro
Report is, usually but not required to be
issued on Monday or Tuesday of each week,
and a monthly comScore Macro Report is,
usually but not required to be issued during
the first week of the following month.
	 
	 	(b)	 	comScore Signals. “comScore Signals” shall
mean reports or analyses produced by
comScore on the equities set forth in
Schedule 1.1.1.1 (b).






	 	1.1.1.2	 	comScore Software. “comScore Software” shall mean the object code
versions of any computer software, and any updates or upgrades relating
to any of the foregoing, used, licensed or developed by comScore or any
of its Affiliates to access or manipulate the comScore Data including
but not limited to the software listed on Schedule 1.1.1.2.
The Third Party




4









 






	 	 	 	applications listed on Schedule 1.1.1.2 and any Third
Party applications licensed by comScore following the Effective
Date that require additional fees to sublicense to Citadel are the
only applications excluded from this definition. Source code for
Third Party applications will be provided to the extent permitted
by the applicable Third Party. In addition, the Visual Sciences
software is expressly excluded from this definition.
	 
	 	1.1.1.3	 	comScore Technology. “comScore Technology” shall mean comScore’s or
any Affiliate’s proprietary, data-based statistical models and
algorithms and any other analytical tools used, licensed or developed
by comScore or its Affiliates (including any and all transaction coding
or “screen scraping” technology and any and all weighting and
projection factors) including but not limited to the models,
algorithms, tools and factors described in Schedule 1.1.1.3.






	 	1.1.2.	 	Non-Core Materials. “Non-Core Materials” shall mean all tangibles and
intangibles owned, controlled or licensed by comScore, whether created pursuant
to this Agreement or otherwise, other than the Core Materials, comScore
Trademarks, comScore Developed Materials, Know-How, Intellectual Property and
Documentation specifically identified in Section 1.1, used in connection with
the accessing, collection, processing and analysis of the comScore Data.
	 
	 	1.1.3.	 	comScore Trademarks. “comScore Trademarks” shall mean the trademarks, trade
names and logos of comScore or any of its Affiliates as set forth on
Schedule 1.1.3, attached hereto, as such Schedule 1.1.3 may be
amended in writing by agreement of the parties from time to time.
	 
	 	1.1.4.	 	comScore Developed Materials. “comScore Developed Materials” shall mean: (i)
all tangibles and intangibles, other than Citadel Owned Developed Materials,
that are specifically prepared or developed by comScore as part of or in
connection with this Agreement; and (ii) all tangibles and intangibles
identified as comScore Developed Materials on a Statement of Work.
	 
	 	1.1.5.	 	Know-How. “Know-How” shall mean the ideas, concepts, work product,
information, designs, inventions, discoveries, improvements, techniques and
know-how, now existing or hereafter coming into existence, owned or used by
comScore or any of its Affiliates that are necessary or useful to access, use,
operate, maintain, copy, modify, create derivative works from, enhance, improve
and otherwise obtain the full benefit of the comScore Materials and any Citadel
Owned Developed Materials.
	 
	 	1.1.6.	 	Intellectual Property. “Intellectual Property” shall mean any and all rights
under any and all United States and foreign patents, copyrights,




5









 






	 	 	 	trade secrets or other intellectual property of comScore or its Affiliates
now existing or hereafter coming into existence.
	 
	 	1.1.7.	 	Documentation. “Documentation” means any and all user and technical
documentation supplied or developed by comScore.






	 	1.2	 	Citadel Owned Developed Materials. “Citadel Owned Developed Materials” means
(i) all models, algorithms, inventions, know-how, software, technologies and analytical
tools that are (a) applicable to investing, trading, and dealing in securities,
commodities, financial instruments and derivatives including but not limited to
equities, fixed-income securities, options, mortgage-backed securities and
energy-related products and the analysis of how online consumer behavior information
can be used for competitive advantage in the activities described in this clause; and
(b) prepared, developed, delivered or made available as part of or in connection with
this Agreement; (ii) all tangibles and intangibles that are developed primarily or
solely by Citadel including any that are materially based upon, incorporate or use any
of the comScore Materials and any data generated by the application of weighting and
projection factors developed by Citadel; and (iii) all tangibles and intangibles
identified as Citadel Owned Developed Materials on a Statement of Work. Citadel Owned
Developed Materials shall also include the following:






	 	1.2.1.	 	Custom Collected Data. “Custom Collected Data” shall mean any data (other
than comScore Data or Custom Coded Data) that are specifically collected for
Citadel including but not limited to data derived from public domain data or
third party data obtained or licensed by Citadel from third parties for use
with the comScore Data, data collected from Private Panels (as defined in
Section 1.4 below) requested by Citadel and any data generated by the
administering of Survey Services on behalf of Citadel (including the Know-How,
Intellectual Property and Documentation related to all of the above).






	 	1.3	 	Field of Use. “Field of Use” shall mean [* * * *]
	 
	 	1.4	 	Financial Company. “Financial Company” shall mean any natural person,
corporation, limited liability company, limited liability partnership, general
partnership, limited partnership, trust, association, or other legal person or legally
constituted entity of any kind that earns more than twenty-five percent (25%) of





6









 











	 	 	 	its revenues from the businesses or activities described in this Section 1.4 and
Schedule 1.4 , and either (a) owns, manages, operates, finances, controls,
or participates in the ownership, management, operation, financing or control of,
any business or enterprise that is engaged in the business or activities of any of
the types of enterprises set forth in Schedule 1.4 and any enterprises
providing financial, investment or trading services, or (b) competes with any of the
types of enterprises set forth in Schedule 1.4.
	 
	 	1.5	 	Private Panel. “Private Panel” shall mean a group of persons or machines
recruited by comScore for the purpose of collecting data pursuant to the request of
Citadel or other comScore clients.
	 
	 	1.6	 	Real Time. “Real Time,” with respect to the comScore Data, Custom Coded Data
and Custom Collected Data, shall mean the making available of the comScore Data to
Citadel as soon as possible after their collection (and after their processing, for
Processed Data) by comScore or its Affiliates; provided, however, comScore must apply
quality controls, data integrity assurance controls and legal controls (including the
privacy policy controls specified in Schedule 1.6), prior to the release of the
comScore Data; provided further that comScore must commence its application of such
controls within one (1) day following initial collection of the applicable data or as
soon as reasonably practicable. “Real Time,” with respect to the comScore Syndicated
Products, shall mean the making available of the comScore Syndicated Product to Citadel
as soon as possible after its creation and processing by comScore, its Affiliates or
any Third Party, if applicable. Without limiting comScore’s obligation to make
available the comScore Data and comScore Syndicated Products sooner, (i) Citadel shall
receive comScore Syndicated Products (excluding comScore Macro Reports, which shall be
made available as set forth in Section 3.3.2.3) immediately after the internal analysts
of comScore or Third Party, as applicable, have completed preparing the comScore
Syndicated Products and (ii) Citadel shall receive access to the comScore Data no later
than the point in time any Grandfathered Data Clients or any Third Parties receive
access to such data and no later than the point in time Citadel’s internal analysts
receive access to such data or comScore otherwise accesses the comScore Data for any
purpose other than the application of quality, data integrity and legal controls.
	 
	 	1.7	 	Services. “Services” shall mean any and all services provided by comScore
hereunder including but not limited to the provision of comScore Materials, Real Time
services and access, the Additional Services (as defined in Section 3.6) and Citadel
Owned Developed Materials, Survey Services and those comScore services not specifically
delineated in this Agreement, but are consistent with, and reasonably inferable to be
within, the scope of this Agreement. For purposes hereof, “Survey Services” shall mean
the administering by comScore of online or offline surveys to comScore panelists or
other consumers.
	 
	 	1.8	 	Specifications. “Specifications” shall mean the descriptions of the comScore
Software, comScore Data and comScore Technology and all other deliverables




7









 






	 	 	 	and Services hereunder, their components, and their capacities, functions, features
or methods, set forth in this Agreement (including all Schedules) and any
Documentation provided to Citadel by comScore in writing (including electronically).






	2.	 	LICENSE






	 	2.1	 	Grant.






	 	2.1.1.	 	Licensed Materials. comScore hereby grants to Citadel and its Affiliates a
worldwide, exclusive (except as set forth in Section 2.4), fully paid license
to access, use, operate, maintain, copy, modify, create derivative works from,
enhance, and improve the Licensed Materials for any purpose within the Field of
Use; provided, however, this license shall be perpetual with respect to any
comScore Data made available to Citadel during the Term, Custom Coded Data and
comScore Developed Materials, without any right to resell or grant sublicenses
thereto. Without limiting the generality of the exclusive license granted
above and subject to the reservations expressly set forth in Sections 2.4 and
10.2.2, during the Term and for the eighteen (18) month period following
termination or expiration thereof, comScore shall expressly prohibit any and
all Third Parties that have access to the Licensed Materials from using the
Licensed Materials in any manner or for any purpose within the Field of Use.
In no event shall comScore or its Affiliates grant any Third Party any rights
to the Licensed Materials within the Field of Use, and in no event shall
comScore or its Affiliates or any officers, directors or employees of any of
the foregoing (other than Citadel representatives holding such positions) use
the Licensed Materials within the Field of Use, whether or not for their own
account. Notwithstanding anything to the contrary, Citadel acknowledges that
the comScore clients set forth in Schedule 2.1.1—A (the “Grandfathered
Signal Clients”) and the comScore clients set forth in Schedule 2.1.1-B
(the “Grandfathered Data Clients”) may use certain Licensed Materials within
the Field of Use as set forth in Section 2.4, and comScore may provide Licensed
Materials to the comScore clients listed in Schedule 2.4.1.5 as expressly set
forth in Section 2.4.1.5.
	 
	 	2.1.2.	 	comScore Materials. Without limiting the scope of the license granted in
Section 2.1.1, comScore hereby grants to Citadel and its Affiliates a
worldwide, non-exclusive, fully paid license to access, use, operate, maintain,
copy, modify, create derivative works from, enhance, and improve the comScore
Materials (including the Know-How, Intellectual Property and Documentation
related thereto) for any internal purposes, without any right to resell or
grant sublicenses. To the extent comScore Materials are included in any
Citadel Owned Developed Materials, the license set forth in this Section 2.1.2
shall be perpetual.




8









 












	 	2.2	 	Outsourcers and Service Providers. Citadel may make the comScore Materials
available to its service providers, outsourcers and independent contractors, and such
parties may exercise the rights granted to Citadel herein, in connection with the
provision of services to Citadel. In each case the comScore Materials may only be
shared so long as such parties are bound by obligations of confidentiality
substantially similar to those set forth in this Agreement. In no event does this
Section 2 grant Citadel any right to make comScore Materials available to Netratings,
Compete, Red Sheriff or Hitwise (each, a “comScore Competitor”). comScore may update
this list of comScore Competitors to include third parties that are direct competitors
with comScore, subject to the prior written consent of Citadel, such consent not to be
unreasonably withheld.
	 
	 	2.3	 	Certain Other comScore Restrictions.






	 	2.3.1.	 	Citadel Competitors. Notwithstanding anything to the contrary contained in
this Agreement, except as set forth in Section 2.4, in no event shall comScore
or its Affiliates license or otherwise make available the Licensed
Materials to any Citadel Competitor even if such license or
availability would be outside the Field of Use. For purposes of this
Agreement, "Citadel Competitor" means [* * * *]

	 
	 	2.3.2.	 	Certain Restrictions on Services and Data. Without limiting the scope of the
license granted under Section 2.1.1, except as set forth in Section 2.4, in no
event shall comScore, its Affiliates or any designee of comScore perform any
services (including but not limited to any Survey Services or services
utilizing Private Panels or Third Party data) for or make available any
Licensed Materials or other data, software, technology, know-how or
intellectual property to (i) any Third Party for use within the Field of Use or
(ii) any Citadel Competitor, whether or not for use within the Field of Use.
Notwithstanding the above, comScore may perform any services (including any
Survey Services or services utilizing Private Panels or Third Party data) and
make available any data generated by the establishment of a Private Panel for
such comScore client and/or the administering of Survey Services to the
Grandfathered Data Clients and Grandfathered Signal Clients; provided, however,
comScore has advised Citadel that: (i) comScore’s agreements with the
Grandfathered Data Clients and Grandfathered Signal Clients shall expire as set
forth in Section 2.4.1, (ii) comScore has no obligation to renew or extend such
agreements, and the Grandfathered Data Clients and Grandfathered Signal Clients
have no right to renew or extend such agreements (iii) no other agreements with
the Grandfathered Data Clients and Grandfathered Signal Clients exist, (iv)
comScore and the Grandfathered Data Clients and Grandfathered Signal Clients
shall not




9









 







	 	 	 	renew or extend such agreements, and (v) following such expiration date
comScore shall not perform any services (including any Survey Services or
services utilizing Private Panels or Third Party data) or make available any
data to the Grandfathered Data Clients and Grandfathered Signal Clients for
any purpose.






	 	2.4	 	Reservation of Rights. comScore acknowledges and agrees that in no event shall
the rights granted to Citadel and its Affiliates be limited, and comScore reserves no
rights with respect thereto, except as expressly set forth in this Section 2.4.






	 	2.4.1.	 	Grandfathered Agreements and comScore Signals.






	 	2.4.1.1	 	[* * * *]. comScore reserves the right to permit
[* * * *] to access and use the Licensed Materials within the
Field of Use on a Real Time basis; provided, however, comScore has
advised Citadel that: (i) comScore’s agreement with [* * * *] regarding
the Licensed Materials expires on August 31, 2003, (ii) comScore has no
obligation to renew or extend such agreement, and [* * * *] has no right
to renew or extend such agreement, (iii) no other agreements with
[* * * *] exist, (iv) comScore shall not renew or extend such
agreement, and (v) following such expiration date [* * * *] will have no
right to access or use, and will not access or use, the Licensed
Materials for any purpose, whether or not outside the Field of Use and
whether or not whether or not on a Real Time Basis.
	 
	 	2.4.1.2	 	[* * * *]. comScore reserves the right to permit
[* * * *] to access and use the Licensed Materials
and receive reasonable analytical support from comScore within the
Field of Use on a Real Time basis; provided, however, comScore has
advised Citadel that: (i) comScore’s agreement with [* * * *] regarding
the Licensed Materials expires on December 19, 2013, (ii) comScore has
no obligation to renew or extend such agreement, and [* * * *] has no
right to renew or extend such agreement, (iii) no other agreements with
[* * * *] exist, (iv) comScore shall not renew or extend such agreement,
and (v) following such expiration date [* * * *] will have no right to
access or use, and will not access or use, the Licensed Materials for
any purpose, whether or not outside the Field of Use and whether or not
on a Real Time Basis.
	 
	 	2.4.1.3	 	[* * * *]. comScore reserves the right to permit
[* * * *], [* * * *] and
[* * * *] to access and use the comScore
Signals (and only






10









 







	 	 	 	the comScore Signals) and receive reasonable analytical support
from comScore on a Real Time basis solely for their internal
purposes, without any right to market, distribute or resell;
provided, however, comScore has advised Citadel that: (i)
comScore’s agreements with [* * * *] regarding the
comScore Signals expire on December 31, 2003, September 30, 2003
and June 30, 2004, respectively, (ii) comScore has no obligation
to renew or extend such agreements, and such parties have no right
to renew or extend such agreements, (iii) no other agreements with
such parties exist, (iv) comScore shall not renew or extend such
agreements, and (v) following such dates neither
[* * * *] nor any of their Affiliates will have any right to access
or use the comScore Signals for any purpose, and neither
[* * * *] nor any of their Affiliates will access or use the
comScore Signals.
	 
	 	2.4.1.4	 	[* * * *]. comScore reserves the right to provide
[* * * *] with access to or use of the Licensed Materials and
receive reasonable analytical and sales support from comScore on a Real
Time basis solely for the purposes of performing research, development,
analytical and reselling services for comScore to comScore’s clients,
provided that [* * * *] only releases its analyses, products or services
(excluding the comScore Macro Report, which shall be released as set
forth in Section 3.3.2.3) either: (i) five (5) days after Citadel has
received access to the relevant comScore Signals; or (ii) seven (7)
days after the date that the relevant comScore Data was first made
available to Citadel. comScore has advised Citadel that: (i)
comScore’s agreement with [* * * *] regarding the Licensed Materials
expires on March 1, 2005, subject to certain conditions of the
agreement; (ii) comScore has no obligation to renew or extend such
agreement, and [* * * *] has no right to renew or extend such agreement,
(iii) no other agreements with [* * * *] exist, (iv) comScore shall not
renew or extend such agreement, and (v) following such expiration date
[* * * *] will have no right to access or use, and will not access or
use, the Licensed Materials for any purpose, whether or not outside the
Field of Use and whether or not whether or not on a Real Time Basis.
	 
	 	2.4.1.5	 	Additional Grandfathered Agreements. comScore represents and
warrants that Schedule 2.4.1.5 lists each and every agreement
between comScore and Third Parties that provides such Third Parties
with access to the Licensed Materials or with any services utilizing or
otherwise related to the Licensed Materials (other than the agreements
referred to in Sections




11









 












	 	 	 	2.4.1.1, 2.4.1.2 and 2.4.1.4). Further, comScore has advised
Citadel that: (i) such agreements do not expressly prohibit nor
expressly permit use of such Licensed Materials within the Field
of Use; (ii) all such agreements expire on the dates specified on
Schedule 2.4.1.5); (iii) comScore has no obligation to
renew or extend such agreement, and such Third Parties have no
right to renew or extend such agreement; (iv) no other agreements
with such Third Parties exist; (v) comScore shall not renew or
extend such agreement unless such Third Parties expressly agree
that they shall have no right to use the Licensed Materials in any
manner or for any purpose within the Field of Use, except to the
extent expressly permitted pursuant to Section 2.4.2, if
applicable; and (vi) following each such expiration date, each
such Third Party will have no right to access or use, and will not
access or use, the applicable Licensed Materials in any manner or
for any purpose, within the Field of Use, except to the extent
expressly permitted pursuant to Section 2.4.2, if applicable.






	 	2.4.2.	 	Additional Reservation of Rights.






	 	2.4.2.1	 	Financial Publishers. comScore reserves the right to provide
access to and use of comScore Transaction Data solely for purposes of
publishing financial data to entities in the business of publishing
financial data (“Financial Publishers”), including the “sell-side”
divisions of investment advisers and mutual fund complexes publishing
investment analyses, issuers of market letters, and financial news
organizations; provided that (i) comScore shall not make such comScore
Transaction Data available to such Financial Publishers within
[* * * *]
business days of the date of availability to Citadel of the comScore
Transaction Data and (ii) comScore shall require that such Financial
Publishers do not disclose [* * * *]. There shall be no
restriction on the ability of a Financial Publisher to receive and
publish equity-specific comScore Visitor Data. Subject to comScore’s
obligations under Section 2.1.1 and this Section 2.4.2.1 and subject to
the license granted under Section 2.1.1, Financial Publishers may
receive comScore Data for purposes outside of the Field of Use.
	 
	 	2.4.2.2	 	General Media. comScore reserves the right to provide the general
media with access to and use of the comScore Transaction Data and
comScore Visitor Data from time to time as part of comScore’s corporate
marketing programs; provided, however, such access and use must be
provided free of charge






12









 












	 	 	 	and comScore shall use its best efforts to preserve the trading
and investing value to Citadel of the Licensed Materials by
limiting and delaying such access and use by the general media.
Subject to comScore’s obligations under Section 2.1.1 and this
Section 2.4.2.2 and subject to the license granted under Section
2.1.1, there shall be no restriction on the ability of the general
media to publish the comScore Transaction Data and the comScore
Visitor Data, or to receive the comScore Data for purposes outside
of the Field of Use.
	 
	 	2.4.2.3	 	Strategic Acquisitions. comScore reserves the right to provide
Third Parties (other than Citadel Competitors) that are not Financial
Companies with access to the comScore Data for the limited use by such
Third Parties solely to determine whether to acquire capital stock or
assets of, or otherwise consolidate or merge with, a target company
primarily for strategic, not financial, reasons. comScore reserves the
right to provide Third Parties (other than Citadel Competitors) that
are Financial Companies with access to the comScore Data for the
limited use by such Third Parties solely to determine whether to
acquire all or substantially all of the capital stock or assets of, or
otherwise consolidate or merge with, a target company primarily for
strategic, not financial, reasons; provided, however, comScore shall
not provide such comScore Data until [* * * *] business days following
the date such comScore Data is made available to Citadel. comScore
shall require that such Third Party only uses the comScore Data as
expressly permitted by this Section 2.4.2.3. By way of example, a
Third Party that desires to acquire or invest in a company primarily
based on how such company’s current operations would fit into the Third
Party’s current operations may use the comScore Data to solely evaluate
an acquisition or investment of such company.
	 
	 	2.4.2.4	 	Non-Financial Companies. Notwithstanding comScore’s obligations
or the scope of the license granted under Section 2.1.1, comScore is
not required to expressly prohibit any Third Parties that are not
Financial Companies from using the Licensed Materials within the Field
of Use; provided, however, comScore shall not grant any rights to such
Third Parties within the Field of Use and shall use its best efforts to
cause such Third Parties to expressly agree not to use the comScore
Data for any purpose within the Field of Use.
	 
	 	2.4.2.5	 	Third Parties. Without limiting comScore’s obligations or the scope
of the license granted under Section 2.1.1 and notwithstanding
compliance with Section 2.4.2.4, comScore shall use its best efforts to
prevent all Third Parties from using





13









 











	 	 	 	the comScore Data within the Field of Use. Notwithstanding
anything to the contrary contained in this Agreement (other than
as expressly permitted under Sections 2.4.1.1, 2.4.1.2, 2.4.1.3,
and 2.4.1.4), comScore shall not grant any rights to, or otherwise
provide or make available, comScore Data to any Third Party that
comScore knows, or should have known, will use, has used or uses
the comScore Data within the Field of Use.
	 
	 	2.4.2.6	 	Use of comScore Data by Director Position held by Citadel.
Notwithstanding anything to the contrary, this Agreement does not
restrict the use of the Licensed Materials by any individual serving as
a corporate director of comScore on behalf of Citadel.






	 	2.5	 	Escrow of Source Code.






	 	2.5.1.	 	As soon as practicable, but in any event within 45 days, after the execution
of this Agreement, comScore shall place and maintain a copy of all source code
and together with all documentation reasonably necessary for Citadel to fully
maintain, modify and utilize the comScore Software (excluding any Third Party
applications) (hereinafter referred to as “Source Code”) for any comScore
Software provided or made available under this Agreement to the extent comScore
does not deliver complete source code to Citadel, including updates and
upgrades thereto (to be deposited from time to time, and in any event not later
than thirty (30) days after delivery of any enhancements, updates, upgrades, or
releases of the comScore Software), in an escrow account with a nationally
recognized, independent, financially sound third party reasonably acceptable to
Citadel (the “Escrow Agent”), pursuant to the terms of a master escrow
agreement (the “Escrow Agreement”) among comScore, Citadel and the Escrow
Agent. The Escrow Agreement shall contain mutually agreeable provisions for
release of the Source Code to Citadel (including, at a minimum, the release
conditions for the Source Code contained in Section 2.5.6 below). Citadel
shall be responsible for the costs associated with set up and maintenance of
such Escrow Account.
	 
	 	2.5.2.	 	Without limiting the generality of the rights granted in Section 2.1,
comScore hereby grants to Citadel a worldwide, fully paid nonexclusive license
to access, use, operate, maintain, copy, modify, create derivative works from,
install, enhance, and improve the Source Code, all to support and maintain the
comScore Software (and all enhancements) for the purpose of accessing,
operating, maintaining, copying, modifying, creating derivative works form,
installing, enhancing, improving, developing and otherwise using the comScore
Software, and for no other purpose. Such license shall be effective upon the
proper release of the Source Code from the Escrow Agent, in accordance with the
terms of the Escrow Agreement. comScore shall have no obligation to support or
maintain any Source Code modified by any party other than comScore.




14









 












	 	2.5.3.	 	comScore shall retain all ownership rights, title and interest in and to the
Source Code, including without limitation all patents, copyrights, trademarks,
trade secrets and other intellectual property rights inherent therein.
	 
	 	2.5.4.	 	Any Source Code that Citadel receives under the Escrow Agreement shall be
subject to the confidentiality provisions in this Agreement.
	 
	 	2.5.5.	 	Citadel may, at its expense, conduct an audit not more than once each
calendar year of the Source Code held by the Escrow Agent to confirm the
completeness and currency of such Source Code. To the extent such audit
reveals that the Source Code maintained by the Escrow Agent is incomplete or
not current, comScore shall promptly deliver current Source Code to the Escrow
Agent and shall reimburse Citadel for the fees and expenses of such audit.
Escrow Agent shall, at Citadel’s cost, provide Citadel a quarterly update
regarding the version and release of any source code held in escrow.
	 
	 	2.5.6.	 	The Escrow Agreement shall provide for the release of the Source Code held by
Escrow Agent to Citadel upon any of the following conditions: (i) comScore
ceases to support the comScore Software in the manner required by this
Agreement; (ii) comScore is adjudicated insolvent, or consents or acquiesces to
the appointment of a receiver or liquidator; (iii) comScore’s board of
directors or a majority of its shareholders take any action authorizing the
dissolution or liquidation of comScore; (iv) comScore voluntarily or
involuntarily becomes a debtor subject to proceedings under the United States
Bankruptcy Code, comScore makes an assignment for the benefit of creditors, or
a receiver is appointed for comScore; (v) comScore fails to continue to do
business as a going concern; (vi) the termination of substantially all of
comScore’s ongoing business operations relating to the subject to this
Agreement; or (vii) any liquidation of comScore (excluding any assignment or
change of control contemplated in Section 13.3), or any sale, assignment or
foreclosure of or upon assets that are necessary for the performance by
comScore of its responsibility under this Agreement.






	3.	 	SERVICES






	 	3.1	 	Engagement. Citadel hereby engages comScore to provide the Services and
comScore Materials and comScore accepts such engagement.
	 
	 	3.2	 	Implementation. comScore shall provide personnel, its expertise and the
technical, professional and project management services as are reasonably requested by
Citadel. comScore shall also provide personnel, its expertise and the technical,
professional and project management services necessary to provide, implement, deploy,
provide training on and integrate the comScore Materials. comScore shall provide its
own tools, equipment and other resources, including computer software and hardware, in order to carry out its responsibilities in
performing the Services.




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	 	3.3	 	Delivery and Access.






	 	3.3.1.	 	comScore Data.






	 	3.3.1.1	 	Real Time. Commencing no later than fifteen calendar days following
the Services Commencement Date, comScore shall provide Citadel, in a
manner and media reasonably requested by Citadel, with Real Time access
to the comScore Data twenty-four hours per day, seven days per week,
subject only to the following:






	 	3.3.1.1.1	 	Raw Data comprising Visitor Data (as described in Section
1.1.1.1.1(i)) may be unavailable while comScore performs
scheduled maintenance between the hours of 9 a.m. and 3 p.m.
EST and during any unscheduled outages, such unscheduled
outages not to exceed eighteen (18) hours per month.
Notwithstanding the above, comScore shall make reasonable
efforts to cause scheduled maintenance to occur outside of
business hours.
	 
	 	3.3.1.1.2	 	comScore Data (other than the data described in Section
3.3.1.1.1) shall not be unavailable for more than ten (10)
hours per month during any unscheduled outages (and there
shall be no scheduled outages).






	 	3.3.1.2	 	Identification. At all times, comScore shall identify such
characteristics of all comScore Data as reasonably requested by
Citadel, and at a minimum, shall identify the quality assurance, data
integrity and privacy policy controls that have been applied to the
comScore Data.
	 
	 	3.3.1.3	 	Duty to Collect and Update. During the Term, comScore shall
continuously collect, produce and update the comScore Data.






	 	3.3.2.	 	comScore Software, comScore Technology, comScore Syndicated Products,
Non-Core Materials, comScore Developed Materials, Documentation and Know-How.






	 	3.3.2.1	 	Delivery. Commencing on the Services Commencement Date, comScore
shall provide to Citadel, in a manner and media reasonably requested by
Citadel, the comScore Software, comScore Technology (including but not
limited to detailed methodologies for weighting and projection
factors), comScore Syndicated Products, Non-Core Materials, comScore
Developed Materials, Documentation and those portions of the Know-How
then-existing in tangible form.





16









 











	 	3.3.2.2	 	Certain Delivery Terms Regarding comScore Syndicated Products.
Commencing on the Services Commencement Date, comScore shall provide
Citadel with Real Time access to the comScore Syndicated Products.
With respect to the comScore Signals in particular, in the event a
comScore Signal is only available less than five days before the event
to which it is directed, then Citadel, Grandfathered Data Clients, and
Grandfathered Signal Clients shall have exclusive access for the
initial half (1/2) of the time interval between issuance of the comScore
Signal and the event. In the event a comScore Signal is issued so
close in time to its event that it may only be issued and effectively
utilized a single time, then comScore may release the comScore Signal
to Citadel and the Grandfathered Signal Clients simultaneously. Upon
expiration of comScore’s agreements with the Grandfathered Data Clients
and the Grandfathered Signal Clients, comScore shall have no obligation
to continue producing the comScore Signals.
	 
	 	3.3.2.3	 	Certain Delivery Terms Regarding comScore Macro Report. With respect
to the comScore Macro Report, Citadel and the Grandfathered Data
Clients shall receive access to the comScore Data utilized in the
weekly report four (4) trading hours before any other parties receive
access to the weekly report, and as to the monthly comScore Macro
Report, Citadel shall receive such report concurrent with all other
recipients. It is agreed that there may be circumstances where the
comScore Data utilized in a weekly comScore Macro Report is only
available less than four (4) trading hours before events or
developments which would limit or eliminate the trading advantage
provided by such report, and in such cases comScore will ensure that
only Citadel and the Grandfathered Data Clients have advance access to
such data for the initial half (1/2) of the time interval between
availability of the report and the above referenced event or
development. Upon expiration of comScore’s agreement with [* * * *],
comScore shall have no obligation to continue producing the comScore
Macro Report.
	 
	 	3.3.2.4	 	Duty to Update. comScore shall provide to Citadel, in a manner and
media acceptable to Citadel in its reasonable discretion, updates,
modifications, enhancements, patches, bug fixes and upgrades to the
comScore Software, comScore Technology, comScore Syndicated Products,
Non-Core Materials, comScore Developed Materials, Documentation and
comScore Know How, as soon as such updates are used, licensed or developed by comScore or its Affiliates. comScore
shall update the weighting and projection factors using its best
practices and shall notify Citadel of such changes as set forth in
Section 3.8.




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	 	3.3.3.	 	Custom Collected Data. Commencing as set forth in the applicable Statement
of Work, comScore shall provide Citadel, in a manner and media reasonably
requested by Citadel, with Real Time access to the applicable Custom Collected
Data, subject to the availability requirements set forth in Section 3.3.1.1 and
any other terms and conditions set forth in the applicable Statement of Work.
	 
	 	3.3.4.	 	Telecommunications and Related Costs. Citadel shall be responsible for all
telecommunication and data transfer charges and facilities required to provide
Citadel with access to the comScore Data; provided, however, that comScore
shall reasonably cooperate with Citadel so as to minimize Citadel’s expenses in
connection therewith.






	 	3.4	 	comScore Personnel — Services Commitment. Commencing on the date that is
fifteen (15) calendar days following the Effective Date (the “Service Commencement
Date”) and continuing throughout the Term, comScore shall provide Citadel with four
thousand (4,000) hours per year (four thousand one hundred (4,100) hours during the one
year period from the Service Commencement Date to the first anniversary thereof) (the
“Services Commitment”) of comScore personnel time to perform Services requested by
Citadel (including but not limited to any training as defined in Section 3.5, support,
development or other services related to the comScore Materials requested by Citadel
such as the development of a procedures manual or the delivery of comScore Data in
formats and media requested by Citadel that differ from the format and media used by
comScore in the ordinary course of its business). To the extent Citadel does not
utilize the entire Services Commitment in a given year, the balance (not to exceed one
thousand (1,000) hours per year) shall be carried forward until such hours are
utilized. Each month, comScore shall provide Citadel with a written report detailing
the Services performed by comScore and charged against the Services Commitment, the
time spent on such Services (on a per resource, per hour basis), and such other
information reasonably requested by Citadel. comScore personnel shall provide up to
twenty-four (24) hours of Services per week at Citadel’s Chicago offices, as required
by Citadel. Citadel shall provide comScore personnel performing Services at Citadel’s
Chicago offices with work space as reasonably required to perform the applicable
Services. Citadel will reimburse comScore for reasonable transportation and room and
board expenses for comScore personnel providing Services at Citadel’s Chicago offices
pursuant to the Services Commitment. At Citadel’s request, comScore shall provide
resources in excess of the Services Commitment at an hourly rate equal to comScore’s
Labor Cost (as defined in Section 3.6.3.3) multiplied by 1.43. comScore shall not
assign any employee to provide Services to Citadel unless such comScore employee
understands and has




18









 












	 	 	 	agreed to be bound by the obligation to maintain in strict confidence and not to
misuse Citadel’s Confidential Information by executing and delivering Citadel’s form
of nondisclosure agreement.
	 
	 	3.5	 	Training. As part of the Services Commitment as requested by Citadel, comScore
will provide training to Citadel in the use, operation and maintenance of the comScore
Materials. The training programs will be conducted on dates and at times reasonably
requested by Citadel. The training programs will be designed and conducted in a manner
so as to enable an adequate number, as determined by Citadel in its reasonable
discretion, of Citadel’s personnel to utilize the comScore Materials as contemplated by
this Agreement upon completion of such training and to provide ongoing training for
Citadel’s other personnel. At Citadel’s option, training will be conducted at
Citadel’s offices in Chicago at times reasonably requested by Citadel. comScore and
Citadel will assume and be responsible for the payment of all transportation, room and
board expenses of their respective employees in connection with such training.
	 
	 	3.6	 	Change Management; comScore Developed Materials; Citadel Owned Developed
Materials. comScore and Citadel may enter into additional statements of work for the
performance of additional services (including the provision of comScore Developed
Materials and Citadel Owned Developed Materials) (“Additional Services”), whether
related to the Licensed Materials or otherwise (each, a “Statement of Work”). In the
absence of a specific, express agreement to the contrary, any such Statement of Work
shall be governed by the terms and conditions of this Agreement. Citadel and comScore
agree to process proposals for Additional Services, as follows:






	 	3.6.1.	 	Requests. Citadel may at any time, and from time to time, request that
comScore perform Additional Services for Citadel with reasonable advance
written notice that includes a reasonably detailed specification of the nature,
extent and desired timeframe for the work to be performed and specifies the
desired pricing proposal.
	 
	 	3.6.2.	 	Proposals. Within a reasonable period (not to exceed ten (10) days, except
in the case of requests that Citadel reasonably designates as constituting
minor or urgent projects, in which case not to exceed three (3) business days)
after receiving such a request from Citadel, comScore shall prepare and submit
an initial proposal to Citadel that includes good faith pricing estimates and
timelines for the project. If Citadel chooses to pursue its request further,
comScore shall, within a reasonable period, prepare a written proposal that:






	 	3.6.2.1	 	assesses the expected impact of such request on any Services or
deliverables then being provided hereunder;
	 
	 	3.6.2.2	 	meets the pricing requirements set forth below;




19









 












	 	3.6.2.3	 	defines and describes how comScore would fulfill or satisfy such
request, and describes any additional Services and deliverables to be
provided by comScore pursuant thereto;
	 
	 	3.6.2.4	 	sets forth cost estimates, specifications, implementation plans and
time schedules, with appropriate milestone and completion dates,
anticipated by comScore in connection with fulfilling such request;
	 
	 	3.6.2.5	 	contains proposed completion and acceptance criteria; and
	 
	 	3.6.2.6	 	sets forth any other information comScore considers appropriate for
inclusion.






	 	3.6.3.	 	Pricing.






	 	3.6.3.1	 	With respect to any request for Additional Services, comScore shall
provide such Additional Services at prices not to exceed the sum of (i)
comScore’s Labor Cost multiplied by 1.43, and (ii) the incremental
increase in infrastructure costs required to provide such Additional
Services (such as costs for additional servers, bandwidth and storage
and other out-of-pocket costs incurred by comScore and agreed to by
Citadel in advance including, for example, incentive costs to induce
panelists to complete a survey) multiplied by 1.43 (collectively, the
“Additional Services Fee”). The calculation of the Additional Services
Fee shall not include travel, lodging, and living expenses of comScore
personnel incurred in connection with the provision of Additional
Services; provided, however, Citadel shall reimburse comScore for such
actual reasonable expenses. Notwithstanding the above, Citadel may
utilize hours available under the Services Commitment for the
performance of Additional Services in lieu of the payment of the amount
set forth in clause (i) in the preceding sentence; provided, however,
the hours available under the Services Commitment shall be reduced at a
rate of two (2) hours for each hour of Survey Services or services
related to the generation or management of Private Panels actually
performed by comScore’s Survey Services and Private Panel experts.
Further, comScore shall provide such additional resources necessary to
provide the requested Additional Services according to the schedule
reasonably required by Citadel.
	 
	 	3.6.3.2	 	In the event Citadel provides comScore a license to Custom Collected
Data as more particularly set forth in Section 4.2.3, Citadel shall
receive a discount of ten percent (10%) on the Additional Services Fee.




20









 






	 	3.6.3.3	 	For purposes of this Agreement, “Labor Cost” shall mean, for each
comScore employee performing services pursuant to a request by Citadel
under this Section 3.6.3.1 or a request for hours in excess of the
Services Commitment, the product of two (2) multiplied by the actual
hourly salary of such employee multiplied by the number of hours such
employee performed services pursuant to such request; and “actual
hourly salary” shall mean the actual annual salary of such employee
(not including any benefits, bonuses, incentive stock option
compensation and any other non-cash compensation) divided by 2,000
hours.






	 	3.6.4.	 	Acceptance of Proposal. If Citadel shall deem such proposal acceptable, and
shall so notify comScore by a written purchase order or other writing executed
by an authorized signatory of Citadel.
	 
	 	3.6.5.	 	Other Providers. As to any proposed Additional Services, comScore agrees
that Citadel may solicit or accept bids from any service provider that it may
also have requested comScore to perform and may award such work to any such
bidder for any reason. Citadel shall use good faith and commercially
reasonable efforts to notify comScore of any opportunities to bid for and
subsequently to bid on the provision of services to Citadel that Citadel
considers appropriate for comScore participation.






	 	3.7	 	Cooperation. comScore shall cooperate as reasonably requested with other
service providers of Citadel (excluding comScore Competitors) to coordinate the
provision of Services with the services and systems of such other service providers,
including any service provider providing services as described in Section 3.6.5.
	 
	 	3.8	 	comScore Methodologies. No later than the first day of each calendar quarter,
comScore shall deliver to Citadel a written report setting forth the methodologies used
to collect and process the comScore Data in sufficient detail to permit Citadel’s
trading personnel to comprehend such methodologies in all material respects. Without
limiting comScore’s obligation to provide such quarterly report, in the event comScore
implements a material change to such methodologies during any quarter, comScore shall
provide Citadel with a written summary of such change as soon as possible but no later
than one (1) business day following the implementation of such change. Further, at any
time, and from time to time, upon Citadel’s request, comScore shall provide Citadel
with a written report on comScore’s methodologies at the level of detail required for
the quarterly report described above, and the hours consumed by the preparation of such
report shall be deducted from the Services Commitment.
	 
	 	3.9	 	Continuous Improvement. Throughout the Term, comScore shall develop and
provide the comScore Materials and Services under quality assurance programs, and
comScore shall pursue, from time to time, new technologies and procedures






21










 






	 	 	 	to improve the comScore Materials and Services or the delivery or provision thereof.
comScore shall, as part of such pursuit, identify and apply proven techniques and
tools from other non-proprietary installations within comScore’s operations or
knowledge that could benefit Citadel’s use of the comScore Materials or Services
either operationally or financially. Without limiting comScore’s obligations to
provide the comScore Software, comScore shall use commercially reasonable efforts to
make available to Citadel additional software and related tools to aid Citadel’s
direct access and manipulation of the comScore Materials.
	 
	 	3.10	 	Root Cause Analysis. Upon comScore’s discovery of, or, if earlier, comScore’s
receipt of a notice from Citadel in respect of comScore’s failure to provide any of the
Services or comScore Materials in accordance with this Agreement, comScore shall
promptly (and in any event within five (5) business days), perform a root-cause
analysis to identify the cause of such failure. comScore shall use best efforts to,
within ten (10) business days after such discovery or notice, provide Citadel with a
written report detailing the cause of, and procedure for correcting, such failure and
provide Citadel with reasonable evidence that such failures within comScore’s control
will not likely recur. In any event, comScore shall provide such report within thirty
(30) calendar days.
	 
	 	3.11	 	Disaster Recovery Plan. Within sixty (60) calendar days following the
Effective Date, comScore shall develop and deliver to Citadel a disaster recovery plan
(the “Disaster Recovery Plan”) applicable to the Services and comScore Materials and in
accordance with market research industry best practices. Such Disaster Recovery Plan
shall be subject to the review and approval of Citadel, such approval not to be
unreasonably withheld. In connection with such review and approval, Citadel or its
representatives may perform an operational audit of comScore’s facilities, networks,
data centers, systems and service providers with respect to such Disaster Recovery Plan
at its expense, and such audit shall not be counted as an operational audit for
purposes of Section 14.14.3. Any parties conducting such review or audit must be bound
by obligations of confidentiality substantially similar to those set forth in this
Agreement. Citadel reserves the right to identify (at any time, and from time to time,
during the one year period following the Effective Date) and notify comScore of such
other items, in addition to the foregoing, as Citadel shall reasonably determine to be
appropriate for inclusion in such Disaster Recovery Plan. Prior to each anniversary of
the Effective Date during the Term, comScore shall revise the Disaster Recovery Plan as
appropriate to reflect any changes to the comScore Materials, Services or related
requirements and submit it to Citadel for review, comment, and approval, which shall
not be unreasonably withheld. comScore shall implement and comply with the Disaster
Recovery Plan.
	 
	 	3.12	 	Reports. During the Term, comScore shall provide Citadel with quarterly
written reports detailing the metrics measured in connection with Section 3.3.1.1,
Section 7.1.2 and Section 7.1.3.




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	4.	 	CERTAIN PROPRIETARY RIGHTS






	 	4.1	 	Citadel Proprietary Rights.






	 	4.1.1.	 	Ownership of Citadel Owned Developed Materials. Notwithstanding anything to
the contrary contained in this Agreement, all Citadel Owned Developed Materials
shall be owned exclusively by Citadel (including all patents, copyrights, trade
secrets or other intellectual property related thereto). To the extent that
exclusive title and/or ownership rights may not originally vest in Citadel as
contemplated herein, comScore hereby irrevocably assigns all right title and
interest, including all patents, copyrights, trade secrets or other
intellectual property and ownership rights, in the Citadel Owned Developed
Materials to Citadel. comScore agrees and will cause its approved
subcontractors and agents to agree, that with respect to any Citadel Owned
Developed Materials that may qualify as a Work Made for Hire as defined in 17
U.S.C. §101, such Citadel Owned Developed Materials are and will be deemed a
Work Made for Hire and Citadel will have the sole right to the copyright (or,
in the event that any such Citadel Owned Developed Materials do not qualify as
a Work Made for Hire, the copyright and all other rights thereto will be
assigned as above. comScore is hereby granted a non-exclusive license to
Citadel Owned Developed Materials solely for purposes of and during the term of
carrying out its duties hereunder during the Term. To the extent that Citadel
Owned Developed Materials are created by the embedding or compiling of comScore
Materials with newly created tangible or intangible work product or
developments, Citadel’s ownership interest shall not extend to the comScore
Materials (including pre-existing or independently developed comScore
Materials) included therein (which shall be licensed to Citadel pursuant to
Section 2.1.1) but shall include the compilation or combination of tangible or
intangible work product or developments that is a part of the Citadel Owned
Developed Materials. comScore acknowledges that Citadel does not intend
comScore to be a joint author of the Citadel Owned Developed Materials within
the meaning of the Copyright Act of 1976, as amended, and that in no event
shall any Citadel Owned Developed Materials be deemed to have been developed
with the intent that comScore be a joint author thereof. comScore hereby
agrees to deliver to Citadel all Citadel Owned Developed Materials (including,
as to any Citadel Owned Developed Materials that consists of software, all
source code and documentation). comScore acknowledges and agrees that the
Custom Collected Data are owned by Citadel and shall not be used or disclosed
by comScore except as set forth in this Section 4.1.1 and Section 4.2.3.
	 
	 	4.1.2.	 	Treatment of and Access to Internal Citadel Data.






	 	4.1.2.1	 	Notwithstanding anything to the contrary herein, Citadel shall be
and remain, at all times, the sole and exclusive owner of the




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	 	 	 	Internal Citadel Data (including any modification, compilation,
or derivative work therefrom and all intellectual property and
proprietary rights contained therein or pertaining thereto) and,
effective in each case upon the creation of such items, comScore
hereby assigns the same to Citadel. For purposes of this
Agreement, “Internal Citadel Data” shall mean, in or on any media
or form of any kind: (a) all data or summarized data related to
Citadel, and all data indexing such data, including data that is
in Citadel’s databases or otherwise in Citadel’s possession on the
Service Commencement Date or at any time from such date; (b) all
other Citadel records, data, files, input materials, processed
data, reports and forms that may be received, computed, developed,
used, or stored by comScore, or by any of comScore’s permitted
subcontractors, for Citadel in the performance of comScore’s
duties under this Agreement; and (c) any information, output or
material generated by Citadel running the comScore Software or
using the comScore Technology.






	 	4.1.2.2	 	Solely to the extent made available to comScore and permitted by any
applicable Third Parties, comScore is hereby granted a license to use
the Internal Citadel Data solely for purposes of and during the term of
carrying out its duties hereunder and solely to the extent that
comScore requires access to such data to provide the Services as
contemplated by this Agreement during the Term. comScore shall not
commercially exploit the Internal Citadel Data, or do any other thing
that may in any manner adversely affect the integrity, security or
confidentiality of such items.






	 	4.2	 	comScore Proprietary Rights.






	 	4.2.1.	 	comScore Materials. Except as provided in Section 2 and Section 4.1.1,
comScore shall retain all proprietary and intellectual property rights in and
to the comScore Materials.
	 
	 	4.2.2.	 	Certain Restrictions on Custom Coded Data. In no event shall comScore or
its Affiliates grant any Third Party any rights to the Custom Coded Data within
the Field of Use and in no event shall comScore or its Affiliates use the
Custom Coded Data within the Field of Use (except as expressly permitted in
Section 2.4.2.4), whether or not for its own account; provided, however,
Citadel acknowledges that comScore may license the Custom Coded Data to
Grandfathered Data Clients solely in the event each such Grandfathered Data
Client (i) expressly requests such Custom Coded Data without any solicitation
from comScore (it being acknowledged that the existence of Custom Coded Data is
Confidential Information of Citadel and that comScore shall not disclose the
existence




24









 






	 	 	 	thereof to the Grandfathered Data Clients) and (ii) pays comScore no less
than the amounts paid by Citadel to comScore for such Custom Coded Data.
Subject to Section 2.3.2 and in accordance with the reservations of rights
set forth in Section 2.4.2.4, comScore may use and disclose the Custom Coded
Data outside the Field of Use.






	 	4.2.3.	 	License to Custom Collected Data. Subject to the prior written consent of
Citadel in each instance (which consent may be withheld in Citadel’s sole
discretion) and the provision of the ten percent (10%) reduction in the
Additional Services Fee for the applicable Custom Collected Data, Citadel shall
grant to comScore and its Affiliates a perpetual, non-transferable, worldwide,
royalty-free, non-exclusive license to use, distribute and sublicense the
Custom Collected Data solely for purposes outside the Field of Use; provided,
however, (i) in no event shall comScore distribute or make the Custom Collected
Data available to [* * * *] or any other Citadel Competitor, and (ii) comScore
shall require that Custom Collected Data is not further resold by its clients
or other sublicensees, subject to the reservation of rights set forth in
Section 2.4.2.4.





5. RELATIONSHIP MANAGEMENT





	 	5.1	 	Steering Committee. The parties shall establish and maintain an advisory
oversight committee (the “Steering Committee”), which shall be composed of an equal
number of comScore’s representatives and Citadel’s representatives. The initial
representatives and their positions with Citadel and comScore, respectively, are set
forth in Schedule 5. The members appointed by either party may be replaced at
the discretion of such party. The general responsibilities of the Steering Committee
shall be: (i) to monitor the general progress of the performance of this Agreement;
(ii) to analyze and attempt to resolve matters referred by the Contract Executives;
(iii) to review comScore’s service performance and recommend remedial actions to
resolve any performance deficiencies; (iv) to consider and recommend to authorized
management approval or rejection of proposed Statements of Work. The Steering
Committee shall meet once per month, or more frequently as requested with ten (10)
days’ prior written notice, by either Citadel and comScore, and at these meetings shall
discuss reports prepared by the Contract Executives with respect to the status of the
performance of this Agreement and significant events that have occurred since the
previous meeting. Such meetings shall be in person in or near Chicago, Illinois,
provided that they may be by telephone if requested by Citadel.
	 
	 	5.2	 	Contract Executives. Each party shall appoint an individual (the “Contract
Executive”) to act as the primary liaison between the parties with respect to the
management of this Agreement and the parties’ relationship hereunder. The initial
Contract Executives and their positions with Citadel and comScore, respectively, are
set forth on Schedule 5. comScore’s Contract Executive shall have overall
responsibility for directing all of comScore’s activities hereunder, and shall be
vested with all necessary authority to fulfill that responsibility.




25









 












	 	5.3	 	Individual Performance. If Citadel believes that the performance or conduct of
any comScore employee or independent contractor is, for any lawful reason,
unsatisfactory to Citadel or is not in compliance with the provisions of this
Agreement, Citadel may so notify comScore and upon any such notice comScore shall
promptly remedy the performance or conduct of such person, or, if the conduct or
performance has not been corrected within fourteen (14) days after Citadel provides
comScore notice of the problem, then, at Citadel’s request, comScore shall replace such
person with another person.
	 
	 	5.4	 	Specific Personnel. comScore shall use its best efforts to provide Citadel
with its personnel most capable to perform the particular Services required or
requested hereunder. Without limiting the generality of the foregoing, Citadel may
request that comScore provide specified individuals to perform Services hereunder, and
comScore shall use its best efforts to accommodate such requests. Following the
assignment of any comScore personnel to perform Services for Citadel under this
Agreement, comScore shall use its best efforts to retain such personnel, maintain the
assignment of such personnel to Citadel and otherwise continue to deploy such personnel
to provide Services to Citadel. In no event shall comScore induce or attempt to induce
any such personnel to transfer or request a transfer from such personnel’s assignment
on Citadel projects.
	 
	 	5.5	 	Transfer of Certain Personnel. With respect to each person who provides
Services to Citadel under this Agreement, without the prior written consent of Citadel,
such consent not to be unreasonably withheld, comScore shall not permit such person,
either during the time such individual is engaged or assigned to provide Services to
Citadel or during the two (2) years after such individual ceases to provide such
Services, to provide services as a comScore employee to any Grandfathered Data Client,
Grandfathered Signal Client, or any of their Affiliates.
	 
	 	5.6	 	Dispute Resolution.






	 	5.6.1.	 	Problems. In the event of a dispute hereunder, the Steering Committee shall
discuss and make an effort to resolve such dispute at or prior to the next
scheduled Steering Committee meeting. If the Steering Committee shall have
executed a written resolution of the dispute, each party shall begin
performance in accordance with such resolution, provided that no agreement of
the Steering Committee may amend or modify the terms of this Agreement without
the concurrence of authorized management from both parties. At any time, a
party may refer a dispute to be resolved by the Chief Operating Officer of
Citadel and the Chairman of comScore (the “Senior Executives”).
	 
	 	5.6.2.	 	Unresolved Disputes. If any dispute arises between the parties, and the
disputed matter has not been resolved by the Steering Committee within ten (10)
days after such dispute has come to their attention, and the disputed matter
has not been resolved by the Senior Executives, within




26









 






	 	 	 	twenty (20) additional calendar days, or such longer period as agreed to in
writing by the parties, and without regard to whether either party has
contested whether these procedures, including the duty of good faith, have
been followed, each party shall have the right to commence any legal
proceeding in a court of competent jurisdiction as permitted by law.






	 	5.7	 	No Termination or Suspension of Services. Notwithstanding anything to the
contrary contained herein, and even if any dispute arises between the parties and
regardless of whether or not it requires at any time the use of the dispute resolution
procedures described above, in no event nor for any reason shall comScore interrupt or
delay the provision of Services or comScore Materials to Citadel on a Real Time basis,
disable the comScore Materials or any portion thereof or any deliverable hereunder, or
perform any other action that prevents, slows down, or reduces in any way the provision
of the comScore Materials or Services or Citadel’s ability to conduct its business,
unless: (i) authority to do so is granted by Citadel in writing or conferred by a
court of competent jurisdiction; or (ii) this Agreement has been terminated by Citadel
pursuant to Section 11.3.
	 
	 	5.8	 	Injunctive relief. Neither party shall be obligated to follow the procedures
set forth in Sections 5.6.1 and 5.6.2 in order to seek injunctive relief for violations
of Sections 2, 4, 9 and 10.





6. LICENSE FEES AND PAYMENT TERMS





	 	6.1	 	Total Price. Except for amounts payable for Additional Services, resources in
excess of the Services Commitment, travel, room and board reimbursements for services
provided as part of the Services Commitment as specified in Section 3.4,
telecommunications cost reimbursements as specified in Section 3.3.4 and approved by
Citadel in writing, applicable Third Party license fees as specified in Section 6.8,
and the Revenue Share Reimbursement, the total consideration payable to comScore under
this Agreement shall consist of the license fee payments set forth below (the “License
Fee”). No other fees or charges of any kind whatsoever shall be payable or
reimbursable under this Agreement in respect of the comScore Materials or comScore’s
obligations to provide any Services hereunder.
	 
	 	6.2	 	License Fees.






	 	6.2.1.	 	Initial Term. For each Contract Year of the Initial Term, Citadel shall pay
to comScore an annual License Fee as follows:






	 	6.2.1.1	 	Six Million Five Hundred Thousand Dollars ($6,500,000), payable on
the Effective Date; and
	 
	 	6.2.1.2	 	Three Million Dollars ($3,000,000), payable on the first, second,
third and fourth anniversaries of the Effective Date.




27









 












	 	6.2.2.	 	Renewal Terms. For each Contract Year during any Renewal Term, Citadel shall
pay to comScore an annual License Fee equal to the Renewal License Fee. Each
Renewal License Fee payment will be made as follows:






	 	6.2.2.1	 	On the first day of the Renewal Term and on each anniversary
thereafter, Citadel shall pay the Preliminary Renewal License Fee; and
	 
	 	6.2.2.2	 	Within thirty (30) days following receipt of comScore’s audited
financial statements for the then completed fiscal year, audited by an
independent certified public accountant (the parties acknowledge that
such accountant may be the accountant approved by the comScore board of
directors to prepare comScore’s audited financial statements), if the
Renewal License Fee exceeds the Preliminary Renewal License Fee,
Citadel shall pay an amount equal to the underpayment, subject to the
Maximum License Fee. Otherwise, if the Renewal License Fee is less
than the Preliminary Renewal License Fee, then comScore shall refund an
amount equal to the overpayment no later than thirty (30) days
following the availability of audited financial statements
(approximately one hundred twenty (120) days from the end of the
completed fiscal year), subject to the Minimum License Fee. comScore
acknowledges that its fiscal year ends January 31st, and
comScore shall promptly notify Citadel of any change to its fiscal year
end.






	 	6.2.3.	 	Payment of Final Annual License Fee of the Initial Term or Renewal Term.
Notwithstanding anything to the contrary contained in this Agreement, in the
event Citadel gives written notice of termination pursuant to Section 11.1,
then Citadel shall pay the final annual License Fee as follows:






	 	6.2.3.1	 	If during the Initial Term, Citadel shall pay One Million Dollars
($1,000,000), payable on the fourth anniversary of the Effective Date,
and Five Hundred Thousand ($500,000), payable on each of the dates that
are three, six, nine and twelve months following the fourth
anniversary; and
	 
	 	6.2.3.2	 	If during a Renewal Term, Citadel shall pay one-third of the
Preliminary Renewal License Fee, payable on the second anniversary of
the first day of the Renewal Term, and one-sixth of the Preliminary
Renewal License Fee, payable on each of the dates that are three, six,
nine and twelve months following the second anniversary of the Renewal
Term; provided, however, such payments shall be subject to the true-up
set forth in Section 6.2.2.2, and any additional payments owed by
Citadel shall be




28









 






	 	 	 	paid on a pro rata basis over the remaining payment dates and any
overpayments shall be refunded by comScore pursuant to the terms
of Section 6.2.2.2.






	 	6.2.4.	 	Definitions.






	 	6.2.4.1	 	“Contract Year” shall mean the yearly period commencing on the
Service Commencement Date and each yearly period commencing on the
anniversary of the Service Commencement Date during the Term.
	 
	 	6.2.4.2	 	“CPI Change” shall mean the percentage change between (i) the
Consumer Price Index, All Urban Consumers, U.S. City Average, all
items, most recently published (at the time of calculation) by the
Bureau of Labor Statistics of the United States Department of Labor (or
a successor agency of the United States government) and (ii) the
comparable statistic published for the same month of the previous year.
In the event the specified CPI statistic is not reasonably available
for both the then current and previous year, the “CPI Change” shall be
a reasonable measure of change in consumer prices reasonably determined
by Citadel.
	 
	 	6.2.4.3	 	“Minimum License Fee” shall mean Two Million Seven Hundred Fifty
Thousand Dollars ($2,750,000) for the first Contract Year of the first
Renewal Term. Thereafter, the Minimum License Fee shall increase or
decrease each Contract Year by the CPI Change plus an increase of two
percent (2%) over the Minimum License Fee for the prior Contract Year.
In no event shall the Minimum License Fee decrease below Two Million
Seven Hundred Fifty Thousand Dollars ($2,750,000).
	 
	 	6.2.4.4	 	“Maximum License Fee” shall mean Four Million Five Hundred Thousand
Dollars ($4,500,000) for the first Contract Year of the first Renewal
Term. Thereafter, the Maximum License Fee shall increase or decrease
each Contract Year by the CPI Change plus an increase of two percent
(2%) over the Maximum License Fee for the prior Contract Year. In no
event shall the Maximum License Fee decrease below Four Million Five
Hundred Thousand Dollars ($4,500,000).
	 
	 	6.2.4.5	 	“Preliminary Renewal License Fee” shall mean an amount equal to
3.75% of the product of the Fee Calculation Revenue for comScore’s last
complete fiscal year multiplied by 110%; provided, however, in no event
shall the Preliminary Renewal License Fee for any Contract Year be less
than the Minimum License Fee or greater than the Maximum License Fee.




29









 












	 	6.2.4.6	 	“Renewal License Fee” shall mean an amount equal to 3.75% of the Fee
Calculation Revenue for comScore’s then current fiscal year; provided,
however, in no event shall the Renewal License Fee for any Contract
Year be less than the Minimum License Fee or greater than the Maximum
License Fee.
	 
	 	6.2.4.7	 	“Revenue” shall mean the audited net revenue of comScore for a
fiscal year, determined in accordance with then-current United States
generally accepted accounting principles, applied by comScore on a
basis consistent with all prior accounting periods.
	 
	 	6.2.4.8	 	“Fee Calculation Revenue” shall mean Revenue less any and all
amounts paid by Citadel to comScore under this Agreement during the
applicable fiscal year plus One Million Dollars ($1,000,000).






	 	6.3	 	Panel Credits. Each month, comScore shall provide Citadel with a report
setting forth the number of Panelists Under Measurement for the immediately preceding
thirty (30) day period, categorized according to panelists monitored outside the United
States, at work, at home, and at school or university. For purposes hereof, “Panelists
Under Measurement” shall mean the number of individuals aged two or older in a
household for which comScore has measured any Internet activity and generated comScore
Data in the thirty (30) day period immediately preceding such measurement. In the
event the number of Panelists Under Measurement over any thirty (30) day period ending
in a calendar month falls below [* * * *] in total, or [* * * *] people resident outside
the U.S. or [* * * *] people monitored at work, or [* * * *] people monitored at school or
university, or [* * * *] people resident in the U.S. that are using broadband or other
high-speed means (including DSL, Cable, Satellite, T1 and T3) to access the Internet,
Citadel shall receive a credit (the “Panel Credit”) as set forth below. Panel Credits
shall be applied by Citadel against any amounts otherwise owed for Additional Services
(if any) and against future License Fee payments and shall be carried forward until
fully credited to Citadel. Upon any termination or expiration of the Agreement,
comScore shall pay Citadel an amount equal to any Panel Credits.






	 	6.3.1.	 	In the event the number of Panelists Under Measurement for the comScore Data
falls below [* * * *] in total in any given month, Citadel shall receive a
credit of $[* * * *] and an additional $[* * * *] for every [* * * *] Panelists Under
Measurement less than [* * * *] for each such month that the number of
Panelists Under Measurement falls below [* * * *].
	 
	 	6.3.2.	 	In the event the number of Panelists Under Measurement for the comScore Data
falls below [* * * *] people resident outside the U.S in any given month, Citadel
shall receive a credit of $[* * * *] and an additional
$[* * * *] for every [* * * *]
Panelists Under Measurement less than [* * * *] for each such month that the
number of Panelists Under Measurement falls below [* * * *].




30









 












	 	6.3.3.	 	In the event the number of Panelists Under Measurement for the comScore Data
falls below [* * * *] people monitored at work in any given month, Citadel shall
receive a credit of $[* * * *] and an additional $[* * * *] for every [* * * *] Panelists
Under Measurement less than [* * * *] for each such month that the number of
Panelists Under Measurement falls below [* * * *].
	 
	 	6.3.4.	 	In the event the number of Panelists Under Measurement for the comScore Data
falls below [* * * *] people monitored at school or university in any given month,
Citadel shall receive a credit of $[* * * *] and an
additional $[* * * *] for every
[* * * *] Panelists Under Measurement less than [* * * *] for each such month that the
number of Panelists Under Measurement falls below [* * * *].
	 
	 	6.3.5.	 	In the event the number of Panelists Under Measurement for the comScore Data
falls below [* * * *] people resident in the U.S. that are using broadband or
other high-speed means to access the Internet in any given month, Citadel shall
receive a credit of $[* * * *] and an additional $[* * * *] for every [* * * *]
Panelists Under Measurement less than [* * * *] for each such month that the
number of Panelists Under Measurement falls below [* * * *].






	 	6.4	 	Certain Payments for comScore Syndicated Products. In the event comScore must
pay any revenue share amounts to a Third Party partner in connection with any comScore
Syndicated Products delivered to Citadel pursuant to this Agreement, then Citadel shall
pay comScore an amount equal to the actual revenue share paid by comScore to such Third
Party partner (the “Revenue Share Reimbursement”); provided, however, Citadel shall
have no obligation to make such payment unless (i) comScore provides Citadel with
written notice of such payment (and the amount of such payment) prior to delivery of
the applicable comScore Syndicated Product, (ii) Citadel notifies comScore in writing
that it desires the applicable comScore Syndicated Product, and (iii) comScore provides
Citadel with documentation sufficient to evidence comScore’s revenue share payment
obligation and the actual payment thereof. In the event the comScore Syndicated
Product is to be provided directly by a Third Party partner, then comScore shall ensure
that the price to be paid by Citadel is no greater than the price paid by any Third
Party customer and that such price shall be net of any revenue share otherwise payable
to comScore. This Section shall not apply to the comScore Macro Report, comScore
Signals or any “syndicated” products or services produced as of the Effective Date by
comScore or a Third Party that are based upon, incorporate or use comScore Materials.
	 
	 	6.5	 	Payment of Invoices. Citadel shall pay all invoices properly issued in
compliance with this Agreement within thirty (30) calendar days after receipt thereof.
Citadel may, however, after giving comScore prior written notice with a reasonable
description of the reasons, withhold payment of that portion of any invoiced amounts
that Citadel disputes in good faith, pending resolution of the matter;




31









 






	 	 	 	provided, however, Citadel acknowledges it may not withhold more than fifty percent
(50%) of the annual License Fee.






	 	6.6	 	Taxes and Duties. Citadel shall be responsible for applicable state and local
sales and use taxes imposed on charges for goods and services provided by comScore to
Citadel under this Agreement. If Citadel is required by law to pay any withholding
taxes imposed on any amount owed by Citadel to comScore hereunder, Citadel may deduct
such taxes from such amount, provided that Citadel furnishes comScore (no later than
the date on which such amount was due) with tax receipts certifying the payment of such
withholding taxes. Citadel shall not be responsible for any taxes imposed on comScore
arising from comScore’s consumption of goods and services in connection with this
Agreement. Citadel shall not be responsible for any other taxes, assessments, duties,
permits, tariffs, fees or other charges of any kind.
	 
	 	6.7	 	Services under Statements of Work. Citadel shall pay for any services under a
Statement of Work on the basis set forth in such Statement of Work.
	 
	 	6.8	 	Third Party Fees. If the payment of fees to Third Parties are required for the
use by Citadel of the Third Party applications listed on Schedule 1.1.1.2, or
any Third Party applications, models, algorithms, or analytical tools licensed by
comScore following the Effective Date, then Citadel shall bear all such Third Party
fees if Citadel requests license rights thereto; provided, however, that comScore shall
reasonably cooperate with Citadel so as to minimize Citadel’s expenses in connection
with obtaining such licenses. ComScore shall pay the Third Party fees referenced
herein for any Third Party applications licensed by comScore as of the Effective Date
unless the amount of such fees are expressly set forth in Schedule 1.1.1.2.
	 
	 	6.9	 	Most Favored Customer.






	 	6.9.1.	 	Most Favored Price Obligation. On an annual basis and at least thirty (30)
calendar days prior to the anniversary of the Services Commencement Date,
comScore shall review the pricing of Additional Services to Citadel and the
pricing of all other substantially similar services provided to other
established comScore customers. If, after using its best efforts to compare
the pricing on said services, it is determined that, on average, any
established client is receiving services at materially lower prices than
Citadel for substantially similar services, a proportionate reduction will be
made in the Labor Cost and the margin applied to the Labor Cost pursuant to
Section 3.6.3.1, and the incremental infrastructure costs for the ensuing year.
For purposes hereof, “established customer” shall be defined as a customer who
has an annual contract with the Company for no less than $500,000 per year.
	 
	 	6.9.2.	 	Certification. From time to time, but in any event no more than once
annually, comScore’s Chief Financial Officer shall, upon written request




32









 






	 	 	 	from Citadel, promptly certify in writing that comScore is in compliance
with this Section.





7. REPRESENTATIONS AND WARRANTIES





	 	7.1	 	Representations and Warranties of comScore. comScore represents, warrants and
covenants solely for the benefit of Citadel and its Affiliates as follows.






	 	7.1.1.	 	Data. During the Term the comScore Data will be collected and processed in
accordance with the methodology described in the Specifications and
Schedule 7.1.1 (including the quality control procedures described
therein), will be reasonably free from any material delays or material errors
related to the collection of comScore Data, the application of projection and
weighting factors to the comScore Data and panels to map actual consumer online
activity from work, home and university, the maintenance and construction of
panels, and will include the data described in the Schedule 1.1.1.1.
Subject to comScore’s obligation to notify Citadel of changes to the
methodology as specified in Section 3.8, Citadel acknowledges that comScore may
enhance or otherwise improve its methodology as it deems appropriate.
	 
	 	7.1.2.	 	Certain Standards. During the Term, comScore’s systems and processes shall
meet or exceed the minimum standards set forth in Schedule 7.1.2.
	 
	 	7.1.3.	 	Panelists. As of the June 30, 2003, the number and type of Panelists Under
Measurement used by comScore to generate the comScore Data shall be as set
forth in Schedule 7.1.3, and there has been no material change in the
number and type of such panelists since June 30, 2003. The number and type of
Panelists Under Measurement shall not fall below [* * * *] in total, or [* * * *]
people resident outside the U.S. or [* * * *] people monitored at work, or [* * * *]
people monitored at school or university, or [* * * *] people resident in the
U.S. that are using broadband or other high-speed means to access the Internet.
	 
	 	7.1.4.	 	comScore Materials; Citadel Owned Developed Materials. During the Term the
comScore Materials will conform to Schedule 7.1.1, and will be reasonably free
from any material defects, and will perform in accordance with the applicable
Specifications. During the Term, the comScore Software (other than Third Party
applications specified on Schedule 1.1.1.2) and Technology will include all the
functionality described in Schedules 1.1.1.2 and 1.1.1.3. The Citadel
Owned Developed Materials (other than Citadel Owned Developed Materials
developed solely or primarily by Citadel) will be free from any material
defects and will perform in accordance with the applicable Specifications.
	 
	 	7.1.5.	 	Services. The Services (including but not limited to the collection and
processing of comScore Data) will be performed in a timely, competent,




33









 






	 	 	 	professional manner and in accordance with the requirements hereof and the
highest applicable industry standards and practices.






	 	7.1.6.	 	Documentation. The Documentation will be an accurate description of the
comScore Materials, will provide sufficient information for the operation and
use thereof and will meet industry standards for detail and accuracy.
	 
	 	7.1.7.	 	Computer Viruses. comScore shall use comScore’s best practices (and in no
event less than commercially reasonable practices) regularly to identify,
screen, and prevent any Disabling Device in resources utilized by comScore or
made available by comScore to Citadel and used by Citadel in connection with
the receipt of the Services, comScore Materials and Citadel Owned Developed
Materials, and shall not itself intentionally or negligently install any
Disabling Device in resources utilized by comScore, Citadel, or any permitted
subcontractor, in connection with the provision or receipt of the Services,
comScore Materials or Citadel Owned Developed Materials. comScore shall assist
Citadel in reducing the effects of any Disabling Device discovered in any
resource related to the provision or receipt of the Services, comScore
Materials or Citadel Owned Developed Materials, especially if causing a loss of
operating efficiency or data, and comScore shall, to the extent authorized and
requested by Citadel, be responsible for modifying or repairing Citadel’s
systems and restoring Citadel’s data in the event of any breach of this Section
by comScore. For purposes of this Agreement, “Disabling Device” means any
timer, clock, counter, or other limiting design or routine that may cause
software or any data generated or used by it to be erased, become inoperable or
inaccessible, or that may otherwise cause such software to become temporarily
or permanently incapable of performing in accordance with this Agreement,
including, without limitation any Disabling Device that is triggered after use
or copying of such software or a component thereof a certain number of times,
or after the lapse of a period of time, or in the absence of a hardware device
or after the occurrence or lapse of any other triggering factor or event.
Disabling Device also includes any software commonly referred to as a computer
virus, Trojan horse or other malicious or surreptitious code.
	 
	 	7.1.8.	 	Authority. comScore has the full right, power and authority to enter into
this Agreement and to fully perform its obligations hereunder including,
without limitation to grant the exclusive licenses provided for herein, provide
the Services and deliver the comScore Materials and Citadel Owned Developed
Materials (other than Citadel Owned Developed Materials developed solely or
primarily by Citadel) as provided herein.
	 
	 	7.1.9.	 	Title. comScore has good title to the comScore Materials, free and clear of
any security interests, liens, covenants, restrictions and other encumbrances
which would interfere with Citadel’s rights hereunder.




34









 












	 	7.1.10.	 	Non-contravention. The performance of its obligations and the grant of any
and all rights to Citadel under this Agreement (including exclusive rights) do
not and shall not constitute a breach (or an event which, with the passage of
time or giving of notice, would constitute a default or breach) or violation
of, or conflict with or constitute a default, or give rise to any right of
termination or acceleration under, any separate agreement or order of any court
or governmental agency by which comScore or any of its personnel performing
Services are bound.
	 
	 	7.1.11.	 	Intellectual Property. The Services, comScore Materials and Citadel Owned
Developed Materials (other than Citadel Owned Developed Materials developed
solely or primarily by Citadel) (including the Know-How, Intellectual Property
and Documentation related thereto), or any portion thereof, do not and shall
not infringe, violate, misappropriate or dilute any intellectual property
rights of any third party (including but not limited to any patents,
copyrights, trademarks or trade secrets), and neither performance hereunder nor
Citadel’s exercise of its rights hereunder, will infringe or otherwise violate
any statutory or other rights of any third party in or to any intellectual
property rights therein including but not limited to patents, copyrights,
trademarks or trade secrets; and, no third party has asserted, is asserting or,
to comScore’s knowledge, has or will have any reasonable basis to assert a
claim of any of the foregoing.
	 
	 	7.1.12.	 	Third Party Infringement. To the best of comScore’s knowledge, no Third
Party is infringing or has misappropriated any of comScore rights in and to the
comScore Materials.
	 
	 	7.1.13.	 	Third Party Licenses. Except as expressly provided herein, comScore
currently is not licensing comScore Materials to any Third Party to be used,
distributed or resold within the Field of Use.
	 
	 	7.1.14.	 	Applicable Laws. comScore shall at all times perform its obligations
hereunder in compliance with all applicable foreign, domestic, state, and local
laws and regulations of all applicable foreign and domestic jurisdictions, and
in such a manner as not to cause Citadel to be in material violation of any
applicable laws or regulations, including but not limited to any banking and
securities laws and regulations and investment advisory laws or regulations
(including without limitation the Securities Act of 1933, the Investment
Advisers Act and any successor law, and regulations and rules issued pursuant
to such acts or successor laws), and applicable laws and regulations of any
foreign, domestic, state, or local authority regulating health, safety,
employment, the environment, security, exportation, privacy, personally
identifiable information or telecommunications. comScore represents, warrants
and covenants that its collection, processing, access, use, distribution and
disclosure of comScore Data and any other data made available to Citadel in
connection with this Agreement, at all times have complied with and shall
comply with all





35









 











	 	 	 	applicable foreign, domestic, state, and local laws and regulations of all
applicable foreign and domestic jurisdictions as they may be amended from
time to time.
	 
	 	7.1.15.	 	Future Agreements. During the Term, comScore shall not enter into any
agreement with any third party that is inconsistent with any of the provisions
hereof.
	 
	 	7.1.16.	 	Additional Rights. comScore has secured all appropriate Third Party
software and other proprietary rights necessary for Citadel to exercise its
rights to any software, method, know-how or data (including the comScore
Software, the comScore Know How and the comScore Technology) provided or made
available to Citadel to aid use of the comScore Materials under this Agreement.
	 
	 	7.1.17.	 	Information Delivered to Citadel. As of the date furnished, no statement
contained in writing in any comScore proposal materials (including all
communications received by Citadel from comScore) contained any untrue
statement of a material fact or omitted any material fact necessary to make the
statements made not misleading.
	 
	 	7.1.18.	 	Misrepresentations. comScore has not made, in any written or oral
communication with or provided to Citadel or its Affiliates (including the
negotiation of this Agreement), any material misrepresentations (whether
through any untrue statement of a material fact or an omission of any material
fact necessary to make such communication not misleading) regarding or
concerning comScore, or, individually or collectively: (i) their capabilities
as competent, qualified, experienced providers of Services; (ii) their
abilities to, or the manner in which they shall, perform the Services, provide
the comScore Materials , and develop, implement, operate, support, and maintain
the comScore Materials , in accordance with this Agreement; (iii) their
businesses, operations, or financial condition or any financial statements,
reports, and other similar materials or information furnished to Citadel in
connection herewith; or (iv) any of the specific Services to be performed or
deliverables to be provided hereunder.
	 
	 	7.1.19.	 	Pending Litigation. As of the Effective Date, there is no outstanding
litigation, arbitrated matter or other dispute to which comScore is a party
that, if decided unfavorably to comScore, would reasonably be expected to have
a potential or actual material adverse effect on comScore’s ability to fulfill
its obligations hereunder






	 	7.2	 	Further Assurances. comScore acknowledges that concurrently herewith it has
delivered to Citadel such documents, in form and scope acceptable to Citadel, to assure
Citadel that (i) comScore has the full right, power and authority to enter into this
Agreement and to fully perform its obligations hereunder including,




36









 






	 	 	 	without limitation to grant the licenses provided for herein, provide the Services
and deliver the comScore Materials as provided herein, (ii) the performance of
comScore’s obligations and the grant of any and all rights to Citadel under this
Agreement (including exclusive rights) do not and shall not constitute a breach (or
an event which, with the passage of time or giving of notice, would constitute a
default or breach) or violation of, or conflict with or constitute a default, or
give rise to any right of termination or acceleration under, any separate agreement
or order of any court or governmental agency by which comScore or any of its
personnel performing services to comScore are bound. Following the Effective Date,
without further consideration, comScore shall take all such other action and shall
procure or execute or have executed, acknowledge, and deliver all such further
documents as Citadel may reasonably request to assure Citadel as to the matters
described in this Section 7.2.






	 	7.3	 	Representations and Warranties of Citadel. Citadel represents, warrants and
covenants solely for the benefit of comScore as follows:






	 	7.3.1.	 	Citadel has the full, right, power and authority to enter into this Agreement
and to fully perform its obligations hereunder.
	 
	 	7.3.2.	 	The performance of its obligations under this Agreement shall not be a breach
of any separate agreement by which Citadel is bound.






	 	 	 	In addition, Citadel acknowledges that the representation and warranty provided by
comScore in Section 7.1.14 is not intended to relieve Citadel of its obligations to
comply with all foreign, domestic, state, and local laws and regulations that apply
to Citadel.
	 
	 	7.4	 	Disclaimer. THE FOREGOING, TOGETHER WITH ALL EXPRESS WARRANTIES CONTAINED IN
THIS AGREEMENT, CONSTITUTES AND EXPRESSES THE ENTIRE STATEMENT OF THE PARTIES WITH
RESPECT TO WARRANTIES. COMSCORE AND CITADEL DISCLAIM ALL OTHER WARRANTIES WITH RESPECT
TO THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.





8. INDEMNIFICATION





	 	8.1	 	Indemnification by comScore. comScore shall defend, indemnify and hold Citadel
and its Affiliates, and any of their respective shareholders, members, partners or
other beneficial owners, directors, officers, employees and agents harmless and shall
pay all third party claims, losses, damages, fees, expenses or costs (including
reasonable attorneys’ fees): (i) based on allegations of bodily injury (including
death) or damage to tangible personal or real property, to the extent that such injury
or damage arises from the negligence of, or breach of this Agreement by, comScore in
connection with the matters that are the subject of




37









 






	 	 	 	this Agreement; (ii) arising from or relating to comScore’s material breach of its
obligations, representations, warranties or covenants hereunder; or (iii) arising
from or relating to any infringement, misappropriation or dilution of any Third
Party’s intellectual property rights (including but not limited to patents,
copyrights, trademarks and trade secrets) by any of the Services, comScore Materials
or Citadel Owned Developed Materials (or any portion or use thereof). In the event
that any Services, comScore Materials or Citadel Owned Developed Materials (other
than Citadel Owned Developed Materials developed solely or primarily by Citadel)
provided or made available by comScore is alleged or found to be misappropriated
from, or to infringe on the intellectual property rights of, a third party, comScore
shall, in addition to the foregoing indemnification obligation, endeavor, at its
option and expense, to either: (x) secure a license to use such portion to enable
such Services, comScore Materials or Citadel Owned Developed Materials (other than
Citadel Owned Developed Materials developed solely or primarily by Citadel) to be
utilized in a manner consistent with the terms of this Agreement, or (y) replace the
same with other intellectual property assets as are needed to enable comScore to
continue performing, and Citadel to continue receiving the full benefit of, the
Services, comScore Materials and Citadel Owned Developed Materials in accordance
with the terms of this Agreement, or (z) modify the Services, comScore Materials or
Citadel Owned Developed Materials, as applicable, so that it no longer infringes or
misappropriates the rights of others, while still meeting the requirements of this
Agreement.






	 	8.2	 	Indemnification by Citadel. Citadel shall defend, indemnify and hold comScore
and its Affiliates, and their respective shareholders, members, partners or other
beneficial owners, directors, officers, employees and agents harmless and shall pay all
third party claims, losses, damages, fees, expenses or costs (including reasonable
attorneys’ fees) based on allegations of bodily injury (including death) or damage to
tangible personal or real property, to the extent that such injury or damage arises
from the negligence of, or breach of this Agreement by, Citadel in connection with the
matters that are the subject of this Agreement.
	 
	 	8.3	 	Procedure. The obligations set forth in Sections 8.1 and 8.2 shall apply only
if the party seeking indemnification (the “Indemnified Party”): (i) notifies in
writing the party against whom indemnification is sought (the “Indemnifying Party”) of
the existence of any such claims, losses, damages, fees, expenses or costs; (ii)
tenders sole control of the defense and settlement of any such claims, losses, damages,
fees, expenses or costs to the Indemnifying Party, except as provided hereunder; and
(iii) provides reasonable assistance to the Indemnifying Party with respect to the
defense and settlement of any such claims, losses, damages, fees, expenses or costs, at
the Indemnifying Party’s sole cost and expense. No settlement of a claim that involves
a remedy other than the payment of money by Indemnifying Party shall be entered into
without the consent of Indemnified Party, which consent will not be unreasonably
withheld or delayed. The Indemnified Party shall have the right to participate, at its
sole cost and expense, in the defense and settlement of any such claims, losses,
damages, fees, expenses or costs.




38









 












	 	8.4	 	Contribution. If the indemnification provided for in Sections 8.1 and 8.2 is
held by a court of competent jurisdiction to be unenforceable in favor of an
Indemnified Party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, liability, claim, damage, or expense in
such proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection with the
statements or omissions that resulted in such loss, liability, claim, damage, or
expense as well as any other relevant equitable considerations. If any claim, action
or proceeding is described in both Sections 8.1(i) and 8.2 and is brought against both
comScore and Citadel and both comScore and Citadel suffer losses, liability damages, or
expenses, the parties shall contribute to the amount of such losses, damages, fees and
expenses in such proportion as is appropriate to reflect the relative fault of the
parties in connection with the matter that resulted in such loss, liability, damage, or
expense as well as any other relevant equitable considerations. The relative fault of
the parties shall be determined by reference to, among other things, the parties’
relative intent, knowledge, access to information, and opportunity to correct or
prevent the subject matter that resulted in such loss, liability, damage, or expense.
	 
	 	8.5	 	Potential Infringement. Each party (the “Notifying Party”) shall give the
other party prompt written notice of any potential infringement, misappropriation or
dilution of a party’s intellectual property rights (including but not limited to
patents, copyrights, trademarks and trade secrets) by a Third Party of which the
Notifying Party has knowledge and any potential infringement, misappropriation or
dilution by the Notifying Party of any third party’s intellectual property rights
(including but not limited to patents, copyrights, trademarks and trade secrets) of
which the Notifying Party has knowledge. comScore shall give Citadel prompt written
notice of any potential infringement, misappropriation, dilution, or violation of the
Field of Use by any Third Party of which comScore has knowledge or reason to believe is
infringing, misappropriating, diluting, or violating.





9. CONFIDENTIAL INFORMATION





	 	9.1	 	Definition. For purposes of this Agreement, “Confidential Information” shall
mean all data and information of a confidential nature (in any form whatsoever) that
are disclosed or made available by one party (the “Disclosing Party”) to the other
party (the “Receiving Party”) under or in connection with this Agreement (regardless of
whether such data or information is marked confidential) including but not limited to
the existence and terms of this Agreement. comScore Confidential Information shall
include, without limitation, all of the comScore Materials, and any and all of
comScore’s business or financial information, plans, strategies, forecasts, forecast
assumptions, business practices, marketing information and material, customer names,
proprietary ideas, concepts, know-how, methodologies and all other proprietary
information related to comScore’s




39









 






	 	 	 	business and/or the business of any of its Affiliates, and Citadel Confidential
Information shall include, without limitation, all Citadel Owned Developed
Materials, and any and all of Citadel’s business or financial information, plans,
strategies, forecasts, forecast assumptions, business practices, marketing
information and material, customer names, proprietary ideas, concepts, know-how,
methodologies and all other proprietary information related to Citadel’s business
and/or the business of any of its Affiliates. Notwithstanding anything to the
contrary, Confidential Information shall not include information or data that the
Receiving Party can demonstrate: (i) are now or hereafter become part of the public
domain through no fault of the Receiving Party; (ii) were in the Receiving Party’s
possession prior to its disclosure to the Receiving Party by the Disclosing Party;
(iii) were disclosed to the Receiving Party by a third party on a non-confidential
basis, provided that such disclosure by the third party did not breach any
confidentiality obligations; (iv) were independently developed by the Receiving
Party; or (v) are disclosed pursuant to applicable law or court order (but only with
respect to such disclosure); provided that the Receiving Party shall give the
Disclosing Party prior written notice of such requirement or order and cooperate
with the Disclosing Party in connection with such disclosure of the Confidential
Information.






	 	9.2	 	Confidentiality Obligations. With respect to any Confidential Information, the
Receiving Party (including its principals, directors, officers, employees and other
agents) shall: (i) keep strictly confidential the Disclosing Party’s Confidential
Information, protecting the confidentiality thereof with the same level of efforts that
it employs to protect the confidentiality of its own proprietary and confidential
information of like importance to it and in any event, by reasonable means; (ii) not
disclose any of the Disclosing Party’s Confidential Information to any third party
without the prior written consent of the Disclosing Party; and (iii) not use or utilize
any of the Disclosing Party’s Confidential Information for any purposes other than
those as necessary in and during the performance of this Agreement or expressly
contemplated or licensed under this Agreement. Notwithstanding the foregoing, comScore
and Citadel may disclose the existence and terms of this agreement and other necessary
Confidential Information to its debt or equity sources of funding, attorneys and
accountants, subject to a confidentiality agreement entered into between comScore or
Citadel, as applicable, and such sources. Each party may, however, disclose the
Confidential Information of the other to those of such party’s personnel,
subcontractors, or agents engaged in a use permitted by this Agreement (excluding the
comScore and Citadel Competitors) and with a need to know, provided that such
personnel, subcontractors, or agents: (i) are directed to treat such Confidential
Information confidentially and not to use it other than as permitted hereby and (ii)
are subject to a legal duty to maintain the confidentiality thereof. Each party shall
be responsible for any improper use or disclosure of any Confidential Information of
the other by such party’s and its subcontractors’ officers, partners, principals,
employees, agents or independent contractors (including individuals who hereafter
become former partners, principals, employee, agents or independent contractors).




40









 












	 	9.3	 	Required Disclosure. The Receiving Party shall not be liable to the Disclosing
Party for disclosure of any of the Disclosing Party’s Confidential Information if such
disclosure is made pursuant to a governmental or judicial mandate, provided that the
Receiving Party shall have given the Disclosing Party immediate notice of such mandate
prior to the submission of said Confidential Information and taken all reasonable steps
and cooperated with the Disclosing Party to limit or restrict such disclosure and
further provided that the Receiving Party shall have taken no action to prevent or
interfere with any lawful efforts the Disclosing Party might take to intervene in any
such proceedings or otherwise prevent such disclosure.






	 	9.4	 	Confidentiality Agreements. comScore covenants that each of its employees and
the employees of any and all permitted subcontractors performing Services shall be
subject to the terms of an employment or other agreement that (a) requires such
employee to protect comScore’s clients’ confidential information, including Internal
Citadel Data, and that offers no less degree of protection than that which is required
hereunder and (b) in the case of employees, requires such employee to grant its
employer ownership of, or in the case of permitted subcontractors, requires the grant
of ownership to comScore of any and all comScore Materials and Citadel Owned Developed
Materials created or developed by such employee. Without regard to whether any
individual is subject to any such agreement and without regard to its terms, comScore
shall be responsible for, and shall remain fully liable for, any action or inaction by
each of its agents and permitted subcontractors, and each of their employees, with
respect to the Confidential Information and Internal Citadel Data that results in a
breach of this Section 9.
	 
	 	9.5	 	Injunctive Relief. Each party acknowledges that any breach of any provision of
this Section by either party, or its personnel or subcontractors, will cause immediate
and irreparable injury to the other party, and in the event of such breach, the injured
party shall be entitled to seek injunctive relief, without bond or other security, and
any and all other remedies available at law or in equity.
	 
	 	9.6	 	Return of Confidential Information. Unless a party is expressly authorized by
this Agreement to retain the other party’s Confidential Information, such party shall
promptly return or destroy, at the disclosing party’s option, the disclosing party’s
Confidential Information, and all copies thereof, within five (5) days of the
disclosing party’s written request, and shall certify to the disclosing party that it
no longer has in its possession or under its control any Confidential Information in
any form whatsoever, or any copy thereof.






	10.	 	NONSOLICITATION; NONCOMPETITION; ADDITIONAL RESTRICTIONS






	 	10.1	 	Nonsolicitation. Except as otherwise provided in this Agreement, and excluding
either party’s standard recruitment practice which may include solicitation of
employees through employment agencies, advertisements in newspapers, magazines, trade
journals, or Internet Web sites, each party agrees that, so long as the other party is
not in breach of this Agreement, it will not, during the Term and




41









 






	 	 	 	in the six-month period after the expiration of the Term, without the prior written
consent of the other party, directly or indirectly:






	 	10.1.1.	 	induce or attempt to induce any employee of the other party to leave the
employ of the other party;
	 
	 	10.1.2.	 	take any action that would reasonably be expected to interfere with the
relationship between the other party and any such party’s employee; or
	 
	 	10.1.3.	 	employ or otherwise engage as an employee, independent contractor or
otherwise an employee of the other party; unless the parties otherwise agree in
writing.






Each party agrees that this covenant is reasonable with respect to its duration and
scope.




	 	10.2	 	Noncompetition; Licensing Forbearance.






	 	10.2.1.	 	During the Term and for the eighteen month period following termination or
expiration thereof, so long as comScore is not in material breach of any of the
terms or conditions of this Agreement (or, the surviving terms and conditions
of this Agreement, with respect to any material breaches during the eighteen
month period following termination or expiration of this Agreement), in no
event shall Citadel (i) develop a solution to collect Internet transaction data
from panels of Internet users by utilizing electronic means to monitor the
Internet activity of such users (without requiring the consent or cooperation
of Internet sites) and route all Internet activity through Citadel’s or its
agent’s network, or (ii) acquire all or substantially all of the capital stock
or assets of, a Third Party for purposes of developing a solution to collect
Internet transaction data as described in clause (i) above, and
	 
	 	10.2.2.	 	For the eighteen month period following termination or expiration thereof:
(i) in no event shall comScore or its Affiliates grant any Third Party any
rights to the comScore Materials within the Field of Use and in no event shall
comScore or its Affiliates or any officers, directors or employees of any of
the foregoing (other than any Citadel representatives holding such positions)
use the comScore Materials within the Field of Use, whether or not for its own
account, and (ii) in no event shall comScore, its Affiliates or any designee of
comScore perform any services (including any Survey Services or services
utilizing Private Panels or Third Party data) for or make available any data to
any Third Party for use within the Field of Use; provided, however, comScore
may provide those comScore Syndicated Products for use within the Field of Use
that any Third Party may acquire at comScore’s list price (whether or not
developed during the Term) to Third Parties five (5) business days after
delivery of the comScore Syndicated Products to Citadel, and comScore shall
provide such




42









 






	 	 	 	comScore Syndicated Products to Citadel at no charge under a worldwide,
non-exclusive, irrevocable, fully paid up license to access, use, operate,
maintain, copy, modify, create derivative works from, enhance, and improve
such comScore Syndicated Products for any internal purposes.






	 	10.2.3.	 	During the Term and for an eighteen month period following the termination
or expiration thereof, in no event shall Citadel engage a Third Party to (i)
develop or assist in development of a solution to collect Internet transaction
data from panels of Internet users by utilizing software to monitor the
Internet activity of such users (without requiring the consent or cooperation
of Internet sites) and route Internet activity through Citadel’s or its agent’s
network, or (ii) provide to Citadel, Internet transaction data collected using
a solution to collect Internet transaction data from panels of Internet users
by utilizing electronic means to monitor the Internet activity of such users
(without requiring the consent or cooperation of Internet sites); provided,
however, nothing in this Agreement shall prohibit Citadel from acquiring any
products or services that are developed independently by Third Parties for
distribution to more than one client.






	 	10.3	 	Remedies. If a party (the “breaching party”) breaches the covenants set
forth in Section 10.1, the other party (the “non-breaching party”) will be
entitled to seek the following remedies:






	 	10.3.1.	 	damages from the breaching party; and
	 
	 	10.3.2.	 	in addition to its right to damages and any other rights the non-breaching
party may have, injunctive or other equitable relief to restrain any breach or
threatened breach or otherwise to specifically enforce the provisions of
Section 10.1 and 10.2 of this Agreement, it being agreed that money damages
alone would be inadequate to compensate the non-breaching party and would be an
inadequate remedy for such breach.
	 
	 	10.3.3.	 	The rights and remedies of the parties to this Agreement are cumulative and
not alternative.






	11.	 	TERM AND TERMINATION






	 	11.1	 	Initial Term; Automatic Renewal. The initial term of this Agreement shall
commence on the Effective Date and shall continue until the fifth anniversary of the
Service Commencement Date (the “Initial Term”), unless earlier terminated in accordance
with the provisions of this Article 11. THIS AGREEMENT SHALL BE AUTOMATICALLY EXTENDED
FOLLOWING THE INITIAL TERM FOR ADDITIONAL, SUCCESSIVE 3-YEAR TERMS (EACH, A “RENEWAL
TERM”), UNLESS CITADEL GIVES WRITTEN NOTICE OF TERMINATION AT LEAST TWELVE (12) MONTHS
PRIOR TO THE END OF THE THEN-CURRENT TERM. comScore shall provide written notice to
Citadel sixteen (16)




43









 






	 	 	 	months prior to the end of the Initial Term and each Renewal Term if Citadel shall
not have previously provided written notice to comScore of its intent to terminate
the Agreement prior to such dates. The Initial Term and Renewal Terms are
collectively referred to herein as the “Term.”






	 	11.2	 	Termination by comScore. comScore shall have the right to terminate this
Agreement immediately upon written notice to Citadel, without prejudice to any other
rights or remedies of comScore, solely if: (a) Citadel has failed to make a material
amount of any payment due under Section 6, (b) such payment is not subject to a good
faith dispute, (c) no earlier than thirty (30) calendar days after the payment’s due
date comScore gives written notice of its intent to terminate; and (d) no less than ten
(10) additional calendar days pass after the giving of such notice, such payment not
having been made. Notwithstanding the foregoing, Citadel acknowledges it may not
withhold more than fifty percent (50%) of the annual License Fee.
	 
	 	11.3	 	Termination by Citadel. Citadel shall have the right to terminate this
Agreement immediately upon written notice to comScore, without prejudice to any other
rights or remedies of comScore, following the occurrence of any of the following
events:






	 	11.3.1.	 	(i)comScore is adjudicated insolvent, or consents or acquiesces to the
appointment of a receiver or liquidator; (ii) comScore’s board of directors or
a majority of its shareholders take any action authorizing the dissolution or
liquidation of comScore; (iii) comScore voluntarily or involuntarily becomes a
debtor subject to proceedings under the United States Bankruptcy Code, comScore
makes an assignment for the benefit of creditors, or a receiver is appointed
for comScore; (iv) comScore fails to continue to do business as a going
concern; (v) the termination of substantially all of comScore’s ongoing
business operations relating to the subject to this Agreement; or (vi) any
liquidation of comScore, or any sale, assignment (excluding any assignment or
change of control contemplated in Section 13.3) or foreclosure of or upon
assets that are necessary for the performance by comScore of its responsibility
under this Agreement; or
	 
	 	11.3.2.	 	comScore materially breaches any of the terms or conditions of this
Agreement and such breach is not cured within 30 days after its receipt of
written notice of such breach; provided, however, no cure period shall be
applicable to breaches of Section 7.1.8 or Section 7.1.10;
	 
	 	11.3.3.	 	comScore’s performance hereunder is delayed by a Force Majeure for more than
twenty (20) days in the aggregate in any ninety (90) day period; or
	 
	 	11.3.4.	 	Effective as of the expiration of the then current Contract Year, if
comScore’s Revenue for the following fiscal years falls below the following
amount:




44









 












Fiscal Year 2004 (ending January 2004): $20 million;




Fiscal Year 2005 (ending January 2005): $30 million;




Fiscal Year 2006 (ending January 2006): $35 million;




Fiscal Year 2007 (ending January 2007): $40 million;




Fiscal Year 2008 (ending January 2008): $45 million; or




	 	11.3.5.	 	If the number of Panelists Under Measurement at any time
falls below [* * * *] million in total, or [* * * *] people resident
outside the U.S. or [* * * *] people
monitored at work or [* * * *] people monitored at school or
university or [* * * *]
people resident in the U.S. that are using broadband or other high-speed means
(including DSL, Cable, Satellite, T1 and T3) to access the Internet. comScore
shall notify Citadel in writing immediately in the event the number of
Panelists Under Measurement falls below the levels set forth herein.






	 	11.4	 	Effect of Termination. Upon expiration or termination of this Agreement:






	 	11.4.1.	 	The licenses granted under Sections 2.1.1 and 2.1.2 and this Agreement shall
immediately terminate and revert to comScore; provided, however, the perpetual
licenses to the comScore Data, comScore Developed Materials, Custom Coded Data
and comScore Materials granted thereunder shall remain in full force and
effect, subject to the terms and conditions set forth in Section 4.2; provided,
further that the perpetual license to the comScore Developed Materials granted
under Section 2.1.1 shall become non-exclusive on the eighteen (18) month
anniversary of the termination or expiration of the Agreement;
	 
	 	11.4.2.	 	Citadel shall immediately cease using the comScore Trademarks and promptly
destroy all materials bearing the comScore Trademarks or remove the comScore
Trademarks from such materials except to the extent that Citadel is required to
maintain records to comply with applicable regulatory requirements;
	 
	 	11.4.3.	 	with respect to any Confidential Information, the Receiving Party shall
immediately cease using any of the Disclosing Party’s Confidential Information
and promptly return to the Disclosing Party or destroy any and all tangible
embodiments of the Disclosing Party’s Confidential Information in the Receiving
Party’s possession or under the Receiving Party’s control (and deliver written
certification of such destruction); provided, however, Citadel shall be
entitled to retain the comScore Confidential Information in its possession for
archival and regulatory compliance purposes and to otherwise continue to use
and retain comScore Confidential Information to receive the benefits of the
Citadel




45









 






	 	 	 	 Owned Developed Materials and any perpetual licenses granted under this
Agreement;






	 	11.4.4.	 	Citadel shall have no obligation to make any further payments to comScore
under this Agreement;
	 
	 	11.4.5.	 	if terminated by Citadel under Sections 11.3.1, 11.3.2, or 11.3.3, comScore
shall immediately refund a pro rata portion of the royalty paid by Citadel for
the then current contract year based on the number of days remaining in such
contract year.






	 	11.5	 	Survival. Sections 1, 2.2, 4, 5.5, 6.3, 7 through 10, 11.4, 11.5, 12 and 14
and all perpetual licenses shall survive any expiration or termination of this
Agreement and remain in full force and effect thereafter.






	12.	 	LIMITATION OF LIABILITY






	 	12.1	 	General Limitation. Neither party shall be liable hereunder for consequential,
incidental, special or punitive damages (including trading losses, lost profits or
savings) even if it has been advised of their possible existence; provided, however,
that the foregoing limitation shall in no event limit a party’s ability to recover
direct damages for breach hereof, including the costs of cover or obtaining replacement
Services, data and other deliverables complying with the terms hereof. In no event
shall the total and cumulative liability of either party to the other under this
Agreement for any claim or claims hereunder concerning performance or nonperformance
hereunder exceed the Cap Amount (as defined below).
	 
	 	12.2	 	Exclusions. Notwithstanding the foregoing, there shall be no limitation on the
amount of liability, and no exclusion of any types of damages for the following: (i)
either party’s indemnification obligations; (ii) losses arising out of either party’s
willful, intentional or grossly negligent misconduct or comScore’s intentional and
wrongful repudiation of this Agreement; (iii) damages to real and tangible personal
property caused by negligent or other tortious conduct of comScore; (iv) personal
injury or death caused by negligent or other tortious conduct of a party or its agents;
(v) intentional or negligent breaches of Section 9; (vi) breaches by comScore of the
license granted under Section 2.1.1; or (vii) breaches by comScore of Sections 5.7,
7.1.8 or 7.1.10.
	 
	 	12.3	 	Cap Amount. For purposes of this Agreement, the “Cap Amount” shall mean:






	 	12.3.1.	 	Six Million Five Hundred Thousand Dollars ($6,500,000) for any claim or
claims made during the period from the Effective Date to the second anniversary
of the Service Commencement Date;
	 
	 	12.3.2.	 	Seven Million Five Hundred Thousand Dollars ($7,500,000) for any claim or
claims made during the period from the second anniversary of the




46









 






	 	 	 	 Service Commencement Date to and including the fifth anniversary of the
Service Commencement Date; and






	 	12.3.3.	 	For any claim or claims made during a Contract Year of a Renewal Term, Two
and one-half (2.5) times the annual License Fee paid during such Contract Year;
and for any claim or claims made following the Term, Two and one-half (2.5)
times the annual License Fee paid during the final Contract Year of the Term.






	13.	 	COMPLIANCE MATTERS






	 	13.1	 	Citadel Corporate Policies. comScore shall, and shall cause its permitted
subcontractors and employees to, abide by the following:






	 	13.1.1.	 	Security. All comScore personnel (including personnel of any permitted
subcontractors) shall be subject to and shall at all times conform to Citadel’s
security rules and requirements for the protection of Citadel’s plant,
materials, equipment and personnel while on Citadel premises. Any violations
or disregard of these rules shall be cause for denial of access to Citadel’s
property.
	 
	 	13.1.2.	 	Computer Information and Access. comScore will comply with all rules of
Citadel concerning access to Citadel’s computers and use of computer data and
software. Prior to performing any Services pursuant to this Agreement,
comScore’s personnel shall execute Citadel’s standard forms concerning access
protection and data/software security. Citadel shall issue to comScore
personnel access mechanisms including, but not limited to, access IDs,
passwords, and access cards that are to be used only by the comScore personnel
to whom they are issued. Citadel’s computer data and software shall be used by
comScore personnel only in connection with comScore’s obligations hereunder.
Failure of comScore to comply with these rules may result in Citadel
restricting offending personnel from access to Citadel computer systems or
immediate termination of this Agreement.
	 
	 	13.1.3.	 	Other Policies. comScore agrees that as part of its provision of Services
hereunder, it shall ensure that its personnel are trained, qualified, and
available to perform all Services required in work areas requiring specific
health, security, or safety precautions. comScore shall, and shall cause its
Subcontractors and employees to, abide by all Citadel corporate policies that
may be established by Citadel from time to time.






	14.	 	GENERAL PROVISIONS






	 	14.1	 	Affiliates; Third Parties; Days. For purposes of this Agreement, “Affiliate,”
with respect to any person or entity, shall mean any other person or entity which
directly or indirectly through one or more intermediaries controls, is controlled by or
is under common control with such person or entity. For purposes of this






47










 






	 	 	 	definition, control of a person means the power, direct or indirect, to direct or
cause the direction of the management and policies of such person or entity whether
through the ownership or trading of securities, by contract or otherwise. Citadel
Affiliates shall include, without limitation, funds managed by Citadel or its
Affiliates as portfolio manager, funds for which Citadel or its Affiliates serves as
a general partner, funds managed by senior managing directors of Citadel, and any
entity for which Kenneth C. Griffin or his Affiliates provide the majority of the
investment capital. For purposes of this Agreement, “Third Party” shall mean any
third party. Affiliates of Citadel shall not be considered third parties. Unless
specified herein, any reference to “day” or “days” shall mean calendar day or days.
	 
	 	14.2	 	Amendments. This Agreement may be amended, modified or changed only by a
written instrument duly executed by the authorized representatives of both parties.
Both parties agree that, at any time during the Term, if either party sees a need to
adjust or change any part of the provisions hereof, the other party will agree to
discuss such adjustments or changes, provided that each party may, in its sole
discretion, decide not to agree to make any such adjustments or changes.
	 
	 	14.3	 	Assignment; Binding Effect. Neither party shall assign this Agreement nor
delegate any of its duties, in whole or in part, without the prior written consent of
the other party; provided, however, that each party shall be entitled to assign, sell,
or dispose of, this Agreement, its interest herein and its rights and obligations
hereunder, to any successor of such party without the consent of the other party in the
event of a merger, reorganization, acquisition, change of control, or sale of all or
substantially all of the assets of the assigning party, provided that such successor,
in comScore’s case, is not a Citadel Competitor. In no event shall Citadel’s consent
be construed as discharging or releasing comScore in any way from the performance of
the Services or the fulfillment of any obligation under this Agreement. An assignee of
either party authorized hereunder shall be bound by the terms of this Agreement and
shall have all of the rights and obligations of the assigning party set forth in this
Agreement. comScore shall not sell or dispose of all or substantially all of its
assets unless the acquirer agrees to the assignment and assumption of this Agreement,
provided that in no event shall this Agreement be assigned to a Citadel Competitor.
	 
	 	14.4	 	Choice of Law; Consent to Jurisdiction. This Agreement shall be governed by
and construed in accordance with the internal substantive laws of the State of
Illinois. Each party consents to the jurisdiction of the United States district court
for the Northern District of Illinois and, if applicable, the state courts located in
Cook County, Illinois, for any legal action, suit, or proceeding arising under or
relating to of this Agreement, and agrees that any such action, suit, or proceeding may
be brought only in such courts. Each party further waives any objection to the laying
of venue for any such suit, action, or proceeding in such courts or for the purpose of
enforcing any such decisions or rulings. Each party agrees to accept and acknowledge
service of any and all process that may be served in any such action, suit or
proceeding or for the purpose of enforcing any such decisions




48









 






	 		 	or rulings. Each party agrees that any service of process upon it mailed by
registered or certified mail, return receipt requested to such party at the address
provided in Section 14.12 shall be deemed in every respect effective service of
process upon such party in any such action, suit or proceeding or for the purpose of
enforcing any such decisions or rulings.
	 
	 	14.5	 	Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
agreement.
	 
	 	14.6	 	Entire Agreement; No Beneficiaries. This Agreement (together with all of the
Exhibits referenced herein and attached hereto) shall constitute the entire agreement
between the parties regarding the subject matter hereof, and supersedes any and all
prior negotiation, representations, warranties, undertakings or agreements, written or
oral, between the parties regarding such subject matter. Nothing herein is intended to
or shall be construed to confer upon any party, other than the parties hereto, any
interests, rights, remedies or other benefits in connection with any agreement or
provision contained herein or contemplated hereby. In the event comScore submits work
orders, change orders, invoices or other similar documents for accounting or
administrative purposes or otherwise, no pre-printed or similar terms and conditions
contained in any such form shall be deemed to supersede any of the terms and conditions
herein without express approval (making specific reference to this Section 14.6) by
Citadel. Neither shall any pre-printed or similar terms and conditions contained in
any purchase order issued by Citadel hereunder be deemed to supersede any of the terms
and conditions herein
	 
	 	14.7	 	Execution. The parties hereto have participated jointly in the negotiation and
drafting of this Agreement. In the event of an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if jointly drafted by the
parties, and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provision herein.
	 
	 	14.8	 	Force Majeure. Neither party shall be liable for any failure or delay in
performing its obligations under this Agreement due to causes beyond its control (each,
a “Force Majeure”), including, but not limited to, acts of God, the public enemy,
terrorism, riots, fires, natural catastrophes or epidemics except that “Force Majeure”
expressly excludes the following: any event that comScore could reasonably have
prevented by compliance with the Disaster Recovery Plan, or by testing, work-around, or
other exercise of diligence, including, but not limited to, any failure to provide
Services in accordance with the provisions of this Agreement as a result of any power
failure that could have been prevented by access to redundant power supplies; any
strike, walkout, or other labor shortage; any failure of any software, system,
facilities, or hardware that could have been prevented by testing, and any cause or
event caused by the negligence of a party or a breach or default by a party under this
Agreement. In the event of such a Force Majeure, the date of delivery or performance
hereunder shall be extended




49









 






	 	 	 	for a period not to exceed the time lost by reason of the failure or delay; provided
that the party affected by the Force Majeure is using commercially reasonable
efforts to mitigate or eliminate the cause of such delay or its effects and, if
events in the nature of the Force Majeure event were foreseeable, used commercially
reasonable efforts prior to its occurrence to anticipate and avoid its occurrence or
effect. Each party shall notify the other in writing promptly of any failure or
delay in, and the effect on, its performance.
	 
	 	14.9	 	Headings. Headings of the sections used in this Agreement are inserted for
convenience of reference only and shall in no way affect the interpretation hereof.
	 
	 	14.10	 	Independent Contractor. comScore is an independent contractor; nothing in
this Agreement shall be construed to create a partnership, joint venture, or agency
relationship between the parties. Each party will be solely responsible for payment of
all compensation owed to its employees and agents, as well as employment related taxes.
Subject only to the terms of this Agreement, comScore shall have complete control of
its agents and employees engaged in the Services. comScore shall ensure that neither
it nor its agents or employees shall act or hold themselves out as agents or employees
of Citadel. comScore shall (or shall cause its subcontractors to) (i) maintain all
necessary personnel and payroll records for its employees, (ii) calculate and pay their
wages and withhold all required taxes and other government-mandated charges, if any,
(iii) remit such taxes, employer contributions, and other levies or charges to the
appropriate government entity, including, but not limited to, withholding taxes,
employment insurance, workers’ compensation assessments, employer health tax, vacation
pay, and cost on vacation pay, and (iv) pay net wages and fringe benefits in accordance
with applicable law directly to its employees.
	 
	 	14.11	 	Insurance. comScore shall carry such worker’s compensation, commercial
general liability, automobile liability, umbrella or excess liability and professional
liability (errors and omissions) insurance as is reasonable and customary for similar
enterprises and such insurance as is required by law; provided, however, in any event,
but without limiting the generality of the foregoing, comScore shall carry the
following:






	 	14.11.1.	 	General Liability and Professional Liability (Errors and
Omissions) —
$3,000,000 combined single limit per occurrence, $5,000,000 annual aggregate,
or $2,000,000 bodily injury and $4,000,000 property damage (comScore’s
Professional Liability coverage of $2,000,000 shall include Citadel as a named
beneficiary solely for claims made in connection with this Agreement and shall
remain in force for the five year period following any expiration or
termination of this Agreement); and
	 
	 	14.11.2.	 	Workers’ Compensation — statutory requirement and $500,000 employer’s
liability and providing that every underwriter will waive all of




50









 





     its rights of recovery under subrogation or otherwise, against Citadel,
comScore and their Affiliates.



     Such insurance shall be written with insurers of good standing and licensed to
do business in the locations where the Services are to be performed and having
policy holder ratings no lower than “A-” and financial ratings not lower than “VII”
in the Best’s Insurance Guide, latest edition in effect as of the Effective Date.
comScore shall provide Citadel with a Certificate of Insurance specifically
evidencing the coverages required above, naming Citadel as an additional insured and
stating the policy numbers and the inception and expiration dates of all policies,
effective on and following the Services Commencement Date. The Certificate of
Insurance shall also provide for thirty (30) calendar days prior written notice to
Citadel in the event of cancellation or any material alteration of any policy. The
Certificate of Insurance shall be furnished to and/or be on file with Citadel prior
to commencement of any work under this Agreement by comScore or any of its permitted
subcontractors, if applicable.




	 	14.12	 	Notices. Any and all notices, requests, demands and other communications
required or otherwise contemplated to be made under this Agreement shall be in writing
and shall be deemed to have been duly given: (i) if delivered personally, when
received, (ii) if transmitted by facsimile, upon receipt of a confirmation of receipt,
(iii) if by certified U.S. mail, return receipt requested, postage prepaid, or by
reputable overnight courier, when received. All such notices, requests, demands and
other communications shall be addressed as follows;
	 
	 	 	 	If to Citadel:




Citadel Investment Group, L.L.C.

131 South Dearborn Street, 37th Floor

Chicago, Illinois 60603

Attention: Chief Executive Officer

Facsimile: 312-267-7501



with a mandatory copy to:



Citadel Investment Group, L.L.C.

131 South Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Attention: General Counsel

Facsimile: 312-977-0280





	 	 	 	If to comScore:




comScore Networks, Inc.

500 West Madison, Suite 2980

Chicago, IL 60661

Attention: Chairman

Facsimile: 703-438-2051




51









 







with a copy to:



comScore Networks, Inc.

11465 Sunset Hills Road, #200

Reston, Virginia 20190

Attention: Corporate Counsel

Facsimile: 703-997-0887





	 	 	 	Or in each case to such other address or facsimile number as one party may have
furnished to the other party in writing.
	 
	 	14.13	 	Publicity. Without the express written consent of the other party, which
consent shall be given only in the other party’s sole discretion, neither party shall
use: (i) the other party’s name or the name of any Affiliate of the other party, or
any divisions or business units of any of them; (ii) the name of any officer, director,
employee, or independent contractor of the other party or its Affiliates; (iii) the
name of any product or service of any of the other party or its Affiliates; or (iv) the
name of any customer of the other party, in connection with any marketing, advertising,
or other publicity or business proposal.
	 
	 	14.14	 	Recordkeeping and Audits.






	 	14.14.1.	 	Financial Audits.






	 	14.14.1.1	 	Annual Audits. comScore, at its sole expense, shall conduct a
self audit, on not less than an annual basis, of the accuracy of
invoices submitted to Citadel and of comScore’s permitted
subcontractors’ invoices for licenses and services provided to Citadel
or comScore, and the respective agreements between comScore and
comScore’s permitted subcontractors. comScore shall deliver a copy of
the report of such audit to Citadel within fourteen (14) calendar days
after the end of each audit year. comScore, at its sole expense, shall
also engage independent certified public accountants to audit and
prepare annual financial statements each fiscal year.
	 
	 	14.14.1.2	 	Optional Citadel Audit. Notwithstanding the foregoing, Citadel,
at any time and from time to time but no more than once per year, upon
reasonable notice to comScore and at Citadel’s sole expense, may also
audit or cause to be audited the relevant portion of the financial
records of comScore and comScore’s permitted subcontractors to verify
the accuracy of comScore’s invoices to Citadel and comScore’s permitted
subcontractors’ invoices to comScore. Citadel and its authorized
agents and representatives will have access to inspect and copy such
records for purposes of such audit during normal business hours;
provided, however, that if such audit discloses that an error of




52









 






	 	 	 	five percent (5%) or more regarding invoices during the audited
period was made in favor of comScore or any permitted
subcontractors, comScore shall pay the entire cost of such audit.
comScore shall bind each of its relevant subcontractors in
writing, as part of the agreements between comScore and the
respective Subcontractor, to make its financial records available
for audit and inspection as required by this Section 14.14.
	 
	 	14.14.1.3	 	Adjusting Payment Upon Audit. To the extent that any audit as
provided in this Section 14.14 discloses an overpayment or
underpayment, comScore or Citadel, as the case may be, shall promptly
refund or pay to the other, as the case may be, the amount of such
overpayment or underpayment.






	 	14.14.2.	 	Recordkeeping Requirements. comScore shall maintain, and shall use its
reasonable efforts to cause each of its relevant subcontractors to maintain,
complete and accurate accounting records in a form in accordance with generally
accepted accounting principles and complying in all respects with all
applicable laws, to permit substantiation of the charges and prices of comScore
and comScore’s permitted subcontractors hereunder and to permit verification of
compliance by comScore with the terms of this Agreement. comScore shall
retain, and shall use reasonable efforts to cause each of comScore’s relevant
subcontractors to retain, such records for a period of five (5) years from the
date to which each such record pertains.
	 
	 	14.14.3.	 	Operational Audits. No more than once per year, Citadel and its authorized
representatives shall have the right, at any time, upon reasonable notice, to
perform an operational audit with respect to comScore’s performance of the
Services and provision of the comScore Materials, including, but not limited
to, comScore’s plans and operations related to security, disaster recover,
fail-over planning, networks, data centers and systems and the number and type
of panelists and machines used by comScore to generate the comScore Data. For
purposes of such audit, comScore shall grant Citadel and its representatives
full and complete access, during normal business hours and upon reasonable
notice, to the relevant portion of comScore’s books, records, documents, data,
information, networks, data centers and systems as they relate to this
Agreement, or as they may be required in order for Citadel to ascertain any
facts relative to comScore’s performance hereunder. comScore shall provide
Citadel and its authorized representatives such information and assistance as
reasonably requested in order to perform such audits; provided, however, that
the parties shall endeavor to arrange such assistance in such a way that it
does not interfere with the performance of comScore’s duties and obligations
hereunder. Any third parties performing this audit shall do so only after
executing nondisclosure agreements reasonably satisfactory to comScore. If any
audit pursuant to




53









 






	 	 	 	this Section reveals a material inadequacy or insufficiency of comScore’s
performance of the Services or any obligation of comScore related to
security, then comScore shall promptly develop and provide to Citadel a
corrective action plan, such plan to be reasonably satisfactory to Citadel,
and promptly thereafter implement such plan at comScore’s sole cost and
expense.
	 
	 	14.14.4.	 	Contract Audit. At any time, and from time to time, upon Citadel’s
request, comScore shall provide Citadel with a list of all Third Parties
receiving products or services from comScore. Such list shall identify Third
Parties as Financial Companies and non-Financial Companies, and in the event
comScore is prohibited from a particular Third Party from disclosing the name
of such Third Party, then comScore shall assign a unique identifier to such
Third Party and use such identifier in the list. comScore acknowledges and
agrees that it shall deliver a current list within thirty (30) days of the
Effective Date with all Third Parties identified as Financial Companies and
non-Financial Companies. Citadel shall have the right, no more than once a
year, upon reasonable notice, to appoint an independent auditor to perform an
audit with respect to comScore’s compliance with the exclusive rights and other
limitations on use and access to the comScore Materials by Third Parties. In
connection with such audits, upon Citadel’s request, comScore shall provide
such independent auditor with a list of all Third Parties receiving products or
services from comScore and copies of all contracts with such Third Parties,
redacted solely to the extent required by an applicable Third Party but in no
event shall comScore redact such contract in such a manner as to prevent
Citadel from determining whether the terms and conditions of this Agreement
have been breached. Any independent auditors performing this audit shall do so
only after executing nondisclosure agreements reasonably satisfactory to
comScore; provided, however, such nondisclosure agreements shall not prevent
such independent auditors from disclosing the results of such audit.
Notwithstanding the foregoing, the independent auditor shall not disclose
information regarding comScore customers except as reasonably required to
determine whether the terms and conditions of this Agreement have been
breached. comScore and Citadel shall bear the cost of such audits equally.






	 	14.15	 	Remedies. comScore shall, with respect to any breach during the Term of this
Agreement, promptly and at no charge to Citadel, (i) reperform any Services that do not
meet the requirements of this Agreement and (ii) correct all failures of the comScore
Materials or Citadel Owned Developed Materials (other than Citadel Owned Developed
Materials developed solely or primarily by Citadel) to perform in accordance with the
requirements of this Agreement. No remedy set forth in this Agreement (except to the
extent specifically stated herein) is intended to be exclusive of any other remedy
including setoff or the withholding of disputed




54









 







	 		 	payments. Each remedy shall be in addition to every other remedy given hereunder,
or now or hereafter existing at law, in equity, by statute, or otherwise.
	 
	 	14.16	 	Severability. If any provision or any portion thereof shall be held to be
void or unenforceable in any jurisdiction, the remaining provisions of this Agreement
shall continue in full force and effect.
	 
	 	14.17	 	Trademarks. Any use of such comScore Trademarks must be in compliance with
comScore’s then-current trademark usage guidelines as disclosed to Citadel in writing.
comScore may request from time to time upon reasonable prior notice to Citadel that
Citadel provide specimens of its use of the comScore Trademarks to ensure compliance
with the trademark usage guidelines. All goodwill arising from Citadel’s use of the
comScore Trademarks will inure to the benefit of comScore.
	 
	 	14.18	 	Waiver. No waiver by either party, whether expressed or implied, of any
provision of this Agreement, or of any breach or default, shall constitute a continuing
waiver of such breach or default of such provision or any other future breach under
this Agreement.





[THIS SPACE INTENTIONALLY LEFT BLANK]



55









 









     IN WITNESS WHEREOF, the parties have caused this Licensing and Services Agreement to be duly
executed as of the Effective Date.



	 	 	 	 	 
	 	CITADEL INVESTMENT GROUP, L.L.C.

 	 
	 	By:  	/s/ Adam Cooper	 
	 	 	Adam C. Cooper 	 
	 	 	Senior Managing Director & General Counsel 	 
	 



	 	 	 	 	 
	 	COMSCORE NETWORKS, INC.

 	 
	 	By:  	/s/ Magid Abraham	 
	 	 	Magid Abraham 	 
	 	 	Chief Executive Officer 	 
	 














 








LIST OF SCHEDULES




	 	 	 
	Description	 	Reference
	comScore Data (including Raw Data (including Visitor
Data and Transaction Data), Processed Data, Third
Party Data and Data Elements)

	 	Schedule 1.1.1.1
	 
	 	 
	comScore Signals

	 	Schedule 1.1.1.1(b)
	 
	 	 
	comScore Software

	 	Schedule 1.1.1.2
	 
	 	 
	comScore Technology

	 	Schedule 1.1.1.3
	 
	 	 
	comScore Trademarks

	 	Schedule 1.1.3
	 
	 	 
	Financial Company

	 	Schedule 1.4
	 
	 	 
	Privacy Controls

	 	Schedule 1.6
	 
	 	 
	Grandfathered Signal Clients

	 	Schedule 2.1.1-A
	 
	 	 
	Grandfathered Data Clients

	 	Schedule 2.1.1-B
	 
	 	 
	Grandfathered Agreements

	 	Schedule 2.4.1.5
	 
	 	 
	Levels of Specificity

	 	Schedule 2.4.2.1
	 
	 	 
	Steering Committee and Contract Executives

	 	Schedule 5
	 
	 	 
	Methodology

	 	Schedule 7.1.1
	 
	 	 
	Certain Standards

	 	Schedule 7.1.2
	 
	 	 
	Panel Information

	 	Schedule 7.1.3

















 





SCHEDULE 1.1.1.1




COMSCORE DATA



Without limiting comScore’s obligations to provide the comScore Data as specified in the Agreement,
at a minimum, the comScore Raw Data and comScore Processed Data shall contain sufficient data to
derive the information contained below under the headings “Transaction Data”, “Visitor Data” and
“Visitor Data: Browsing Data Metrics”. ComScore represents, warrants and covenants that the
information contained under the heading “Data Warehouse Tables and Data Field Information” is and
shall be an accurate list of the database tables and data fields portions of the comScore Raw Data
and comScore Processed Data as of the Effective Date and Services Commencement Date, but is subject
to modification at comScore’s reasonable discretion, provided however that comScore notifies
Citadel of such changes in a timely manner.




1. Transaction Data



Daily data showing online transactions (i.e. purchases, subscriptions, registrations and virtual
transactions such as credit card applications) at the sites coded by comScore and tabulated by
individual computer:





	 	•	 	Computer location (i.e. home, work, university, country)
	 
	 	•	 	Type of transaction
	 
	 	•	 	Alpha description of item purchased
	 
	 	•	 	Category classification
	 
	 	•	 	Domain where transaction occurred
	 
	 	•	 	Date
	 
	 	•	 	Method of payment, including credit card type
	 
	 	•	 	Price paid and shipping information
	 
	 	•	 	Demographics of household owning computer
	 
	 	•	 	comScore weighting / projection factor for individual computer





2. Visitor Data



Daily and weekly browsing data tabulated by individual computer for the 10,000 most visited U.S.
sites:





	 	•	 	Computer location (i.e. home, work, university, country)




 









 






	 	•	 	Number of unique visitors, visits, page views and visit duration
	 
	 	•	 	Domain visited
	 
	 	•	 	Date
	 
	 	•	 	Demographics of household owning computer
	 
	 	•	 	comScore weighting / projection factor for individual computer





3. Visitor Data: Browsing Data Metrics





	 	•	 	Unique Visitors (UV)
	 
	 	•	 	Minutes of Usage (MOU)
	 
	 	•	 	Page Views (PV)
	 
	 	•	 	Avg Visits per Visitor (calculated as day visits)
	 
	 	•	 	Avg Minutes per Visitor
	 
	 	•	 	Avg Pages per Visitor
	 
	 	•	 	Audience composition Indexes





 









 





4. Data Warehouse Tables and Data Field Information




	 	 	 	 	 
	Data Warehouse Table Name	 	Description	 	Time Period Available


[* * * *]










 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Column Name	 	Data Type	 	Length	 	Name	 	Column Name	 	Data Type	 	Length
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Column Name	 	Data Type	 	Length	 	Name	 	Column Name	 	Data Type	 	Length
	 


[* * * *]









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Column Name	 	Data Type	 	Length	 	Name	 	Column Name	 	Data Type	 	Length
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Column Name	 	Data Type	 	Length	 	Name	 	Column Name	 	Data Type	 	Length
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Column Name	 	Data Type	 	Length	 	Name	 	Column Name	 	Data Type	 	Length
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Column Name	 	Data Type	 	Length	 	Name	 	Column Name	 	Data Type	 	Length
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Column Name	 	Data Type	 	Length	 	Name	 	Column Name	 	Data Type	 	Length
	 


[* * * *]









 





SCHEDULE 1.1.1.1(b)




COMSCORE SIGNALS




 



Amazon



Travelocity
Sabre Group



Interactive
Corp.



Orbitz



Yahoo



Southwest
Airlines




 









 





SCHEDULE 1.1.1.2




COMSCORE SOFTWARE




	 	 	 
	Query	 	Description
	Domain Basket Distribution Monthly (use integer breaks)

	 	Projected Domain Sales by specified price breaks
	 
	 	 
	Domain UNIT PRICE Distribution (use integer breaks)

	 	Returns Distribution of product item sales by unit price break
	 
	 	 
	HF — Adjusted Merchant Monthly Sales

	 	Daily Statement Viewing Adjusted Merchant Level Sales Report over a given range of Months by Issuer
	 
	 	 
	HF — AMZN Monthly Revenue

	 	Explicit AMZN ecommerce Transaction Data Supporting Revenue Estimates
	 
	 	 
	HF — Ebay Listings

	 	Ebay Listings by category by day
	 
	 	 
	HF — FRIDAY End Week Data

	 	Friday Ending Week Category Sales Data
	 
	 	 
	HF — SUNDAY End Week Data

	 	Sunday Ending Week Category Sales
	 
	 	 
	HF — Travel Dates — DOMAIN Prod Item sales by month

	 	Domain Travel date dump
	 
	 	 
	HF — Travel Dates — Ecomm Domain Prod Item sales by month

	 	Product Item Level list of Travel Transactions by Domain by month
	 
	 	 
	HF — Travel Subcat Breakdown

	 	Travel Subcategory Sales — Monthly (built on trav date refresh)
	 
	 	 
	HF — Yahoo Premium Service Sales

	 	Monthly Sales for each of Yahoo’s major Premium Service offerings
	 
	 	 
	HF Alert — Ecomm – Dynamic

	 	Enter Month_ids seperated by commas, Group 1 vs. Group 2, Group 3 vs. Group 4
	 
	 	 
	Priceline — Monthly Bids, Bidders, Amounts by Type

	 	Monthly summary of Priceline.com bid activity
	 
	 	 
	Priceline — Quarterly Bids, Bidders, Amounts by Type

	 	Quarterly summary of Priceline.com bid activity
	 
	 	 
	Proj Category Item Sales by Domain

	 	Projected Category Sales for single domain for single month
	 
	 	 
	Proj Category Sales by ECOMM Domain

	 	Projected Category Sales for single ecommerce Domain
	 
	 	 
	Travel Category Sales

	 	Projected Travel Item Sales by Travel Category (Air, Hotel, Car, Packages, Other)
	 
	 	 
	Travel Category Sales DAILY

	 	Projected Travel Item Sales DAILY by Travel Category (Air, Hotel, Car, Packages, Other)
	 
	 	 
	Total Ecommerce Category Spending Estimates

	 	The Total Ecommerce Category Spending Estimates provide category spending estimates calibrated to Commerce Dept. Ecommerce sales estimates.
	 
	 	 
	Monthly Projected Site Sales

	 	The Monthly Projected Site Sales
report provides the projected sales data for a given domain or e-commerce domain, stratified by population and month.






 









 






	 	 	 
	Query	 	Description
	Weekly Projected Site Sales

	 	The Weekly Projected Site Sales report provides the projected sales data for a given domain or e-commerce domain, stratified by population and week.
	 
	 	 
	Daily Projected Site Sales

	 	The Daily Projected Site
Sales report provides the
projected sales data for a given
domain or e-commerce domain,
stratified by population and
day.
	 
	 	 
	Monthly Product Category Sales

	 	The Monthly Product Category Sales report provides an in-depth look at the Product Category spending. Category spending is broken out by category, domain, time, and demographics.
	 
	 	 
	Weekly Product Category Sales

	 	The Weekly Product Category Sales repoprt is identical to the Monthly Product Category spending report but stratifies upon week.
	 
	 	 
	URL Traffic Report

	 	The URL Traffic Report provides machines, visits, and hits for specific URL strings or all URL string, for a give domain or list of domains.
	 
	 	 
	Netscore or a successor service Access Including Demographic Analysis
	 	 
	Mymetrix Access
	 	 
	ProClarity Access to the following Cubes
	 	 
	               Internet Traffic to Top 10,000 Domains
	 	 
	               Weekly Internet Traffic to Top 10,000 Domains
	 	 
	               Product Category Sales
	 	 
	               Website Sales
	 	 






Third Party Software:

SQL query analyzer

Sybase query tool

Cisco VPN client

Sybase ASE Interactive SQL — Version 7.0

Sybase SQL Advantage 11.5/PC




 









 





SCHEDULE 1.1.1.3




COMSCORE TECHNOLOGY




comScore

Population Size Estimation, Panelist Description,

In-Tab Sample Selection & Projection Weight Calculation



Models, algorithms and analytical tools related to the following:



1. Population Definitions



comScore currently provides measurements for these four populations:



U.S. Home. This is the population of computers used to access the Internet for more than e-mail in
the last [* * * *] days from private residences in the U.S., excluding those that are in private
residences for which a head of household is a fulltime student and those that are in a home office.
A fulltime student is someone who was enrolled fulltime at a post-secondary, title IV institution
in the most recent October. A home office is a place in a private residence from which a resident
operates a business.



U.S. Work. This is the population of computers used to access the Internet for more than e-mail in
the last [* * * *] days from workplaces in the U.S., except for those computers that have more than one
user and those for which Internet access is significantly restricted. Workplaces include home
offices, where a home office is a place in a private residence from which a resident operates a
business. There are four categories of Internet access: unrestricted, screened, targeted, and
e-mail only. A computer’s access to the Internet is significantly restricted if the access is only
“targeted” access, which means that a user can view pages only from domains in some list of
domains, like an intranet plus documented research sites, or if the computer can only send and
receive email. A computer’s access to the Internet is not significantly restricted if the access
is “screened,” which means that a user cannot view pages from domains in some list of domains, like
known adult or gambling sites, or if the access is unrestricted.



U.S. School. This is the population of computers owned by full-time students that have been used
to access the Internet for more than e-mail in the last [* * * *] days from group quarters or a private
residence for which a head of household is a full-time student. A fulltime student is someone who
was enrolled full-time at a post-secondary, title IV institution in the most recent October. Group
quarters include dormitories and fraternity and sorority houses. This population excludes
computers that are not privately owned, such as the computers owned by educational institutions.



International. This is the population of computers used to access the Internet for more than
e-mail in the last [* * * *] days by people who are not residents of the U.S.




 









 





2. Population Size Estimation



U.S. Home. The size of the U.S. Home population in any month is estimated in these three steps:





	 	1.	 	We estimate the proportion of households that have at least one member
accessing the Internet from a computer in the U.S. Home population. The data used to
estimate this proportion are from a continuously administered telephone survey, that we
call the Population Survey ([* * * *] completed interviews every month) of adults living
in private residences in the U.S. The survey is administered by [* * * *] effective September 2003. Only one adult in any household is interviewed.
For any month, the estimate of the proportion is the average calculated with the data
collected during the 20 weeks ending with the week containing the last day of the
month. This same survey also yields estimates of the average number of computers in
the U.S. Home population calculated across households that have at least one.
	 
	 	2.	 	We estimate the total number of households in any month by linearly
interpolating between projections purchased from another company, [* * * *], that
are based on both the decennial census and the Current Population Survey.
	 
	 	3.	 	We multiply the estimated number of households by the estimate of the
proportion of households with at least one member accessing the Internet from a
computer in the U.S. Home population. This then is multiplied by the average number of
computers in the U.S. Home population calculated across households with at least one.




U.S. Work. The size of the U.S. Work population is similarly estimated in three steps:





	 	1.	 	We estimate the proportion of adults who access the Internet from a computer in
the U.S. Work population, and we calculate the average number of such computers across
adults who use at least one. The same Population Survey that provides data for
estimating the size of the U.S. Home population also yields the information required to
estimate this proportion of adults. The proportion is an average calculated with the
data from the 20 weeks ending with the week containing the last day of the month.
	 
	 	2.	 	We use data acquired from [* * * *] and linear interpolation to estimate the
number of adults in any month.
	 
	 	3.	 	We multiply the estimated number of adults by the estimate of the proportion of
adults accessing the Internet from a U.S. Work computer. This then is multiplied by
the average number of U.S. Work computers calculated across adults who use at least
one.





 









 




U.S. School. We use information from both primary research and secondary sources to estimate the
total number of computers owned by students and used to access the Internet.



The U.S. School population consists of two segments: computers belonging to students living in
group quarters (21%) and computers belonging to students living in a private residence headed by a
full-time student (79%). To estimate the size of the first segment, we ask respondents [* * * *]
survey how many of their family members are students living in group quarters and how many of them
own a computer that they use to access the Internet. From this we derive the rate at which
students living in group quarters own computers and use them to access the Internet. We then apply
this rate to estimates of the total number of students living in group quarters obtained from [* * * *].



To estimate the size of the second segment, we use responses to the Population Survey from people
in households headed by fulltime students. We estimate the proportion of households that are
headed by fulltime students, the proportion of those for which at least one member uses the
Internet, and the average number of computers used to access the Internet among those households
with at least one such computer. We take the product of these and multiply it by our estimate of
the number of households in the U.S.



We corroborate our estimates of U.S. School computers by looking for consistency with information
from a periodic survey of college students called [* * * *], information published by
institutions that require computer ownership, and other public or syndicated research of students.



International. We currently do both primary and secondary research to estimate the numbers of
computers used to access the Internet in each of 240 countries. In Canada, we have commissioned
[* * * *] to do a quarterly survey. We also purchase data from periodic surveys
executed by other research companies, such as [* * * *], which enables population enumeration for about 40 countries. Finally, to
estimate the sizes of populations in remaining countries, we use summarized data from a large
number of reports from inter-governmental agencies, like the [* * * *] and the [* * * *]; from government
statistical agencies, such as [* * * *], the [* * * *], and the
[* * * *]; from private research organizations, such as the [* * * *]; from news releases; and from companies making mechanical measurements of the
size of the Internet, such as [* * * *].




 









 





3. Panelist Description



Our projection process includes post-stratification and so requires descriptive information about
the computers in our samples and the households that use them. Most of this information is
obtained in the “registration process,” the online process required of someone who has been
persuaded to include one’s computer in [* * * *]. However, sometimes a participant
does not answer all questions, answers some questions falsely or, over time, a participant’s
answers become outdated.



For U.S. panelists, we test for incorrect information. For all U.S. panelists, we purchase
demographic data from [* * * *], and we also have block-varying projections of household
characteristics based on Census data. We compare information provided during the registration
process to the [* * * *] and Census data and search for inconsistencies that suggest that the data
from the registration process are false. In cases where we do not have a response to a
registration or we suspect the response we have is false or outdated, we will substitute
information acquired from [* * * *] or inferred from the Census data. For the work sample, the [* * * *] data does not provide information about the company size in the place of work. This limits
comScore’s ability to adjust for company size in its work projections.



For panelists outside of the U.S., we do not currently buy data from [* * * *] or any similar company.



For all panelists, including those not in the U.S., we automatically search the data we
continuously accumulate for evidence of panelists’ ages and genders, and we record and use this
information in cases where panelists did not provide the information during the registration
process. We also use the data we continuously accumulate to detect a panelist’s current ISP,
connection type (broadband or non-broadband), and use of languages (we count the numbers of pages
requested that use each of the major languages).




4. In-Tab Sample Selection.



For any month, we select a subset (the “in-tab sample”) of the computers that have been registered
for [* * * *] for the calculation of measurements for the month. The criteria for
that a computer must satisfy to qualify for the in-tab sample for a month include:





	 	•	 	 [* * * *]
	 
	 	•	 	 [* * * *]
	 
	 	•	 	 [* * * *]





 









 






	 	•	 	[* * * *]





The in-tab sample selection process is the same for all populations.




5. Projection Weight Calculation



To calculate projection weights for computers in the U.S. Home population, we stratify them on
characteristics of the computers and of the households that use them, including certain aggregate
measures of Internet activity. These include:



[* * * *]




The underlying assumption, behind the projection weights, is that the sample (both machine and
people) within each strata is representative of the population in the same strata. There maybe
other strata that are appropriate and practical in the future, that take into account other
demographic variables, Computer Characteristics such as the number of machines used in the
household to explicitly adjust for multiple machines in the household that are not monitored by
[* * * *], or other more detailed Internet Activity.


Our information about the distribution of these characteristics in the population has three
sources. We estimate the joint frequencies of the demographic variables with data from the
Population Survey. The marginal distributions of service provider, browser used and connection
type are also estimated with data from the Population Survey.



Joint frequencies of the measures of Internet activities are projected from a calibration sample.
A calibration sample is a relatively small probability sample of computers recruited so that it
will not have the biases of a panel recruited using primarily online advertising and e-mail
solicitations, which are the primary means of recruiting computers for the [* * * *] panel.
Although much smaller than the in-tab sample, it is sufficiently large to estimate the frequency


 









 






distribution of Internet user sessions and the frequency of visits to any domain in a cluster of
domains. The calibration sample consists of the computers used by [* * * *] households, the panel
of households acquired when Media Metrix assets were purchased, which are households recruited from
among those with telephone numbers in random samples. We continuously recruit households for the
[* * * *] panel to replace those that leave the panel. Samples are purchased from [* * * *]
and the recruitment is done by [* * * *].



To project population distributions from the calibration sample, projection weights are calculated
for computers in this sample. This is done by stratifying them on region of residence, total
income and total size of the households that own them. The number of U.S. Home computers in each
stratum is estimated using the responses to the Population Survey obtained during the [* * * *] weeks
ending with the week that includes the last day of the period for which weights are required. The
weight for each computer in a stratum is this estimate divided by the number of calibration sample
computers in the stratum.



[* * * *]



Bishop, Fienberg and Holland, Discrete Multivariate Analysis: Theory and Practice, 1975



Agresti, Categorical Data Analysis, 1990



To calculate projection weights for the sample of computers used to access the Internet by people
not in the U.S., we stratify first on country group, and then have different methods for
calculating weights for different country groups. Many country groups consist of a single country,
such as Canada.



For Canada, we stratify on characteristics of the households using the Internet, on characteristics
of their members, and on a measure of the intensity of use of “Canadian sites”.





	•	 	[* * * *]






	 		 	[* * * *]
	 
	 		 	[* * * *]
	 
	 		 	[* * * *]
	 
	 		 	[* * * *]






	•	 	[* * * *]






	 		 	[* * * *]




 









 






[* * * *]



The distribution of the population by frequency of use of Canadian sites is projected from a
calibration sample, which is the subset of Canadian panelists who are [* * * *] panelists.



For the UK, France, and Germany, we stratify on:




[* * * *]



For 20 other countries, we stratify on:




[* * * *]



We stratify on language use because large numbers of panelists from these countries registered at
our English-language registration sites. The source of distributions of the populations of
Internet users in other countries by language use is
[* * * *] survey.



For purposes of this Schedule, “we” and “our” refer to comScore.




 









 





SCHEDULE 1.1.1.3 (continued)




			
	 	 	 
	MEDIA METRIX 2.0 TECHNOLOGY
	 	







ABOUT OUR STUDY PROCEDURES
 AND REPORTING STANDARDS







PAGE TOPICS:





	 	•	 	Background
	 
	 	•	 	Sample and Fieldwork
	 
	 	•	 	Core Panel Sample and Recruitment
	 
	 	•	 	Work and University Supplement Samples and Recruitment
	 
	 	•	 	University measurement
	 
	 	•	 	Panel Membership
	 
	 	•	 	Internet Universe Estimates
	 
	 	•	 	Universe Enumeration
	 
	 	•	 	Audience Estimates
	 
	 	•	 	Data Collection Technology
	 
	 	•	 	Overview of Proxy Methodology
	 
	 	•	 	Basic URL Capture
	 
	 	•	 	 Digital Applications Measurement










BACKGROUND



Media Metrix 2.0 presents marketers, ad agencies and content providers with the most
comprehensive Internet audience measurement system in the industry. Media Metrix 2.0 was introduced
in November ’02 and is the end result of the integration of:




	 	 	 	 	 
	Media Metrix
	 	 	 	comScore Networks’
	who created online media measurement
	 	 	 	enhanced capabilities to capture online
	and set the industry standard for Internet
	 	+
	 	transactions & niche audiences
	reporting	 	 	 	 





The following discusses Media Metrix 2.0 study procedures, highlighting major changes and benefits
incorporated from the legacy Media Metrix service. Please feel free to contact your account
representative with any additional questions or comments.




 









 





SAMPLE AND FIELDWORK



Media Metrix 2.0 is based upon a core panel of Internet users that is recruited using Random
Digit Dial (RDD) methodology, supplemented by sizable numbers of work and university panels
recruited online. Integration of the latter two panelist groups provides increased granularity of
reporting. As a result, Media Metrix 2.0 now provides increased data detail and reliability
essential to making better informed decisions for online advertising, marketing, and commerce.




CORE PANEL SAMPLE AND RECRUITMENT



comScore Media Metrix uses Random Digit Dial (RDD) recruitment methodology to build the core
U.S. panel that has served as the industry standard in Internet audience measurement. RDD
procedures are essential to building representative panels that minimize bias in the initial
contact and subsequent recruitment. The panel was comprised primarily of Internet users from home
and work, with some limited representation among university students.



Recruitment starts with the acquisition of random-generated samples of telephone numbers from
working exchanges and then matched to national directories to obtain mailable addresses where
possible. Households with matching phone numbers and mailing addresses are mailed a recruitment
package seeking their participation in the panel. This mailer is designed to encourage panel
membership by more fully describing the benefits of panel membership. It allows for fuller
discussion of how panelist’s behavior is measured unobtrusively and provides potential panelists
with the information and time to make an informed decision on whether to join the panel.



All non-responders to the mailing, as well as households with non-matching phone numbers, are
called directly by telephone to enlist their participation in the panel. Up to [* * * *] recontacts via
phone/mail are made to everyone in the sample to ensure as complete coverage of all potential panel
members, as possible.



Persons agreeing to panel membership are re-screened to confirm eligibility (must use Internet).
They join the panel by entering into a panel membership contract, including an expressed privacy
agreement, and completing a short survey describing Internet users in the household. Note: other
eligible household members (2+ years old) are enrolled at this time.



Persons who use the Internet at work are directed to set-up measurement of their online behavior at
this location, if they are the primary user of their work PC. These persons comprise a very
important sub-group within the core panel and comprise the base for at-work Internet reporting.
Students (18+) living in dormitories or off-campus apartments are now included in the
College/University sample rather than Home sample.


 









 





WORK AND UNIVERSITY SUPPLEMENT SAMPLES AND RECRUITMENT


The Media Metrix 2.0 panel also includes supplementary samples representing usage from the
workplace and college/university environments. The addition of these panelists improves the
robustness and reliability of information on Internet usage data from these locations that are
increasingly critical to a fuller understanding of the online marketplace.



Workplace Measurement: Historically Media Metrix reported at-work Internet usage from panelists
recruited via RDD (as described above).



Despite a lengthy and intense effort over the last four years to increase the effectiveness of RDD
in building a more robust workplace panel, the total at-work panelists never exceeded [* * * *] users.
The at-work sample was adequate for reporting overall workplace Internet usage, but limited when
providing detailed coverage of smaller sites, business-to-business vendors, and critical volume of
online transactions during workday hours. It became clear that broader recruitment strategies would
have to be implemented.



After extensive study, comScore Media Metrix adopted a hybrid recruiting methodology which
maintains RDD recruitment while using online recruiting to supplement the at-work sample. The
latter online procedure is akin to research procedures of over-sampling of hard to reach sub groups
that are then weighted-back to proper representation.



That RDD procedures alone are insufficient for building meaningful work samples was buttressed by
the ARF in a recent analysis of comScore recruitment methodology for the netScore product (the
sister service to Media Metrix 2.0). The ARF noted that:





The industry’s veneration of probability samples stems from the conviction that we
are less likely to have bias in our measurement with this sampling, and that if bias
does somehow sneak in, with random sampling, we are equipped to find it and root it
out. However, that conviction has weakened with the continuing declines in response
rates to levels that, for some, has made “random” a dubious
promise.1


The ARF also found great benefit in the use of increased sample sizes “to take media
measurement the “final mile” – from media exposure to advertising exposure and even to linking that
exposure to behavioral response.”2


As already stated: The Media Metrix 2.0 work sample includes the sample of users recruited via
traditional RDD and originally included within prior Media Metrix reporting supplemented by a
diverse sample of employed Internet users recruited via online.




UNIVERSITY MEASUREMENT



Like the workplace sample described above, the Media Metrix 2.0 sample includes
college/university students (18+) recruited via RDD supplemented by a diverse student sample
recruited via electronic means. The RDD recruitment enlisted students in homes; the supplementary
sampling also enlists students in dorms.



Historically, Media Metrix did not report university users separately, but they were counted as
part of the home sample. The RDD and supplementary university sample was implemented in response to
marketer’s desire for in-depth coverage.



This change not only provides the ability to analyze Internet usage of full-time students, but also
provides a sharper picture of at-home only usage, without potentially confounding activity from
college users who may reflect usage different from that of the typical home use




 









 





PANEL MEMBERSHIP



Panelists receive incentives ranging from [* * * *] quarterly to protection from viruses for their
e-mail.




INTERNET UNIVERSE ESTIMATES



The release of Media Metrix 2.0 signaled two immediate changes in the universe estimates. The
first is the projection of home, work, college, and total (home + work + college), that is
consistent with the audience segments reportable in the service.


The second change involves the universe estimates for the total online-population, which shows an
increase from prior Media Metrix reports because of a correction in the projection process made to
address a slight understatement in legacy Media Metrix universe estimates. Note: This correction
was being phased-in over time but the release of the 2.0 platform provided the opportunity for a
quick fix. The methodology for projecting the US Internet universe has been maintained from legacy
Media Metrix.




UNIVERSE ENUMERATION



Media Metrix has contracted Wirthlin International to conduct an ongoing survey of US
households to enumerate who is using the World Wide Web. The surveys use probability sampling and
random-digit dialing methodology. Each month, up to [* * * *] minutes telephone interviews are
completed with one person per household.


The information gathered by the enumeration surveys is used to derive estimates of the proportion
of the US population that currently uses the Internet. The enumeration survey provides the
estimated proportion for:





	 	•	 	Persons 2+, using the Internet at home
	 
	 	•	 	Adults 18+, using the Internet at home/work




A [* * * *] week rolling average is used to ensure stability in proportion-estimates derived from these
surveys. The derived-proportions are then applied to [* * * *] to calculate target population
sizes.




Enumeration of students accessing the Web is similar to the above. The school population is
segmented into two groups of students, those living in group quarters and those in a private
residence headed by a full time student. The population Survey provides the basic information used
to derive at-college Internet population proportion, which is then applied to estimates of the
total number of students obtained from [* * * *] to derive
targets.



The enumeration is also used for determining variable-targets for sample balancing purposes. The
variable-targets used include: gender, age, household income, # of people in households, presence
of children and region. Iterative proportional fitting is used to the weight panelist sample to
correct for panel imbalances and thereby enhance its representation of the Internet population.



The enumeration procedure outlined above is used to establish universe estimates for Total Digital
Media. Internet activity currently reported for the US populations are shown in the table below:




 









 





Digital Media & World Wide Web Universes (October 2002)




	 	 	 	 	 
	 	 	Digital Media	 
	 	 	(Millions)	 
	Total population:
	 	 	 	 
	Persons 2+, used the Internet
	 	 	142.7	 
	 
	 	 	 	 
	Persons 2+, used the Internet at Home
	 	 	123.8	 
	Adults 18+, used Internet at Work
	 	 	47.9	 
	Adults used Internet at both Home/College and Work
	 	 	38.5	 
	Adults 18+, used Internet at University
	 	 	9.5	 






AUDIENCE ESTIMATES



Enhancements to Media Metrix 2.0 also provided the opportunity to re-examine the
legacy-weighting scheme with regards to audience estimates, which led to a new weighting scheme for
projecting unduplicated audiences. The new scheme better estimates Internet usage between dual usage
locations.



Legacy audience projection: The integration of home and work panel data used in audience
projections required identification of panelists who accessed the Internet at both locations.
Simply adding panelists who visited a site from either location would double-count those who
visited the same site from both sites. As a result, estimates of unduplicated site audience
required a correction procedure that subtracted the total number of dual-location site-visitors
from the sum of total visitors from home and total visitors from work. This procedure generally
produced satisfactory, unbiased unduplicated audience projections.



However, since the combined home/work panel group is a sub-set of total home users and total work
users, the correction procedure could provide volatile projections for sites with small audiences.
The projected unique visits by people visiting the Internet from both home and work had the
possibility of being larger than either the projections of the at home or at work estimates so that
the resulting unduplicated audience could be smaller than the audience from one or both of the
home/work panels. This problem arose because of the large variance of estimates obtained as based
on small size of this sample.



Media Metrix 2.0 audience projection: Media Metrix had been considering the implementation of a new
method for estimating total site audience based solely on visiting either from home or from work.
The method is based on defining a function that includes a parameter whose value can be estimated
from a “both” sample. This parameter represents the correlation of a visit to a web entity from
home with a visit to the same entity from work among people using the Internet from both locations.
For the current report, the parameter values were calculated by averaging across six months.
The details of how the modeling is derived and how it is applied in audience projection are
available upon request.




DATA COLLECTION TECHNOLOGY



Media Metrix 2.0 features comScore’s proprietary, patent-pending proxy measurement platform.
This




 









 







advanced monitoring technology operates on a high-performance server network that captures
usage data as it flows between each panelist’s PC and the Internet. This represents a major
improvement from the older approach of collecting data through a software “meter” installed on each
user’s PC.
The comScore measurement platform provides uninterrupted reporting of all previously measured
Internet behavior including expanded coverage of AOL and other proprietary networks. This platform
also captures the details of crucial activities such as online buying, subscriptions, search engine
queries, etc.




OVERVIEW OF PROXY METHODOLOGY


Upon agreement to join the comScore panel, members’ browsers are configured to unobtrusively
route their Internet activity through comScore’s network of dedicated servers. At the start of
Internet activity, panelists identify themselves from a list on the User Identification Screen
(allowing for measurement of user age, gender, education and other demographics). The
identification screen disappears and computer usage continues as normal. If the computer is
inactive for more than 30 minutes during an online session, the user is again prompted for
identification, to ensure that any change in user is properly reflected.



The panelist’s Internet activity is captured regardless of type of browser used. This is important
since many users use multiple browser brands and versions – sometimes simultaneously – when surfing
the Web. Activity is captured regardless of whether an Internet connection is established via a
commercial Internet Service Provider (ISP) or an office-hosted LAN. Information that can
potentially be captured on an individual member basis includes site visited, page viewed, ad seen,
promotion viewed, product or service bought, price paid, and more. This contrasts to the data
collection system employed prior to Media Metrix 2.0, which was limited to capturing activity via
the URL window in a panelist’s browser.
Data capture and reporting are conducted in adherence to strict, industry-leading privacy
protection policies. Data provided by participating panel households about each Internet user’s
identity are stored in an encrypted, access-controlled database. Data is reported only in aggregate
form.




BASIC URL CAPTURE



Media Metrix 2.0 data are collected via a proxy server methodology which is very similar to
that used to track server logs. The proxy captures the details of communications to and from a
panelists’ computer on a site-specific, individual-specific basis. This capture ranges from
outgoing browser commands to view a page (i.e. internet content) to incoming fulfillment including
pages, ad banners, pop-ups etc. Currently, requests for image files (this would include most banner
ads) are not routed through proxy servers but to servers serving these files.



The proxy captures the full URL address of each individual item that comprises a page (request
fulfillment) such as banner, heading, etc. These are matched to a dictionary of URL addresses
currently numbering over [* * * *] Internet sites. Capture of browser requests are important to in
determining whether the Internet session is live or whether the in the background.
Note: because the to and from communications are captured and stored on the proxy servers, actual
pages can be called up for further coding and identification purposes.



DIGITAL APPLICATIONS MEASUREMENT



In addition to improving the capture of basic website visitation, the change to the proxy
collection method has allowed for enhanced measurement of a number of digital media applications.
The two most immediate affected applications are described below.



 










 






	1.	 	AOL PROPRIETARY: One of the most significant enhancements of the new proxy data
collection system is an improved measurement of the AOL Proprietary network. In Media
Metrix’ legacy processes, measurement of AOL relied on collection of the titles in users’
Blue Bars (the text that appears in the upper left hand corner of pages within the
proprietary service).
	 
	 	 	While this method was largely reliable for cataloging AOL proprietary pages, it required
significant manual effort to link non-standard Blue Bar titles to respective channels within
AOL. This effort was further complicated whenever the coding team encountered ambiguous Blue
Bar titles that were not immediately identifiable with a particular channel. These were
ultimately coded using a series of rules based on assumptions to approximate proper channel
classification.
	 
	 	 	The newly implemented system captures the unique proprietary URL that is associated with
each page of the AOL service, thereby allowing to track and report the AOL Proprietary
service in the same automated manner as standard websites. Each proprietary URL contains a
code that is unique to a channel and these unique codes have been identified and attributed
to the proper AOL Channel.
	 
	2.	 	INSTANT MESSENGER SERVICES: The legacy meter was only able to see that a messenger
application was active but could not determine any level of user interaction with the tool.
The proxy technology observes instant message packets transmitted to and from panelists
machines and can detect the difference between when a user sends an instant message, and
when information is forced to the user’s messenger application, (i.e. when a stock quote is
automatically updated in an instant messenger application.) Records of when users actually
send instant messages are now used to calculate measures of Unique Visitors.





Updated: Fall 2002





 










 





SCHEDULE 1.1.3




COMSCORE TRADEMARKS

comScore

comScore Networks

comScore Investment Pulse

comScore Macro Report

comScore Media Metrix




 









 








SCHEDULE 1.4




FINANCIAL COMPANY




	 	 	 
	Banks, Thrifts, Savings & Loans
	 

	 	Central Banks
	 

	 	Commercial Banks US/Foreign
	 

	 	Cooperative Banks
	 

	 	Fiduciary Banks
	 

	 	Money Center Banks
	 

	 	Mortgage Banks
	 

	 	Regional Banks- US/Foreign
	 

	 	Super Regional Banks US/Foreign
	 

	 	Special Purpose Banks
	 

	 	S&L
	 

	 	Thrifts
	 
	 	 
	Insurance Companies
	 

	 	Financial Guarantee Ins
	 

	 	Insurance Brokers
	 

	 	Life/Health Insurance
	 

	 	Multi-line Insurance
	 

	 	Mutual Insurance
	 

	 	Property/Casualty Insurance
	 

	 	Reinsurance
	 
	 	 
	Investment Firms
	 

	 	Capital Pools
	 

	 	Internet Investment
	 

	 	Investment Companies
	 

	 	Invest Comp — Resources
	 

	 	Investment Funds
	 

	 	Closed-end Funds
	 

	 	Venture Capital
	 
	 	 
	Real Estate Management Firms
	 

	 	REITS
	 

	 	Housing Authority
	 

	 	Property Trust
	 

	 	Real Estate Operations/Development
	 

	 	Real Estate Management/Services
	 
	 	 
	Diversified Financial Services Companies
	 

	 	Derivatives
	 

	 	Diversified Financial Services
	 

	 	Finance-Auto Loans
	 

	 	Finance-Commercial
	 

	 	Finance-Consumer Loans
	 

	 	Finance-Credit Card
	 

	 	Finance-Investment Banker/Broker
	 

	 	Finance-Leasing Company
	 

	 	Finance-Mortgage Loan/Banker
	 

	 	Finance-Other Services
	 

	 	Investment Management/Advisory Services






 









 





SCHEDULE 1.6




PRIVACY CONTROLS




At a minimum, the following privacy controls will be in place:





	 	•	 	All sensitive captured data is encrypted at the point of capture.
	 
	 	•	 	During processing it is required for certain applications, that the sensitive data be
decrypted and analyzed; however, only limited comScore personnel are provided with the
ability to perform such decryption and analysis.
	 
	 	•	 	Whenever sensitive data is placed into a table, specific access restrictions are
established, and no external parties are permitted to view this data.
	 
	 	•	 	comScore will maintain and operate under the privacy policy controls defined below under
the heading “Report of [* * * *] Management on the Privacy Controls for the
[* * * *] Internet Accelerator”.






For purposes of this Schedule, “[* * * *]”, “[* * * *]”, “we” and “our” refer to
comScore.


comScore may, at its sole discretion, modify its privacy policy controls subject toits compliance
with the representations, warranties and covenants set forth in Section 7.1.14.




Report of [* * * *] Management on the Privacy Controls for the [* * * *]

Internet Accelerator



We have adopted a privacy statement and established an array of privacy protection mechanisms
so you can understand our commitment to the fair handling of information about our members. To go
further and actively demonstrate this commitment to fair information principles, we have undertaken
an independent, third party review of our privacy practices. We have engaged Ernst & Young LLP, a
global assurance services firm, to periodically review and report to our members our compliance
with our statements to you. Specifically, as the management of [* * * *], we are responsible
for establishing and maintaining effective controls over the privacy and security of personally
identifiable information about our members. The controls that we have established have been
designed to provide you reasonable assurance that personally identifiable information is protected
in conformity with [* * * *] disclosed privacy practices. We have established these controls
based on the accompanying criteria of the WebTrust for Online Privacy issued by the American
Institute of Certified Public Accountants’ (AICPA) and Canadian Institute of Chartered Accountants
(CICA). We have also assessed these controls in relation to these criteria. In doing this, the
specific procedures and controls we have implemented include the following:





	–	 	[* * * *] maintains a privacy statement that
addresses the fair information principles. This privacy statement,
located on the [* * * *] web site, is accessible to all
consumers.
	 
	–	 	Personally identifiable information about members is not released in
the statistical Internet activity reporting provided to [* * * *]
customers.





 









 





	–	 	Terms and conditions have been included in [* * * *] legal
agreements that prohibit other parties, who act on the behalf of
[* * * *], from using personally identifiable information that
[* * * *] provides to them for any purpose other than to serve
[* * * *].
	 
	–	 	Members are given the ability to “opt-out” of any promotional messages
or other targeting communications from [* * * *]. [* * * *]
contact lists are validated against the list of members who have
“opted-out” to ensure that such communications are not sent to those
individuals. These member’s preferences regarding secondary usage are
automatically updated and recorded in the [* * * *] member
database.
	 
	–	 	[* * * *] members can submit changes to their account profiles
through online access to their registration and account information.
These changes are automatically updated and recorded in the
[* * * *] member database.
	 
	–	 	Information security policies and procedures are documented and
communicated to personnel responsible for the [* * * *].
	 
	–	 	The [* * * *] architecture employs technologies to logically
restrict access to the [* * * *] environment and to protect against
unauthorized access. For example, the [* * * *] web site uses
the Secure Socket Layer (SSL) transmission protocol to allow the
encryption of member information while it is being transmitted across
the Internet.
	 
	–	 	[* * * *] employees are trained as to how member information can be
collected, used, and shared through employee orientation, ongoing
communications, and the use of documented member information handling
guidelines.
	 
	–	 	[* * * *] maintains an effective dispute resolution process to
handle member concerns regarding privacy and displays such recourse
and resolution procedures within its posted privacy statement.





 









 





SCHEDULE 2.1.1-A




GRANDFATHERED SIGNAL CLIENTS




[* * * *]







 









 








SCHEDULE 2.1.1-B




GRANDFATHERED DATA CLIENTS

[* * * *]







 









 








SCHEDULE 2.4.1.5




ADDITIONAL GRANDFATHERED AGREEMENTS

(comScore Networks, Inc. Privileged and Confidential)




	 	 	 	 	 	 	 	 	 
	 	 	Contract	 	 	Contract	 
	Customer	 	Begin Date	 	 	End Date	 
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 
	 	 	Contract	 	 	Contract	 
	Customer	 	Begin Date	 	 	End Date	 
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 
	 	 	Contract	 	 	Contract	 
	Customer	 	Begin Date	 	 	End Date	 
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 
	 	 	Contract	 	 	Contract	 
	Customer	 	Begin Date	 	 	End Date	 
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 
	 	 	Contract	 	 	Contract	 
	Customer	 	Begin Date	 	 	End Date	 
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 
	 	 	Contract	 	 	Contract	 
	Customer	 	Begin Date	 	 	End Date	 
	 


[* * * *]









 






	 	 	 	 	 	 	 	 	 
	 	 	Contract	 	 	Contract	 
	Customer	 	Begin Date	 	 	End Date	 
	 


[* * * *]





Items in bold refer to contracts that are not yet executed but are in the signature stage at
the client.



Within 30 days of the Effective Date of this Agreement, the items in this Schedule will be
re-organized by comScore into two groups and delivered to Citadel: Financial Companies and
Non-Financial Companies (as defined in Schedule 1.4).











 





SCHEDULE 2.4.2.1




LEVELS OF SPECIFICITY




	 	 	 
	Product Category ID	 	Product Category Name
	  1

	 	APPAREL
	  2

	 	SHOES
	  3

	 	ACCESSORIES
	  4

	 	JEWELRY & WATCHES
	  5

	 	OTHER APPAREL ITEMS
	  6

	 	HOME FURNITURE
	  7

	 	HOME APPLIANCES
	  8

	 	TOOLS & EQUIPMENT
	  9

	 	KITCHEN & DINING
	10

	 	BED & BATH
	11

	 	GARDEN & PATIO
	12

	 	PET SUPPLIES
	13

	 	FOOD & BEVERAGE
	14

	 	AUTOMOTIVE ACCESSORIES
	15

	 	SPORT & FITNESS
	16

	 	HEALTH & BEAUTY
	17

	 	ART & COLLECTIBLES
	18

	 	TOBACCO PRODUCTS
	19

	 	BABY SUPPLIES
	20

	 	OTHER HOME & LIVING ITEMS
	21

	 	BOOKS & MAGAZINES
	22

	 	MUSIC
	23

	 	MOVIES & VIDEOS
	24

	 	OTHER BMV
	25

	 	DESKTOP COMPUTERS
	26

	 	LAPTOP COMPUTERS
	27

	 	HANDHELDS, PDAS & PORTABLE DEVICES
	28

	 	PRINTERS, MONITORS & PERIPHERALS
	29

	 	COMPUTER SOFTWARE (X PC GAMES)
	30

	 	OTHER COMPUTER SUPPLIES
	31

	 	AUDIO & VIDEO EQUIPMENT
	32

	 	CAMERAS & EQUIPMENT
	33

	 	MOBILE PHONES & PLANS
	34

	 	OTHER ELECTRONICS & SUPPLIES
	35

	 	PC VIDEO GAMES
	36

	 	CONSOLE VIDEO GAMES
	37

	 	VIDEO GAME CONSOLES & ACCESSORIES
	38

	 	BUSINESS MACHINES
	39

	 	OFFICE FURNITURE
	40

	 	OFFICE SUPPLIES
	41

	 	MOVIE TICKETS






 









 






	 	 	 
	Product Category ID	 	Product Category Name
	42

	 	EVENT TICKETS
	43

	 	AIR TRAVEL
	44

	 	HOTEL RESERVATIONS
	45

	 	CAR RENTAL
	46

	 	TRAVEL PACKAGES
	47

	 	OTHER TRAVEL
	48

	 	ONLINE CONTENT SALES
	49

	 	ONLINE SERVICE SUBSCRIPTIONS
	50

	 	PERSONALS & DATING
	51

	 	PHOTO PRINTING SERVICES
	52

	 	SHIPPING SERVICES
	53

	 	OTHER SERVICES
	54

	 	TOYS & GAMES (X VIDEO GAMES)
	55

	 	ARTS, CRAFTS & PARTY SUPPLIES
	56

	 	OTHER TOY & GAME ITEMS
	57

	 	FLOWERS
	58

	 	GREETINGS
	59

	 	GIFT CERTIFICATES & COUPONS
	60

	 	OTHER FLOWER & GIFT ITEMS
	99

	 	UNCLASSIFIED









 









 








SCHEDULE 5




STEERING COMMITTEE AND CONTRACT EXECUTIVES 



This Schedule will be completed by the parties no later than thirty (30) days following the
Effective Date.




 









 








SCHEDULE 7.1.1




METHODOLOGY




Panel Recruitment and Composition




Inclusive of all samples under measurement, comScore Networks collects data from a total panel of
approximately 1.5 million global Internet users.



comScore Networks uses an industry-standard Random Digit Dial (RDD) telephone and Random Direct
Mail (RDM) methodology to recruit a core U.S. panel of up to [* * * *] Internet users.



Recruited participants join the comScore panel by entering into a panel membership contract that
gives comScore explicit permission to monitor all online activity that occurs on their computers.
Each panelist provides their name and household address, and completes a short survey identifying
all Internet users in the household and key demographic characteristics in the household.
Panelists also agree to receive periodic online consumer surveys from comScore.



comScore enhances this core panel with the addition of three unique samples:




	 	•	 	[* * * *]-person U.S. at-work panel
	 
	 	•	 	[* * * *]-person university panel
	 
	 	•	 	[* * * *]-person “megapanel” – allowing analysis at the worldwide level, across
dozens of countries and regions, and nearly [* * * *] local markets across the U.S.





These three groups have been recruited using opt-in online techniques.



Population Estimates




comScore conducts regular surveys, again using an RDD methodology, to enumerate the size and
characteristics (e.g., demographics, type of Internet connection, etc.) of the Internet-using
population. These universe estimates are updated on a monthly basis to account for the growth of
Web users. Using a sophisticated and proprietary systems, all comScore sample data are stratified
and then balanced and weighted according to the enumeration data to ensure accurate representation
of the online population. Projection weights are developed through iterative proportional fitting
and the target population percentages are derived from the monthly enumeration data.



comScore Data Collection Technology




Upon agreeing to join the comScore panel, participants’ browsers are configured to unobtrusively
route all of their computers’ Internet activity through comScore’s network of several hundred
dedicated servers. This technology captures the details of all online sessions, including all
communication to and from each individual’s computer, on a site-specific, individual-specific
basis.



 









 





comScore’s systems capture the majority of http and https requests of consumer interest, across
publicly accessible Internet sites, and the majority of Internet browers used. This is relevant
since some people use multiple browsers – sometimes simultaneously – when surfing the Web.
Activity is also captured regardless of whether an Internet connection is established via a
commercial Internet Service Provider (ISP) or an office-hosted LAN.



comScore’s technology operates throughout non-secure and secure (SSL) connections, and across HTML
and proprietary (e.g., AOL) content. The information comScore routinely captures goes far beyond
the limitation of traditional clickstream data, by encompassing data on every site visited, page
viewed, ad seen, promotion used, product or service bought, price paid, and more. comScore also
collects merchant-specific information contained in the credit card statements that are viewed
online by panelists, allowing for the estimation of both online and offline spending. comScore’s
data capturing and coding technology can also be customized to identify and capture virtually any
event or sequence of events or content deemed to be critical to a client analysis.



 









 





SCHEDULE 7.1.2




CERTAIN STANDARDS





	1.	 	comScore will conduct monthly Mystery Shops on randomly selected sites with an emphasis on
the top [* * * *] visited sites. Each month Mystery
Shops will occur at no less than [* * * *]% of the
sites/domains at which comScore coded ecommerce and travel transactions during that month.
The average number of improperly captured pages in a transaction during the monthly Mystery
Shops shall not exceed [* * * *]%. “Mystery Shops” is defined as having properly instrumented
machines conduct actual ecommerce and travel transactions at sites/domains coded by comScore
and comparing the transaction detail as it happened on the machine to the transaction detail
as it was captured and recorded by the comScore Data collection system.
	 
	2.	 	comScore will maintain a comScore Data collection system
record loss of less than [* * * *] percent
[* * * *]% per month.
	 
	3.	 	comScore’s data collection network for its collection of comScore Data shall be operating and
available at least 99% of the time in any given month.
	 
	4.	 	comScore shall operate its comScore’s data collection network across a minimum of [* * * *]
separate Internet backbones.
	 
	5.	 	Each data center will have at least [* * * *] autonomous uplinks.
	 
	6.	 	[* * * *] percent
[* * * *]% of comScore’s data center network equipment shall have fully
automated failover.
	 
	7.	 	comScore shall provide centralized real-time monitoring and alerts on all of its production
systems.
	 
	8.	 	comScore shall ensure access to production management staff twenty-four hours a day, seven
days a week for the reporting of network problems.
	 
	9.	 	The average utilization of the proxy server network shall be
less then [* * * *] percent
[* * * *]%.
	 
	10.	 	The comScore proxy server network shall be configured to tolerate the ability to lose the use
of [* * * *] of its proxy servers without data loss.
	 
	11.	 	All comScore Data composed of source data shall be backed up to offsite tapes and [* * * *]
copies shall be backed up online.
	 
	12.	 	comScore shall maintain at least [* * * *] copies of comScore Data composed of processed URL,
Page Level, and Transaction Data.




 









 






	13.	 	comScore shall maintain version control management of source code and transaction processing
agents.
	 
	14.	 	comScore shall maintain current tracking metrics on quality of major production processes.
	 
	15.	 	comScore shall ensure that network latency is monitored on all uplinks to major
providers.




 









 











SCHEDULE 7.1.3




PANEL INFORMATION




For 90 day period ending June, 2003




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Home	 	Work	 	College
	United States
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Households
	 	 	[* * * *]	 	 	 	[* * * *]	 	 	 	[* * * *]	 
	Computers
	 	 	[* * * *]	 	 	 	[* * * *]	 	 	 	[* * * *]	 
	Household Members
	 	 	[* * * *]	 	 	 	[* * * *]	 	 	 	[* * * *]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	International
	 	 	 	 	 	 	 	 	 	 	 	 
	Households
	 	 	[* * * *]	 	 	 	[* * * *]	 	 	 	[* * * *]	 
	Computers
	 	 	[* * * *]	 	 	 	[* * * *]	 	 	 	[* * * *]	 
	Household Members
	 	 	[* * * *]	 	 	 	[* * * *]	 	 	 	[* * * *]	 






For 30 day period ending June, 2003





	 	 	 	 	 	 	 	 	 
	 	 	Distributions
	 	 	Households	 	All
	 	 	Under	 	Online
	 	 	Measurement	 	Households
	 	 	(i.e. unprojected	 	(i.e. population
	 	 	panel)	 	estimates)
	 	 	 
	Country of Origin
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Hispanic
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Non Hispanic
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Total
	 	 	100.0	%	 	 	100.0	%
	 
	 	 	 	 	 	 	 	 
	Racial Background
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	White
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Black
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Asian
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Other
	 	 	[* * * *]	%	 	 	[* * * *]	%
	 
	 	 	100.0	%	 	 	100.0	%
	 
	 	 	 	 	 	 	 	 
	Census Region of Residence
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	North East
	 	 	[* * * *]	%	 	 	[* * * *]	%







 









 






	 	 	 	 		 	 		
	 	 	Distributions
	 	 	Households	 	All
	 	 	Under	 	Online
	 	 	Measurement	 	Households
	 	 	(i.e. unprojected	 	(i.e. population
	 	 	panel)	 	estimates)
	 	 	 
	North Central
	 	 	[* * * *]	%	 	 	[* * * *]	%
	South
	 	 	[* * * *]	%	 	 	[* * * *]	%
	West
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Total
	 	 	100.0	%	 	 	100.0	%
	 
	 	 	 		 	 		
	Age of Eldest Head of Household
	 	 	 		 	 		
	 
	 	 	 		 	 		
	18-24
	 	 	[* * * *]	%	 	 	[* * * *]	%
	25-34
	 	 	[* * * *]	%	 	 	[* * * *]	%
	35-44
	 	 	[* * * *]	%	 	 	[* * * *]	%
	45-54
	 	 	[* * * *]	%	 	 	[* * * *]	%
	55-64
	 	 	[* * * *]	%	 	 	[* * * *]	%
	65+
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Total
	 	 	100.0	%	 	 	100.0	%
	 
	 	 	 		 	 		
	Household Income
	 	 	 		 	 		
	 
	 	 	 		 	 		
	Less than 25k
	 	 	[* * * *]	%	 	 	[* * * *]	%
	25-35k
	 	 	[* * * *]	%	 	 	[* * * *]	%
	35k-50k
	 	 	[* * * *]	%	 	 	[* * * *]	%
	50k-75k
	 	 	[* * * *]	%	 	 	[* * * *]	%
	75k-100k
	 	 	[* * * *]	%	 	 	[* * * *]	%
	100k+
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Total
	 	 	100.0	%	 	 	100.0	%
	 
	 	 	 		 	 		
	Household Size
	 	 	 		 	 		
	 
	 	 	 		 	 		
	1
	 	 	[* * * *]	%	 	 	[* * * *]	%
	2
	 	 	[* * * *]	%	 	 	[* * * *]	%
	3 or 4
	 	 	[* * * *]	%	 	 	[* * * *]	%
	5 or more
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Total
	 	 	100.0	%	 	 	100.0	%
	 
	 	 	 		 	 		
	Child Present
	 	 	 		 	 		
	 
	 	 	 		 	 		
	No
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Yes
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Total
	 	 	100.0	%	 	 	100.0	%
	 
	 	 	 		 	 		
	Teenager Present
	 	 	 		 	 		






 










 






	 	 	 	 		 	 	 	
	 	 	Distributions
	 	 	Households	 	All
	 	 	Under	 	 Online
	 	 	Measurement	 	Households
	 	 	(i.e. unprojected	 	(i.e. population
	 	 	panel)	 	estimates)
	 	 	 
	No
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Yes
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Total
	 	 	100.0	%	 	 	100.0	%
	 
	 	 	 		 	 	 	
	Broadband
	 	 	 		 	 	 	
	 
	 	 	 		 	 	 	
	No
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Yes
	 	 	[* * * *]	%	 	 	[* * * *]	%
	Total
	 	 	100.0	%	 	 	100.0	%






 









 





AMENDMENT NUMBER 1 TO

LICENSING AND SERVICES AGREEMENT




     This
Amendment Number 1 to the Licensing and Services Agreement (this “Amendment”), is
made as of April 12, 2004 (the “Effective Date”), by and between Citadel Investment Group, L.L.C.,
a Delaware limited liability company having its principal offices at 131 South Dearborn Street,
37th Floor, Chicago, Illinois 60603, U.S.A. (“Citadel”), and comScore Networks, Inc., a Delaware
corporation having its principal offices at 11465 Sunset Hills Road, Suite 200, Reston, Virginia
20190 U.S.A. (“comScore”).



BACKGROUND




     A. Citadel and comScore entered into a Licensing and Services Agreement dated as of August 1, 2003
(the “Agreement”); and



     B. Citadel and comScore now wish to amend and supplement the Agreement.



AGREEMENTS




     NOW, THEREFORE, the parties, intending to be legally bound, agree as follows (capitalized
terms herein not otherwise defined being used as defined in the Agreement):




	1.	 	Grandfathered Agreements. The Section 2.4.1.4 of the Agreement is deleted in its
entirety and replaced with the following language:










[* * * *]
comScore reserves the right to provide [* * * *] with access to or use of the Licensed Materials and receive reasonable
analytical and sales support from comScore on a Real Time basis solely for the
purposes of performing research, development, analytical and reselling services for
comScore to [* * * *] and/or comScore’s clients,
provided that [* * * *] only releases its analyses, products or services
(excluding the comScore Macro Report,
which shall be released as set forth in
Section 3.3.2.2 either: (i) five (5) days
after Citadel has received access to the relevant
comScore Signals; or (ii) seven (7) days after the date that the relevant comScore
Data was first made available to Citadel. comScore has advised Citadel that: (i)
comScore’s agreement with [* * * *] regarding the Licensed Materials expires on
March 1, 2006; (ii) comScore has no obligation to renew or extend such agreement,
and [* * * *] has no right to renew or extend such agreement, (iii) no other
agreements with [* * * *] exist, (iv) comScore shall not renew or extend such
agreement, (v) following March 1, 2005, [* * * *] will have no right to resell
comScore Data to new clients, (vi) on or before September 1, 2004, comScore will
remind [* * * *] of these expiration dates and other restrictions by written notice,
(vi) following such expiration date [* * * *] will have no right to access, use,
resell or deliver, and will not access, use, resell or deliver, the Licensed
Materials for any purpose, whether or not outside the Field of Use and whether or
not on a Real Time Basis, (vii) without limiting the generality of Section 2.1.1,
following such expiration date, comScore will not make the Licensed Materials or
any reports, data or information derived from such Licensed Materials to any
subscribers of any reports, data or information previously provided, serviced or
sold by [* * * *].







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	2.	 	comScore Personnel – Services Commitment. comScore hereby grants Citadel an
additional two thousand (2,000) hours of comScore personnel time to perform services requested
by Citadel (the “Supplemental Services Commitment”). Such hours shall expire in April 2007
and shall not be included in any calculation of the carry-forward of Services Commitment hours
as specified in Section 3.4. Unless specified by Citadel in writing, Services performed under
the Agreement shall first be applied to the existing balance of Services Commitment hours and
then to the balance of Supplemental Services Commitment hours. The hours available under the
Supplemental Services Commitment may be used by Citadel in the same manner as the hours
available under the Services Commitment.
	 
	3.	 	comScore Personnel – Key Personnel. The parties shall designate at least one (1)
comScore employee (the “Key Personnel”) to perform Services for Citadel at Citadel’s offices,
Monday through Friday, eight (8) hours per day, subject to Citadel’s holiday schedule,
unforeseen personal events requiring that such Key Personnel take leave (e.g., illness, jury
duty, etc.), Key Personnel’s personal vacations, Key Personnel’s attendance at periodic
employee and team meetings reasonably required by comScore (e.g., seminar on benefits, meeting
on state of the company, etc.) and Key Personnel’s attendance at comScore-sponsored training
or professional development opportunities as reasonably required by comScore. Prior to his/her
assignment as Key Personnel, the comScore employee selected for such assignment must agree to
accept such assignment for a twelve (12) month period without the ability to request a
transfer within comScore. Commencing on April 20, 2004, the
initial Key Personnel is [* * * *],
who has agreed to accept his assignment through April 20, 2005. The first date on which a comScore
employee serves as Key Personnel shall be referred to as the “Key Personnel Start Date.” The
last date on which a comScore employee serves as Key Personnel shall be referred to as the
“Key Personnel End Date.” The twelve-month period during which the Key Personnel serves as
Key Personnel shall be referred to as the “Key Personnel Term”. Except as set forth herein,
during the Term, comScore shall not: (i) replace or reassign the Key Personnel, except if
such Key Personnel is incapacitated or resigns; or (ii) terminate the employment of any of
comScore’s Key Personnel, except with regard to termination for “good cause” (which term, as
used in this Agreement, shall mean cause for termination as determined in accordance with
comScore’s employment policies, consistently applied). No less than ninety (90) days prior to
the then-current Key Personnel End Date, comScore shall notify Citadel either (a) of its
intent to extend the then-current Key Personnel Term by an additional twelve (12) month period
commencing on the anniversary of the then-current Key Personnel Start Date, or (b) replace the
existing Key Personnel with a new Key Personnel, such replacement to be effective on a date
specified by comScore, which date shall be no less than ninety (90) days after Citadel’s
receipt of such notice (except to the extent that such period is made impossible, due to
unforeseeable circumstances beyond Vendor’s reasonable control). Thirty (30) days following
such notice (except to the extent that such period is made impossible, due to unforeseeable
circumstances beyond Vendor’s reasonable control), comScore shall designate the replacement
Key Personnel that is at least as well qualified to perform such functions and
responsibilities as the person being replaced, such replacement to be subject to the consent
of Citadel, such consent not to be unreasonably withheld. In making any such replacement,
comScore shall ensure that there is at least a sixty (60) day period of overlap during which
the person being replaced transfers appropriate knowledge and provides appropriate training to
the new holder of the position (except to the extent that such period is made impossible, due
to unforeseeable circumstances beyond Vendor’s reasonable control). For each new Key
Personnel and to cover the overlap period, Citadel shall receive two hundred (200) hours of
Services from such new Key Personnel at no additional cost to mitigate the costs of
transitioning to such new Key Personnel.






	4.	 	Miscellaneous





     4.1 Effect of Amendment. As amended and supplemented hereby, the
Agreement shall continue in full force and effect in accordance with its terms. In
the event of any conflict between the terms and conditions of this Amendment and the
Agreement, this Amendment shall control to the extent of such conflict.



     4.2 Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute one
and the same document.



     4.3 Governing Law. This Amendment shall be governed by the internal
substantive laws of the State of Illinois.



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     4.4
Notices. All notices, requests, demands, claims, and other
communications hereunder shall be given in the manner and with the effect provided in
the Agreement.



     IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Licensing and
Services Agreement to be duly executed. Each party warrants and represents that its respective
signatories whose signatures appear below have been and are on the date of signature duly
authorized to execute this Amendment.





	 	 	 	 	 	 	 	 	 	 	 
	CITADEL INVESTMENT GROUP, L.L.C.	 	 	 	COMSCORE NETWORKS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Adam Cooper 	 	 	 	By:	 	/s/ Sheri Huston 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:
	 	Adam Cooper 	 	 	 	Name:	 	Sheri Huston 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:
	 	General Counsel 	 	 	 	Title:	 	Chief Financial Officer 	 	 
	 
	 	 	 	 	 	 	 	 	 	 






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AMENDMENT NUMBER 2 TO

LICENSING AND SERVICES AGREEMENT




     This Amendment Number 2 to
the Licensing and Services Agreement, as amended (this
“Amendment”), is made as of January 14, 2005 (the “Amendment Effective Date”), by and between
Citadel Investment Group, L.L.C., a Delaware limited liability company having its principal offices
at 131 South Dearborn Street, 37th Floor, Chicago, Illinois 60603, U.S.A. (“Citadel”), and comScore
Networks, Inc., a Delaware corporation having its principal offices at 11465 Sunset Hills Road,
Suite 200, Reston, Virginia 20190 U.S.A. (“comScore”).



BACKGROUND




     A. Citadel
and comScore entered into a Licensing and Services Agreement dated as of August 1, 2003, as
amended (the “Agreement”);



     B. Citadel
and comScore now wish to further amend the Agreement.



AGREEMENTS




     NOW, THEREFORE,
the parties, intending to be legally bound, agree as follows (capitalized
terms herein not otherwise defined being used as defined in the Agreement):




	1.	 	Grandfathered Agreements. The following provisions shall be added to the end of
Section 2.4.1.4 of the Agreement:






Notwithstanding
anything to the contrary under this Section 2.4.1.4, as of the
Amendment Effective Date, comScore may allow [****] to access and use the
comScore transaction data and the comScore Visitor Data pursuant to and in
accordance with Section 2.4.2.1 of the Agreement.




	2.	 	Miscellaneous





     2.1 Effect
of Amendment. As amended and supplemented hereby, the
Agreement shall continue in full force and effect in accordance with its terms. In
the event of any conflict between the terms and conditions of this Amendment and the
Agreement, this Amendment shall control to the extent of such conflict.



     2.2
Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute one
and the same document.



     2.3
Governing Law. This Amendment shall be governed by the internal
substantive laws of the State of Illinois.



     2.4
Notices. All notices, requests, demands, claims, and other
communications hereunder shall be given in the manner and with the effect provided in
the Agreement.



     IN WITNESS
WHEREOF, the parties hereto have caused this Amendment Number 2 to the Licensing
and Services Agreement to be duly executed. Each party warrants and represents that its respective
signatories whose signatures appear below have been and are on the date of signature duly
authorized to execute this Amendment.



	 	 	 	 	 	 	 	 	 	 	 
	CITADEL INVESTMENT GROUP, L.L.C.	 	 	 	COMSCORE NETWORKS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ David Hirschfeld 	 	 	 	By:	 	/s/ Christiana Lin 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:
	 	David Hirschfeld 	 	 	 	Name:	 	Christiana L. Lin 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:
	 	Managing Director 	 	 	 	Title:	 	Corporate Counsel 	 	 
	 
	 	 	 	 	 	 	 	 	 	 







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