Exhibit 10.4


 


EXECUTION COPY


 


UPDATE
AGREEMENT


 


THIS UPDATE AGREEMENT (the “Agreement”) is entered into as
of October 2, 2007 (the “Effective Date”) by and between HowStuffWorks, Inc., with its principal office located at
3350 Peachtree Road, Suite 1500, Atlanta, Georgia 30326 (“HSW”), and HSW International, Inc., with its principal office located
at 3350 Peachtree Road, Suite 1150, Atlanta, Georgia 30326 (“Company”) (HSW and Company are
collectively referred to herein as the “Parties” and individually a “Party”).


 


WHEREAS, HSW is engaged in the publication and
distribution of certain reference information in digital form via the website
www.howstuffworks.com (the “Site”); and


 


WHEREAS, HSW and Company have entered into one or
more Contribution Agreements pursuant to which HSW agreed to license the
Purchased Updates to Company (collectively, the “Contribution Agreements”)
for digital distribution in the Territory.


 


NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereto
hereby agree as follows:


 


1.                                      DEFINITIONS


 


Capitalized terms used but
not defined herein shall have the meanings ascribed to such terms in the
Contribution Agreements. For purposes of this Agreement, the following terms shall
have the meanings ascribed to them below:


 


“Additional Updates”
shall have the meaning set forth in Section 4.1.2.


 


“Agreement” shall
have the meaning set forth above in the preamble.


 


“Company” shall have
the meaning set forth above in the preamble.


 


“Contributed Updates”
means the right to render Chinese or Portuguese, as applicable, translations
of, the right to publish and otherwise use any and all actual renderings in the
Chinese language (including both Simplified and Traditional) or Portuguese language,
as applicable, and all such actual renderings, of any and all of the Purchased
Updates (and further providing that Contributed Updates shall include, with
respect to limited excerpts thereof that are either not translatable into
Chinese or Portuguese, as applicable, or for which the common, universal
understanding of the term is in English, the right to render and include as
part of the Chinese or Portuguese, as applicable, language rights such limited
excerpts of the Purchased Updates in the English language) solely in digital
and/or electronic medium.


 


“Contribution Agreements”
shall have the meaning set forth above in the recitals.


 


“Effective Date”
shall have the meaning set forth above in the preamble.


 


“HSW” shall have the
meaning set forth above in the preamble.


 


“Licensed Content Updates”
means any and all modifications made to the Licensed Content by or on behalf of
HSW and any new content owned by HSW and added to the Site after the Effective
Date of the Contribution Agreements.


 


“Party” and “Parties”
shall have the meaning set forth above in the preamble.


 

















 


“Proprietary Notices”
shall have the meaning set forth in Section 3.5.


 


“Purchased Updates”
means any and all Updates which Company elects to purchase hereunder from HSW.


 


“Site” shall have the
meaning set forth above in the recitals.


 


“Sublicensed Content
Updates” means any and all modifications made to the Sublicensed Content by
or on behalf of HSW or any Third Party Licensor after the Effective Date of the
Contribution Agreements, and any content licensed by HSW and added to the Site
after the Effective Date of the Contribution Agreements and which HSW have the
right to make available to Company hereunder.


 


“Third Party Content”
shall have the meaning set forth in Section 2.4.


 


“Third Party Licenses”
means, collectively, the licenses from third parties granting HSW the right to
use the Sublicensed Content Updates. A “Third Party License” means an
individual reference to each of the Third Party Licenses.


 


“Third Party Licensors”
means the licensors under the Third Party Licenses.


 


“Update Fee” shall
have the meaning set forth in Section 5.1.


 


“Updates” means
collectively the Licensed Content Updates and Sublicensed Content Updates.


 


2.                                      LICENSE GRANT


 


2.1                                 Contributed Updates.   HSW
hereby contributes the Contributed Updates to Company by granting to Company a
perpetual, fully paid up, royalty-free, sublicensable, exclusive (even as to
HSW) license in the Territory to the Contributed Updates. For the avoidance of
doubt, the foregoing license includes, but is not limited to, the right to
display, publish, transmit, copy, publicly perform, distribute and
modify/create derivative works of the Contributed Updates in the digital and/or
electronic medium in the Territory.


 


2.2                                 Purchased Updates.   Subject
to the terms and conditions of this Agreement, HSW hereby grants to Company a
limited, perpetual, fully paid up, royalty-free, non-sublicensable,
non-transferable (except as set forth in Section 10.1), exclusive (even
as to HSW) license in the Territory to: (i) use the Purchased Updates solely
for purposes of translating it into the Chinese or Portuguese, as applicable,
language for the purposes thereby of creating Contributed Updates; and (ii) use
limited excerpts of the Licensed Content Updates translated into the Chinese or
Portuguese, as applicable, language in print format with limited distribution
to businesses solely for purposes of marketing, business development,
financings and other similar legitimate business purposes, provided that any such
limited print excerpts are not distributed publicly. With respect to the
foregoing grant in (ii), Company shall provide copies of relevant portions of
such printed materials to HSW, for HSW’s prior written approval which shall not
be unreasonably withheld and provided further that in the event that HSW does
not notify Company of its disapproval within ten (10) business days after
receipt thereof from Company, then HSW shall be deemed to have approved such
materials. Company’s inadvertent failure to submit any such materials to HSW
for approval hereunder shall not be deemed to be a material breach under this
Agreement.


 


2.3                                 Limitation with Respect to Contribution of
Sublicensed Content Updates.
  The license granted in Section 2.1
above with respect to the Chinese or Portuguese, as applicable, language
digital publishing rights in the Territory to Sublicensed Content Updates
purchased by Company hereunder, is


 


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limited by and subject to
the terms, conditions and restrictions set forth in the applicable Third Party
Licenses, and Company agrees to comply with all applicable terms, conditions
and restrictions set forth or imposed on it under or pursuant to its sublicense
of rights under each such Third Party License, which are provided to Company in
writing.


 


2.4                                 Third Party Content.   The
Purchased Updates may contain text, images, designs, graphics, artwork, links
and other content owned by and/or proprietary to third parties, including,
without limitation, Sublicensed Content Updates under the Third Party Licenses
(“Third Party Content”). With respect to all Third Party Content, the
representations and warranties made by HSW under Section 6.1 below and
HSW’s indemnification obligations as set forth in Section 7.1, shall be
limited in accordance with the rights that HSW has from the Third Party Content
providers. Company agrees to be bound by the terms and restrictions applicable
to and/or governing any Third Party Content, as communicated in writing by HSW to
Company.


 


2.5                                 Use of Subcontractors.   Company may use subcontractors to exercise any
of the rights granted to it in Section 2.2, provided that (i) each
subcontractor agrees in writing to protect HSW’s and Third Party Licensors’
proprietary rights in the Purchased Updates in a manner and to an extent
consistent with Section 2.3 and Article 3 of this Agreement; and
(ii) Company remains solely liable to HSW for the acts and omissions of any
subcontractor.


 


3.                                      PROPRIETARY RIGHTS


 


3.1                                 Licensed Content Updates Ownership.   HSW
shall be the sole and exclusive owner throughout the world of, and retain all
right, title and interest in and to, the Licensed Content Updates and all
Intellectual Property Rights therein and thereto, provided, however, that
Company shall hold in perpetuity the rights granted to it under Section 2.1,
including the right to transfer and assign such rights as provided in Section
10.1.


 


3.2                                 Sublicensed Content Updates Ownership.   Third
Party Licensors shall be the sole and exclusive owners throughout the world of,
and retain all right, title and interest in and to, the Sublicensed Content
Updates and all Intellectual Property Rights therein and thereto, provided,
however, that subject to Company’s performance of its obligations as a sublicensee
under the Third Party Licenses, Company shall hold the rights to which it is
entitled pursuant to Section 2.3.


 


3.3                                 Contributed Updates Ownership.   Company
shall be the sole and exclusive owner throughout the world of, and retain all
right, title and interest in and to, the Contributed Updates and all
Intellectual Property Rights therein and thereto, subject to HSW’s (and its
Third Party Licensors’) rights in the underlying Licensed Content Updates and
Sublicensed Content Updates.


 


3.4                                 Reserved Rights in the Updates.   All
rights in and to the Updates and Purchased Updates not expressly granted herein
to Company are reserved by HSW and the Third Party Licensors. Company shall
neither acquire nor claim any right, title or interest in or to the Updates or
Purchased Updates, except its rights in the Contributed Updates as defined in
this Agreement. Company shall not, directly or indirectly, challenge HSW’s
retained rights hereunder or take any other action which Company reasonably
knows will impair or diminish HSW’s rights in the Updates and the Purchased
Updates.


 


3.5                                 Proprietary Notices.   The
Purchased Updates shall bear appropriate copyright and/or credit notices as
designated in writing by HSW (the “Proprietary Notices”) or as
designated in writing by Third Party Content providers. The Proprietary Notices
shall not be removed or obscured, and shall be reproduced on all copies of the
Purchased Updates.


 


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3.6                                 Removal of Purchased Updates.   Company
acknowledges and agrees that HSW may, with respect to any Purchased Updates, or
a portion thereof, request Company to remove or cease using and/or distributing
the translated version thereof in the event that HSW reasonably believes that
such Content may be in violation of law or the proprietary or contractual
rights of a third party, and Company will cooperate with HSW in that regard. In
the event that Company is required to discontinue use of a Purchased Update (or
translated version thereof), the parties shall work together in good faith to
agree on an appropriate credit that Company may use in respect of Update Fees
paid for future Purchased Updates.


 


4.                                      PARTIES’ OBLIGATIONS


 


4.1                                 Obligations of HSW.


 


4.1.1                        On a quarterly
basis throughout the term of this Agreement, HSW will make Updates available to
Company for purchase by giving Company written notice describing the Updates
and specifying the Update Fee (as defined in Section 5.1 below). HSW
will make the Purchased Updates available to Company in the English language in
a digital format. HSW shall not, directly or indirectly, amend or otherwise
modify any existing agreements relating to Purchased Updates or enter into any
new agreements relating to Purchased Updates, to the extent that such
amendment, modification or new agreement would adversely affect Company’s
rights hereunder. HSW shall, at Company’s reasonable request and cost, use
commercially reasonable efforts to assist Company in any claims or actions
brought by Company against third parties pursuant to Section 4.2.


 


4.1.2                        If HSW
acquires, directly or indirectly, whether by purchase, transfer, assignment or
license, any rights in any text, images, designs, graphics, artwork or other
content for the Site (the “Additional Updates”), HSW shall use
commercially reasonable efforts to obtain, as a part of such acquisition,
digital publishing rights for Company (in accordance with the terms and
conditions of this Agreement) in respect of such Additional Updates for use in
the Territory.


 


4.2                                 Obligations of Company.   Company
shall notify HSW of its election to purchase Updates within ninety (90) days
after HSW makes such Updates available to Company. Company shall be responsible
for (i) translating the Purchased Updates into the Chinese language, and (ii)
ensuring that all uses of the Contributed Updates are at all times in
compliance with all applicable laws, rules, regulations and ordinances. Company
shall be solely responsible for, at its sole discretion, instituting and
pursuing any and all claims and actions against third parties in respect of
infringement of the Contributed Updates by such third party or unfair
competition by such third party with respect to the Contributed Updates, in
each case within the Territory.


 


5.                                      CONSIDERATION


 


5.1                                 Fees.   In consideration of the
Updates provide by HSW hereunder and the rights granted to Company in
connection therewith, Company shall pay HSW a fee equal to (i) one (1%) percent
per Territory of HSW’s fully allocated costs directly attributable to producing
the Purchased Updates (which, for the avoidance of doubt, does not include
general or administrative overhead); and (ii) HSW’s actual cost in transferring
the Purchased Updates to Company; plus (iii) five (5%) percent of (i) and (ii)
(collectively, (i), (ii) and (iii) are referred to as the “Update Fee”).
HSW shall provide a reasonably detailed invoice on a quarterly basis specifying
the Purchased Updates and the associated Update Fee. Company shall pay all such
invoices, in U.S. dollars to HSW within thirty (30) days of Company’s receipt
of the invoice.


 


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5.2                                 Right to Audit.   For
a period of six (6) months after Company receives an invoice from HSW, Company
shall be provided, upon advance written notice, reasonable access to and the
right to audit, at Company’s cost and expense, by a mutually acceptable
nationally recognized accounting firm (provided that such firm has not
previously provided services to either Party and provided further that such
firm enter into a confidentiality agreement) all of HSW’s books and records
that pertain to the Update Fee. Any overpayments or underpayments shall be
credited or charged, as applicable, to Company in the next invoice from HSW to
Company. If the audit identifies that the Company was overcharged by more than
ten percent (10%) in respect of the audited invoices, HSW shall bear the costs
and expense of such audit.


 


5.3                                 Taxes.   The fees and expenses shall
not include any applicable foreign, federal, state or local sales, use, excise,
value added, customs fees or other taxes, duties, surcharges or assessments,
and HSW shall provide Company written notification of such taxes and Company
shall be responsible for the payment of all such taxes. Notwithstanding
anything to the contrary in this section, HSW shall be solely responsible for
all taxes based on its income.


 


5.4                                 Late Payments.   Any
amount not paid when due hereunder shall be subject to an interest charge at
the lesser of 1.5% per month or the maximum rate permitted by law.


 


6.                                      WARRANTIES


 


6.1                                 By HSW.   HSW represents and warrants
to Company that (i) it has the full power and authority to enter into this
Agreement; (ii) it has all rights necessary rights to transfer the Contributed
Updates and grant the licenses set forth herein; and (iii) Company’s use of the
Purchased Updates as authorized herein does not and will not infringe or
misappropriate any third party Intellectual Property Rights.


 


6.2                                 By Company.   Company represents and
warrants to HSW that (i) it has the full power and authority to enter into this
Agreement; (ii) it has all rights necessary to fulfill its obligations
hereunder; (iii) it will not use the Purchased Updates or any portion thereof
in violation of any applicable law, rule, statute, regulation, or ordinance; (iv)
it will not use or modify the Purchased Updates or any portion thereof in any
way that infringes or misappropriates any third party Intellectual Property
Rights, provided, however that the foregoing warranty shall not (a) limit HSW’s
warranty under Section 6.1(iii), (b) apply with respect to modified
Purchased Updates provided by HSW to Company under the Services Agreement, and
(c) apply with respect to modifications to the Purchased Updates made by or at
HSW’s explicit written request, with the exception of any translations to such
modified Purchased Updates or any derivative works to such modified Purchased
Updates made by or on behalf of Company; and (v) it will ensure that the
Contributed Updates are at all times in compliance with all applicable laws,
rules, statutes, regulations and ordinances.


 


6.3                                 Disclaimer.   Except for the express warranties and
representations set forth in this Agreement, neither Party makes any
warranties, whether express, implied or otherwise. Each Party expressly
disclaims all other warranties and representations, whether express, implied or
statutory, including, without limitation, the implied warranties of
merchantability, fitness for a particular purpose, non-infringement and
accuracy.


 


7.                                      INDEMNITY


 


7.1                                 By HSW.   HSW hereby agrees to defend,
indemnify and hold harmless Company, its officers, directors, employees and
agents against any and all claims, demands, causes of action, judgments,
damages, penalties, losses, liabilities, costs and expenses (including
reasonable attorney fees’


 


5

















 


and court costs) arising out
of or resulting from (i) HSW’s breach of any representation or warranty under
this Agreement; or (ii) third party claims that Company’s use of the Purchased
Updates, or any portion thereof, as authorized herein infringes or
misappropriates any third party Intellectual Property Rights. For the avoidance
of doubt, the Parties acknowledge and agree that any amounts paid by Company in
indemnifying a sublicensee for any claims, demands or causes of actions arising
out of or resulting from HSW’s breach of any representation or warranty under
this Agreement shall be deemed losses for which Company is entitled to
indemnification hereunder. Company agrees to provide HSW with prompt written
notice of any third party claim subject to indemnification, allow HSW to have
sole control of the defense of such claim and any resulting disposition or
settlement of such claim; provided, however, that Company may participate in
the defense of a claim at its own expense. Notwithstanding the foregoing, any
delay by Company in providing notice as required hereunder shall not relieve
HSW of its indemnification obligations except and only to the extent that HSW
was prejudiced by such delay.


 


7.2                                 HSW Rights.   If HSW determines that the
Purchased Updates or any portion thereof, becomes, or is likely to become, the
subject of an infringement claim or action, HSW may at its sole option:  (i) procure, at no cost to Company the right
to continue using such Purchased Updates, or portion thereof, as applicable;
(ii) replace or modify the Purchased Updates, or portion thereof, as applicable
to render it non-infringing; or (iii) if, in HSW’s reasonable opinion, neither
(i) nor (ii) above are commercially feasible, HSW may remove such Purchased
Updates from the scope of this Agreement.


 


7.3                                 Exceptions.   HSW will have no liability
under Section 7.1 for any claim or action where:  (i) such claim or action would have been
avoided but for modifications (other than Chinese translation) of the Purchased
Updates, or any portion thereof, made by Company or a third party on Company’s
behalf; (ii) such claim or action would have been avoided but for Company’s or
a third party on Company’s behalf combining or using the Purchased Updates, or
any portion thereof, with other content or materials; (iii) such claim or
action would have been avoided but for Company’s failure to implement the
infringement remedy of removal as requested, if at all, by HSW under Section
3.6 or Section 7.2; or (iv) Company’s use of the Purchased Updates,
or any portion thereof, is not in compliance with the terms of this Agreement
and such claim would have been avoided but for such non-compliance.


 


7.4                                 By Company.   Company hereby agrees to
defend, indemnify and hold harmless HSW, its licensors, and its and their
officers, directors, employees and agents against any and all claims, demands,
causes of action, damages, judgments, penalties, losses, liabilities, costs and
expenses  (including reasonable attorneys’
fees and court costs) arising out of or resulting from (i) Company’s breach of
any representation or warranty under this Agreement; (ii) Company’s use of the
Purchased Updates in a manner in breach of the terms and conditions of this
Agreement; or (iii) third party claims that the Contributed Content, or any
portion thereof, infringes or misappropriates any third party Intellectual
Property Rights. HSW agrees to provide Company with prompt written notice of
any third party claim subject to indemnification, allow Company to have sole
control of the defense of such claim and any resulting disposition or
settlement of such claim; provided, however, that HSW may participate in the
defense of a claim at its own expense. Notwithstanding the foregoing, any delay
by HSW in providing notice as required hereunder shall not relieve Company of
its indemnification obligations except and only to the extent that Company was
prejudiced by such delay.


 


8.                                      LIMITATION OF LIABILITY


 


Except for (i) the Parties’
respective indemnification obligations set forth in this Agreement; and (ii)
damages arising out of either Party’s gross negligence or willful misconduct,
neither Party shall be liable to the other under any legal theory or cause of
action for any special, incidental, consequential or other indirect damages,
including, without limitation, damages for lost profits, even if the Party has
been advised of the possibility of such damages.


 


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9.                                      TERMINATION


 


9.1                                 Termination by HSW.   HSW
may suspend its obligation to provide Updates to Company for purchase in the
event that Company fails to pay any Update Fee when due and such failure
continues un-remedied for ninety (90) days after receipt of written notice
thereof from HSW. Additionally, HSW may terminate the licenses granted in Section
2.2 and all rights granted to Company thereunder upon written notice to
Company if: (i) Company files a petition for bankruptcy or is adjudicated
bankrupt; (ii) a petition in bankruptcy is filed against Company and such
petition is not dismissed within ninety (90) calendar days; (iii) Company
becomes insolvent or makes an assignment for the benefit of its creditors or an
arrangement for its creditors pursuant to any bankruptcy law; (iv) Company
discontinues the business that is covered by this Agreement; (v) a receiver is
appointed for Company or its business; or (vi) Company is in material breach of
any of the terms or conditions set forth herein, which breach remains uncured
thirty (30) days after written notice thereof from HSW; provided, however,
that (i) such material breach was not caused by any action or inaction of HSW,
and (ii) HSW did not prevent or limit Company’s attempts to cure such breach. Notwithstanding
the foregoing, unless such extension period would create a risk of a breach by
HSW under any Third Party License, if Company is using commercially reasonable
efforts to cure a material breach but is unable to do so within thirty (30)
days, then the cure period will be extended for an additional sixty (60) days
so long as Company continues to use commercially reasonable efforts to cure the
breach.


 


9.2                                 Effect of Termination.   Upon
any termination of the licenses granted in Section 2.2, (i) all rights
granted to Company thereunder shall automatically and immediately terminate,
(ii) Company shall cease all use of the Purchased Updates; and (iii) Company
shall return or destroy all copies of the Purchased Updates in its possession
or control, regardless of the form or media. Subject to Section 2.3, any
termination of the licenses set forth in Section 2.2 shall not affect
Company’s rights under Section 2.1 in respect of the Contributed Updates.
Any termination of the licenses granted in Section 2.2 shall not (a)
waive or otherwise adversely effect any other rights or remedies the
terminating Party may have at law or in equity, or (b) affect any terms and
conditions which by their nature should survive termination, including Client’s
obligations to pay all accrued but unpaid Update Fees.


 


10.                               MISCELLANEOUS


 


10.1                           Assignment.   Company shall have the right
to assign its license rights under Section 2.1 with respect to the
Contributed Updates (except as limited and restricted by Section 2.3). Except
as otherwise expressly set forth herein, Company shall not assign the licenses
granted in Section 2.2, including any of its rights or obligations in
connection therewith, in whole or in part, by operation or law or otherwise,
without the prior written consent of HSW. Company agrees that any sublicenses
or assignments of its rights hereunder granted by Company will be subject to
the terms and conditions set forth herein.


 


10.2                           Injunctive Relief.   Company acknowledges that Company’s material
breach of Articles 2, 3 or 6 would result in irreparable
injury to HSW, and therefore in the event of an actual or threatened breach,
HSW shall be entitled, in addition to all other available remedies, to seek an
injunction or other equitable relief.


 


10.3                           Notices.   All notices, consents and
other communications hereunder must be in writing and delivered to the other
Party at the address set below by personal delivery, certified mail (postage
pre-paid), overnight delivery service or by facsimile with verified receipt of
transmission, and shall be effective upon receipt (or when delivery is refused).
Each Party may change its address for receipt of notice by giving notice of the
new address to the other Party.


 


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If to HSW:                                     HowStuffWorks, Inc.

One Capital City Plaza

3350 Peachtree Road, Suite 1500

Atlanta, Georgia 30326

Phone:  404-760-4729

Fax:  404-760-3458

Attention:  Legal Department


 


If to Company:               HSW International, Inc.

3350 Peachtree Road, Suite 1150

Atlanta, Georgia 30326
 Phone: 

Fax: 

Attention: Chief Executive Officer


 


10.4                           Waiver.   Neither Party shall be
deemed, by any act or omission, to have waived any of its rights or remedies
hereunder unless such waiver is in writing and signed by the waiving Party, and
then only to the extent specifically set forth in such writing. A waiver with
reference to one event shall not be construed as continuing or as a bar to or
waiver of any right or remedy as to a subsequent event.


 


10.5                           Severability.   If,
at any time, any provision hereof is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions hereof nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction shall in any way be affected or impaired thereby. The
invalid provision shall be replaced by a valid one that achieves to the extent
possible the original purpose and commercial goal of the invalid provision.


 


10.6                           Governing Law; Jurisdiction.   This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, excluding its choice of laws provisions. The Parties agree
that the exclusive venue and jurisdiction for any actions or disputes arising
from this Agreement shall be a federal or state court in New York.


 


10.7                           Survival.   Any terms and conditions that
by their nature should survive termination of this Agreement shall be deemed to
survive. Such terms and conditions include, but are not limited to, Sections
2.1 and 9.2 and Articles 3, 6, 7, 8 and 10.


 


10.8                           Relationship of the Parties.   Nothing
in this Agreement shall establish any relationship of partnership, joint
venture, employment, franchise, or agency between the Parties. Nothing in this
Agreement shall give either Party the power to bind the other Party or incur
obligations on the other Party’s behalf without the other Party’s prior written
consent.


 


10.9                           Headings.   Headings are used for
purposes of reference only and shall not affect the interpretation of this
Agreement.


 


10.10                     Construction.   This
Agreement shall be construed and interpreted fairly, in accordance with the
plain meaning of its terms, and there shall be no presumption or inference
against the Party drafting this Agreement in construing or interpreting the
provisions hereof.


 


10.11                     Counterparts.   This
Agreement may be executed in counterparts all of which taken together shall
constitute one single agreement between the Parties.


 


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10.12                     Bankruptcy Law.   The
Parties intend that the licenses of Intellectual Property herein are licenses
to “intellectual property” as defined in the Section 101 of the U.S. Bankruptcy
Code, 11 U.S.C. § 101(35A) and is subject in all respects to each party’s
rights under Section 365(n) of the Bankruptcy Code, 11 U.S.C. § 365(n).


 


10.13                     Entire Agreement.   This
Agreement and the Schedules attached hereto constitute the entire agreement
between the Parties relating to the subject matter hereof and supersede all
prior communications, whether written or oral. The Schedules are incorporated
into this Agreement by this reference and are hereby made part of this
Agreement. This Agreement may be amended only in a written document signed by
both Parties.


 


[Signatures on following page]


 


9

















 


[Signature
page to Update Agreement]


 


IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the Effective Date.


 


	
  HSW:

  	
  Company:

  
	
   

  
	
  HowStuffWorks, Inc.

  	
  HSW International, Inc.

  
	
   

  
	
  By:

  	
      /s/ Jeffrey Arnold

  	
   

  	
  By:

  	
     /s/ Bradley Zimmer

  	
   

  
	
   

  	
   

  
	
  Name:

  	
    Jeffrey Arnold

  	
   

  	
  Name:

  	
    Bradley Zimmer

  	
   

  
	
   

  	
   

  
	
  Title:

  	
    Chief Executive Officer

  	
   

  	
  Title:

  	
      Secretary

  	
   

  
											



 


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