In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Ex Input:
CONTENT DISTRIBUTION AND LICENSE AGREEMENT   Deal Terms   Licensed Program/ Film or Video Inevitable Licensed Rights to ConvergTV and ConvergTV Channels and/or Distribution Outlets x All, including but not limited to: xSimultaneous Internet Streaming x OTT Television x Internet Protocol Television x Radio, short wave, microwave, fiber optic x Alternative, secondary and specialty distribution x Stored as VOD, Content Distribution Networks/Company Servers x Full Television Broadcast Rights: x Free: Terrestrial, Cable, Satellite x Pay: Terrestrial, Cable, Satellite x Direct Satellite IP Distribution Systems Licensed Territory x Worldwide ¨ Other: _______________________________________________ License Term Perpetual, unlimited runs x Other: 2 years Commencing: November 15, 2012 Run Dates Within ConvergTV determined parameters. License Consideration Revenue Share as specified in this CONTENT DISTRIBUTION AND LICENSE AGREEMENT. Authorized Language Primary: x All ¨ Other (specify): ________________________________________ May be subtitled or translated by ConvergTV into foreign language(s). Additional Terms Closed Captioned Version, - NTSC, PAL, SEACAM or standards to be developed, provided by ConvergTV. Producer Information Producer: Fulucai Productions Ltd. Name of Contact: James Durward Address: 3632-13 St. SW, Calgary, Alberta, Canada, T2T 3R1 Telephone: 403-689-3901 Email: jimdurward@shaw.ca



1

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013





  This CONTENT DISTRIBUTION AND LICENSE AGREEMENT (the Agreement) is entered into as of November 15, 2012 (the Effective Date) by and between, CONVERGTV, INC., a Delaware Corporation, (ConvergTV), whose principal place of business is located at 3201 Budinger Ave., St. Cloud, FL 34769, P.O. Box 540817, Merritt Island, Florida 32954, and Fulucai Productions Ltd. (the producer, publisher, content owner, authorized distributor, agent, or assignee of the Program rights, licensor, and grantor, any and all referred to herein as the Producer), whose principal place of business is located at 3632- 13 St. SW, Calgary, Alberta, Canada, T2T 3R1. The foregoing entities may be individually referred to as a Party or may be jointly referred to as the Parties.   The Parties agree as follow:   1. Grant of License and Rights.     (a) For the License Term and within the Licensed Territory, Producer hereby grants to ConvergTV a right and license to Distribute the program, file or video listed on the Deal Terms above (the Program) consisting of (check one) ¨ episodes (series) or x one-offs, for unlimited runs for the License Term through ConvergTV channels and/or other distribution outlets, in accordance with the License Rights. The terms License Term, Licensed Rights, and Licensed Territory shall have the meaning specified in the Deal Terms above, which such Deal Terms are part of this Agreement and are hereby incorporated herein by reference. As used in this Agreement and this license, the term Distribute includes, but is not limited to, any and all License Rights specified in the Deal Terms, all rights of distribution, the right to copy and reproduce the Program, the right to create derivative works of the Program for the purpose of creating branding elements and short form promotional materials (Promotional Works), the right to sell copies, the right to import and export the Program and the Promotional Works, the right to display the Program and Promotional Works publicity, the right to transmit the Program and Promotional Works through any transmission or delivery method that exists today, or that is created in the future, to any number of devices or users, including transmission through simultaneous delivery or streaming, and the right to sublicense and/or assign some or all of these rights to others.    (b) Producer further grants to ConvergTV the right and license to Distribute the Program on any ConvergTV channel, and/or other distribution outlets, that exists today or that is created or developed in the future and this right includes the right to Distribute on any channels of a ConvergTV affiliate and/or other distribution outlets without limitation.    (c) Producer further grants to ConvergTV the right and license to Distribute and re-Distribute, including relicensing or sublicensing, the Program at such dates and times as are determined by ConvergTV in its sole discretion.    (d) Producer further grants to ConvergTV the right and license to create (re-edit), at its sole cost and expense, new and different versions of the Program, create foreign language, subtitled or translated versions of the Program as well as to create closed captioned versions of the Program, including NTCS, PAL, SEACAM standards, or other standards, including those yet to be developed.

2

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013





     (e) Producer further grants to ConvergTV the right and license to utilize any and all footage from the Program for promotional and marketing purposes related to the Distribution of the Program and for promotion of channels or other distribution methods.    (f) The grant of rights and license pursuant to this Section 1 shall include, but not be limited to, the right of ConvergTV to Distribute and re-Distribute all or any portions of the Program and Promotional Works, including excerpts therefrom, and any new and different versions of the Program, on simultaneous internet transmission or streaming, internet protocol television and any television networks and stations, and/or other distribution outlets, via domestic or foreign television signals, as well as through CATV and DBS systems, satellite, microwave, fiber optic and/or other modes of Distribution yet to be developed, but which may be utilized by ConvergTV in the future. ConvergTV shall have the right to insert commercials within the Program.   2. Delivery.    (a) The Program shall be delivered to ConvergTV utilizing English as the primary language unless otherwise specified or as indicated in the Deal Terms.    (b) The Program will conform to and be delivered in accordance with Exhibit A.    (c) The Program must be saved as executable files (NOT as playable DVD/Blu-Ray movies).    (d) The Program materials delivered to ConvergTV shall be duplicate copies, and ConvergTV disclaims liability for any damage or loss to any original master delivered by Producer to ConvergTV.   3. Consideration. The Producer agrees and acknowledges that it will receive no upfront compensation for the rights it has granted herein and that ConvergTV has no obligation to Producer to exercise any of its rights under this Agreement. The revenue share for the Program is stated in Exhibit B. The Producer shall have thirty (30) days from the payment date to dispute the amount of any revenue share payout or any such claim or dispute is hereby waived by the Producer.   4. Program Exclusivity For The License Term Within The Licensed Territory . During the License Term (which is identified in the Deal Terms), Producer agrees that ConvergTV has the exclusive right to exercise the rights granted to it under this Agreement with respect to the Program, including those in Section 1, within the Licensed Territory.

3

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013





  5. Producer's Representations and Warranties.   The Producer represents and warrants for the benefit of ConvergTV that:    (a) it: (A) has the right to enter into and perform this Agreement and to grant ConvergTV all the rights and licenses granted by it herein; and (B) either owns the Program or controls the exhibition and distribution rights thereto;    (b) it has or will obtain, at its sole cost and expense, all rights necessary to enter into this Agreement and to permit the exercise by ConvergTV of the rights and licenses herein granted including any and all music synchronization and mechanical rights and licenses as well as any and all performance rights by the artists and/or other material susceptible to performing rights contained in the Program and that such rights that Producer does not have or cannot obtain are within the public domain and are free to exercise by ConvergTV;    (c) neither the Program, nor the production or use of the Program, or any element of the Program hereunder, will: (A) violate any right of privacy or any other right of any person, firm, corporation or other entity; (B) be defamatory; or (C) infringe upon or violate any copyright, trademark, trade name, patent or any proprietary rights of any third parties;    (d) there are no agreements, contracts, commitments or licenses, nor shall Producer enter into any agreements, contracts, commitments or grant any licenses, which would prevent the fulfillment of this Agreement or impair or conflict with the rights granted hereunder;    (e) it has all required releases for the Program and to grant the rights and licenses specified in Section 1, including but not limited to personal appearance, voice, location, sync, mechanical and for any other use requiring authorization of a person, place or thing;    (f) it will not permit its Programs, other than as provided in this Agreement, to be displayed in full length, or nearly full length, on or through any channel, distribution or other platforms or services, or by any other means, including but not limited to the distribution or viewing platforms or services of ConvergTV's competitors;    (g) it has not violated any law, rule, or regulation in connection with the creation or distribution of the Program; and    (h) it shall comply with the Producer Performance Standards set forth in Exhibit C.   6. Insurance. The Producer has no insurance requirement.   7. Indemnification. Producer shall indemnify, defend and hold harmless ConvergTV and its parents, subsidiaries, divisions, officers, directors, employees, attorneys and agents, and their respective successors or assigns, from all costs, expenses and damages arising from any breach or alleged breach of the warranties made by it in this Agreement.   Producer shall further indemnify, defend and hold harmless ConvergTV and its parents, subsidiaries, divisions, officers, directors, employees, attorneys and agents, and their respective successors or assigns, from all costs, expenses and damages arising from any costs, errors, omissions, slander, losses, liability or for any other cause as a direct or indirect result of the Distribution, transmission or publication of the Producer's Program or content.

4

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013





    8. Protection of Copyright.    (a) Producer shall take all reasonable steps to protect all copyrights pertaining to each Program from infringement and will institute such actions and proceedings as may be reasonable to prevent any unauthorized use, reproduction, exhibition or exploitation by third parties of the Program or any part thereof, or the material on which the Program is based which may be in contravention of the rights and license granted to ConvergTV herein.    (b) If the Producer does not fulfill its obligation in Section 8(a) above, ConvergTV shall have the right, but not the obligation, to take such action as ConvergTV deems reasonable under the circumstances. For this purpose, Producer hereby appoints ConvergTV its attorney-in-fact to act in its name to prevent any unauthorized use, reproduction, exhibition, or exploitation of any Program or any part thereof. Any damages awarded or settlement payments made as a result of any action taken by ConvergTV shall belong to ConvergTV.   9. Non-Disclosure. The Producer agrees to not disclose, discuss, transcribe, publish or share: (i) any information contained in this Agreement; or (ii) any non-public, confidential or proprietary information as it relates to ConvergTV with any third party, including but not limited to any individual, person, corporation, company, or distributor, except that Producer may disclose such information or materials, to the extent reasonably necessary, to its attorneys, auditors, consultants, shareholders, and other fiduciaries who are themselves bound by confidentiality obligations with regarding any such disclosed information or materials.   10. Security of Content. For Programs licensed by and/or through ConvergTV and that are resident in the ConvergTV distribution platform, ConvergTV shall provide reasonable protections for the ConvergTV distribution platform to prevent the unauthorized distribution, unauthorized licensing, unauthorized sub-licensing, piracy, theft of content and/or unauthorized monetization of the Programs from the ConvergTV distribution platform.   11. Monetization of Content. The Producer agrees and authorizes ConvergTV, its subsidiaries, agents and/or assigns to monetize the Producer's Program and content by traditional ad (commercial) insertion; product placement; branded programming; overlays; interactive advertising; merchandise; utilization of brand value; syndication (theatrical, televised, mobile, OTT, Internet, IPTV); social media television; interactive television; mobile app sales; cable, satellite, OTT, IPTV, mobile subscriber fees; subscription and premium distribution and any and all methods of content monetization that may now or in the future exist, by and on any and all known or future means of content distribution.   12. Force Majeure: If either Party is prevented from performing its obligations hereunder as a result of a force majeure event, then the non- performing Party shall not be liable to the other Party for its failure to perform such obligations. As used in this Agreement, force majeure shall mean any act of God, fire, flood, war, public disaster, other calamity, strike, or labor difficulties, or any governmental determination, action, regulation, or order, or any other occurrence beyond the reasonable control of the non-performing Party, which, despite the non- performing Party's reasonable efforts, prevents the performance of its obligations hereunder. In the case of a force majeure event, ConvergTV will not be responsible for payment of any revenue share.

5

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013







  13. Entire Agreement . This Agreement, which includes the Deal Terms and any and all exhibits, schedules or attachments to this Agreement, contains the entire agreement of the Parties, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the Parties hereto, relating to the subject matter contained in this Agreement that are not fully expressed herein.   14.. Notices. All notices, statements or requests for approvals (Notices) that either Party hereto is required or may desire to give to the other shall be given in writing by addressing the same to the other at the addresses set forth herein, or at such other address as may be designated, in writing, by any such Party in a Notice to the other. Notices shall be made by personal delivery, overnight courier, first class registered mail (postage prepaid and return receipt requested), facsimile or e-mail. A Notice shall be deemed served and received on the date executed on a receipt of acceptance or if by personal delivery, upon physical delivery of the same.   15. Governing Law. All questions with respect to the construction of this Agreement, and the rights and liabilities of the Parties hereto, shall be governed by the laws of the State of Florida. The Parties also agree that the venue for this Agreement shall be in the County of Brevard, Florida. The Parties expressly waive any claim to jurisdiction in any federal or other state forum or venue in any other county or place. In the event of any controversy, claim or dispute between the Parties hereto, including, but not limited to, any action at law or in equity, including any action for declaratory or injunctive relief, arising out of or relating to this Agreement or the breach thereof, the prevailing Party shall be entitled to recover from the losing Party all of his or her actual attorney's fees and costs in bringing, prosecuting, or defending said action.   16. Successors and Assigns. Subject to the restrictions against assignment as herein contained, this Agreement shall be binding upon and inure to the benefit of the Parties, their predecessors, assigns, successors in interest, personal representatives, their past and present attorneys, principals, employees, independent contractors, officers, directors, shareholders, parents, issue, subsidiaries, agents, servants, estates, heirs, administrators, executors, conservators, trustees, legatees, and other affiliated entities of each of the Parties hereto.   17. Modification, Severability & Waiver . This Agreement may not be altered, modified, or changed in any manner except by a writing executed by the Party against whom it is to be enforced. Waiver of the breach of any of the provisions of this Agreement shall not be deemed to be a waiver of any other breach of the same or any other provision of this Agreement. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013





    18. Audit. Each of the Parties may, at its own expense, audit the other Party's compliance with this Agreement, including but not limited to, auditing the other Party's representations and warranties.   19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. All counterparts so executed shall constitute one agreement binding upon all Parties, notwithstanding that all Parties are signatory to the original or the same counterpart. The Parties may execute this Agreement by facsimile and/or electronic means and such signatures shall be treated as original signatures for all purposes.   IN WITNESS WHEREOF the Parties hereto have caused this Agreement as of the Effective Date.

CONVERGTV, INC. by     Name:  Title:   FULUCAI PRODUCTIONS LTD.(PRODUCER) by     Name:  Title:

7

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013







Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013 
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?

Ex Output:
Each of the Parties may, at its own expense, audit the other Party's compliance with this Agreement, including but not limited to, auditing the other Party's representations and warranties.


Ex Input:
EXHIBIT 10.27

                                                          MediaLinx File No. 952

                         CO-BRANDING CONTENT AGREEMENT                          -----------------------------

THIS AGREEMENT made as of the 30th day of June 1999

BETWEEN:

          MEDIALINX INTERACTIVE, L.P.,           represented herein by its general partner           MediaLinx Interactive Inc.           a corporation incorporated under the laws           of the Province of Ontario           20 Richmond Street East           Suite 600           Toronto, Ontario           M5C 3B5

          (hereinafter called MLX, or Party)

               - and -

          HEALTHCENTRAL.COM INC.           a corporation incorporated under the           laws of the state of California           Marketplace Tower           6001 Shellmound Street, Suite 800           Emeryville, CA. 94608

          (hereinafter called HCI or Party)

          (both MLX and HCI to be collectively referred to as the Parties)

WHEREAS MLX owns, hosts, licenses, publishes and maintains an Internet service in Canada that includes, but is not limited to the Sympatico web site which includes inter alia, the HealthyWay web site on the World Wide Web (the MLX Internet Services);

AND WHEREAS HCI owns, hosts, licenses, publishes and maintains a health services web site known as healthcentral.com on the World Wide Web (the HCI Site);

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

CERTAIN INFORMATION ON THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

1.  SERVICES & DEVELOPMENT

a)   MLX and HCI have agreed to provide certain services and content to each      other in order to mutually develop and integrate content from the HCI Site      into the Sympatico health section, currently known as HealthyWay, of the      Sympatico web site (the Co-Branded Site).

b)   The Parties have agreed that they will mutually approve the design of the      Co-Branded Site and that the launch date of the Co-Branded Site shall be      September 1st, 1999 unless mutually extended by the Parties as agreed to in      writing.

2.  MLX'S OBLIGATIONS AND RESPONSIBILITIES

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





During the Term of this Agreement MLX shall:

a)   continue to technically host and moderate all of the HealthyWay discussion      forums currently residing on the forums section of the Sympatico web site.      MediaLinx shall retain all right, title to and interest in the discussion      forums;

b)   promote the Co-Branded Site as set out in Schedule 1 attached hereto;

c)   grant to HCI, a non-exclusive and non-transferable right to use MediaLinx      images and certain content contained in the HealthyWay web site (the      Sympatico Content) for the sole purpose of satisfying the requirements of      this Agreement. MediaLinx shall retain all right, title to and interest in      the Sympatico Content;

d)   grant to HCI, to the extent that HCI requires access to MLX logos and      trademarks (collectively MLX Marks) the use of certain MLX Marks as      necessary for the purposes of fulfilling its obligations under this      Agreement. HCI assures that the MLX marks are used in accordance with MLX's      logo usage guidelines as provided by MLX from time to time. Without      limiting the generality of the foregoing, HCI agrees:

     (i)     that MLX is the owner of the MLX Marks and the goodwill and              reputation associated therewith;

     (ii)    not to contest the validity of the MLX Marks or MLX's title              thereto;

     (iii)   that HCI acquires no right, title or interest in the MLX Marks, and              any and all goodwill associated with the MLX Marks enures              exclusively to the benefit of MLX;

     (iv)    to notify MLX promptly of any attempt by any third party to use MLX              Marks, or any variation or imitation thereof of which HCI becomes              aware;

     (v)     at MLX's expense, to fully co-operate with MLX and execute such              documents and at the request of MLX to do such acts and things as              may be reasonably necessary or desirable to restrain such use;

e)   ensure that in the event that it enters into an electronic commerce      agreement with a third party for the sale of goods on the Co-Branded Site      that all agreements with the third parties shall ensure that such third      party shall be wholly responsible for all products and transactions that      may occur on the Co-Branded Site, that all such transactions shall comply      with all applicable Canadian and US laws and regulations, including privacy      laws and including compliance with MediaLinx's standards and guidelines,      and ensure that such third party

                                                                               2

     provides a full indemnity to MediaLinx and HCI in respect of any and all      transactions and products that may be hosted on the Co-Branded Site;

f)   ensure that in the event that user traffic to the Co-Branded Site falls      below the levels outlined in Schedule 2, that MediaLinx will use all      commercially reasonable efforts to increase promotion to the Co-Branded      Site until usage to the site increases to levels above the levels outlined      in Schedule 2; and

g)   make a reasonable effort to explore the technical possibilities of sharing      with HCI the traffic on the home page of the Sympatico Health Section of      the Sympatico web site, subject to any legal and regulatory constraints.

3.  HCI's OBLIGATIONS AND RESPONSIBILITIES

During the Term of this Agreement HCI shall:

a)   use reasonable commercial efforts to provide industry accepted standards of      reliability of service and to make available the appropriate production      resources to build and maintain the Co-Branded Site;

b)   integrate content contained in the HCI Site into the Co-Branded Site of the

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





     Sympatico web site subject to the prior approval of MediaLinx;

c)   update the look and feel of the Co-Branded Site upon Launch, subject to      the prior approval and consent of MediaLinx;

d)   ensure that general terms and conditions on the Co-Branded Site are subject      to the prior approval of MediaLinx;

e)   host, manage, update and maintain all aspects of the mutually approved Co-      Branded Site including technology, content, production, design, operations,      and customer relations save and except forums. Without limiting the      generality of the foregoing, HCI shall use all reasonable commercial      efforts to: 1) ensure that the hosting services provided in connection with      the Co-Branded Site are provided at the same standard as the hosting of the      Sympatico web site, and 2) ensure that the Co-Branded Site is available 7      days per week and 24 hours per day;

f)   ensure that the level of Canadian content contained on the Co-Branded Site      is maintained at such levels as is found on the HealthyWay section of the      Sympatico web site on the Launch Date, and ensure that the level of      Canadian content is maintained in accordance with the attached Schedule      3;

g)   design the Co-Branded Site in such a manner so as to make prominent      Canadian content, Canadian context and Canadian activity, such as described      in Schedule 3;

h)   make all reasonable efforts to suppress or remove all content from the HCI      Site which is to be integrated into the Co-Branded Site that is irrelevant      and inappropriate for the Canadian market and ensure that all content      contained in the Co-Branded Site continues to be relevant for the Canadian      market in accordance with Schedule 3;

i)   provide MediaLinx with daily usage statistics for the Co-Branded Site in      accordance with the following format attached hereto as Schedule 4;

                                                                               3

j)   have the option to provide and manage some discussion forum hosts referred      to in paragraph 2(a) of this Agreement;

k)   ensure that it only utilizes communications related services and tools on      the Co-Branded Site which have been provided by MediaLinx's Canadian      telecommunication partners, including but not limited to webmail,      directories, address book, and ip telephony;

l)   grant to MLX, to the extent that MLX requires access to HCI logos and      trademarks (collectively HCI Marks) the use of certain HCI Marks as      necessary for the purposes of fulfilling its obligations under this      Agreement. MLX assures that the HCI Marks are used in accordance with HCI's      logo usage guidelines as provided by HCI from time to time. Without      limiting the generality of the foregoing, MLX agrees:

     (i)     that HCI is the owner of the HCI Marks and the goodwill and              reputation associated therewith;

     (ii)    not to contest the validity of the HCI Marks or HCI's title              thereto;

     (iii)   that MLX acquires no right, title or interest in the HCI Marks, and              any and all goodwill associated with the HCI Marks enures              exclusively to the benefit of HCI;

     (iv)    to notify HCI promptly of any attempt by any third party to use the              HCI marks, or any variation or imitation thereof of which MLX              becomes aware;

     (v)     at HCI's expense, to fully co-operate with HCI and execute such              documents and at the request of HCI to do such acts and things as              may be reasonably necessary or desirable to restrain such use; and

m)   ensure that in the event that it enters into an electronic commerce

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





     agreement with a third party for the sale of goods on the Co-Branded Site      that all agreements with the third parties shall ensure that such third      party shall be wholly responsible for all products and transactions that      may occur on the Co-Branded Site, that all such transactions shall comply      with all applicable Canadian and US laws and regulations, including privacy      laws and including compliance with MediaLinx's standards and guidelines,      and ensure that such third party provides a full indemnity to MediaLinx and      HCI in respect of any and all transactions and products that may be hosted      on the Co-Branded Site.

4.  ADVERTISING

Subject to paragraph 6, MediaLinx shall be entitled to sell advertising and sponsorships on all pages of the Co-Branded Site to Canadian advertisers (for the purposes of this Agreement Canadian advertisers shall be advertisers with substantial places of business in Canada) and HCI shall be entitled to sell advertising and sponsorships on all pages of the Co-Branded Site to US advertisers (for the purposes of this Agreement, US advertisers shall be advertisers with substantial places of business in the United States). All sponsorship and advertising package deals for the Co-Branded Site will be mutually agreed upon by the parties and shall abide by MediaLinx's and HCI's standard advertising agreement and Canadian and U.S. advertising regulations and standards. Any excess inventory that has not been sold is available to be sold by either party. Neither party shall permit advertising on the Co-Branded Site from an entity which is a competitor to the other party. For the purposes of this Agreement, a competitor to MediaLinx shall be an Internet portal web site and/or an internet service provider. For the purposes of this Agreement, a competitor to HCI shall be a consumer health based web site. The parties shall define a plan in writing prior to the Launch setting out how the Parties shall work together to jointly sell advertising, serve the advertising and track the advertising inventory on the Co-Branded Site.

                                                                               4

5.  E-COMMERCE

Subject to paragraph 6, MediaLinx and HCI shall be entitled to negotiate e- commerce relationships which shall reside on the Co-Branded Site. In addition to the terms and conditions detailed in paragraphs 2(e) and 3(m), both parties acknowledge and agree that any e-Commerce offering must be able to offer pricing in Canadian dollars and provide shipping across Canada, unless otherwise mutually agreed to in writing. In addition, all products offered through the Co- Branded Site must abide by all Canadian laws and regulations. The cost of integrating any e-Commerce relationship will be borne by the entity that brought the relationship. Any and all marketing activities and design of an e-Commerce system shall be approved by both parties.

6.  FINANCIALS

(a)  HCI shall pay MLX a guaranteed fixed sum of [*] US per annum during the      Initial Term of this Agreement to be paid out as a monthly payment of [*]      US (the Monthly Payment). This Monthly Payment shall be due by the 10th      day of each month;

(b)  HCI shall be entitled to all net revenue generated from advertising and e-      commerce transactions generated by Canadian companies that may take place      on the Co-Branded Site up to and including [*] US in any given year.      Thereafter, any net revenues exceeding [*] US shall be shared fifty-fifty      between the parties (50% MediaLinx--50% HCI). HCI shall be entitled to all      proceeds generated from US companies on the Co-Branded Site. Net revenue      is defined as revenue less: 1) third party expenses directly related to the      acquisition of the revenue; for example, advertising broker commissions and      advertising management services, and 2) internally paid commissions for      selling the advertisement and/or sponsorship;

(c)  Both Parties shall keep true and accurate books and records of all revenue      generated as a result of the Co-Branded Site. Either Party shall have the      right from time to time to audit and make extracts of the books and records      of the other, insofar as said books or records pertain to the terms of this      Agreement. Any such audit shall take place upon not less than seven (7)      days advance written notice, during normal business hours of normal      business days and at reasonable intervals. Any such audit shall be at the

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





     requesting Party's expense, unless the audit determines that the other      party has underpaid by 10% or more. In the event that the calculation of      payments herein is determined by a computer-based system, then the books      and records shall include, without limitation, the machine-sensible data      (e.g. punch cards, magnetic tapes, discs; and

(d)  Both Parties shall provide the other with quarterly accounting reports as      necessary. The quarterly reporting periods end September 30th and      December 31st, 1999, March 31st, 2000, and June 30th, 2000.      Applicable remittances and accounting reports will follow under separate      cover within sixty (60) days of the end of each quarter.

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                               5

7.  CUSTOMER INFORMATION

Any and all customer data that is collected from the Co-Branded Site shall be collected and used in accordance with Canadian federal and provincial laws and U.S. Federal and State laws and both MediaLinx and HCI privacy guidelines and MediaLinx and HCI shall each own an undivided interest in such data. MediaLinx will not have access to the HCI Personal Health Records (being the longitudinal repository of personal health information about users of the Co-Branded Site) during or after the Term of this Agreement. During the Term of this Agreement and for a period of six (6) months thereafter, MediaLinx shall not use or publicly disclose the data collected from users of the Co-Branded Site if such use is for the purpose of providing health information, advertisements, or products that compete with those that reside on the Co-Branded Site. In other instances, MediaLinx shall be entitled to use or publicly disclose the data collected subject to privacy guidelines noted above.

In addition to the foregoing, HCI shall ensure that the Co-Branded Site is integrated into the Sympatico site-wide registry in order for users to have a single login access for all Sympatico.ca and Sympatico co-branded web sites.

8.  PAGE VIEWS

Both MediaLinx and HCI shall be entitled to count the page views on the Co- Branded Site. In the event that it becomes necessary to have only one party count the number of page views on the Co-Branded Site, due to third party reporting, regulatory and/or legal requirements, HCI shall be entitled to count one hundred percent (100%) of the content page views of the Co-Branded Site and MLX shall be entitled to count one hundred percent (100%) of the HealthyWay discussion forum page views and one hundred percent (100%) of the page views on the Sympatico Health home page.

9.  EXCLUSIVITY

During the Term of the Agreement, and subject to the following requirements respecting Canadian content levels as set out in paragraphs 3(f), (g) and (h), HCI shall be the exclusive health content partner in the health section of the Sympatico web site, provided however, that nothing contained herein shall prevent MediaLinx from entering into an agreement with other parties for: i) a health based web directory; or ii) other health related content whose content does not compete with the content contained on the Co-Branded Site; which in no event shall receive no more than one fifth (1/5th) of the promotion and which shall constitute no more than one fifth (1/5th) of the total health related content which resides on the home page of the Sympatico Health section. In the event that MediaLinx obtains a web guide from a third party, MediaLinx and HCI shall discuss how to present both web guides to the user, and make best effort to agree to the kind of experience that the user shall have when utilizing the new web guide. If, at any time during the Term of this Agreement, HCI fails to meet the content requirements set out in paragraphs 3(f), (g) and (h), HCI shall no longer be entitled to be the exclusive health content partner in the health section of the Sympatico web site. HCI shall not either directly or indirectly license or deliver content to or carry on or be engaged with any other Canadian portal web site, being a Web site which aggregates and markets a variety of content directed to multiple communities of interest and which offers products,

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





tools and services to a broad base of Canadian end users.

                                                                               6

10.  BRANDING & COMMUNICATIONS

During the first six (6) months from the Launch date, the primary branding for the Co-Branded Site shall remain HealthyWay. In addition to the foregoing and subject to mutual design approval, a Powered By HealthCentral or such other appropriate tag line shall appear on the Co-Branded Site and shall be approximately 80% of the font size of the HealthyWay title and will be close to the HealthyWay brand. Thereafter, the HealthyWay and Health Central trademarks shall be co-branded in a mutually agreed upon method. The URL for the Co-Branded Site shall remain healthyway.sympatico.ca. A separate redirect URL may be set up for the Co-Branded Site, e.g. healthcentral.sympatico.ca.

All electronic communications to the users of the Co-Branded Site shall be jointly developed, co-branded with each party's respective marks and shall be mutually agreed upon.

11.  TERM & TERMINATION

11.1  Term

The term of this Agreement shall be for a period of two (2) years (the Term). The effective date of the start of the Term will be from the Launch Date.

11.2  Termination

(a)  Either Party may terminate this Agreement upon 30 days prior written notice      to the other Party if 1) such other Party breaches any material term of      this Agreement, unless such breach is cured within 30 days; or 2) if any of      the terms of this Agreement that require mutual approval are not mutually      agreed to;

(b)  This Agreement may be terminated by a Party immediately, without notice:

     (i)     upon the institution by or against the other Party of insolvency,              receivership, or bankruptcy proceedings or any other proceedings              for the settlement of the other Party's debts, if such proceedings              are not dismissed within sixty (60) days;

     (ii)    upon the other Party making an assignment for the benefit of              creditors; or

     (iii)   upon the other Party's dissolution;

(c)  Either party may terminate this Agreement upon 30 days written notice if      either Party's corporate structure has undergone a material ownership      change such that its corporate interests are then in conflict with the      corporate interests of the other Party; and

(d)  Upon termination or expiration of this Agreement for any reason:

     (i)     the Parties shall immediately cease using the Marks of the other              Party;

     (ii)    the Parties shall immediately return to each other all property of              the other and cease using or distributing all advertising or              promotional materials, if any, containing references to the other              Party or the other Party's product;

     (iii)   the Parties shall remove all special links made pursuant to this              Agreement from their respective products of the other Party; and

     (iv)    each Party shall pay to the other Party all outstanding amounts              which have accrued and are properly owing, including without              limitation, any New Account customer commission payments or net              advertising revenue owed outstanding together with any appropriate              final reports.

                                                                               7

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





11.3  The exercise of a right of termination or other right or remedy in       connection with this Agreement shall be without prejudice to any other       right or remedy to which the terminating party may be entitled under this       Agreement or applicable law.

12.  REPRESENTATIONS & WARRANTIES

(a)  MLX's Representations and Warranties.

MLX represents and warrants that:

(i)     it has full right, power and authority to enter into and be bound by the         terms and conditions of this Agreement and to perform its obligations         under this Agreement, without the approval or consent of any other         party;

(ii)    it has sufficient right, title and interest in and to the rights granted         to HCI pursuant to this Agreement to enter and perform this Agreement         and to enable HCI to perform under this Agreement;

(iii)   it owns all intellectual property in and to the MLX Marks and the         Sympatico Content, including but not limited to any and all creative         advertisement content, or has obtained all necessary licenses,         clearances, assignments and waivers in respect of any and all         intellectual property used in the Sympatico Content, including without         limitation waivers of moral rights necessary to publish, license and         distribute world-wide;

(iv)    the use, reproduction, distribution or transmission of the Sympatico         Content will not violate any laws including criminal laws, commercial         laws, or any rights of any third parties including, but not limited to         such violations as infringement or misappropriation of copyright,         patent, trademark, trade defamation, invasion of privacy or rights of         celebrity, violation of any anti-discrimination law or regulation, or         any other right of any person or entity;

(v)     it has all necessary skills and materials necessary to provide its         contributions to the Co-Branded Site as contemplated by this Agreement.         MLX shall perform the services described herein in a timely fashion with         all due skill, competence and diligence and the quality of the Co-         Branded Site shall meet both HCI's and MLX's standards of high quality         and excellence;

(vi)    that the information contained in the MLX marks and the MLX content is         accurate, does not contain any material that is libelous, obscene,         misleading or otherwise harmful.

(b)  HCI's Representations and Warranties.

HCI represents and warrants that:

(i)     it has full right, power and authority to enter into and be bound by the         terms and conditions of this Agreement and to perform its obligations         under this Agreement, without the approval or consent of any other         party;

(ii)    it has sufficient right, title and interest in and to the rights granted         to MLX pursuant to this Agreement to enter and perform this Agreement         and to enable MLX to perform under this Agreement;

(iii)   it owns all intellectual property in and to the HCI Marks and all         content HCI contributes to the Co-Branded Site (the HCI Content)         including but not limited to any and all creative

                                                                               8

        advertisement content, or has obtained all necessary licenses,         clearances, assignments and waivers in respect of any and all         intellectual property used in the HCI Marks and the HCI Content,         including without limitation waivers of moral rights necessary to

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





        publish, license and distribute world-wide;

(iv)    the use, reproduction, distribution or transmission of the HCI Marks and         HCI Content will not violate any laws including criminal laws,         commercial laws, or any rights of any third parties including, but not         limited to such violations as infringement or misappropriation of         copyright, patent, trademark, trade defamation, invasion of privacy or         rights of celebrity, violation of any anti-discrimination law or         regulation, or any other right of any person or entity;

(v)     the Co-Branded Site will function, operate and perform in all material         respects in accordance with the requirements described or incorporated         in the Agreement;

(vi)    it has all necessary skills and materials necessary to provide its         contributions to the Co-Branded Site as contemplated by this Agreement.         HCI shall perform the services described herein in a timely fashion with         all due skill, competence and diligence and the quality of the Co-         Branded Site shall meet both HCI's and MLX's standards of high quality         and excellence;

(vii)   that no advertisement submitted to MLX hereunder shall make use of any         subliminal technique and holds MLX and its affiliated and related         companies harmless against any loss or damage arising from the storage         and/or use of any and all advertising. HCI warrants that any and all         advertising that it submits complies with advertising standards in         Canada, including those of MLX and that the use, reproduction,         distribution, or transmission of such advertising will not violate any         criminal laws, commercial laws or any rights of any third parties,         including, but not limited to, such violations as infringement or         misappropriation of copyright, patent, trademark, trade secret, music,         image, video/full motion video or other proprietary or property right,         false advertising, unfair competition, defamation, invasion of privacy         or rights of celebrity, property right, false advertising, unfair         competition, defamation, invasion of privacy or rights of celebrity,         violation of any anti-discrimination law or regulation, or any other         right of any person or entity;

(viii)  that the Co-Branded Site will function, operate and perform in all         material respects in accordance with the requirements described in the         Agreement; and

(vix)   that the information contained in the HCI Marks and the HCI Content is         accurate, does not contain any material that is libelous, obscene,         misleading or otherwise harmful.

13.  NO ADDITIONAL WARRANTIES

a)   Except as specifically provided herein or as agreed to in writing by the      Parties, the services provided under this Agreement are not guaranteed and      are provided as is and MLX gives no representations, warranties or      conditions of any kind, express or implied, including without limitation      warranties as to insertion, display or loading of any advertisement,      sponsorship or integrated branded search engine uninterrupted or error free      operation of the Sympatico Web Site, any advertisement, sponsorship,      integrated branded search engine or link, merchantability, quality or      fitness for a particular purpose and those arising by statute or otherwise,      or from a course of dealing or usage of trade; and

                                                                               9

b)   Except as specifically provided herein or as agreed to in writing by the      parties: 1) the services provided under this Agreement are not guaranteed      and are provided as is; and 2) HCI gives no representations, warranties      or conditions of any kind, express or implied, including without limitation      warranties as to: insertion, display or loading of any advertisement,      sponsorship or integrated branded search engine uninterrupted or error free      operation of the co-branded Web Site, any advertisement, sponsorship,      integrated branded search engine or link, merchantability, quality or      fitness for a particular purpose and those arising by statute or otherwise,      or from a course of dealing or usage of trade.

14.  INDEMNIFICATION

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





(a)  By MLX: MLX agrees to indemnify and hold harmless HCI and its employees,      representatives, agents and affiliates from any and all liability, loss,      claims, damages or causes of action (each a Claim), including reasonable      legal fees and expenses that may be incurred by, arising out of or relating      to any claim that the MLX Marks or Sympatico Content or any MLX developed      advertising infringes in any manner any copyright, patent, trademark, trade      secret or any other intellectual property right of any third party;

(b)  By HCI: HCI agrees to indemnify and hold harmless MLX and its employees,      representatives, agents and affiliates from any Claim including reasonable      legal fees and expenses that may be incurred by, arising out of or relating      to any third party claim that the HCI Marks or HCI Content or any HCI      developed advertising infringes in any manner any copyright, patent,      trademark, trade secret or any other intellectual property right of any      third party; and

(c)  Procedure: All indemnification obligations under Section 14, shall be      subject to the following requirements:

     (i)     the indemnified party shall provide the indemnifying party with              prompt written notice of any Claim;

     (ii)    the indemnified party shall permit the indemnifying party to assume              and control the defense of any action upon the indemnifying party's              written acknowledgment of the obligation to indemnify; and

     (iii)   the indemnified party shall not enter into any settlement or              compromise of any Claim without the indemnifying party's prior              written consent, which shall not be unreasonably withheld.

     In addition, the indemnified party may, at its own expense, participate in      its defense of any Claim. In the event that the indemnifying party assumes      the defense of any such claim, the indemnifying party shall have no      liability for legal fees and costs incurred by the indemnified party.

15.  LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO THE INDEMNITY OBLIGATIONS IN SECTION 14, THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 16, AND THE YEAR 2000 COMPLIANCE OBLIGATIONS UNDER SECTION 20, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,

                                                                              10

STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.  CONFIDENTIALITY

Each Party shall keep confidential any information, data and reports obtained in connection with this Agreement, unless such information has been rightfully obtained from a third party or is generally available to the public, or as must be disclosed by law. Upon termination of this Agreement, each of the parties (the Receiving Party) shall return to the other party (the Disclosing Party) any records or copies thereof which it may have obtained from the Disclosing Party in connection with its review of the Disclosing Party's business, other than information otherwise rightfully obtained by Receiving Party, acting in good faith, from someone other than the Disclosing Party or generally available to the public. Each party shall hold the terms and provisions of this Agreement confidential and shall not disclose its terms to any person except to its management. Notwithstanding the foregoing, this Agreement and the LOI is subject to the terms and conditions of the Confidentiality and Non-Disclosure Agreement signed between the Parties dated May 3rd, 1999.

17.  NO PUBLIC NOTICE

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





No public announcement of the proposed transaction will be made by either Party unless the timing and content have been agreed upon in advance by both parties, except as may otherwise be required by law. It is understood though that MediaLinx may discuss this arrangement with its Sympatico Internet service providers and affiliates to the extent necessary to meet the proposed time lines.

18.  COSTS

Unless agreed to otherwise, each party will pay for its own costs and expenses in connection with this Agreement and the proposed activities contemplated herein, without limitation, legal fees, brokers, accountants and other professional advisors.

19.  INDEPENDENT CONTRACTORS

It is the intention of MLX and HCI that MLX and HCI are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between MLX and HCI.

                                                                              11

20.  YEAR 2000 COMPLIANCE

Both MLX and HCI represent and warrant that their contributions to the Co- Branded Site are designed to be used prior to, during, and after the calendar year 2000 AD and will operate during each such time period without error relating to date data, specifically including any error relating to, or the product of, date data which represents or references different centuries or more than a century. Without limiting the generality of the foregoing, the Co-Branded Site: (i) will not abnormally end or provide invalid or incorrect results as a result of date data, specifically including date data which represents or references different centuries or more than one century; (ii) has been designed to ensure year 2000 compatibility, including, but not limited to, date data century recognition, calculations which accommodate same century and multi- century formulas and date values, and date data interface values that reflect the century; and (iii) includes Year 2000 Capabilities. For the purposes of this Agreement, Year 2000 Capabilities means the Co-Branded Site (i) will manage, calculate, sequence, compare and manipulate data involving dates, including single century formulas and multi-century formulas, including leap years and will not cause an abnormally ending scenario within the application or generate incorrect values or invalid results involving such dates; (ii) provides that all date-related user interface functionalities and data fields include the indication of century; and (iii) provides that all date-related data interface functionalities include the indication of century.

While HCI asserts that its code and scripts will execute properly, as described above, and that HCI uses third party software that specifies Y2K compliance, we can not guarantee that all third party software will perform as specified by the manufacturer. Should a third party product fail to meet its Y2K compliance policy, we will work with the vendor to remedy the problem in a timely fashion. HCI will ensure that it complies with any third party recommendations that are necessary for Y2K compliance.

21.  GOVERNING LAW

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the Parties agree to abide by the jurisdiction of the Courts of Ontario.

22.  ENTIRE AGREEMENT

This Agreement, together with any and all attached exhibits and/or schedules, represents the entire agreement between MLX and HCI with respect to the subject matter herein and shall supercede all prior agreements, communications and understanding of the Parties, oral and/or written.

23.  LEGAL FEES

The prevailing Party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





rights and remedies it may have, to reimbursement for its expenses, including court and arbitration costs, as well as reasonable legal fees.

                                                                              12

24.  SUCCESSORS AND ASSIGNS

Except as provided in this Section, neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party shall be permitted to assign this Agreement and any of its rights and obligations hereunder to an affiliate or related company or to a purchaser of all or substantially all of its Internet business, without obtaining the prior written consent of the other party.

25.  FORCE MAJEURE

Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other similar cause beyond the control of such Party.

26.  NOTICES

All notices, requests, consents and other communications which are required or permitted hereunder shall be in writing and shall be deemed given (a) when delivered in person at the time of such delivery or by telecopy with confirmed receipt of transmission at the date and time indicated on such receipt or (b) when received if given by an internationally recognized express courier service to the address specified below. Notice of change of address shall be given in the same manner as other communications.

If to HCI:                    If to MediaLinx: - ----------                    ----------------

HealthCentral.com Inc.        MediaLinx Interactive, L.P. 2600 Tenth Street             20 Richmond Street East, Suite 600 Berkeley, CA                  Toronto, Ontario, M5C 3B5 94710                         Attn: Director of Content                               Fax: (416) 350-1516                               with a copy to Legal Department:                               Fax No.: (416) 350-5212

27.  COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

28.  HEADINGS

The section and article headings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

                                                                              13

                                  Schedule 1

MLX will run [*] advertising banners, promoting the Co-Branded Site each month, which shall run throughout the Sympatico.ca Site.

MLX will promote the Co-Branded Site on the Sympatico.ca homepage in a frequent and timely fashion.

MLX will promote the Sympatico Health Site through Sympatico.ca house advertising, from time to time.

MLX will provide contextual integration of Health content into other areas of

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





Sympatico.ca, as appropriate.

MLX will provide a persistent link, in fold, from the Sympatico Health Site home page to the Co-Branded Site.

MLX will provide a link to the Sympatico Health Site home page from the Sympatico.ca home page.

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.                                                                               14

                                  Schedule 2

MLX will use all commercially reasonable efforts to maintain the user traffic at a monthly minimum of:

 .  [*] page views three (3) months after the launch of the Co-Branded Site;

 .  [*] page views six (6) months after the launch of the Co-Branded Site; and

 .  [*] page views twelve (12) months after the launch of the Co-Branded Site.

[*]  = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                              15

                                  Schedule 3

HCI shall ensure that Canadian content and context is promoted and maintained within the Co-Branded Site in accordance with the following:

Ensure that Canadian spelling is used throughout the site where possible. Ensure that non-relevant or inappropriate information is either removed or put into context for a Canadian user. Ensure that Canadian health information sourced from Canadian content providers is added to the site, where possible.

Issues related to access to services: Canadian public health care system There is little notion of managed care in Canada Inclusion of Canadian self help resources

Health related law & policy: Federal and provincial government funding of healthcare and the existence of a social safety net in Canada Allowed distribution of drugs Different roles related to pharmaceutical advertising

Societal context of Canada: Canada's multicultural make up (e.g. Less Hispanics, more Asians) Likelihood of different health risk factors for Canadians Different behaviour of the Canadian population (e.g. travelling south for the winter, snowbirds) Different health events e.g. Heart month

Technicalities: Differences in drug names Canadian currency Metric system for measurement

The Canadian voice: Important to highlight Canadian health experts e.g. Canadian health professionals, researchers, companies local events e.g. hospital closures, labour issues

                                                                              16

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





                                  Schedule 4

HCI will provide MLX with usage statistics in the following 2 formats:

1) access to real time online statistics through a web browser including a number of preprogrammed usage reports, and

2) a format mutually agreed to by HCI and MLX

                                                                              17

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Ex Output:
Without      limiting the generality of the foregoing, MLX agrees:


Ex Input:
Exhibit (8)(k)(k)

SERVICE AGREEMENT

This Agreement is entered into and effective as of the 1st day of January, 1998, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (FIIOC) and NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (Company).

WHEREAS, FIIOC provides transfer agency and other services to Fidelity's Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (collectively Funds); and

WHEREAS, the services provided by FIIOC on behalf of the Funds include responding to inquiries about the Funds including the provision of information about the Funds' investment objectives, investment policies, portfolio holdings, etc.; and

WHEREAS, Company holds shares of the Funds in order to fund certain variable annuity contracts, group annuity contracts, and/or variable life insurance policies, the beneficial interests in which are held by individuals, plan trustees, or others who look to Company to provide information about the Funds similar to the information provided by FIIOC; and

WHEREAS, the Company and one or more of the Funds have entered into one or more Participation Agreements, under which the Company agrees not to provide information about the Funds except for information provided by the Funds or their designees; and

WHEREAS, FIIOC and Company desire that Company be able to respond to inquiries about the Funds from individual variable annuity owners, participants in group annuity contracts issued by the Company, and owners and participants under variable life insurance policies issued by the Company, and prospective customers for any of the above; and

WHEREAS, FIIOC and Company recognize that Company's efforts in responding to customer inquiries will reduce the burden that such inquiries would place on FIIOC should such inquiries be directed to FIIOC.

NOW, THEREFORE, the parties do agree as follows:

1. Information to be Provided to Company. FIIOC agrees to provide to Company, on a periodic basis, directly or through a designee, information about the Funds' investment objectives, investment policies, portfolio holdings, performance, etc. The content and format of such information shall be as FIIOC, in its sole discretion, shall choose. FIIOC may change the format and/or content of such informational reports, and the frequency with which such information is provided. For purposes of Section 4.2 of each of the Company's Participation Agreement(s) with the Funds, FIIOC represents that it is the designee of the Funds, and Company may therefore use the information provided by FIIOC without seeking additional permission from the Funds.

2. Use of Information by Company. Company may use the information provided by FIIOC in communications to individuals, plan trustees, or others who have legal title or beneficial interest in the annuity or life insurance products issued by Company, or representatives of any of these parties, and to prospective purchasers of such products or beneficial interests thereunder. If such information is contained as part of larger pieces of sales literature, advertising, etc., such pieces shall be furnished for review to the Funds in accordance with the terms of the Company's Participation Agreements with the Funds. Nothing herein shall give the Company the right to expand upon, alter the appearance of, or otherwise alter the information provided by FIIOC. Company acknowledges that the information provided it by FIIOC may





need to be supplemented with additional qualifying information, regulatory disclaimers, or other information before it may be conveyed to persons outside the Company.

3. Compensation to Company. In recognition of the fact that Company will respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to pay Company a quarterly fee computed as follows:

At the close of each calendar quarter, FIIOC will determine the Average Daily Assets held in the Funds by the Company. Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter divided by the number of calendar days in the quarter. The Average Daily Assets shall be multiplied by [ ] ([ ] basis points) and that sum shall be divided by four. The resulting number shall be the quarterly fee for that quarter, which shall be paid to Company during the following month.

Should any Participation Agreement(s) between Company and any Fund(s) be terminated effective before the last day of a quarter, Company shall be entitled to a fee for that portion of the quarter during which the Participation Agreement was still in effect, unless such termination is due to misconduct on the part of the Company. For such a stub quarter, Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter through and including the date of termination of the Participation Agreement(s), divided by the number of calendar days in that quarter for which the Participation Agreement was in effect. Such Average Daily Assets shall be multiplied by [ ] ([ ] basis points) and that number shall be multiplied by the number of days in such quarter that the Participation Agreement was in effect, then divided by three hundred sixty-five. The resulting number shall be the quarterly fee for the stub quarter, which shall be paid to Company during the following month.

Notwithstanding the foregoing, compensation for each calendar quarter will not exceed [ ].

4. Termination. This Agreement may be terminated by Company at any time upon written notice to FIIOC. FIIOC may terminate this Agreement at any time upon ninety (90) days' written notice to Company. FIIOC may terminate this Agreement immediately upon written notice to Company (1) if required by any applicable law or regulation, (2) if so required by action of the Fund(s) Board of Trustees, or (3) if Company engages in any material breach of this Agreement. This Agreement shall terminate immediately and automatically upon the termination of Company's Participation Agreement(s) with the Funds, and in such event no notice need be given hereunder.

5. Applicable Law. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.

6. Assignment. This Agreement may not be assigned without the written consent of the other party, which consent shall not be unreasonably withheld, except that it shall be assigned automatically to any successor to FIIOC as the Funds' transfer agent, and any such successor shall be bound by the terms of this Agreement.

IN WITNESS WHEREOF, the parties have set their hands as of the date first written above.

FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

By:

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By:

Name:

Title: 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?

Ex Output:
This Agreement may not be assigned without the written consent of the other party, which consent shall not be unreasonably withheld, except that it shall be assigned automatically to any successor to FIIOC as the Funds' transfer agent, and any such successor shall be bound by the terms of this Agreement.