Joint Venture Agreement

EXHIBIT 10.24


DATED 1999


ABACUS DIRECT INTERNATIONAL, INC. (1)


- AND -


VNU BUSINESS INFORMATION EUROPE B.V. (2)


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JOINT VENTURE AGREEMENT


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CONTENTS 1. Definitions and Interpretation 2. Scope of Agreement 3. Formation of the Company and the Subsidiaries 4. Key Issues, Fundamental Issues and Deadlock Provisions 5. Representations and Warranties of Claritas 6. Representations and Warranties of Abacus 7. Indemnity 8. Competition 9. Financial Management of the Group 10. Dividends and Distribution of Profits 11. Rights to Transfer Interests in the Company 12. Termination 13. Notices 14. Miscellaneous 15. Arbitration


SCHEDULES


Schedule 1 Part 1: Claritas Proprietary Data


Schedule 1 Part 2: The Transactional Database


Schedule 2: The Trade Marks


APPENDICES


Appendix 1: Articles of Association of the Company Appendix 2: Abacus Licence Appendix 3: Claritas Service Agreement Appendix 4: Abacus Service Agreement Appendix 5: Claritas Loan Agreement Appendix 6: Abacus Loan Agreement Appendix 7: Alliance Agreement Appendix 8: Alliance Terms and Conditions Appendix 9: Business Plan


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THIS AGREEMENT is dated the day of 1999


BETWEEN:


1. ABACUS DIRECT INTERNATIONAL, INC. a company incorporated under the laws
of Delaware in the United States of America and whose principal place
of business is at 8774 Yates Drive, Westminster, Colorado 80030 USA
(hereinafter referred to as "Abacus"); and


2. VNU BUSINESS INFORMATION EUROPE B.V. a company incorporated with
limited liability under the laws of the Netherlands and whose principal
place of business is at Ceylonpoort 5-25, Postbus 4028, 2003 EA,
Haarlem, Amsterdam, the Netherlands (hereinafter referred to as
"Claritas");


(Abacus and Claritas being collectively referred to as the
"Shareholders").


WHEREAS:


Claritas and Abacus wish amongst other things to form the Company together in time with the Subsidiaries in order to carry out the Business within the Territory, subject to the terms and conditions of this Agreement and the Schedules and Appendices attached hereto.


NOW IT IS HEREBY AGREED AS FOLLOWS:


1. DEFINITIONS AND INTERPRETATION


Definitions


1.1 In this Agreement, which term shall be construed as including the
Recital, the Schedules and Appendices attached hereto, the following
expressions shall, except where the context otherwise requires, have the
meanings respectively ascribed thereto:


"ABACUS ALLIANCE" means the co-operative arrangement
developed and operated by Abacus
US through which direct marketers
contribute customer purchasing
histories in exchange for access
to the products and services of
Abacus US;


"ABACUS DATABASE" means the proprietary database of
Abacus US comprised of data
contributed by the Abacus Alliance
members;


"ABACUS DIRECT TRADE MARK" means that trade mark further
particulars of which are set out
in Part 1 of Schedule 2;


"ABACUS LICENCE" means that licence agreement for
the Trade Marks and in particular
for the Abacus Direct Trade Mark
in the form or substantially in
the form of Appendix 2, the Abacus
Licence to be completed on or
shortly after the Effective Date
along with the other Associated
Agreements;


"ABACUS PROPRIETARY PRODUCTS" means the proprietary data and
services of Abacus or its
Affiliates (the 'Abacus
Proprietary Data') including any
updates, improvements and other
such modifications as are made
available by Abacus from time to
time licensed to the Company and
the Subsidiaries in accordance
with the Abacus Service Agreement
and the Abacus Licence and used in
each Transactional Database;


"ABACUS US" means Abacus Direct Corporation, a
Delaware Corp.;


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"AFFILIATE" means a company directly
affiliated with either Claritas or
Abacus where either party is
beneficial owner of shares (or
their equivalent) controlling
greater than fifty per centum
(50.00%) of votes exercisable at a
general meeting (or its
equivalent) of such company. The
Company shall never for the
purposes of this definition
constitute an Affiliate under the
terms and conditions of this
Agreement;


"ALLIANCE AGREEMENT" means that agreement to be entered
into between an End-User and a
Subsidiary for the purpose of the
End-User placing its data in a
Transactional Database, such
agreement to be in the form or
substantially in the form of
Appendix 7;


"ALLIANCE TERMS AND CONDITIONS" means those terms and conditions
to be entered into between an
End-User and a Subsidiary for the
licence by the End-User of certain
data extracted from a
Transactional Database, such
licence to be in the form or
substantially in the form of
Appendix 8;


"APPENDIX" has the meaning given to it in
Clause 1.4 below;


"ARTICLES OF ASSOCIATION" means the articles of association
of the Company in the form or
substantially in the form set out
at Appendix 1;


"ASSOCIATED AGREEMENTS" means the Loan Agreements, the
Service Agreements, and the Abacus
Licence;


"BUSINESS" means the business of the Company
and the Subsidiaries as further
set out in Clause 2.2 below;


"BUSINESS DAYS" means a day other than a Saturday
or a Sunday on which banks in the
City of London are open for all
normal business;


"BUSINESS PLAN" means the business plan of the
Company and the Subsidiaries in
the form or substantially in the
form of Appendix 9;


"CLARITAS PROPRIETARY PRODUCTS" means, inter alia, that
proprietary data of Claritas or
its Affiliates (the 'Claritas
Proprietary Data') as further
described in Schedule 1 Part 1
(and including any updates,
improvements and other such
modifications as are made
available by Claritas from time to
time) together with other
proprietary products of Claritas
licensed to the Company and the
Subsidiaries in accordance with
the Claritas Service Agreement and
used in each Transactional
Database;


"COMPANY" means that company to be
incorporated by the Shareholders
pursuant to the terms of this
Agreement and in particular Clause
3 below and which will be the
parent company of the Subsidiaries
throughout the Territory;


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"COMPANY BOARD" means the board of directors of
the Company validly constituted in
accordance with Clause 3.7 below;


"COMPANY MANAGING DIRECTOR" means the managing director of the
Company validly appointed in
accordance with Clause 3.8 below;


"EFFECTIVE DATE" means 9th October 1998;


"END-USER" means a client of a Subsidiary
that provides its proprietary data
to a Subsidiary for the purpose of
inclusion in a Transactional
Database in accordance with an
Alliance Agreement and which
subsequently licences data from a
Transactional Database in
accordance with the Alliance Terms
and Conditions;


"EURO" means the proposed currency of the
European Union member states
(excluding the United Kingdom,
Sweden, Denmark and Greece) which
shall be adopted as legal currency
by those member states on 1
January 1999;


"GUILDERS" means the legal currency of the
Netherlands;


"LAWS" means the laws of the Netherlands;


"LOAN AGREEMENTS" means the loan agreements to be
completed on or shortly after the
Effective Date by each of Claritas
and Abacus in the form or
substantially in the form of
Appendix 5 and 6 respectively;


"POUNDS" means the legal currency of the
United Kingdom;


"SCHEDULE" has the meaning given to it in
Clause 1.3 below;


"SERVICE AGREEMENTS" means those service agreements to
be signed on or shortly after the
Effective Date by each of Claritas
and Abacus in the form or
substantially in the form of
Appendix 3 and 4 respectively;


"SUBSIDIARIES" means those wholly owned
subsidiaries of the Company which
shall be established throughout
the Territory from time to time in
accordance with the terms and
conditions of this Agreement and
"Subsidiary" shall be construed
accordingly;


"SUBSIDIARY BOARD" means the board of the Subsidiary
validly constituted in accordance
with Clause 3.10 below;


"SUBSIDIARY MANAGING DIRECTOR" means the managing director of the
Subsidiary validly appointed in
accordance with Clause 3.11 below;


"TERRITORY" means Switzerland, Poland, the
Czech Republic, Hungary and the
European Economic Area and such
other country or territory as the
Shareholders may from time to time
agree in writing;


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"TRADE MARKS" means as at the date of this
Agreement, those trade marks
detailed at Schedule 2, together
with such other trade marks as are
considered appropriate and
available for application and
registration by Abacus from time
to time throughout the Territory
for the term of this Agreement and
in accordance with the Abacus
Licence; and


"TRANSACTIONAL DATABASE(s)" means a transactional database
compiled from data of End Users
together with the Claritas
Proprietary Products and the
Abacus Proprietary Products drawn
from a country or region within
the Territory which shall be
created, maintained and owned by
each relevant Subsidiary, further
details of the scope of such
Transactional Database being set
forth in Schedule 1 Part 2.


1.2 Interpretation


1.2.1 Unless the context otherwise requires, reference herein to any
clauses and sub-clauses shall be to the Clauses and
Sub-Clauses of this Agreement.


1.2.2 In the event of any inconsistency between the main body of
this Agreement and any Schedule or Appendix, the provisions of
the Agreement shall prevail. In the event of any inconsistency
between the main body of the Schedules and the Appendices, the
provisions of the Appendices shall prevail.


1.2.3 The titles of Clauses and Sub-Clauses in this Agreement are
inserted for convenience of reference only and shall not be
construed to effect the meaning thereof.


1.2.4 References to singular shall include plural and vice-versa and
reference to any gender shall include reference to all
genders.


1.3 Schedules


The following Schedules, which are attached hereto, are incorporated
herein by reference:


Schedule 1 Part 1: Claritas Proprietary Data
Schedule 1 Part 2: Description of the Transactional Database


Schedule 2: Part 1: Abacus Direct Trade Mark
Schedule 2: Part 2: The Trade Marks


Wherever in this Agreement reference is made to a Schedule, it is to
the Schedule as attached hereto as the same may from time to time be
amended, revised and/or substituted by the written agreement of the
Shareholders.


1.4 Appendices


The following Appendices, which are attached hereto, are incorporated
herein by reference:


Appendix 1: Articles of Association of the Company
Appendix 2: ABACUS LICENCE
Appendix 3: Service Agreement (Claritas)


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Appendix 4: Service Agreement (Abacus)
Appendix 5: Loan Agreement (Claritas)
Appendix 6: Loan Agreement (Abacus)
Appendix 7: Alliance Agreement
Appendix 8: Alliance Terms and Conditions
Appendix 9: The Business Plan


Wherever in this Agreement reference is made to an Appendix, it is to the Appendix as attached hereto as the same may from time to time be amended, revised and/or substituted by the written agreement of the Shareholders.


2. SCOPE OF AGREEMENT


2.1 The Shareholders have entered into this Agreement to provide for the
incorporation of the Company and, in time, the Subsidiaries, for the
purposes of carrying out the Business described in the Business Plan
and as further set forth in Clause 2.2 below within the Territory and
in respect of such matters the rights, liabilities and obligations of
the Parties shall be governed by this Agreement. For the avoidance of
doubt, the Company and in time the Subsidiaries shall not be engaged in
activities involving the supply and delivery of Claritas Proprietary
Data or the Abacus Proprietary Data on a stand-alone basis or in any
manner other than as an enhancement to data which is proprietary to the
Company and the Subsidiaries.


2.2 Without prejudice to the generality of Clause 2.1, the scope of this
Agreement shall extend to:


(a) the formation of the Company as a holding company for the
Subsidiaries to be established throughout the Territory;


(b) the formation of a Transactional Database(s) for each
Subsidiary within the Territory;


(c) a Transactional Database(s) relevant to a Subsidiary will be
owned by each appropriate Subsidiary in accordance with Clause
3.5 below;


(d) Claritas and its Affiliates shall provide services and license
during the term of this Agreement to the Company and the
Subsidiaries in accordance with the terms of the Claritas
Service Agreement attached at Appendix 3 the Claritas
Proprietary Products for inclusion in each Transactional
Database. The amount of any royalties or fees for such licence
and services shall be subject to agreement between the boards
of the respective Shareholders unanimously;


(e) Abacus and its Affiliates shall provide for use by the
Business in the Territory those services to the Company and
its Subsidiaries as further set forth in the Abacus Service
Agreement attached at Appendix 4, and a licence to the Abacus
Direct Trademark in accordance with the Abacus Licence. The
Shareholders acknowledge that processing services for the
Transactional Database(s) shall be provided in the United
Kingdom;


(f) the Abacus Trade Mark and the Trade Marks shall be owned by
and licensed by Abacus US in accordance with Clause 3.5 below;
and


(g) the Shareholders shall induce the Company to complete as soon
as reasonably practicable the formation of an English company
as a Subsidiary (hereinafter referred to as the `UK
Subsidiary') as the first such Subsidiary to operate the
Business within the country of the United Kingdom within the
Territory.


The above together with the proposed business as set out in the Business
Plan shall constitute the "Business" of the Company and the Subsidiaries
for the purposes of this Agreement.


8 2.3 The Shareholders agree and acknowledge that the Territory may be
extended by the written agreement of the Shareholders to include but
not be limited to certain markets in Asia PROVIDED THAT neither
Shareholder shall be prevented or delayed from entering such markets in
Asia of its own accord and outside the terms and conditions of this
Agreement. Upon agreement, such country shall become part of the
Territory, unless otherwise agreed upon. Each of the Shareholders also
agrees to exercise their interest in the Company to ensure that the
Company complies with its obligations under the Abacus Licence, the
Abacus Service Agreement and the Claritas Service Agreement.


2.4 This Agreement (together with the Recital, the Schedules and
Appendices) represents the entire understanding of the Shareholders in
relation to the matters dealt with herein as at the Effective Date. Any
extension of the Business of the Company and the Subsidiaries and/or
the scope of this Agreement will require the prior written agreement of
the Shareholders.


3. FORMATION OF THE COMPANY AND THE SUBSIDIARIES


3.1 FORMATION


The Shareholders hereby agree to incorporate the Company in the
Netherlands pursuant to the Laws, said Company to be called "Abacus
Direct Europe B.V." to be established at Haarlem PROVIDED THAT a
ministerial certificate of non-


objection ("the Certificate") is issued for it by the Ministry of
Justice in accordance with the Laws.


If the Certificate is refused by the Ministry of Justice or the
Certificate is not issued by the Ministry of Justice as a result of an
objection to the contents of the Articles of Association the
Shareholders will consult with each other immediately and in good faith
agree to replace the rejected or contested provisions of the Articles
of Association so that the replacement provisions deviate as little as
possible, having regard to the nature and content of the provisions of
this Agreement, from the original Articles of Association so that the
Certificate can be issued.


3.2 Articles of Association


The Articles of Association of the Company shall be in the form or
substantially in the form of Appendix 1.


3.3 Ownership of the Company by the Shareholders


3.3.1 The authorised share capital of the Company shall be two
hundred thousand two hundred Guilders (NLG 200,200) divided
into one thousand (1,000) class A shares of one hundred
Guilders (NGL 100) each, and one thousand (1,000) class B
shares of one hundred Guilders (NGL100) each and two (2) class
C five per centum (5%) preference shares o ...