Copyright Co-license Agreement

Exhibit 10.05


COPYRIGHT CO-LICENSE AGREEMENT


THIS COPYRIGHT CO-LICENSE AGREEMENT ("Agreement") is made as of November 24, 1998 ("Effective Date") by and between INTERNET WORLD MEDIA, INC., a Delaware corporation ("IWM"), and internet.com LLC, a Delaware limited liability company ("internet.com").


Recitals


A. IWM publishes INTERNET WORLD and BOARDWATCH magazines and The Directory of Internet Service Providers (collectively, the "Publications"), which focus on information technologies and the Internet industry, and produces INTERNET WORLD and ISPCON trade shows and conferences (collectively, the Trade Shows");


B. IWM currently owns a 19.9% interest in internet.com. internet.com's business consists of producing and operating a network of Internet Web sites connected to (internet.com) that contains news and resources for the Internet industry, directories of Internet products and services, back issues of the Publications and information about IWM's INTERNET WORLD and ISPCON trade shows and conferences, including the copyrighted works set forth in Schedule A (the "internet.com Copyrights");


C. Pursuant to the terms and conditions provided herein and for no other purpose: internet.com desires to acquire from IWM, and IWM desires to grant to internet.com, a license to use the copyrighted works embodied in the Publications or used in connection with the IWM Business, as defined herein; and IWM desires to acquire from internet.com and internet.com desires to grant to IWM, a license to use the internet.com Copyrights in connection with the IWM Business, as defined herein.


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


1. Definitions.


1.1. "internet.com Business" shall mean the business of producing and operating a network of Internet Web sites connected to (internet.com) that contains news and resources for the Internet industry, directories of Internet products and services, back issues of the Publications and information about IWM's INTERNET WORLD and ISPCON trade shows and conferences.


1.2. "internet.com Copyrights" shall mean the entire text and format of the following features of the (internet.com) Web site, in all updates transmitted during the term of this Agreement: the DR. WEBSITE, ISDEX and INTERNET STOCK REPORT columns.


1.3. "IWM Business" shall mean IWM's business of publishing and distributing the Publications, and producing INTERNET WORLD and ISPCON trade shows and conferences.


1.4. "IWM Copyrights" shall mean the copyrightable material: (i) published in the Publications in all editions published prior to or during the term of this Agreement; (ii) published in all past editions of print magazines the rights to which were transferred to IWM pursuant to the Service Agreement among IWM, internet.com and Penton Media, Inc., dated as of the same date as this Agreement; and (iii) displayed or distributed in connection with the Trade Shows, including, without limitation, exhibition floor plans and lists of exhibitors, brochures, photographs of attendees, statistics and promotional materials.


1.5. "Publications" shall mean the full editorial text of INTERNET WORLD and BOARDWATCH magazines and The Directory of Internet Service Providers, in all editions.


1.6 "Trade Shows" shall mean INTERNET WORLD and ISPCON trade shows and conferences.


2. Grant of Licenses.


2.1. IWM Grant. Subject to the terms and conditions of this Agreement: IWM hereby grants internet.com a non-exclusive, royalty-free, worldwide license for the term of this Agreement to incorporate into one or more of internet.com's (internet.com) network of Web sites and/or electronically delivered databases the IWM Copyrights or any portion thereof, and to make the text available online to users of internet.com's Web sites and databases; and


2.2. internet.com Grant. Subject to the terms and conditions of this Agreement: internet.com hereby grants IWM a non-exclusive, royalty-free, worldwide license for the term of this Agreement to reproduce in the Publications for distribution to readers of the Publications the internet.com Copyrights or any portion thereof; and


2.3. Sublicensing. Neither party shall sublicense any of its rights under this Agreement to any other person or entity without the prior written approval of the copyright owner. Any attempted sublicense entered without the prior approval of the copyright owner shall be null and void and shall immediately terminate the license granted herein to the party purporting to make such assignment.


2.4. Delivery of License Materials. IWM shall provide internet.com with four copies of each issue of each Publication as soon as practicable after publication of that issue. If IWM currently uses, or at any time hereafter commences using, machine-readable tapes in the production of the Publications, the parties shall explore a means of delivering the editorial text of the Publications in machine-readable form. IWM shall have the right to copy the internet.com Copyrights directly from the (internet.com) Web site.


2.5. Copyright Notice.


2.5.1. internet.com acknowledges IWM's ownership of all rights in the IWM Copyrights and will take commercially reasonable measures to display IWM's copyright notice to users of internet.com's databases, including, without limitation by displaying above the first line of text of any article from the Publication(s) the words "(C) Internet World Media" with the year of publication of that article.


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2.5.2. IWM acknowledges internet.com's ownership of all rights in the internet.com Copyrights and will take commercially reasonable measures to display internet.com's copyright notice to readers of the Publications, including, without limitation, by displaying in conjunction with the text of any material covered by the internet.com Copyrights the words "(C) internet.com LLC" with the year of publication of the material.


2.6. Reservation of Rights. No rights or licenses, express or implied, other than those granted in Sections 2.1 and 2.2, are granted by this Agreement. The rights granted pursuant to this Agreement are subject to all pre-existing contracts and to all rights of third parties related to the Publications.


3. Term and Termination.


3.1. Term. Unless terminated in accordance with Section 3.2, this Agreement shall continue in full force and effect for a period of three (3) years from the Effective Date. This Agreement shall automatically renew for succe ...