Looking for an agreement? Search from over 1 million agreements now.

Content License Agreement

This is an actual contract by HLTH.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Search This Document
CONTENT LICENSE AGREEMENT


Dated as of


January 26, 2000


Between


THE NEWS CORPORATION LIMITED


and


HEALTHEON/WEBMD CORPORATION


2


TABLE OF CONTENTS
PAGE
---- ARTICLE 1.........................................................................................................1
DEFINITIONS....................................................................................................1


ARTICLE 2.........................................................................................................2
CREATION OF LICENSE RELATIONSHIP...............................................................................2
2.1 GRANT OF LICENSE......................................................................................2
2.2 SCOPE OF LICENSE; RESTRICTIONS ON USE OF WEBMD CONTENT................................................2


2.3 GRANT OF RIGHT IN WEBMD LOGO................................................................................3


2.4 NO OTHER RIGHTS GRANTED...............................................................................5
2.5 ROYALTY...............................................................................................5


ARTICLE 3.........................................................................................................5
WEBMD CONTENT..................................................................................................5
3.1 Selection, Format, Design and Updating................................................................5
3.2 REMOVAL OF WEBMD CONTENT..............................................................................5
3.4 OWNERSHIP OF WEBMD CONTENT............................................................................6
3.5 OTHER AGREEMENTS......................................................................................6
3.5 OTHER AGREEMENTS......................................................................................6


ARTICLE 4.........................................................................................................6
REPRESENTATIONS AND WARRANTIES.................................................................................6
4.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY..............................................7


ARTICLE 5.........................................................................................................6
TERM; TERMINATION..............................................................................................7


5.1 TERM....................................................................................................7


5.2 RIGHT TO TERMINATE BY WEBMD...........................................................................8
5.3 RIGHT TO TERMINATE BY THE COMPANY.....................................................................8
5.4 EFFECT OF TERMINATION.................................................................................8
5.5 CONTINUING OBLIGATIONS................................................................................9


ARTICLE 6........................................................................................................ 9
INDEMNIFICATION............................................................................................... 9
6.1 AGREEMENT OF WEBMD TO INDEMNIFY...................................................................... 9


6.2 AGREEMENT OF THE COMPANY TO INDEMNIFY C................................................................10


6.3 THIRD PARTY CLAIMS...................................................................................10
6.4 SPECIAL DAMAGES AND LIMITATION OF LIABILITY..........................................................11


ARTICLE 7........................................................................................................11
ADDITIONAL AGREEMENTS.........................................................................................11
7.1 CONFIDENTIALITY AND USE OF PROPRIETARY INFORMATION...................................................11
7.2 DEFINITION OF PROPRIETARY INFORMATION................................................................11
7.3 CONTENTS OF THIS AGREEMENT...........................................................................12
7.4 COMMUNICATIONS.......................................................................................12
7.5 PRESS RELEASES.......................................................................................13
7.6 GOVERNING LAW; CONSENT TO JURISDICTION...............................................................13
7.7 BINDING EFFECT; SUCCESSORS AND ASSIGNS; ENTIRE AGREEMENT.............................................13
7.8 AMENDMENTS AND WAIVERS...............................................................................14
7.9 HEADINGS.............................................................................................14


i


3


7.10 NO IMPLIED WAIVERS...................................................................................14
7.11 COUNTERPARTS.........................................................................................14
7.12 FURTHER ASSURANCES...................................................................................14
7.13 SEVERABILITY.........................................................................................14
7.14 SEVERABILITY.........................................................................................14
7.14 INJUNCTIVE RELIEF....................................................................................15
7.15 NO PARTNERSHIP, ETC..................................................................................15
7.16 CONSTRUCTION.........................................................................................15
7.17 DISCLAIMER OF WARRANTIES.............................................................................15
7.18 PLURALS..............................................................................................15
7.19 EFFECTIVENESS........................................................................................15


ii


4


CONTENT LICENSE AGREEMENT


THIS CONTENT LICENSE AGREEMENT (THE "AGREEMENT"), dated as of 26, 2000 (the "Effective Date"), by and between HEALTHEON/WEBMD CORPORATION, a Delaware corporation ("WebMD"), and THE NEWS CORPORATION LIMITED a South Australia, Australia corporation (the "Company").


W I T N E S S E T H:


WHEREAS, WebMD owns and operates a Web Site on the World Wide Web currently accessible through the URL www.webmd.com which displays health and medical content intended for consumers and healthcare professionals and provides, promotes and sells healthcare related information, services and products to consumers and healthcare professionals (the "WebMD Site"); and


WHEREAS, WebMD owns or licenses the WebMD Content which WebMD uses in connection with the development and operation of the WebMD Site; and


WHEREAS, pursuant to a Master Strategic Alliance Agreement dated December 6, 1999, by and between WebMD and the Company (the "Strategic Alliance Agreement") WebMD desires to license to the Company the right to use the WebMD Content for the purpose of using, displaying and publishing the WebMD Content in any television, print, electronic or other medium now know or hereinafter developed, owned or operated by the Company and/or its Operating Companies (other than a Web Site) (individually a "News Channel" and collectively the "News Channels").


NOW, THEREFORE, in consideration of the foregoing premises and the agreements and covenants herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:


ARTICLE 1


DEFINITIONS


All capitalized terms used in this Agreement without definition shall have the meanings ascribed to such terms in Exhibit A.


5


ARTICLE 2


CREATION OF LICENSE RELATIONSHIP


2.1 GRANT OF LICENSE. Except as may be prohibited or otherwise limited by the terms of any other obligations binding on the WebMD Group, other than obligations that were incurred with the primary intent to frustrate the purpose of this Agreement, and subject to terms and conditions of this Agreement, WebMD for itself and on behalf of the other members of the WebMD Group hereby agrees to provide, to cause Controlled Affiliates to provide, and to use commercially reasonable efforts to cause Non-Controlled Affiliates to provide, to the Company a non-exclusive license (the "License") during the term hereof throughout the Territory to:


(a) use, copy, translate, display, publish and transmit
the WebMD Content solely for the purpose of developing and operating
the News Channels; and


(b) subject at all times to the obligations and duties of
the Company contained herein, sublicense only to Operating Companies
the rights granted hereunder; provided, however, that the Company shall
(i) obtain WebMD's prior written consent to each such sublicense (other
than with respect to Operating Companies directly or indirectly wholly
owned by the Company); (ii) obtain from such Operating Companies a
written instrument approved as to form and substance by WebMD, pursuant
to which each such Operating Company shall agree to be bound and comply
with the terms of this Agreement and (iii) at all times remain fully
liable for the actions of its Operating Companies. Operating Companies
with respect to which the foregoing conditions have been satisfied
shall hereinafter be referred to as "Sublicensees." The Sublicensees
shall be prohibited from granting any further sublicenses of the rights
granted hereunder to any other Person without the express prior written
approval of WebMD. WebMD agrees that any consent or approval required
by it under this Section 2.1(b) will not be unreasonably denied or
delayed and that WebMD will cooperate with the Company in completing
any approval process required hereunder in a reasonably expeditious
manner given the facts and circumstances pertaining to such approval.


As used herein, "Controlled Affiliates" means any corporation or other entity more than 50% of whose outstanding voting securities or other equity interest are directly or indirectly owned by WebMD; "Non-Controlled Affiliates" means any corporation or other entity in which WebMD directly or indirectly has a greater than 20% but no more than 50% equity interest.


2.2 SCOPE OF LICENSE; RESTRICTIONS ON USE OF WEBMD CONTENT.


(a) The License granted hereunder is non-exclusive and
the Company agrees to use the WebMD Content in accordance with the
terms hereof and solely for the purpose of engaging in the Licensed
Activities. The Company acknowledges that the grant of rights hereunder
excludes the right to use the WebMD Content in connection with (i) the
development or operation of any Web Site similar to the WebMD Site or
the development or operation of any Web Site which is otherwise
targeted or marketed primarily to health professionals anywhere in the
world; or (ii) the development or


6


operation of any Web Site which is intended to display directly or
indirectly (through links or otherwise) health or medical content as a
distinct feature, section or subject matter anywhere in the world or
(iii) use the WebMD Content in connection with any Web Site described
(i) or (ii) above. The parties hereto agree that the covenants and
agreements set forth in this Section 2.2(a) are in addition to the
restrictive covenants set forth in Section 10.1 of the Strategic
Alliance Agreement. Additionally, the Company acknowledges that any
sublicense of the rights granted hereunder shall be strictly limited in
accordance with the terms hereof.


(b) The Company acknowledges and agrees that the scope of
the License granted hereunder is limited by and is subject to any and
all of WebMD's preexisting obligations, other than obligations that
were incurred with the primary intent to frustrate the purpose of this
Agreement. Accordingly, the Company agrees to conduct the activities
hereunder in accordance with all such limitations or restrictions which
may exist of which the Company has received written notice.


(c) Notwithstanding anything to the contrary contained in
this Agreement, WebMD shall have no obligation whatsoever to license to
the Company, or to authorize the Company to sublicense any of the
rights granted hereunder with respect to any particular country unless
and until WebMD shall determine, in the exercise of its reasonable
discretion, that (i) such country's laws afford adequate protection of
WebMD's interests in or ownership of the WebMD Content, WebMD Property
and WebMD Logos (collectively the "WebMD Intellectual Property"), and
(ii) the use of the WebMD Intellectual Property (or any part thereof)
in such country will not violate any Requirement of Law or expose WebMD
or any of its Affiliates to any unreasonable risk or liability which
might arise as a result of the use or display of any of the WebMD
Intellectual Property in such country. In its exercise of its
reasonable discretion under this Section 2.2(c), WebMD shall have the
right to request from the Company or a Sublicensee an opinion of
counsel or such other information to WebMD's reasonable satisfaction
opining about or providing such other information on a Requirement of
Law or such other matters relating to the protection of WebMD's
interests as WebMD may request, such opinion or information to be
obtained at the Company's or such Sublicensee's expense. WebMD agrees
to exercise its rights in the preceding sentence in a reasonable manner
so as to avoid unnecessary delays or interruptions in the business of
the Company and the Sublicensees.


2.3 GRANT OF RIGHT IN WEBMD LOGO


(a) WebMD Logo. WebMD hereby grants the Company a limited
non-exclusive license to use the WebMD logo in the form appearing in
Exhibit B attached hereto and any other WebMD marks, logotypes, or
brand identifiers as WebMD may provide to the Company from time to time
(collectively, the "WebMD Logo") during the Term of this Agreement.
Such license is granted solely in connection with the Company's rights
and obligations under this Agreement. All such uses will be in
compliance with WebMD's written trademark guidelines as provided by
WebMD to the Company from time to time. The Company will also be
allowed to use and reproduce the WebMD Logo for the promotion of the
WebMD Content, although to the extent such


7


promotions involve media placements outside of the News Channels, then
the Company will only be allowed to make such uses and reproductions as
WebMD may approve in writing in advance of such promotion or
promotions.


(b) Limitations. The Company agrees that it will not in
any way suggest or imply by the use of the WebMD Logo that the News
Channels or any of their respective products or services are affiliated
with, endorsed or sponsored by or created in association with WebMD
except as agreed by WebMD. The Company acknowledges that WebMD owns all
right, title and interest and to the WebMD Logo and retains all rights
with respect thereto. The Company agrees not to do anything
inconsistent with such ownership and all uses of the WebMD Logo will
inure to the benefit of and on behalf of WebMD. The Company further
agrees that it will not attack or assist others in attacking the title
of the WebMD Logo.


(c) No Violation. The Company acknowledges and agrees
that:


(i) it will not register any WebMD Logo;


(ii) it will not knowingly permit any third party
to use any WebMD Logo unless authorized to do so in writing by
WebMD in this Agreement or otherwise;


(iii) it will not knowingly use or permit the use
of any mark, name, or image likely to cause confusion with any
WebMD Logo other than the WebMD Logo itself unless authorized
to do so in writing by WebMD; and


(iv) all goodwill associated with the Company's
use of the WebMD Logos will inure to WebMD.


(d) Prior Approval. The manner and form of use of the
WebMD Logos will be subject to WebMD's prior written approval, which
approval will not be unreasonably withheld or delayed following its
receipt of a sample, mock-up or other suitable example which provides
a fair representation of the proposed use of the WebMD Logo concerned
and indicates the context in which the WebMD Logo is to be used. Once
a use of a WebMD Logo is approved for use under certain
circumstances, then it is agreed that the Company may subsequently
make substantially similar uses of the WebMD Logo under similar
circumstances, but only until WebMD revokes or limits its approval
which it may do at its sole discretion. The Company will conform to
any alteration or revocation of the approval as soon as is
commercially reasonable.


The license granted pursuant to this Section 2.3 may be terminated by WebMD upon a material breach by the Company, or any Affiliate of the Company or any Sublicensee, of any material agreement, covenant or obligation under this Section 2.3, which breach, if curable, remains uncured for a period of sixty (60) days following the Company's receipt of written notice from WebMD of the existence of such breach.


8


2.4 NO OTHER RIGHTS GRANTED. Apart from the rights licensed under Sections 2.1 and 2.3 above, this Agreement does not grant to the Company any right to engage in any activity other than the Licensed Activities, nor any ownership right, title, or interest, nor any security interest or other interest, in any of the WebMD Intellectual Property or any proprietary rights relating to or created from such WebMD Intellectual Property or any de
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  18.212.243.191