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Contract 46631
CITY SECRETAW CONTRACT NO. 3 FORTWORTH. April 15,2015 Ann Heidger Account Manager,Thomson CompuMark 22 Thomson Place-30T3 Boston,MA 02210 vla electronic mall: ann.heidger®thomsonreuters.com g: Compumark.us@thomsonmuters.com Re: Worth Reading 365—U.S.Design Search Order Dear Ms.Heidger, This letter sets forth the agreement between The City of Fort Worth, Texas (the "Clgj and Thomson CompuMark whereby in accordance with the attached exhibits,the City hereby places an order for the purchase of the U.S. Design Search at the quoted price of $615.00 (further described in the attached Exhibit A) for the attached design, entitled Worth Reoding 365 (Exhibit B),which the City intends to file for Federal Trademark protection under class 041— libraries. Pursuant to the City's negotiations with you,to the extent permitted by law,the City agrees to all provisions of the attached Thomson CompuMark General Terms and Conditions(v3.2)(US Law English Language) with the omission of provisions 6.1.2 and 6.2 and the amendment of provision 12.10 to reflect a choice of Texas law(Exhibit Q. Exhibits A,B, and C are attached hereto and incorporated into this letter agreement. n Please note that as a municipality,the City is a tax-exempt organization, and therefore no taxes m should be incurred or assessed as part of this transaction. m Please address any invoice for payment to: v City of Fort Worth ATTN:Tracey McVay,City Attorney's Office i" 1000 Throckmorton Street Fort Worth,TX 76102 N Tel:817-392-7600 Fax: 817-392-8359 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX OFFICE OF THE CITY ATTORNEY The City of Fort Worth *1000 Throckmorton Street*Fort Worth,Tums 76102 817-392-7600*Fax 817-3924359 Please confirm receipt and acceptance of this order by countersignature of an authorized representative of Thomson CompuMark below and returning the signed document to the fax listed above. If you have any questions or concerns regarding this order, please contact Maleshia Farmer, Senior Assistant City Attorney via telephone at 817-392-7887,via fax at 817-392-8359,or via e- mail at Maleshia.Farmer©fortworthtexas.gov City of Fort Worth Thomson Compumark: By 7 44, . By: - 4 Q�.,...- Fernando Costa Name: -��/�c�c tcrJ+ly��J/I Assistant City Manager Title: . �ii�rrE �rc�rr Date: .4 Date:Date: d) MC- Approved as to Form and Legality: Attest: By: _ By: _. Maleshia Armer Mary J Senior Assistant City Attorney City Sec FOFFICIALRECORDRETARY FT.WORTH, TX OFFICE OF THE CITY ATTORNEY The City of Fort Worth * 1000 Throckmorton Street*Fort Worth,Texas 76102 817-392-7600*Fax 817-392-8359 U.S. DESIGN SEARCH Exhibit Determine the availability of your design trademark or logo In the U.S.We search your design,trademark or logo against visually similar marks In our database of USPTO design mark applications and registrations.Our proprietary,enhanced design coding enables our analysts to deliver more precise,accurate and relevant Image results. Features Our U.S.Design Search provides the comprehensive information you need to: •Avoid Infringement of existing trademarks/logos •Support trademark litigation by identifying design marks that advance your client's position •Assess whether your mark is clear for use and/or registration •Assess the strength of a design mark for acquisition or licensing purposes Using our own proprietary database of U.S.Federal(USPTO)design trademark applications and registrations,we cite Identical and closely similar design trademarks,in the goods and services classes you specify. We go beyond the USPTO coding process and add supplemental design code categories to Identify the most relevant results. Our designs database is updated daily for the most-up-to-date results.Our experienced analysts review your search results to select the most relevant citations,saving you time. Pricing cum 3 Day Next Dry Same Day 4 Hour ». .....................................»............................................................................................... »................... One dans 5615 $985 $1,335 $1,630 .»Two tl�ses.....................................». 85................,$18365...........»..»�+�5..............5�3�.,............ .... ....»»..».....................................».»....»»..»...................»......»..........,,...............................................I......».... Three classes $1,135 $1,745 $2,435 $3,020 . »......».............................»o�,3Z5 $2,050............... _............58453,52.. ...............5 .............. 4-9 classes (related class/Industry) _ ,.10-20 classes.»...................................$1640................52,510................ »$3,370...............S4,Z50............. (related class/Industry) .....»»....................................................................................................................»........................I............................- All classes $2,035 $3,075 $4,250 $5,485 • If U.S.Full Search and U.S.Design Search are ordered simuthmousty than a 10%discount MU be applled. WEB COMMON LAW DESIGN SEARCH Locates identical and confusingly similar logos and designs on the web.Our Web Common Law Design Search provides In-depth coverage of Image search engines and other web sources to deliver the relevant results you need to assess potential conflicts, Pricing Product 3 Day Nod Day same Day 4 Maur ».,.»....»».....».»»......... .......................,.........,......................»».,......,..........,......................,..................»...............,. Web Common Law $450 $630 $910 $1,T75 Design Search Visit us onUne:trademarta.thomsonreutemcom EmaM:aompunwrk us6thornsonreutemcom Pham(800)642-8833 8 SEARCHING-FULL SEARCH Exhibit"B" Worth Reading 365 Description:The mark consists of a book illustrated by three open pages superimposed over the word "READING"with the phrase"#wr365"superimposed over the bottom right of the image;the word "WORTH"is positioned to the left of the word"READING"along the vertical line of the capital R in the word"READING." Class of Use:041—libraries OFFICE OF THE CITY ATTORNEY The City of Fort Worth *1000 Throckmorton Street*Fort Worth,Texas 76102 817-392-7600*Fax 817-392-8359 i THOMSON REUTERS Exhibit"G" INTELLECTUAL PROPERTY&SCIENCE THOM80N COMPUMARK TERMS AND CONDITIONS(v&2)(US Law English Language) 1 DEFINITIONS AND INTERPRETATION 'End Date means the Find Date specified in the Cover Sheet, 1.1 inthis g Agreement, thfollowing cepl� ms Zed terhave the 'E ton stithortsecl he a of the Products nService within scope specified In the 'Afnilata'means in reWion to any Party,any Person that from COVer Sheet time to time,draegy or indirectly Controls,Is Controlled by,or 'Fees'mew the fees payable by Client as set out In foe la under common Control with that Party,or that is a successor applicable Cover Sheet or. where spedlled In the Cover (Including,w 1hout limitation.by change of name,dissolution, Sheaf,the Transactional Prices as set out In the than cur ant merger,ccnsoldation reorganization,sale or other deposQbn) Product Guide; to any such Person or Its business and assets and In relation "Intellectual Property Rights"rteans al patents,copyrights, to TR entitiesinclt es from Thomson Reuters Corporation or erg entity design rights, database rights, trademarke, service maks, p rent co that tram time to f d Is/aro toReparent company or trade secrets,�s in know-how and Confidential IMormaton, parent companies of any of tie Thomson Beaten group of companies(each a*Thomson Reuters Parent Company✓')end Image rights,morel rights or similar personal rights and any PQ the rospectve direct or Indirect subeidiarlee of any other Intellectual property rights (whether registered or Thomson Reuters Parard Compeny, tareglstered)and all applications for the same, anywhere In the world; 'Authorized Affitats'means any Affiliate of Client listed in Me applicable Cover Sheet and specifically given autfhorkatan 'inttal Term' means the NOW lens far the provision of a by Client to use Products and Services under the Agreement Product or Service, if ad out In the applicable Cover Sheet, which shall start and end on the dates specified In the Cover 'Agreement" means time Tarns and Conditions together Sheet; with the applicable Cava Sheet; -Login Details'means the ur"s user name and password 'Cialme means all damages, claims, sults, Wiens, used by any End User to access a Product or Service as Judgments and costs and expenses whatsoever, Inncluding required by Thomson CompuMark to vsffdale access and reasonable legal fees and coat arlsi g out of ary other details concerning access to the Product or Service and proceedings,dshM disputes or actions(whether threatened Its login process. Login Detalls shall be considered Thomson or commenced); CompuMark's Canfldential Information 'Clear moans the Person ktenflfled as the Client In the Cover 'Party'mew a party to the Agreen a t; Sheet and any successor in Interest to such Person(Ihducift *Person'; meas shy corporation, company, Joint value, without limitation, ou tati n, by change of nouns, dissolution. merger, liability pnny� g� enSy consolidation reorganbagon,ads or otar depos!"; gmW. limited unincorporated association%WK association or other entity or 'Client Information': meas any trademark,good0ervices, individual; property, its or similar information provided by Client In 'Produar means products provided by Thomson CampuMsrk, connection with any order for Products or Services; Inducing but not IbnSed W to online products provided via 'Confidential Information' means m all Information of a the SERION aid SAEGIS plador s (erg. SAEGIS Cusiom confidential nature concerning the trade seaels or business Search),Brandy Online.Domain Management System as well dealings, pridrg, plans, procedures, products, services or as any docunentsgon end ashy Cadent provided in connection strategies of a Party,Its Affiliates and third parties to whom with any Product or Service,detefls of which aro Included In that Party owes a duty of confiderm, pl)any document or the applicable Cover Sheet wWAcr, where Indicated In the I k rmaton designated as confidential,arra(IN)any Information Cover Sheet,In the Product Gulde; which by Its nature the recipient aught reasonably to conclude *Product Guido'means the annual pubtioaton of Thomson Is confidential Information, In all asses whether encrypted or not and Including M copies of the above on any media; CompuMark's Products and Services,as amended thorn time to time by notes on the Weballe (also referred lo In some 'Contort' means the trademark, copyright, domain name jurfsclWone os the Rate Guilds, Tariff Gulde or the Rales, andfor company shame and any related data that Is contained Products,Services Guide), wtift or provided alongside,a Product or Service; 'Remwai Tom* mew the fired re swel tern for to 'Contror and Its derivatives means the ultimate power to Movislon of any Product or Service beyond the Irddal Term, direct or cause the dkaction of the maegernent or policies of which AM be twelve(12)rnordhe unless otherwise act out on an ently,whether trough the ownership of voting secwrites, the Cover Sheet for that Product or Service; by contract or olherwise; 'Services'means services provided by Thomson CompuMark "Counsel"means an attorney,lawyer,law firm or trademark Including. but not limited to. screening, ae" and watch oouned Identified by Thomson CompuMark In a jurWdrtiorh of services.In use ate,facilitation of legal services,reports. Intereel to Chert; document retrieval services and any maintenenhoe, support, 'Cover Sheet' means a cover sheet, order oonfimnatbn, tmkft or oorsullerwy services,details of which are Included In the applicable Cam Sheet arhdlor,where Indicated In the online order form or such other document secuted or gam Sheet,his the Product Guide; otherwise agreed to by Client (whether In writing or alectrarhicefiq) which defaIs Products and Services to be "Subscription Database meals any Thomson CompuMark supplied by Thomson CompuMark to Client and Incorporates detabese to which Client subscribes as set out In the Cover these Terns and Conditions by reference; Sheet; 'Effective DeW means to data an which the Cover Sheet Is 'Term'means,In rotation to a Product or Service, the Initial approved by the Client Tern together with any Renewal Term(sk,, IP S Science-Thomson CompuMok General Tema and Conditions(4.2)(US Law English Language) Page 1 of 6 I r Ii 1 'Thomson CompuMark' or "TR' means the Thomson 3.4 Without pmk d>ce to Its other rights end remedies,ether Party Reuters entity so identified In the Cover Sheet may terminate the Agreement wiQr immediate effect by written f "Tracts Controls taws"means the export controls and notice to the other Party WOW the need to sand a prior economic sanctions laws d any Jurisdiction,Including those d formal demand lever, without prior Court authorization end the United Stales of America and the European Union and Its olliter P rtyoblIn I ion to pay compensation of atlon ru Agreement an el K the stiller Party b in material broach d the Agreement and elf er Q) Member Stales. that breech Is Incapable of remedy within thirty(30)days of the 'Trademark Spedallar means an attorney or a low firm or date ofsuch rrofica or the Party In breach has failed to remedy f trademark specialist or consultant engaged primarily in the the breach within thirty(30)days after receiving wriften notice ! practice of low or trademark consultency; by the non-breaching Party requesting that the twood ng Partyremody such breach; f 'Transactional Prices' means the tractlonol prices for position with ri�r,;� other party enters for nsaInto e (NQ cowl order is made for the � Products and Services published In the than-carrell(Product wfnft up of the other party; Qv) an effective resolution Is Guide. Transactional Prices are subject to change and do not passed for the winding up of the company(other than for the Include any discounts or taxes which may apply;and purposes of amalgamation or reconstruc8oro; (v) the other "Usage Cep"shag mean lhe'Usage Cap'(or etemaltvely the party has a realver, manager, administrative r000lver or i "Subscription use L lmfr)set out In the Cover Sheet. unable to pa theirappode Insrespectthey f 11 or r It the other party Is unable to pay their debts m tipsy tan due lir Its assets are worth � 1.2 In the event of arty conflG between the Cover Sheet and these lass than its liabilities on a below shoot best ; Terms and Conditions, the Cover Sheet alid prevell unlessotherwise agreed by the parties 3.6 Thomson CompuMark may!eminate the Agresmorri or the provision of any particular Product or Service Q)with Immediate 2 PROVISION OF PRODUCTS AND SERVICES effect if any Person which is a competitor of Thomson 21 With effect from the Effective Dab,TR will provide the Products CompuMark acqukes Control of Cfierd,or(n)when Thomson to andfor shall procure the performance d the Services for Camas raga ceases general provision d a Product re Service. Client in accordance with and"Jed to the provisions d the In this regard,Thomson a Client In Shan arae etl reasonable Agreement but subject to any provisions In the Cover Sheet. endeavours to comeorm general the Cfislo N a trodu manor off is decision b Deme general provision d a Product or Service. � 2.2 Client shag at all times: 3.5 UPON TERMINATION OF THE AGREEMENT OR THE i 2.2.1 provide TR In a timely manner with Information, PROVISION OF ANY PRODUCT OR SERVICE UNDER i specifications or Instructions of sufficient detafi,accuracy CLAUSE 3.4 AND 3.5 WHERE SUCH PRODUCT OR and completeness as reasonably required by TR;and SERVICE IS PROVIDED ON A SUBSCRIPTION BASIS iF i 2.Z2 use lig reasonable efforts to perform any additional CLIENT HAS PRE-PAID ANY FEES FOR THE RECEIPT OF A I abngalions specified M the Cover Sheet M a finely TERMItNATED PRODUCT OR SERVICE ON RESPECT OF S manner. ANY PERIOD FOLLOWING THE TERMINATION DATE, i THOMSON COMPUMARICS SOLE LIABILITY TO CLIENT IN 2.3 Where any Client briormation is the subject of any Product or RESPECT OF SUCH TERMINATION SWILL BE TO REFUND Service,such Product or Service shall be provided and be valid THE FEES ALLOCABLE TO THE PROVISION OF THAT only M respect of the particular Client Information provided by PRODUCT OR SERVICE FOR THE PERIOD FOLLOWING Client to TR. If any Client information that Is the subject of any TERMINATION. Product or Service changes In any way and the Client roglikes the Product or Service to be provided In rotation to such 3.7 Upon lernlnation or expiry of this Agreement for ary reason or dwiged Client Inbnnalion, the Client shall order ■ new the date on which a Product or SwAce Is discontinued Product or Service in rdatien to such charged Client pure lit to clause 3.5,Client shelf Immediately cease access Information. to and use of at of Thomson CompuM&Vs Confider" 2Acnrsrd'a rights of use d the Products. Services and Content burIrdormation end Clienre doom to access Products Will ntent shell be capped at the Usage Cap set out in the Cover Sheet(if pa ided save that be Clot lo Laineentitled b retain continues of a used �)• provided that it ism been obtained and coniknues to be used within the limits proscribed at clause 10. 3 TERM AND TERMINATION 3.1 The Agreement will commence on the Effective Date end 3.8 Clauses 3,4, 5, 8, 8, 10, and 12 will survive termination or (except where a Term Is;Indicated an the Cover Sheet) will expiration a the necessAgreeary for for any mason,together with any continue (unless lawkily terminated) urd at Services have tier disuses necessary for line Interpretation lir enforcement d been performed and the Products have been provided and the Agreement. Client has paid the Fees due In respect of those Products and 3.9 Termination d the Agreement or d the p vAWM d a Product Services('Non Fixed Tom Contracts'). or Service Will not affect any rights accrued at the date of 3.2 For those Products and Services that are pvvkMd for a fixed mini mxn Tenn,the Agreement will mq*e at 9m and at that 4 WARRANTIES Term,leve where the Cover Sheet opecilles that the Product or Sella Is aulpfaat to a Renewal Tenn In which case ether Party 4.1 Thomson CompuMark warrants that t has the right to grant all may terminate such Product or Service by givingb the other licences granted by Thomson ConnpuMauk to the Client under not leas than thirty (30) days' vninan notloa {"Tsrmknatfon to Notice")before the end of the expiry of the Tenn then In fours ("Expiry Date"),falling which the Agreement shell continue for 4.2 Thomson CompuMark warrants that k shall use commercially the Renewal Tenn automatically("Fixod Tone Contracts'), reasonable endeavours to provide the Products and Services In 3.3 For Fixed Term Contrails, TR m vary the learns d the accordance with industry standards using personnel hating Agreement for a Renewal Tern subject b first providing the reasonably ale weft experience, quaith the arid Client with written notice d such variation at least tory five(45) Soot. and substsuiis{ly te accordance with tine Carer days prior to the Fairy Date of the than current term. The Agreement shall continue as varied into the Renewal Term 4.3 H Client notifies Thomson CompuMark within thirty(30)days of union validly terminated In accordance with clause 3.2 above. dslvery of the deliverables supplied In connection with the Products andbr Services being supplied under this Agreement IP&Stenos-Thomson CompuMark General Terms and Conditions(v3.2)(US Lew English Language) Pegs 2 of 6 of any blue by Thomson Comp~ to comply with the 6.6 NEITHER PARTY WILL BE LIABLE IN CONTRACT, TORT lens of the warranty at dam 4.2 above, Thomson ONCLUDING NEGLIGENCE)OR OTHERMSE FOR: CompuMuk 00 use commercially reasonable aft ts bra 66.1LOS8 OF PROFITS, BUSINESS. OPPORTUNITY, perform the Services andfor ooman t tie dail erablss (as REPUTATION OR ANTICIPATED SAVINGS the Services o Thomson Cw delverk l mrAthi bra oneb(swbm (EXCEPT IN RELATION TO CLIENTS OBLIGATION the Senrlees ear b correct bre delhraraWa wNlrkn a rasoreble TO PAY THE FEES); period of time,Thomson CampuMark dial promptly rotund b Client any Fees paid In advance far the applicable Products or 6.6.2CORRUPTION,ALTERATION,DAMAGE,LOSS OR Service and TR at its option,may immediately lerminals the MISTRANSMISSION (AS APPLICABLE) OF Awsanent. THE LIMITED REMEDY SET FORTH IN THIS CLIENTS OR ANY THIRD PART" DATA, h PAUSE 4.3 SHALL BE CLIENT'S SOLE AND EXCLUSIVE SOFTWARE,HARDWARE OR SYSTEMS; II REMEDY FOR ANY BREACH OF THE WARRANTY SET OUT IN CLAUSE 4.2 6.6.3LOS8 OR DAMAGE RESULTING FROM THE INADEQUACY OF SECURITY OF DATA DURING 4.4 Each Party warrants to the otter Party that it has authority to TRANSMISSION VIA PUBLIC ELECTRONIC enter Into the Agreement and that the entering Into the COMMUNICATIONS NETWORKS OR FACILITIES, AWwnwt and the parlormence of Its obIlptlons under such IN EACH CASE WHETHER DIRECT OR INDIRECT,OR Agreement will not violets any appkWA Iowa, directives, regutolorts, odw stehAory or kvi ldive provisions or LIIAANY OTHER INDIRECT OR CONSEQUENTIAL mandatory codes of conduct In force from dme to dme. LOSS OR DAMAGE HOWEVER SUCH INDIRECT OR CONMUENTIAL LOSS OR 4.6 Chad warrants that it hes al necessary rights b provide to or ARISE EVEN F SUCH PARTY O DAMAGE OF ITS share with Thomson Con p*Awk any Inlan. AFFILIATES HAVE BEEN ADVISED OF THE documentation or matadets Of any)for the purpose of Thomson POSSIBILITY OF SUCH LOSSES. CompuMark providire the Products and Services and that any 68 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF data containedwithintime same shall comply with sit applicable EITHER PARTY AND ITS AFFILIATES ARISING OUT OF OR data protectionbpbtstlon. M CONNECTION WITH ANY AGREEMENT EXCEED,IN ANY 6 EXCLUSIONS AND LIMITATION OF LIABILITY 12-WNTH PERIOD, THE FEES PAID OR PAYABLE BY 6.1 EXCEPT AS SET OUT IN THIS AGREEMENT, ALL CLIENT TO TR UNDER SUCH AGREEMENT DURING SUCH WARRANTIES, TERMS AND CONDITIONS WHETHER 12-MONTH PERIOD. IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, 6.7 Clauses 6.3,6.4,6.6,and 6.6 shell: ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED 6.7.1 not appy In relation tr()each Party's obit on to BY LAW, INCLUDING ANY WARRANTIES, TERMS AND Indemnify the other Party under We Agreement and CONDITIONS AS TO ACCURACY, RESULTS,TIMELINESS, COMPLETENESS, DESCRIPTION, MERCHANTABILITY, (1)any liability arlsing out of or M connection with SATISFACTORY QUALITY AND FITNESS FOR A Clent's Infringement of any Intellectual Property PARTICULAR PURPOSE Rents in the Services or in the Products,or Cllent's u aufhortzed use of the Products;and 6.2 THE PRODUCTS WILL BE PREPARED AND THE SERVICES 6 7.2 subjerx b dousems 6 7.1, apply y equally b Tits PERFORMED USING THE PARAMETERS SET OUT IN THE Affiliates and aParty Suppes ll such third COVER SHEET OF APPLICABLE)AND THE EXPERTISE OF TR'S EMPLOYEES AND CONTRACTORS WHILE parties was TR REASONABLE AND CUSTOMARY CARE IS TAKEN IN 6.8 Nothing in this Agreement excludes or knits abler Perys CARRYING OUT THE SERNACE8, TR MAKES NO Iyyilty for dab,parsongi Mtsy suiting from b negligence, WARRANTY OR REPRESENTATION AS TO THE fes,o any odw MOW to the adept Ent such Ub6tgr carrot ACCURACY,COMPLETENESS OR CORRECTNESS OF ANY be erxkrded or ilia' by appllcabis law. PRODUCTS, THE DATA SOURCES SEARCHED OR THE RESULTS OBTAINED TFEREFRON(, NOR THAT ALL 8 INDEMWTiES ERRORS IN THE PRODUCTS WILL BE CORRECTED, 6.1 Subject b deur 6.2 6.3 CLIENT UNDERSTANDS THAT TR DOES NOT PROVIDE 6.1.1 TR shah defend,I derniWy end hold Client hermless ADVICE,WHETHER OF A LEGAL,FINANCIAL,MEDICAL OR from and apdrmst any third party Claims wishg as a OTHER PROFESSIONAL NATURE THE INFORMATION, r=*of Tit's Ixssch of the warranty sat out In dam MATERIALS AND OPINIONS OF ANY)CONTAINED IN THE PRODUCTS ARE FOR GENERAL INFORMATION 4.1; PURPOSES ONLY,ARE NOT INTENDED TO CONSTITUTE 8.1.2 PROFESSIONAL ADVICE, AND SHOULD NOT BE RELIED gfplalso ON OR TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE RELEVANT TO PARTICULAR CIRCUMSTANCES. loom; 0) that use of say lAb"Wan AF mnisdals NEITHER TR NOR ANY OF ITS THIRD PARTY SUPPLIERS SWILL BE LIABLE FOR ANY LOSS THAT MAY ARISE FROM ANY RELIANCE BY CLIENT,OR ANY THIRD PARTIES,ON THE INFORMATION OR OTHER MATERIALS CONTAINED PQ IR POOP"Of GNOWS,OF My*dFd PWS,Use 0 IN ANY PRODUCT OR SERVICES. 6A CLIENT ACKNOWLEDGES THAT THE SERVICES MAY BE BASED AND RELY ON O) INFORMATION PROVIDED BY 6,2 CLIENT, OR A THIRD PARTY ON BEHALF OF CLIENT, O9 RESOURCES PROVIDED BY CLIENT, OR OIq OTHER FACTORS NOT WITHIN THE CONTROL OF TR IN SUCH CASES, TR SHALL NOT BE RESPONSIBLE FOR ANY BREACH OR NO"ERFORMANCE THAT OCCURS DUE TO SUCH INFORMATION,RESOURCES OR OTHER FACTORS 8.3 A Party seeking to rely on an Indemnity under the AWeement OUTSIDE OF TR'8 CONTROL rChdming Party')may only do so provided that It promptly noUlre the other Party eindemmBying Parto of any such 11 1 1 (I) does not, without the IndemrdykV Part's written IP 6 Science-Thomson CompuMerk General Terms and Conditions(4.2)(US Law English language) Psge 3 d 6 consent, do or w*to do anything,or make any adnlssbn, permitted by law.where such rights cannot be which matedely prejudices the Indemnifying Party.defence of modified by agreement; such dahM and(5)takes al reasonable steps to midgets any 0 6 2 allow any norrEnd users b access any Productloss or damage b the third party claimant or Contort, mccept as expressly permitted in 8.4 In the event an injunction Is sought or obtained against the clauses 9.1 and 9.2; Claiming Party and where the Claiming Party is Clank TR may, 9.6 3 create derivative databases or other works at tis sob option and expense:Q)procure for Chard the right b 000we using the affected Product;n9 replace or modify the wfia0ar using all or some of the Co tent;or(IQ affected Product so that 1:does not Inkkgs;or(111)terminate otherwise use any Pnhoduc (or any portion or this Agreemert In respect only to the affected Product and derivation of the Content)In any other product or provide to Chant a pro-rata refund of the Fees allocable for service;or such Product for the period from the termination date b the end 9.6.4 disclose the Login Details to any third party or of the pro-pold period Of any),as determined by TR. allow any third party to use the Login Details to access a Product (whether on an End User's behalf or omen ise). 7 CHANGE CONTROL 9.6 The Products and Services may Include, andfor Thomson 7.1 If Either Party requests changes to the Products andfor the CompuMark may provide or fact itale access to, Gird party Services, the other Party will consider such request but no mvIces including innks to third party web rites. Thomemh charge shall have aged unless and until each party approves CompuMek Is not responsible for,and does not control,such such charge request In writlrg. tlird party servlme and the Client uses them at Its own risk. 8 INTELLECTUAL PROPERTY 10 CONFIDENTIAL INFORMATION 8.1 Clard acknowledges that al Intellectual Property Rights in the 10.1 Each Party(the"Receiving Party)shah keep any Confder6al Products and Services are owned by Thomson CompuMerk or Information received from or belonging to be other Party or he Its third party providers. Subject to clause 8.2, Thomson Afiliales(the'Disclosing Partin confidential and,without the CompuMark neither assigns any Intellectual Property Rights prior written ocrmwit of the Discloeing Party, the Receiving nor grants any licenses or rights in respect of the Products or Party shell not Services to Chant 1061.1 disclose such Confidential Irformedicn to any 8.2 Chant grants Thomson CompuMark a did , royefty-free Person except to those of the Receiving Partys license to use the Client Information as necessary in order to (or Its Affiliates) directors, managers Mini Na obligations to provide the Products and Services. employees,suppliers,contractors or agents who Save as expressly eel out In this Agreamert, Chant neither are bound by con6def illy obligations and assigns any Intellectual Property Rights, nor grants any where dlsdosure Is necessary to perform its incenses or rights In reaped of Clent Infos atlon to Thomson oftallo s or exercise Its rights under the CompuMark. Agreement;or 9 USE OF PRODUCTS AND SERVICES 1061.2 use such Confldendal Inforrmation other then to to 9.1 under this Agreement.Subject to clauses 9.2 and 9.3.Thomson CompuMark grants performree mett. ant. or eucerctee its rights Clent a halted, non-escudve, ran-franeferebie, worldwide license to use the Content for Glad's Internal business 10.2 The restrictions ant forth above shall not apply to any purposes to the extent required for the proper enjoyment of the Confidential Information to the extent that such Confidential Products and Services, In accordance with the incense rights Informed= and restrictions set out In the Cover Steel. 10.2.1 In or becomes garandly and fresiy available to 9.2 In relation to each Product for which an End User is Iosnsed, the public though no fault of to Recelving Party such Fed User may access,download and/or print reasonable or its AMetes. employees. contradore or amounts of Content as required for his or her own work use agents,or and Clients Internal purposes. 10.2.2 can be shown to have been independently 9.3 Chant shall not offer for sale or resale any of the Products, originated by the Receiving Ps* or Services or Content, nor may Chant use them In order to communicated to it by a third party on a non develop products andfor servioes that could be deemed to coi entid basis provided that such third party compete with the business of Thomson CompuMark or Its did not breach a confidentiality obligation in AffMfales, save Bat where Clem Is a Trademark Specialist it making such communication to the Receiving may supply copies of the Content b Is own clients provided Party. such distribution In Incidental to the provision of the advisory 10.3 In the suet that the Receiving Party becomes Isgahy services for which such Clent has been engaged compelled (or requested by an apph-1 In regulatory body)to 9.4 In each Instance where Content Is distributed,plant shall both disclose any Confidential information of the Disdcskg Party, acknowledge the source of such Content and Include the the Receiving Party wtl provide the Disclosing Party with following notice In a reasonably prominent manner: 'This prompt written notice (unless legally prohibited) so tint the material Is reproduced under a incense from Thomson Disclosing Party may ether m seek an order preventing CompuMark. You may not copy or re distribute this material in disclosure or such other appropriate remedy (and If the whole or In part without the written consent of Thomson Disclosing Party seeks such on order or remedy,the Receiving CompuMark.- Party, at the Disclosing Partys expense, will provide such 9.6 Except as otherwise authorised by Thorson CanPuM• cooperatlon as the DbdodM Party reasonably requests and Chert undedelm not 1%and b ensure that End Users will not ion Receiving Party p legally ode b provide),and/or(Ig waive campaance with the provisions of this clause. In to event that 9.d.1 use. copy. adapt, tranel te, modify, reverse such an order or other remedy Is not obfakw4 or If the engineer,decomple, disassemble, sub-Ilosrse, � Party welves Party compliance will shth the only portion f� eel or or C any Portion of a Product, ConOdential Information which Is legely required (In the Service or enY Conteh other than b the extent that they are expmedy licensed to do so rands reasonable option of Its legal Counsel). the Agreement or as otherwise expressly 11 FEES AND PAYMENT IP 8 Science-Thomson CompuMark General Terms and Condi6om(v3.2)(US Law English Laguape) Page 4 of 6 11.1 Clem wIA pay lie Fees for the Products and Services in 12.4 Failure or delay by either Party In exerdsing arty dolt or power a000rdanoa with the payment provisions specified In the Cover under this Agreemert will not oorstIbAs a waiver of such rytht Sheat. If the Fees are Isted as Transactional Prices or power unless agreed in writing pursuant to dam 127. established by reference to the Product Cful*they shall bed 12.6 Client shell not assign,sub lcerse or delegate any d its tights the rates published in the than current Product Guide that Is applicable to Cftfs julockli .Ghent shalt be responsible for or obligations under this Agrearent without the prior written the payment of el Feces,Including but not ilnted to.any Fees consent of Thomson CompuMork Thomson CompuMork may payable by any Authorized Aftlletee of Client and by any of assign, sub-contract or delegate all or any of Its rights or ClWa agents or roprowbilivas. obligations under the Agreement to any third party, provided that in the case of Thomson CanpuMark shall 11.2 If the Ckenra usage of the Products andibr Services exceeds remain responsible for the performance by its sub4onbactos the Usage Cap In the Cover Sheet,or if Client uses a database of such obligations under the Agnsrnent Any SOW 1.0%sub• not included In Client's Subscription Databases,the addlbonel lbsn Ug or delegation in broach of Rte dam 12.5 shad be usage will be Charged to Client an a Trans ceUansl Price basis. and and void. 11.3 Invoiced amounts are payable in full without deduction(whelher 12.6 Any notice glum under to Agramerd must be In English In by way of ad-4 cou lardelrc or otherwise)within thirty(30) writing, signed by or an behalf of the Party giving It and days of the date of the relevant Invoice.Invoices are payable In delivered personally or send by express courier or pm-pald the cu aincy stated in the Cover ShseL reglelered or certified post to the address set out an the applicable Cover Sheet(or as otherwise noRRed in Malting by 11AAK Fees are excluOve of applicable charges impasd by that Party by notice complying with the terns of this clause). govetnment or other n sales or v third art f mord ams not any Thanson CampuMwk shot be entitled to notify Client about conbased upon to net income of Thomson CompuMwK end renewal and prklrhp Inffor as nod by email to the small address Clam agrees to pay all such applicable Texas. If Client Is d Client's a notices will as treated by Client c ivedwritio from time obbW to withhold a deduct any porton d the Fees ten TR to time.At notices will be treated es being received on es date shell be entitled to receive from Cft t such amounts as will erre notice it recorded sae having been deiivarod. ensue that the net raatpt,after Tax,to Thomson CampuMark 127 The Agreertsnt contaUs the nth agreement of the Parties a In rasped of the Fees Is the some as It would have been were to its subject mater and supersedes any and all prior written or the payment not subject to tie Tax. oral egreonernts and understandings in relolion thereto.Client 11.6 Transactional Pries aro subject: to clangs Thomson agrees that any terms and conditions Incorporated Into any CompuMork will notify Client d any such pricing charges In Compass oder sub befordnede by it for he da of nce byThomsonrnext writing or by mailtrg Client an updated Product G4 We Client an t>elore a after the date d the Apemen may also alt Thorson CompuMork during business Faure to °hell not appy and are exprosay excluded. Each Party recent arrant prfdng Information, rated that In entering tions n Into the Agrserrhent k has not rec lied on ry representations nude by the other Party amt aro 11.6 Except where the Fees for any Rermwal Tarn(s)are specified not expressed In the Agrearnea This douse 127 shall not be In ger Cover Shat,Thomson CompuMark reserves the right to construed as excluding ether Partys liability In respect of any Increase the Fees pay"In rasped of any Renewal Tone, iaudubm statements. W~ that It ntiiles the Clem of such Inness (via an 12.0 Any arrsndment to Uta Agreerrsnt shall only be effect!"If In Irwolos or letter)not las then forty We(46)days pdw to the witting and executed by a duty authorized representative of and of the Initial Tenn or the thheth current Renawal Term(as each Party. ,ppilable). 11.7 A service charge d 1.6% par month or the highest lawful 1Z9 u any provision d lits Agreement p tetermUed to les l*W o Interest rata MAtcuver Is lower,may be applied to d amounts unenforceable by any caul te competent Jubdldthe k alai be not paid by the due date, which shat accrue daily an a provisionsdeemed s. have been delated without aftsctirg the rerraYirg compound basis and be payable monthly. Thorson State of axes CampuMerk reserves the right to suspend the provision of any 1210 This Agreement and any pule or date artsing out d or Products and Services urM such time as at such Fen and In connection with k or sub' matter or famallon(Including Ideroat thereon has been paid lin full mart conUachral disputes or e) will be governed by and construe11.0 if Client or any d Its Authorized Affiliates acquiree,merges with America to the d the Untied slates d or Is acquhed by anter compery such that the other aAa"a ata the without company,as a result d the transaction.Is or would be entitled Faro to its principles t the a conflicts d law. The Partes to use or nealve the Services andfor the Products under this Commorrwoollth irrsvoabty submit to the seclusive pabdi R d the the Agreement, TR shall be artlRed to revise the Fees to er IAassactn y of save that on may seek aocont for the subsequent Icroaaod stype d use vAM the i protect t Dear relief a shy other Jurisdiction M order b lams d the applicable i108M& 1 its Irhtslsdual Property Rights. 12 GENERAL Agreement, The Parties are Innn Independent connecters neither ers and the Apaertent,nor any of these Terme and Conditlos,aeales a 12.1 Neither Perry will be liable to the other for any failure or delay In partn8fship, )ol►t venters, employer-employee MWJWN hiR the pea f ..once of is obiigafts under the Agreement due to agency relationship, or franchise relationship between tie circ restonoes whirl by its nature could not have been Partles. Neither Party will have any right,power.or authority by foreseen,or,lf it could have been foreseen,was unavoidable. Mrd at the Agreement to enter Mo any agreement for or on behalf of,of ivxrr any obligation or labl ty of.or otherwise bknd, 12.2 At at tines duly the Term, of TR personnel carrying out the other Party. Services will remain subject to the overall Control of TR and to 1212 The Agreement may be ehahcuted via electranlc the tams of thele emplgymer+t or engagement by TR trsnsmIssian The parties may exchange signed coples of to 1Z3 Client agrees that during the Tenn and for twelve(12)morths Agreement by facsimile,e-md or other electronic means and thereafter It will not without the prior written consent of TR such signed copies shell be legally Weft dke* orIndirectly boy or engem or sow for 19 TERMS SPECIFIC TO CERTAIN PRODUCTS AND es employment or engagement any employee or contractor d TR SERVICES who Is or hbeen at any time directly involved in the provision of the Services or the Products. 13.1 Website IP$Science-Thomson CompuMork General Tams and Conditions(v3.4(US Law English Language) Page 6 d e AN use of Thomson CompuMwic Wald Wide Web pages 13.2.2 Opinions, risk assessments, Alrg services, located vwilhin Is subject domain recovery services and suntan legal services to the webafte Terms of Use, which are acceselble We our we provided by Counsel and are basad on the website at experience and knowledge of the respective Counsel. Clfent aoWwwWdges and agrees that the Counsel engagement terms and condltons and 13.2 Faciltatlon of Legal Services disclaimers shelf appy to such services. It is the 13.2.1 Thomson CompuMark provides search services Glenns responsbillty to review end understand the only,and does not provide any legal opinions or legal Counsels' tams and conditions of services. Clem advice. It is the Clenrs respa.lift to engage and Counsel are encouraged to oorsrdt each other Counsel in each Judsdidion. At Client's request directly if any haues or questions arise. Cllent Thomson CompuMerlt can facilitate Introducdans to agrees that t Is the rospondAftY of the C111ank and Client of various Cassel.By orlerkg Products and NOT Thomson CanpufAwk, to ensue any Services such as legal opinions, risk asses=nerie Cous"wit plvlfege Is maintained.Clent agrees trademark filing,domain recovery servIc s,or @Mlar that Thomson CampuAAark cannot be held fable In services talent authorizes Thorson Comp~to any way for to cotes of any of tis foe mentioned latse with Counsel engaged by Client In order to help services provided by Cw". Furthermore,Client Client MAII such requests In Jufedidbra of interest acknowledges ledges and agrees that while Thomson tby example. Cllvnt may rawest that COmpuMaric may vestal Cwt In kwnmft potential i Thomson CompuMark send the search report Counsel,to Counsel represents the Gant Chant directly to Counsel). Client gives Thomson further understands and agrees that by authorising CompuMark penmleskan to Wwlde acid Carnal with Thomson CompuMerk to owwnunlc@W directly w1h CWs name, contact Informatim. and Client Claret's Counsal, Thomson CompuMrk may be Information. Client eaknawAsdgw and agrees that mq*od or compelled by an applfoable Doul or depending on the Jurisddon,Counsel may need to ►eguistwy agency to disclose cortaln Intorrrwdon that perform a conflicts check or know your dent dwJc. may otherwise be wMaged or corhAdential wWor similar lawyerkilant relationship revlaws. In 14 EXPORT CONTROL LAWS case the Counsel Identifies a potential conflict or other lawyeNdent relationship Issue, Thomson Client v Al not obhln, retain, use or protide 800083 to the Camp~may reed to lalae with another Counsel Product or Services to on AMMe or any thW party In a engaged by client In that Wsdidbn or may require mamer that may breech Trade Conbots Lows.Clfant warrants additions(Infomaton from Client. Where requested that nether Clank nor any of is Affiliate that may obtain by CAsnk Thomson CompuMark may, but atnati rot access to the Products and Services through Client, is a be required to, assist Clem In Identifying Counsel, specially designated or sandiaed pony under any Trade including through appropriate lawyer or bar Control law& essodations and a0asdlfatlorh services. In rare 16 PRIVACY Instances,Thomson Compuhbrk may not be able to refer Client to Counsel In a relevant Jurisdiction. Thomson CompuWWs Privacy Poky Is evelabke at htio:/Amdemarks.thcrosonmutem.com/odvm?cid=98. IP 8 Silence-Thomson Compulvleric General Terms and Condid"03.2)(US LAW 6tglleh Language) Page s d e