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Sample Business Contracts

Marketing Agreement - Reuters NewMedia Inc. and SportsLine USA Inc.

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                               MARKETING AGREEMENT

Agreement dated March 12, 1996 by and between REUTERS NEWMEDIA INC., with its
principal office located at 1700 Broadway, New York, New York 10019 ("Reuters"),
and Sportsline USA, Inc. with its principal office at 6340 N.W. 5th Way, Fort
Lauderdale, Florida 33309 ("Sportsline").

1.       DEFINITIONS

         1.1.     "Affiliate" means, with respect to any given Person, any other
                  Person directly or indirectly Controlling, Controlled by, or
                  under common Control with, such Person.

         1.2.     "AGREEMENT" means this agreement, as it may be amended from
                  time to time in accordance with Section 15.6.

         1.3.     "BUSINESS DAY" means a day that banks are open for business in
                  New York City.

         1.4.     "CONTENT" means text, information, data, images (still and
                  moving) and sound recordings.

         1.5.     "CONTROL" over a Person means the possession, directly or
                  indirectly, of the power to direct or cause the direction of
                  the management and policies of such Person, whether through
                  the ownership of voting securities or other equity interest,
                  representation on its board of directors or body performing
                  similar functions, by contract or otherwise. The terms
                  "Controlling" and "Controlled" will have corollary meanings.

         1.6.     "CUSTOMIZED SITE" means a version of the Sportsline Service
                  that is only available to a Reuters Subscriber accessing the
                  Sportsline Site from a Reuters Product.

         1.7.     "DAMAGES" means liabilities, damages, awards, settlements,
                  losses, claims and expenses, including reasonable attorney's
                  fees and expenses and costs of investigation.

         1.8.     "FOREIGN SPORTS SERVICE" means (a) any Internet service,
                  including a site on the World Wide Web (other than the
                  Internet services currently provided by Sportsline), (b) any
                  wireless service, or (c) any proprietary on-line service, in
                  each case only to the extent that such service provides sports
                  news and/or information targeted at, and is primarily marketed
                  and sold to persons located in, a specific country or region
                  outside the United States.

         1.9.     "INCLUDING" means including but not limited to.

         1.10.    "Intellectual PROPERTY RIGHTS" means any patent, design right,
                  copyright, trademark, service mark (and any application or
                  registration respecting the foregoing), database right, trade
                  secret, know-how and/or other present or future intellectual
                  property right of any type, wherever in the world enjoyable.

         1.11.    "Laws " means applicable laws, regulations, rules or orders of
                  any government, administrative authority or court.


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         1.12.    "Mirror Site " shall mean an Internet site which contains the
                  exact form and Content (including identical pages) of a parent
                  Internet site which (i) is located at a geographic location
                  distinct from such parent Internet site and (ii) is created
                  for the purpose of improving performance and accessibility to
                  such parent Internet site PROVIDED, that the term "Mirror
                  Site" shall not include any Intemet site which is licensed to
                  or otherwise controlled by an on-line service provider.

         1.13.    "Person" means any individual, corporation, limited-liability
                  company, partnership. firm, joint venture, association,
                  joint-stock company, trust, or other entity or organization,
                  including a government or political subdivision or an agency
                  or instrumentality thereof.

         1.14.    "Reuters Competitor" means Dow Jones, Inc., Bloomberg,
                  Knight-Ridder, Agence France Presse, The Associated Press,
                  United Press International, Inc., Telerate, Inc., Global
                  Financial Information Corp., Individual, Inc. or M.A.I.D, and
                  any entity that is engaged as a significant part of its
                  business in the provision of financial news and data.

         1.15.    "Reuters Product" means any Reuters product or service,
                  including the Reuters RT.

         1.16.    "Reuters Subscriber " means any Person that receives any
                  Reuters Product.

         1.17.    "Sportsline Content" means all Content created by Sportsline
                  employees and owned exclusively by Sportline, and all Content
                  provided to Sportsline by third parties that Sportsline is
                  allowed to redistribute through Reuters without additional
                  cost or expense to Sportsline for granting such redistribution
                  rights.

         1.18.    "Sportsline Site " means the Sportsline World Wide Web site
                  that provides sports news, information and related services
                  located at URL http://www.sportsline.com and any existing or
                  future Mirror Sites to such site.

2.       TERM

         2.1.     This Agreement will take effect on March 12, 1996, and, unless
                  terminated earlier pursuant to Section 14, will terminate on
                  March 12, 2001 (the "Term").

3.       FOREIGN SPORTS SERVICE

         3.1.     For each Foreign Sports Service that Sportsline considers
                  launching during the Term, it shall provide Reuters with a 60
                  day exclusive negotiation period, during which Sportsline
                  shall negotiate only with Reuters with respect to: (a) the
                  provision of non-United States sports news and information to
                  be included in such a Service; (b) the branding of such a
                  Service; and (c) an investment in such a Service, PROVIDED
                  that Sportsline may also negotiate with other parties approved
                  by Reuters, which approval shall not be unreasonably withheld.
                  All such negotiations shall be conducted in good faith between
                  the parties.

         3.2.     In the event that the parties are unable to reach an agreement
                  with respect to the Foreign Sports Service, Sportsline may
                  not, in any event, enter into an agreement with

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                  another Person on terms that are equivalent to, or less
                  favorable to Sportsline than, the terms offered by Reuters,
                  unless Sportsline has offered Reuters a reasonable opportunity
                  to agree to those terms.

4.       CUSTOMIZED SITE

         4.1.     The parties shall negotiate in good faith an agreement
                  pursuant to which Sportsline will develop the Customized Site
                  such that if a Reuters Subscriber accesses the Sportsline
                  Site, the Customized Site will be displayed. This agreement
                  shall contain provisions under which Reuters is paid a share
                  of the revenue from such Customized Site. Sportsline's
                  obligations are subject to the technological feasibility of
                  providing the Customized Site.

         4.2.     If Sportsline develops the Customized Site as provided herein,
                  Sportsline shall not, during the Term, configure the
                  Sportsline Site to provide a service similar to the Customized
                  Site to any Reuters Competitor.

5.       USE OF SPORTSLINE CONTENT

         5.1.     Sportsline agrees that it will grant Reuters the exclusive
                  right to redistribute Sportsline Content within a Reuters
                  Product as part of a sports news service. The parties shall
                  negotiate in good faith an agreement setting forth, among
                  other things, the royalty to be paid by Reuters to Sportsline
                  for inclusion of the Sportsline Content in a Reuters product
                  or service. The grant of rights will not prohibit Sportsline
                  from providing Sportsline Content to the Sportsline Site or
                  from licensing Sportsline Content to any Web Site or online
                  services, PROVIDED that such other Web Site or online services
                  is not owned or operated by a Reuters Competitor, and PROVIDED
                  further that such Content is not provided by Sportsline as
                  part of a general sports news service.

         5.2.     Sportsline shall use its best efforts to enter into agreements
                  with third Person Content providers that permit Sportsline to
                  grant Reuters the rights of redistribution set forth in
                  Section 5.1.

6.       SUPPLY OF REUTERS CONTENT

         6.1.     In the event that Sportsline seeks to license Content
                  specifically related to sports outside the United States for
                  use in the Sportsline Site or for use in any other Sportsline
                  venture in the United States, then PROVIDED such Content is
                  already owned, licensed or produced by Reuters, Sportline
                  shall provide Reuters with reasonable notice thereof and an
                  opportunity to make a proposal for the provision of such
                  Content. Sportsline agrees that if the Reuters proposal is
                  equivalent to, or better than, a proposal received from a
                  third Person, Sportsline shall license such Content from
                  Reuters. Nothing herein shall prohibit Sportsline from
                  obtaining any content covered by this Section 6.1 from any
                  third Person to the extent such content is already available
                  to Sportsline under agreements with such third parties.

7.       LIMITATION OF LIABILITY

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         7.1.     Neither party will be liable for any failure to perform any
                  obligation hereunder, or from any delay in the performance
                  thereof, due to causes beyond its control, including
                  industrial disputes of whatever nature, acts of God, public
                  enemy, acts of government, failure of telecommunications, fire
                  or other casualty.

         7.2.     EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO
                  WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS AS TO
                  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER
                  WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER
                  EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING.
                  EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY
                  WARRANTY, CONDITION, GUARANTY OR REPRESENTATION MADE BY THE
                  OTHER.

         7.3.     Under no circumstances will either party, its Affiliates or
                  their respective officers, directors, employees be liable for
                  any indirect, incidental, special or consequential damages
                  with respect to each party's obligations under this Agreement,
                  regardless of whether such damages could have been foreseen or
                  prevented.

8.       REPRESENTATIONS AND WARRANTIES

         8.1.     Sportsline represents and warrants to Reuters as of the date
                  hereof that:

                  (a)      The execution, delivery and performance by Sportsline
                           of this Agreement do not and will not (i) violate the
                           organizational documents of Sportsline, (ii) violate
                           any applicable law, rule, regulation, judgment,
                           injunction, order or decree, or (iii) require any
                           notice or consent or other action by any Person
                           under, constitute a default under, or give rise to
                           any right of termination, cancellation or
                           acceleration of any right or obligation of Sportsline
                           or to a loss of any benefit to which Sportsline is
                           entitled under, any agreement or other instrument
                           binding upon Sportsline or any license, franchise,
                           permit or other similar authorization held by
                           Sportsline.

                  (b)      To the best of Sportsline's knowledge, the Sportsline
                           Content to be provided to Reuters hereunder does not
                           violate the Intellectual Property Rights of any third
                           Person.

         8.2.     Reuters hereby represents and warrants to Sportsline as of the
                  date hereof that:

                  (a)      The execution, delivery and performance by Reuters of
                           this Agreement do not and will not (i) violate the
                           organizational documents of Reuters, (ii) violate any
                           applicable law, rule, regulation, judgment,
                           injunction, order or decree, or (iii) require any
                           notice or consent or other action by any Person
                           under, constitute a default under, or give rise to
                           any right of termination, cancellation or
                           acceleration of any right or obligation of Reuters or
                           to a loss of any benefit to which Reuters is entitled
                           under, any agreement or other instrument binding upon
                           Reuters or any license, franchise, permit or other
                           similar authorization held by Reuters.

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         (b)      To the best of Reuters knowledge, any Reuters content to be
                  provided to Sportline hereunder does not violate the
                  Intellectual Property Rights of any third person.

9.       INDEMNIFICATION

         9.1.     Sportsline will indemnify and hold the Reuters Group and
                  officers, directors and employees harmless from and against
                  any and all Damages resulting from or arising out of (a) the
                  Sportsline Site or any other activities of Sportsline,
                  including infringement by any Sportsline Content of any third
                  Person Intellectual Property Rights; (b) any misrepresentation
                  or breach of representation or warranty of Sportsline
                  contained herein; or (c) any breach of any covenant or
                  agreement to be performed by Sportsline hereunder.

         9.2.     Reuters will indemnify and hold Sportsline and its Affliates
                  and their respective officers, directors and employees
                  harmless from and against any and all Damages resulting from
                  or arising out of (a) the Reuters Products or any activities
                  of Reuters, including infringement by any Reuters Content of
                  any third Person Intellectual Property Rights, (b) any
                  misrepresentation or breach of representation or warranty of
                  Reuters contained herein; or (c) any breach of any covenant or
                  agreement to be performed by Reuters hereunder.

10.      TERMINATION

         10.1.    In addition to any other remedy available at law or in equity,
                  either party may terminate this Agreement immediately, in
                  whole or in part, without further obligation to the other
                  party in the event of:

                  (a)      any breach of this Agreement by the other party that
                           is not remedied within 30 days notice of such breach
                           in writing; or

                  (b)      the other party's making an assignment for the
                           benefit of its creditors, the filing of a voluntary
                           or involuntary petition under any bankruptcy or
                           insolvency law, under the reorganization or
                           arrangement provisions of the United States
                           Bankruptcy Code, or under the provisions of any law
                           of like import in connection with the other party, or
                           the appointment of a trustee or receiver for the
                           other party or its property.

11.      GENERAL

         11.1.    Nothing will be deemed to limit or restrict Reuters from
                  entering into agreements with any other Person covering
                  services similar to the Sportsline Site or from offering such
                  similar services itself, PROVIDED, that Sportsline shall be
                  relieved from its obligations hereunder to the extent Reuters
                  enters into an agreement with a competitor of Sportline with
                  respect to the subject matter of this Agreement or in the
                  event Reuters offers a service that is competitive with the
                  Sportsline Site.

         11.2.    Neither party will make or issue any external press statement
                  regarding the terms of this

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                  Agreement unless (a) it has received the express written
                  consent of the other party, which will not be unreasonably
                  withheld or (b) it is required to do so by Law or REGULATION.

         11.3.    This AGREEMENT AND ANY AND ALL ADDENDA, schedules or exhibits
                  attached hereto represent the entire agreement of the parties
                  regarding the subject matter hereof. There are no other oral
                  or written collateral representations, agreements, or
                  understandings regarding the subject matter hereof.

         11.4.    This Agreement will be deemed to have been executed and
                  delivered in the State of New York and it will be governed by
                  and construed in accordance with the laws of New York.

         11.5.    All notices, requests and other communications to any party
                  hereunder will be in writing (including facsimile transmission
                  or similar writing) and will be given to such party at its
                  address or telecopy number set forth below or at such other
                  address or telecopy number as such party may hereafter specify
                  for such purposes. Each such notice, request or other
                  communication will be effective (i) if given by telecopy, when
                  such telecopy is transmitted to the telecopy number specified
                  in this Section and confirmation of receipt is obtained or
                  (ii) if given by any other means, when received at the address
                  specified below.

                  To Reuters:
                  Reuters NewMedia Inc.
                  I 700 Broadway
                  New York, New York 10019
                  (212) (Facsimile)
                  Attn: Senior Vice President

                  With a copy to:
                  Reuters America Inc.
                  I 700 Broadway
                  New York, New York 10019
                  (212) 307-9175 (Facsimile)
                  Attn: General Counsel

                  To Sportsline:
                  Sportsline USA, Inc.
                  N.W. 5th Way
                  Fort Lauderdale, Florida 33309
                  Attn: President
                  (954) 351-2170 (Facsimile)

         11.6.    This Agreement will be binding upon and inure to the benefit
                  of the parties, their respective heirs, personal
                  representatives, successors and assigns. Neither party may
                  assign any of its rights or delegate any of its duties under
                  this Agreement without the prior written consent of the other,
                  PROVIDED that either party may assign this Agreement to any
                  Affiliate without the necessity of obtaining consent from the
                  other party.

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         11.7.    There is no joint venture, partnership, agency or fiduciary
                  relationship existing between the parties and the parties do
                  not intend to create any such relationship by this Agreement.

         11.8.    This Agreement may not be amended, modified or superseded, nor
                  may any of its terms or conditions be waived unless expressly
                  agreed to in writing by both parties. The failure of either
                  party at any time or times to require full performance of any
                  provision hereof will in no manner affect the right of such
                  party at a later time to enforce the same.

         11.9.    If any provision or term of this Agreement, not being of a
                  fundamental nature, is held to be invalid, illegal or
                  unenforceable, the validity, legality and enforceability of
                  the remainder of this Agreement will not be affected.

         11.10.   The provisions of Section 8 and any and all disclaimers and
                  indemnities contained herein or in any schedules to this
                  Agreement will survive the termination of this Agreement.

REUTERS NEWMEDIA INC.                                      SPORTSLINE USA, INC.

By:                                                    By: /s/ MICHAEL LEVY
   ----------------------                                     ------------------
Title: Executive Vice President                            Title: President
Date: 3/11/96                                              Date: 3/11/96

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