Representations, Warrantees and Covenants

14.1 Corporate Representations. As a material inducement for each Party to enter into this Agreement, each Party hereby represents and warrants to as follows:

Each Party has the power and authority (corporate or otherwise) to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Party and constitutes legal, valid and binding obligations of each Party, enforceable against the other Party in accordance with its terms and conditions.

(a) Each Party represents and warrants that there are (a) no audits, inspections, actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or, to the knowledge of such Party, threatened against such Party or any of its Affiliates, nor, to the knowledge of such Party, does any basis exist therefor, whether at law or in equity, whether civil or criminal in nature or whether before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which relates to any matter that could significantly impact such Party’s ability to enter into this Agreement, to grant the rights granted hereunder, and/or perform its obligations under this Agreement; (b) no judgments, decrees, injunctions or orders of any court, governmental department,

commission, agency, instrumentality or arbitrator, domestic or foreign, against such Party or any Affiliate of such Party in any way relating to any matter that could significantly impact such Party’s ability to enter into this Agreement, to grant the rights granted hereunder, and/or perform its obligations under this Agreement; and (c) no proceedings under any bankruptcy or insolvency laws against such Party which have not been terminated.

(b) To the best of each Party’s knowledge upon the Effective Date, it has complied, and is currently in compliance in all material respects, with all federal, state, territorial and local laws, ordinances, regulations or orders that may in any way affect such Party’s (a) ability to participate in the Alliance, or (b) its ability to perform its obligations under this Agreement.

23

(c) There are no agreements (written or oral), understandings, laws or other restrictions of any kind to which such Party is a party, or subject to, that would prevent or restrict the execution, delivery or performance of this Agreement or such Party’s performance under the Agreement or its participation in the Alliance.

14.2 Inducement. As a material inducement for each Party to participate in the Alliance and/or enter into this Agreement, each Party hereby covenants to the other Party as follows:

(a) Each Party hereby covenants to comply with all laws and

regulations of federal, state, regional, local and other governmental bodies in the United States and abroad applicable to the Parties’ rights and obligations under this Agreement.

(b) Each Party hereby covenants to not knowingly infringe, violate or otherwise misappropriate the Intellectual Property, Confidential Information or other proprietary rights of a Third Party in the performance of its obligations under this Agreement. Each Party hereby covenants not to cause or permit any of its Intellectual Property developed or licensed under this Agreement to become subject to any Liens.

(c) Each Party hereby covenants not to enter into any agreement (written or oral), understanding or voluntarily become subject to a restriction of any kind that would prevent or restrict such Party’s performance under this Agreement.

(d) The Parties acknowledge that this Agreement contemplates various actions being taken in furtherance of the Alliance by the Parties. No Party shall, without the express prior written consent of the other Party, take any action for or on behalf of or in the name of the other Party, or assume, undertake or enter into any commitment, debt, duty or obligation binding upon the other Party.

15. Miscellaneous

15.1 Non-Solicitation. Both Parties agree, during the term of the Alliance and for twelve (12) months after, not to solicit any employee of the other party for employment, hire for engagement as an independent contractor.

15.2 Bankruptcy. In the event that any Party to this Agreement should hereafter voluntarily or involuntarily seek relief under the United States Bankruptcy Code (Title 11 U.S.C.

§§ 101, et. seq.), the Parties acknowledge and agree that this Agreement constitutes an executory contract under which the licensing Party is a licensor to the licensed Party of a right to use intellectual property within the meaning of 11 U.S.C. § 365. Should a situation arise under which the provisions of such code section would be applicable, the Parties acknowledge and agree that the Party having a license under this Agreement shall have full availability to retain its rights and continue to exercise the rights and licenses granted to the licensed Party hereunder pursuant to the provisions of 11 U.S.C. § 365(n).

15.3 Section Headings. Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any

24

purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions of this Agreement.

15.4 Binding. Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, legal representatives and permitted assigns. The terms,

warranties, licenses and other provisions set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the Parties and their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

15.5 No waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Parties hereto, or in the case of a waiver, by the Party against whom the waiver is to be effective.

Any Party’s failure to insist upon the strict performance of this Agreement or to exercise any right to remedy shall not be considered a waiver of that Party’s right to insist upon strict

performance of this Agreement or a waiver of any right or remedy with respect to any existing or subsequent breach or default. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior or subsequent breach of the same, or any prior, concurrent or subsequent breach of any other provisions under this Agreement.

15.6 Invalid. If any provision of this Agreement is held invalid, illegal or otherwise unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15.7 Execute Documents. Each Party agree to take such actions and execute such documents as are reasonably requested by another Party (including providing executed

documents in such recordable form as is deemed required or necessary by the requesting Party) to effect the purposes of this Agreement.

15.8 Notices. The addresses of the Parties to this Agreement until changed by either Party by written notice to the other Party are:

PARTNERA:

PartnerB :

Any notice or written statement required hereunder shall be deemed to have been duly given upon the sending thereof by overnight mail, certified mail or federal express mail to the other party at the address above or at such latest address as it may have from time to time designated in writing to the other party.

15.9 Force Majeure. The failure of either Party to perform any obligation under this Agreement solely by reason of causes beyond its reasonable control, including but not limited to acts of God, natural disasters, acts, laws, regulations or rules of any government body or

25

governmental agency, war, revolution, invasion, insurrection, riots, mob violence, sabotage or other civil disorders, strikes or other labor disputes (“Force Majeure”), shall not be deemed a breach of this Agreement; provided, however, that the Parties shall promptly meet to determine an equitable solution to the effects of such force majeure, and provided further the Party so prevented from complying herewith shall continue to take all reasonable actions within its power to comply as fully as possible herewith and to resume with the least possible delay compliance with its obligations.

15.10 Export Control. The Parties acknowledge that information they receive under this Agreement may be subject to the laws and regulation of the Government of the United States of America for the export and re-export of technical data (including classified information) and, including, where required, the issuance and renewal of validated export licenses, and each Party agrees to comply with the terms of all applicable regulations, laws and/or licenses. The Parties shall also take necessary precautions to ensure that any disclosure or release of information they receive under this Agreement does not result in a deemed export in violation of the above-mentioned laws and regulations.

15.11 Entire Agreement. This Agreement (which includes all exhibits, attachments, schedules and other documents which have been incorporated by reference) constitutes the entire understanding between the Parties hereto with respect to the subject matter hereof and its terms, including this provision, may not be changed or amended except by an instrument in writing agreed to by the Parties. This Agreement is not intended to confer upon any person other than the Parties any rights or remedies hereunder.

15.12 Relationship of the Parties. No Party has the authority (express, implied or apparent) to represent another Party as to any matters or to incur any obligations or liability on behalf of the other. No Party shall act as, purport to act as, or be deemed to be, the agent, representative, employee or servant of another Party. Except as otherwise provided herein, no partnership, joint venture, association, alliance, syndicate, or other entity, or fiduciary,

employee/employer, principal/agent or any relationship is created hereby, expressly or by implication.

15.13 Publicity. Except for any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of the parties, all media releases, public

announcements, or public disclosure (including, but not limited to, promotional or marketing material) by any Party or by their employees or agents, relating to this Agreement or its subject matter, other than general statements that a contractual relationship exists between the parties, will be coordinated with and approved in writing by the other Parties prior to its release.

15.14 No Third Party Beneficiaries. Except as expressly stated otherwise, no provisions in this Agreement are intended or shall be construed to confer upon or give any person or entity other than the Parties any rights, remedies, or other benefits under or by reason of this

Agreement.

15.15 Survival. Specifically surviving any termination or expiration of this Agreement are Sections ___________.

26

15.16 Authority. Each person signing this Agreement represents and warrants that he/she has been duly authorized and has the requisite authority to execute and deliver this Agreement on behalf of such Party.

15.17 No Reliance. The Parties represent, acknowledge and expressly affirm that, in entering into this Agreement, they are not relying and have not relied in any way or in any degree whatsoever upon any representation or statement made, or the absence of any representation or statement, by any person or Party or any of their agents, shareholders,

representatives or attorneys, with regard to the subject matter, basis or effect of this Agreement or otherwise, other than those representations or statements as specifically and expressly stated in this Agreement.

15.18 Counterparts. This Agreement may be executed in one or more counterparts, including by email and facsimile, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

15.19 Jointly Drafted. The Parties acknowledge that each has participated in the drafting and negotiating of this Agreement. For purposes of interpreting this Agreement, each provision will be deemed to have been jointly drafted by the Parties. The Parties intend for this Agreement to be construed and interpreted neutrally, in accordance with the plain meaning of its language, and not presumptively construed against any actual or purported drafter of specific language contained in it.

15.20 Law and Venue. New York law will govern the interpretation and construction of this Agreement. All disputes unresolved by negotiation will be resolved solely in the State or Federal courts sitting in or for New York City, New York. By entering into this Agreement, the Parties consent to the personal jurisdiction and exclusive venue of these courts. The Parties agree that this Agreement has been negotiated in New York City.

15.21 Cooperation. Each Party agrees to take all reasonable steps necessary and to cooperate fully with one another to effectuate the terms of this Agreement.

15.22 Severability. If any part of this Agreement is contrary to, prohibited by or deemed invalid under applicable law or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder of this Agreement shall not be invalid and shall be given full force and effect so far as possible.

15.23 Assignment. Neither Party may assign, in whole or part, this Agreement, or any rights, licenses, obligations or liabilities hereunder, without the prior written consent of the other Party, which consent may be withheld in the other Party’s sole discretion. Any purported

assignment of this Agreement, or any rights, licenses, obligations or liability thereunder shall be null and void and of no force or effect. The rights and obligations of the assignor pursuant to this Agreement shall be assumed by any assignee with any assignment.

15.24 Trademark and Web Linking Agreement. Both Parties will comply with the terms, responsibilities and obligations of the Trademark and Web Linking Agreement attached hereto as Schedule 15.24.

27

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

PARTNERA LLP PARTNERB INC.

By: By:

Name: Name:

Title: Title:

Date: Date:

#35215074_v2

Portfolio Media. Inc. | 860 Broadway, 6th Floor | New York, NY 10003 | www.law360.com Phone: +1 646 783 7100 | Fax: +1 646 783 7161 | [email protected]