4G Webcast Contract - UBM TechWeb

_WEBCASTAPPLICATION/CONTRACT4G Webcast ContractThis letter, when signed by you (the "Agreement"), will serve to confirm the complete understanding and agreement, effective as of the date below (the "Effective Date"), between UBM LLC ("UBM") and"Client" with respect to UBM's development and production of a co‐branded Webcast (the "Webcast”).Client InformationCompany NamePublicized NameAddressCity State Zip CountryGeneral Phone No.General Fax No.Company URLPurchase OrderPrimary contact for sponsor informationNameDirect Phone No.EmailTitleFaxPublic Relations Contact InformationNameDirect Phone No.EmailBilling Address (if different from company)AddressCity State ZipGeneral Phone No.General Fax No.Primary contact for billing purposesNameDirect Phone No.EmailTitleFaxTitleFaxPROGRAM DETAILAn executive from the sponsoring organization will be invited to participate in the session along with a third party analyst. We recommend a time split of 20/20/20for the 60‐minutes for the 3 rd party analyst, 20 minutes for the sponsoring company speaker and 20 minutes for an interactive Q&A session. Our Conference programchairman will work with you to create a non‐product specific presentation that demonstrates your company’s leadership within the industry.Along with handling MARKETING, REGISTRATION and PRODUCTION of the Webcast, benefits include: Complete list of Webcast registrants A list of those who attend the session Access to a list of everyone who accesses the archived Webcast during the archive period after the session concludes Your logo on each slide of the Webcast Your logo on the 4G Conference page that promotes the Webcast seriesWebcast Date:A development and production timeline for the Webcast will be delivered after signature of this Agreement (the “Timeline”), and once mutually agreed to, will be incorporated into this Agreementby this reference.Changes/Cancellations100% is due upon application. If Client reschedules a Webcast, Client shall pay a Rescheduling Fee equal to 10% of Total Contracted Amount (applicable each time a webcast is rescheduled). IfWebcast is rescheduled within two weeks of event, Rescheduling Fee will be equal to 25% of Total Contracted Amount. Note that for requests to reschedule, the fees set forth are in addition to theTotal Contracted Amount.Late Fee: If Client fails to deliver materials according to the Timeline, a late fee of US $600.00 a day may be applied. If final materials are not received five business days prior to the live broadcast datean US $800.00 late fee per day may be applied until the materials are received. If final materials are not received at least three business days prior to the live broadcast date, the Client will be deemedto have cancelled the Webcast and is responsible for 100% of Total Contracted Amount. Client acknowledges that the amounts set forth in this section represent an agreed measure of compensationfor the costs to UBM (including UBM’s time and labor costs), and are not to be construed as a forfeiture or penalty.Additional CommentsPayment Terms100% is due upon application. Make checks payable to UBM TechWeb and send to:UBM TechWeb, General Post Office, P.O. Box 9064, New York, NY 10087‐9064.TOTAL CONTRACTED AMOUNT$ _______________________________Account Manager____________________________________________BILL TO: CLIENT __________ AGENCY ___________The undersigned hereby expressly represents and warrants that he/she is duly authorized toexecute this binding contract on behalf of the Client named above and acknowledges thathe/she has read and accepts the "Additional Terms and Conditions" on the next page(s) ofthe contract.Authorized Signature___________________________________________Name________________________________________________________Title_________________________________________________________Date_________________________________________________________Copyright © 2013 UBM LLC. All Rights Reserved. 303 2 nd St., South Tower, 9 th Floor, San Francisco, CA 94107.tech.ubm.com

4G WEBCAST – TERMS AND CONDITIONS1. Webcast Services. Subject to all the terms and conditions of this Agreement (including Client's payment of all fees due hereunder), UBM will produceand host the 4G Webcast on a date to be agreed upon in accordance with Section 2(a).UBM’s services are set forth in more detail in Exhibit A. TheWebcast will be archived for six (6) months unless otherwise provided in Exhibit A.2. Development and Production(a) Timeline. A detailed development and production timeline for the Webcast, including each party’s delivery obligations and the timeframe and criteriato accept or reject submissions by the other party, will be developed after signature of this Agreement (the "Timeline"). Once mutually agreed to, theTimeline will be incorporated into this Agreement by this reference. If Client does not respond in a timely manner to UBM's requests for information orotherwise fails comply with the Timeline, then notwithstanding anything in this Agreement to the contrary, it may be necessary, in UBM's discretion, tomove the Webcast to a later date, in which case the late fee in Section 7 may apply, as described therein. If the parties fail to mutually agree upon theTimeline, then either party may terminate this Agreement without liability by sending written notice to such effect.(b) Project Management. UBM’s Webcast team will handle all Webcast details (including content creation, as described in Section 2(c) below), fromattendee recruitment to marketing and event management. Client will be consulted throughout the development process to ensure that the event istailored to meet Client's stated marketing goals.(c) Content. The parties intend for UBM to provide (or have provided) all the content presented as part of the Webcast. If however, Client elects tofurnish any content or other materials to UBM for use in connection with the Webcast (including, without limitation, any email marketing of suchWebcast), then prior to delivering such materials to UBM, Client will secure all rights necessary for UBM to fully use, without charge, the applicablematerials as contemplated by this Agreement.3. Marketing and Promotion(a) Marketing Program Implementation/CAN‐SPAM Compliance. Client shall cooperate with UBM in implementing the marketing program for the Webcastin accordance with all applicable laws and regulations. Without limiting the foregoing, with respect to all e‐mails which are sent or initiated in connectionwith the Webcast (collectively, the “Blasts”), each party agrees to comply with and fulfill its obligations under all applicable privacy, unsolicited e‐mail anddata protection laws and regulations of the U.S. and any applicable foreign country, including the U.S. CAN‐SPAM law and related regulations, includingthe "CAN SPAM Requirements" set forth in Exhibit B hereto.(b) Review of Blasts. Client will approve or reject each pre‐distribution Blast submitted to it by UBM within one (1) business day, or such other time periodset forth in the Timeline. If Client does not reject a Blast within this timeframe, the Blast will be deemed approved. If Client rejects a Blast, or requestschanges to an approved Blast, more than two (2) times, then the timeframe for UBM to perform its subsequent obligations will be excused on a day‐fordaybasis, and UBM may charge Client an additional fee to make the applicable change(s).4. Registrant List(a) Use of Registrant List. Subject to all the terms and conditions of this Agreement, UBM will as set forth in Exhibit A or at another mutually agreed upontime, deliver to Client, or provide Client with access to, the registration information of each registrant for the Webcast (the "Registrant List"). Clientrepresents and warrants to UBM that it will not sell or otherwise provide the Registrant List, in whole or in part, to any third party, but instead shall usethe Registrant List solely for Client's own educational and self‐promotional purposes; provided that such permitted use shall include Client's use of thirdparty marketing companies or other agents to accomplish such purposes as long as those companies agree to use the Registrant List solely for the benefitof Client. Notwithstanding the foregoing, once Client has established its own independent business relationship with the persons on the Registrant List bye‐mailing or otherwise contacting such persons concerning products/services that are not jointly produced/presented with UBM, Client may use theinformation contained on the Registrant List in any manner permitted by its privacy policy; provided, that Client may not identify UBM as the source ofsuch information when sharing or disclosing such information to third parties (if such sharing or disclosing is permitted under its privacy policy).(b)Compliance with Laws/Information Security. Client shall (A) use the Registration List in accordance with any and all applicable laws and regulations,federal, state or foreign, governing the use of such information, including any and all applicable privacy laws (including the CAN‐SPAM Requirements), aswell as Client’s posted privacy policy; (B) shall electronically store and process the Registration List on secure, password‐protected computer systems in acontrolled environment reasonably designed to protect the information contained on such systems from unauthorized access, use or disclosure; and (C)promptly notify UBM upon Client’s discovery of any breach of the security of computer systems on which the Registration List was stored or processed ifthe Registration List was, or is reasonably believed to have been, acquired by any unauthorized person.5. License to Use Client's Trademarks and Content. Client hereby grants to UBM LLC a non‐exclusive, worldwide, royalty‐free license, solely in connectionwith the development, production, marketing, promotion and hosting of the Webcast and the archiving thereof as contemplated by this Agreement: (i) touse, reproduce, digitize, publish, display and distribute materials incorporating Client's designated trademarks or service marks; and (ii) to use, reproduce,digitize, prepare derivative works of, publish, display, transmit and otherwise broadcast or distribute any and all content and other deliverables furnishedby or for Client to UBM LLC.6. Term; Termination. This Agreement shall commence on the Effective Date and will remain in effect until the last scheduled archive date (as specified inthe Timeline or otherwise in writing), unless earlier terminated by either party as permitted herein. Either party may terminate this Agreement on writtennotice if: (i) the other party becomes subject to any bankruptcy law and/or if the business of such other party is placed in the hands of a receiver, ortrustee in bankruptcy, whether by voluntary act of such party or otherwise; or (ii) the other party breaches this Agreement, which breach is either notcured within thirty (30) days after receipt of notice from the non‐breaching party or is incapable of being cured.7. Indemnity(a) Indemnity by UBM. UBM shall indemnify and hold harmless Client, its directors, officers, employees and agents from and against all claims, losses,damages, liabilities, costs or expenses, including reasonable attorneys’ fees ("Losses") with respect to any third party claim against Client to the extentarising out of (i) UBM’s breach of Section 3(a); or (ii) content delivered by or on behalf of UBM as part of the Webcast or in any Blast, excluding anycontent or other materials supplied by or for Client or Webcast attendees.(b) Indemnity by Client. Client shall indemnify and hold harmless UBM, its directors, officers, employees and agents from and against all Losses withrespect to any third party claim against UBM to the extent arising out of (i) Client’s breach of Section 3(a) or Section 4; or (ii) content or any othermaterials, if any, supplied by or on behalf of Client to UBM for inclusion in the Webcast or in any Blasts.Copyright © 2013 UBM LLC. All Rights Reserved. 303 2 nd St., South Tower, 9 th Floor, San Francisco, CA 94107.tech.ubm.com

4G WEBCAST – TERMS AND CONDITIONS8. DISCLAIMER. Except as expressly set forth in this Agreement, neither party makes any other warranty with respect to any subject matter of thisAgreement, and each party hereby disclaims all implied warranties, including without limitation the warranties of non‐infringement, merchantability andfitness for a particular purpose. Except for breaches of Section 3(a) or 4, neither party shall be liable to the other party for any incidental, consequential,special, exemplary, or punitive damages arising out of this Agreement or its termination, or the breach of any of its provisions, whether for breach ofwarranty or any obligation arising therefrom or otherwise, whether liability is asserted in contract or tort (including negligence and strict product liability),and irrespective of whether the parties have been advised of the possibility of any such loss or damage or any remedy specified in this Agreement fails ofits essential purpose.9. No Joint Venture. It is understood and agreed that UBM is an independent contractor, and nothing contained in this Agreement is intended, or shall beconstrued or deemed, to create a partnership, joint venture or agency relationship between the parties. Except as expressly provided herein, neither partyshall have any right or power to bind the other or to assume or create any obligation for, on behalf of, or in the name of the other party.10. Notices. Any notice under this Agreement must be in writing and will be deemed given when delivered personally or sent by facsimile transmissionaccompanied by simultaneous first class mail or by air mail, postage prepaid, or by overnight courier, to Client at the address listed above and to UBM as303 2nd Street, South Tower – 9th Floor, San Francisco, CA 94107, Attn: Kathleen Connolly, (or such other address communicated in accordance with theprovisions of this paragraph).11. Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder (except for the paymentof money) on account of strikes, fires, flood, storms, acts of God, war, government action, terrorism, power outages or any other cause beyond thereasonable control of such party.12. Governing Law/Arbitration. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without givingeffect to its conflicts or choice of law rules. Any controversy or claim arising out of or relating to this Agreement or the breach thereof (except a claim forinjunctive relief) shall be settled by arbitration before one arbitrator held in the County of Nassau, State of New York, in accordance with the Rules of, andadministered by, the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court havingjurisdiction.13. Entire Agreement; Miscellaneous. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior written ororal statements, discussions, communications and agreements between them with respect to the subject matter hereof. This Agreement may not bemodified except in writing signed by the party to be charged with such modification, except that the parties may modify the Timeline by mutualagreement in writing. This Agreement, and any rights or obligations hereunder, may not be assigned by either party without the prior written consent ofthe other party, provided however, that UBM may assign this Agreement to an affiliate on written notice. This Agreement is binding upon and will inure tothe benefit of the parties and their respective successors and permitted assigns. This Agreement may be signed by facsimile, with such facsimile beingdeemed an original for all purposes.Copyright © 2013 UBM LLC. All Rights Reserved. 303 2 nd St., South Tower, 9 th Floor, San Francisco, CA 94107.tech.ubm.com

4G WEBCAST – TERMS AND CONDITIONSExhibit AExhibit BCAN SPAM REQUIREMENTS FOR UBM EDITORIAL WEBCASTSI. E‐mails Sent by UBM to Non‐UBM List. With respect to each Blast sent by UBM to an e‐mailing list provided to UBM by or for Client, Clienthereby represents and warrants that:a. it has the right to disclose and share such list with UBM and UBM’s use thereof, for the purposes contemplated by this Agreement, will notmisappropriate, violate or infringe any third party’s rights (including any right to privacy), or otherwise breach any obligation of Client (including anyobligation to not disclose personal information to third parties for direct marketing purposes).b. all the names and e‐mail addresses contained on such list were acquired in compliance with the U.S. CAN SPAM law and related privacy laws andregulations.II. E‐mails Sent by Client to Non‐UBM List. In addition to and without limiting section I of this Exhibit B, Client hereby agrees to the followingwith respect to each Blast sent by or for it (other than by UBM) to a non‐UBM e‐mail list:a. prior to sending such Blast, Client shall:(i) compare the given list(s) to UBM’s suppression file (which UBM will disclose to Client upon execution by Client of UBM’s form nondisclosureagreement); and(ii) remove any e‐mail addresses that have indicated they do not want to be contacted by UBM (or a relevant specific product line or divisionthereof).b. Client represents and warrants to UBM that all the names and e‐mail addresses on such non‐UBM e‐mailing list were acquired in compliance withthe U.S. CAN SPAM law and related privacy laws and regulations.c. Client shall include in the copy of the Blast an appropriate UBM opt‐out mechanism provided to Client by UBM.d. Client shall submit the Blast to UBM for its approval prior to sending itCopyright © 2013 UBM LLC. All Rights Reserved. 303 2 nd St., South Tower, 9 th Floor, San Francisco, CA 94107.tech.ubm.com