EXHIBIT 10.11
XXXXXXX.XXX SUBLICENSE AND SERVICES AGREEMENT
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THIS AGREEMENT made as of August 31, 1998.
B E T W E E N:
CITYSEARCH CANADA INC., a corporation incorporated under the laws of
Ontario (hereinafter referred to as "Sublicensor"),
OF THE FIRST PART,
- and -
XXXXXXX.XXX, a Limited Partnership formed under the laws of Ontario
(hereinafter referred to as the "Sublicensee"),
OF THE SECOND PART.
WHEREAS CitySearch, Inc. (the "Licensor") is engaged in the business of
providing CitySearch Information Services in the United States and elsewhere;
AND WHEREAS Licensor has entered into an amended and restated license and
services agreement with Sublicensor made as of August 31, 1998 (the "License
Agreement"), providing for the grant by Licensor to Sublicensor of a license
with respect to the CitySearch Information Service in the Exclusive Territory, a
copy of which License Agreement is attached as Schedule A;
AND WHEREAS the Sublicensee, a limited partnership (the "Partnership")
between Metroland Printing, Publishing & Distributing Ltd. ("Metroland"), a
subsidiary of Torstar Corporation, Tele-Direct (Services) Inc. and Sublicensor,
among others, has been formed to carry on a CitySearch Information Service in
the Exclusive Territory pursuant to the partnership agreement between the
parties;
AND WHEREAS Sublicensor desires to grant to the Sublicensee a sublicense
(the "Sublicense") of its rights under the License Agreement to enable the
Sublicensee to operate a CitySearch Information Service in the Exclusive
Territory;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the
premises and the covenants and agreements herein contained and other good and
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valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereto agree as follows:
1. DEFINITIONS
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Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the License Agreement.
2. GRANT OF SUBLICENSE
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Subject to the provisions of this Agreement, Sublicensor hereby grants
to the Sublicensee and Sublicensee hereby accepts from Sublicensor a sublicense
of the rights of the Sublicensor under the License Agreement. By its acceptance
of the Sublicense, Sublicensee covenants and agrees to perform the obligations
of, and to comply with the restrictions imposed upon, the Sublicensor under the
License Agreement as if the Sublicensee were a party thereto.
3. SECTION 4.02 PAYMENT
--------------------
Sublicensor acknowledges that the payment referred to in section 4.02
of the License Agreement has been paid.
4. FURTHER ASSURANCES
------------------
Each party shall from time to time execute and deliver all such
further documents and instruments and do all acts and things as the other party
may reasonably require (at the requesting party's expense) to effectively carry
out or better evidence or perfect the full intent and meaning of this Agreement.
5. ENTIRE AGREEMENT
----------------
This Agreement together with the Limited Partnership Agreement, the
License Agreement, Unanimous Shareholder Agreement and the Non-Competition
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and cancels and supersedes any prior
understandings and agreements between the parties hereto with respect thereto.
There are no representations, warranties, terms, conditions, undertakings, or
collateral agreements, express, implied or statutory, between the parties other
than as expressly set forth in this Agreement.
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6. AMENDMENT AND WAIVER
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No modification of or amendment to this Agreement shall be valid or
binding unless set forth in writing and duly executed by the parties hereto and
no waiver of any breach of any term or provision of this Agreement shall be
effective or binding unless made in writing and signed by the party purporting
to give the same and, unless otherwise provided, shall be limited to the
specific breach waived.
7. ASSIGNMENT
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Except as provided below, or with the prior written consent of the
other party, neither party may assign its rights or obligations under this
Agreement. This Agreement shall enure to the benefit of and be binding upon the
successors and permitted assigns of the parties.
8. NOTICES
-------
Any demand, notice or other communication to be given in connection
with this Agreement shall be given in writing and shall be given by personal
delivery or by transmittal by electronic means of communication addressed to the
recipient as follows:
To Sublicensee:
c/o Torstar Corporation
0 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Fax No.: (000) 000-0000
Attention: General Counsel
---------
with a copy to:
Toronto Star Newspapers Limited
0 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Fax No.: (000) 000-0000
Attention: Vice-President, Strategic Planning
---------
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with a copy to:
Tele-Direct (Services) Inc.
000 Xxxxxx Xxx., Xxx. 0000
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Fax No.: (000) 000-0000
Attention: Xxxxxxx X. Renwicke
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To Sublicensor:
c/o CitySearch, Inc.
000 Xxxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
X.X.X.
Fax No. (000) 000-0000
Attention: Xxxxxxx Xxxxxxx, Chief Financial Officer
---------
or to such other address, electronic communication number or individual as may
be designated by notice given by any party to the other. Any communication
shall be conclusively deemed to have been given on the day of actual delivery
thereof if such day is a Business Day and the communication is delivered or
transmitted during the normal business hours of the recipient and on the
Business Day during which normal business hours next occur if given after such
hours on any day.
9. TERMINATION
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The sublicense granted pursuant to this Agreement shall terminate upon
the earlier to occur of: (1) the dissolution of the Sublicensee and (2) the
termination of the License Agreement.
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10. GOVERNING LAW
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This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein.
IN WITNESS WHEREOF the parties have executed this Agreement.
CITYSEARCH CANADA INC.
Per: /s/ Xxxxxxx Xxxxxx
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XXXXXXX.XXX
a Limited Partnership by its general
partner . Ontario Ltd.
Per: /s/ D. G Renwicke
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The undersigned acknowledges and accepts the grant of the sublicense
provided for herein and agrees that, as against the undersigned, the Sublicensee
shall have all of the rights of the Licensee under the License Agreement. The
undersigned further acknowledges that it has received the $[*] payment referred
to in section 4.02 of the License Agreement.
DATED as of August 31, 1998.
CITYSEARCH, INC.
Per: /s/ Xxxxxxx Xxxxxx
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[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
