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MAY 26, 2011 AMENDMENT TO MAY 18, 2011AGREEMENT BETWEEN CIVIX-DDI.

LLC AND NATIONAL ASSOCIATION OF REALTORS This Amendment ("Amendment") is effective this ~ day of June, 2011 (the

"Effective Date") and is entered into by and between (i) National Association of Realtors, an lllinois corporation, having its principal place of business at 430 North Michigan Avenue, Chicago, Illinois 60611 (''NAR''), and (ii) CIVIX-DDI, LLC, a Colorado limited liability company, having a place of business at 1220 Prince Street, Alexandria, Virginia 22314 ("CIVIX"). NAR and CIVIX are collectively referred to as the "Parties," and individually as a "Party." RECITALS WHEREAS, NAR and CIVIX entered into an Agreement effective May 18,2011 (''the NAR-CIVIX Agreement"), under which CIVIX granted NAR the right to grant to the Real Estate Industry (as defined in paragraph 1.5 of the NAR-CIVIX Agreement) non-exclusive license and other rights under the CIVIX Patents (as defined in paragraph 1.3 of the NAR-CIVIX Agreement) enumerated in a Form License Agreement (Exhibit 1 to the NAR-CIVIX
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Agreement) in exchange for payments and other consideration specified in the NAR-CIVIX Agreement; WHEREAS, paragraph 2.1 of the NAR-CIVIX Agreement states in part that ''NAR shall use the Form License Agreement to grant non-exclusive license and other rights under the CIVIX Patents on an MLS [as defined in paragraph 1.6 of the NAR-CIVIX Agreement] by MLS basis only when NAR has paid CIVIX for all Participants [as defined in paragraph 1.7 of the NAR-CIVIX Agreement] in such MLS";

where "control" means the ownership of 50% or more of the equity interests directly by Vendor. Dollars ($7. corporation. WHEREAS. DEFINITIONS In addition to the terms defined above and elsewhere in this Amendment.000) pursuant to paragraph 3 of the NAR-CIVIX Agreement. LoopNet.2. contract or otherwise.5 of the NAR-CIVIX Agreement) if and when NAR makes the aggregate payment of Seven Million Five Hundred Thousand U. Trulia or Zillow. NAR has requested clarification of its exclusive right to grant non-exclusive license and other rights under the CIVIX Patents in the Real Estate Industry (as defined in paragraph 1. WHEREAS. THEREFORE. the following terms shall have the following meanings: 1. in consideration of the above premises and mutual covenants of the Parties herein. NAR has requested permission to grant non-exclusive license and other rights under the CIVIX Patents directly to Vendors (as defined below) providing Licensed Vendor Products and Services. or the ability to direct the affairs of such entity whether by ownership of securities. or 50% or more of the voting control of such entity. CoStar. intending to be legally bound. agree as follows: 1. NOW. 1. limited liability company.1.WHEREAS. CIVIX is willing to agree to NAR's requests. or indirectly through one or more subsidiaries of Vendor.S. Affiliate(s) shall not include Craigslist. joint venture controlled by Vendor.500. The definitions in the NAR-CIVIX Agreement shall apply herein. 2 . the Parties. "Affiliate(s)" shall mean any partnership.

Furthermore. shareholders. licensed or sold for nonreal estate-related uses. provided. NAR's right to grant such rights under the CIVIX Patents is limited to Licensed Vendor Products and Services offered by each respective Vendor to its customers and end users. The following shall be added to. applications. Licensed Vendor Products and Services shall not include products. databases. Vendor shall not include Craigslist.1. employees. enumerated in the form Vendor Patent License Agreement attached hereto as Exhibit 2 (hereinafter "Vendor License"). 1. by or for Craigslist. provided. 2. including their respective officers. systems or services made.1. applications.grant to Vendors the CIVIX Patents rights. Licensed Vendor Products and Services shall not include products.3.4 "Vendor" shall mean any vendor that enters into a license agreement with NAR. Trulia or Zillow. predecessors.: NAR shall also have the right to . LoopNet. "Licensed Vendor Products and Services" shall mean any real estate-related products. databases. offered. directors. subsidiaries and Affiliates. NAR shall use the Vendor License t to grant non-exclusive license and other rights under the CIVIX 3 . licensed or sold by or for Vendor or its Affiliates. CoStar. Trulia or Zillow. including the release. systems or services made. software. LoopNet. agents. the NAR-CIVIX Agreement as paragraph 2. systems or services made. provided. CoStar. successors. assigns. applications. and incorporated into. licensed or sold to. AMENDMENTS 2. offered. covenant not to sue and indemnification rights. software. databases.1. software.1. offered.

Except for the changes specified herein.1. and incorporated into the NAR-CIVIX Agreement as paragraph 2.S.1.S.1. the Vendor shall pay an additional sum of Nine U.2. the terms and conditions of the NARCIVIX Agreement shall remain in full force and effect. Cents ($9. subsequently serves one or more unlicensed MLSs.Patent on a Vendor by Vendor basis. Any license granted by NAR pursuant to this paragraph 2.000) from NAR pursuant to paragraph 3 of the NAR-CIVIX Agreement. NAR may grant licenses under the CIVIX Patents to any person or entity falling within the Real Estate Industry for activities in the Real Estate Industry (as defined in paragraph 1. 2.500.1. in which case no additional sum shall be required or paid. Cents ($9. If a Vendor that has obtained a license from NAR pursuant to this paragraph 2. Dollars ($7. shall take effect only if and when NAR has paid CIVIX for all Participants in MLSs served by each licensed Vendor at a rate of Nine U.06) per Participant in the one or more unlicensed MLSs unless CIVIX has already received a total of Seven Million Five Hundred Thousand U. Dollars and Nine U. If any ambiguity arises between the terms and conditions of this Amendment and 4 .06) per Participant as required by paragraph 3 of the NAR-CIVIX Agreement. Dollars and Nine U. The following shall be added to.S.3.S.: In the event NAR's right to grant non-exclusive and other rights under the CIVIX Patents to the Real Estate Industry becomes exclusive. 3.1.5) or to any Vendor providing Licensed Vendor Products and Services with no further payment obligations to CIVIX. MISCELLANEOUS 3.S. 3.1.2.

If any ambiguity arises between the terms and conditions of this Amendment and the terms and conditions of the Vendor License. supersedes and replaces all prior negotiations and all agreements. This Amendment. the terms and condition of the NAR-CIVIX Agreement shall govern. the terms and conditions of the Vendor License shall govern.4. the other parts of this Amendment shall remain fully valid and enforceable in accordance with their terms. proposed or otherwise. The provisions of this Amendment are severable. including this Amendment.6. unless the same shall have been mutually assented to in writing by all Parties. concerning the subject matter hereof. as well as upon and to any of their successors. This NAR-CIVIX Agreement. and the NAR-CIVIX Agreement. 3. cancellation or other change in any term or condition of this Amendment shall be valid or binding on any Party. the Form License Agreement (Exhibit 1 to the NAR-CIVIX Agreement) and the Vendor License (Exhibit 2 hereto). 3.the NAR-CIVIX Agreement. constitutes and contains the final.3. the Form License Agreement (Exhibit 1 to the NAR-CIVIX Agreement) and the Vendor License (Exhibit 2 hereto). including the Vendor License (Exhibit 2 hereto) will inure to the benefit of and be binding upon any and all successors-in-interest to the Parties hereto. No amendment.5. waiver. 3. 3. whether written or oral. Courts may substitute therefore a suitable and equitable provision to carry 5 . including this Amendment. complete and exclusive Agreement and understanding between the Parties relating to the CIVIX Patents. and if any part of this Agreement is found to be void or unenforceable.

"."'~/~ /:""".'.8. NATIONAL ASSOCIATION OFREAL. and end-users to the extent that the Vendor License grants . its Affiliates. and indemnification obligations (Section 5) outlined in that Agreement as they benefit.. the Parties have executed this Amendment on the dates set forth below..4// . as well as its respective Affiliates. customers. the Parties shall negotiate in good faith to agree upon such a provision. suppliers. Sf It\ t 0(1 Mat Jtt-1/.-e" c. The failure to enforce any provision of this Amendment shall not be deemed a waiver of any rights under this Amendment and/or the NAR-CIVIX Agreement. LLC ByV~.. CIVIX further expressly agrees that each of the aforementioned provisions of the Vendor License are enforceable against it and can be asserted by a Vendor that executes the Vendor License. suppliers.5 lAne. a Vendor. _ Dated: . . 3. 3.. respectively.out. if such court shall not do so.r:ib Print Name: Its: 1)t\ I Co A. customers. so far as may be valid and enforceable provisions and. and endusers. For any Vendor that executes the Vendor License.L ~PJVJ"t. covenant not to sue (Section 4).I_:"__~ Dated: __ _.r By: Print Name: Its: et_ A. E 0 t-fewA6-a<.1). CIVIX agrees to be bound by and honor the release (Section 3. f?tt 6 CIVIX-DDI. IN WITNESS WHEREOF.7. them such rights. 0 I I i j~T-.. IS 2.

EXHIBIT 2 Form Vendor License Agreement .