What comes next for this: Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008
1.9 "Confidential Information" means any and all trade secrets, proprietary or confidential information of either party and includes, without limitation: (a) any information, software, material, data or business, financial, operational, customer, vendor, and other information disclosed by one party to the other, (b) the terms of this Agreement, and/or (c) the fact of the existence of this Agreement except as specifically permitted in Section 7. Confidential Information will not include information that the receiving party can prove: (w) was already in such party's possession prior to receipt; (x) was independently developed by such party; (y) was obtained from a third party who had the right to disclose such information to such party, and/or (z) was or became generally available to the public other than as a result of disclosure by such party. 1.10 "Content" means, collectively: (a) the Reference Content; (b) Translated Content; (c) any updates to any of the foregoing provided by World Book; and (d) World Book Derivatives. The term "Content" shall not include any HSWI Modifications. 1.11 "Delivery Period" means the following: (i) July 1, 2008 - December 30th, 2009 1.12 "Display" means to use, publicly display, publicly perform, provide a link to, provide the ability to download and/or print and otherwise make available on or through web sites. 1.13 "Effective Date" is defined in the preamble of this Agreement. 1.14 "Encyclopedia" means a tab or section of a website: (a) branded with the word "encyclopedia"; or (b) that consists solely of multiple unrelated Affinities as provided by World Book hereunder. 1.15 "Excess Royalties" is defined in Section 4.1(iii) hereof. 1.16 "Exclusive" shall mean World Book shall have no further right to grant to third parties the same or any other licenses to the Content in the Open Free Web and itself retains no such rights or other licenses. 1.17 "Force Majeure Event" is defined in Section 11.1 hereof. 1.18 "HSWI Modifications" means modifications to the Content made by or on behalf of HSWI or its Affiliates in accordance with this Agreement, except to the extent the HSWI Modifications are World Book Derivatives. 1.19 "HSWI Websites" means, collectively, the Chinese language website found at bowenwang.com.cn, and all other websites (be they Chinese language or non-Chinese language) owned or controlled by HSWI or its Affiliates whether presently existing or later developed, and all successor websites to any of the foregoing websites
Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008
1.20 "Images" means illustrative materials, including but not limited to charts, graphs, photographs, tables and renderings wholly owned by World Book and licensed to HSWI. 1.21 "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of droit moral, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. 1.22 "Net Revenue" means gross revenue less costs not to exceed [*] percent ([*]%) of such gross revenue, including reasonable third-party agency/ third-party advertising sales commissions and rebates and serving, bad debts and applicable taxes. 1.23 "Open Free Web" means all websites (i) through which content can be indexed by Google and/or other consumer search engines; (ii) through which content is openly accessible by the public free of charge, and/or (iii) that do not charge a subscription fee or other fee for access to the content of the website. 1.24 "Reference Content" means content created from various World Book digital databases, print products, outside reference sources or materials acquired by World Book and which shall be provided in simplified Chinese characters and shall consist of sixteen million (16,000,000) to [*] ([*]) Chinese characters. 1.25 "Royalties" means fees payable by HSWI to World Book and calculated on the basis set forth in Section 4.1 hereof. 1.26 "Significant Breach" means an uncured breach (pursuant to the cure provisions of Section 6.2(i)) by HSWI of one or more of the following: (i) HSWI brands the Affinities with the word "Encyclopedia" and/or Displays the Affinities or the underlying Reference Content and/or Images as an Encyclopedia in breach of Section 2.2(iii); (ii) HSWI uses or Displays the World Book Brand to promote the Content in violation of Section 7.4; (iii) HSWI assigns this Agreement to a Competitor (as defined in Section 11.8) of World Book in violation of Section 11.8; and/or (iv) HSWI fails to make payments as required by Section 4. 1.27 "Translated Content" means non-Chinese versions of the Affinities and/or the Reference Content, created pursuant to Section 2.3. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
Source: REMARK HOLDINGS, INC., 10-Q, 11/14/2008