<PAGE>
EXHIBIT 10.18
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.
OMMISSIONS ARE DESIGNATED AS ***
JOINT MARKETING AND DEVELOPMENT AGREEMENT
This Joint Marketing and Development Agreement (the "Agreement") is made
and entered into as of June 29, 2000 (the "Effective Date") by and between
Aristotle International, Inc., a Delaware corporation with its principal place
of business at 50 E Street, S.E., Suite 300, Washington, D.C. 20003
("Aristotle") and VeriSign, Inc., a Delaware corporation with its principal
place of business at 1350 Charleston Road, Mountain View, CA 94043
("VeriSign").
Recitals
--------
WHEREAS:
A. Aristotle is one of the leading political technology companies in
the nation, and has compiled an extensive database of information from
the voter roles and Department of Motor Vehicle Records in the United
States ("Aristotle Database");
B. VeriSign is the leading provider of Internet trust services,
including authentication, validation and payment, needed by Web sites,
enterprises and e-commerce service providers to conduct trusted and
secure electronic commerce and communications over IP networks;
C. VeriSign is developing Internet-based personal authentication
services ("Authentication Service Bureau" or "ASB") to enable
enterprises and their trading partners to accept payments for products
and services online and to outsource the authentication of individuals
to VeriSign through the validation of personal credentials, so that
those individuals may conduct trusted transactions over the Internet,
extranets and business-to-business exchanges ("Trust Services");
D. VeriSign and Aristotle believe that the ASB can be significantly
enhanced by use of the Aristotle Database (defined below) to assist in
the validation of personal credentials; and
E. Pursuant to that certain Letter of Intent, dated May 12, 2000
between the parties, the parties wish to develop a structure for
enabling the marketing, sales and support of ASB solutions using the
Aristotle Database to authenticate VeriSign prospects and customers on
the terms and conditions set forth in this Agreement.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. License.
--------
1.1 Provision of Services.
----------------------
During the Term of this Agreement, and subject to the provisions hereof,
Aristotle shall provide to VeriSign the Services. For purposes of this
Agreement, "Services" shall mean access
<PAGE>
to the Aristotle Database through the Internet to assist VeriSign in
authenticating personal information or personal credentials of its or its
clients' prospects or customers by reference to one or more of the fields set
forth in Exhibit A, attached hereto.
---------
1.2 Grant of License.
-----------------
Subject to the terms, conditions and limitations of this Agreement,
Aristotle hereby grants to VeriSign a non-exclusive license for the Term
(defined below) to use the Aristotle Database , where legally available solely
for the purposes described in this Agreement. The nature, content, and
timeliness of the Aristotle Database is described in Exhibit A, attached hereto
---------
and incorporated herein by this reference. Notwithstanding any other provision
of this Agreement, Aristotle and VeriSign hereby agree and acknowledge that
Aristotle retains all rights to, title in and ownership of the Aristotle
Database, and that upon the expiration or termination of this Agreement for any
reason the Aristotle Database and all copies, reproductions or Derivative Works
(defined below) thereof in the possession or control of VeriSign (except
information contained in Certificate Applications and Certificates, as defined
in the VeriSign CPS at http://www.verisign.com/cps) shall thereafter be returned
to Aristotle or destroyed, at the option of Aristotle, within ten (10) days of
--- --
such expiration or termination.
1.3 Joint Development.
------------------
Subject to the provisions of Exhibit B, attached hereto, the parties will
---------
work together to arrive at interface specifications that facilitate the
transmission of authentication information between the parties. The parties
shall use commercially reasonable effort to complete such specification within
30 days of executing this Agreement. Aristotle will maintain a highly
available, on-line source for the Aristotle Database, and will assist VeriSign
in the integration of the ASB with the Aristotle Database. The specifications
developed by the parties will be formalized in a Statement of Work ("SOW") that,
upon completion, will be incorporated into this agreement as Exhibit C, attached
---------
hereto and incorporated herein by this reference.
1.4 Grant of Trademark Use.
-----------------------
Aristotle and VeriSign hereby grant to each other a non-exclusive, non-
transferable license for the Term to use the other's trademarks, trade names and
logos in connection with marketing and distributing the Aristotle Database, ASB
and Trust Services; provided, however, that such license shall be limited to use
solely in connection with the use of the Services. Each party's usual trademark
guidelines, including any third party licensed programs shall apply to the use
of the marks. A copy of VeriSign's Trademark Guidelines can be found at
http://www.verisign.com/about/branding.html. Each party will use commercially
-------------------------------------------
reasonable efforts to avoid any action that diminishes the value of such marks.
1.5 Ownership of Intellectual Property.
-----------------------------------
Except for the licenses granted in this Section 1 of this Agreement, as
---------
between Aristotle and VeriSign: (a) Aristotle shall have full and exclusive
rights in, title to and ownership of the Aristotle Database and the Intellectual
Property Rights therein; and (b) VeriSign shall have full and exclusive rights
in, title to and ownership of the ASB and Trust Services and the Intellectual
Property Rights therein. For purposes of this Agreement, the term "Intellectual
Property
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<PAGE>
Rights" shall mean all patents, copyrights, trade secrets and all other rights
in the products and services and any Derivative Works created thereof, owned by
or licensed to either party whether or not such rights are protected under
patent or copyright laws. Except as expressly provided herein, no other right or
license with respect to any copyrights, patent rights, trademark rights or other
Intellectual Property Rights is granted under this Agreement. Notwithstanding
any other provision of this Agreement, the parties acknowledge and agree that
all modifications to or Derivative Works of the Aristotle Database or the
Intellectual Property Rights associated therewith shall remain the property of
Aristotle and Verisign shall have no rights to such modifications or Derivative
Works. For purposes of this Agreement, the term Derivative Works shall have the
meaning ascribed to such term in the Copyright Law of the United States, Title
17 U.S.C. (S) 101 et. seq.; provided, however, that digital certificates and
associated public key infrastructure systems created through the use of the
Aristotle Database shall not be considered Derivative Works.
2. Joint Sales, Promotion and Marketing.
-------------------------------------
2.1 General.
--------
Aristotle and VeriSign wish to cooperate in the development, sales and
marketing of Age, Citizenship, and Registered Voter Digital Credentials. These
are digital credentials offered through the combination of digital credential
management services (e.g., Public Key Infrastructure-based services) and end-
----
user authentication via the use of sworn-to data sources, such as the public
voter records.
Aristotle and VeriSign each agree to provide training to one another's
sales and marketing personnel regarding the products and services contemplated
by this Agreement. This Agreement shall not limit either party's present and
future business activities of any nature, including business activities which
could be competitive with the other party, except to the extent such activities
would involve a breach of (a) the confidentiality restrictions contained in
Section 8; or (b) any other express provision of this Agreement.
---------
2.2 Responsibilities of Aristotle.
------------------------------
(a) Assignment of project manager. Aristotle will assign a
project manager to manage its activities and to ensure that the parties make
rapid progress in achieving their obligations under the Agreement.
(b) Training and Sales Support for Aristotle Database. Aristotle
shall provide: (i) training at Aristotle's San Francisco facilities for a
reasonable number of VeriSign employees as to be further agreed upon in writing
between the parties, (ii) during normal business hours, reasonable telephone
support services for VeriSign employees that have questions related to the
Aristotle Database, in accordance with Aristotle's then current support and
response policies and (iii) availability and support for the Aristotle Database
in accordance with Exhibit B and the work product created as a result of the
SOW.
(c) Customer Support. Aristotle will provide VeriSign with
customer support documentation with respect to the Aristotle Database for use at
VeriSign's discretion, in supporting customers with the use of the Aristotle
Database. In addition to the telephone support
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<PAGE>
services described in Section 2.2(b) above, and subject to VeriSign's obligation
to provide first level customer support set forth in Section 2.3(b) below,
Aristotle will provide a customer support line, available from 6:00 a.m. to 6:00
p.m. Pacific Standard Time, Monday through Friday for use by VeriSign's
prospects and customers that are unable to obtain assistance from VeriSign's
first level customer support services described in Section 2.3(b) below.
Aristotle will also provide an appropriate path for escalating severe problems
during non-business hours. These escalation procedures will be further defined
in the SOW.
(d) Aristotle will designate VeriSign as its Preferred Provider
of Trust Services.
(e) Joint Marketing and Sales Activities. Aristotle will work
with VeriSign in good faith to deliver the following:
(1) A joint press release describing the relationship;
(2) Collateral documentation explaining the nature of the
Aristotle Database and its use within the context of the ASB and Trust Services;
(3) Opportunities to jointly propose the ASB offering to
particular identified prospects. Both parties will work together in good faith
to present this joint offering to at least three (3) major prospects in the
-
ninety (90) days following execution of this Agreement; and
------ --
(4) Assistance in creating standard language around the
nature and reliability of the Aristotle Database for VeriSign agreements with
end-use customers.
2.3 Responsibilities of VeriSign.
-----------------------------
(a) Assignment of project manager. VeriSign will assign a
project manager to manage its activities and to ensure that the parties make
rapid progress in achieving their obligations under this Agreement.
(b) Primary Sales Role. VeriSign will assume the primary sales
role in most joint customer interactions. VeriSign will be responsible for
delivery of services to customers, first level customer support, including
telephone support, and billing customers.
(c) Preferred Provider. VeriSign will designate Aristotle as its
Preferred Provider of United States domestic registered voter data. During the
Term of this Agreement, VeriSign will use the Aristotle Database as its sole
source of United States domestic registered voter data, unless: (a) the
Aristotle Database does not reasonably meet a particular customer's demands as
determined by VeriSign following consultation with Aristotle; or (b) use of
another data source is specifically required by the customer. Aristotle
understands that this provision does not apply to situations in which a customer
purchases managed digital Certificate offerings from VeriSign, and the customer
chooses to authenticate records themselves via the use of voter files not
provided by the ASB.
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(d) Joint Marketing and Sales Activities. VeriSign will work
with Aristotle in good faith to deliver the following:
(1) A joint press release describing the relationship;
(2) Collateral documentation explaining the nature of the
Aristotle Database and its use within the context of the ASB and Trust Services;
(3) Opportunities to jointly propose the ASB offering to
particular identified prospects. Both parties will work together in good faith
to present this joint offering to at least three (3) major prospects in the
-
ninety (90) days following execution of this Agreement; and
--
(4) Assistance in creating standard language around the
nature and reliability of the Aristotle Database for VeriSign agreements with
end-use customers.
3. Fees.
-----
The parties have agreed to the fee and pricing schedule as contained in
Exhibit B attached hereto and incorporated herein by this reference.
4. Representations, Covenants, Warranties and Limitations of Liability.
--------------------------------------------------------------------
4.1 Authority.
----------
Each party represents and warrants that such party has the full corporate
right, power and authority to enter into this Agreement and to perform the acts
required of it hereunder; and the execution of this Agreement by such party, and
the performance by such party of its obligations and duties hereunder, do not
and will not violate any agreement to which such party is a party or by which it
is otherwise bound; and when executed and delivered by such party, this
Agreement will constitute the legal, valid and binding obligation of such party,
enforceable against such party in accordance with its terms.
4.2 No Infringement.
----------------
(a) Aristotle represents and warrants that no portion of the
Aristotle Database: (i) will infringe on or violate any copyright, United States
patent, trademark, trade secret or third-party right; or (ii) will contain any
content that, when used in accordance with the terms of this Agreement, would
violate any applicable law or regulation. In the event that VeriSign becomes
aware of any such infringement (or alleged infringement) or violation, VeriSign
will promptly notify Aristotle and shall provide all information relating to
such matters as Aristotle may reasonably request. Without limiting the
generality of the foregoing, Aristotle represents that it has the right to
provide access to the information contained in the Aristotle Database to
VeriSign to provide the Services hereunder.
(b) VeriSign represents and warrants that no portion of the ASB
or Trust Services will: (i) infringe on or violate any copyright, United States
patent, trademark, trade secret or third-party right; or (ii) will contain any
content which violates any applicable law or
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<PAGE>
regulation. In the event that Aristotle becomes aware of any such infringement
(or alleged infringement) or violation, Aristotle will promptly notify VeriSign
and shall provide all information relating to such matters as VeriSign may
reasonably request.
(c) Each of the parties will (i) conduct business in a manner
that reflects favorably at all times on the other party; (ii) avoid deceptive,
misleading or unethical practices that are or might be detrimental to the other
party, its products and services or the public; (iii) make no false or
misleading representations with regard to the other party or its products or
services; and (iv) comply with all applicable laws and regulations in performing
its duties under this Agreement and in any of its dealings with respect to the
other party's products and services.
4.3 Accuracy of Database.
---------------------
Aristotle represents and warrants that the Aristotle Database represents a
true, accurate, and timely reflection of the data obtained by Aristotle from the
various public sources as defined in Exhibit A, attached hereto. Aristotle will
---------
ensure that the Aristotle Database presented to VeriSign will be as up-to-date
as the data provided to any other Aristotle customer. While Aristotle cannot
represent or warrant that the data that Aristotle receives from public sources
is accurate or timely, Aristotle will further represent and warrant that it has
introduced no discrepancies or errors into the data, and that the Aristotle
Database is in material conformance to Exhibit A, attached hereto.
---------
4.4 No Additional Warranties.
-------------------------
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, THE PARTIES MAKE NO, AND
HEREBY SPECIFICALLY DISCLAIM ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THEIR SERVICES, DATA, OR ANY OTHER MATTER UNDER THIS
AGREEMENT AND EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE PARTIES
EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
PURPOSE AND NONINFRINGEMENT.
4.5 Limited Liability.
------------------
To the fullest extent permitted by applicable law and except in the event
of a breach of Section 8 below, the total aggregate liability of a party to the
other party, regardless of whether such liability is based on breach of
contract, tort, strict liability, breach of warranties, failure of essential
purpose or otherwise, under this Agreement shall be limited to the greater of
(i) Five hundred thousand dollars or (ii) the amount paid by VeriSign to
Aristotle under this Agreement over the then most recent three (3) month period.
-
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION,
LOSS OF REVENUES OR LOSS OF PROFITS, FROM ALL CAUSES OF ACTION OF ANY KIND,
INCLUDING CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH
DAMAGES OCCURRING.
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4.6 Reliance on Disclaimers and Indemnification Obligations. Each
--------------------------------------------------------
party acknowledges that the other party has set its prices and entered into this
Agreement in reliance upon the limitations and exclusions of liability, the
disclaimers of warranties and damages and such party's indemnity obligations set
forth herein, and that the same form an essential basis of the bargain between
the parties. The parties agree that the limitations and exclusions of liability
and disclaimers specified in this Agreement will survive and apply even if other
provisions of this Agreement are found to have failed of their essential
purpose.
5. Indemnification.
----------------
5.1 Aristotle Indemnification Obligations.
--------------------------------------
Aristotle, at its own expense, shall defend, or at its option settle, any
third-party claim, suit or proceeding against VeriSign and pay any final
judgment entered or settlement against VeriSign in any such claim, suit or
proceeding, to the extent that such claim, suit or proceeding is based upon the
infringement or misappropriation of any U.S. patent, copyright, trademark, or
trade secret by the Aristotle Services or any claim that Aristotle does not have
sufficient rights to license the Aristotle Database.
Aristotle shall have no obligation to VeriSign pursuant to this Section 5
unless: (a) VeriSign gives Aristotle prompt written notice (unless the failure
to provide such notice does not prejudice materially Aristotle) of the claim,
suit, or proceeding and cooperates reasonably with Aristotle; and (b) Aristotle
is given the right to control and direct the investigation, preparation, defense
and settlement of the claim, suit or proceeding. Notwithstanding the foregoing,
the indemnity obligations of Aristotle described above shall not apply in the
event of a claim based upon: (i) a modified version of the Services; or (ii)
the use of the Services in connection with another product or service (other
than the ASB and the Trust Services or such other product or service which is
necessary for the use of the Services) if Aristotle did not approve of such use.
5.2 VeriSign Indemnification Obligations.
-------------------------------------
VeriSign, at its own expense, shall defend, or at its option settle, any
third-party claim, suit or proceeding against Aristotle and pay any final
judgment entered or settlement against Aristotle in any such claim, suit or
proceeding, to the extent that such claim, suit or proceeding is based upon the
infringement or misappropriation of any U.S. patent, copyright, trademark, or
trade secret by the ASB or Trust Services, any claim that VeriSign does not have
sufficient rights to license the ASB or Trust Services. VeriSign shall have no
obligation to Aristotle pursuant to this Section 5 unless: (a) Aristotle gives
VeriSign prompt written notice (unless the failure to provide such notice does
not prejudice materially VeriSign) of the claim, suit or proceeding and
cooperates reasonably with VeriSign; and (b) VeriSign is given the right to
control and direct the investigation, preparation, defense, and settlement of
the claim, suit or proceeding. Notwithstanding the foregoing, the indemnity
obligations of VeriSign described above shall not apply in the event of a claim
based upon: (i) a modified version of the ASB or Trust Services; or (ii) the
use of the ASB or Trust Services in connection with another product or service
(other than Aristotle Database or such other product or service which is
necessary for the use of the ASB or Trust Services) if VeriSign did not approve
of such use.
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5.3 Notice and Right to Participate.
--------------------------------
If either party receives notice of an alleged infringement of its
respective products or services, it shall have the right, at its sole option:
(a) to obtain the right for the other party to continue use of the allegedly
infringing product or service; (b) to replace or modify the allegedly infringing
product or service, as applicable, so that it is no longer infringing but
retains equivalent functionality and value; or (c) to require that the other
party discontinue the use of the infringing product or service and refund a pro-
rata portion of the total amounts paid for the use thereof. In no event shall
Aristotle or VeriSign settle or otherwise dispose of a claim for which indemnity
may be sought under this Agreement without a complete waiver and release with
respect to the party for which indemnity could be sought under this Agreement.
6. Records; Audits.
----------------
Each party may, from time to time, but not more than twice every twelve
(12) months, perform an audit upon reasonable notice to the other party to
--
determine compliance with the terms of this Agreement. Any audit must be
conducted during the hours of 8:00 a.m. and 5:00 p.m. Pacific Standard Time and
all costs and expenses shall be the responsibility of the party conducting the
audit.
7. Term; Termination.
------------------
7.1 Term.
-----
This Agreement shall commence on the Effective Date, and unless sooner
terminated as provided in this Agreement, shall remain in full force and effect
for a term of three (3) years (the "Initial Term"). Thereafter, this Agreement
-
shall automatically renew for successive one (1) year terms (each, a "Renewal
-
Term" and together with the Initial Term, the "Term"), provided, however, that a
party may terminate this Agreement on the expiration of the Initial Term or any
Renewal Term by delivering written notice of termination to the other party not
less than sixty (60) days before the expiration of such Initial or Renewal Term.
--
7.2 Termination.
------------
Either party will have the right to terminate this Agreement if:
(a) the other party breaches any material term or condition of
this Agreement and fails to cure such breach within thirty (30) days after
--
receipt of written notice of such default;
(b) the other party becomes the subject of voluntary petition in
bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors; or
(c) upon the mutual agreement of the parties.
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7.3 Effect of Termination.
----------------------
Upon termination or expiration of this Agreement: (a) each party will
immediately return to the other party all marketing, literature and other
materials of the other party in its possession or shall destroy such items and
certify their destruction to the other party, and (b) VeriSign will return or
destroy all copies of the Aristotle Database and any Derivative Works in
accordance with Section 1.2 above.
8. Confidential Information.
-------------------------
8.1 Confidentiality.
----------------
Neither party shall disclose Confidential Information (as hereinafter
defined) of the other party. The receiving party shall use the same degree of
care as it uses to protect its own Confidential Information of like nature, but
no less than a reasonable degree of care, to maintain in confidence the
Confidential Information of the disclosing party. The foregoing obligations
shall not apply to any information that: (a) is at the time of disclosure, or
thereafter becomes, part of the public domain through a source other than the
receiving party; (b) is subsequently learned from a third party that does not
impose an obligation of confidentiality on the receiving party; (c) was known to
the receiving party at the time of disclosure; (d) is generated independently by
the receiving party; or (e) is required to be disclosed by law, subpoena or
other process, whereupon the receiving party will provide prompt written notice
to the disclosing party and give such party an opportunity to respond prior to
such disclosure. For purposes of this Agreement, the term "Confidential
Information" shall mean all information that: (i) is not generally known to the
public and which either party has rights; (ii) which is marked confidential
restricted or proprietary by the party having rights in the same; or (iii)
which, under all of the circumstances, ought reasonably be treated as
confidential and/or proprietary.
8.2 Terms of Agreement.
-------------------
The terms and conditions of this Agreement will be deemed Confidential
Information and may not be disclosed without the prior express written consent
of the other party, except as otherwise required by law. Notwithstanding the
foregoing, VeriSign agrees that this Agreement may be filed with the Securities
and Exchange Commission if Aristotle's counsel reasonably believes that such
filing is necessary.
8.3 Notification.
-------------
Either party shall notify the other party immediately upon discovery of any
unauthorized use or disclosure of the other's Confidential Information, or any
other breach of this Agreement by such party, and shall fully cooperate with the
other party to help regain possession of Confidential Information and prevent
the further disclosure of Confidential Information.
8.4 Termination of Confidentiality Obligations.
------------------------------------------
The confidentiality and non-use commitments shall terminate with respect to
any Confidential Information, upon the lapse of a period of four (4) years
-
commencing on the earlier of the date of disclosure or the termination of this
Agreement.
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9. Miscellaneous.
--------------
9.1 Force Majeure.
--------------
Each party hereto shall be excused from default or delay in the performance
of its obligations hereunder if and to the extent that such default or delay is
caused by: (i) an act of God, or other cause beyond its reasonable control,
including but not limited to, work stoppages, fires, riots, accident, explosion,
flood, storm, failures or fluctuations in electrical power, heat light, air
conditioning or telecommunications equipment or (ii) a change in federal or
state laws that prevents either party from legally performing its obligations
hereunder. In such event, the nonperforming party shall be excused from
performance for as long as such circumstance prevails and shall as soon as
practicable notify the other party by telephone (to be confirmed promptly in
writing) of any actual or anticipated delay. In the event of the occurrence and
continuance for a period of thirty (30) days of one or more of the events
--
described in (i) or (ii) above, either party may terminate this Agreement, in
which case both parties shall be relieved of their obligations hereunder.
9.2 Notices.
--------
All notices, reports, requests, acceptances and other communications
required or permitted under this Agreement will be in writing. Notices will be
deemed given when actually received. All communications will be sent to the
receiving party's address as set forth below or to such other address that the
receiving party may have provided for purposes of receiving notices as provided
in this Section.
To Aristotle: Aristotle International, Inc.
50 E. Street, S.E., Suite 300
Washington, D.C. 20003
Attn: General Counsel
Telephone: (202) 543-8345
Fax: (202) 543-6407
To VeriSign: VeriSign, Inc.
1350 Charleston Rd.
Mountain View, CA 94043
Attn: Ben Golub
Telephone: (650) 429-3490
Fax: (650) 961-7300
9.3 Binding Nature.
---------------
This Agreement shall be binding on and inure to the benefit of the parties
and their respective successors and permitted assigns.
9.4 Severability.
-------------
If any provision of this Agreement, or the application thereof, shall for
any reason and to any extent be determined by a court of competent jurisdiction
to be invalid or unenforceable, the
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remaining provisions of this Agreement shall be interpreted so as best to
reasonably effect the intent of the parties. The parties further agree to
replace any such invalid or unenforceable provisions with valid and enforceable
provisions designed to achieve, to the extent possible, the business purposes
and intent of such invalid and unenforceable provisions.
9.5 Entire Agreement.
-----------------
This Agreement and all exhibits hereto constitute the entire agreement
between the parties with respect to the subject matter hereof and supersede all
agreements and understandings between Aristotle and VeriSign with respect to the
subject matter hereof made prior to the date hereof. There are no
representations, warranties, understandings or agreements relating to the
subject matter hereof which are not fully expressed in this Agreement. No
amendment, modification, waiver or discharge of this Agreement shall be valid
unless in writing and signed by an authorized representative of the party
against whom such amendment, modification, waiver or discharge is sought to be
enforced.
9.6 Governing Law.
--------------
This Agreement shall be governed by the laws of the State of California,
and controlling U.S. federal law, and the choice of law rules of any
jurisdiction shall not apply. Any litigation arising under this Agreement will
be brought in the federal or state courts of the Northern District of
California.
9.7 No Waiver.
----------
No waiver or failure to exercise any option, right or privilege under the
terms of this Agreement by either of the parties hereto on any occasion or
occasions shall be construed to be a waiver of the same on any other occasion or
of any other option, right or privilege.
9.8 Headings and References.
------------------------
The headings and captions used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.
All references in this Agreement to sections or exhibits shall, unless otherwise
provided, refer to sections hereof or exhibits attached hereto, all of which
exhibits are incorporated herein by this reference.
9.9 Assignment.
-----------
This Agreement may not be assigned by either party without the prior
---
express written consent of the other party, which shall not be unreasonably
withheld. Notwithstanding the foregoing, either party shall be entitled to
assign this Agreement, all rights and obligations hereunder to a successor to
all or substantially all of such party's assets or voting securities, whether by
sale, merger, acquisition, reorganization or otherwise; provided, however, that
any successor shall agree to assume all obligations under this Agreement and,
provided, further, that the party seeking to assign this Agreement shall provide
prompt written notice to the other party of such assignment.
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9.10 Solicitation.
-------------
During the term of this Agreement, and for a period of one (1) year
--- -
following the expiration or termination of this Agreement, no party shall
solicit any employee of the other party without the prior express written
consent of the other party.
9.11 Survival.
---------
The terms of Sections 1.5, 4.1, 4.2, 4.4, 4.5, 5.1, 5.2, 5.3, 8 and 9 will
survive the expiration or earlier termination of this Agreement and will
continue in full force and effect for a period of four (4) years from the date
-
of such expiration or termination of this Agreement or as otherwise required by
law or regulation.
9.12 Relationship of Parties.
------------------------
The relationship of the parties created under this Agreement is that of an
independent contractors, and no partnerships, joint venture, agency or other
relationship is intended or created hereby, nor shall either party nor any of
its affiliates, employees or representatives be construed to be an affiliate,
employee, agent or representative of the other party hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
VERISIGN, INC. ARISTOTLE INTERNATIONAL, INC.
By: /s/ ANIL PEREIVA By: /s/ JOHN PHILLIPS
------------------------- -------------------------
ANIL PEREIVA By: /s/ JOHN PHILLIPS
Name: Anil Pereiva Name: John A. Phillips
---------------------- ----------------
Title: VP Internet Services Group Title: Chief Executive Officer
and Corporate Marketing ------------------------
-------------------------- Date: June 29, 2000
Date: June 29, 2000 ------------------------
--------------------------
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EXHIBIT A
ARISTOTLE DATA
(A) Aristotle Database
Aristotle's United States Registered Voter Database is a compilation of
approximately 150,000,000 registered voters collected from over 1,600 government
entities nationwide either on the state, county, or local level. Some lists are
keypunched into an electronic format. At least 50% of the records have been
obtained from the source jurisdictions within the last twelve (12) months, and
--
100% of the records have been obtained from the source not more than forty-eight
(48) months ago. The database will contain information about registered voters
--
in 99% of the voting districts in the United States.
SQL Nationwide Voter Help File
(Some fields may not contain information for certain cities, counties etc.
Field Name Field Description
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ABSENTEE ABSENTEE-absentee ballot voters
ADD_TYPE ADDRESS TYPE-a 1 letter identification code for the delivery
location
F Firm (single business or organization)
G General Delivery (general mail pickup)
H High-rise (business park, plaza, etc.)
P PO Box (post office box)
R Rural Route/Highway
S Street/Residential Address
ADDRESS HOME STREET ADDRESS-unmodified address provided in the voter
registration record
ALMANI/DIST ALDERMANIC DISTRICT
AMBU_DIST AMBULANCE DISTRICT
ANC_SMD ADVISORY NEIGHBORHOOD DISTRICT-SINGLE MEMBER DISTRICT
APPEALS APPEALS COURT
BEAT_BOX BEAT BOX-replaces precinct in some precinct
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BESE_DIST STATE BOARD OF ELEMENTARY AND SECONDARY EDUCATION
BIRTHDATE BIRTHDATE - Date of birth (YYMMDD)
BOCC BOARD OF COUNTY COMMISSIONERS
BOED BOARD OF EDUCATION
BOR_CODE BOROUGH CODE
BOX BOX-subprecinct of Beat Box
GENERAL CENSUS: The US Census Bureau geocodes are subdivisions of the basic
INFORMATION political divisions of the United States, namely states and
counties. In general, counties are divided into census
tracks, and census tracks are in turn subdivided into either
block groups, enumeration districts, or both.
CENSUS_BLK CENSUS BLOCK GROUP ENUMERATION DIST - Census Block/Census BGED
(Block Group Enumeration District).
Block Group - A small, statistical subdivision of
a Census track chosen to preserve as much as possible the
homogeneity of the residence.
Enumeration District - A statistical area used in the
collection and preparation of Census data in areas where Block
Group statistics are not prepared. An Enumeration District will
encompass a population of 1000 to 1600 persons.
CENSUS_ST CENSUS STATE - Census State Code. This is the major political
and administrative subdivision of the United States.
CENSUS_SUB CENSUS TRACK SUB CODE - Census Track Sub Code
CENSUS_TRK CENSUS TRACK - A small statistical subdivision of a county
established by the Census Bureau and designed to be relatively
homogeneous with respect to population characteristics,
economic status, and living conditions. Tracts generally have
stable boundaries and average 4000 residents.
CHNCRY_DST CHANCERY DISTRICT
CIRCUIT_DST CIRCUIT DISTRICT
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CITY CITY - HOME - This is the home city as provided in the voter
registration record. It has not been modified from the
information provided by the state or county.
CITY_CODE CITY CODE
CITY_COMM CITY COMMISSIONER DISTRICT
CITY_DIST CITY DISTRICT
CITY_DISTA CITY DISTRICT A
CITY_DISTB CITY DISTRICT B
CITY_PREC CITY PRECINCT
CITY_SCHL CITY SCHOOL
CITY_TWP CITY TOWNSHIP
CM_CL_DIST COMMUNITY COLLEGE DISTRICT
CNCL_DIST CITY COUNCIL DISTRICT
CNTY_CODE COUNTY CODE
CNTY_COMM COUNTY COMMISSIONER DISTRICT
CNTY_CNCL COUNTY COUNCIL
CNTY_DIST COUNTY DISTRICT
CNTY_DISTA COUNTY DISTRICT A
CNTY_DISTB COUNTY DISTRICT B
CNTY_SPEC1 COUNTY DESIGNATED DISTRICT 1
CNTY_SPEC2 COUNTY DESIGNATED DISTRICT 2
COA_FLAG CHANGE OF ADDRESS FLAG - Addresses coded M have forwardable new
mailing address, F indicates a move to a foreign address, K
represents a move with no forwarding address, and G is a box
closing with no order.
COA_MOVE CHANGE OF ADDRESS MOVE:
I - Individual move
F - Family move
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B - Business move
COMM_COLL COMMUNITY COLLEGE
COMM_DIST COUNTY COMMISSIONER DISTRICT
COMP_OWN COMPUTER OWNER
CONG_DIST CONGRESSIONAL DISTRICT - Federal congressional district. This
is the US Congressional district. In states which contain only
one congressional district this field may be either blank, zero
or one. In all other states the Congressional district is a two
digit number from 00 to 99.
CONSTABLE CONSTABLE DISTRICT
COUNTY_FIP COUNTY FIP - Federal Information Processing Standards Code.
Federal county division applied based on mail zip code.
Sometimes zip code crosses county lines and the distinction
cannot be made. The Census Bureau geocodes (i.e., COUNTY FIPS,
MCD FIPS..etc) are subdivisions of the basic political
divisions of the US namely states and counties. In general
counties are divided into census tracks and census tracks are
in turn subdivided into either block groups or enumeration
districts or into both.
COUNTY_NUM COUNTY NUMBER
COUNTY_ST COUNTY STATE - Aristotle county division applied based on
county. This code is unique by state. It stands for the Federal
Information Processing Standards - FIPS - number for the county
in which the voter is registered. This number is affixed by
Aristotle when the voter registration data is acquired.
COURT_APL COURT OF APPEALS DISTRICT
CR_RT CARRIER ROUTE - Mail carrier route. COA applied/CASS**
certified. CAS re-certification is required every 6 months.
DEAD Identified as possibly dead. Three categories are used to match
the data. The first level is considered to have the greatest
accuracy.
1- first name, last name, birth date, zip code
2- first name, last name, birth date
3- first name, last name, zip code
DEL_PT DELIVERY POINT - 3 digit delivery point. This is the bar code
information for use in achieving postal discounts.
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DEM_SUB DEMOCRATIC SUBDIVISION
DEVELOPMENT DEVELOPMENT
DIST_CODE DISTRICT CODE
DIST_COURT DISTRICT COURT
DIST_PREC DISTRICT PRECINCT-Combines District field with Precinct field
DISTRICT DISTRICT
DIVISION DIVISION-Division within ward
DRIV_LICNO DRIVER LICENSE NUMBER
EDUC_DIST EDUCATION DISTRICT
ELEC_DIST ELECTION DISTRICT
ELEMSCHL ELEMENTARY SCHOOL
EMPLOYER EMPLOYER
ESD_DIST EDUCATION SERVICE DISTRICT
ETHNIC_COD ETHNIC CODE - All ethnic codes on data collected after 1996 are
provided only by source. Ethnic code on older data is provided
by one of the following: source, AP applied, or vendor applied
as an enhancement.
Ethnic Codes
A AMERICAN
B BLACK
C CATHOLIC
D CHINESE
E IRISH/CATHOLIC
F FRENCH
G GERMAN
H HISPANIC
I ITALIAN
J JEWISH
K KOREAN
L JAPANESE
M ASIAN INDIAN
N NORTHERN EUROPEAN
O ORIENTAL
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P IRISH
R ARAB
S SCOTTISH/IRISH
T FRENCH/CATHOLIC
U ASIAN
V VIETNAMESE
W WHITE
Y INDIAN
Z AMERICAN INDIAN
0 OR BLANK-UNKNOWN
ETHNIC_GRP ETHNIC CODE - This is an ethnic code which is added during the
enhancement. These are the following codes and there
meanings:
0 or Blank-Unknown
1- Catholic
2- Irish/Catholic
3- Irish
4- French
5- French/Catholic
6- Italian
7- Jewish
8- Japanese
9- Asian Indian
A- Hispanic
B- Korean
C- Vietnamese
D- Chinese
EXEMPT_JRY EXEMPT JURY-Exempt from Jury Duty
FEC_85_86 FEDERAL CONTRIBUTORS 87-88 - Contributors based on Federal
Election Commission records.
DISCLAIMER: "Information contained in this field is subject to
FEC guidelines for appropriate use, and may not be sold or used
by any other person for the purpose of soliciting contributions
or for commercial purposes, other than using the name and
address of any political committee to solicit contributions
from such committee." Consult the FEC for further information
prior to using any information.
FEC_87_88 FEDERAL CONTRIBUTORS 87-88 - Contributors based on Federal
Election Commission records.
DISCLAIMER: "Information contained in this field is subject
to FEC guidelines for appropriate use, and may not be sold
or used
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by any other person for the purpose of soliciting contributions
or for commercial purposes, other than using the name and
address of any political committee to solicit contributions
from such committee." Consult the FEC for further information
prior to using any information.
FEC_89_90 FEDERAL CONTRIBUTORS 89-90 - Contributors based on Federal
Election Commission records.
DISCLAIMER: "Information contained in this field is subject to
FEC guidelines for appropriate use, and may not be sold or used
by any other person for the purpose of soliciting contributions
or for commercial purposes, other than using the name and
address of any political committee to solicit contributions
from such committee." Consult the FEC for further information
prior to using any information.
FEC_91_92 FEDERAL CONTRIBUTORS 91-92 - Contributors based on Federal
Election Commission records.
DISCLAIMER: "Information contained in this field is subject to
FEC guidelines for appropriate use, and may not be sold or used
by any other person for the purpose of soliciting contributions
or for commercial purposes, other than using the name and
address of any political committee to solicit contributions
from such committee." Consult the FEC for further information
prior to using any information.
FEC_93_94 FEDERAL CONTRIBUTORS 93-94 - Contributors based on Federal
Election Commission records.
DISCLAIMER: "Information contained in this field is subject to
FEC guidelines for appropriate use, and may not be sold or used
by any other person for the purpose of soliciting contributions
or for commercial purposes, other than using the name and
address of any political committee to solicit contributions
from such committee." Consult the FEC for further information
prior to using any information.
FEC_95_96 FEDERAL CONTRIBUTORS 95-96 - Contributors based on Federal
Election Commission records.
DISCLAIMER: "Information contained in this field is subject to
FEC guidelines for appropriate use, and may not be sold or used
by any other person for the purpose of soliciting contributions
or for commercial purposes, other than using the name and
address of any political committee to solicit contributions
from such
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committee." Consult the FEC for further information prior to
using any information.
FEC_97_98 FEDERAL CONTRIBUTORS 97-98 - Contributors based on Federal
Election Commission records.
DISCLAIMER: "Information contained in this field is subject to
FEC guidelines for appropriate use, and may not be sold or used
by any other person for the purpose of soliciting contributions
or for commercial purposes, other than using the name and
address of any political committee to solicit contributions
from such committee." Consult the FEC for further information
prior to using any information.
FEC_99_00 FEDERAL CONTRIBUTORS 99-00 - Contributors based on Federal
Election Commission records.
DISCLAIMER: "Information contained in this field is subject to
FEC guidelines for appropriate use, and may not be sold or used
by any other person for the purpose of soliciting contributions
or for commercial purposes, other than using the name and
address of any political committee to solicit contributions
from such committee." Consult the FEC for further information
prior to using any information.
FIRE_DIST FIRE DISTRICT
FIRSTNAME FIRST NAME
FLOOD_DIST FLOOD DISTRICT
HAVECHILD HAVE CHILD-Indicates presence of children in household.
HH_NUMBER HOUSEHOLD NUMBER - Every member in the household is assigned a
same 7 digit number which is unique by household. (i.e. No 2
households share the same household number but everyone in a
same household shares the same number.)
HOH_FLAG HEAD OF HOUSEHOLD FLAG - Head of household is the oldest person
in the household as determined by date of birth. If date of
birth is not available, head of household is the person who
registered the earliest as determined by date of registration.
H - Head,
M - Member. Generally, voters are considered to belong to the
same household if they share the following in common:
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Home zip, Home street name, Home pre-direction, Home post-
direction, Home house #, Last Name, Home apt #
HOHDOB HEAD OF HOUSEHOLD BIRTHDATE-Birthdate of the Head of Household
(YYMMDD)
HOME_OWNER HOMEOWNER STATUS - Here are the codes:
1 - Home owner
2 - Probable home owner
3 - Renter
4 - Probable Renter
HOME_SEQ HOME SEQUENCE - Home sequence numbers are provided to
accommodate the creation of walk-lists. Each voter is assigned
a unique 7 digit number which is equivalent to the ordinal
position when sorted in ascending order by the following
fields: Home zip, Home Street name, Home pre-direction, Home
post-direction, Home house #, Last Name, Home apt #. A region
(e.g. region selected by zip codes) sorted by sequence number
provides a walk list of voters sorted in ascending order by
fields listed above.
HOME_ZIP4 HOME ZIP+4
HOSP_DIST HOSPITAL DISTRICT
HS_DIST HIGH SCHOOL DISTRICT
INACTIVE INACTIVE
INCOME INCOME - This is level of estimated household income. Person's
income level is indicated by a numeric code as follows:
0 - Not Available
1 - Under 15,000
2 - 15,000+
3 - 25,000+
4 - 35,000+
5 - 50,000+
6 - 75,000+
7 - 100,000+
IN_CITY IN CITY-This distinguishes voters who reside within the city
limits.
JP_DIST JUSTICE OF THE PEACE DISTRICT
JRCOLG_DST JUNIOR COLLEGE DISTRICT
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JUD_DIST JUDICIAL DISTRICT
LAND_DIST LAND DISTRICT
LAND_LOT LAND LOT
LAST_VOTED DATE LAST VOTED
LASTNAME LAST NAME
LASTUPDATE DATE LAST UPDATED
LC_SCL_DST LOCAL SCHOOL DISTRICT CODE
LEG_DIST LEGISLATIVE DISTRICT
LEG_ELEC_DIST LEGISLATIVE ELECTION DISTRICT
LEVY_CODE LEVY CODE
LIB_DIST LIBRARY DISTRICT
LOCAL_SCL LOCAL SCHOOL DISTRICT
LOCALTY_CD LOCALITY CODE
LOT_CODE LINE OF TRAVEL CODE
M_ZIP4 MAIL ZIP LAST 4 - Mail zip +4. COA applied/CASS** certified
MADDRESS ADDRESS - MAIL - This is the complete mail address as COA
verified and corrected. COA is the USPS file of Americans
who move and request that mail be forwarded. AP applies the
COA information only to the mail address. This application
allows for an increase in the accuracy of mail delivery and
for identification of potential absentee ballot voters.
MAG_DIST MAGISTERIAL DISTRICT
MAIL_ORD MAIL ORDER BUYER
MATCHFLAG MATCH FLAG-This record was matched to the DMV file
MCD_CODE MINOR CIVIL DIVISION-City or township code.
MCD_FIPS MINOR CIVIL DIVISIONS-County subdivisions such as towns and
townships. Based on the Census Bureau addressing scheme.
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MCITY CITY - MAIL - This is the mail city as COA verified and
corrected.
MIDDLE_INI MIDDLE INITIAL
MIDDLENAME MIDDLE NAME
MSTATE STATE - MAIL - This is the mail state as COA verified and
corrected.
MUNI_CODE MUNICIPAL CODE-
MUNI_DIST MUNICIPAL DISTRICT-
MUNI_GEN93 MUNICIPAL GENERAL ELECTION '93
MUNI_NAME MUNICIPAL NAME
MUNI_PREC MUNICIPAL PRECINCT
MUNI_WARD MUNICIPAL WARD
MUNICIPAL MUNICIPALITY
MZIP ZIP - MAIL - This is the mail zip code as COA verified and
corrected.
OCCUP_CODE OCCUPATION CODE
OCCUPATION OCCUPATION
ODD_EV_ADD ODD OR EVEN STREET INDICATOR - Odd/Even indicator. Flags the
address for location on the even or the odd side of the
street. (Primarily used for walk lists).
E - Even
O - Odd
PARISH_CD PARISH CODE
PARK_DIST PARK DISTRICT
PARTY_CODE PARTY AFFILIATION - Party affiliation code which are unique
nationwide
A- American Independent
C- Consumer
D- Democrat
E- DC Statehood
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F- Reform
G- Green
H- Liberal
I- Independent
J- UMOJA
K- Independent NM Party
L- Libertarian
N- None/Non-Partisan/No Party/No Preference/Declined to
State/Undeclared/Undecided
O- Other
P- Peace & Freedom
R- Republican
T- Right to Life
U- Unaffiliated/Non Affiliated
V- Conservative
W- Natural Law
_- Blank
PARTY_MIX MIX - Party make-up of everyone in a household:
(1) all family members are R
(2) all family members are D
(3) all are other than R or D
(4) none are D
(5) All family members are R or D only
(6) No family member are R
(7) All family members are R or D and any other legal value
(0) family member contains invalid or no party code
PHONE_CODE PHONE CODE - Telephone code ranging from 1-7, 1 being the
highest connectability rating.
PHONE_NUM PHONE NUMBER
PHONE_SRC PHONE SOURCE - Telephone source
R- Replace
N- New
V- Verified
A- Area code was missing from original phone number
PORT_DIST PORT DISTRICT
PRC_SUBDIV PRECINCT SUBDIVISION NUMBER
PREC_CNTY COUNTY PRECINCT ID
PREC_GRP PRECINCT GROUP
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PREC_NAME PRECINCT NAME
PREC_NO1 PRECINCT NUMBER 1
PREC_NO2 PRECINCT NUMBER 2
PREC_PART PRECINCT PART
PREC_PORT PRECINCT PORTION
PREC_SPLIT SPLIT PRECINCT
PRECINCT PRECINCT
PSC_DIST PUBLIC SERVICE COMMISSION
PUD_DIST PUBLIC UTILITIES DISTRICT
RANDOM_NUM RANDOM NUMBER - Each voter is assigned 8 digit random number
ranging from 00000001 to 99999999 to accommodate random
selection of voter samples. Random samples of voters can be
obtained by selecting only those voters within a certain
range by specifying the lower and upper limit. Number of
random voter samples can be adjusted by narrowing/broadening
the range(i.e. by adjusting the lower and/or upper limit)
RANGE RANGE
REASON REASON FOR DELETE
REGENT_DIS REGENT DISTRICT
REGIS_DATE REGISTRATION DATE - Date of registration (YYMMDD)
REP_SUB REPUBLICAN SUBDIVISION
REPVOT_DIST REPRESENTATIVE VOTE DISTRICT
RES_COUNT RESIDENT COUNT-Number of times an address appears.
ROAD_DIST ROAD DISTRICT
SAN_DIST SANITATION DISTRICT
SAW_DIST SANITATION AND WATER DISTRICT
SCHL_DIST SCHOOL DISTRICT
SCHL_PREC SCHOOL PRECINCT
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SCHL_ZONE SCHOOL ZONE
SECTION SECTION
SEWER_DIST SEWER DISTRICT
SEX GENDER - Gender code
M - Male
F - Female
SPORTMAN SPORTSMAN-Indication of subscribers to sporting magazines
1 - Matched by Home address
2 - Matched by Mail address
SSN SOCIAL SECURITY NUMBER
ST_LO_HOUS STATE ASSEMBLY DISTRICT
ST_LO_HOUS_2 2ND STATE ASSEMBLY DISTRICT-used in cases where town is
split but there isn't a precinct line to determine which
district applies
ST_UP_HOUS STATE SENATE DISTRICT
STATE STATE - HOME - This is the home state as provided in the
voter registration record. It has not been modified from the
information provided by the state or county.
STATE_NUM STATE ID NUMBER
STATUS STATUS
STVTR_STAT COUNTY VOTER STATUS
SUB_DIST SUB DISTRICTS
SUB_SCHL
SUPERVISOR SUPERVISOR DISTRICT
SUPREME SUPREME COURT
SURN_SUFF SURNAME SUFFIX-Registrant's surname suffix (Jr. Sr. etc...)
TAX_DIST1 TAX DISTRICT 1-Special taxing district
TAX_DIST2 TAX DISTRICT 2-Special taxing district
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TAX_DIST3 TAX DISTRICT 3-Special taxing district
TAX_DIST4 TAX DISTRICT 4-Special taxing district
TAX_DIST5 TAX DISTRICT 5-Special taxing district
TAX_DIST6 TAX DISTRICT 6-Special taxing district
TAX_DIST7 TAX DISTRICT 7-Special taxing district
TAX_DIST8 TAX DISTRICT 8-Special taxing district
TAX_WARD TAX WARD
TERR_SUFF TERRITORY SUFFIX
TITLE Title (Mr. Mrs. Dr. etc...)
TN_SPR_DST TOWN SUPER DISTRICT
TOWN_CODE TOWN CODE
TOWN_NAME TOWN NAME
TOWNSHIP TOWNSHIP
TRAIL_CNT TRAILER COUNT - Trailer count represents the individual rank
in the household based on the criteria used to determine
head of household(DoB/DoR). Head of household gets value of
"1", and highest ranking member gets value of "2", second
highest ranking member gets value of "3", and ...etc.
TWN_CLERK TOWN CLERK
TWN_PRC_CD TOWN PRECINCT CODE
TWP_ALPHA TOWNSHIP CODE/NAME-Township code/name
VILL_DIST VILLAGE DISTRICT
VOTE_AREA VOTING AREA
VOTE_DIST VOTE DISTRICT
VOTER_CNT VOTER COUNT - Voter count indicates the number of times a
person voted. This is the total number of times the voter
has been to the polls in the years covered by the registrar
of voters. This total will vary from county to county
depending on the history that is available from the
particular registrar of voters. Aristotle makes
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every attempt to maintain voter history files even when the
registrar of voters does not.
VOTER_ID VOTER ID NUMBER - Voter identification number assigned by
county or the state.
VOTER_TRLR VOTER TRAILER - Voter Trailer indicates number of trailing
members in the household.
VTR_2PR84 1984 Second Primary
VTR_2PR86 1986 Second Primary
VTR_2PR88 1988 Second Primary
VTR_2PR90 1990 Second Primary
VTR_2PR92 1992 Second Primary
VTR_2PR94 1994 Second Primary
VTR_2PR96 1996 Second Primary
VTR_2PR98 1998 Second Primary
VTR_2PR00 2000 Second Primary
VTR_CONG99 1999 Congressional Special
VTR_CPRI84 1984 County Primary
VTR_CPRI86 1986 County Primary
VTR_CPRI88 1988 County Primary
VTR_CPRI90 1990 County Primary
VTR_CPRI92 1992 County Primary
VTR_CPRI94 1994 County Primary
VTR_CPRI96 1996 County Primary
VTR_CPRI98 1998 County Primary
VTR_FPRI86 1986 Fall Primary
VTR_FPRI87 1987 Fall Primary
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VTR_FPRI88 1988 Fall Primary
VTR_FPRI89 1989 Fall Primary
VTR_FPRI90 1990 Fall Primary
VTR_FPRI91 1991 Fall Primary
VTR_FPRI92 1992 Fall Primary
VTR_FPRI93 1993 Fall Primary
VTR_FPRI94 1994 Fall Primary
VTR_FPRI95 1995 Fall Primary
VTR_FPRI96 1996 Fall Primary
VTR_FRUN92 1992 Fall Runoff
VTR_FRUN94 1994 Fall Runoff
VTR_FRUN96 1996 Fall Runoff
VTR_GEN84 1984 General Election
VTR_GEN85 1985 General Election
VTR_GEN86 1986 General Election
VTR_GEN87 1987 General Election
VTR_GEN88 1988 General Election
VTR_GEN89 1989 General Election
VTR_GEN90 1990 General Election
VTR_GEN91 1991 General Election
VTR_GEN92 1992 General Election
VTR_GEN93 1993 General Election
VTR_GEN94 1994 General Election
VTR_GEN95 1995 General Election
VTR_GEN96 1996 General Election
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VTR_GEN97 1997 General Election
VTR_GEN98 1998 General Election
VTR_GEN99 1999 General Election
VTR_GEN00 2000 General Election
VTR_GRUN93 1993 General Runoff
VTR_GRUN97 1997 General Runoff
VTR_GRUN98 1998 General Runoff
VTR_MGEN91 1991 Municipal General
VTR_MGEN93 1993 Municipal General
VTR_MGEN95 1995 Municipal General
VTR_MGEN97 1997 Municipal General
VTR_MOTH95 1995 Municipal Other
VTR_MOTH97 1997 Municipal Other
VTR_MPRI95 1995 Municipal Primary
VTR_MPRI97 1997 Municipal Primary
VTR_OTH84 1984 Other Election
VTR_OTH85 1985 Other Election
VTR_OTH86 1986 Other Election
VTR_OTH87 1987 Other Election
VTR_OTH88 1988 Other Election
VTR_OTH89 1989 Other Election
VTR_OTH90 1990 Other Election
VTR_OTH91 1991 Other Election
VTR_OTH92 1992 Other Election
VTR_OTH93 1993 Other Election
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VTR_OTH94 1994 Other Election
VTR_OTH95 1995 Other Election
VTR_OTH96 1996 Other Election
VTR_OTH97 1997 Other Election
VTR_OTH98 1998 Other Election
VTR_OTH99 1999 Other Election
VTR_OTH00 2000 Other Election
VTR_PPP84 1984 Presidential Preference Primary Election
VTR_PPP88 1988 Presidential Preference Primary Election
VTR_PPP92 1992 Presidential Preference Primary Election
VTR_PPP96 1996 Presidential Preference Primary Election
VTR_PPP00 2000 Presidential Preference Primary Election
VTR_PRI84 1984 Primary Election
VTR_PRI85 1985 Primary Election
VTR_PRI86 1986 Primary Election
VTR_PRI87 1987 Primary Election
VTR_PRI88 1988 Primary Election
VTR_PRI89 1989 Primary Election
VTR_PRI90 1990 Primary Election
VTR_PRI91 1991 Primary Election
VTR_PRI92 1992 Primary Election
VTR_PRI93 1993 Primary Election
VTR_PRI94 1994 Primary Election
VTR_PRI95 1995 Primary Election
VTR_PRI96 1996 Primary Election
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VTR_PRI97 1997 Primary Election
VTR_PRI98 1998 Primary Election
VTR_PRI99 1999 Primary Election
VTR_PRI00 2000 Primary Election
VTR_PRUN84 1984 Primary Runoff
VTR_PRUN86 1986 Primary Runoff
VTR_PRUN88 1988 Primary Runoff
VTR_PRUN90 1990 Primary Runoff
VTR_PRUN92 1992 Primary Runoff
VTR_PRUN94 1994 Primary Runoff
VTR_PRUN96 1996 Primary Runoff
VTR_PRUN98 1998 Primary Runoff
VTR_SCH91 1991 School Board Election
VTR_SCH92 1992 School Board Election
VTR_SCH93 1993 School Board Election
VTR_SCH94 1994 School Board Election
VTR_SCH95 1995 School Board Election
VTR_SCH96 1996 School Board Election
VTR_SCH97 1997 School Board Election
VTR_SGEN84 1984 Spring General
VTR_SGEN85 1984 Spring General
VTR_SGEN86 1984 Spring General
VTR_SGEN87 1984 Spring General
VTR_SGEN88 1984 Spring General
VTR_SGEN90 1984 Spring General
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VTR_SGEN91 1984 Spring General
VTR_SGEN92 1984 Spring General
VTR_SGEN93 1984 Spring General
VTR_SGEN94 1984 Spring General
VTR_SGEN95 1984 Spring General
VTR_SGEN96 1996 Spring General
VTR_SHRF92 1992 School Runoff
VTR_SHRF93 1993 School Runoff
VTR_SHRF94 1994 School Runoff
VTR_SHRF96 1996 School Runoff
VTR_SPCL98 1998 Special Election
VTR_SPRI85 1985 Spring Primary
VTR_SPRI86 1986 Spring Primary
VTR_SPRI87 1987 Spring Primary
VTR_SPRI88 1988 Spring Primary
VTR_SPRI89 1989 Spring Primary
VTR_SPRI90 1990 Spring Primary
VTR_SPRI91 1991 Spring Primary
VTR_SPRI92 1992 Spring Primary
VTR_SPRI93 1993 Spring Primary
VTR_SPRI94 1994 Spring Primary
VTR_SPRI95 1995 Spring Primary
VTR_SPRI96 1996 Spring Primary
WARD_COUNC WARD/CITY COUNCIL DISTRICT
WATER_DIST WATER DISTRICT
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WATER_SEWER WATER AND SEWER DISTRICT
WARD WARD
ZIP ZIP - HOME - This is the home zip as provided in the voter
registration record. It has not been modified from the
information provided by the state or county.
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EXHIBIT B
Description of Services, Payment Terms and Fee Schedule
Services
--------
The Services will be provided to VeriSign as follows: Upon execution of
this Agreement Aristotle shall provide to VeriSign a copy of its Aristotle
Database Interface software, through which VeriSign shall have access to the
Aristotle Database to verify and authenticate personal credentials or personal
information of VeriSign's or its prospects or customers contained in such
Database. Such Services will be provided by Aristotle, with 99% availability,
twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-
-- -
five (365) days per year, subject to routine maintenance windows of 11:00 p.m.
---
each Saturday night to 1:00 a.m. each Sunday morning and 11:00 p.m. each Sunday
night to 1:00 a.m. each Monday morning. The system will maintain an average
response time of 5 seconds, and will maintain a maximum response time of 8
seconds. Notwithstanding the foregoing, if there is a sudden increase in peak
demand on the system, the parties will work together in good faith to improve
response times.
Payment Terms
-------------
Aristotle shall prepare monthly invoices detailing the use of the Aristotle
Database. Services are due and payable as such Services are performed or made
available. All invoices are payable net thirty (30) days. If an invoice is not
--
paid within thirty (30) days of the invoice due date, Aristotle will send a
--
collection notice to VeriSign requesting payment. If payment is not received
within fifteen (15) days of the date posted on the collection notice, at its
--
sole discretion, Aristotle may discontinue performing or making the Services
available. Without limiting the provisions of Section 7.2 above, the Services
will be performed or made available again only on full payment of all
outstanding invoices. Balances on all outstanding invoices will be subject to
an interest charge at a monthly rate equal to the lesser of one and one-half
percent (1.5%) or the maximum rate permitted by applicable law.
----
Fee Schedule
------------
A. Primary Verification Fee Schedule
---------------------------------
For the term of this Agreement, use of the Aristotle Database for any
purpose, where Aristotle is the primary source of authentication information,
VeriSign will remit to Aristotle the the following fees:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
CUMULATIVE TOTAL AUTHENTICATIONS COST PER AUTHENTICATION
-------------------------------------------------------------------------------
<S> <C>
1-1,000,000 ***
-------------------------------------------------------------------------------
1,000,001-3,000,000 ***
-------------------------------------------------------------------------------
3,000,001+ ***
-------------------------------------------------------------------------------
</TABLE>
*** CONFINDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
B-1
<PAGE>
Should VeriSign and Aristotle develop supplemental, transaction-based
validation services which incorporate the Aristotle Database (e.g. real-time
verification of voting district status or address change) then Aristotle may
choose to forego the above fee in lieu of *** of the net proceeds arising from
said supplemental, transaction-based services.
B. Secondary Verification Fee Schedule
-----------------------------------
For the term of this Agreement, use of the Aristotle Database for any
purpose, where Aristotle is a secondary source of authentication information,
VeriSign will remit to Aristotle the following fees:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
CUMULATIVE TOTAL AUTHENTICATIONS COST PER AUTHENTICATION
-------------------------------------------------------------------------------
<S> <C>
1-1,000,000 ***
--------------------------------------------------------------------------------
1,000,001-3,000,000 ***
--------------------------------------------------------------------------------
3,000,001+ ***
--------------------------------------------------------------------------------
</TABLE>
Should VeriSign and Aristotle develop supplemental, transaction-based
validation services which incorporate the Aristotle Database (e.g. real-time
verification of voting district status or address change) then Aristotle may
choose to forego the above fee in lieu of *** of the net proceeds arising from
said supplemental, transaction-based services.
For the purposes of this Exhibit B,
(a) Aristotle will be compensated as if it were the primary source of
information whenever Aristotle Database is being utilized to confirm age, date
of birth or United States citizenship of any individual;
(b) the only circumstance under which Aristotle will be considered to
be the secondary source of information is if: (A) the majority of data fields
used to authenticate a customer are obtained from a data source other than
Aristotle, which data source shall not include registered voter data; or (B)
another data source is used in order to meet the customer's requirement,
because, for the particular customer's purposes, a material piece of information
(e.g. credit payment numbers, confirmation of credit history, confirmation of
employer) is not present in the Aristotle Database, which data source shall not
include registered voter data; or (ii) the Aristotle Database is used only for
confirming information that is otherwise obtained from another paid data source,
which paid data source shall not include registered voter data.
*** CONFINDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
B-2
<PAGE>
Price Increases
---------------
Eighteen (18) months following the effective date of this Agreement,
--
Aristotle and VeriSign will meet in good faith to review volumes and prices. If
the sum of revenues received by Aristotle from Verisign have not equaled at
least *** by the end of such period, VeriSign and Aristotle will negotiate in
good faith to increase the prices to be charged by Aristotle under the remaining
term of this Agreement. VeriSign and Aristotle agree in advance that prices
charged hereunder will increase by no more than ***%. It is understood that such
good faith compromise will include provisions for maintaining the prices listed
above for ASB customers already under contract. In the event a reasonable
compromise cannot be reached within ninety (90) days, the parties will mutually
agree that Aristotle will be relived of any obligation to provide services to
any new VeriSign ASB customers, and VeriSign will be relieved of its obligations
under section 2.3(C).
*** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
B-3
<PAGE>
EXHIBIT C
STATEMENT OF WORK
[to be developed subsequent to the date of this Agreement
and attached hereto upon completion]
C-1
