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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of Earliest Event Reported): August 23, 2000 (August 11,
2000)
clickNsettle.com, Inc. (formerly NAM CORPORATION)
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21419 23-2753988
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1010 Northern Boulevard
Great Neck, New York 11021
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 829-4343
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Item 5. Other Events.
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On August 11, 2000, the Registrant entered into an Advertising Agreement
(the "Advertising Agreement") with American Lawyer Media, Inc. ("ALM"), whereby
the Registrant issued 184,422 common shares, par value $.001 per share (the
"Common Stock") to ALM in exchange for $1 million of advertising and promotional
opportunities in national and regional ALM properties. The number of shares
issued by the Registrant was calculated as $770,000 divided by $4.1752, the
average per share closing price of the Common Stock for the five trading days
prior to August 11, 2000. The Offering of the Common Stock was made pursuant to
Rule 506 of Regulation D of the Securities Act of 1933, as amended (the
"Securities Act").
Pursuant to the Stock Purchase Agreement dated May 10, 2000 between the
Registrant and ISO Investment Holdings, Inc. ("ISO"), ISO is entitled to
purchase, upon the same terms, such number of securities to enable it to retain
its fully-diluted ownership position in the Registrant after the issuance of
shares to ALM. ISO exercised this preemptive right on August 21, 2000 whereby
the Registrant issued 18,662 shares of Common Stock to ISO. The total offering
price was $77,914.
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Item 7. Exhibits.
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EXHIBIT LIST
Exhibit Number Description
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4.1 Stock Purchase Agreement dated May 10, 2000 (1)
4.3 Advertising Agreement dated August 11, 2000**
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(1) Incorporated herein in its entirety by reference to the Company's 8-K
filed on May 17, 2000.
** Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
clickNsettle.com, Inc. (formerly NAM CORPORATION)
By: /s/ Roy Israel
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Name: Roy Israel
Title: Chief Executive Officer and President
By: /s/ Patricia Giuliani-Rheaume
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Name: Patricia Giuliani-Rheaume
Title: Chief Financial Officer and Vice President
Date: August 23, 2000
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ADVERTISING AGREEMENT
This ADVERTISING AGREEMENT (the "Agreement") is entered into as
of the 11th day of August, 2000 (the "Effective Date") between AMERICAN LAWYER
MEDIA, INC., a Delaware corporation with principal offices at 345 Park Avenue
South, New York, New York 10010 ("ALM"), and clickNsettle.com, Inc., a Delaware
corporation, with principal offices at 1010 Northern Boulevard, Suite 336, Great
Neck, New York 11021 (the "Advertiser").
RECITALS
WHEREAS, ALM is an integrated media company that focuses on the
professional marketplace and publishes national and regional legal magazines and
newspapers.
WHEREAS, Advertiser is a publicly held company engaged in
providing domestic and international arbitration and mediation services.
WHEREAS, in consideration of ALM's providing Advertiser with
certain advertising and promotional services in its publications in accordance
with the terms of this Agreement, Advertiser shall pay ALM the consideration set
forth in Article IV hereof;
NOW, THEREFORE, in consideration of the mutual premises,
covenants, and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
I. DEFINITIONS
1. "Advertisements" means Advertiser's advertising material.
2. "Advertiser Trademarks" means those trademarks, service
marks, trade names, brand names, logos, emblems, designations, domain names and
indicia of origin, owned, controlled by, or licensed to Advertiser, and for
which Advertiser has license rights (including the right to sublicense).
3. "Affiliate" means, with respect to any specified Person,
any other Person that directly or indirectly through one or more intermediaries
Controls, is Controlled by, or is under common Control with such specified
Person. For purposes of this definition, "Control" means the possession, direct
or indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract, or otherwise.
4. "Business Day" means any day other than a Saturday,
Sunday, or day on which banks in New York City, New York are required to be
closed.
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5. "Confidential Information" means (i) any information, in
whatever form, designated by a party in writing as confidential, proprietary or
marked with words of like import when provided to the other party; and (ii)
information orally conveyed if the disclosing party states at the time of the
oral conveyance or promptly thereafter that such information is confidential,
and such statement of confidentiality is specifically confirmed in writing
within fifteen days of such oral conveyance. "Confidential Information" does not
include information which: (i) at or prior to the time of disclosure was known
to the receiving party through lawful means or through act of a third party that
was not known by the receiving party to be unauthorized; (ii) at or after the
time at which the disclosure by the disclosing party becomes generally available
to the public through no act or omission on the receiving party's part; (iii) is
developed by the receiving party independent of any Confidential Information it
receives from the disclosing party; or (iv) the receiving party receives from a
third Person free to make such disclosure without breach of any legal
obligation.
6. "Market Capitalization" means, as of a particular date, an
amount equal to product of (x) the average per share closing price of
Advertiser's common stock for the five trading days preceding such date,
multiplied by (y) the number of shares of Advertiser's common stock outstanding
on such date. As used in the preceding sentence "closing price" means the
closing price reported in The Wall Street Journal.
7. "Person" means any individual, corporation, partnership,
firm, joint venture, association or other entity.
8. "Rate Card" means ALM's standard advertising prices for a
given year. The Year 2000 Rate Card is attached as Exhibit A.
II. ADVERTISING AND PROMOTIONAL OBLIGATIONS
1. Advertisement Obligation. During the Term, ALM shall, in
accordance with the terms of this Agreement, provide Advertiser with
Advertisements having an aggregate total value equal to $1,000,000 (the
"Advertising Credit"). ALM shall provide Advertiser with revised and updated
Rate Cards promptly as such information becomes available. The value of any
Advertisement provided hereunder shall be based upon the prices listed in the
Rate Card in effect at the time Advertiser places and thereby purchases the
relevant Advertisements. For example, if such Advertisements are scheduled to
run a number of times over an extended period, the price thereof is to be
determined and set at the price in effect when the order is placed, not the
price in effect when the Advertisements are published in the relevant
publication.
2. Advertisement Placement Procedure. ALM shall cause
Advertiser's Advertisements to be placed in those ALM publications set forth in
Exhibit B (as the same may be amended from time to time by ALM at ALM's
reasonable discretion) (each an "ALM Publication") that Advertiser selects, in
its sole discretion; provided, however, that Advertiser shall not have the right
to spend more than fifty percent of aggregate amount of the Advertising Credit
in any one ALM Publication. No publication shall be deleted from Exhibit B
unless that publication is discontinued, merged or combined with another
publication, sold or otherwise ceases to be published
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by ALM in its current format. Advertiser (or an ALM representative working in
conjunction with Advertiser) shall make a written request (the "Advertising
Request") directly to each ALM Publication in which Advertiser wants to place an
Advertisement, with a copy of such Advertising Request delivered to ALM in the
manner set forth in Section 10.8 of this Agreement, on or before the deadline
for that ALM Publication (the "ALM Publication Deadline"). The Year 2000 ALM
Publication Deadlines for each ALM Publication are listed in Exhibit C (which
may be amended by ALM from time to time in accordance with Section 2.4). ALM
shall provide Advertiser with updated and revised ALM Publication Deadlines
promptly as such information becomes available. Advertiser shall include in each
Advertising Request (a) the name of the ALM Publication requested; (b) the
date(s) on which Advertiser wants to place the Advertisement(s); (c) a copy of
the Advertisement(s) to be run in substantially the size and format request by
Advertiser (in hard copy and electronic file form); (d) the position of the
Advertisement(s) within such ALM Publication requested by Advertiser (the
"Requested Position"); and (e) a calculation of the value of the
Advertisement(s) to be placed in such ALM Publication based on the Rate Card
then in effect. ALM and any ALM Publication has the right to reject any of
Advertiser's Advertising Requests; provided that, in the event that an
Advertising Request is rejected pursuant to this Section 2.2, either ALM or the
relevant ALM Publication shall notify Advertiser promptly (but in no event later
than seventy-two hours after receipt of the Advertising Request), and Advertiser
shall have until the relevant ALM Publication Deadline to make an alternate
Advertising Request. Advertiser and ALM shall both act in good faith to provide
ALM with an alternative Advertising Request that ALM reasonably deems to be
acceptable. In the event that the Advertising Request is accepted, ALM shall
promptly deliver to Advertiser written confirmation of ALM's acceptance of the
Advertising Request.
3. Premium Advertiser. ALM shall use commercially reasonable
efforts to provide to Advertiser, with respect to each Advertising Request,
Advertiser's Requested Position within each ALM Publication; provided, however,
that if another advertiser (a "Premium Advertiser") shall pay ALM a cash premium
over the rate specified for such Requested Position in the Rate Card then in
effect, ALM may give such Premium Advertiser priority over Advertiser for such
Requested Position. In the event that a Premium Advertiser offers to pay such a
cash premium, ALM shall notify Advertiser promptly (but in no event later than
seventy-two hours after receipt of the Advertising Request over which priority
is being given), and Advertiser shall have until the relevant ALM Publication
Deadline to select an alternate Requested Position.
4. Additional Publication. In the event that ALM develops any
additional publications during the Term (each, a "New ALM Publication") ALM may
add such New ALM Publication to Exhibit B and add the ALM Publication Deadline
to Exhibit C in which event, Advertiser may place an Advertisement in such New
ALM Publication on the same terms and conditions set forth herein, subject to
any changes in advertising rates or terms and conditions as ALM may establish
for such New ALM Publication which new rates shall be considered part of the
Rate Card then in effect.
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5. Quarterly Statements. ALM shall provide to Advertiser
calendar quarterly statements showing (i) the amount of the Advertising Credit
spent by Advertiser on each of the ALM Publications during the statement period,
and (ii) the calculation of the Advertising Credit remaining as of the close of
the statement period.
6. Audit Rights. ALM will maintain accurate books and records
which report the value of Advertiser's expenditure of the Advertising Credit and
information from which the calculation can be derived. Advertiser may, at its
own expense and no more than twice in any twelve month period, examine those
books and records during ALM's business hours, and at the ALM address set forth
in Section 10.8 (an "Audit"). Advertiser will be required to notify ALM at least
ten days before the date of the planned Audit. If any Audit by an independent
auditor after consulting with both parties discloses that ALM has failed to
accurately account for Advertisements purchased by Advertiser hereunder, then
ALM shall promptly make all appropriate adjustments to the cumulative total of
Advertisements purchased by Advertiser. In addition, if such independent audit
concludes that ALM has overstated the value of Advertisements purchased by
Advertiser by more than ten percent, then ALM shall additionally reimburse
Advertiser for its direct out-of-pocket expenses (which shall not include
services, or the like) incurred in identifying such material overstatement up to
a maximum of $5,000 for each such occurrence.
7. Limitations on Advertisements; Advertisement Copy. The
copy of each Advertisement shall be subject to ALM's approval, which approval
shall not be unreasonably withheld, and ALM's standard advertising guidelines,
which are set forth in Exhibit D (which may be amended from time to time by ALM
upon notice to Advertiser). Notwithstanding any acceptance confirmation sent to
Advertiser pursuant to Section 2.2, ALM shall have five Business Days after the
receipt of the Advertising Request to notify Advertiser of its disapproval of
the Advertisement copy contained therein.
8. Forfeiture. Advertiser shall forfeit any Advertising
Credit that Advertiser has not spent as of the expiration of the Term, absent
mutual consent between ALM and Advertiser and provided that ALM has made good
faith attempts to place all advertising as requested by Advertiser during the
Term.
III. TRADEMARK LICENSE AND OWNERSHIP
1. License to ALM. Advertiser hereby grants to ALM, subject
to the terms and conditions of this Agreement, a non-exclusive,
non-transferable, royalty-free, worldwide license to use, reproduce, display,
distribute, modify and adapt the format of the Advertisements and any and all
intellectual property or proprietary materials contained therein, including the
Advertiser Trademarks, solely in connection with the advertising services
provided by ALM hereunder.
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2. Advertiser Ownership. Advertiser shall retain all right,
title and interest in and to the Advertisements and any and all intellectual
property and proprietary materials contained therein, including the Advertiser
Trademarks, subject to the limited license granted to ALM in Section 3.1.
3. ALM Ownership. Advertiser acknowledges that ALM owns all
right, title and interest, throughout the world, in and to the ALM Publications
and any and all intellectual property related thereto. Advertiser shall not take
any action that is inconsistent with such rights. Advertiser agrees that nothing
in this Agreement shall vest in Advertiser or be construed to vest in
Advertiser, any right of ownership in or to any ALM Publication or any
intellectual property contained therein.
IV. COMPENSATION
1. Equity. In consideration of the Advertising Credit
provided to Advertiser hereunder, on the date of this Agreement, Advertiser is
issuing to ALM 184,422 fully paid and non-assessable shares (the "Shares") of
common stock, par value $0.001 per share (the "Shares"), of Advertiser having an
agreed upon aggregate value of $770,000 (the "Total Equity Value") on the date
of this Agreement. The Stock is issued to ALM subject to the representations,
warranties and agreements contained in Annex A, all of which are expressly
incorporated by reference into and made a part of this Agreement.
2. Cash Commitment. In the event that on the eighteen month
anniversary of the date hereof, Advertiser's Market Capitalization is not at
least $17,131,190 (that is, 30% greater than the product of (x) $4.175,
multiplied by (y) 4,103,279, the number of shares of Advertiser's common stock
issued and outstanding as of the date hereof before the issuance of 184,422
shares to ALM), then Advertiser shall purchase at least $250,000 of additional
advertising from ALM during the one year period following the second anniversary
of the date hereof. Any advertisement purchased by Advertiser pursuant to the
preceding sentence shall be purchased on ALM's standard terms and conditions,
subject to reasonable negotiations.
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V. CONFIDENTIALITY
1. Legal Obligations. Neither party shall disclose the other
party's Confidential Information except: (i) the receiving party may disclose
Confidential Information to its officers, employees, advisors and subcontractors
if such officer, employees, advisors or subcontractors agree to be bound by the
provisions of this Article V; (ii) pursuant to any statute, regulation, order,
subpoena or document discovery request, including without limitation in publicly
filed disclosure documents of the receiving party under federal or state
securities laws if deemed reasonably necessary on advice of legal counsel;
provided that prior written notice of such disclosure is furnished to the
disclosing party as soon as practicable in order to afford it an opportunity to
seek a protective order (it being agreed that if the disclosing party is unable
to obtain or does not seek a protective order, disclosure of such Confidential
Information may be made without liability); (iii) either party may disclose any
of the other party's Confidential Information to any third party with the other
party's prior written consent, and (iv) either party may disclose the other
party's Confidential Information to the extent necessary to perform its
obligations under this Agreement.
2. Return of Information. The receiving party will, at the
request of the disclosing party, retrieve all Confidential Information
(including from its officers, employees, advisors and subcontractors) and
thereafter will (i) promptly return all Confidential Information held or used by
the receiving party in whatever form, or (ii) at the discretion of the
disclosing party, promptly destroy all such Confidential Information, provided
that during the Term, the disclosing party will not make such a request with
respect to Confidential Information necessary for the receiving party to perform
its obligations hereunder.
VI. REPRESENTATIONS AND WARRANTIES
1. ALM Representations and Warranties. ALM represents and
warrants that (i) it has the power and authority to enter into and fully perform
this Agreement; and (ii) this Agreement has been duly authorized and is
enforceable against ALM in accordance with its terms.
2. Advertiser Representations, Warranties and Covenants.
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(a) Advertiser represents and warrants that (i) it has
the power and authority to enter into and fully perform this Agreement; (ii)
this Agreement has been duly authorized and is enforceable against Advertiser in
accordance with its terms; and (iii) Advertiser has full and complete rights to
grant to ALM the license contained in Section 3.1.
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(b) Advertiser covenants that (i) use of the
Advertisements and any and all of the intellectual property and proprietary
materials contained therein, including the Advertiser Trademarks, shall not
violate or infringe any rights of any third party or create any liability of ALM
to any third party, (ii) the Advertisements shall not contain any matter that is
defamatory, deceptive, or that may cause injury or result in damage to any third
party; and (iii) Advertiser shall comply with all applicable laws in its
performance under this Agreement.
3. Disclaimer of Implied Representations and Warranties.
EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, NEITHER PARTY SHALL BE DEEMED TO
HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO
THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL SUCH
REPRESENTATIONS AND WARRANTIES.
VII. INDEMNIFICATION
Advertiser shall indemnify, hold harmless and defend ALM, its
officers, directors, employees and Affiliates from and against any and all
suits, damages, costs, losses or expenses (including reasonable attorneys' fees)
("Losses") relating to or arising out of (i) breaches of Advertiser's
representations, warranties or covenants contained herein, and (ii) any claims,
suits or proceedings brought by third parties against ALM arising out of or
relating to the Advertisements, except to the extent that such Losses are caused
by ALM's gross negligence or bad faith.
VIII. LIMITED REMEDY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALM'S LIABILITY FOR ANY
AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE
RATE CARD VALUE OF THE ADVERTISEMENTS PLACED BY ADVERTISER PRIOR TO AND
INCLUDING THE DATE OF BREACH.
IX. TERM AND TERMINATION
1. Term. The term of this Agreement shall commence on the
Effective Date and shall continue for a period of two years from the Effective
Date, unless terminated earlier as specified in this Agreement or extended in
accordance with Section 4.2 (the "Term").
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2. Termination. This Agreement may be terminated prior to the
expiration of the Term in the following circumstances:
(a) if either party defaults in the performance of any
material provision of this Agreement, then the non-defaulting party may give
written notice to the defaulting party and if the default is not cured within
thirty days from the date of such notice, the Agreement will be terminated. If
the non-defaulting party gives such notice and the default is not cured during
such thirty day period, then this Agreement shall automatically terminate at the
end of such period.
(b) This Agreement shall terminate, without notice,
(i) upon the institution by or against either party of insolvency, receivership,
or bankruptcy proceedings or any other proceedings for the settlement of such
party's debts, (ii) upon either party's making an assignment for the benefit of
creditors, or (iii) upon either party's dissolution or ceasing to do business.
3. Effect of Termination. Upon any termination of this
Agreement, ALM shall immediately return to Advertiser all Licensed Trademarks
and Confidential Information of Advertiser in its possession or control, and
Advertiser shall immediately return to ALM all Confidential Information of ALM
in its possession or control. In no event shall ALM have any obligation to
return the Shares.
4. Survival. Articles III, V, VII and VIII and Sections 2.6,
6.3, and 9.4 shall survive any termination of this Agreement, and Section 4.2
shall survive the termination of this Agreement upon expiration.
X. GENERAL
1. Assignment. Neither party may assign its rights and
obligations under this Agreement, in whole or in part, without the other party's
prior written consent, which shall not be unreasonably withheld or delayed. Any
attempt to assign such rights and obligations hereunder without such consent
shall be deemed null and void. Notwithstanding the foregoing, either party may
assign its rights and obligations of this Agreement to an Affiliate, or to any
entity that acquires control of that party by purchase of stock, merger or
otherwise, or by obtaining all, or substantially all, of that party's assets;
provided that, any successor thereafter shall succeed to all of the rights and
shall be subject to all of the obligations of its predecessor under this
Agreement. Nothing herein shall prohibit ALM from transferring the Shares to any
Person as long as ALM shall give Advertiser five (5) business days notice of any
such proposed assignment or sale, complies with the Federal Securities laws.
2. Arbitration. Any dispute arising out or in connection with
this Agreement shall be referred to and finally resolved under the Rules of NAM,
an affiliate of the Advertiser, New York, NY. ALM shall choose one arbitrator
and Advertiser shall choose one arbitrator. The two arbitrators shall jointly
choose a final arbitrator who will preside at the hearing by him/herself. None
of the arbitrators are required to be on the NAM panel of hearing officers. Fees
of the arbitration shall be borne as determined by
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the arbitrators. Any award rendered will be final and conclusive upon the
parties and a judgment thereon may be entered in any court having competent
jurisdiction. Both parties agree to continue performing their respective
obligations under this Agreement while the dispute is being resolved, except
where such performance constitutes a portion of the dispute to be arbitrated.
Notwithstanding the foregoing, the parties may apply to any court of competent
jurisdiction to obtain a temporary restraining order, preliminary injunction, or
other interim relief, as necessary, or to enforce the award of any arbitration
hereunder, without breach of this arbitration provision and without any
abridgement of the powers of the arbitrator(s). Any arbitration proceeding shall
be initiated by written notice from either ALM or Advertiser to the other party.
The place of arbitration shall be New York, New York.
3. Governing Law. This Agreement shall be governed by,
enforced, and construed in accordance with the laws of the State of New York,
without regard to or application of conflicts of-law rules or principles.
4. Compliance with Laws. Each party shall comply in all
material respects with all laws and regulations applicable to its activities
under this Agreement.
5. Severability. If any provision of this Agreement is held
invalid or unenforceable by a court or arbitrator, that provision shall be
enforced to the maximum extent permissible, and the other provisions of this
Agreement shall remain in full force and effect.
6. Force Majeure. Neither party will be liable for any
failure or delay in its performance under this Agreement due to any cause beyond
its reasonable control, including act of war, acts of God, earthquake, flood,
embargo, riot, sabotage, labor shortage or dispute, or governmental act,
provided that the delayed party (i) gives the other party prompt notice of such
cause, and (ii) uses its reasonable commercial efforts to correct promptly such
failure or delay in performance.
7. Press Releases; Publicity. Upon execution of this
Agreement, the parties agree to cooperate in preparing a joint press release
announcing the relationship between them. Each party consents to the other
party's use of its name in describing their relationship in such press release.
It is understood that no press release shall be released without the prior
written consent of both parties, which shall not be unreasonably withheld. In
general, neither party, nor any party on such party's behalf, shall publish,
distribute or otherwise disseminate any press, release, advertising or publicity
material having any reference to the other party or this Agreement, without the
prior written consent of the other party.
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8. Notices. Any notice, requests, demands or other
communications required or permitted hereunder shall be made in writing and
shall be deemed delivered (i) if by hand delivery, upon receipt thereof, (ii) if
by certified or registered mail, when received as evidenced by return receipt,
(iii) if by facsimile transmission, upon electronic confirmation thereof; or
(iv) if by overnight courier, upon such delivery as evidenced by receipt of
signature. All notice shall be addressed as follows (or such other address as
either party may in the future specify in writing to the other party):
To ALM: To Advertiser:
Address: Address:
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American Lawyer Media, Inc. clickNsettle.com, Inc.
345 Park Avenue South 1010 Northern Boulevard, Suite 336
New York, NY 10010 Great Neck, NY 11021
Attention: General Counsel Attention: Roy Israel
Phone: (212) 779-9200 Phone: (516) 829-4343 x144
Fax: (212) 592-4900 Fax: (516) 829-4395
9. Independent Contractors. The parties to this Agreement are
independent contractors. There is no relationship of partnership, joint venture,
employment, franchise, or agency between the parties. Neither party shall have
the power to bind the other or incur obligations on the other's behalf without
the other's prior written consent.
10. Waiver. No failure of either party to exercise or enforce
any of its rights under this Agreement shall act as a waiver of such right.
11. Entire Agreement. This Agreement and its exhibits (all of
which are incorporated herein by reference) are the complete and exclusive
agreement between the parties with respect to the subject matter hereof,
superseding and replacing any and all prior or contemporaneous agreements,
communications, and understandings (both written and oral) regarding such
subject matter. This Agreement may only be modified, or rights under it waived,
by a written document executed by both parties.
12. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the Effective Date.
AMERICAN LAWYER MEDIA, INC CLICKNSETTLE.COM, INC.
By: /s/ Stephen Jacobs By: /s/ Roy Israel
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Name: Stephen Jocobs Name: Roy Israel
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Title: V.P. Title: Pres. & CEO
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Annex A
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1. No Short. Neither ALM nor any subsidiary of ALM shall
engage in any short selling transactions during the 5 days prior to the closing
of the Agreement and during the Term of the Agreement with respect to the
Shares, provided, however, nothing contained herein shall prevent ALM's
affiliates at any time from conducting their businesses in the ordinary course,
including, without limitation, providing financial advisory, investment banking,
and financing services to any third party relating to any entity, including
Advertiser and/or its assets, liabilities, securities, or securityholders, or
from engaging in their ordinary brokerage, asset management, capital markets,
sales, research, proprietary and agency trading and similar activities involving
any entity, including Advertiser and/or its assets, liabilities, securities, or
securityholders, so long as appropriate procedures and protections are in place
to assure that the employees of affiliates engaged in such activities do not
utilize any confidential information obtained as a result of this Agreement in
connection with the conduct of such activities.
2. Representations and Warranties of the Advertiser.
Advertiser hereby represents and warrants to ALM as follows:
(i) the authorized capital stock of Advertiser
consists of (a) 15,000,000 shares of common stock, (b) 2100 shares of Series A
Exchangeable Preferred Stock, and (c) 4,997,900 shares of Preferred Stock not
yet designated;
(ii) the Shares represent approximately 2% of the total
number of shares of common stock of Advertiser outstanding on the date hereof on
a fully-diluted basis, after giving effect to the issuance of the Shares
hereunder, the conversion, exercise or exchange of all securities of Advertiser
convertible into or exercisable or exchangeable for shares of capital stock of
Advertiser and all anti-dilution and preemptive rights adjustments that may be
required by the issuance of the Shares hereunder;
(iii) the Shares are validly issued, fully paid and
non-assessable and are being issued in compliance with the registration and
qualification requirements of all applicable federal and state securities laws;
(iv) no form of general solicitation or general
advertising was used by Advertiser or its representatives in connection with the
offer or sale of the Shares and, assuming the accuracy of the representation and
warranty made by ALM in Section 3 of this Annex A, no registration of the Shares
pursuant to the Act or any state securities or "blue sky" laws will be required
by the offer, sale or issuance of the Shares to ALM;
(v) Advertiser is not party to any agreement which is
currently in effect, or by which Advertiser is currently bound, granting any
rights to any Person which are inconsistent with the rights granted by
Advertiser in this Agreement;
(vi) no consents, approvals or authorizations of any
Person are required in connection with the execution, delivery and performance
of this Agreement or the issuance of the Shares other than those consents,
approvals and/or authorizations already obtained by Advertiser, copies of which
have been provided to ALM; and
<PAGE>
(vii) ALM understands that (I) the Shares have not been
registered under the Securities Act by reason of their issuance in a transaction
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereof or Rule 506 promulgated under the Securities Act, (ii) the
Shares must be held indefinitely unless a subsequent disposition thereof is
registered under the Securities Act or is exempt from such registration, and
will bear the legend set forth below to this effect, and (iii) Advertiser will
make a notation on its transfer books to the effect that the Shares shall bear
the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES
LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS.
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
3. Representations and Warranties of ALM. ALM hereby
represents and warrants to Advertiser that as of the date hereof, ALM is an
"accredited investor" as defined in Rule 501 promulgated as part of Regulation D
under the Securities Act of 1933, as amended. ALM is not acquiring the Shares
with a view to a distribution or resale of any such securities in violation of
any applicable securities laws.
<PAGE>
Exhibit A
2000 RATE CARD
--------------
<PAGE>
<TABLE>
<CAPTION>
Rate
----
NATIONAL PUBLICATIONS
1x 6x 12x 18x 24x
-- -- --- --- ---
<S> <C> <C> <C> <C> <C>
The American Lawyer
-------------------
4-Color
Full Page $9,670.00 $8,890.00 $8,390.00 $7,720.00 $6,910.00
Half Page $6,530.00 $6,000.00 $5,660.00 $5,210.00 $4,660.00
Quarter Page (Horiz./Vertical) $5,350.00 $4,920.00 $4,660.00 $4,280.00 $3,830.00
Quarter Page (Square) $4,780.00 $4,390.00 $4,150.00 $3,820.00 $3,420.00
Black & White
Full Page $7,440.00 $6,840.00 $6,460.00 $5,940.00 $5,320.00
Half Page $4,740.00 $4,350.00 $4,110.00 $3,780.00 $3,390.00
Quarter Page (Horiz./Vertical) $3,560.00 $3,280.00 $3,100.00 $2,850.00 $2,540.00
Quarter Page (Square) $2,980.00 $2,740.00 $2,580.00 $2,380.00 $2,130.00
Covers
Back Cover $12,750.00 $11,730.00 $11,070.00 $10,180.00 $9,120.00
Covers 2 & 3 $11,600.00 $10,670.00 $10,070.00 $9,270.00 $8,300.00
</TABLE>
<TABLE>
<CAPTION>
1x 6x 12x 18x 24x
-- -- --- --- ---
AmLaw 100 & Other Supplements
-----------------------------
<S> <C> <C> <C> <C> <C>
4-Color
Full Page $12,500.00 $11,250.00 $10,000.00 $9,490.00 $9,140.00
Half Page $7,760.00 $6,980.00 $6,210.00 $5,820.00 $5,430.00
Quarter Page (Horiz./Vertical) $5,610.00 $5,050.00 $4,490.00 $4,210.00 $3,930.00
Quarter Page (Square) $5,330.00 $4,790.00 $4,260.00 $3,995.00 $3,730.00
Black & White
Full Page $10,300.00 $9,270.00 $8,240.00 $7,720.00 $7,210.00
Half Page $5,560.00 $5,010.00 $4,460.00 $4,180.00 $3,900.00
Quarter Page (Horiz./Vertical) $3,440.00 $3,090.00 $2,760.00 $2,580.00 $2,410.00
Quarter Page (Square) $3,130.00 $2,820.00 $2,500.00 $2,350.00 $2,190.00
Covers
Back Cover $15,000.00 $13,500.00 $12,000.00 $11,390.00 $10,970.00
Covers 2 & 3 $14,370.00 $12,940.00 $11,510.00 $10,920.00 $10,520.00
</TABLE>
<TABLE>
<CAPTION>
1x 6x 12x 18x 24x
-- -- --- --- ---
AmLaw Tech
----------
<S> <C> <C> <C> <C> <C>
4-Color
Full Page $9,670.00 $8,890.00 $8,390.00 $7,720.00 $6,910.00
Half Page $6,530.00 $6,000.00 $5,660.00 $5,210.00 $4,660.00
Quarter Page (Horizontal) $5,360.00 $4,920.00 $4,660.00 $4,280.00 $3,830.00
Quarter Page (Square) $4,780.00 $4,390.00 $4,150.00 $3,820.00 $3,420.00
Black & White
Full Page $7,440.00 $6,840.00 $6,460.00 $5,940.00 $5,320.00
Half Page $4,740.00 $4,350.00 $4,110.00 $3,780.00 $3,390.00
Quarter Page (Horizontal) $3,560.00 $3,280.00 $3,100.00 $2,850.00 $2,550.00
Quarter Page (Square) $2,980.00 $2,740.00 $2,580.00 $2,380.00 $2,130.00
Covers
Back Cover $12,750.00 $11,730.00 $11,070.00 $10,190.00 $9,120.00
Covers 2 & 3 $11,600.00 $10,670.00 $10,070.00 $9,270.00 $8,300.00
</TABLE>
<TABLE>
<CAPTION>
1x 6x 12x 26x 52x
-- -- --- --- ---
The National Law Journal
------------------------
<S> <C> <C> <C> <C> <C>
4-Color
Full Page $7,930.00 $7,590.00 $7,250.00 $6,770.00 $6,270.00
Junior Page $6,750.00 $5,930.00 $5,640.00 $5,510.00 $5,380.00
Half Page $5,780.00 $5,040.00 $4,800.00 $4,590.00 $4,520.00
Quarter Page $3,730.00 $3,430.00 $3,280.00 $3,180.00 $3,100.00
Black & White
Full Page $6,620.00 $6,270.00 $5,930.00 $5,460.00 $4,960.00
Junior Page $5,430.00 $4,620.00 $4,330.00 $4,200.00 $4,070.00
Half Page $4,460.00 $3,730.00 $3,490.00 $3,280.00 $3,200.00
Quarter Page $2,420.00 $2,120.00 $1,970.00 $1,860.00 $1,790.00
Technology Resource Guide $815.00 $685.00 $630.00 $580.00 N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1x 6x 12x 18x 24x
-- -- --- --- ---
Corporate Counsel
-----------------
<S> <C> <C> <C> <C> <C>
4-Color
Full Page $9,930.00 $8,740.00 $8,490.00 $7,650.00 $7,250.00
Half Page $6,610.00 $5,690.00 $5,620.00 $5,120.00 $4,870.00
Quarter Page (Horizontal) $5,810.00 $4,670.00 $4,470.00 $4,100.00 $3,920.00
Quarter Page (Square) $3,320.00 $4,370.00 $4,180.00 $3,850.00 $3,690.00
Black & White
Full Page $8,300.00 $7,640.00 $7,180.00 $6,340.00 $5,930.00
Half Page $4,980.00 $4,580.00 $4,310.00 $3,810.00 $3,560.00
Quarter Page (Horizontal) $3,650.00 $3,360.00 $3,160.00 $2,790.00 $2,610.00
Quarter Page (Square) $3,320.00 $3,060.00 $2,870.00 $2,540.00 $2,370.00
Covers
Back Cover $13,330.00 $12,110.00 $12,000.00 $11,390.00 $10,970.00
Covers 2 & 3 $12,800.00 $11,530.00 $11,510.00 $10,920.00 $10,520.00
</TABLE>
<TABLE>
<CAPTION>
1x 3x 6x
-- -- --
IP Worldwide
------------
<S> <C> <C> <C>
4-Color
Full Page $6,300.00 $5,545.00 $4,750.00
Half Page $4,505.00 $4,015.00 $3,550.00
Quarter Page (Horizontal) $3,875.00 $3,480.00 $3,145.00
Quarter Page (Square) $3,575.00 $3,225.00 $2,900.00
Black & White
Full Page $5,050.00 $4,295.00 $3,500.00
Half Page $3,255.00 $2,765.00 $2,300.00
Quarter Page (Horizontal) $2,625.00 $2,230.00 $1,895.00
Quarter Page (Square) $2,325.00 $1,975.00 $1,650.00
Covers
Back Cover $7,560.00 $6,425.00 $5,100.00
Covers 2 & 3 $7,245.00 $6,160.00 $4,890.00
</TABLE>
<TABLE>
<CAPTION>
1x 6x 12x 18x 24x
-- -- --- --- ---
Law Technology News
-------------------
<S> <C> <C> <C> <C> <C>
4-Color
Full Page $7,260.00 $6,625.00 $5,970.00 $5,790.00 $5,490.00
Junior Page $5,940.00 $5,425.00 $4,830.00 $4,670.00 $4,390.00
Half Page $5,130.00 $4,645.00 $4,030.00 $3,830.00 $3,570.00
Quarter Page $4,030.00 $3,660.00 $3,150.00 $3,030.00 $2,740.00
Full Page Spread $14,520.00 $13,250.00 $11,950.00 $11,570.00 $10,970.00
Junior Spread $11,890.00 $10,850.00 $9,660.00 $9,350.00 $8,790.00
Black & White
Full Page $5,900.00 $5,370.00 $4,770.00 $4,630.00 $4,440.00
Junior Page $4,580.00 $4,160.00 $3,620.00 $3,520.00 $3,340.00
Half Page $3,760.00 $3,390.00 $2,820.00 $2,680.00 $2,510.00
Quarter Page $2,670.00 $2,400.00 $1,940.00 $1,880.00 $1,690.00
Full Page Spread $11,790.00 $10,730.00 $9,530.00 $9,260.00 $8,870.00
Junior Spread $9,610.00 $8,330.00 $7,250.00 $7,040.00 $6,690.00
Covers
Back Cover $8,715.00 $7,575.00 $7,165.00 $6,950.00 $6,590.00
Covers 2 & 3 $8,350.00 $7,260.00 $6,865.00 $6,660.00 $6,315.00
Technology Resource Guide
Double Unit N/A $1,050.00 $830.00 $790.00 $750.00
Single Unit N/A $590.00 $450.00 $420.00 $400.00
</TABLE>
<TABLE>
<CAPTION>
1x 6x 12x 18x 24x
-- -- --- --- ---
LTN - 2001 Corporate Profiles
-----------------------------
<S> <C> <C> <C> <C> <C>
Color Spread $8,980.00 $8,250.00 $7,560.00 $7,325.00 $6,930.00
B & W Spread $6,300.00 $5,780.00 $5,195.00 $5,060.00 $4,870.00
Color/B & W $7,640.00 $7,015.00 $6,380.00 $6,190.00 $5,900.00
</TABLE>
<TABLE>
<CAPTION>
1x 6x 12x 18x 24x
-- -- --- --- ---
LTN - 2000 Buyer's Guide
------------------------
<S> <C> <C> <C> <C> <C>
4-Color
Full Page $5,110.00 $4,720.00 $4,360.00 $4,180.00 $4,010.00
Half Page (Island) $3,570.00 $3,290.00 $2,975.00 $2,890.00 $2,775.00
Half Page (Horizontal) $3,455.00 $3,185.00 $2,890.00 $2,805.00 $2,695.00
1/3 Page (Vertical) $2,705.00 $2,605.00 $2,480.00 $2,330.00 $2,240.00
1/6 Page (Vertical) $2,310.00 $2,090.00 $1,990.00 $1,895.00 $1,800.00
Black & White
Full Page $3,965.00 $3,575.00 $3,215.00 $3,040.00 $2,865.00
Half Page (Island) $2,425.00 $2,145.00 $1,830.00 $1,745.00 $1,630.00
Half Page (Horizontal) $2,310.00 $2,040.00 $1,745.00 $1,660.00 $1,550.00
1/3 Page (Vertical) $1,720.00 $1,465.00 $1,340.00 $1,185.00 $1,095.00
1/6 Page (Vertical) $1,165.00 $950.00 $845.00 $750.00 $655.00
</TABLE>
<PAGE>
1x 4x
-- --
Diversity & the Bar
-------------------
4-Color
2 Page Spread $12,095.00 $9,815.00
Premium Placement (Full Page) $9,975.00 $7,245.00
Standard Placement (Full Page) $7,455.00 $5,775.00
Black & White
2 Page Spread $10,080.00 $7,770.00
Standard Placement (Full Page) $6,405.00 $4,725.00
<TABLE>
<CAPTION>
No Frequency Rates Apply - 2 Issues Remaining
---------------------------------------------
"L" Magazine
------------
<S> <C> <C> <C> <C> <C>
4-Color
Covers $7,500.00
Full Page $6,000.00
Half Page $4,800.00
1/3 Page $2,650.00
Black & White
Full Page $4,750.00
Half Page $3,550.00
1/3 Page $2,025.00
</TABLE>
<TABLE>
<CAPTION>
REGIONAL PUBLICATIONS
1x 6x 13x 26x 52x
-- -- --- --- ---
New York Law Journal
--------------------
<S> <C> <C> <C> <C> <C>
Broadsheet
Full Page $6,905.00 $6,065.00 $5,325.00 $5,015.00 $4,355.00
Half Page $3,880.00 $3,650.00 $3,175.00 $2,885.00 $2,755.00
Quarter Page $2,285.00 $2,020.00 $1,810.00 $1,555.00 $1,435.00
1/8 Page $1,145.00 $1,010.00 $905.00 $780.00 $720.00
Front Page Ad $910.00 $805.00 $695.00 $545.00 $475.00
Agate Line Rate $5.25 $4.85 $4.20 $3.80 $3.60
Tabloid
Full Page $4,950.00 $4,905.00 $4,860.00 $4,500.00 $4,355.00
Junior Page $2,980.00 $2,635.00 $2,355.00 $1,890.00 $1,700.00
Half Page $2,525.00 $2,375.00 $2,055.00 $1,750.00 $1,630.00
Quarter Page $1,265.00 $1,190.00 $1,070.00 $860.00 $780.00
1/8 Page $700.00 $660.00 $600.00 $480.00 $435.00
Color Charges
2-Color ($875 additional)
4-Color ($1,175 additional)
</TABLE>
<TABLE>
<CAPTION>
1x 3x 6x 9x 12x
-- -- -- -- ---
New York Lawyer Magazine
------------------------
<S> <C> <C> <C> <C> <C>
4-Color
Full Page $10,350.00 $9,000.00 $7,850.00 $7,200.00 $6,620.00
2/3 Page $7,630.00 $7,000.00 $6,370.00 $5,920.00 $5,650.00
Half Page $6,420.00 $5,660.00 $5,020.00 $4,650.00 $4,325.00
1/3 Page $4,850.00 $4,500.00 $4,150.00 $3,900.00 $3,750.00
Quarter Page Strip $4,345.00 $3,900.00 $3,520.00 $3,300.00 $3,110.00
1/6 Page $3,250.00 $3,050.00 $2,850.00 $2,700.00 $2,600.00
Black & White
Full Page $8,975.00 $7,625.00 $6,475.00 $5,825.00 $5,245.00
2/3 Page $6,255.00 $5,625.00 $4,995.00 $4,545.00 $4,275.00
Half Page $5,045.00 $4,285.00 $3,645.00 $3,275.00 $2,950.00
1/3 Page $3,475.00 $3,125.00 $2,775.00 $2,525.00 $2,375.00
Quarter Page Strip $2,970.00 $2,525.00 $2,145.00 $1,925.00 $1,735.00
1/6 Page $1,875.00 $1,675.00 $1,475.00 $1,325.00 $1,225.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1x 6x 13x 26x 52x
-- -- --- --- ---
Connecticut Law Tribune
-----------------------
<S> <C> <C> <C> <C> <C>
Black & White
Full Page $2,075.00 $1,599.00 $1,312.00 $1,065.00 $965.00
Junior Page $1,699.00 $1,325.00 $1,075.00 $870.00 $762.00
Half Page $1,199.00 $924.00 $750.00 $609.00 $550.00
Quarter Page $688.00 $530.00 $430.00 $352.00 $305.00
1/6 Page $552.00 $425.00 $352.00 $285.00 $252.00
!/8 Page $385.00 $295.00 $242.00 $195.00 $168.00
Color Charges
Spot Color (+$225)
Two+ Insertions (+$200)
4-Color (+$800)
2x or more (+$700)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1x 6x 13x 26x 52x
-- -- --- --- ---
New Jersey Law Journal
----------------------
<S> <C> <C> <C> <C> <C>
Full Page $3,570.00 $3,025.00 $2,570.00 $2,015.00 $1,785.00
Junior Page $2,940.00 $2,465.00 $2,125.00 $1,645.00 $1,465.00
Half Page $2,305.00 $1,805.00 $1,510.00 $1,220.00 $935.00
Quarter Page (Horizontal) $1,390.00 $1,075.00 $905.00 $735.00 $555.00
Quarter Page (Vertical) $1,200.00 $940.00 $790.00 $640.00 $480.00
1/8 Page $640.00 $535.00 $450.00 $365.00 $270.00
Full Page Spread $6,425.00 $5,450.00 $4,620.00 $3,625.00 $3,210.00
Junior Page Spread $5,280.00 $4,435.00 $3,820.00 $2,950.00 $2,640.00
Color Charges
Spot Color (+$250)
3-Color (+$500)
4-Color (+$900)
</TABLE>
<TABLE>
<CAPTION>
1x 4x 8x 13x 25x 50x
-- -- -- --- --- ---
Legal Times (Washington, D.C.)
------------------------------
<S> <C> <C> <C> <C> <C> <C>
Full Page $3,505.00 $2,975.00 $2,570.00 $2,405.00 $2,045.00 $1,755.00
3/4 Page $3,035.00 $2,580.00 $2,400.00 $2,190.00 $1,830.00 $1,520.00
Junior Page $2,620.00 $2,290.00 $2,140.00 $1,920.00 $1,605.00 $1,290.00
Half Page $2,190.00 $1,895.00 $1,805.00 $1,640.00 $1,370.00 $1,095.00
1/3 Page $1,755.00 $1,530.00 $1,445.00 $1,315.00 $1,095.00 $880.00
Quarter Page $1,395.00 $1,240.00 $1,145.00 $1,045.00 $880.00 $695.00
1/6 Page $1,065.00 $930.00 $880.00 $800.00 $680.00 $535.00
!/8 Page $860.00 $755.00 $695.00 $650.00 $555.00 $440.00
Junior Page Spread $4,720.00 $4,120.00 $3,855.00 $3,460.00 $2,890.00 $235.00
Full Page Spread $6,300.00 $5,350.00 $4,760.00 $4,325.00 $3,675.00 $3,150.00
Color Charges
Earned rate plus $750
</TABLE>
<TABLE>
<CAPTION>
1 Week 5 Weeks 13 Weeks 18 Weeks 26 Weeks 52 Weeks
------ ------- -------- -------- -------- --------
Daily Report (Atlanta, GA)
--------------------------
<S> <C> <C> <C> <C> <C> <C>
Full Page
5 Inserts per week $1,800.00 $1,350.00 $1,170.00 $990.00 $810.00 $630.00
3 Inserts per week $1,890.00 $1,418.00 $1,229.00 $1,040.00 $851.00 $662.00
1 Insert per week $1,980.00 $1,485.00 $1,287.00 $1,089.00 $891.00 $693.00
Junior Page
5 Inserts per week $1,200.00 $900.00 $780.00 $660.00 $810.00 $420.00
3 Inserts per week $1,260.00 $945.00 $819.00 $693.00 $851.00 $441.00
1 Insert per week $1,320.00 $990.00 $858.00 $726.00 $594.00 $462.00
Quarter Page
5 Inserts per week $595.00 $446.00 $387.00 $327.00 $268.00 $208.00
3 Inserts per week $625.00 $468.00 $406.00 $343.00 $281.00 $218.00
1 Insert per week $655.00 $491.00 $426.00 $360.00 $295.00 $229.00
1/8 Page
5 Inserts per week $395.00 $296.00 $257.00 $217.00 $178.00 $138.00
3 Inserts per week $415.00 $311.00 $270.00 $228.00 $187.00 $145.00
1 Insert per week $435.00 $326.00 $283.00 $239.00 $196.00 $152.00
</TABLE>
<TABLE>
<CAPTION>
1x 6x 13x 25x 50x
-- -- --- --- ---
Texas Lawyer
------------
<S> <C> <C> <C> <C> <C>
Full Page $3,285.00 $2,875.00 $2,455.00 $2,175.00 $1,675.00
Junior Page $2,575.00 $2,145.00 $1,925.00 $1,695.00 $1,285.00
Half Page $2,155.00 $1,785.00 $1,595.00 $1,385.00 $1,075.00
Quarter Page $1,395.00 $1,175.00 $995.00 $885.00 $695.00
1/6 Page $1,085.00 $895.00 $785.00 $695.00 $545.00
!/8 Page $845.00 $695.00 $635.00 $565.00 $385.00
Full Page Spread $5,495.00 $4,675.00 $4,185.00 $3,645.00 $2,735.00
Back Cover (Earned rate plus 20%)
Color Charges
2-Color (+$425)
4-Color (+$775)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The Recorder (San Francisco, CA) 1x 5x 13x 26x
-------------------------------- -- -- --- ---
<S> <C> <C> <C> <C>
Full Page $2,457.00 $1,736.00 $1,468.00 $1,195.00
Junior Page $1,836.00 $1,290.00 $1,098.00 $893.00
Half Page (Horizontal or Vertical) $1,269.00 $885.00 $756.00 $610.00
Quarter Page $670.00 $473.00 $405.00 $318.00
1/6 Page $446.00 $312.00 $269.00 $211.00
!/8 Page $343.00 $240.00 $207.00 $162.00
Color Charges
Spot Color (+$325 for each color)
4-Color (+$725)
</TABLE>
<TABLE>
<CAPTION>
The Legal Intellingencer (PA) 1x 7x 13x 26x 39x 52x 100x
----------------------------- -- -- --- --- --- --- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Full Page $2,585.00 $2,285.00 $2,185.00 $2,020.00 $1,940.00 $1,680.00 $1,505.00
Junior Page $1,395.00 $1,225.00 $1,150.00 $1,085.00 $1,045.00 $965.00 $850.00
Half Page (Horizontal) $1,355.00 $1,190.00 $1,080.00 $995.00 $965.00 $925.00 $750.00
Half Page (Vertical) $1,355.00 $1,190.00 $1,080.00 $995.00 $965.00 $925.00 $750.00
Quarter Page $645.00 $560.00 $530.00 $495.00 $485.00 $460.00 $385.00
1/6 Page $475.00 $415.00 $400.00 $375.00 $355.00 $285.00 $270.00
Full Page Spread $4,315.00 $3,695.00 $3,380.00 $2,895.00 $2,780.00 $2,695.00 $2,457.00
Color Charges
2-Color (+$235)
4-Color (+$470)
</TABLE>
<TABLE>
<CAPTION>
Pennsylvania Law Weekly 1x 7x 13x 26x 39x 52x
----------------------- -- -- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
Full Page $2,620.00 $2,295.00 $2,165.00 $2,040.00 $1,955.00 $1,830.00
Junior Page $1,560.00 $1,360.00 $1,285.00 $1,210.00 $1,170.00 $1,075.00
Half Page (Horizontal) $1,440.00 $1,255.00 $1,190.00 $1,120.00 $1,075.00 $980.00
Half Page (Vertical) $1,440.00 $1,255.00 $1,190.00 $1,120.00 $1,075.00 $980.00
Quarter Page $730.00 $640.00 $605.00 $560.00 $545.00 $510.00
1/6 Page $590.00 $510.00 $485.00 $455.00 $440.00 $410.00
Full Page Spread $4,260.00 $3,730.00 $3,525.00 $3,310.00 $3,200.00 $2,980.00
Color Charges
2-Color (+$235)
4-Color (+$470)
</TABLE>
The Philadelphia Lawyer 1x 4x
----------------------- -- --
4-Color
Full Page $2,585.00 $2,115.00
2/3 Page $2,190.00 $1,825.00
Half Page $1,600.00 $1,315.00
1/3 Page $1,225.00 $1,025.00
1/6 Page N/A N/A
Full Page Spread $4,125.00 $3,600.00
4th Cover $4,185.00 $3,450.00
2nd Cover $3,775.00 $3,080.00
3rd Cover $2,970.00 $2,480.00
Contents Page $2,970.00 $2,480.00
Spot Color
Full Page $2,105.00 $1,770.00
2/3 Page $1,820.00 $1,510.00
Half Page $1,325.00 $1,100.00
1/3 Page $1,045.00 $845.00
1/6 Page N/A N/A
Full Page Spread $3,650.00 $3,240.00
Black & White
Full Page $1,735.00 $1,450.00
2/3 Page $1,520.00 $1,265.00
Half Page $1,055.00 $840.00
1/3 Page $840.00 $620.00
1/6 Page $505.00 $375.00
Full Page Spread $3,330.00 $2,940.00
<TABLE>
<CAPTION>
Delaware Law Weekly 1x 13x 26x 39x 52x
------------------- -- --- --- --- ---
<S> <C> <C> <C> <C> <C>
Full Page $1,110.00 $945.00 $860.00 $750.00 $675.00
Junior Page $750.00 $645.00 $585.00 $510.00 $460.00
Half Page (Horizontal) $700.00 $600.00 $525.00 $450.00 $400.00
Half Page (Vertical) $700.00 $600.00 $525.00 $450.00 $400.00
Quarter Page $330.00 $280.00 $260.00 $230.00 $210.00
1/6 Page $245.00 $215.00 $190.00 $170.00 $150.00
Full Page Spread $1,940.00 $1,650.00 $1,505.00 $1,315.00 $1,160.00
Color Charges
2-Color (+$235)
4-Color (+$470)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Daily Business Review (Florida) 1 Week 4-12 Weeks 13-25 Weeks 26-51 Weeks 52 Weeks
------------------------------- ------ ---------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C>
Full Page
5 Inserts per week $1,673.00 $1,405.00 $1,238.00 $1,020.00 $619.00
3 Inserts per week $2,091.00 $1,756.00 $1,547.00 $1,276.00 $774.00
1 Insert per week $3,485.00 $2,927.00 $2,579.00 $2,126.00 $1,289.00
3/4 Page
5 Inserts per week $1,223.00 $1,027.00 $905.00 $746.00 $453.00
3 Inserts per week $1,529.00 $1,284.00 $1,131.00 $933.00 $566.00
1 Insert per week $2,548.00 $2,140.00 $1,886.00 $1,554.00 $943.00
Island
5 Inserts per week $1,167.00 $981.00 $864.00 $712.00 $432.00
3 Inserts per week $1,459.00 $1,226.00 $1,080.00 $890.00 $540.00
1 Insert per week $2,432.00 $2,043.00 $1,800.00 $1,484.00 $900.00
Half Page
5 Inserts per week $965.00 $811.00 $714.00 $589.00 $357.00
3 Inserts per week $1,207.00 $1,014.00 $893.00 $736.00 $446.00
1 Insert per week $2,011.00 $1,689.00 $1,488.00 $1,227.00 $744.00
1/3 Page
5 Inserts per week $765.00 $642.00 $566.00 $466.00 $283.00
3 Inserts per week $956.00 $803.00 $707.00 $583.00 $354.00
1 Insert per week $1,593.00 $1,338.00 $1,179.00 $972.00 $589.00
Quarter Page
5 Inserts per week $528.00 $444.00 $391.00 $322.00 $195.00
3 Inserts per week $660.00 $554.00 $488.00 $403.00 $244.00
1 Insert per week $1,100.00 $924.00 $814.00 $671.00 $407.00
1/6 Page
5 Inserts per week $339.00 $285.00 $251.00 $207.00 $125.00
3 Inserts per week $424.00 $356.00 $313.00 $258.00 $157.00
1 Insert per week $706.00 $593.00 $522.00 $431.00 $261.00
1/8 Page
5 Inserts per week $275.00 $231.00 $204.00 $168.00 $102.00
3 Inserts per week $344.00 $289.00 $254.00 $210.00 $127.00
1 Insert per week $573.00 $481.00 $424.00 $350.00 $212.00
1/16 Page
5 Inserts per week $139.00 $117.00 $103.00 $85.00 $51.00
3 Inserts per week $173.00 $146.00 $128.00 $106.00 $64.00
1 Insert per week $289.00 $243.00 $214.00 $176.00 $107.00
</TABLE>
Florida Lawyer 1x 6x 12x
--------------- -- -- ---
Full Page $2,200.00 1x plus 15% 1x plus 20%
3/4 Page $1,760.00 1x plus 15% 1x plus 20%
2/3 Page $1,655.00 1x plus 15% 1x plus 20%
Half Page $1,250.00 1x plus 15% 1x plus 20%
1/3 Page $850.00 1x plus 15% 1x plus 20%
Quarter Page $650.00 1x plus 15% 1x plus 20%
1/8 Page $385.00 1x plus 15% 1x plus 20%
Color Charges
Spot Color (+$250)
4-Color (+$665)
<PAGE>
Exhibit B
ALM PUBLICATIONS
----------------
The American Lawyer
The National Law Journal
Corporate Counsel
AmLaw Tech
Law Technology News
IP Worldwide
L Magazine
National Directory of Minority Attorneys
New York Lawyer
New York Law Journal
New Jersey Law Journal
Texas Lawyer
Blue Sheet
Miami Daily Business Review
Palm Beach Daily Business Review
Broward Daily Business Review
The Recorder
The Fulton County Daily Report
The Connecticut Law Tribune
The Legal Intelligencer
Pennsylvania Law Week
Legal Times
Delaware Law Weekly
Legal Tech (other than the two NY shows)
Selected Sponsorships with the approval of ALM
<PAGE>
Exhibit C
PUBLICATION DEADLINES
---------------------
<PAGE>
<TABLE>
<CAPTION>
Reservation & Material Deadlines, Artwork Recipients, and Electronic Image Specifications, for ALM Pubs
Publication Recipient Res. Deadline
----------- --------- -------------
<S> <C> <C>
American Lawyer, The Brenda Bailey 1st bus. day of the month,
" " 1 month prior to issue month
AmLaw 100 & Supplements Brenda Bailey
AmLaw Tech "
The National Law Journal
Corporate Counsel Jim Sinkevitch The 20th of the month,
" " 2 months prior to issue month
LegalTech Program Guides
IP Worldwide
Diversity & The Bar Edna Messick
Connecticut Law Tribune
Daily Report (Atlanta) Julie Mentro
"
Delaware Law Weekly
Daily Business Review ( S. Fla.)
Florida Lawyer
L Magazine Jeanne Goffred Sep/Oct issue: August 2nd
" " Nov/Dec issue: October 9th
Law Technology News Martin Gonzalez The 20th of the month,
" " 2 months prior to issue month
The Legal Intelligencer (Phila.) Joe Gallo
Legal Times (Washington, DC) Carson Raugh Helsper Tues. of the week prior to pub date
National Law Journal Ali Cusmano 3 weeks prior to issue date
New York Law Journal Susan Fergusan 5 bus days prior to pub date
Pennsylvania Law Weekly Joe Gallo
Philadelphia Lawyer Magazine Joe Gallo 7 weeks Prior to pub. Date (Qtly.)
Recorder, The (San Francisco) Tia Mignonne 5 bus days prior to pub date
Texas Lawyer Pat Rafferty 5 bus days prior to pub date
<CAPTION>
Publication Mat. Deadline Mailing Address
----------- ------------- ---------------
<S> <C> <C>
American Lawyer, The 7 days later 345 Park Ave. South (7th Floor), NY, NY 10010
" " "
AmLaw 100 & Supplements 345 Park Ave. South (7th Floor), NY, NY 10010
AmLaw Tech "
The National Law Journal
Corporate Counsel 7 days later 345 Park Ave. South (7th Floor), NY, NY 10010
" " "
LegalTech Program Guides
IP Worldwide
Diversity & The Bar
Connecticut Law Tribune
Daily Report (Atlanta) 190 Pryor St - SouthWest, Atlanta, GA 30303
" " "
Delaware Law Weekly
Daily Business Review ( S. Fla.)
Florida Lawyer
L Magazine Sep/Oct issue: August 9th 345 Park Ave. South (9th Floor), NY, NY 10010
" Nov/Dec issue: October 16th "
Law Technology News 14 days later 345 Park Ave. South (7th Floor), NY, NY 10010
" " "
The Legal Intelligencer (Phila.)
Legal Times (Washington, DC) Wed. of the week prior to pub date 1730 M Street NW (Suite 802), Washington,DC 20036
National Law Journal 7 days later 345 Park Ave. South (7th Floor), NY, NY 10010
New York Law Journal 3 bus days prior to pub date 345 Park Ave. South (7th Floor), NY, NY 10010
Pennsylvania Law Weekly
Philadelphia Lawyer Magazine
Recorder, The (San Francisco) 3 bus days prior to pub date 10 United Nations Plaza (3rd Floor), SF, CA 94102
Texas Lawyer 3 bus days prior to pub date 900 Jackson St (Suite 500), Dallas, TX 75202
<CAPTION>
Publication Phone # E-mail Address File Format
----------- ------- -------------- -----------
<S> <C> <C> <C>
American Lawyer, The 212-545-6230 [email protected] Mac--Quark Xpress 3.3 (or higher), or
" " ----------------- Adobe Photoshop, or Illustrator
CC: [email protected]
AmLaw 100 & Supplements 212-545-6230 ----------------------
[email protected]
-----------------
AmLaw Tech " CC: [email protected] "
----------------------
The National Law Journal
Corporate Counsel 212-545-6221 [email protected] Quark Format
---------------------
" " " "
LegalTech Program Guides
IP Worldwide
Diversity & The Bar
Connecticut Law Tribune
Daily Report (Atlanta) 404-521-1227 PC: [email protected] MS Word, Acrobat, or
-----------------
" " Mac: [email protected] Quark, Photoshop
-------------------
Delaware Law Weekly
Daily Business Review ( S. Fla.)
Florida Lawyer
L Magazine 212-545-5904 [email protected] Electronic files NOT accepted
------------------
" " " "
Law Technology News 212-545-6267 [email protected] Quark Format
-------------------
" " " "
The Legal Intelligencer (Phila.)
Legal Times (Washington, DC) 202-828-0304 [email protected]
-----------------------
National Law Journal 212-545-5963 [email protected] Quark Xpress or Acrobat
-----------------
New York Law Journal 212-545-6266 [email protected] Image CAN NOT be color
-------------------
Pennsylvania Law Weekly
Philadelphia Lawyer Magazine
Recorder, The (San Francisco) 415-749-5406 [email protected] .PDF Format
-----------------------
Texas Lawyer 214-744-7711 [email protected] Quark Xpress Format
-------------------
</TABLE>
<PAGE>
Exhibit D
ADVERTISING GUIDELINES
----------------------
American Lawyer Media Copy Conditions/Policies/Special Rates
Subject to the terms of this Advertising Agreement:
The Publisher reserves the right to refuse or cancel any advertisement.
Space reservations may not be canceled after ad closing time and none may be
considered executed unless acknowledged by the publisher or associate publisher
in writing.
The publisher assumes no financial responsibility for typographical errors in an
advertisement or failure to publish an advertisement.
In no event will the publisher be responsible for errors or omissions if the
correct copy is not supplied by the advertiser by deadline.
The advertiser and agency, jointly and severally, shall indemnify and hold
harmless the publisher, its affiliates, officers, agents, and employees against
any and all claims, suits, expenses (including reasonable legal fees), and
losses resulting from the publication of the advertisement, including, without
limitation, claims or suits for libel, omissions, violation of right of privacy,
copyright infringement, or plagiarism.
If the advertiser places fewer than the number of ads specified, it is liable
for the difference between the contract rate charged and the rate applicable for
the frequency actually used in accordance with the rate card (short rate).
Positioning of advertising is at the discretion of the publisher. No positions
will be guaranteed except those that carry a premium. No coupon advertisements
will be accepted on covers. Where appropriate, color advertisers will bump
black-and-white special positions.
Advertisers and their agencies are jointly and severally responsible for
advertising costs.
Advertisers and their agencies grant to American Lawyer Media, Inc. and its
affiliates, the copyright in the advertisement, including full control of any
lawsuits arising out of any infringing use of the advertisement.
Mechanical production charges incurred on behalf of the advertiser or its agency
in the preparation of advertising materials will be billed at cost.
Advertisements produced by the publisher shall be its property and shall not be
reproduced photographically or used by other publications without its consent.
Publisher assumes no responsibility or liability for any errors that may occur
in connection with the publisher's reader service number or key numbers as
relating to any advertisement.
The publisher reserves the right to insert the word "advertisement" above any
copy.
American Lawyer Media, Inc. reserves the right to make rate changes with 30
days' notice. Orders for space and ad contracts for subsequent issues will
automatically be billed at a new rate.
