Common use of Initial Capitalization Clause in Contracts

Initial Capitalization. To provide for the initial capitalization of the Company, each Member will contribute the following: AD will contribute the following: (i) An exclusive, non-transferable license to the Company for so long as the Company operates the Service to (a) translate into Spanish and Portuguese all content currently displayed on and distributed through the AD Network and all content produced or acquired by AD in the future for distribution through the AD Network (collectively, "AD Content") solely for the operation, promotion, and distribution of the Front End Sites and the Service in the Territory, (b) display and distribute such translated content on and through the Internet solely in connection with the operation, promotion, and distribution of the Service in the Territory, (c) use such translated content in advertising, sponsorship, marketing materials, and promotion of the Front End Sites and the Company directed to end-users located within the Territory, and (d) display and distribute on and through the Front End Sites for distribution in the Territory such specific elements of the English language version of the AD Content as approved in advance by AD in its sole discretion. All of the foregoing will be subject to the restrictions and limitations applicable to AD under license agreements with third party providers of such AD Content. AD will use its commercially reasonable efforts to obtain from third party licensors of the AD Content all rights necessary in order to grant the foregoing rights. The Company will not (1) use or reference any portion of the English language version of the AD Content in any advertising, sponsorship, marketing materials or promotion of the Company or (2) display the English language version of the AD Content on any of the Front End Sites in a manner that is substantially similar to the "look and feel" of any AD web site within the AD Network. As between the Company and AD, AD will own all right, title and interest (except as licensed herein) in and to the AD Content and all translations and localized versions of the AD Content created by or on behalf of the Company. Notwithstanding the foregoing, if AD licenses such translations of the AD Content to an entity in which CTG does not have at least a twenty-five percent (25%) ownership interest, AD will pay the Company a license fee for such translated content subject to the approval of the Non-Independent Directors, or in the event of a deadlock, by the Independent Directors. The Company agrees to assign and does hereby assign to

Initial Capitalization. To provide for the initial capitalization of the Company, each Member will contribute the following: AD will contribute the following: (i) An exclusive, non-transferable license to the Company for so long as the Company operates the Service to (a) translate into Spanish and Portuguese all content currently displayed on and distributed through the AD Network and all content produced or acquired by AD in the future for distribution through the AD Network (collectively, "AD Content") solely for the operation, promotion, and distribution of the Front End Sites and the Service in the Territory, (b) display and distribute such translated content on and through the Internet solely in connection with the operation, promotion, and distribution of the Service in the Territory, (c) use such translated content in advertising, sponsorship, marketing materials, and promotion of the Front End Sites and the Company directed to end-users located within the Territory, and (d) display and distribute on and through the Front End Sites for distribution in the Territory such specific elements of the English language version of the AD Content as approved in advance by AD in its sole discretion. All of the foregoing will be subject to the restrictions and limitations applicable to AD under license agreements with third party providers of such AD Content. AD will use its commercially reasonable efforts to obtain from third party licensors of the AD Content all rights necessary in order to grant the foregoing rights. The Company will not (1) use or reference any portion of the English language version of the AD Content in any advertising, sponsorship, marketing materials or promotion of the Company or (2) display the English language version of the AD Content on any of the Front End Sites in a manner that is substantially similar to the "look and feel" of any AD web site within the AD Network. As between the Company and AD, AD will own all right, title and interest (except as licensed herein) in and to the AD Content and all translations and localized versions of the AD Content created by or on behalf of the Company. Notwithstanding the foregoing, if AD licenses such translations of the AD Content to an entity in which CTG does not have at least a twenty-five percent (25%) [***]* ownership interest, AD will pay the Company a license fee for such translated content subject to the approval of the Non-Independent Directors, or in the event of a deadlock, by the Independent Directors. The Company agrees to assign and does hereby assign to