Content Licensing - The Good, The Bad, The Ugly

1. Content Licensing The Good, The Bad, The Ugly

5. The Offer Item First American Move RPR The offer MLS provides content: use in lender risk management MLS provides content for display on Move websites MLS provides content: products to Realtors® and 3 rd parties The payment Revenue share; Realist’s Value Map product if exclusive Search engine software; Public records Mapping Other data Technology and access to public records, other data Data Limits No consumer No use for marketing purposes No derivative products Not for credit, ins. eligib No direct contact

6. The Offer Item First American Move RPR Sell products to Realtors® No Yes Yes, needs contract clarification Data security Policing of data Extensive if “exclusive”; Unknown if not Current “ Commercially reasonable” standards Primary customers Lenders, underwriters, GSEs Consumer Brokers, agents, lenders, underwriters, GSEs

7. The Offer Item First American Move RPR Product description Lender risk assessment products; Match and append with marketing restrictions; fraud detection, valuations (appraisal, BPO, AVM up sell, etc.) loan mods/short sales Consumer display Move.com Sites RVM; Match and append products with marketing restrictions. Unknown other products. Consumer access No Yes Through members: distribute reports via VOWs, direct

8. The Offer Item First American Move RPR Revenue share 30% exclusive; 7% non exclusive; +5% If a client No No Level of support Not necessary Provides training materials 1 st and 2 nd tier Exclusivity Optional No No

9. The Offer Item First American Move RPR Non compete Not currently, but willing Yes Partial Reciprocity Yes Yes Yes Contract term 3 Years 5 Years 1 year

10. The Offer Item First American Move RPR Post termination rights Retains for 12 months to wind down services Retains portions of archive/historic information No actives Yes, already in use Co-branding Yes Yes Maybe Derivative products w/o approval Yes for risk management products; no for others No Yes

11. Contract Checklist Critical for each MLS

12. Contract Checklist Content Use: Yes No Maybe MLS retains license Detailed description of derivatives Content destroyed at agree. end Detailed description of applications MLS choices on which areas to participate Restrict use by other entities

14. Contract Checklist Use of Data: Yes No Maybe Define restrictions on use by MLS Participants and Subscribers RETs or MLS choice for data exchange Eliminate duplicate listings MLS approve additional databases in local market Define “free” products

15. Contract Checklist Compensation: Yes No Maybe Assumes costs of data aggregation Revenue share Public records quality, depth, timeliness Technology provided in exchange for MLS Content; Integration

16. Contract Checklist Key Terms: Yes No Maybe Contract length 90 day cancellation anytime Breach- any unauthorized use, injunctive relief and liquidated damages Immediate injunctive relief Non assignment MLS Approval for Realtor® products

17. Contract Checklist Key Terms: Yes No Maybe Process to manage data quality, correct errors Non compete clause Branding Data security Most favored nations clause Indemnification and hold harmless Governing law by MLS

20. Content Licensing The Good, The Bad, The Ugly