Code Revision Commission et al v. Public.Resource.Org, Inc.

Filing 30

MOTION for Partial Summary Judgment with Brief In Support by Code Revision Commission, State of Georgia. (Attachments: # 1 Brief in support, # 2 Statement of Undisputed Material Facts, # 3 Exhibit 1, # 4 Exhibit 2, # 5 Exhibit 3, # 6 Exhibit 4)(Pavento, Lisa) --Please refer to http://www.gand.uscourts.gov to obtain the Notice to Respond to Summary Judgment Motion form contained on the Court's website.--

EXHIBIT 2

AGREEMENT FOR PUBLICATION

da~

THIS AGREEMENT ("Agreement"), is made thi;tL
2006,
by and between the Code Revision Commission of the State of Georgia ("Commission" or
"State") and Matthew Bender & Company, Inc., a member of the LexisNexis Group
("Publisher").
WITNESSETH:

This Agreement is entered into between the Code Revision Commission of the State of
Georgia, as established pursuant to Official Code of Georgia Annotated § 28-9-2, and the
Publisher pursuant to a Request for Proposals ("RFP") issued on October 3, 2006 by the
Commission for the purpose of providing for the publication, maintenance, and distribution of
the Official Code of Georgia Annotated ("Code") and other related services and products as
provided in this Agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Commission and the Publisher agree as follows:

1. EDITORIAL DUTIES OF THE PUBLISHER

1.1 General.

(a) The Publisher shall be responsible for the ongoing publication and maintenance of
the Code, and shall perfonn and provide all services necessary for the preparation, editorial
revision, publication and maintenance of the Code, in printed, electronic and any other form.
Duties of the Publisher shall extend to all Code publications in whatever form or medium
covered by this Agreement. The editorial and quality standards provided in this Section 1 shall
apply to all supplements and replacement volumes prepared by the Publisher and to each
updated general index prepared by the Publisher.
(b) The Publisher shall bear all editorial, publication and distribution costs associated
with the production and maintenance of the Code, without any contribution, subsidy or expense
by the Commission, or any consideration from the Commission other than the consideration
provided for in this Agreement.

(c) Upon request of the Commission, the Publisher's editors or other representatives, as
determined by the Commission, shall confer with the Commission or its staff, either in Atlanta,
Georgia, or at the offices of the Publisher.

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(d) Consultations between and decisions by the editorial staffs of the Commission and
the Publisher shall be amply documented in memoranda prepared by each party, so as to provide
documentation of and accountability for editorial decisions.
(e) The ultimate right of editorial control over all material contained in the Code shall be
in the Commission, and in the event of any disagreement between the Commission and the
Publisher over the material to be included, the decision of the Commission shall control.

(f)
The Publisher shall be required to publish the Code in conformity with the
Commission's Publication Manual for the Official Code of Georgia Annotated as provided by
staff of the Commission to the Publisher, which manual shall reflect those specific content, style,
and publishing standards of the Code as adopted, approved, or amended from time to time by the
Commission or its staff pursuant to Code Section 28-9-3 of the Official Code of Georgia
Annotated. Such manual is hereby incorporated into this Agreement by reference. The
Publisher agrees that the contents and specifications of such manual are controlled by the
Commission and that the information contained in the manual is neither confidential nor
proprietary to any publisher nor does it constitute a trade secret of any publisher.
(g) T he provisions contained in this Section 1 may be varied by mutual written consent
of the Publisher and the Commission.

1.2 Name of Publication.
The name of the publication produced and maintained pursuant to this Agreement shall
be the "Official Code of Georgia Annotated".

1.3 Content of Publication.
The material comprising the Code shall include:
(a) All statutory provisions, annotations, captions, catchlines, beadings, history lines,
editorial notes, cross-references, indices, title and chapter analyses, research references,
amendment notes, Code Commission notes, and other material related to or included in such
Code at the direction of the Commission;
(b) The United States Constitution and the Georgia Constitution, as amended;
(c) General index, indices related to local and special Jaws, and conversion tables; and
(d) Other material as provided in this Agreement.

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The Code shall include the codification of Georgia laws prepared by the Code Revision
Commission and The Michie Company and enacted by the General Assembly of Georgia by an
Act approved September 3, 1981 (Ga. L. 1981, Ex. Sess., p. 8), and subsequent current
legislative enactments of the General Assembly of Georgia.
1.4 Organization, Arrangement and Numbering.

The Publisher shall maintain the organization and arrangement of the current Code in all
supplements and replacement volumes published under this Agreement. In addition, the
Publisher shall continue the section numbering system currently in use in the Code. The United
States Constitution and the Constitution of Georgia, in place of the regular numbering system
should carry, at the top of the page as well as at the beginning of each article, section, paragraph,
or amendment, the appropriate article, section, paragraph, and amendment numbers. The
Publisher shall provide for descriptive headings known as catchlines to denote the contents of a
Code section. Such catchlines shall be printed in boldface type to the right of a Code section
number. The Publisher shall also include any catchlines at the subsection, paragraph,
subparagraph, division, or subdivision level of any Code section as contained in legislation
enacted by the General Assembly and such catchlines shall be printed in italics or large and
small capitals within the text of a Code section. The Publisher shall also provide for descriptive
headings known as captions to denote the contents of a title, chapter, article, part, subpart, or
other subdivision of the Code. The form and style of the organization, arrangement, catchlines,
and captions shall be subject to the approval of the Commission.

1.5 User's Guide.

The Publisher shall provide a User's Guide in the bound Volume l of the Code
containing instructions for the use of the Code, which shall be usable and easily understood by
both lay and legal professional persons. A reference to such User's Guide shall be included in
each other bound volume of the Code. A guide for users shall be set out in other parts of the
Code or other publications under this Agreement, as requested by the Commission.

1.6 Case Annotations.

(a) The Publisher shall compile a complete set of annotations to each statute appearing in
the Code from all court cases that are available up to the date of adjournment sine die of the
regular session of the General Assembly. Case annotations shall include all published opinions
of the Georgia Supreme Court and the Court of Appeals of Georgia, and all published opinions
of the United States Supreme Court and other federal courts that arose in Georgia and construed
Georgia general statutes, whether such decisions favor plaintiffs, defendants, or the prosecution.
Additional annotations to those required by this Paragraph may be included where determined
useful as determined or approved by the Commission. References to the annotations shall
include both the official publication and the national reporter system reference where available.

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The official state or U.S. citation shall be given first followed by the unofficial citation. The
form of the annotations shall be subject to the approval of the Commission.
(b) Every case decided by the courts mentioned in subparagraph (a) of this Paragraph
shall be read by the Publisher's editors for the purpose of preparing annotations for the Code and
the Publisher's editors shall extract from such cases all direct constructions and applications.
Annotation material shall be extracted from the cases showing reference to all pertinent
amendments, additions, and deletions in statutory and constitutional provisions subsequent to the
date of the decision being annotated. In reading cases and extracting material therefrom, the
Publisher's editors shall avoid the inclusion of long factual annotations where they do not bear
directly upon the statute involved. The Publisher's editors shall take from the cases
constructions concerning constitutionality, purpose, intent, and meaning of words and phrases as
well as illustrations as to what a particular provision applies and to what a particular provision
does not apply.
(c) After the annotations have been extracted from the cases, they shall be completely
edited and arranged under appropriate headings. Unless otherwise appropriate, constitutional
constructions shall be arranged first, followed by annotations concerning purpose, meaning, and
application of the particular provision. Larger annotations shall be given appropriate analysis
lines which shall be selected to cover the content of the material. Where headings are supplied
for annotations, such headings shall be carried so as to present a scheme at the beginning of the
annotated material. After a logical arrangement of annotation material bas been made, the
individual annotation or paragraph shall be appropriately catchlined, the catchline stating in a
few words the general content of the annotation.
(d) The Publisher shall verify each completed annotation, including the name and
citation of the case and its arrangement and catchline.

1.7 Research References.
(a) The Publisher shall include the following research references in the Code:
(1) Collateral references to American Law Reports, American Jurisprudence 2nd,
American Jurisprudence Trials, American Jurisprudence :Pleading and Practice, American
Jurisprudence Proof of Facts, Corpus Juris Secundum, Uniform Laws Annotated, related
legislation from the federal government, law reviews and other research aids currently included
in the Code;
(2) Annotations to opinions of the Georgia Attorney General;
(3) Cross-references to related Code sections and provisions; and

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(4) Any new annotations as detennined by the Publisher's editorial staff and
approved by the Commission, or as required by the Commission.

(b) The Publisher shall update all existing research references and historical data, and
check for continuing validjty of any existing references, annotations and erutor's notes before
publication of the annual supplements and replacement volumes.
(c) The fonn, arrangement, and content of research references shall be subject to the
approval of the Commission.

1.8 Legislative History.
The Publisher shall insert immediately after each Code section the source and history of
that section, including the volume, page number, and section number of the Georgia Laws for the
original Act and all arnendatory Acts relative to such section, the 1933 Code or any prior
officially enacted Code, or the court decision citation or other source of such section, including
an indication of the English common Jaw as a source. Historical notes shall be added when the
source of the section cannot be simply or adequately expressed by using the volume, page
number, and section number of the Georgia Laws. In addition, a note shall be included at an
appropriate location within the Code which relates the history of Georgia's Codes and which
specifically refers to the incorporation of principles from Georgia case law and from English
statutes in the Georgia Code of 1863. The Publisher also shall insert the bill number or bill
numbers constituting the source of the section and the amendments or modifications to the
section for all Acts enacted in 2005 or later. The form of the history lines shall be subject to the
approval of the Commission.

1.9 Notes.
The Publisher shall provide for editor's notes, amendment notes, Code Commission
notes, effective date notes, and such other notes as may be required by the Commission. Unless
otherwise directed by the Commission, such notes shall be placed at the end of Code sections for
purposes of explanation of unusual situations, description of changes, correction of errors,
reference to uncodified provisions of Acts, delayed effectiveness, and other purposes. Such
notes shall be organized and styled in accordance with the Publication Manual for the Official
Code of Georgia Annotated and as approved by the Commission.

1.10 Volume Index.
Each volume of the Code containing statutory titles shall contain an individual volume
index covering the material contained in such volume. Each volume index shall be prepared in
accordance with the specifications for the general index. Individual volume indexes shall not be
revised in the annual supplements to the volumes but shall be revised and updated when a
volume is recompiled and republished.

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1.11 Gen era l Index.
(a) The general index shall be updated and published annually. The general index shall
be published in two (2) softcover volumes in a format similar to the current Index, unless
otherwise specified by the Commission. Repealed laws shall be deleted from the general index
and references to new laws or new subjects in amended laws shall be integrated annually.
General index volumes will be bound with flexible, perfect bound covers. The general index
shall be prepared in accordance with the following general specifications:

( 1) Lines w ill be produced by an actual reading of the body of the statutes and
other material, not merely from headings or catchlines;
(2) All sections of the Code, appropriate statutes, and other appropriate material
will be separately indexed, although blanket references may also be used where a group
of sections includes the same general subject matter or where separate indexing of each
section will serve no useful purpose;
(3) The headings used in the index shall not be a mere alphabetical arrangement
of those used in the body of the statutes and other material. In choosing index headings,
the indexers shall, whenever practical, break down the large divisions employed by the
compilers of the statutes and arrange index lines under such group headings as the user
may reasonably be expected to look for in an index prepared on an alphabetical or
catchword plan. All major terms used in the statutory portion of the Code shall be
represented in the index. All short titles used in the statutory portion of the Code shall be
represented as main beadings in the index and shall also be compiled in a separate table
index preceding the general index entries;

(4) Headings, subheadings, and the lines and sublines under the headings and
subheadings shaJI be arranged alphabetically throughout;
(5) Where matter may be reasonably indexed un der more than one descriptive
word, it shall be indexed under each of such descriptive words either by a direct reference
or a cross-reference, and no section shall be indexed in less than two entries;
(6) Under each heading the lines will begin with some descriptive word, so as to
be readily located without the necessity of scanning everything under such heading;
(7) The index shall include popular names of Acts;
(8) All cross-references shall be made:
(A) Wherever a heading consists of an expression for which there is a
common synonym;

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(B) Whenever there is a group of lines (one flush line and two or more
indented lines) which, having been put under a chosen heading, might also
properly be put under other headings; the object being to gather all related matter
together in one place, with cross-references in all the other places, rather than
scattering the lines around, with some under one heading and others under
different headings; but this will not apply to single lines, which shall be
duplicated in all appropriate places;
(C) Where matter under a heading might reasonably be expected to be
found under some other heading; and

(D) In all other instances, where, in the judgment of the indexers or the
Commission, cross-references would be helpful to the user.

(b) Adequate precautions shall be taken to see that all cross-references correctly refer to
the place intended and are not of the "blind" or "double j ump" type, leading either to nothing or
to another cross-reference.
(c) The Publisher shall aflJ?.ually provide the updated general index upon its completion
to the Commission in an electronic format acceptable to the Commission as readily usable for
the purposes of research and generating a display and printout of how any one or more sections
are indexed.

1.12 Local and Special Law Index.

(a) A complete index to all local and special laws and general laws of local application
shall be published as a part of the Code. The local and special laws index shall contain
references to the volume and page of the Georgia Laws at which all local and special laws may
be found.

(b) Entries relating to each municipality, county, authority, court, or other topic shall be
divided into two sections. The first section shall contain all currently effective local and special
laws pertaining to such topic and each amendment to such laws, even though any such
amendments may have been superseded by a later amendment The second section under each
topic shall contain references to all local and special laws pertaining to such topic which have
been repealed and which are no longer in effect. In the event that the name of any municipality,
county, authority, court, or other topic for which index entries arc made in the local and special
laws index has been changed, index entries shall be made under the current name and
cross-references shall be made to former names.
(c) Care shall be taken to ensure consistency in the manner in which Acts of similar
subject matter pertaining to the same topic are indexed.

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( d) The local and special laws index shall also include an index of general laws of local
application, arranged according to the census under which they were originally enacted. Such
local and special laws index shall also include a table showing the population of Georgia
counties according to each census begiTllling with the United States Decennial Census of 1920
and shall likewise include a list of the population of each county in order according to the
population of each county according to the most recent census available.
(e) As used in this Paragraph or elsewhere in this Agreement, the term ''local and special
laws" shall include laws enacted by the General Assembly of Georgia which, by their terms, are
of less than state-wide application and shall also include ordinances and resolutions adopted by
municipalities and counties under their home rule powers and which are published in the
Georgia Laws, local amendments to the Constitutions of Georgia, miscellaneous resolutions
adopted by the General Assembly which are not codified but which appear in the Georgia Laws,
and other laws and resolutions which appear in the Georgia Laws but which are not included in
the general index.
1.13 Tables.
The Publisher shall publish as a part of the Code parallel reference tables between the
Code, the Code of Georgia Annotated (published by the Harrison Company), the 1933 Code, and
all previous Codes, and between previous Constitutions of Georgia. In addition, the Publisher
shall include such additional reference tables as the Publisher determines to be appropriate with
the approval of the Commission, or as requested by the Commission.

1.14 Constitutions of the United States and the State of Georgia.
(a) The Publisher shall include in the Code the Constitution of the United States and the
Constitution of the State of Georgia, with appropriate annotations and references to those
Constitutions in all respects conforming to the statutory annotations set forth in Paragraphs 1.6
and 1.7 of this Agreement; however, annotations to the United States Constitution for federal
court cases need only refer to those cases that arose in the State of Georgia and construed general
Georgia statutes or Georgia constitutional provisions. The Publisher shall prepare separate
indices for each Constitution.
(b) As a part of preparing the supplements and replacement volumes for the 2007 general
session of the Georgia General Assembly, the Publisher shall provide for the replacement of the
volume containing the Georgia Constitution which shall be revised to include a history line for
each Constitutional provision containing its origin with ratification of the 1983 Constitution and
any subsequent amendments. Such history line shall be annually updated as appropriate by the
Publisher in subsequent years. The fonn of the history line shall be subject to the approval of the
Commission.

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1.15 Limitations of Editorial Changes.
(a) In performing editorial services, the Publisher shall copy the exact language of the
text of those statutes as it appears in the enrolled acts sent to the Publisher by the Commission
staff, except as otherwise specifically instructed by Commission staff, including, but not limited
to, changes to the statutory text under the authority of Code Section 28-9-5.
(b) The Publisher shall call to the attention of the Commission staff any Code sections or
provisions that it believes may have been repealed by implication either by judicial action or by
enactment of subsequent legislation or that the Publisher believes may keep the laws from being
accurate, clear, and harmonious, as for example statutes that are obsolete; that are inconsistent,
duplicating, or overlapping with others; that contain grammatical or typographical errors; or that
arc otherwise defective in form, substance, or relation to other statutes affecting the same
subject. The Publisher shall take only such action as the Commission staff may approve, if any.
(c) The Commission, from time to time, shall confer with the Publisher's editors and
shall instruct the editors as to the manner of handling the individual suggestions and specify
whether to incorporate suggested changes and additions into the Code or whether such
suggestions and changes must be effected by the General Assembly of Georgia.

1.16 Editor's Qualifications.
All editors and indexers involved in the preparations of upkeep materials for the Code,
other than copy editors and index technicians, shall be lawyers. As used in this Paragraph,
"lawyer" means a graduate of an accredited Jaw school admitted to the practice of law in one or
more jurisdictions. All copy editors and index technicians must have been appropriately trained
and must be supervised by lawyer editors. The Publisher shall designate one (1) lawyer editor
for primary editorial responsibility of the Code. The Publisher shall notify the Commission of
any staffing changes in editors, indexers, and other key staff involved in producing the materials
for the Code within ten (I 0) days of such change.

1.17

Prepublication Review.

With respect to supplements, replacement volumes, and updates of the general index, the
Publisher shall afford the Commission an opportunity for prepublication review and correction
of errors therein. Such prepublication review process shall meet the following standards:
(I) The Publisher shall be responsible for proofreading and other quality control
procedures sufficient to ensure that such materials accurately incorporate the enactments
of the General Assembly and meet the requirements of this Section I;

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(2) The purpose of prepublication review by the Commission shall not be to
serve as a primary proofreading or quality control function but to ensure to the
Commission's satisfaction that the Publisher has properly carried out its proofreading and
quality control procedures;
(3) Submission of material to the Commission for prepublication review shall be
according to a schedule approved in advance by the Commission so as to allow the
Commission ample time for review; and
(4) Any errors or deficiencies noted by the Commission during prepublication
review shall be corrected by the Publisher prior to publication at no charge to the
Commission.

2. PUBLICATION DUTIES OF THE PUBLISHER.

2.1 Gener al.
The Publisher shall provide all printing and distribution services necessary to publish and
distribute the Code and all other publications described in this Agreement, in printed, electronic
and any other form. The Publisher shall secure all materials needed to compile the Code, except
copies of legislative acts in printed, electronic, or both printed and electronic format furnished by
the Commission. The Publisher agrees to maintain at all times an adequate staff and adequate
publishing and distribution facilities necessary to carry out its duties under this Agreement

2.2 Supplements.
Supplements shall, as directed by the Commission, contain legislation of a general and
pe1manent nature enacted and approved at the preceding regular session of the Georgia General
Assembly, as well as legislation of a general and permanent nature enacted and approved at any
preceding special session, and not yet included in the bound volumes of the Code. For the
benefit of Code users requiring supplemental information more frequently than annually,
material and data for ad-interim update between publications of supplements may be prepared
and sold separately by the PubUsber; provided, however, the Commission retains the right to
require the Publisher to publish interim updates within a reasonable period containing general
legislation enacted at a special session of the General Assembly.

2.3 Replacement Volumes.
(a) When supplements become inconveniently large or when major legislation affects
the contents of bound volumes, the Publisher may recompile and replace the affected bound

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volumes with the prior consent and approval of the Commission. The Commission staff shall
make an annual recommendation to the Commission regarding a schedule of replacement
volumes for the following general session updates. Prior to this, the Publisher may make
recommendations to Commission staff regarding such schedule. The Publisher shall schedule
for publication replacement volumes as approved by the Commission.
(b) If the content or arrangement of a volume proposed as a replacement volume is
different from the content or arrangement of the volume to be replaced, the changes shall be
specified by the Publisher and subject to approval by the Commission. The present style of
numbering volumes shall be continued, unless a change is authorized by the Commission. The
Commission also reserves the right to change volumes to be replaced if circumstances, such as
legislative actions, make those changes desirable.
(c) The Publisher, through an experienced editorial staff, shall review material in each
volume before its replacement and refer to the Commission or its staff any laws in such volume
that it considers to be archaic, obsolete or unconstitutional. Any archaic or obsolete research
referehces or armotations shall be removed before replacement, with the approval of the
Commission.
(d) The Publisher shall possess sufficient production capacity to provide replacement
volumes in a timely manner as directed by the Commission. Those volumes shall match the
current publication in materials and form as closely as possible. The publication of all
replacement volumes and their retail prices shall require the prior approval of the Commission.

2.4 Inventory of Additional Code Sets or Volumes.
At all times during the period of this Agreement the Publisher shall keep available a
reasonable supply of complete sets of the Code and supplements and individual volumes of the
Code and supplements, to meet the needs or requests of users for purchase or replacement, or
shall have the ability to produce and distribute a complete set or any individual volume that is
requested for purchase or replacement within two (2) weeks from the date of the request. The
Publisher shall be required to provide an accounting of available inventory at any time, upon
request of the Commission.

2.5 Internet Access to Georgia Code.
(a) The Publisher shall provide access to the Code on the Internet as follows:
(I) The Publisher shall publish and maintain an una1motated Code on the
Publisher's Internet site, at no charge to the Commission or the State. The Commission and the
State Bar of Georgia shall be authorized to provide for a weblink from the website of the
Georgia General Assembly and the State Bar of Georgia to such unmmotated Code at no charge.
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There shall be no charge to users for accessing the unannotated Code on the Publisher's Internet
site. The Publisher shall track usage of the Code on its Internet site, and after each year of
publication, the Publisher shall provide usage reports to the Commission with usage and the
effect, if any, on subscriptions to the Code in print and on CD-ROM.
(2) The online unannotated Code shall be accessible to the public 24 hours per
day, 7 days per week. In no event shall a user be required to register, log-in, or establish a
usemame or password in order to access the unannotated Code. The online unannotated Code
shall include the text and numbering of all Code sections; numbers of titles, chapters, articles,
parts, and subparts; catchlines, captions, and headings; and history lines. The online unannotated
Code shall be fully searchable, including text in the catchlines, captions, and headings and shall
also be accessible by links from the table of contents.
(3) For any publication on the Internet of the unannotated Georgia Code or the
Code, the Publisher shall provide appropriate notices of the State's copyright interest. All
visitors to the Internet site shall be notified that reproduction of any portion of the unannotated
Georgia Code or the Code, other than Code section text and numbering, is prohibited unless
permission has been granted by the State. The copyright notice shall appear at the outset of each
"session" with the unannotated Code, and each screen shall display the copyright. The form and
content of the notice shall be as approved by the Commission.
(b) The Publisher shall provide the Commission with the data for an unannotated
Georgia Code to be used on an Internet site maintained by the State, if requested by the
Commission.

2.6 Electronic Version.
(a) The Publisher shall provide to the Commission in electronic format the current Code.
Such electronic format shall be approved annually as to format, content, and coding by the
Commission prior to its production by the Publisher so as to ensure that it is usable for the
purposes desired by the Commission. Without limiting the generality of the foregoing, it is
contemplated that these purposes shall include computerized bill drafting, computerized search
and retrieval and printing of all materials in the Code, and computerized legal research. It is
contemplated that the electronic format furnished will completely eliminate the state's need for
the separate statutory computer data base heretofore mruntained by the state.
(b) The electronic format of the Code furnished pursuant to subparagraph (a) of this
Paragraph may be used by the State in any manner in which it deems fit, provided that such
electronic format shall not be used in any manner to generate printed volumes or sets of the Code
which would compete with the printed volumes or sets produced by the Publisher except as
specifically authorized by Paragraph 8.2 or by subparagraph (c) of this Paragraph.

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(c) Upon and after the termination of the Publisher's right to sell and distribute the Code
under this Agreement, or upon and after the state's award of a successor agreement for
publication of the Code and within the final twelve (12) months of the Publisher's right to sell
and distribute the Code under this Agreement, the Commission may furnish another successor
publisher with whom it contracts originals or copies of the electronic fonnat Code furnished
pursuant to subparagraph (a) of this Paragraph for the successor publisher's use in the
performance of its Agreement.

2.7 Database Compare.

The Publisher shall provide for the electronic comparison of its Code database with the database
of statutory text of the State. The comparison shall include all of the statutory text and Code
section numbering. The comparison shall result in a document containing discrepancies between
the databases including all material that is in the Publisher's Code database but not in the State
Code database and material that is in the State's Code database but not in the Publisher's Code
database.
2.8 CD-ROM.

(a) The Publisher shall:
(1) Publish, license and distribute a CD-ROM Edition of the Code. The
Publisher shall render and perform all services necessary for the preparation and publication of
the CD-ROM, and shall bear all editorial, publication and distribution costs, without any
contribution, subsidy or expense by the State. General requirements for the contents and the
publication of the CD-ROM are as stated in Exhibit C, which is incorporated into an d made a
part of this Agreement.
(2) Bear sole responsibility to assure that the statutory text and other materials on
the CD-ROM are accurate and are in compliance with this Agreement.
(3) Provide the Commission with a list of the subscribers to the CD-ROM
Edition in the same manner as required for the Code under Paragraph 2.10.
(b) There shall be no charge for subscriptions to the CD-ROM Edition for State
Government Subscribers. State Government Subscribers may use subscriptions to the CD-ROM
Edition on stand-alone computers or on local area networks or intranets without incurring any
charges therefor, including concurrent user charges, regardless of the number of concurrent
users. Any department or agency of the state which desires to reproduce and distribute or sell
copyrighted materials from the Code in printed book format as authorized by Paragraph 8.2 and
which is a State Government Subscriber may download and prepare for printing a copy of such
material from the CD-ROM which the department or agency receives as a State Government
Subscriber.

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(c) For purposes of this Agreement, the term:
(1) "CD-ROM" means compact disc-read only memory format, and shall also
mean and include DVDs (Digital Versatile Discs).
(2) "CD-ROM Edition" means the CD-ROM or DVD version of the Official
Code of Georgia Annotated together with other data bases and retrieval software
contained on a CD-ROM or DVD, or both, as published by the Publisher pursuant to this
Agreement.
(3) "General Subscribers" means all Subscribers who are not State Government
Subscribers.
(4) "Hypertext linking" means the ability to directly access referenced material
contained on the CD-ROM Edition from a referencing citation on the CD-ROM Edition.
(5) "State Government Subscribers" means subscribers which are departments,
agencies, divisions, authorities, entities, or officials of the state government of the State
of Georgia, and shall include the Office of Legislative Counsel and other offices,
officials, and employees of the General Assembly of Georgia and each house thereof,
members of the General Assembly of Georgia, Justices of the Supreme Court of Georgia,
Judges of the Court of Appeals of Georgia, judges of the superior courts, judges of the
state courts, judges of the probate courts, judges of the j uvenile courts, chief magistrates
of the magistrate courts, district attorneys, the Attorney General and the Department of
Law, the state law library, county law libraries, libraries of law schools, colleges, and
universities which are units of the University System of Georgia, and any other entities,
including nonprofit organizations, or groups of officials or employees of the State of
Georgia or of any counties, municipalities, boards of education, authorities, or political
subdivisions which have been designated by the Code Revision Commission as State
Government Subscribers.
(6) "Subscriber" means any individual or any private, government, or other entity
which has executed a Subscription Agreement with the Publisher for the license and use
of the CD-ROM Edition, and includes General Subscribers and State Government
Subscribers.
(7) "Subscription Agreement" means an Agreement between the Publisher and
any private, governmental, or other entity or person for the license and use of the
CD-ROM Edition.

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2.9 Errata Notices.
Whenever the Commission or Publisher discovers any errors or om1ss1ons in the
published materials comprising the Code, the Commission may direct the Publisher to correct
such errors and omissions, at the Publisher's expense, through the distribution of errata notices,
paste-in correction sheets, or such other corrective matter as may be directed by the
Commission. The Publisher shall notify the Commission staff immediately upon discovery of
any errors or omissions that may warrant an errata notice.

2.10 Subscriber Information.
The Publisher shall furnish the Commission on an annual basis and upon request by the
Commission the number of subscribers to the Code. The Publisher also shall furnish the
Commission with a listing of persons or entities subscribing to the Code, upon request of the
Commission or its staff. The subscriber list shall be furnished in both printed fonn and in a data
processing medium reasonably designed to facilitate use by the Commission. The Publisher
agrees that the Commission may furnish the subscriber list to any successor publisher to
facilitate a transition between publishers and waives any rights in the subscriber list to the
contrary. The Commission agrees not to use the subscriber list for purposes of marketing any
product competing with the Code or any Code product.

2.11 Subscr iber Assistance.
(a) The Publisher shall maintain a toll-free telephone number and fax number and an
e-mail address at which Code subscribers and other purchasers may consult the Publisher
concerning billing, editorial, or index questions. The Publisher also shall provide postage paid
response and suggestion cards similar to those currently in use for the convenience of
subscribers and other purchasers.

(b) The Publisher shall annually provide the Commission with a summary of problems
reported to it concerning the Code.
2.12 Onlin e Access fo r L egislators.
The Publisher shall arrange for its affiliate LexisNcxis to provide members of the
Georgia General Assembly with access through Lexis.com to fu lly searchable Georgia primary
Jaw materials and federal statutory and case law materials for use by the legislators only in their
official duties directly related to their elected office. Such access shall be provided at no charge
to the members. The materials included are as listed on Exhibit E, attached hereto and
incorporated herein, and are subject to change as LexisNexis adds or deletes material in this
menu for distribution lo its customers at large. An authorized agent of the Commission shall
sign on behalf thereof LexisNexis's regular lerms and conditions for use of Lexis.com for

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purposes of this paragraph and shall certify to LexisNexis the names of those members to whom
such access is provided. The online service shall be available annually November 1 through the
end of each year's legislative session and will be accessible through a customized wcbpagc
created specifically for the Georgia General Assembly members.

3. SPECIFICATIONS.
(a) The Publisher shall publish the Code in the number of volumes approved in writing
by the Commission. The volumes shall continue to be similar to the volumes of the present
Code in style, format, appearance and quality. The final decision as to contents of each volume
shall rest with the Commission as communicated by the Com.mission staff. The Code shall be
divided so as to equalize the number of pages for the volumes as closely as possible. No volume
shall have less than 700 pages or more than 1,400 pages except upon approval of the
Commission. The Publisher shall attempt to effect a uniform thickness for individual volumes.
Different weights and bulk of paper may he used to accomplish this, but the Commission shall
approve all paper differing from the standard specified prior to actual printing. The printing
specifications shall be the same as the printing specifications for the Code in effect on the day
before the effective date of this Agreement. Larger or smaller volumes in particular instances
may be published with the written approval of the Commission through the Commission staff.
(b) All sets of the Code, replacement volumes and supplements shall be made to
conform in all respects to existing volumes of the Code. Materials shall be equal or superior
quality to existing volumes. Books shall be Smyth sewn in sheets folded, where possible, in
lhirly-lwo page signatures and on three, seven-sixteenth tapes, or sewn by a process to produce a
volume as strong as that commonly known as "Library Editions." Each signature shall be
collation marked.
(c) End sheets shall be 80-lb. offset with a grain running parallel with the binding edge,
and the first and last signatures shall be tipped and reinforced using one inch gummed Cambric,
gathered, sewn using textbook thread, smashed, glued off, resmashed, three sides trimmed,
rounded and backed with the backing not to exceed 114 inch; and, also, lined up using legal super
which extends at least 1/4 inch beyond the reinforced area, covered with heavy Kraft paper glued
affording proper adhesion to allow loose-back casing in. Mercerized headbands shall be applied
and the book shall be cased in using suitable adhesive to prevent warpage and to penetrate
Pyroxylin cloth.
(d) All of the material used in binding or printing that has a grain shall have the grain
running parallel to the binding edge of the book.
(e) The binders shall be so designed that when the volume is opened for use, it will
remain open without further physical support and will afford a full view of the page to the
reader.
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(f) The back cover shall have a reinforced pocket to accommodate pocket part
supplements. A stub is to be left in the binding of each volume to accommodate pocket part
supplements of no Jess than 1/4 the size of that volume or 300 pages, whichever is greater, so
that the binding of the volumes will not be strained; provided, however, that the requirements of
this subparagraph may be amended by mutual consent of the Publisher and the Commission.
(g) The case shall consist of such material as shall be approved by the Commission, with
the advice of the Publisher, but in no event shall the case be of a quality less than Pyroxylin
coated Buckram equal to "F" grade Legal (or equal) over No. 18 binders board with the grain
running parallel to the binding edge.
(h) All words and numbers on bindings shall be stamped in imitation gold foil of
pennanent nature. The comers of the case are to be square with a minimum of 1/2 inch
in-turning on all four edges and the case lining strip is to be of suitable material for loose-back
binding.
(i) The paper, including the weight, finish, and color thereof, to be used in printing shall
be specified by the Commission with the advice of the Publisher. The Publisher shall furnish
paper samples to the Commission.
(j) The color and texture of the binding cloth shall be selected by the Commission after
consultation with the Publisher. The Commission shall approve the design, materials, stamping,
etc., after receiving samples submitted by the Publisher. Each bound volume shall be
individually shrink wrapped or boxed in such a manner as to protect the volume from dust and
damage during storage and shipment.

(k) Unless otherwise directed by the Commission, all supplements shall be in all respects
of equal quality with the bound volumes of the Code except that a different weight or thickness
of paper may be used, if approved by the Commission.
(1) The specifications contained in this Section 3 may be varied by mutual written
consent of the Publisher and the Commission.

4. SCHEDULES AND DELIVERY.

4.1 Annua l Updates.
Supplements, replacement volumes, an updated general index, and any other applicable
update materials shall be prepared and shipped by the Publisher no later than 75 days following
the receipt by the Publisher of the text of all enrolled acts enacted at each regular session of the

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General Assembly (exclusive of approval dates, page numbers, or other material added after
adoption by the General Assembly) in an electronic format specified by the Commission,
beginning after the 2007 regular session of the General Assembly and annually thereafter during
the term of thfa Agreement.

4.2 Internet Access to Georgia Code.
The online unannotated version of the Code, as provided for in Paragraph 2.5, shall be
made available no later than January 15, 2007. Such online version shall be updated no later
than thirty (30) days following the date of publication of the annual supplements and other
update materials.

4.3 Electronic Version.
The Publisher shall deliver the electronic version of the Code, as provided for in
Paragraph 2.6, no later than thirty (30) days following the date of publication of the annual
supplements and other update materials, or at such earlier time as the electronic version may
otherwise be distributed to search service companies. The electronic version shall be delivered
to the Commission as directed by the Commission staff. The Publisher agrees to provide such
assistance as may be necessary to enable the Commission to make full use of the electronic
version.

4.4 Database Comparison.
The Publisher shall complete the database comparison provided for in Paragraph 2.7,
including a list of any errors which may warrant any errata notices, and provide the same to the
Commission no later than thirty (30) days following the date of publication of the annual
supplements and other update materials.

4.SCD-ROM.
The Publisher shall make available an updated version of the CD-ROM required in
Paragraph 2.8 no later than thirty (30) days following the date of publication of the annual
supplements and other update materials, or the beginning of the next calendar quarter following
such publication, whichever is later.

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4.6 Errata Notices.
Any corrections as provided for in Paragraph 2.9 shall be made to the Publisher's
database and published and shipped no later than thirty (30) days after the date the Commission
directs the Publisher to make such corrections.

5. PRICES.
5.1 Setting of Prices.

(a) Except as otherwise provided in subparagraph (b) of this Paragraph, on and after July
1, 2007, and for the remainder of the term of this Agreement, unless otherwise adjusted pursuant
to Paragraph 5.2, the prices charged by the Publisher shall not exceed the prices specified in
Exhibit D, which is incorporated into and made a part of this Agreement. From December 1,
2006 through June 30, 2007 the Publisher may sell any inventory of the Code at the prices
approved by the Commfasion in July 2006 pursuant to the Agreement dated December 2, 1998
between the State of Georgia and LEXIS Law Publishing.

(b) From December I, 2006 through June 30, 2007, the Publisher may sell any inventory
of the Code that the Publisher purchases from the preceding publisher pursuant to Section 2-6-7
of the Agreement dated December 2, 1998 between the State of Georgia, acting through its Code
Revision Commission, and LEXIS Law Publishing at the prices approved by the Commission in
July 2006 pursuant to such 1998 Agreement; provided, however, that this provision shall be
inapplicable in the event that the Publisher is the same as, or a successor-in-interest to, the
preceding publisher.

(c) The Publisher shall provide annual updates at no charge to those State entities having
subscriptions on November 15, 2006. For purposes of this subparagraph, "State entity" is
defined to include only:
(I) Departments, agencies, divisions, authorities, entities, or officials of the state
government of the State of Georgia, and includes the Office of Legislative Counsel and other
offices, officials, and members and employees of the General Assembly of Georgia;

(2) The Justices of the Supreme Court of Georgia, Judges oftbe Court of Appeals of
Georgia, and the judicial circuits, state courts and superior courts;
(3) The state's district attorneys and solicitors, and the state's public defenders; and
(4) The law schools, colleges, and universities which are units of the University System
of Georgia.
Such annual updates will be provided for the duration of this Agreement.

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5.2 Price Changes.
(a) In the absolute and sole discretion of the Commission, the prices fixed in Paragraph
5.1 may be adjusted once a year by the Publisher effective on or after the date of publication of
annual supplements or other update materials of each year begirming in 2008, in light of all
relevant factors. Relevant factors shall include but not be limited to: (I) quality of work
performance, including but not limited to accuracy and editorial quality of page proofs submitted
for prepublication review, quality of the final published product, and number and severity of
errata sheets required after publication; (2) number of days that the previous year's annual
supplements and update materials were shipped earlier than the 75 days required in Paragraph
4.1, if any; (3) rate of inflation; (4) cost of labor and materials; (5) quantity of printed pages; (6)
rates of local, state, and federal taxes; (7) energy costs; and (8) extra or extraordinary functions
required by the Commission to be performed by the Publisher for the benefit of the general
public, the state, or both. The Commission may, in its absolute and sole discretion, approve a
price change initiated by either party. The Publisher shall provide the Commission with all
relevant information relating to a proposed price change.
(b) Both parties to this Agreement recognize that the provisions herein governing time of
availability and accuracy of published materials are of the essence. Both parties recognize that
failure of the Publisher to comply with such provisions may decrease the value of the Code to
subscribers. Accordingly, in the event of material failure of the Publisher to comply with such
provisions, the Commission is authorized in its sole discretion (after notice to and consultation
with the Publisher) to decrease any or all of the maximum prices otherwise chargeable by the
Publisher, so as to compensate subscribers reasonably and proportionately for any such decrease
in value. However, such a decrease shall not apply if. the failure to comply is due to the
Commission's acts or omissions or is due to any matter beyond the control of the Publisher.

5.3 Discounts.
The failure of the Publisher to have the supplements, replacement volumes, and other
update materials shipped not later than seventy-five (75) days as required by Paragraph 4.1, shall
give rise to a discount on purchases of the Code, supplements, individual volumes, replacement
volumes, and index volumes. Unless waived by the Commission, the amount of the discount
shall be equal to one percent (1%) of the price for each of those Code products for each period of
three (3) working days or less by which shipment is late. The additional discount shall be in
effect through the end of the calendar year in which the failure to meet the deadline occurs.

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6. COPYIUGHT.
6.1 General.
(a) The work of the Publisher on the Code, the CD-ROM Edition, and other publications
covered under this Agreement is work made for hire for the purposes of the copyright laws of the
United States, and shall be and remain the sole and exclusive property of the State of Georgia,
acting through the Commission.
(b) All the contentc; of the Code, including all supplements and replacement volumes, the
CD-ROM Edition, and those parts of any other publications required by this Agreement or
authorized by the Commission that incorporate Code copyrightable materials, to the extent of
such incorporation, shall be copyrighted in the name of the State of Georgia, acting through the
Commission, and all copyrights thereto shall be vested, held, and renewed in the name of the
State of Georgia, acting through the Commission. The copyrights shall cover all copyrightable
parts of the Code in all relevant media, including print and electronic forms.

(c) The Publisher, on behalf of the Commission and in the name of the State of Georgia
as copyright owner, shall take all necessary actions to obtain and register a copyright on any new
or additional materials prepared for the Code and other publications. In addition, the Publisher
shall take all necessary actions to renew any existing copyrights on the Code, the CD-ROM
Edition, and Code materials in the name of the State of Georgia, acting through the Commission.
The Publisher shall annually provide evidence of the registration or renewal of all copyrights to
the Commission staff.
(d) The Publisher shall cooperate with and assist in the defense or initiation of any
actions relating to the copyright rights referenced in this Agreement.

(e) The Commission shall be the sole entity of the State that may exercise control over
the State's copyright on the Code, the CD-ROM Edition, and Code materials.

6.2 Notice of Copyright.
(a) Any publication of the Code or portions of the Code shall identify it as the "Official
Code of Georgia Annotated" or a selected portion thereof without any additional qualifier or
name that would indicate to a user that the Code is not a State copyrighted publication, and shall
include notice of the State's copyright.
(b) The Publisher shall label the CD-ROM Edition, both in documentation and on an
initial screen which is displayed before a user obtains access to the Code, with the following
statement:

"The Code Revision Commission of the State of Georgia, as holder of the copyright to
the Otlicial Code of Georgia Annotated, has licensed the use of the Code by

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- - - - - -- - - on this CD-ROM (or DVD) version. This CD-ROM (or DVD)
version contains a merged version of the Code in whjch the material in the supplements
has been merged with the material in the case bound, printed volumes of the Code to
form a single data base. In the event of any discrepancy or difference between the Code
contained on the CD-ROM (or DVD) version and the Code contained in the printed
volumes and supplements, the printed volumes and supplements shall control."

7. SUPERVISION.
If there is any disagreement as to material to be included in the Code or as to any
codification, armotation or other matter of editorial content, the Publisher shall abide by and
follow the decision of the Commission as communicated by the Commission staff. If there is
any other dispute between the Publisher and the Commission concerning publication of the Code
or the Publisher's duties or performance under this Agreement, the decision of the Commission
shall prevail.

8. RIGHTS TO PUBLISH AND SELL.
8.1 Publisher's Right to Publish and Sell.
(a) Except as otherwise provided in this Agreement, the Publisher is granted the
exclusive right to distribu~e and sell in printed, bound book format sets and volumes of the Code
as well as the exclusive . right to publish, distribute, and sell printed annual supplements and
periodic printed replacement volumes to the Code from March 2, 2007 through the tenn of this
Agreement. Notwithstanding any rights granted pursuant to this Agreement, the Commission
retains aJI rights to grant to others the right to use captions, catchlines, history lines, and other
components of the Code, CD-ROM Edition, and on-line version.
(b) From December 1, 2006 through March 1, 2007, the Publisher is granted nonexclusive rights to distribute and sell any inventory of the Code that the Publisher purchases
from the preceding publisher pursuant to Section 2-6-7 of the Agreement dated December 2,
1998 between the State of Georgia, acting through its Code Revision Commission, and LEXIS
Law Publishing, provided, however, that this provision shall be inapplicable in the event that the
Publisher is the same as, or a successor-in-interest to, the preceding Publisher.
(c) Ninety days prior to the termination of the Publisher's right to sell and distribute the
Code under this Agreement, a successor publisher shall have non-exclusive rights to distribute
and sell any inventory of the Code that the successor publisher purchases pursuant to
subparagraph (c) of Paragraph 9.6. During this same period, the Publisher shall have nonexclusive rights to distribute and sell any existing inventory of the Code that the successor
publisher does not purchase.

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8.2 State Agencies.
(a) Notwithstanding the provisions of Paragraph 8.1, any department or agency of the
state shall have the right to reproduce and distribute or sell any one or more titles or parts of
titles of the Code (including annotations, indexes, editorial notes, and other material referred to
in Paragraph 1.3 of this Agreement) which are administered by, or substantially related to the
administration of, that department or agency. Any such use of copyrighted material by a
department or agency of the state shall contain the appropriate copyright notices showing the
state's copyright in the selected portions of the Code.
(b) Subparagraph (a) of this Paragraph does not impose any burdens or responsibilities
on the Publisher nor does it preclude the Publisher from entering into a separate agreement, or
agreements, with any department or agency of the state to reproduce and distribute or sell on
behalf of such department or agency any one or more titles or parts of titles of the Code,
including any editorial material in which the state owns the copyright. Any such use of
copyrighted material by the Publisher or by a department or agency of the state shall contain the
appropriate copyright notices showing the state's copyright in the selected portions of the Code.

8.3 Reprint of Selected Portions.
The Publisher is granted the right to reprint selected portions of copyrighted material
from the Code in other publications it might publish for use by the bench and bar of Georgia;
e.g., a practice manual which includes selected statutes annotated from the Code, which right
shall survive the expiration of this Agreement. Any such use of copyrighted material by the
Publisher shall contain the appropriate copyright notices showing the state's copyright in the
selected portions of the Code.

8.4CD-ROM.
(a) The State of Georgia grants the Publisher the exclusive right to publish, distribute,
market, sell, and sublicense for publication, distribution, marketing, and sale, CD-ROM Editions
of the Code.
(b) The State of Georgia grants the Publisher the right to license, distribute, and market
the CD-ROM Edition and services described herein to all interested parties.

(c) The Publisher is granted the right to republish selected portions of copyrighted
material from the Code in other electronic publications it might publish for use by the bench and
bar of Georgia; e.g., a practice manual which includes selected statutes and annotations from the
Code.
(d) The Commission grants the Publisher the right to grant sublicenses to publish,

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distribute, market, and sell CD-ROM and DVD versions of either the Code, a limited portion of
the Code consisting of the text of Code sections plus the captions, catchlines, and history lines,
or selected portions of the Code, in accordance with the provisions of this Section 8. The
Publisher shall, subject to the tenns and conditions of a License Agreement provided by or
approved by the Commission, grant such sublicenses to any entities desiring to obtain them. T he
Publisher shall furnish each such sublicensee a current edition of the Code, or portion thereof, as
appropriate, in electronic data base format, in accordance with the terms and conditions of the
applicable License Agreement. A License Agreement shall be executed by and between the
Publisher and any such sublicensee, and the Publisher shall file a copy of any such executed
License Agreement with the Commission no later than 10 days after execution by all the parties
thereto. The Publisher shall not grant any sublicense to any entity for publication, distribution,
marketing, and sale of CD-ROM versions of either the Code or portions thereof other than by
execution of a License Agreement provided by or approved by the Commission.
(e) After the end of each quarter, the Publisher shall make payment to the State of
Georgia in an amount equivalent to the percentage specified in Exhibit D of the sum of all
licensing fees received by the Publisher during the quarter just ended under any and all License
Agreements executed pursuant to subparagraph (d) of this Paragraph. Such payments shall be
made no later than thirty (30) days after the end of each quarter.
(f) Concurrent with any payment made pursuant to subparagraph (e) of this Paragraph,
the Publisher, by and through a knowledgeable officer of the company having responsibility for
accurate reporting of all revenues received by the Publisher, shall make an affidavit under
penalty of false swearing and misappropriation of state funds, and submitting to the jurisdiction
of the Superior Court of Fulton County, Georgia, stating that the amount of the payment made to
the State of Georgia is equivalent to the percentage specified in Exhibit D of the sum of all fees
received by the Publisher during the quarter just ended under any and all License Agreements
executed pursuant to subparagraph (d) of this Paragraph.

(g) Neither the Commission, the State of Georgia, or any official, officer, employee, or
agent thereof shall be responsible or liable in any way for the accuracy of material contained in
any electronic data base version· furnished by the Publisher pursuant to this Paragraph, and no
warranty therefor, express or implied, shall be created as a result of this Agreement. Any
License Agreement entered into by the Publisher shall be subject to this subparagraph.

8.5 Online Licensees.
(a) The Commission grants the Publisher the right to create electronic data bases
containing the Code and to license the use of the Official Code of Georgia Annotated by on-line
licensees, as approved by the Commission. The Publisher is authorized to contract wilh on-line
licensees for the use of such materials in the creation and operation of computer data bases of the
Official Code of Georgia A1motated, provided that such use shall be subject to the provisions of
this Paragraph.

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COMM000024

(b) The Publisher agrees to furnish to each on-line licensee the Code in electronic data
base format compiled and updated at the Publisher's expense and with no cost to the State of
Georgia.
(c) The Publisher agrees to pay to the State of Georgia an annual license fee of the
amount specified in Exhibit D for each on-line licensee using the Official Code of Georgia
AMotated pursuant to this Paragraph plus a variable royalty in an amount equal to the
percentage specified in Exhibit D of the gross receipts the on-line licensee receives from its use
of the Official Code of Georgia Annotated on such on-line service.
(d) The Publisher agrees to make the Official Code of Georgia Annotated and revisions
and updates thereto available in electronic format to all on-line licensees simultaneously.
(e) The rights granted to the Publisher to furnish electronic data b~e versions to all online licensees by this Section 8 shall expire upon the expiration or termination of this Agreement.
(f) All sums due the State of Georgia pursuant to this Paragraph shall be payable no later
than thirty (30) days after the end of each quarter of each year for the duration of this
Agreement. The Commission shall have the right to an accounting for all funds due under this
Agreement.
(g) Concurrent with any payment made pursuant to subparagraph (f) of this Paragraph,
the Publisher, by and through a knowledgeable officer of the company having responsibility for
accurate reporting of all revenues received by the Publisher, shall make an affidavit under
penalty of f!llsc swearing and misappropriation of state funds, and submitting to the jurisdiction
of the Superior Court of Fulton County, Georgia, stating that the amount of the payment made to
the State of Georgia is equivalent to any annual license fees received as specified in Exhibit D
for each on-line licensee plus a variable royalty in an amount equal to the percentage specified in
Exhibit D of the gross receipts the on-line licensee receives from its use of the Official Code of
Georgia Annotated on such on-line service received by the Publisher during the quarter just
ended under any and all licensing contracts entered into pursuant to this Paragraph.
(h) There shall be no automatic renewal of the agreement contained in this Paragraph.
(i) Neither the Commission, the State of Georgia, nor any official, officer, employee, or
agent thereof shall be responsible or liable in any way for the accuracy of material furnished by
the Publisher pursuant to this Paragraph, and no warranty, express or implied, shall be created as
a result of this Paragraph.
U) Any contract between the Publisher and any on-line licensee shall be subject to this
Paragraph and other terms of this Agreement. All contracts between the Publisher and an online licensee shall be in a form approved by the Commission prior to entering into the contract.

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8.6 Reservation of Rights.
(a) Other than those rights expressly granted the Publisher in this Agreement, all right,
title, and interest in and to the Code and all materiaJs comprising the Code, including without
limitation those materials prepared and created by the Publisher for inclusion in the Code, shall
remain with the State of Georgia and the Publisher is granted no rights with respect to the Code
other than as expressly set forth in this Agreement. Any and all rights granted to the PubUsher in
this Agreement with respect to the Code are to be construed as a license and such license shall
not limit the ability of the State of Georgia to grant or enter into other licenses or Agreements
not in conflict with the licenses granted in this Agreement.

(b) Except as otherwise provided in this Agreement, the Commission shall have the
exclusive right to sell, license, or otherwise permit the Publisher or third parties to use the Code
in any electronic, microfilm, microfonn, or other format. Except as otherwise provided in this
Agreement, the Publisher shall not have any right to distribute the Code in electronic or other
format or to sell, license, or otherwise permit third parties to use the Code in electronic or other
format, except to the extent that such rights may be granted to the Publisher by the Commission
upon such terms as may be approved by the Commission.

9. TERM AND TERMINATION.
9.1 Term.
This Agreement shall take effect December 1, 2006, and shall remain in effect until
March l, 2012, unless terminated earlier pursuant to this Section 9. The Commission retains an
option to renew this Agreement for a five-year term or on a year-to-year basis on or after March
l, 2012.

9.2 Termination for Cause.
(a) The Commission may terminate this Agreement for cause whenever the Commission
determines that the Publisher has failed to perform one (I) or more of its contracted duties and
responsibilities in a timely and proper manner or in a manner satisfactory to the Commission, or
if the Publisher fails to adhere to any of the terms of this Agreement, and the Publisher is unable
to cure the failure within a reasonable period of time as specified by the Commission. This
termination shall be known as "termination for cause."

(b) If there is termination for cause as provided by this Paragraph, the Commission may
procure, upon such terms and in such manner as the Comrnjssion deems appropriate, services
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similar to those terminated, and the Publisher shall be liable to the Commission for any excess
costs for those similar services. In addition, the Publisher shall be liable to the Commission for
administrative costs or other damages incurred by the Commission in procuring those similar
services. The Commission agrees to negotiate in good faith to procure those similar services at a
reasonable cost.
(c) The rights and remedies of the Commission provided in this Paragraph shall not be
exclusive and are in addition to any other rights and remedies provided by law or under this
Agreement. Notwithstanding the above, the Publisher shall not be relieved of its liability to the
Commission for damages sustained by virtue of breach of this Agreement by the Publisher.

9.3 Termination for Convenience.
(a) The Commission may terminate this Agreement for convenience without cause by
giving written notice to the Publisher at least ninety (90) days before the effective date of the
termination, if for any reason the Commission determines, in its sole discretion, that the
termination is in the best interest of the State.
(b) If the Commission terminates this Agreement for convenience, it shall allow the
Publisher to complete and sell publications previously authorized an d begun as of the date of
notice of termination. In addition, the Commission agrees to license Code material to the
Publisher for electronic publication until such time as a successor publisher begins providing
electronic publication of the Code.

9.4 Force Majeure.
Performance of any duty on the part of the Publisher may be excused by the Commission
in its sole discretion if it determines in writing that the performance of the specified duty was
prevented by fi re, strike, flood, war, act of God or other circumstances beyond the control of the
Publisher.

9.S Termination of Rights.
Upon expiration or termination of this Agreement, all rights granted to the Publisher
under this Agreement will cease and terminate. Further, upon termination of this Agreement the
Publisher will cease all publication and sale of the Code, CD-ROM Edition, and on-line
licensing except as otherwise provided in this Section 9. The Publisher will have the right to sell
its remaining inventory of the Code in accordance with the terms and conditions of subparagraph
(c) of Paragraph 9.6 and will have the right lo license, market, and sell its remaining inventory of
the CD-ROM Edition for a period of 120 days following expiration or termination of this
Agreement. Neither party hereto will be liable to the other party hereto for damages, losses,

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costs, or expenses of any kind or character whatsoever arising from the termination or expiration
of this Agreement whether such damages, losses, costs, or expenses arise from the loss of
prospective sales or expenses incurred or investments made in connection with the
establishment, development, or maintenance of the Publisher's business or any other reason
whatsoever; provided, however, that such termination or expiration will not affect any claim,
demand. liability, or right of either party hereto arising pursuant to this Agreement prior to such
termination or expiration or after such termination or expiration in connection with the sale by
the P1.1blisher of its remaining inventory of the Code and CD-ROM Edition.

9.6 Transition.
(a) If this Agreement expires or is terminated pursuant to this Section 9, the Publisher
shall cooperate in any transition to a successor publisher.

(b) Ninety days prior to the termination of the Publisher's right to sell and distribute the
Code under this Agreement, the Publisher shall provide to the Commission for use by the
Commission and the successor publisher a complete, then current list of the Publisher's
subscribers to the Code.
(c) Ninety days prior to the termination of the Publisher's right to sell and distribute the
Code under this Agreement, the Publisher agrees to sell its existing inventory of the Code or
such portion of its existing inventory of the Code as the successor publisher wishes to purchase
to the successor publisher at the Publisher's cost, including all manufacturing and editorial costs,
not to exceed 80 percent of the retail prices. Any dispute as to the Publisher's inventory cost
shall be resolved through good faith negotiations between the Publisher and the successor
publisher.

10. MISCELLANEOUS.
10.1 Documents Incorporated.
The Publisher agrees to perform the duties and obligations described in the RFP, as
amended if applicable, and the Publisher's Technical Proposal ("Proposal"), which are hereby
incorporated into this Agreement by reference and attached as Exhibits A and B; however, the
Commission is not bound by any provision of the Proposal. If there is any actual conflict, the
documents shall govern in the following descending order of superiority:
(a) This agreement;

(b) R.FP amendments and addenda (Answers to questions submitted pursuant to Sections
1.2 and 1.3 of the R.FP);

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COMM000028

(c) The RFP;
( d) The Proposal.

10.2 Amendments.
This Agreement may be amended from time to time upon mutual agreement of the
Commission and the Publisher. All amendments shall be made in writing, and fully executed by
duly authorized representatives of both parties.

10.3 Contract Cannot be Assigned.
The Publisher shall not assign, delegate or subcontract this Agreement or any part of this
Agreement without the prior written consent of the Commission. The Commission's consent to
the performance of such obligations by third parties shall in no way release the Publisher from
responsibility for the performance of any obligations under this Agreement. In no event shall
any publications under this Agreement, including but not limited to Code sets, annual update
sets, volumes, supplements, or other materials, be printed, bound, or produced outside of the
continental United States.

10.4 E ntire Agreement.
This Agreement constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior oral and written agreements. This Agreement may
not be amended or modified, except by a further written agreement signed by the parties hereto.

10.5 Counterparts.
This Agreement may be executed in two (2) counterparts, each of which shall constitute
an original, but both of which taken together shall constitute only one (1) instrument.

10.6 Headings.
Section and paragraph headings in this Agreement are for convenience only and shall not
affect the interpretation or construction of this Agreement.

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COMM000029

10.7 Financial Responsibility.
The Publisher shall submit satisfactory evidence to the Commission staff of its
compliance with the requirement to obtain a One Million Dollar ($1 ,000,000.00) performance
bond, and of the approval of the bond by the Commission.

10.8 Additional Remedies.
The Publisher agrees that its obligations set forth in this Agreement and the restrictions
on its use, publication, sale, and distribution of the Code, CD-ROM Edition, and on-line version
are reasonable and necessary to protect and preserve the interests and properties of the State of
Georgia; and that irreparable loss and damage will be suffered by the State of Georgia should the
Publisher breach any of its obligations or restrictions with respect to the Code, CD-ROM
Edition, and on-line version. Therefore, the Publisher agrees and consents that, in addition to all
the remedies provided at law or in equity, the State of Georgia will be entitled to a temporary
restraining order and temporary and permanent injunctions to prevent a breach or contemplated
breach of any of the covenants. The existence of any claim, demand, action, or cause of action
of the Publisher against the State of Georgia shall not constitute a defense to the enforcement by
the State of Georgia of any of the covenants or agreements herein.

10.9 Indemnification.
(a) The Publisher agrees to protect, indemnify, save and hold harmless the Commission,
the State, all State agencies, departments, boards, commissions and institutions, and all officers,
agents, servants and employees of the State, from any and all claims, demands, damages,
judgments, and liability arising directly or indirectly out of this Agreement, and from any and all
costs, expenses and attorneys' fees (including costs of work done by the Georgia Attorney
General or his designees) incurred as a result of any claim, demand, lawsuit or cause of action;
however, the Publisher shall not be responsible for any claim, demand, damage, judgment or
liability arising from the negligent or willful conduct of the Commission or the State.
(b) The Commission or the State or any official, officer, employee, or agent thereof shall
not be liable to any third party· who is licensed to use any on-line version, electronic version, or
CD-ROM of the Code. The Publisher shall save and hold the Commission and the State
harmless from any and all claims, demands, damages, judgments, and liability arising directly or
indirectly out of the use of any on-line version, electronic version, or CD-ROM of the Code,
including the use of any data that the Publisher has provided to the Commission; however, the
Publisher shall not be responsible for any claim, demand, damage, judgment or liability arising
from the negligent or willful conduct of the Commission or the State.

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COMM000030

(c) The Commission shall give the Publisher written notice of any such claim, demand
or lawsuit, if the Commission is notified first, and full right and opportunity to conduct the
Publisher's defense of the claim, demand or lawsuit. However, the Commission does not accord
to the Publisher, through its attorneys, any rights to represent the Commission, the State, any
State agency, department, board, commission or institution, or any officer, agent, servant or
employee of the State, in any legal matter.

10.10 Non-Discrimination.
No person shall be excluded from participation in, or be denied benefits of, or be
otherwise subjected to discrimination in the performance of the Publisher under this Agreement
or in the employment practices of the Publisher on the grounds of disability, age, race, color,
religion, sex, national origin or any other classification protected by federal or Georgia
constitutional or statutory law. The Publisher, upon request, shall show proof of such
non-discrimination and shall post in conspicuous places, available to all employees and
applicants, notices on non-discrimination.

10.11 Interpretation and Venue.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Georgia. Any controversy arising under, or in relation to, this Agreement shall be
resolved in accordance with the laws of Georgia and the Publisher hereby consents to the
jurisdiction of the Superior Court of Fulton County, Georgia. The Publisher further consents
that any process or notice of motion or other application to the court or any judge thereof may be
served upon the Publisher by service upon the Secretary of State of Georgia, with a copy of such
being forwarded to the Publisher by the Secretary of State via registered mail.

10.12 Prohibited Payments.
The Publisher warrants that no part of the total Agreement amount shall be paid directly
or indirectly to an employee or an official of the State as wages, compensation, or gifts in
exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Publisher
in connection with any work contemplated or performed under this Agreement.

10.13 Financial Responsibility.
Notwithstanding any provision in this Agreement to the contrary, in no event is the State
or the Commission financially responsible to the :Publisher under this Agreement.

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COMM000031

10.14 Waiver.

No failure or delay on the part of the Commission in exercising any right or remedy
hereunder will operate as a waiver thereof; nor will any single or partial exercise of any such
right or remedy preclude any other or further exercise thereof or of any other right or remedy.
No provision of this Agreement may be waived except in a writing signed by the party granting
such waiver.

10.15 Severability.

In the event any one or more of the provisions, or parts of any provisions, contained in
this Agreement are held to be invalid, illegal, or unenforceable in any respect by a court of
competent jiuisdiction for any reason, the same will not invalidate or otherwise affect any other
provision ~ereof, and this Agreement will be construed as if such invalid, illegal, or
unenforceable provision, or part of any provision, had never been contained in this Agreement.

IN WITNESS THEREOF, the parties hereto have executed this Agreement on the first
above written.

CODE REVISION COMMISSION
INC.,
of the State of Georgia

MATTHEW
A

Me~1ber

BENDER & COMPANY,

of the LexisNexis Group

BY:

Name:
Title: .:: e•f, or

--

Vice -Pr£s.1dt'.¥\t.
G lot>td ?ro~MOY\ Giruvp
)

•
11

~

BY

Co-Chairperson

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COMM000032

EXHIBIT A

Request for Proposals (RFP) issued by the
Code Revision Commission of the State of Georgia
Dated October 3, 2006

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COMM000033

EXHIBITB

Technical Proposal submitted by Matthew Bender & Company, Inc.
in response to the RFP

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COMM000034

EXHIBIT C

CD-ROM PRODUCT

l. Contents.
(a) The CD-ROM Edition shall include published decisions of the Supreme Court of
Georgia and the Court of Appeals of Georgia which are in the public domain, the Official Code
of Georgia Annotated, and the Publisher's publication containing the rules of Georgia courts and
federal courts in Georgia with annotations. The CD-ROM version of the Code shall include all
current material contained in the printed book format version of the Code, including, but not
limited to, all Code sections, catchlines, history lines, annotations, research references, editor's
notes, Code Commission notes, effective date notes, effect of amendment notes,
cross-references, annotations of the Opinions of the Attorney General, the· Constitution of the
United States, the Constitution of the State of Georgia, the general index, the index of local and
special Jaws, and conversion tables, provided that such CD-ROM version shall not include the
individual volume indexes contained in the printed book version or any other material which the
Commission has agreed to exclude from the CD-ROM version. The index of local and special
laws shall be included on the CD-ROM Edition. The CD-ROM Edition may also include other
material as deemed appropriate and useful by the Publisher.
(b) The CD-ROM Edition shall include software required for performing search and
retrieval operations on the Code and case decisions along with various control files and
installation software. A set of data bases containing statutes and case reports shall be stamped
on the CD-ROM disc for purposes of user self-instruction.

(c) The Code, case decisions, and rules of court shall be loaded onto the CD-ROM disc
as separate data bases.
(d) The CD-ROM Edition provided for in this Agreement shall meet the generally
accepted standards of the electronic legal publication industry for quality and usability.
(e) All material on the CD-ROM Edition shall comply with the requirements of the
Agreement and shall have been approved by the Commission or Commission staff. Any
proposed additions to the CD-ROM shall be discussed in advance with the Commission.

2. Updates.
The CD-ROM Edition shall be updated quarterly by adding the most recent case reports,
statutory changes, research references, and rules changes to each quarterly update. Annually, the
Publisher shall issue lo each Subscriber a historical CD-ROM disc containing the Code as it then
exists, the rules of court, and the licensed program. The Subscriber shall have the right to retain

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COMM000035

and use such historical CD-ROM disc indefinitely subject to the Subscriber's agreeing to use the
relained system according to all the terms and conditions of this Agreement and the Subscriber's
Agreement with the Publisher.

3. Technology.
The entire body of materials required to be included on the CD-ROM shall be stamped
on a single CD-ROM platter using a special compression process called "underhead" technology,
or similarly effective technology.

4. Search capabilities.
(a) The materials required to be included on the CD-ROM shall be loaded onto the
CD-ROM platter as separate databases so that the databases can be searched together or
individually.
(b) Every word in the databases shall be searchable including short words normally not
searchable by other software products. The CD-ROM shall allow for both boolean searching
(AND, OR, NOT) as well as proximity searching (a search term within a specific range of
another search tenn).
(c) The information in each database shall be broken down into fields or segments to
allow searches to be restricted to certain parts of the database for more precise recall. In the
Code, some example fields would be: text, annotations, and statutes catchlines. In the judicial
decisions database, some example fields would be: court, judges, case date, and case text, and in
the Court Rules: annotations, rules catchlines and rules text.

5. Hypertext capability.
The Publisher shall provide the following hypertext linking capabilities with the
CD-ROM Edition of the Code:
(a) Each frontal analysis (listing of inclusive titles, chapters, Code sections, etc.)
shall have links to the subservient material in the Code;
(b) Internal references from within a statute or a cross-reference note shall be
linked to those referenced Code sections;
(c) References to other case reports contained on the CD-ROM disc shall be
linked from case citations within case reports;

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COMM000036

(d) References to Code sections from within case reports shall be linked;
(e) References to case reports from annotations of the Code shall be linked;
(f) References to specific pages in the case reports shall be linked to windows
containing the paragraphs that end on that referenced page; and
(g) References betWeen rules of court and case reports, annotations, or statutes
shall be linked.

6. Other features.
(a) The CD-ROM shall include and electronic cut and paste capability to allow the user
to extract small or large passages of information from the disc and save them in a generic word
processing format that can be imported into Word Perfect and Microsoft Word.
(b) The Publisher shall display a page number on each paragraph of the CD-ROM
Edition of the case reports of the Georgia Reports and the Georgia Appeals Reports. The page
number shall indicate where the paragraph can be located in the printed version of these reports.
(c) The Publisher shall provide software with the CD-ROM Edition that provides the
ability to block out electronically information passages from the CD-ROM data bases and save
these passages to an attached hard or floppy disk or diskette.

7. Documentation.
The Publisher shall provide each Subscriber with documentation to consist of:
(a) A learning guide which provides step-by-step instructions together with
examples that a Subscriber can perform at the Subscriber's own computer; and
(b) A quick reference guide which provides a source of frequently used
commands and search examples.

8. Sales and marketing.
(a) The Publisher shall provide sales persoIUlel adequate to promote the CD-ROM
product to the courts, government agencies, law libraries, law firms, members of the Georgia
Bar, legal assistants and other potential subscribers.
(b) The Publisher shall issue press releases aIUlouncing the CD-ROM service and shall

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COMM000037

advertise the service in Jaw publications.
(c) The Publisher shall distribute information concerning the CD-ROM product by direct
mail to potential subscribers.

9. Training and support.
(a) The Publisher shall provide trammg to General Subscribers with a qualified
CD-ROM Training and Support Representative. General Subscribers to the CD-ROM Edition
shall receive basic training on the features and use of the CD-ROM Edition on a complimentary
basis.
(b) Training shall be provided for State Government Subscribers by training designees of
the Commission and by furnishing CD-ROM discs for use in training.
(c) The Publisher shall provide a group of knowledgeable, experienced professionals
who will answer CD-ROM support calls associated with any aspect of the CD-ROM Edition.
Both State Government Subscribers and General Subscribers shall be entitled to use this support
service free of charge. The Publisher shall provide a toll-free telephone line for this purpose and
shall make this number generally known. The Publisher shall make this support service
available on a Monday through Friday basis from 8:30 A.M. until 5:00 P.M. Eastern Time,
excluding standard and customary holidays.
(d) The Publisher shall support the CD-ROM Edition in multiple-user environments
using several third-party software products. The Publisher shall use all best efforts to provide a
range of solutions for Subscribers' use of the CD-ROM Edition on local area networks and
intranets.
(e) The Publisher shall maintain for distribution to State Govenunent Subscribers and
General Subscribers an adequate inventory of the CD-ROM Edition. Such inventory shall
include CD-ROM discs and documentation.

10. Requisite hardware.
The Publisher shall provide the CD-ROM Edition in one or more versions that operate on
an IBM or IBM-compatible personal computer with an operating system which is in general use
by the citizens of the State of Georgia and an appropriate CD-ROM or DVD reader.

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COMM000038

11. Local area networks.
The Publisher shall support the CD-ROM product in multiple user environments using
several third party software products. The Publisher shall use all best efforts to provide a range
of solutions to users who have local area networks.

12. Subscription agreements
(a) Any subscription agreement must be approved as to form and content by the
Commission prior to its use by the Publisher. No term or provision in any subscription
agreement shall vary or supersede the terms of this Agreement without the express prior written
consent of the Commission. The text of subscription agreements proposed for use by the
Publisher may be amended with the prior consent of the Commission. The execution of a
subscription agreement by an agent of the Commission shall in no manner limit any previously
existing rights of the Commission.
(b) No person or entity shall be a State Government Subscriber unless such person or
entity has executed a subscription agreement, has an appropriate personal computer and an
appropriate reader or is in the process of acquiring such equipment, and agrees to use the
CD-ROM Edition furnished to such subscriber for the performance of such subscriber's
governmental duties. Any person who serves as a judge of more than one of the courts listed in
Paragraph 2.8 of this Agreement shall receive only one disc as a State Government Subscriber.
(c) The Commission shall appoint a designee or designees who will be responsible for
obtaining executed Subscription Agreements from State of Georgia officials and forwarding
them to the Publisher for the purpose of enrolling the official's office as a State Government
Subscriber. Delivery to the State Government Subscribers of the CD-ROM Edition shall be
made by the Publisher.
(d) The Commission will use all best efforts to assist the Publisher in enforcing the terms and
conditions of the Subscription Agreement for State Government Subscribers.

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COMM000039

EXHIBITD
2007 PRJCE LIST
OFFICIAL CODE OF GEORGIA ANNOTATED

The prices specified below notwithstanding, this price list includes annual updates to the
printed version of the Official Code of Georgia Annotated which will be provided at no
charge for the duration of this Agreement as provided in paragraph 5.1 of this Agreement.
Printed Bound Volumes

Price

(I)
(2)
(3)
(4)
(5)

Complete Code Sets
General Index
Complete Annual Supplement Sets
Individual Supplements
Replacement Volumes
(A) Subscribers
(B) Non-Subscribers
(6) Individual Volumes
(A) Subscribers
(B) Non- Subscribers

$
$
$
$

360.00
29.70
61.20
6.75

$
$

18.90
23.40

$
$

20.70
25.20

CD-ROM
Royalty to Commission:
20 percent of the sum of all CD-ROM licensing fees received by the Publisher

On-line Licensees
Royalty to Commission:
Annual license fee of$ 10,000.00 for each on-line licensee; and
Amount equal to 5 percent of the gross receipts the on-line licensee receives from
its use of the Code on its on-line service

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COMM000040

EXHIBITE
FREE ACCESS ONLINE MATERIALS PROVIDED TO MEMBERS OF THE GEORGIA
GENERAL ASSEMBLY

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COMM000041