Content LicensingThe Good, The Bad, The Ugly

The Good

• MLS Content is valuable• Multiple offers; Non exclusive• New technology• Revenue share and/or Realtor®

products• Marketing restrictions• Time to make the decision

The Bad

• May change the focus, philosophy of the MLS

• Requires legal resources• Difficult to enforce agreements• Data security• Once contract entered into, difficult to

extricate from

The Ugly

• Unapproved derivative products• Not all offers spell out the products

and services included• No guarantees of what the data quality,

timeliness and depth will be• May interfere with broker client

relationship• Potential unintended consequences

The OfferItem First American Move RPR

The offer

MLS provides content: use in

lender risk management

MLS provides content for

display on Move websites

MLS provides content:

products to Realtors® and

3rd parties

The payment

Revenue share; Realist’s

Value Map product if exclusive

Search engine software;

Public recordsMapping

Other data

Technology and access to public records, other

data

DataLimits

No consumer No use for marketing purposes

No derivative products

Not for credit, ins. eligibNo direct contact

The Offer

Item First American Move RPR

Sell products to Realtors® No Yes

Yes, needs contract

clarification

Data securityPolicing of

data

Extensive if “exclusive”;

Unknown if notCurrent

“Commercially reasonable” standards

Primary customers

Lenders, underwriters,

GSEsConsumer

Brokers, agents, lenders,

underwriters, GSEs

The OfferItem First American Move RPR

Product description

Lender risk assessment products; Match and

append with marketing restrictions; fraud

detection, valuations (appraisal, BPO, AVM up

sell, etc.) loan mods/short sales

Consumer display

Move.comSites

RVM; Match and append products with marketing

restrictions. Unknown other

products.

Consumer access No Yes

Through members: distribute

reports via VOWs, direct

The Offer

Item First American Move RPR

Revenue share

30% exclusive; 7% non

exclusive; +5%If a client

No No

Level of support Not necessary

Provides training

materials1st and 2nd tier

Exclusivity Optional No No

The Offer

Item First American Move RPR

Non compete

Not currently, but willing Yes Partial

Reciprocity Yes Yes Yes

Contract term 3 Years 5 Years 1 year

The OfferItem First

American Move RPR

Post termination

rights

Retains for 12 months to wind down services

Retains portions of

archive/historic information No actives

Yes, already in use

Co-branding Yes Yes Maybe

Derivative products

w/o approval

Yes for risk management products; no

for others

No Yes

Contract ChecklistCritical for each MLS

Contract ChecklistContent Use: Yes No Maybe

MLS retains license

Detailed description of derivatives

Content destroyed at agree. end

Detailed description of applications

MLS choices on which areas to participate

Restrict use by other entities

Contract Checklist

Content Use: Yes No Maybe

Broker and MLS choices on which areas to participate: •RVM •Banking products•Broker products•Statistics, Other•Consumer display

Approval of products “sold” to brokers and agentsBroker opt out

Contract Checklist

Use of Data: Yes No Maybe

Define restrictions on use by MLS Participants and SubscribersRETs or MLS choice for data exchange

Eliminate duplicate listings

MLS approve additional databases in local market

Define “free” products

Contract Checklist

Compensation: Yes No Maybe

Assumes costs of data aggregation

Revenue share

Public records quality, depth, timeliness

Technology provided in exchange for MLS Content; Integration

Contract ChecklistKey Terms: Yes No Maybe

Contract length

90 day cancellation anytime

Breach- any unauthorized use, injunctive relief and liquidated damages

Immediate injunctive relief

Non assignment

MLS Approval for Realtor® products

Contract ChecklistKey Terms: Yes No Maybe

Process to manage data quality, correct errors

Non compete clause

Branding

Data security

Most favored nations clause

Indemnification and hold harmless

Governing law by MLS

MLS Action

• Review MLS philosophy– Ok to license content to third parties, then

consider First American and RPR– Ok to provide off market information to the

consumer, but not okay to market to third parties, then consider Move

• Integration with MLS

MLS Action

• Careful assessment– Define value add for the members– Assess data quality, timeliness, accuracy– Consult brokers, Create checklist

• Take time to make judicious systems– Unlikely any of companies can go to brokers and be

successful– There is no good business reason to make a fast

decision

• Negotiate fair agreement

Content LicensingThe Good, The Bad, The Ugly