NETRATINGS INC
SERVICES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>12
<FILENAME>dex1035.txt
<DESCRIPTION>SERVICES AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.35

                               SERVICES AGREEMENT

          THIS SERVICES AGREEMENT (this "Agreement") is entered into as of May
7, 2002 (the "Effective Date") by and between ACNielsen Corporation, a Delaware
corporation with a place of business at 177 Broad Street, Stamford, Connecticut
("ACNielsen"), NetRatings, Inc., a Delaware corporation with its principal place
of business at 890 Hollview Court, Milpitas, California, 95035 ("NetRatings"),
and ACNielsen eRatings.com, a Delaware corporation with its principal place of
business at 177 Broad Street, Stamford, Connecticut ("eRatings" and, together
with ACNielsen and NetRatings, the "Parties"). In consideration of the mutual
promises contained in this Agreement, the Parties hereby agree as follows:

1.   Services and Relationship.
     -------------------------

     a.   ACNielsen and/or one or more of its subsidiaries (collectively, the
          "ACNielsen Group") shall render to the eRatings Business (as defined
          below) the services set forth herein (the "Services") on the terms and
          subject to the conditions set forth in this Agreement. For the
          purposes of this Agreement, the "eRatings Business" means the business
          and operations actually conducted by eRatings on the date of this
          Agreement, at the specific locations in the Operating Locations at
          which such business and operations are conducted on the date of this
          Agreement, whether such business and operations continue to be
          conducted by eRatings, are conducted by one or more subsidiaries of
          eRatings or IBOPE.eRatings.com or Mediatemetrie eRatings.com or are
          conducted by NetRatings or one or more subsidiaries of NetRatings. The
          obligation of the ACNielsen Group to provide the Services hereunder
          shall be to provide such Services at substantially the levels at which
          they are being provided on the date of this Agreement. The Services
          shall consist of:

          i.   Making available to the eRatings Business during the Term (as
               defined in Section 6), on the terms and subject to the conditions
               set forth herein, the services of the individuals listed on
               Exhibit A hereto (the "Dedicated Employees"), each of whom is
               ---------
               currently an employee of a member of the ACNielsen Group and each
               of whom currently is dedicated to, and performs services only for
               eRatings. The services currently being provided to eRatings by
               the Dedicated Employees include, without limitation, (A)
               marketing services, including sales leads, introducing potential
               clients, and assisting in client relations issues; and (B)
               Internet measurement panel enumeration and management services.
               With respect to any individual listed on Exhibit A hereto, the
                                                        ---------
               ACNeilsen Group shall cease to be obligated to make the services
               of such individual available to the eRatings Business as a
               Dedicated Employee and, subject to the express terms and
               conditions hereof eRatings and NetRatings shall cease to be
               obligated to pay for such services hereunder, on the earliest to
               occur of (1) the date he or she ceases to be an employee of

[***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS, WHICH ARE NOTED HEREIN WITH THREE ASTERISKS "[***]."

<PAGE>

               the ACNielsen Group, (2) the date he or he or she otherwise
               ceases to be dedicated to, and perform services only for the
               eRatings Business, (3) the expiration of the Decision Period or,
               if applicable, the expiration of the Termination Period,
               following the delivery by eRatings of a Waiver Notice (as defined
               in Section 5(a)(vi)) as to such Dedicated Employee and (4) the
               expiration of the Term.

          ii.  The services (other than those contemplated by Section 1(a)(i)
               above) which are being provided by the ACNielsen Group to
               eRatings as of June 30, 2001, including, without limitation, the
               shared services (the "Shared Services") described on Exhibit B
                                                                    ---------
               hereto.

     b.   The Services shall be provided in the countries listed on Exhibit C
                                                                    ---------
          hereto (each, an "Operating Location") by one or more members of the
          ACNielsen Group which conduct(s) business in that Operating Location.
          To the extent the Parties agree that it would be mutually beneficial,
          the relevant entities in an Operating Location may enter into a
          separate agreement between such parties covering the Services to be
          provided in such Operating Location; provided, that such separate
                                               --------
          agreement shall reflect the terms and conditions set forth in this
          Agreement and shall include a provision which provides that, in the
          event of a conflict between the terms and conditions of such other
          agreement and this Agreement, the terms and conditions of this
          Agreement shall control.

     c.   eRatings or NetRatings shall designate in each Operating Location a
          representative who shall be authorized to request the Services in
          writing from time to time.

2.   Relationship of the Parties. The relationship of the various members of the
     ---------------------------
     ACNielsen Group, on the one hand, to eRatings, NetRatings and the eRatings
     Business, on the other, is that of an independent contractor, and this
     Agreement shall not be construed as creating any other sort of business
     relationship, including without limitation, an employment, agency,
     partnership or joint venture relationship.

3.   Consideration. eRatings and NetRatings, jointly and severally agree to pay
     -------------
     the ACNielsen Group for the Services the consideration determined as set
     forth on Exhibit D hereto. Upon eRating's or NetRatings' request, the
              ---------
     ACNielsen Group shall make available to them reasonable supporting
     documentation evidencing the direct costs described on Exhibit D hereto.
                                                            ---------

4.   Payment Terms.
     -------------

     a.   The ACNielsen Group shall invoice eRatings and NetRatings quarterly in
          arrears. Upon request, the ACNielsen Group will provide commercially
          reasonable detail to support the charges included in an invoice.
          Invoices properly rendered hereunder shall be payable within ninety
          (90) days of receipt. All amounts billed hereunder

                                       2

<PAGE>

          shall be denominated in the currency local to the entity of the
          ACNielsen Group which presents the invoice. Disputed amounts shall not
          affect payment of non-disputed amounts. eRatings and NetRatings shall
          pay any applicable tariff, duty, tax, or like charge, however
          designated, imposed by any government with respect to the Services.

     b.   NetRatings and eRatings shall have the right, at their sole cost and
          expense, during reasonable business hours and upon reasonable advance
          notice to review the computer printouts and reports and other books
          and records of the ACNielsen Group to the extent that the same relate
          to the Services provided by the ACNielsen Group hereunder; provided,
                                                                     --------
          that the right granted to NetRatings and eRatings under this Section
          4(b) shall not be exercised in total more frequently that once per
          calendar quarter.

5.   Dedicated Employee Matters.
     --------------------------

     a.   With respect to each Dedicated Employee, during the period beginning
          on the Effective Date and ending on the earlier to occur of (1) the
          expiration of the Term and (2) such employee's Offer Expiration Date
          (as defined in Section 5(c)):

          i.   Subject to (x) applicable laws and regulations, (y) the written
               employment policies of the ACNielsen Group as in effect from time
               to time and (z) any contract or agreement in effect on the date
               hereof or hereafter consented to by NetRatings governing such
               Dedicated Employee's employment with the ACNielsen Group, the
               ACNielsen Group shall not without the consent of NetRatings (such
               consent not to be unreasonably withheld or delayed) terminate
               such Dedicated Employee's employment with the ACNielsen Group.

          ii.  The ACNielsen Group shall not without the consent of NetRatings
               (such consent not to be unreasonably withheld or delayed) modify
               such Dedicated Employee's salary, benefits, perquisites or other
               compensation as in the effect on the date hereof other than (w)
               as required by any applicable contract or agreement in effect on
               the date hereof or entered into after the date hereof with the
               consent of NetRatings, (x) in the ordinary course of business in
               accordance with past practice, (y) in connection with changes to
               benefit plans and arrangements maintained by the ACNielsen Group
               and in which such Dedicated Employee participates, which changes
               affect such Dedicated Employee and other employees of the
               ACNielsen Group generally or (z) in accordance with applicable
               laws and regulations.

          iii. The ACNielsen Group shall not, without the prior written consent
               of NetRatings, solicit, encourage or request any Dedicated
               Employee, or

                                       3

<PAGE>

               otherwise affirmatively take steps to cause any Dedicated
               Employee, to cease to be dedicated to, and perform services only
               for the eRatings Business.

          iv.  Subject to applicable laws and regulations, the ACNielsen Group
               shall otherwise comply with the reasonable written requests of
               NetRatings and eRatings as to such Dedicated Employee, including,
               without limitation, as to his or her compensation, benefits,
               perquisites and other compensation; provided, that the ACNielsen
                                                   --------
               Group shall under no circumstances be obligated to terminate the
               employment of any Dedicated Employee at the direction of eRatings
               or NetRatings.

          v.   If eRatings or NetRatings determine that the eRatings Business no
               longer desires that the services of such Dedicated Employee be
               made available to the eRatings Business under this Agreement,
               NetRatings may deliver a written notice to that effect (a "Waiver
               Notice") to ACNielsen. During the 30-day period following the
               date of delivery of a Waiver Notice (the "Decision Period"), the
               ACNielsen Group (x) may but shall not be obligated to) deliver
               written notice (a "Dedicated Employee Termination Notice") to
               NetRatings notifying NetRatings that the ACNielsen group desires
               to terminate the employment with the ACNielsen Group of one or
               more of the individuals covered by the Waiver Notice (any such
               individual, an "Identified Dedicated Employee") and (y) shall, if
               it exercises its option under the preceding clause (x) with
               respect to any such Identified Dedicated Employee, notify each
               such Identified Employee that his or her employment with the
               ACNielsen Group is to be terminated and in good faith begin and
               thereafter pursue all appropriate proceedings and actions
               (including the observance of any relevant notice periods and
               other formalities) under applicable contracts, agreements,
               statutes, laws, treaties and regulations to effect the
               termination of each such Identified Employee in accordance
               therewith.

          vi.  During the 30-day period (the "Final Decision Period")
               immediately following the date the Term expires or, if it occurs
               earlier the date of termination of this Agreement under Section
               7, the ACNielsen Group (x) may (but shall not be obligated to)
               deliver written notice (a "Dedicated Employee Termination
               Notice") to NetRatings that the ACNielsen Group desires to
               terminate the employment with the ACNielsen Group of one or more
               of the Dedicated Employees (any such individual, an "Identified
               Dedicated Employee") and (y) shall, if it exercises its option
               under the preceding clause (x) with respect to any such
               Identified Dedicated Employee, notify each such Identified
               Employee that his or her employment with the ACNielsen Group is
               to be terminated and in good faith begin and thereafter pursue
               all appropriate proceedings and actions (including the observance
               of any relevant notice periods and other formalities) under
               applicable contracts,

                                       4

<PAGE>

               agreements, statutes, laws, treaties and regulations to effect
               the termination of each such Identified Employee in accordance
               therewith.

          vii. For the purposes of this Agreement, the "Termination Period" with
               respect to any Identified Dedicated Employee means the period
               beginning on the date a Dedicated Employee Termination Notice
               covering him or her is delivered by the ACNielsen Group and
               ending on the date that his or her employment with the ACNielsen
               Group is terminated as contemplated by clause (y) of the final
               sentence of Section 5(a)(v) or clause (y) of the final sentence
               of Section 5(a)(vi), as applicable.

          viii. Notwithstanding anything to the contrary provided in this
               Agreement, eRatings and NetRatings shall remain obligated to make
               payments to the ACNielsen Group as contemplated by Annex D with
                                                                  -------
               respect to any Dedicated Employee (x) during his or her Decision
               Period or Final Decision Period (as applicable) and, (y) if
               applicable, during his or her Termination Period.

     b.   In the event that, during the Term a Dedicated Employee shall cease to
          be employed by the ACNielsen Group due to his or her retirement,
          death, disability or voluntary termination of employment, the
          ACNielsen Group agrees to cooperate with eRatings and NetRatings to
          the extent that the ACNielsen Group determines in good faith it to be
          reasonably practicable and appropriate to work with eRatings and
          NetRatings (at their cost and expense) to identify and employ an
          appropriate replacement individual to provide to the eRatings Business
          the Services previously provided by such Dedicated Employee.

     c.   From time to time during the Transition Period, NetRatings may deliver
          to ACNielsen a written notice (an "Employee Conversion Notice")
          identifying one or more Dedicated Employees who NetRatings desires to
          be converted from employees of the ACNielsen Group to employees of the
          eRatings Business in accordance with this Section 5. Promptly after
          receipt by ACNielsen of an Employee Conversion Notice, ACNielsen will
          inform each Dedicated Employee that is covered thereby that NetRatings
          has requested that such Dedicated Employee cease to be an employee of
          the ACNielsen Group and become an employee of the eRatings Business.
          Thereafter, NetRatings may negotiate with any such Dedicated Employee
          to arrive at terms and conditions (including, without limitation,
          relating to salary, benefits, perquisites and similar matters)
          mutually satisfactory to NetRatings and such Dedicated Employee and on
          which he or she would accept employment with the eRatings Business.
          For the purposes of this Agreement, any Dedicated Employee's "Offer
          Expiration Date" means the 30th day following the date on which
          NetRatings delivers an Employee Conversion Notice with respect to such
          Dedicated Employee.

                                       5

<PAGE>

     d.   For the purposes of this Agreement, the term "Indemnified Severance
          Costs" means any and all liabilities, damages, proceedings, claims,
          fines, costs and expenses (including, without limitation, severance
          payments), including, without limitation, reasonable attorneys fees,
          arising out of or in connection with, directly or indirectly, the
          cessation of the employment with the ACNielsen Group of any individual
          listed on Exhibit A hereto unless such cessation of employment (x) is
                    ---------
          effected by the ACNielsen Group in breach of Section 5(a)(i) hereof,
          (y) is effected by ACNielsen in a manner that constitutes a willful or
          grossly negligent violation of applicable laws and regulations, or (z)
          if eRatings delivers a Waiver Notice covering such individual and the
          ACNielsen Group does not deliver a related Dedicated Employee
          Termination Notice with respect to such individual, occurs after the
          expiration of his or her Decision Period. In the event that (i)
          NetRatings or eRatings actually pays any Indemnified Severance Costs
          to ACNielsen hereunder in connection with the cessation with the
          ACNielsen Group of any Dedicated Employee, and (ii) such Dedicated
          Employee is rehired by a member of the ACNielsen Group within one year
          following the date on which such Dedicated Employee's employment with
          the ACNielsen Group ceased, then ACNielsen shall reimburse NetRatings
          or eRatings (as applicable) for all such Indemnified Severance Costs
          actually paid to ACNielsen thereby.

     e.   ACNielsen agrees to reasonably cooperate with NetRatings and eRatings
          to provide assistance to the eRatings Business in connection with any
          investigation by the eRatings Business of any investigation of any
          illegal or fraudulent activities, security breaches or similar
          situations relating to the eRatings Business or the Services hereunder
          and which involve one or more Dedicated Employees.

     f.   The ACNielsen Group shall comply in all material respects with
          federal, state, county, local and other foreign and domestic laws that
          are applicable to the employment by the ACNielsen Group of the
          Dedicated Employees, including, without limitation, applicable wage
          and hour laws, applicable health and safety laws, applicable family
          and medical leave laws, applicable military leave laws and workers
          compensation laws, including without limitation, any applicable law or
          regulation that requires the ACNielsen Group to provide specified
          workers compensation insurance or other specified insurance coverage.
          ACNielsen agrees to indemnify NetRatings and eRatings and their
          respective officers, directors, employees and agents from and against
          all liabilities and claims arising from, resulting from or relating to
          any material breach by the ACNielsen Group of the covenant set forth
          in the immediately preceding sentence.

6.   Term. This term of Agreement (the "Term") shall commence on the Effective
     ----
     Date and shall continue until the fifth anniversary of the Effective Date,
     unless sooner terminated as provided in Section 8 below.

                                       6

<PAGE>

7.   Standard of Services. The ACNielsen Group shall provide the Services to the
     ---------------------
     eRatings Business with substantially the same level of timeliness,
     competence and skill as it provides substantially similar services to
     itself and its affiliates.

8.   Termination.
     -----------

     a.   This Agreement may be terminated at any time during the Term (a) by
          the mutual written consent of the Parties or (b) by either Party upon
          a material breach by the other Party, which breach remains uncured for
          ninety (90) days after written notice thereof. Material breach
          includes, without limitation: (a) failing to pay invoices when due or
          (b) becoming insolvent, making a general assignment for the benefit of
          creditors, suffering or permitting the appointment of a receiver for
          its business or assets, becoming subject to any proceeding under any
          bankruptcy or insolvency law, whether domestic or foreign (where such
          proceeding is not dismissed within ninety (90) days), or having wound
          up or liquidated, voluntarily or otherwise.

     b.   ACNielsen may terminate this Agreement at any time, effective upon
          written notice to eRatings and NetRatings in the event a Change of
          Control (as defined below) occurs. For the purposes of this Agreement,
          a "Change of Control" means that ACNielsen's and its affiliates' (as
          of the Effective Date) direct or indirect ownership of the issued and
          outstanding shares of common stock of NetRatings is less than 5% of
          all of the issued and outstanding shares of common stock of
          NetRatings.

     c.   Notwithstanding any termination of this Agreement, eRatings and
          NetRatings shall remain liable for any payment and other obligations
          incurred by them prior to termination and the provisions of paragraphs
          8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive.

9.   Dispute Resolution. The Parties shall submit any controversy arising out of
     -------------------
     this Agreement and not resolved through good faith negotiations ("Claim"),
     to arbitration by the American Arbitration Association in New York, New
     York. The arbitrator's judgment shall be final and binding, the exclusive
     remedy, and enforceable in any court of competent jurisdiction. Each Party
     irrevocably consents to the non-exclusive jurisdiction of the courts of the
     State of New York and the United States District Court for the Southern
     District of New York, and waives all defenses based upon personal
     jurisdiction, forum or venue in connection with such arbitration or
     enforcement in such courts. The arbitrator may award only any remedies that
     a New York court could order, including provisional remedies but excluding
     ex parte relief. Each Party shall bear its own costs.
     -- -----

10.  Governing Law; Construction. This Agreement shall be governed by the laws
     ---------------------------
     of the State of Delaware, without regard to the conflicts of law principles
     thereof. In the event of any inconsistency between this Agreement and any
     other document executed between the Parties pursuant to this Agreement,
     this Agreement shall control, unless the other document specifically and
     conspicuously states the Parties' intention otherwise.

                                       7

<PAGE>

11.  Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT:
     -------------------------
     ALL SERVICES, GOODS AND FACILITIES PROVIDED HEREUNDER ARE "AS IS", "WITH
     ALL FAULTS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE
     PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION,
     WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A
     PARTICULAR USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR
     ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, RELIANCE,
     CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE
     TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT
     (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, REGARDLESS OF
     WHETHER THE SUBJECT PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF
     SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING UNDER SECTION 12 OR AS A RESULT
     OF A PARTY"S WILLFUL MATERIAL BREACH OF THIS AGREEMENT, EITHER PARTY'S
     MAXIMUM AGGREGATE LIABILITY UNDER ANY THEORY SHALL NOT EXCEED THE AMOUNT
     ACTUALLY PAID BY eRATINGS AND NETRATINGS TO THE ACNIELSEN GROUP HEREUNDER
     IN THE TWELVE MONTHS BEFORE THE DATE THE CAUSE OF ACTION AROSE. In the
     event applicable law does not permit limitation or exclusion of liability
     as provided in this Section, the subject limitation or exclusion of
     liability shall be deemed modified so as to be effective to the greatest
     extent permitted.

12.  Indemnification.
     ---------------

     a.   eRatings and NetRatings jointly and severally agree to indemnify and
          hold harmless each member of the ACNielsen Group and their respective
          directors, officers, employees, shareholders and agents, and each of
          the heirs, executors, successors and assigns of any of the foregoing,
          from and against any and all liabilities, obligations, damages,
          deficiencies, expenses, actions, suits, proceedings, demands,
          assessments, judgments, claims, losses, fines, penalties, costs and
          expenses, including without limitation, costs of investigation and
          defense and reasonable attorneys' fees arising out of or in connection
          with, the willful misconduct or gross negligence of eRatings,
          NetRatings or the eRatings Business in connection with the Services
          provided by the ACNielsen Group hereunder, including, without
          limitation, the use or direction by the eRatings Business of any
          Dedicated Employee.

     b.   ACNielsen agrees to indemnify and hold harmless each NetRatings and
          eRatings and their respective directors, officers, employees,
          shareholders and agents, and each of the heirs, executors, successors
          and assigns of any of the foregoing, from and against any and all
          liabilities, obligations, damages, deficiencies, expenses, actions,
          suits, proceedings, demands, assessments, judgments, claims, losses,
          fines, penalties, costs and expenses, including without limitation,
          costs of investigation and defense and reasonable attorneys' fees
          arising out of or in connection with, the willful misconduct

                                       8

<PAGE>

          or gross negligence of the ACNielsen Group in connection with the
          Services provided by the ACNielsen Group hereunder.

     c.   eRatings and NetRatings, jointly and severally, agree to indemnify and
          hold harmless each member of the ACNielsen Group and their respective
          directors, officers, employees, shareholders and agents, and each of
          the heirs, executors, successors and assigns of any of the foregoing,
          from and against any Indemnified Severance Costs, without duplication
          of indemnity for any matters covered by clause 12(a).

13.  Force Majeure. Neither Party shall be liable to the other for any failure
     -------------
     or delay in the performance of its obligations under this Agreement (other
     than its payment obligations hereunder) because of circumstances beyond its
     control including, but not limited to, acts of God, flood, fire, riot,
     accident, strikes, embargo, war, government action (including enactment of
     any laws, ordinances, regulations or the like which restrict or prohibit
     the providing of the Services or the making available of any of the
     Facilities) and other causes beyond its control, whether or not of the same
     class or kind as specifically named above. If either Party is unable to
     perform its obligations hereunder for any of the reasons described in this
     Section 12, such Party shall promptly notify the other of its inability to
     so perform.

14.  Notices. Notices shall be in writing and delivered by hand, courier, United
     -------
     States mail (prepaid and registered or certified), or fax with electronic
     acknowledgment of receipt, in each case to the signatories hereof,
     specifying their title, addressed to the addresses set forth on the
     signature page below, with a courtesy copy addressed to the General Counsel
     thereat. All such notices and communications hereunder shall for purposes
     of this Agreement be treated as effective or having been given when
     delivered if delivered personally, or, if sent by mail, at the earlier of
     its receipt or 72 hours after the same has been deposited in a regularly
     maintained receptacle for the deposit of United States mail, addressed and
     postage prepaid as aforesaid.

15.  Miscellaneous. Except by a written instrument signed by the Party against
     -------------
     whom enforcement is sought, this Agreement may not be amended and no breach
     may be waived (including, without limitation, by action or inaction). If
     any term of this Agreement is effectively invalidated, the remaining terms
     shall be unimpaired, provided that the Agreement's economic benefit not be
     thereby materially changed. Headings are for convenience only. The terms of
     this Agreement that by their sense and context are intended to survive its
     termination or expiration shall survive. Neither Party may assign this
     Agreement without the prior written consent of the other Party; provided,
                                                                     --------
     that any member of the ACNielsen Group may assign its obligations hereunder
     to any other member of the ACNielsen Group without, however, relieving
     ACNielsen of its obligations hereunder to the extent that the assignee does
     not perform such obligations.

16.  Entire Agreement. With respect to the Services, this Agreement, including
     ----------------
     the attached Exhibits which are incorporated herein by this reference,
     constitutes the entire agreement between the Parties and supersedes all
     previous and contemporaneous agreements and

                                       9

<PAGE>

     understandings between the Parties, whether written or oral. The Agreement
     may be executed in counterparts.

17.  Effect on Existing Services Agreements; Conflicts. Reference is made to the
     -------------------------------------------------
     existing Independent Representative Services Agreements in effect as the
     date hereof (the "Existing Services Agreements"), each of which is between
     eRatings, on the one hand, and a member of the ACNielsen Group, on the
     other. The Parties agree that, (i) although the Existing Services
     Agreements may remain in effect following the date hereof, as between
     eRatings, on the one hand, and the members of the ACNielsen Group, on the
     other, all of the Existing Services Agreements shall on and from the date
     hereof, notwithstanding anything to the contrary therein, be deemed to have
     been terminated and superseded by this Agreement (and, if applicable, by
     any new services agreement entered into in the relevant Operating Location
     under Section 1(b) hereof) and (ii) neither eRatings nor the ACNielsen
     Group shall hereafter seek to enforce against the other any of the terms,
     conditions or provisions of the Existing Services Agreements, in each case,
     except as expressly set forth in this Section 17. Notwithstanding the
     foregoing, eRatings shall remain obligated to make all payments due under
     such Existing Services Agreements through the date hereof, and shall remain
     responsible for any and all of its indemnification obligations thereunder.

                  [Remainder of Page Intentionally Left Blank]

                                       10

<PAGE>

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.

ACNIELSEN CORPORATION                          ACNIELSEN eRATINGS.COM


By:  /s/ Michael E. Elias                       By:  /s/ Michael E. Elias
    ---------------------------                      ---------------------------
    Name:  Michael E. Elias                          Name:  Michael E. Elias
           -------------------                              --------------------
    Title: Vice President                            Title: Vice President
           -------------------                              --------------------


NETRATINGS, INC.


By:  /s/ Todd Sloan
    ---------------------------
    Name:  Todd Sloan
           -------------------
    Title: CFO
           -------------------

                                       11

<PAGE>

                                    EXHIBIT A
                                    ---------

                                     [****]

<PAGE>

                                    EXHIBIT B
                                    ---------

                                 Shared Services
                                 ---------------

1.   Financial administration, including order processing, general accounting
     and reporting services and collections.

2.   IT support and use of global network and communications.

3.   Human resources services, including payroll and benefits administration.

4.   Global and regional finance support, including consolidation, treasury
     support and outside auditing services.

5.   Global and regional public relations.

6.   Global and regional purchasing support, including Oracle licensing and ATT
     global telephone.



<PAGE>

                                    EXHIBIT C
                                    ---------

                              Operating Locations/2/
                              ----------------------

                                    Australia
                                     Denmark
                                     Germany
                                    Hong Kong
                                      Italy
                                   Netherlands
                                      Spain
                                     Sweden
                                   Switzerland
                                  United States
                                 United Kingdom
                                     Austria
                                     Belgium
                                     Norway
                                     Finland
                                     Ireland
                                   New Zealand
                                    Singapore
                                     Taiwan
                                      China
                                   South Korea
                                      India
                                  South Africa
                                     Israel
                                     France
                                  Latin America

----------
/2/  This Exhibit C lists all jurisdictions in which the ACNielsen Group
          ---------
     provides Services to eRatings as of May 6, 2002

<PAGE>

                                    Exhibit D
                                    ---------

NetRatings and eRatings jointly and severally agree to pay the ACNielsen Group
for any Services provided by the ACNielsen Group to the eRatings Business
hereunder as follows:

1.   Direct costs incurred by the ACNielsen Group in connection with providing
     such Services, including (a) all salary, benefits, perquisites and other
     compensation paid by the ACNielsen Group to each Dedicated Employee, (b) an
     amount with respect to each Dedicated Employee that represents a pro rata
     allocation for the use by such Dedicated Employee of the ACNielsen Group
     facility at which such Dedicated Employee is located and (c) payments to
     third-party suppliers of goods and services directly applied to the
     eRatings Business; plus
                        ----

2.   A shared services fee equal to 4% of the direct costs contemplated by 1
     above; plus
            ----

3.   An Operating Location-specific mark-up on the aggregate sum of the direct
     costs and the shared services fee contemplated by 1 and 2 above relating to
     such Operating Location that is equal to the mark-up in effect in such
     Operating Location as of June 30, 2001 and reflected under the Independent
     Representative Service Agreement in effect on June 30, 2001 with respect to
     such Operating Location between a member of the ACNielsen Group, on the one
     hand, and eRatings, on the other.

ACNielsen represents and warrants to eRatings and NetRatings that the foregoing
methodology for determining the consideration to be paid by eRatings and
NetRatings for the Services under this Services Agreement is consistent with the
methodology in effect on June 30, 2001 for determining consideration payable by
eRatings to the members of the ACNielsen Group under the various Independent
Representative Services Agreements in effect on such date between eRatings, on
the one hand, and a member of the ACNielsen Group, on the other.

</TEXT>
</DOCUMENT>
