[***]=Confidential Treatment Requested for Redacted Portions of Document.
Exhibit 10.7
INTERNET SERVICES AGREEMENT
BY AND BETWEEN
COMPAQ COMPUTER CORPORATION
AND
VERTICALNET, INC.
This agreement ("Agreement") is entered into as of the 19th day of January, 1999
("Effective Date"), by and between Compaq Computer Corporation ("Compaq"), a
Delaware Corporation, and VerticalNet, Inc., ("VerticalNet"), a Pennsylvania
corporation, located at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.
This Agreement sets forth the terms and conditions between the parties.
RECITALS
A. Compaq maintains a site on the Internet known as AltaVista Search Service
with the URL ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ which contains various search
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services.
B. VerticalNet is engaged in the business of creating and operating "vertical
trade communities" with multiple sites on the Internet. VerticalNet also
owns or has the right to distribute certain content of interest to
industrial community users.
C. The parties shall develop "Industrial Communities" within the AltaVista
Search Service. VerticalNet will provide content and Compaq will deliver a
minimum number of impressions, collectively to the thirty one Co-Branded
Home Pages during the term of this Agreement. VerticalNet will develop
content for a minimum of thirty-one (31) distinct Co-Branded Home pages
corresponding to, but not limited to, each then current and future
VerticalNet websites, listed in Exhibit A. Compaq will guarantee
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traffic levels as specified herein in consideration for the payments for
impressions and share in the ad revenue generated from the sale of
advertising on the Co-Branded pages.
1. DEFINITIONS
1.1 "Advertising Placement Fee" means the fee owned to the Advertising
Sales Company for the promotion and sale of advertising placed in
connection with the Co-Branded Property.
1.2 "AltaVista Home Page" means the web page with the URL
▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
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1.3 "AltaVista Navigation Bar" means the AltaVista header provided in
Exhibit D. This Navigation Bar will include a link back to the
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AltaVista Search Service.
1.4 "AltaVista Search Engine" means the software program(s) developed by
Compaq that (i) compares the text query of an End User to the text URL
sites indexed by AltaVista and (ii) compiles those qualifying URLs
into a response file.
1.5 "AltaVista Search Service" means (i) the full-text World Wide Web
search engine and the index of the entire World Wide Web which can
currently be accessed through ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ and which was
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developed and is operated by or on behalf of Compaq, and any pages
contained therein, or (ii) with the approval of VerticalNet (which
approval will not be unreasonably withheld) any successor full-text
World Wide Web search engine and index of the public World Wide Web
operated by Compaq or any subsidiary of Compaq.
1.6 "Co-Branded Community Pages" means all pages that an End User visits
on the Vertical Net site accessible through the Co-Branded Home Pages.
The Co-Branded Community Pages will carry AltaVista Navigation Bar.
1.7 "Co-Branded Home Pages" means website pages that correspond to the top
level community page on a VerticalNet website on which both
AltaVista's and VerticalNet's logos and tool bars appear. The URL of
the Co-Branded Home Pages will be of the form
▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. VerticalNet shall host all
--------------------------------
Co-Branded Home Pages. The design of the Co-Branded Home Pages shall
be consistent with Exhibit E.
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1.8 "Co-Branded Impression Pages" means the combination of Co-Branded Home
Pages and the Industrial Community Page. These pages are used to
calculate payments from VerticalNet to Compaq as outlined in Section
7.
1.9 "Content" means all items that appear on the Co-Branded Home Pages and
the Co-Branded Community Pages with the exception of the AltaVista
Navigation Bar and logo.
1.10 "Dictionaries" mean a set of Keywords when searched upon by the
AltaVista Search Service, will trigger a text link to the appropriate
Co-Branded Home Page.
1.11 "End User" means a person who accesses either the AltaVista Search
Service of the Co-Branded Home and Community Pages.
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1.12 "Industrial Community Link" means a specific link on the AltaVista
Home Page that would link to the Industrial Community Page.
1.13 "Industrial Community Page" means the page on the Compaq server which
contains links to all of the Co-Branded Home Pages, set forth in
Exhibit J.
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1.14 "Intellectual Property Rights" means trade secrets, patents,
copyrights, trademarks, trade dress, know-how and similar rights of
any type under the laws of any governmental authority including,
without limitation, all applications and registrations relating to any
of the foregoing.
1.15 "Keywords" mean those words and phrases set forth on Exhibit B which
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will make up the Dictionaries. The Keywords will have direct relevance
to the industrial community to which they are associated. Additional
Keywords may be added upon the mutual consent of VerticalNet and
Compaq, which consent shall not be unreasonably withheld.
1.16 "Net Revenue" means gross revenue invoiced for advertising sales and
sponsorships generated from the Co-Branded Home Pages and Industrial
Communities Page, plus direct referral fees, defined as compensation
for sales leads that VerticalNet advertisers pay Vertical Net when
those leads are generated on the Co-Branded Home Pages, less outside
agency fees (or internal equivalent AltaVista cost to generate gross
revenues), actual discounts or credits allowed, if any, and sales,
tariff duties and/or use taxes.
1.17 "Search Results Page" means the page shown after a user enters a query
into the AltaVista Search Services main search box. It consists of a
collection of links presented to a user who has entered a query,
including question/answer links, directory links and full text search
hits, resulting from a complete search of the World Wide Web. These
pages are currently in the form as shown in Exhibit C.
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1.18 "Search Result Text Link" means the text link served to a Co-Branded
Home Page on the Search Result Page.
1.19 "VerticalNet Competitors" means those entitles set forth in Exhibit I.
---------
1.20 "Website" means a repository of data and other information in
electronic form residing on one or more servers that can be accessed
via the WWW by an End User on an anonymous basis.
1.21 "World Wide Web" or "WWW" means the Internet-based distributed
information service that utilizes the hypertext transfer protocol
(http) or any purchased protocol.
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2. DESCRIPTION OF OPERATION OF CO-BRANDED PROPERTY
2.1 The Industrial Community Page shall be accessible to End Users through
its own URL and, at Compaq's discretion, through a link on the
AltaVista Home Page. This link will be identified as "Industrial
Communities" or some other name at Compaq's discretion, as approved in
writing by VerticalNet, which approval shall not be unreasonably
withheld.
2.2 When a user initiates a search within the AltaVista Search Engine,
they will be presented with a Search Results Page. On this Results
Page, the End User will be presented with the Search Result Text Link
to the specific related Co-Branded Home Page if there is such a
community assigned to the End User's search word(s). The placement and
appearance of such a link will be at Compaq's discretion.
2.3 VerticalNet will place an AltaVista Navigation Bar on Co-Branded Home
Pages and Co-Branded Community pages. The Co-Branded Home and
Community Pages will initially utilize the branding and navigation
depicted in
Exhibit D. VerticalNet will make commercially reasonable efforts to
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assure that all pages directly linked from a Co-Branded Home Page will
include the AltaVista Navigation Bar. If Compaq wishes to change the
appearance or placement, it must be with the mutual written consent of
VerticalNet, which consent will not be unreasonably withheld. If
properly approved, VerticalNet will make such changes to update the
appearance or placement within ten (10) business days of the written
request. Mechanisms will be established to keep the branding and
navigation consistent with both the main AltaVista site and with
VerticalNet's site.
2.4 Any existing or future agreement between AltaVista and or its
agencies, and VerticalNet shall not contribute to the impression
delivered to the Co-Branded Home Pages or Industrial Community Page
under this agreement.
3. COMPAQ RESPONSIBILITIES
3.1 Compaq will integrate the Keywords into the Dictionaries by the
Scheduled Launch Date, 1/18/99. Additional Keywords shall be added to
the Dictionaries within fifteen (15) days of their addition to Exhibit
-------
B. There will be one Dictionary of Keywords for each of the Co-Branded
--
Home Pages, provided they meet Compaq's approval, which approval shall
not be unreasonably withheld. When an End User searches on a Keyword
that appears in a Dictionary, Compaq will serve a Search Result Text
Link to the corresponding Co-Branded Home
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Page. Compaq shall have the right to determine which Co-Branded Home
Pages are linked to which Keywords, subject to VerticalNet's approval.
Compaq agrees that during the term of this Agreement, it will not
serve a similar, paid for or bartered text link from a search to a
website or web page owned or operated by a VerticalNet Competitor. All
search results, question answer results directory linkages and banner
ads are exempt from this competitive exclusion.
3.2 Compaq, at its discretion, will create the Industrial Community Link.
Compaq will determine the placement of the Industry Community Link on
the AltaVista Home Page and any other alternate location for its
Industrial Community Links. Compaq will not provide links from the
Industrial Community Page to any VerticalNet Competitors.
3.3 Compaq will use commercially reasonable efforts to implement the
functionality set forth in Sections 2.1, 2.2, 3.1 and 3.2 and to
display promotions and advertising banners as described herein on or
before the Scheduled Launch Date.
3.4 AltaVista will deliver a minimum total of [***] impressions to the
Co-Branded Impression Pages, as defined in Section 1.8 during the one
year Term of this Agreement. Of these, at least [***] shall consist
of impressions to the Co-Branded Home Pages.
3.5 Compaq has the right to sell the banner (standard dimensions of 468 x
60) which may appear at the top and or the bottom of the Industrial
Communities Page. Compaq has the right to retain a sales agent,
provided that the agent is not a VerticalNet Competitor. Compaq or its
agent may not sell advertising on the Industrial Communities Page to a
VerticalNet Competitor. VerticalNet shall share in the Net Revenue
from the sale of advertising on the page using the schedule listed in
Exhibit F.
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3.6 Ten (10) days prior to the Scheduled Launch Date, Compaq shall provide
VerticalNet all technical and other data needed for VerticalNet to
implement the AltaVista navigator bar on the Co-Branded Home and
Community Pages.
4. VERTICALNET RESPONSIBILITIES
4.1 VerticalNet will own and be responsible for the generation of all
advertising revenues, with the exception listed in Section 3.5 above,
on the Co-Branded Pages, unless otherwise agreed to by the parties in
writing.
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4.2 VerticalNet will be responsible for the creation and maintenance of
the content for the Co-Branded Home and Community Pages. There shall
be no limit to the number or quantity of the Co-Branded Home and
Community Pages.
4.3 VerticalNet may suggest additions or deletions of Keywords on a
monthly basis, subject to prior advertising commitments and Section
1.15. There will be no cap to the amount of "Keywords."
4.4 VerticalNet will Maintain the Co-Branded Home and Community Pages on
VerticalNet's Servers per the performance criteria in Exhibit H.
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4.5 VerticalNet will use commercially reasonable efforts to implement the
Co-Branded Home Pages and Co-Branded Community Pages, assist Compaq in
the implementation of the Industrial Community Page and to display the
promotions and advertising banners as described herein on or before
the Scheduled Launch Date.
4.6 VerticalNet will be responsible for providing monthly Net Revenue
reports for the Co-Branded Home Pages, due on the fifth business day
of every month for the prior month. These reports should be sent to
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇.
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4.7 VerticalNet will create a Co-Branded Home Page for all new VerticalNet
websites and, with the prior written approval of Compaq whose approval
will not be unreasonably withheld, link it to the Industrial Community
Page prior to publicly launching the new site on the World Wide Web.
4.8 VerticalNet shall offer a search feature for content on its commercial
sites, and shall make such feature available on the Co-Branded Home
Pages. VerticalNet shall make commercially reasonable efforts to
provide a uniform user experience between the AltaVista Search Service
and the Co-Branded Home Pages.
4.9 VerticalNet will review and approve the design of the AltaVista
branded elements provided by Compaq for incorporation in the Co-
Branded Home and Community Pages which approval will not be
unreasonably withheld.
5. EXCLUSIVITY
5.1 During the first year of this Agreement, VerticalNet will not offer
Industry Community Pages or Co-Branded Home Pages hosted on the
VerticalNet servers to Excite, Lycos, Infoseek, Yahoo, Hotbot,
Netscape and any search engine service operated by Microsoft or its
subsidiaries (collectively "AltaVista Competitors"). The "Launch
Date" shall mean that time that: (i) Compaq has
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implemented the functionality as set forth in Sections 2.1, 2.2, 3.1
and 3.2; (ii) VerticalNet has implemented the functionality set forth
in Sections 2.3 and 4.4, (collectively, the "Launch Date"); and (iii)
the foregoing functionality is made available to End Users.
VerticalNet reserves the right to offer co-branded pages on other
parties servers to any third parties, including AltaVista Competitors,
as long as Compaq is offered similar rights for VerticalNet content
only.
5.2 During the of this Agreement, VerticalNet will not sell or barter
advertising on the Co-Branded Home Pages to AltaVista Competitors.
5.3 In the event that Compaq has not delivered 50% of the total
impressions due at the two month period of the contract or any
successive two month period (on a pro rata basis), then the
restrictions set forth in Sections 5.1 and shall not apply, regardless
of whether Compaq subsequently delivers the proper amount of
impressions.
6. BARTER ADVERTISING
The parties agree to display barter advertising for the other party on
their respective sites during the initial Term of the Agreement. The
maximum value of the barter advertising is $300,000 for each party. The
value of the Barter Advertising will be determined based on the then
current rate cards of each company. Such Barter Advertising is for the
sole purpose of promoting each other's web property and shall not include
promotion of a third party's web property. Any such serving of respective
barter advertising will be at the sole discretion of the other party. Such
Barter Advertising will not affect the advertising agreements currently in
place between VerticalNet and AltaVista's advertising sales agency.
7. PAYMENT AND SCHEDULE
7.1 General. In consideration for the placement of the Industrial
Community Link on the AltaVista Home Page and impressions delivered to
the Co-Branded Impression Pages, VerticalNet shall make the following
payments to Compaq:
7.1.1 A non-refundable payment of $250,000 for the placement of
Industrial Community Link on the AltaVista home page or the
initiation of the Barter Advertising as per Section 6 of this
Agreement. This fee shall be payable in three equal monthly
installments beginning 30 days after the Launch Date of this
Agreement.
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7.1.2 After such time as Compaq has served [***] Co-Branded
Impression Pages of which [***] must be Co-Branded Home pages,
VerticalNet shall pay $83.33 per thousand Co-Branded Impression
pages served (CPM) to a maximum of $750,000. For the purposes
of this section, no more than [***] of the Co-Branded
Impression pages billable at any point shall be Industrial
Community Page.
7.1.3 Compaq and VerticalNet will share the Net Revenue from all of
the Co-Branded Home Pages in accordance with the schedule in
Exhibit F. VerticalNet makes no representation that any such
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sales will occur, but will attempt to sell advertising on a
best efforts basis.
7.2 Manner of payment. All payments shall be payable in U.S. dollars by
check or wire transfer to such U.S. bank account as directed in
writing. The Terms of payment are Net 45 days from the last day of the
fiscal quarter revenue is earned and/or received by VerticalNet or
Compaq.
7.3 If either party fails to pay any amounts when due and payable and such
amounts are not disputed in good faith, then said party shall pay the
other a late payment charge of one and a half percent (1.5%) per
month, but not in excess of the lawful maximum, on any past due
balance which is not subject to a good faith dispute.
8. PROPRIETARY RIGHTS
8.1 Compaq and AltaVista. As between Compaq and VerticalNet, Compaq shall
own all right, title and interest in and to the AltaVista Search
Service, the AltaVista Web Crawler, the AltaVista URL Index, including
without limitation all successor products thereof and any current or
future intellectual property rights embodied in the foregoing.
8.2 As between Compaq and VerticalNet, VerticalNet shall own all right,
title and interest in and to the Content for the Co-Branded Home and
Community Pages and any current or future intellectual property rights
embodied in the foregoing. The above does not apply to the AltaVista
logo or trademarks to be used on the Co-Branded Home and Community
Pages, nor the use of the AltaVista name on those pages or in the URL
of the Co-Branded Pages.
8.3 No Implied License. Except for the license rights granted herein,
neither party grants the other rights in or to each other's respective
intellectual property.
8.4 Trademarks: Each party grants the other a non exclusive, non
transferable, royalty free right to display the trademarks and logos
made available by such
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[***]=Confidential Treatment Requested for Redacted Portions of Document
party, subject to the terms of this Agreement and such party's
standard trademark usage guidelines (copies of which are attached as
Exhibit G). In the event either party determines that the others use
of the applicable trademarks or service marks is inconsistent with the
applicable Trademark or Service ▇▇▇▇ holders quality standards, then
upon written request and within a reasonable time the applicalbe party
shall conform such trademark or service ▇▇▇▇ use to the appropriate
party standards. If either party fails to conform the applicable
trademark use or service ▇▇▇▇ usage, then the owner of the marks shall
have the right to suspend use under the terms of this Agreement.
9. CONFIDENTIALITY AND PUBLICITY
9.1 During the Term of this Agreement (including any renewal Terms) and
for a period of one year thereafter, each party shall retain in
confidence any information provided to it by the other party which is
marked, labeled or otherwise designated as confidential or
proprietary, unless the information sought to be disclosed (a) is
publicly known at the time of disclosure, (b) is lawfully received
from a third party not bound in a confidential relationship with the
other party, (c) is published or otherwise made known to the public by
the other party, (d) was generated independently without reference to
the other party's confidential information, or (e) is required to be
disclosed under a court order, (f) or as required by law. Each party
shall use at least the same standard of care with the others
confidential information as it does with its own. Upon either
termination of expiration of this Agreement the parties will return
all confidential data provided under the terms of this Agreement
within thirty (30) days of termination or expiration.
9.2 Neither party will issue any press releases or other public statements
regarding this Agreement without the other party's prior written
approval.
9.3 Upon termination or expiration of this Agreement either party is
permitted to issue a press release solely to the effect the Agreement
has either expired or was terminated. Neither party is permitted to
disclose any business terms of this Agreement with respect to such
press release.
10. WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY
10.1 Compaq warrants and represents:
10.1.1 That it has the full corporate right, power and authority to
enter into this Agreement;
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10.1.2 That the execution of this Agreement and the performance of the
obligations and duties hereunder, do not and will not violate
any agreement to which Compaq is a party or which it is
otherwise bound; and;
10.1.3 VerticalNet acknowledges that Compaq makes no representations,
warranties or agreements related to the subject matter
expressly provided for in this Agreement.
10.2 VerticalNet warrants and represents:
10.2.1 That it has the full corporate right, power and authority to
enter into this agreement;
10.2.2 That the execution of this Agreement and the performance of the
obligations and duties hereunder, do not and will not violate
any agreement to which VerticalNet is a party or which it is
otherwise bound; and
10.2.3 Compaq acknowledges that VerticalNet makes no representations,
warranties or agreements related to the subject matter
expressly provided for in this Agreement.
10.3 EACH PARTY ACKNOWLEDGES AND AGREES THAT THE SERVICES PROVIDED
HEREUNDER ARE BEING PROVIDED "AS IS", "WITH ALL FAULTS," AND THAT
NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED AS TO THE USEFULNESS, ACCURACY, RELIABILITY OF EFFECTIVENESS
OF THE SERVICES OR THAT ANY OF THE SERVICES PROVIDED HEREUNDER WILL BE
ERROR FREE, OR THAT DEFECTS HAVE OR WILL BE CORRECTED, OR THAT THE
SERVICES WILL MEET THE NEEDS OF THE OTHER PARTY OR ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING, EACH PARTY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL
EITHER PARTY BE LIABLE TO THE OTHER FOR ANY FAILURE, DISRUPTION,
DOWNTIME, INCORRECT LINKAGE OR OTHER NON PERFORMANCE OF EACH OTHER'S
SERVICE.
10.4 INDEMNIFICATIONS
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10.4.1 Each party (the "indemnifying party") will indemnify, defend
and hold harmless the other party and its corporate parent or
affiliates (collectively "the indemnified party") from and
against all claims, suits and proceedings, and any and all
related liabilities, losses, expenses, damages and costs
(including without limitation, reasonable attorney fees),
including, without limitation, any third party claims alleging
infringement of any copyright, trademark or other intellectual
property right or alleging libel, defamation or invasion of
privacy, arising from the use of any content, products,
services, software, trademarks, logos or other materials or
information (collectively "Materials") (a) provided by the
indemnifying party or (b) accessible on the indemnifying
party's Website or via a link from the indemnifying party's
Website, unless such Materials were originally provided by the
indemnified party.
10.4.2 The indemnified party will: promptly notify the indemnifying
party of any claim, suit, or proceeding for which indemnity is
claimed; cooperate reasonably with the indemnifying party at
the latter's expense; and allow the indemnifying party to
control the defense or settlement thereof. The indemnified
party will have the right to participate in any defense of a
claim and or to be represented by counsel of its own choosing
at its own expense. The indemnifying party's obligations under
this section shall not apply to any claims based upon the use
of Materials that have been altered by any third party other
than the indemnifying party, the combination of any Materials
with any items not provided by the indemnifying party, or the
display of any material in a manner not approved by the
indemnifying party, if and to the extent such claim would not
have arisen but for such alterations, combinations or display.
10.5 LIMITATION OF LIABILITY
10.5.1 Except for a breach of either parties intellectual property
rights and the indemnification in Section 10.4, THE LIABILITY
OF EITHER PARTY FRO DAMAGES OR ALLEGED DAMAGES HEREUNDER,
WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED
TO, AND WILL NOT EXCEED THE AMOUNTS PAID BY VERTICALNET TO
ALTAVISTA HEREUNDER. IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING
WITHOUT LIMITATION, LOSS PROFITS, IN ANY WAY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, EVEN IN THE EVENT SUCH PARTY HAS
BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
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11. TERM AND TERMINATION
11.1 The Term of this Agreement shall be one year from the date of
execution ("Effective Date"), unless termination in accordance with
the provisions of this Section. Thereafter, this Agreement will
automatically renew on a year-to-year basis unless either party
notifies the other at least thirty (30) days prior to the applicable
renewal term.
11.2 Either party may terminate this Agreement or any renewal term thereof
at any time (a) in the event of a material breach by the other party
that has not been cured within thirty (30) days of written notice
thereof or (b) within thirty (30) days prior to a renewal period,
provided such notice is given in writing.
11.3 Subsequent to Termination by either party or expiration of this
Agreement, such Termination or expiration shall not act as a waiver of
either party's rights or payment obligations under this Agreement or
release either party from any liability for breach of such party's
obligations under this Agreement.
11.4 Any termination or expiration of this Agreement shall mean that each
party shall no longer use any trademarks or service marks licensed
under the terms of this Agreement or continue to provide the services
described herein.
12. INSPECTION OF RECORDS
12.1 Each party will keep accurate records which are sufficient for the
calculation of any amounts due hereunder and will make such records
available to an independent third party during normal business hours,
provided that such inspections (a) occur only on reasonable advance
notice, (b) do not occur more frequently than once annually during the
Term and or any renewal Terms of this Agreement, and for one year
thereafter and (c) are conducted at the expense of this inspecting
party unless such inspection shows a deviation in the amounts paid in
excess of 5%, then the inspected party shall be liable for the cost of
the inspection of records. It is understood and agreed that the
independent third party inspector will be required to sign a non-
disclosure agreement with the party to be inspected.
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13. GENERAL
13.1 No Joint Venture: The sole relationship between the parties is that of
independent contractors. Each party is an independent contractor and
neither is an agent of the other. Each party shall be solely
responsible for the actions of their respective employees, agents, and
representatives.
13.2 Governing Law: This Agreement shall be interpreted and construed in
accordance with the laws of the State of California, without regard to
the principles of conflicts of laws. The parties specifically exclude
the terms of the United Nations International Convention of Contracts.
13.3 Non Assignment: Neither party shall transfer or assign any rights or
delegate any of its obligations hereunder, whether in whole or in
part, voluntary or by operation of law without the prior written
consent of the other, whose consent shall not be unreasonably
withheld.
13.4 Notices: All notices, requests, demands, reports or other
communications under this Agreement shall be in writing and may be
sent by mail, facsimile, or authorized electronic address and offices
specified below. Notices hereunder shall be directed to:
13.5 Waiver: Any of the provisions of this Agreement may be waived by the
party entitled to benefit thereof. Neither party shall be deemed to
have waived any of its rights or remedies hereunder unless such waiver
is in writing and signed by the waiving party, and then only to the
extent specifically set forth in such writing.
13.6 No Third Party Beneficiaries: Nothing contained in this Agreement
implies or is intended to confer upon any person other than the
parties and respective successors or assigns of the parties, any
rights remedies, obligations or liabilities whatsoever.
13.7 Survival: The respective rights and obligations between the parties
under the provisions of Sections 1, 8, 9, 10 (10.4 only for one year
after the termination of the Agreement), 11 and 13 hereof shall
survive expiration or termination of this Agreement.
13.8 Entire Agreement: This Agreement (including the Exhibits, Attachments
and or Addenda, if any,) represents the entire agreement of the
parties with respect of the subject matter hereof and supersedes all
prior and or contemporaneous agreements or understandings, written or
oral between the parties with respect to the subject matter hereof.
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13.9 Counterparts/Facsimiles: This Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be
deemed an original, and such counterparts together shall constitute
one and the same instrument. For the purposes hereof, a facsimile copy
of this Agreement including the signature pages hereto, shall be
deemed an original.
IN WITNESS WHEREOF, the parties to this Agreement by their duly authorized
representatives have executed this Agreement as of the date first written above.
COMPAQ COMPUTER CORPORATION VERTICALNET, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President Title: Vice President
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