Acquisition, Management and Operation Terms and Conditions - National Association of Realters and RealSelect Inc.
NATIONAL ASSOCIATION OF REALTORS(TM) EXECUTIVE OFFICES
430 NORTH MICHIGAN AVENUE
The Voice For Real Estate(R) CHICAGO, IL 60611-4087
800.374.6500 FAX: 321.329.9960
700 ELEVENTH STREET,NW
WASHINGTON, DC 20001-1507
303.383.1000 FAX: 303.283.1035
www.REALTOR.com
[LOGO]
REALTOR(R) May 17, 1999
Stuart Wolff
Chairman & CEO
RealSelect, Inc.
225 West Hillcrest Drive/Suite 100
Thousand Oaks, CA 91360
Dear Stuart:
The purpose of this letter is to set forth the terms and conditions upon which
the NATIONAL ASSOCIATION OF REALTORS(R) (NAR) and its wholly-owned subsidiary,
REALTORS(R) Information Network, Inc. (RIN) are willing to consent to the
acquisition, management and operation by RealSelect of as Internet site that
displays information pertaining to the rental of real property ('Rental
Site').
1. The Rental Site will be controlled by RealSelect and not by its parent
corporation.
2. The site initially may operate with two Internet URL addresses, one being
the URL currently used by the acquired company and the second being a
REALTOR(R) branded URL to be agreed upon by Real/Select and NAR and to be
owned by NAR. RealSelect agrees to use only the REALTORS(R) branded URL as
soon as it is commercially reasonable, but in no event more than *_______*
after the acquisition of the Rental Site, provided, however, that if at the
end of the *_______* period following acquisition of the Rental Site, (i)
RealSelect can demonstrate that it has used commercially reasonable efforts
to move all of the content to the REALTOR(R) branded URL but in spite of
such efforts RealSelect will experience *_______* or more of the total
content on the Rental Site by using only the REALTOR(R) branded URL, or
(ii) in response to an official action of the NATIONAL ASSOCIATION OF
REALTORS(R), an organization representing property managers takes an
official action to discourage its members from advertising rental
properties on the REALTOR(R) branded URL and RealSelect can demonstrate
that in spite of exercising commercially reasonable efforts, it will
experience *___________* or more of the total content on the Rental Site by
using only the REALTOR(R) branded URL, then RealSelect may continue to use
both Internet URL addresses for an additional *_________* period, after
which time RealSelect must use only the REALTOR(R) branded URL.
3. A hypertext link shall be established from the Rental Site to REALTOR.com
after RealSelect receives the express written consent of NAR or when
RealSelect commences using only the REALTOR branded URL, whichever comes
first, provided, however, that no link to REALTOR.com shall be established
or maintained if information on the Rental Site in any way disparages
REALTORS or NAR or discourages the use of the real estate professionals in
the process of seeking housing. A link may be established from the non-
Realtor branded Internet URL address, at NAR's sole discretion.
_______________________
* Confidential treatment has been requested with respect to certain portions of
this exhibit. Confidential portions have been omitted from the public filing and
have been separately filed with the Securities and Exchange Commission.
4. A hypertext link shall be established from REALTOR.com to the Rental Site
after RealSelect receives the express written consent of NAR or when
RealSelect commences using only the REALTOR branded URL, whichever comes
first, provided, however, that no link from REALTOR.com shall be
established and maintained if information on the Rental Site in any way
disparages REALTORS or NAR or discourages the use of real estate
professionals in the process of seeking housing. A link may be established
from REALTOR.com to the non-Realtor branded Internet URL address, at NAR's
sole discretion.
5. Any *_______________________________________________________________* which
appear on the Rental Site must be listed for rent *____________________* or
listed for rent *__________________________________________________________
_______________________________*. Notwithstanding the foregoing, RealSelect
may display on the Rental Site *__________________________* in a particular
geographic area that are listed with *____________________________* who are
not *_________________________* if (i) RealSelect provides objective
market data acceptable to RIN which demonstrates that in either a given MSA
or jurisdiction of a *_____________________________* fewer than *_________*
of such properties that are listed for rent are *________________________*.
RIN shall advise RealSelect within five business days after receipt of the
market data whether RIN accepts or challenges the market data. RealSelect
must cease accepting or renewing *_______________________________* once
Realtor Listings in the Exceptions Market exceed *___________________* and
(ii) RealSelect establishes and maintains commercially reasonable price
differentials for home pages, enhanced property ads and other Internet
advertising *_____________________________________________________________
_______________*.
6. Except as otherwise provided herein, RealSelect agrees to operate the
Rental Site in a manner consistent with the terms of paragraphs 1.1,
2.1(b), 3.4, 5.2(b), 5.3(a), 5.7(a), 5.7(c), 5.7(d), 5.7(g), 6.4, 7.2,
8.1(b) and 9.2 of the Operating Agreement dated as of November 26, 1996,
between RealSelect and RIN, as amended from time to time ('Operating
Agreement'), except that RIN and NAR agree that Section 5.3(a) of the
Operating Agreement shall not apply until six months after the acquisition
of the Rental Site and further that ads for apartment building rentals may
appear on the Rental Site even if those rentals are not listed with
REALTORS(R). No properties that are for sale may appear on the Rental Site
for the duration of the Operating Agreement and for two years thereafter.
Except for paragraphs 1.1, 2.1(b), 3.4, 5.7(a), 5.7(c), 6.4, 7.2 and 9.2 of
the Operating Agreement, all sections referred to in this paragraph 6 shall
refer only to properties listed for rent *_________________________________
_____________________________________*.
7. RealSelect agrees to use its best efforts to assure that the performance of
its obligations for the Rental Site will have no impact on the quality or
timeliness of the performance of its duties and obligations under the
Operating Agreement.
8. *____* pricing or discounts will be provided by RealSelect to REALTORS(R)
for *___________________________________________* for like services or
products on the Rental Site, with the amount of such pricing or discounts
to be negotiated in good faith by RealSelect and NAR.
9. RealSelect agrees to pay Data Content Providers and RIN revenues from the
Rental Site as provided for in Section 6.4(a) of the Operating Agreement,
as amended from time to time, in accordance with the formula specified for
'Calendar Year 2000 and thereafter'; provided, however, that the percentage
to be paid to Data Contents Providers (in the aggregate) shall be *________
_____________________________________________*.
___________________
* Confidential treatment has been requested with respect to certain portions of
this exhibit. Confidential portions have been omitted from the public filing and
have been separately filed with the Securities and Exchange Commission.
10. Upon termination of this agreement, RealSelect shall cease all use of
the Realtor(R) branded URL. In the event that this agreement is
terminated by RealSelect due to a breach by NAR, NAR agrees that it will
cease use of the REALTOR(R) branded URL. If this agreement terminates
for reasons other than a breach by NAR, RealSelect acknowledges that NAR
may continue use of the REALTOR(R) branded URL. Additionally, upon
termination RealSelect agrees promptly to transfer to NAR all content on
the Rental Site that was provided by REALTOR(R) multiple listing
services.
Sincerely,
/s/ Terrence M. McDermott /s/ Robert A. Goldberg
Terrence M. McDermott Robert A. Goldberg
Executive Vice President President & CEO
NATIONAL ASSOCIATION OF REALTORS(R) REALTORS(R) Information Network
RealSelect, Inc. hereby agrees to
the above terms and conditions.
By: /s/ Stuart H. Wolff
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Title: CEO
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Date: 5-18-99
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