License and Development Agreement - Ask Jeeves Inc. and Compaq Computer Corporation

License and Development Agreement
between Ask Jeeves, Inc. and
Compaq Computer Corporation

This License and Development Agreement (the "Agreement") is made as of March 29,
1999 (the "Effective Date") by and between ASK JEEVES, INC., a California
corporation, with its principal place of business at 918 Parker Street,
Berkeley, CA 94710 ("Ask Jeeves") and COMPAQ COMPUTER CORPORATION, a Delaware
corporation, with its principal place of business at 20555 SH 249, Houston TX
77070 ("Customer") on behalf of its worldwide divisions, affiliates and
subsidiaries.

RECITALS

A. Ask Jeeves is in the business of developing, marketing and licensing
on-line natural language question answering products and services,
including a software product known as the Question Processing Engine
("QPE"). The services Ask Jeeves provides include the creation and
maintenance of customized knowledgebases to be used in conjunction with
the QPE. The knowledgebases and the QPE when used together allow end
users to access online information using the Ask Jeeves' question and
answer format.

B. Customer manufactures and sells personal computers and related products
and services. Customer has created and maintains a website on the
Internet related to Customer's computer products located at
www.Compaq.com (the "Customer Site").

C. Customer desires to license the QPE and have Ask Jeeves develop
customized knowledgebases (the "Knowledgebases") that will allow
visitors to the Customer Site to navigate portions of the Customer Site
through the use of natural language questions.

D. Ask Jeeves desires to license the QPE to Customer and develop and
maintain the Knowledgebases on the terms set forth in this Agreement.

AGREEMENT

THEREFORE, the parties agree as follows:

1. SCOPE OF WORK.

a. KNOWLEDGEBASE CREATION SERVICES. Ask Jeeves agrees to create the
Knowledgebases as more specifically described in Exhibits Al, A2
and A3 (and

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

any further additions or amendments to Exhibit A) according to
the schedules also set forth in Exhibit Al, A2 and A3.

b. KNOWLEDGEBASE MAINTENANCE AND UPDATE SERVICES. Ask Jeeves agrees
to maintain and update the Knowledgebases as the content of the
Customer Site changes, as specified in Exhibit B. The
maintenance and updates will be done on an ongoing basis to
promptly reflect changes in or additions to the Customer Site.
Customer agrees to provide Ask Jeeves with a minimum of ten (10)
days advance notice of changes to the Customer Site to allow Ask
Jeeves to update the Knowledgebases. Ask Jeeves' obligation to
maintain and update each of the Knowledgebases is limited to the
number of hours set forth in the Exhibit A that describes the
scope of work for that Knowledgebase (the "Monthly Maintenance
Obligations"). In the event Customer requires maintenance and
update services beyond the Monthly Maintenance Obligations, Ask
Jeeves will provide those services at the rates set forth in
Section 5.g.

c. QPE Support and Upgrades. Ask Jeeves agrees to provide Customer
technical support as described in Exhibit E and bug fixes,
upgrades and updates to the QPE, including major and minor
releases, as such may be released from time to time. Ask Jeeves
agrees to assign a designated Ask Jeeves employee to manage the
technical support to be provided under this Agreement.

2. TECHNICAL REQUIREMENTS. The QPE and the Knowledgebases will operate in
the software environment described in Exhibit C.

3. OWNERSHIP OF KNOWLEDGEBASES; EXCLUSIVITY.

a. OWNERSHIP. The Knowledgebases will be the property of Ask Jeeves
and will be licensed to Customer under the terms of the license
set forth in Section 4, below. However, to the extent the
Knowledgebases contain any proprietary or confidential
information of Customer, such information will belong to
Customer ("Customer Information"). Ask Jeeves will treat the
Customer Information used in the Knowledgebases as Confidential
Information of Customer, subject to the provisions of Section
16, below.

b. EXCLUSIVITY. Ask Jeeves agrees that for one hundred (100) days
after the Effective Date it will not deliver to [*], a
production version of a question-answering system that is
primarily designed to answer end-user pre-sale questions and
that incorporates portions of Knowledgebase content that was
first used for the Compaq "Prosignia II Pre-Sale" (Exhibit A1)
system.

4. LICENSE.

a. GRANT. Upon receipt of the fees set forth in Section 5, below,
and subject to the terms and conditions of this Agreement, Ask
Jeeves grants Customer a non-exclusive, fully-paid,
nontransferable, non-sublicensable, worldwide license for

the term of this Agreement (including any extensions) in the
QPE, the Knowledgebases and any and all related materials,
including, without limitation, documentation, trademarks, and
logos (the "Licensed Products") solely for purposes set forth in
this Agreement.

b. LICENSE RESTRICTIONS. Except as specifically granted in this
Agreement, Ask Jeeves owns and retains all right, title and
interest in the Licensed Products and any and all related
materials. This Agreement does not transfer ownership rights of
any description in the Licensed Products to Customer or any
third party. Customer agrees not to modify, reverse engineer or
decompile the Licensed Products or create derivative works based
on them. Customer agrees to retain all copyright and trademark
notices on the Licensed Products and to take other steps
necessary to protect Ask Jeeves' intellectual property rights.

5. FEES AND PAYMENT. As consideration for the licenses granted and the
services rendered under this Agreement, Customer agrees to pay Ask
Jeeves as follows:

a. PROFESSIONAL SERVICES FEE. Customer agrees to pay Ask Jeeves the
following professional services fees for the creation of the
Knowledgebases (the "Knowledgebase Creation Fees"):

Prosignia II Pre-sales (Exhibit A1) [*]

Home Computing PC Tech Support (Exhibit A2) [*]

Enterprise PC Tech Support (excl. Servers) (Exhibit A3) [*]

The Knowledgebase Creation Fees will be invoiced [*] percent [*]
upon execution of this Agreement and the remaining [*] percent
[*]on the Release Date for each of the Knowledgebases. For
purposes of this Agreement the Release Date is defined as the
date on which Ask Jeeves delivers a production ready copy of
each Knowledgebase to Customer.

b. KNOWLEDGEBASE MAINTENANCE FEE. Customer agrees to pay Ask Jeeves
for maintenance of the Knowledgebases (the "Knowledgebase
Maintenance Fees") as follows:

Project Monthly Fee

Home Computing PC Tech Support [*]

Enterprise PC Tech Support (excluding Servers) [*]

Prosignia II Pre-Sale (deferred, see below) [*]

The Knowledgebase Maintenance Fee for each of the Knowledgebases
will be invoiced in advance on a quarterly basis beginning on
the Release Date for each of the Knowledgebases. If the Release
Date for each Knowledgebase is a day other than the beginning of
a quarter, the Maintenance Fee will be prorated for the
percentage of the quarter remaining. The Knowledgebase
Maintenance Fee for the Prosignia II Pre-Sale Knowledgebase will
be deferred for a period of ninety (90) days after its Releasae
Date pending the conclusion of negotiations between Ask Jeeves
and Customer for additional Prosignia II Pre-Sale Knowledgebase
development. In the event the parties do not reach an agreement
concerning future development of the Prosignia II Pre-Sale
Knowledgebase within ninety (90) days of its Release Date,
Customer agrees to pay Ask Jeeves the amount shown above.

c. USAGE FEE. Customer agrees to pay Ask Jeeves a minimum yearly
usage fee (the "Minimum Yearly Usage Fee") of [*] dollars [*].
The Minimum Yearly Usage Fee includes up to [*] Answers, as
defined below. Each Answer provided in excess of [10 million]
during any year will be billed at [*] per answer (the "Excess
Answer Fee"), provided, however, that the total usage fee to be
paid by Customer to Ask Jeeves during the Initial Term will not
exceed [*] (the "Maximum Yearly Usage Fee"). Customer will not
receive any refund of the Yearly Usage Fee if fewer than [*]
Answers are provided. An "Answer" occurs when (a) an end user of
the Licensed Products selects a matching question presented to
the user in response to a user's query or (b) an alternative
mechanism by which an end user is taken to an answer to his or
her query on the Customer Site. The Yearly Usage Fees will be
paid quarterly in advance. The Excess Answer Fee, if any, will
be billed quarterly in arrears, beginning on the date that
Customer provides in excess of [*] Answers to users of the
Customer Site.

d. TRAVEL AND OUT OF POCKET EXPENSES. Customer agrees to reimburse
Ask Jeeves for all travel expenses and out of pocket expenses at
cost, which will not exceed Compaq's Standard Travel Guidelines
attached as Exhibit D to this Agreement.

e. PAYMENT. For all invoices hereunder, payment is due forty-five
(45) days from invoice date.

f. TAXES. Customer will also reimburse Ask Jeeves for any sales,
use and similar taxes associated with the Software, except for
taxes based on Ask Jeeves' net assets or net income. Customer
reserves the right to promptly pay all taxes due directly to the
applicable taxing authorities under Customer's Direct Pay Tax
Permit.

g. PROFESSIONAL SERVICES. In the event Customer requests that Ask
Jeeves perform consulting, engineering, Knowledgebase creation
or other professional services that are beyond the scope of work
described in this Agreement, Customer agrees

to pay Ask Jeeves for such professional services in accordance
with the applicable scope-of-work at Ask Jeeves' customary
rates, which, as of the date of this Agreement, are as follows:

Engineering [*]
Knowledgebase Creation [*]
Consulting [*]

Ask Jeeves agrees that for the term of this Agreement (including
any extensions) the maximum professional services fees it will
charge will be the lesser of (i) the actual rates for such
services charged by Ask Jeeves to its customers or (ii) the
amounts set forth above plus [*] percent [*] per year.

6. AUDIT RIGHTS. Each party agrees that it will keep, for a minimum of two
(2) years, proper records and books of account relating to its
activities under this Agreement. Once every twelve (12) months, either
party may inspect the records of the other party to verify reports
provided to the other, each party's compliance with its obligations
under this Agreement and/or payment amounts. Any such inspection will be
conducted in a manner that does not unreasonably interfere with the
inspected party's business activities. Such inspection shall be
performed by an independent accounting firm chosen and compensated by
the requesting party, for purposes of audit. Such accounting firm shall
be required to sign an agreement protecting the party's confidential
information and shall be authorized to report only the amounts due and
payable for the period requested. The inspected party shall immediately
make any overdue payments disclosed by the audit. Such inspection shall
be at the inspecting party's expense; however, if the audit reveals
overdue payments in excess of [*] of the payments owed to date, the
inspected party shall immediately pay the cost of such audit, and the
inspecting party may conduct another audit during the same twelve (12)
month period. Each party shall, upon written request, during normal
business hours, in accordance with Customer's standard security
requirements, but not more frequently than once each calendar year,
provide access to such accounting records.

7. CUSTOMER LIAISON. Customer agrees to provide a designated employee to
act as liaison with Ask Jeeves for the installation, and technical
implementation and support of the QPE and the Knowledgebases. With
respect to the maintenance of the Knowledgebases, Customer, at its
option, may assign an individual liaison for each Customer product
group. Customer further agrees to comply with Ask Jeeves' reasonable
requests to modify the Customer Site (e.g. adding location tags to
answer content) in order to maximize the efficacy of the Knowledgebases.

8. ASK JEEVES ANSWER NETWORK. Upon future, separate mutual agreement of the
parties, the Knowledgebases may be included in the Ask Jeeves Answer
Network, allowing users at another website access to the publicly
available, non-confidential portions of the Knowledgebases and
vice-versa.

9. TERM AND TERMINATION.

a. TERM. This Agreement and the licenses granted under this
Agreement become effective as of the Effective Date and, unless
sooner terminated as set forth in Section 9.b, below, shall
continue in effect for a period of twelve (12) months from the
Release Date (the "Initial Term"). Upon expiration of the
Initial Term, this Agreement will automatically renew for
additional twelve-month terms (the "Renewal Terms") on the terms
and conditions set forth in this Agreement or such other terms
and conditions as the parties may agree to in writing. Ask
Jeeves agrees to notify Customer in writing not less than sixty
(60) days prior to expiration of the Initial Term or any Renewal
Term of the termination date for that term (the "Expiration
Notice"). In the event that Ask Jeeves fails to provide Customer
the Expiration Notice, this Agreement will terminate upon the
expiration of the term to which it applies.

b. TERMINATION. Either party, as applicable, has the right, in
addition and without prejudice to any other rights or remedies,
to terminate this Agreement as follows:

(1) By either party for convenience upon thirty (30) days
written notice to the other party, given not more than
thirty (30) days prior to the expiration of the Initial
Term or not more than thirty (30) days prior to the
expiration of any quarter during a Renewal Term.

(2) By Ask Jeeves, upon thirty (30) days written notice, if
Customer fails to pay the amounts due to Ask Jeeves
pursuant to this Agreement;

(3) By either party for any material breach of this
Agreement, other than the failure to make payments under
Section 5, that is not cured within thirty (30) days of
receipt by the party in default of a written notice
specifying the breach and requiring its cure;

(4) By either party, immediately upon receiving written
notice, if (a) all or a substantial portion of the
assets of the other party are transferred to an assignee
for the benefit of creditors, or to a receiver or a
trustee in bankruptcy, (b) a proceeding is commenced by
or against the other party for relief under bankruptcy
or similar laws and such proceeding is not dismissed
within sixty (60) days, or (c) the other party is
adjudged bankrupt.

c. RIGHTS ON TERMINATION. On termination, (a) all licenses granted
to Customer under this Agreement cease and Customer agrees to
promptly cease all use and reproduction of the Licensed
Products; and (b) Customer will promptly return all copies the
Licensed Products to Ask Jeeves or destroy all copies in its
possession. Ask Jeeves has and reserves all rights and remedies
that it has by operation of law or otherwise to enjoin the
unlawful or unauthorized use of the Licensed Products as long as
Ask Jeeves can meet the legal requirements therefor. Customer

reserves the right to terminate Maintenance and Support Services
without terminating the right to continue use of the licenses
granted in the state at the time of termination.

d. SURVIVAL FOLLOWING TERMINATION. 3, 5, 7, 9, 10, 11, 12, 13, 14,
15, 16 and 18 will survive termination or expiration of this
Agreement. In addition, provisions of the Agreement which, by
their nature, are intended to survive its termination or
expiration, shall survive its termination or expiration.

10. INFRINGEMENT INDEMNITY BY ASK JEEVES. Ask Jeeves indemnifies, defends
and holds Customer harmless from and against any claims, actions or
demands alleging that all or any of the Licensed Products infringe any
patent, copyright, trademark, or other intellectual property right of a
third party. If use of any or all of the Licensed Products is
permanently enjoined for any reason, Ask Jeeves, at Ask Jeeves' option,
and in its sole discretion, may (a) modify the Licensed Products so as
to avoid infringement without the loss of functionality; (b) procure the
right for Customer to continue to use the Licensed Products; or (c)
terminate this Agreement and refund to Customer all fees paid. Ask
Jeeves shall have no obligation under this Section 10 for or with
respect to claims, actions or demands alleging infringement that arise
as a result of (a) the combination of noninfringing items supplied by
Ask Jeeves with any items not supplied by Ask Jeeves, unless prior
approved by Ask Jeeves, (b) modification of the Licensed Products by
Customer, unless prior approved by Ask Jeeves, or (c) continued
allegedly infringing activity by Customer after Customer has been
notified of possible infringement, unless approved in advance by Ask
Jeeves.

11. CUSTOMER DISCLAIMER AND INDEMNITY AS TO CONTENT. Ask Jeeves assumes no
responsibility for the content of the Customer Site, and Customer agrees
to indemnify, defend and hold Ask Jeeves harmless from and against any
claims, actions or demands alleging that Ask Jeeves has any liability to
any third party arising from the third party's use of the Customer Site.

12. WARRANTIES.

a. PRODUCT WARRANTY. Ask Jeeves warrants that (a) it holds the
necessary rights to provide the services set forth in this
Agreement; (b) the media containing the Licensed Products will
be free from defects for a period of thirty (30) days from the
date of delivery to Customer, provided that this warranty does
not cover defects due to Customer's misuse of the media; (c) Ask
Jeeves is free of any obligation that would prevent it from
entering into this Agreement, and (d) the Licensed Products will
perform substantially in accordance with Ask Jeeves published
documentation.

b. YEAR 2000 WARRANTY. Ask Jeeves warrants, at no additional cost
to Customer and until March 31, 2001, the following under this
Agreement:

(i) That the Licensed Products will accurately process,
calculate, compare and sequence date and time data from,
into and between the twentieth and twenty-first
centuries, including leap year calculations, when used
in accordance with Ask Jeeves supplied documentation. As
used herein, the term accurately shall mean in
accordance with industry standard conventions with
respect to the environment in which the Licensed
Products are operating;

(ii) That the Licensed Products will accurately handle dates
utilizing the International Standards Organization (ISO)
8601 standard formats, including YYYY-MM-DD; and

(iii) That any licensing keys contained in the Licensed
Products will not expire or cause the Licensed Products
to perform at less than full function due to the
Software not performing as set out herein.

Customer's sole and exclusive remedy for Ask Jeeves' breach of
this warranty shall be either repair or replacement of the
non-compliant Licensed Product(s). Ask Jeeves agrees to use all
reasonable commercial efforts to complete such repair or
replacement within sixty (60) days of receiving written notice
from Customer of the non-compliant Licensed Product(s). This
warranty shall not be construed to limit any rights or remedies
that Customer may otherwise have under this Agreement with
respect to defects other than Year 2000 performance.

13. DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 12, ABOVE, ARE IN LIEU
OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (a) ANY
WARRANTY THAT THE LICENSED PRODUCTS ARE ERROR-FREE OR COMPATIBLE WITH
ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS (b) ANY AND ALL WARRANTIES OF
MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE.

14. LIMITATION OF LIABILITY. EXCEPT AS TO ITS INDEMNITY OBLIGATIONS UNDER
SECTION 10, ABOVE, ASK JEEVES IS NOT LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF
PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE
GOODS INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN
CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF ASK JEEVES OR ANY OTHER
PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ASK JEEVES'
LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT UNDER ANY
CIRCUMSTANCES EXCEED THE GREATER OF THE AMOUNTS ACTUALLY PAID BY
CUSTOMER TO ASK JEEVES OR ONE MILLION DOLLARS

($1,000,000.00) (NET OF TRAVEL AND OUT OF POCKET COSTS) UNDER THIS
AGREEMENT.

15. EXPORT CONTROLS. Customer agrees to comply with and be responsible for
understanding any and all export regulations and rules now in effect or
that may be issued from time to time by the Office of Export
Administration of the United States Department of Commerce or any other
governmental authority that has jurisdiction relating to export laws.
Customer agrees to comply fully and strictly with the export controls
and laws of any country in which it does, or intends to do, business.
Ask Jeeves agrees to provide Customer with sufficient technical
information concerning the Licensed Products so that Customer may make
application for a U. S. export license and Ask Jeeves agrees to assign
any existing Ask Jeeves obtained export license for Customer's use in
exporting the Licensed Products.

16. CONFIDENTIALITY. All disclosures of proprietary and confidential
information in connection with this Agreement or the transaction
contemplated by this Agreement are governed by the terms of the
Corporate Non Disclosure Agreement previously executed by the parties, a
copy of which is attached as Exhibit F to this Agreement.

17. PUBLICITY.

a. PRESS RELEASES AND ANNOUNCEMENTS. Ask Jeeves and Customer agree
that upon the execution of this Agreement, Customer and Ask
Jeeves will issue a joint press release, with text mutually
agreed to by the parties. Thereafter, neither party shall use
the name(s), trademark(s), tradename(s) or logo(s), whether or
not registered, of the other party in publicity releases without
securing the prior written approval of the other party;
provided, however, that (i) Ask Jeeves may use Customer's name
in its customer list; and (ii) each party may use specific
information previously approved for public release by the other,
without further approval. Each party agrees not to disclose to
any third party the terms of this Agreement.

b. OTHER PUBLICITY. Beginning on the Release Date, Customer agrees
to (a) mention Ask Jeeves in directly related press releases;
(b) consider including mentions of Ask Jeeves in relevant
promotions and advertisements and, if requested to do so by Ask
Jeeves, not to unreasonably withhold consent; and (c)
prominently display the "Powered by Ask Jeeves" logo on the
question confirmation page, with a link from such logo to the
corporate systems information page on the Ask Jeeves website.

18. GENERAL PROVISIONS.

a. ASSIGNMENT. Neither party may assign, sublicense or transfer its
rights or delegate its obligation under this Agreement without
the other party's prior written consent, which will not be
unreasonably withheld. This Agreement is binding on the
successors and assigns of the parties to the Agreement.

b. WAIVER AND SEVERABILITY. The failure of either party to enforce
any provision of this Agreement shall not be deemed a waiver of
that provision or of the right of the party to thereafter
enforce that or any other provision. In case any provision of
this Agreement is held to be invalid, unenforceable or illegal,
the provision will be severed from this Agreement and such
invalidity, unenforceability or illegality will not affect any
other provision of the Agreement.

c. RELATIONSHIP OF THE PARTIES. Ask Jeeves' relationship to
Customer is that of an independent contractor. Nothing in this
Agreement shall be deemed to create an employer/employee,
principal/agent or joint venture relationship. Neither party
shall have the authority to enter into any contract on behalf of
the other party without that party's express written consent.

d. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of New York.

e. ENTIRE AGREEMENT. This Agreement, along with the exhibits
attached and referenced in this Agreement, constitutes the final
and complete understanding between the parties and replaces and
supercedes all previous oral or written agreements,
understandings or arrangements between the parties with respect
to the subject matter of this Agreement. This Agreement may not
be amended or modified except in a writing duly executed by both
parties.

f. EXHIBITS. The following exhibits are attached to the Agreement
and incorporated by reference:

Exhibit A Knowledgebase Creation Services
Exhibit B Knowledgebase Maintenance and Update Services
Exhibit C Required Software Environment
Exhibit D Compaq Standard Travel Guidelines
Exhibit E Technical Support Guidelines
Exhibit F Mutual Non-Disclosure Agreement

g. NOTICES. Except as otherwise provided in this Agreement, notices
required to be given pursuant to this Agreement shall be
effective when received and shall be sufficient if given in
writing and (a) hand-delivered, (b) sent by facsimile with
confirmation of receipt, (c) sent by First Class Mail, return
receipt requested and postage pre-paid, or (d) sent by overnight
courier service and addressed as follows:

To Ask Jeeves: Ask Jeeves, Inc.
918 Parker Street
Berkeley, CA 94710
Attn: General Counsel

10.

Telephone: (510) 649-8685
Fax: (510) 649-8633

To Customer: Compaq Computer Corporation
20555 S. H. 249
Houston, TX 77070
Attn: Legal Dept. 110701
And
Compaq Computer Corporation
20555 S. H. 249 MC060308
Houston, TX 77070
Attn: Cora Nell Worthy-Blumberg
Sr. Commodity Manager,
Corp. Software Procurement
Ph: 281-514-0961

IN WITNESS WHEREOF, ASK JEEVES, INC. and COMPAQ COMPUTER CORPORATION
have duly executed this Agreement as of the Effective Date.

ASK JEEVES, INC. COMPAQ COMPUTER CORPORATION

By: /s/ R. W. Wrubel By: /s/ Kenny Kurtzman
------------------------------ --------------------------------------
Robert W Wrubel, President
Printed/Typed Name: Kenny Kurtzman
---------------------
Title: President Title: V.P. and General Manager Compaq
----------------------------- ------------------------------------

11.

EXHIBIT A1

[*]

Style Guidelines

[*]

Customer Extranet

[*]

Knowledgebase Creation Schedule

It is expected that the Knowledgebase ("KB") creation and
implementation activities will be conducted according to the schedule
below. This schedule may be changed jointly by Ask Jeeves and
Customer. Ask Jeeves will post the most up-to-date version of the
schedule to the Customer Extranet.

[*]

12.

EXHIBIT A2

[*]

Style Guidelines

[*]

Customer Extranet

[*]

Knowledgebase Creation Schedule

[*]

13.

EXHIBIT A3

[*]

Style Guidelines

[*]

Customer Extranet

[*]

Knowledgebase Creation Schedule

It is expected that the Knowledgebase ("KB") creation and
implementation activities will be conducted according to the
schedule below. This schedule may be changed jointly by Ask Jeeves
and Customer. Ask Jeeves will post the most up-to-date version of
the schedule to the Customer Extranet.

[*]

14.

EXHIBIT B

Knowledgebase Maintenance and Update Services

[*]

15.

EXHIBIT C

Required Software Environment

The Ask Jeeves software requires the following software environment:

a. Windows NT Server 4.0 operating system, with Service Pack 4
installed

b. Microsoft Internet Information Server (IIS) 4.0

Ask Jeeves is compiled to run on Intel Pentium II CPUs, and has been deployed on
both single and dual processor systems. Minimum system requirements are:

c. 400MHz (or higher) Intel Pentium II processor (dual processors
recommended)

d. 512 MBRAM

e. 9 GB Hard Disk

f. Fast Ethernet Hardware (100 Mbps)

The Ask Jeeves software is comprised of several dynamic link library (DLL)
files, some HTML files, and several Active Server Page (ASP) files. The ASP
files are a mixture of HTML and Visual Basic Script (VBScript) language
routines. The DLLs encapsulate the Ask Jeeves linguistic and matching
algorithms, while the ASP files embody the user interface.

16.

EXHIBIT D

ASK JEEVES-COMPAQ
COMPAQ TRAVEL GUIDELINES FOR
CONTRACTORS AND CONSULTANTS
4/98 revision

This document describes guidelines to be used by Ask Jeeves (`Contractors and
Consultants") who are providing a service to Compaq when travel expenses are
reimbursable. Travel expenses require prior approval of Compaq Computer Company
("Compaq"). Approved expenses shall be detailed separately on invoicing.

COMPAQ TRAVEL SERVICES

Compaq Travel Services (CTS) has been established by Compaq to help reduce
overall travel costs. Contract rates with travel suppliers are maintained via
our on-site agency. CTS should be used by Contractors and Consultants whenever
possible, unless Contractor/Consultant rates are lower. All airline reservations
should be made via CTS using Compaq's preferred carriers. CTS is also available
to assist with car rentals and hotel reservations. Reservations may be made with
CTS during regular business hours (7:30 a.m. to 6:00 p.m. Central Time, Monday -
Friday) by calling 281-518-7770.

AIR TRAVEL

Compaq has agreement in place with various airlines for travel within the United
States and around the world.

Coach Class is the appropriate choice for a domestic travel. Business Class is
appropriate only for international travel, recognizing that Coach Class may be
necessary if Business is unavailable. CTS will provide the most economical means
of booking.

Consistent with reasonable planning, air travel should generally be booked at
the lowest available rate within the required time constraints. The use of
restricted fares (non-refundable tickets) can result in substantial savings and
is encouraged if travelers are certain of their schedules.

The cost of upgrading beyond the Guidelines stated above is not considered a
reimbursable expense.

LODGING

Compaq has select agreements in place with hotel properties throughout the
United States and around the world. A single room with private bath in a
business class hotel or motel should be requested.

It is recommended that Contractor or Consultant calls CTS for reservations in
order to secure Compaq rates. If not possible, request Compaq Contractor rates.

Should an extended stay be required at any location, long-term, apartment-style
lodging should be investigated.

17.

GROUND TRANSPORTATION, GASOLINE, PARKING AND TOLLS

Fuel expenses, parking and tolls are reimbursable. An original receipt is
required for reimbursement of expenses of $15.00 or more.

Compaq has a worldwide agreement in place for car rental requirements. Rental
cars are to be returned with a full tank of gasoline.

CTS can provide information pertaining to alternate ground transportation
requirements, such as taxis or limousines.

MEALS

Because the cost of meals varies widely according to location and environment,
there are no guidelines on dollars per meal or dollars per day. However,
Contractor/Consultant personnel are expected to exercise prudence. Original
receipts must be submitted with the Expense Statement for meals costing $15.00
or more.

TELEPHONE CALLS

While traveling, business calls specifically relevant to the scope of Compaq
business are reimbursable. For extended stay, one (1) personal call per day
domestically or three (3) personal calls per week for international travel is
considered reasonable and shall be reimbursable.

NON-REIMBURSABLE EXPENDITURES

The following miscellaneous items are expenses that will not be considered for
reimbursement:

- Travel expenses for spouse or companion

- Personal portion of trip when combined with Compaq business

- Non-Compaq business portion of trip when combined with Compaq business

- Personal grooming items

- Flight insurance

- Airline or rental club dues

- In-room hotel movies

- Personal (or other non-Compaq) mail or packages

- Items for personal use

- Over weight luggage fees

- Drugs (prescription or over-the-counter)

- Sundries such as candy, gum, tobacco

- Newspapers of magazines

- Haircuts, shoe shines

- Spa, gym or golf fees

- Entertainment (movies, theater tickets, sporting events)

- Gifts

- In-flight movies

18.

EXHIBIT E

Technical Support Guidelines

1. Definitions.

(a) Hours of Operation. Ask Jeeves will provide Customer with 7X24
support as set forth herein.

(b) Problem. Any error, bug, or malfunction that makes any feature
of the Ask Jeeves Service perform unpredictably or otherwise
become intermittently available, or that causes the Service to
have a material degradation in response time performance.

(c) Severe Problem. Any error, bug or malfunction that causes the
Ask Jeeves Service to become inaccessible to Customer and its
end-users, or that causes any feature of the Service to become
continuously unavailable.

(d) Enhancement Request. A request by Customer to incorporate a new
feature or enhance an existing feature of the Service (exclusive
of maintenance of the Knowledgebase.)

(e) Fix. A correction, fix, alteration or workaround that solves a
Problem or a Severe Problem.

2. Contact Points.

(a) Customer Technical Support Personnel. Customer will designate no
more than three Customer employees as qualified to contact Ask
Jeeves for technical support.

(b) Ask Jeeves Technical Support Personnel. Ask Jeeves will ensure
that its technical support personnel are adequately trained to
provide technical support to Customer. Ask Jeeves will provide
Customer with a web interface or an email address (the "Support
Address") as well as a pager number (the "Support Pager") for
contacting the Ask Jeeves Technical Support Personnel no later
than one week prior to the Launch Date. Ask Jeeves will provide
Customer with contact information for executive escalation no
later than one week prior to the Launch Date. Ask Jeeves may
change its designated Technical Support Personnel and the
executive escalation personnel at its discretion with reasonable
notice to Customer.

3. Support Procedures.

(a) All Problems reported by Customer Technical Support Personnel to
Ask Jeeves must be submitted via web site or email to the
Support Address.

19.

(b) If Customer believes it is reporting a severe problem, Customer
will accompany its web site or email request with a page to the
Support Pager.

(c) Upon receiving a report from Customer, Ask Jeeves will determine
whether the request is a Problem, a Severe Problem or an
Enhancement Request. Ask Jeeves will respond to the request and
use reasonable commercial efforts to provide a Fix as described
in the response table, below.

(d) Ask Jeeves will use commercially reasonable efforts to inform
Customer Technical Support Personnel of Fixes.

4. Support Levels.

(a) Customer will provide technical support to end users who email
or otherwise contact Customer directly with questions about the
Customer Site or the Service. Customer will use commercially
reasonable efforts to Fix any Problems without escalation to Ask
Jeeves.

(b) Ask Jeeves will provide the following technical support solely
to Customer Technical Support Personnel.

RECEIPT OF EMAIL TYPE OF EMAIL TARGET RESPONSE TARGET FIX TIME AND
REQUEST REQUEST TIME FROM EMAIL REPORTING
RECEIPT

During business hours or other Problem Within one business day Commercially reasonable best
times efforts with weekly status
reports to Customer
During the hours of 8:00 a.m. and Severe Problem Within four hours Commercially reasonable best
6:00 p.m. Pacific time efforts with daily status
reports to Customer
During other times Severe problem Within four hours Commercially reasonable best
efforts with daily status
reports to Customer
During business hours or other Enhancement Requests Within five business days At Ask Jeeves discretion
times

(c) In the event Ask Jeeves does not respond to Customer within the
target response time from email receipt set froth above, then
Customer may contact the following Ask Jeeves executive
escalation personnel in order:

Project Manager

20.

Lauren Guzak, [lauren@ask.com, 510/649-2184]

General Manager, Corporate Systems

Fadi Samaha, [*]

Chief Technical Officer

David Warthen, [*]

Chief Executive Officer

Robert Wrubel, [*]

21.

EXHIBIT F

Mutual Non-Disclosure Agreement

22.

MUTUAL NON-DISCLOSURE AGREEMENT

Effective Date: February 1, 1999

In order to protect certain Confidential Information, Compaq Computer
Corporation and its wholly owned subsidiaries ("COMPAQ"), and the "Participant"
identified below, agree that:

1. DISCLOSING PARTY: The party disclosing Confidential Information

("Discloser") is both parties
(Note: Fill in "COMPAQ", "Participant", or "both parties".)

2. REPRESENTATIVES: Each party's representative for coordinating disclosure or
receipt of Confidential Information is:

COMPAQ /s/Seth Romanow
----------------------------------------------------
Participant: /s/ Dan Miller
------------------------------------------------

3. DESCRIPTION OF CONFIDENTIAL INFORMATION: The Confidential Information
disclosed under this Agreement is described as:

COMPAQ Compaq.com and Compaq intranet information and related data not publicly
available. Compaq intranet/internet configuration, related software/equipment
support structure, network configuration and related data, pre-release Compaq
product information.

Participant Ask Jeeves technology, research and development and business plans
(Note: Be specific: for example, individually list materials provided, if
necessary. Please attach additional sheets referencing this Agreement and signed
by the parties.)

4. RESTRICTIONS: The party receiving Confidential Information ("Recipient")
shall maintain the Confidential Information in confidence and disclose the
Confidential Information only to its employees, subcontractors, and consultants
that have a need to know such Confidential Information in order to fulfill the
purpose described below provided that Recipient shall first have entered into a
confidentiality agreement with such employees, subcontractors, and consultants
that is substantially similar to this. Recipient shall make use of the
Confidential Information only for the following purpose (check one):

[ ] Evaluation in anticipation of a business relationship between the parties.

[ ] Developing a proposal for Discloser.

[ ] Modification of Recipient's product to enhance compatibility with
Discloser's product.

[X] Furthering the business relationship between the parties.

[ ] Other
---------------------------------------------------------------------

--------------------------------------------------------------------------------
(Requires approval from Compaq's legal dept. Be specific. If necessary, please
attach additional sheet referencing this Agreement and signed by the parties.)

5. CONFIDENTIALITY PERIOD: This Agreement and Recipient's duty to protect
Confidential Information expires three (3) years from the date of receipt of
Confidential Information.

6. DISCLOSURE PERIOD: This Agreement applies to Confidential Information
described in Paragraph 3 that is disclosed between the Effective Date and two
(2) years thereafter.

7. STANDARD OF CARE: Recipient shall protect the disclosed Confidential
Information by using the same degree of care as Recipient

COMPAQ COMPUTER CORPORATION
20555 SH 249, P.O. Box 692000
Houston, TX 77269-2000

By /s/H. Seth Romanow
-----------------------------------------------------
Printed Name H. Seth Romanow
-----------------------------------------
Title Director, Internet/Marketing
----------------------------------------------

uses to protect its own Confidential Information _________ less than a
reasonable degree of care to prevent the unauthorized use, disclosure,
dissemination, or publication of the Confidential Information.

8. MARKETING: Recipient's obligations shall only extend to Confidential
Information that is described in Paragraph 3, and that: (a) is marked as
confidential at the time of disclosure; or (b) is unmarked (e.g. orally
disclosed) but treated as confidential at the time of disclosure, and is
designated as confidential in a written memorandum sent to Recipient's
representative within thirty (30) days of disclosure, summarizing the
Confidential Information sufficiently for identification.

9. EXCLUSIONS: This Agreement imposes no obligation upon Recipient with respect
to Confidential Information that: (a) was rightfully in Recipient's possession
before receipt from Discloser; (b) is or becomes a matter of public knowledge
through no fault of Recipient; (c) is rightfully received by Recipient from a
third party without a duty of confidentiality; (d) is disclosed by Discloser to
a third party without a duty of confidentiality on the third party; (e) is
independently developed by Recipient; (f) must be disclosed under operation of
law or regulation; or (g) is disclosed by Recipient with Discloser's prior
written approval.

10. WARRANTY: Each Discloser warrants that it has the right to make the
disclosures under this Agreement. NO OTHER WARRANTIES, INCLUDING WARRANTIES
AGAINST INFRINGEMENT, ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT. ANY
INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED "AS IS".

11. RIGHTS: Neither party acquires any intellectual property rights under this
Agreement except the limited rights necessary to carry out the Purpose set forth
in Paragraph 4. This Agreement shall not restrict reassignment of Recipient's
employees.

12. EXPORT LAWS AND REGULATIONS: The parties agree to adhere to all applicable
U.S. Export Laws and Regulations and that absent any required prior
authorization from the Office of Export Licensing. U.S. Department of Commerce,
they will knowingly export or re-export (as defined in Part 779 of the Export
Administration Regulations), directly or indirectly, through their affiliates,
licensees, or subsidiaries, any of the Confidential Information (or any product,
process, or service resulting directly therefrom) to any country restricted by
U.S. law or governmental order.

13. ECONOMIC ESPIONAGE ACT: The Confidential Information disclosed under this
Agreement is subject to the provisions of the Economic Espionage Act of 1995.

14. MISCELLANEOUS:

14a. This Agreement imposes no obligation on either party to purchase, transfer
or otherwise dispose of any technology, services or products.

14b. This Agreement does not create any agency or partnership relationship. Each
party is responsible for its own expenses incurred as a result of any
discussions between the parties.

14c. This Agreement embodies the entire understanding between the parties
pertaining to the subject matter hereof. Any additions or modifications to this
Agreement must be made in writing and must be signed by both parties. Facsimile
signatures are deemed equivalent to original signatures for purposes of this
Agreement.

14d. This Agreement shall be construed according to the substantive laws of the
State of Texas, U.S.A.

PARTICIPANT

Name Ask Jeeves, Inc.
-----------------------------------------------------------------
(Name of Participant)

Address 918 Parker St.
-----------------------------------------------------------------

Berkeley, CA 94710
-----------------------------------------------------------------
(Address of Participant)

By /s/ Dan Miller
-----------------------------------------------------------------
(Signature of Authorized Participant)

Printed Name Dan Miller
-----------------------------------------------------------------

Title EVP
-----------------------------------------------------------------

23.

Was this helpful?

Easy to understand

Solved my problem

Other

Missing the information I need

Too complicated / too many steps

Out of date

Other