{"id":42003,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/advertising-services-agreement-doubleclick-inc-and-compa2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"advertising-services-agreement-doubleclick-inc-and-compa2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/advertising-services-agreement-doubleclick-inc-and-compa2.html","title":{"rendered":"Advertising Services Agreement &#8211; DoubleClick Inc. and Compaq Computer Corp."},"content":{"rendered":"<pre>                         ADVERTISING SERVICES AGREEMENT\n\n            This ADVERTISING SERVICES AGREEMENT (this \"Agreement\"), effective as\nof January 1, 1999 (the \"Effective Date\"), by and between DoubleClick Inc., a\nDelaware corporation (\"DoubleClick\") and Compaq Computer Corporation, a Delaware\ncorporation (together with its direct and indirect subsidiaries and affiliates,\n\"Compaq\").\n\n            WHEREAS, DoubleClick and Compaq are parties to that certain\nProcurement and Trafficking Agreement, dated December 19, 1996, between\nDoubleClick and Digital Equipment Corporation (Compaq's\npredecessor-in-interest), as amended by Amendment No. 1, dated December 16, 1997\n(collectively, the \"Existing Agreement\")\n\n            WHEREAS, DoubleClick and Compaq desire to replace the Existing\nAgreement and DoubleClick has agreed to provide certain advertising services to\nCompaq for the Alta Vista Web site currently located at the URL\nwww.altavista.com (together with all Alta Vista content pages and any successor\npublic Internet search and navigation Web site or pages, the \"Web Site\"),\nsubject to certain terms and conditions;\n\n            (***)\n\n            WHEREAS, in furtherance of the objectives set forth above, the\nparties hereto desire to enter into this Agreement.\n\n            NOW, THEREFORE, in consideration of the foregoing and the mutual\ncovenants and agreements contained herein, and for other good and valuable\nconsideration, the receipt and sufficiency of which is hereby acknowledged,\nDoubleClick and Compaq, intending to be legally bound, hereby agree as follows:\n\n                                    ARTICLE I\n                                   DEFINITIONS\n\n      1.1 Definitions. As used in this Agreement, the following terms shall have\nthe meanings specified below:\n\n            (a) \"Ad Sales Service\" shall mean the services provided by\nDoubleClick on behalf of Compaq in relation to the Web Site pursuant to Article\nIII.\n\n            (b) \"Advertiser\" shall mean a Person who provides Advertising,\nwhether directly or through its advertising agency, to promote itself, its\nbrands or the products or services that it offers.\n\n            (c) \"Advertiser Contract\" shall mean any contract with an\nAdvertiser.\n\n            (d) \"Advertising\" or \"Advertisement\" shall mean material that (i)\npromotes a brand or products or services and (ii) is provided to Compaq (whether\ndirectly or through\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\nDoubleClick) for delivery to Users. \"Advertising\" or \"Advertisement\" shall be\nclassified either as a Standard Ad Unit or a Beyond-the-Banner Arrangement.\n\n            (e) \"Affiliate\" shall mean, with respect to any Person, any other\nPerson that, directly or indirectly, controls, is controlled by, or is under\ncommon control with, such Person.\n\n            (f) \"Agreement\" shall mean this Agreement and the schedules,\nexhibits and addenda attached hereto as the same may be amended, supplemented or\nmodified in accordance with the terms hereof.\n\n            (g) \"Average Combined Pricing\" shall have the meaning set forth in\nSection 4.4 of this Agreement.\n\n            (h) \"Average DART Only Fee\" shall have the meaning set forth in\nSection 4.4 of this Agreement.\n\n            (i) \"Badge\" shall mean a graphical element in a fixed location on a\nPage designed for the delivery of Advertising that is, as of the Effective Date,\n125x125 pixels (file size up to 5K bytes), 120x60 pixels (file size up to 2K or\n3K bytes), 100x40 pixels (file size up to 2K bytes), 234x60 pixels (file size up\nto 6K bytes), or any other size in use prior to the Effective Date on any Page\nthat is a DoubleClick Represented Page under this Agreement, and shall, in all\ncases, include all natural evolutions thereof. A current sample of a Badge is\nattached hereto as Exhibit A.\n\n            (j) \"Bad Debt\" shall mean receivables for billed Net Revenues in\nwhich collection has not been made and, in accordance with criteria set by\nCompaq, is deemed uncollectible. In no event shall a receivable that is less\nthan One Hundred and Twenty (120) days past due be deemed uncollectible.\n\n            (k) \"Banner\" shall mean a graphical element in a fixed location on a\nPage designed for the delivery of Advertising that is, as of the Effective Date,\n468x60 pixels (file size up to 12K bytes), and shall include all natural\nevolutions thereof. A current sample of a Banner is attached hereto as Exhibit\nA.\n\n            (l) \"Barter\" shall mean the exchange or trade of any unsold\ninventory on the Web Site for non-monetary consideration.\n\n            (m) \"Beyond-the-Banner Arrangements\" shall mean any arrangement, as\nnow existing or hereafter developed, for Advertising on a Page or Pages other\nthan a Standard Ad Unit. \"Beyond-the-Banner Arrangements\" include, but are not\nlimited to, the following: (i) ad units hereafter developed other than the\nStandard Ad Units (whether or not such newly-developed ad unit requires\nintegration with the content on the Web Site); (ii) Pages on the Web Site that\nare customized so that they include co-branding with, or sponsorship by, the\nAdvertiser during the course of the arrangements; and (iii) Pages on the Web\nSite that feature content created or licensed from the Advertiser or another\nthird party specifically for the advertising campaign in question. Advertising\ncampaigns may include both Beyond-the-Banner Arrangements and Standard Ad Units.\n\n\n                                       2\n\n\n            (n) \"Button\" shall mean a graphical element in a fixed location on a\nPage designed for the delivery of Advertising that is, as of the Effective Date,\n88x33 pixels (files size up to 2K bytes), and shall include all natural\nevolutions thereof. A current sample of a Button is attached hereto as Exhibit\nA.\n\n            (o) \"Centralized Internet Ad Company\" shall mean any company that is\nprimarily engaged in the business of targeting, measuring and delivering\nAdvertising on the Internet via a network of web sites all linked to the\ncompany's computers.\n\n            (p) \"Comparable Customer\" shall have the meaning set forth in\nSection 4.4 to this Agreement.\n\n            (q) \"Compaq\" shall have the meaning set forth in the preamble to\nthis Agreement.\n\n            (r) \"Compaq Indemnitee\" shall have the meaning set forth in Section\n7.2 to this Agreement.\n\n            (s) \"Confidential Information\" shall have the meaning set forth in\nSection 10.1 to this Agreement.\n\n            (t) \"Content Zone\" shall mean either (i) any section of the Web Site\nexisting as of the date of this Agreement that contains editorial content,\nwhether such content is developed by Compaq or licensed from a third party,\nprovided that the Standard Ad Units in such section had been sold by DoubleClick\nprior to the Effective Date of this Agreement, or (ii) any currently existing\nsection of the Web Site that offers services to Users (e.g., translation and\ne-mail services) other than services that would be offered on a Home Page,\nSearch Results Page or Directory Page.\n\n            (u) \"Content Zone Page\" shall mean any Page within a Content Zone.\nFor purposes of this Agreement, any Page that has attributes of a Content Zone\nPage shall be deemed a \"Content Zone Page\", even if it also has attributes of a\nDirectory Page. However, any Page that has the attributes of a Content Zone Page\nand also of a Home Page and\/or Search Results Page shall be deemed to be a \"Home\nPage\" or \"Search Results Page\" only, and shall in no event be deemed a \"Content\nZone Page.\"\n\n            (v) \"DART Service\" shall mean a service provided by DoubleClick to\nWeb site publishers for the targeted and measured delivery of Standard Ad Units\nthrough the System from DoubleClick's servers to specified Web sites based on\ncriteria selected by Advertisers.\n\n            (w) \"Directory Page\" shall mean any Page that contains a\ncomprehensive directory of Web sites, whether existing on the Web Site as of the\ndate of this Agreement or developed in the future. Any Page that has the\nattributes of a Directory Page and of a Home Page, Search Results Page and\/or\nContent Zone Page shall be defined in accordance with the definitions of \"Home\nPage\", \"Search Results Page\" and \"Content Zone Page\", and shall in no event be\ndeemed a \"Directory Page.\"\n\n\n                                       3\n\n\n            (x) \"DoubleClick\" shall have the meaning set forth in the recitals\nto this Agreement.\n\n            (y) \"DoubleClick Competitor\" shall mean any Person that is primarily\nengaged in the business of third party online advertising sales and services;\nprovided, however, that a Person shall be deemed a \"DoubleClick Competitor\" if\nit owns a division, business unit or similar entity that is primarily engaged in\nthe business of third party online advertising sales and services.\n\n            (z) \"DoubleClick Represented Pages\" shall mean any Pages for which\nDoubleClick may sell Advertising pursuant to the terms of this Agreement.\n\n            (aa) \"DoubleClick Indemnitee\" shall have the meaning set forth in\nSection 7.1 to this Agreement.\n\n            (bb) \"Effective Date\" shall have the meaning set forth in the\npreamble to this Agreement.\n\n            (cc) \"Existing Agreement\" shall have the meaning set forth in the\nrecitals to this Agreement.\n\n            (dd) \"Existing Orders\" shall have the meaning set forth in Section\n3.8(e) to this Agreement.\n\n            (ee) \"Home Page\" shall mean the Page initially presented to the User\nwhen accessing the primarily advertised Web Site URL. For the purposes of this\nAgreement, any Page that has the attributes of a Home Page shall be deemed to be\nthe \"Home Page,\" even if it also has attributes of any of the following: a\nSearch Results Page, Content Zone Page and\/or Directory Page.\n\n            (ff) \"HTML Modifications\" shall have the meaning set forth in\nSection 3.8 to this Agreement.\n\n            (gg) \"Impression\" shall mean each occurrence of Advertising on a\nPage resulting from a User accessing or visiting such Page.\n\n            (hh) \"Indemnitee\" shall have the meaning set forth in Section 7.3 to\nthis Agreement.\n\n            (ii) \"Indemnitor\" shall have the meaning set forth in Section 7.3 to\nthis Agreement.\n\n            (jj) \"International Ads\" shall have the meaning set forth in Section\n3.2(b) to this Agreement.\n\n            (kk) \"Local Ads\" shall have the meaning set forth in Section 3.2(c)\nto this Agreement.\n\n\n                                       4\n\n\n            (ll) \"National Ads\" shall have the meaning set forth in Section\n3.2(a) to this Agreement.\n\n            (mm) \"Net Payable\" shall have the meaning set forth in Section 4.6\nof this Agreement\n\n            (nn) \"Net Revenue\" shall mean (***)\n\n            (oo) \"New Inventory\" shall have the meaning set forth in Section 3.5\nto this Agreement.\n\n            (pp) \"New Inventory Addendum\" shall mean the addendum, to be signed\nby both Compaq and DoubleClick, that will confirm the New Inventory that will be\nsubject to this Agreement and the specific arrangements for such New Inventory.\n\n            (qq) \"New Web Site Area\" shall have the meaning set forth in Section\n3.5 to this Agreement.\n\n            (rr) \"Non-U.S. Advertiser\" shall mean an Advertiser for which the\nprimary sales contact with respect to a given Advertising campaign is based in\nAdvertiser's offices outside of the United States; provided, however, that if an\nAdvertiser is represented by an advertising agency, the primary sales contact\nshall be deemed to be the agency's primary contact in the Advertiser's\norganization.\n\n            (ss) \"Page\" shall mean a page on the Web Site that is linked to the\nDART Service.\n\n            (tt) \"Paid Advertising\" or \"Paid Advertisement\" shall mean (i)\nAdvertising which is paid for by an Advertiser; (ii) Advertising that is\nprovided to an Advertiser free of charge as a component of a Paid Advertising\ncampaign; and (iii) Advertising provided as a make-good to an Advertiser so long\nas DoubleClick shall not receive credit more than once for such make-good.\n\n            (uu) \"Permitted Designees\" shall mean any designee of Compaq\nprovided that such Person is not a DoubleClick Competitor.\n\n            (vv) \"Person\" shall mean any individual, firm, corporation,\npartnership, trust, association, joint venture, company or other entity, or any\ngovernment authority.\n\n            (ww) \"Sales Policies\" shall have the meaning set forth in Section\n3.11 to this Agreement.\n\n            (xx) \"Search Results Page\" shall mean the Page on any section of the\nWeb Site on which the results of a keyword search powered by the AltaVista\nsearch engine appear. For the purposes of this Agreement, any Page that has the\nattributes of a Search Results Page shall be deemed to be a \"Search Results\nPage\" only, even if it also has attributes of any of the following:\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                       5\n\n\nContent Zone Page or Directory Page. However, any Page that has the attributes\nof both a Search Results Page and Home Page shall be deemed a \"Home Page\" only,\nand shall in no event be deemed a Search Results Page.\n\n            (yy) \"Services\" shall mean, collectively, the DART Service, the Ad\nSales Service, and any other service provided by DoubleClick to Compaq under\nthis Agreement.\n\n            (zz) \"Standard Ad Unit\" shall mean a Banner, Badge, Button, Toolbox\nor Text Link.\n\n            (aaa) \"Strategic Advertiser\" shall mean any Person that enters into\na Strategic Advertising Arrangement.\n\n            (bbb) \"Strategic Advertising Arrangement\" shall have the meaning set\nforth in Section 3.3 to this Agreement.\n\n            (ccc) \"System\" shall mean DoubleClick's proprietary DART software\ntechnology.\n\n            (ddd) \"Term\" shall have the meaning set forth in Section 5.1 to this\nAgreement.\n\n            (eee) \"Text Link\" shall mean a hypertext link in a fixed location on\na Page designed for the delivery of Advertising that is, as of the Effective\nDate, a 1x1 pixel tracking gif (file size up to 1K bytes; file size for text 500\nbytes or less; no more than two lines of text, no more than 20 characters per\nline), and shall include all natural evolutions thereof. A current sample of a\nText Link is attached hereto as Exhibit A.\n\n            (fff) \"Toolbox\" shall mean a graphical element in a fixed location\non a Page designed for the delivery of Advertising that is, as of the Effective\nDate, 131x190 pixels (file size up to 8K bytes), and shall include all natural\nevolutions thereof. A current sample of a Toolbox is attached hereto as Exhibit\nE.\n\n            (ggg) \"Top Three\" shall have the meaning set forth in Section 5.4 to\nthis Agreement.\n\n            (hhh) \"Trademark Use Guidelines\" shall have the meaning set forth in\nSection 8.1 to this Agreement.\n\n            (iii) \"Unpaid Advertising\" or \"Unpaid Advertisement\" shall mean any\nAdvertisement that is not a Paid Advertisement. Examples of \"Unpaid Advertising\"\ninclude (i) Advertisements that promote Compaq, the Web Site, or their\nrespective products and services, and (ii) Advertisements Bartered by Compaq\npursuant to Section 3.6.\n\n            (jjj) \"U.S. Advertiser\" shall mean an Advertiser for which the\nprimary sales contact with respect to a given Advertising campaign is based in\nAdvertiser's offices in the United States; provided, however, that if an\nAdvertiser is represented by an advertising agency, the primary sales contact\nshall be deemed to be the agency's primary contact in the Advertiser's\norganization.\n\n\n                                       6\n\n\n            (kkk) \"User\" shall mean any Person that accesses the Web Site.\n\n            (lll) \"Web Site\" shall have the meaning set forth in the recitals to\nthis Agreement.\n\n            (mmm) \"Year 1\" shall mean the period from the Effective Date until\nDecember 31, 1999.\n\n            (nnn) \"Year 2\" shall mean the period from January 1, 2000 to\nDecember 31, 2000.\n\n            (ooo) \"Year 3\" shall mean the period from January 1, 2001 through\nthe termination of this Agreement.\n\n            (ppp) \"Year 2 Excluded Advertisers\" shall have the meaning set forth\nin Section 3.7 to this Agreement.\n\n            (qqq) \"Year 3 Excluded Advertisers\" shall have the meaning set forth\nin Section 3.7 to this Agreement.\n\n                                   ARTICLE II\n                                  DART SERVICE\n\n      2.1 DART Service.\n\n            (a) Subject to the terms and conditions of this Agreement,\nDoubleClick hereby agrees to provide the DART Service to Compaq for the Web Site\nduring the Term. Standard Ad Units placed on the Web Site by Compaq or\nDoubleClick shall be delivered exclusively by DoubleClick through the DART\nService. Subject to the fees described in Article IV, DoubleClick agrees also to\ndeliver through the DART Service those Beyond-the-Banner Arrangements as may be\nrequested by Compaq. A description of the DART Service as of the date hereof is\nattached hereto as Exhibit B.\n\n            (b) DoubleClick grants to Compaq the non-exclusive and\nnon-transferable (except as permitted pursuant to Section 11.8) right to access\nand use the DART Service, which Compaq can access and use on DoubleClick's Web\nservers by means of a unique password issued by DoubleClick, and for the\npurposes of: (i) performing projections of Standard Ad Unit Impression\ninventories that might be available through the DART Service, (ii) uploading and\nstoring Standard Ad Units for delivery by DoubleClick through the DART Service,\n(iii) selecting trafficking criteria for the delivery of Standard Ad Units to\nUsers, and (iv) receiving reports of Standard Ad Units Impressions and other\ndata related to the delivery of Standard Ad Units by the DART Service.\n\n      2.2 Compaq's DART Service Obligations. Compaq shall be responsible for\nsoliciting Advertising, except to the extent such soliciting is conducted by\nDoubleClick on behalf of Compaq pursuant to this Agreement. With respect to all\nAdvertising sold by Compaq that is delivered through the DART Service, Compaq\nshall be responsible for trafficking Advertising\n\n\n                                       7\n\n\n(which shall include the input of Advertising into the System) and handling all\ninquiries of any type or nature. Trafficking of Advertising may be outsourced to\nDoubleClick at Compaq's request and for additional fees (as set forth in Article\nIV below). With respect to all Advertising sold by Compaq that is delivered\nthrough the DART Service, Compaq shall obtain all necessary rights, licenses,\nconsents, waivers and permissions from Advertisers and others to allow\nDoubleClick to store and deliver Advertising and otherwise operate the DART\nService on Compaq's behalf and on behalf of Compaq's Advertisers, and to use any\ndata provided to or collected by the System, and Compaq agrees to comply with\nany further requirements of the ad insertion orders agreed with DoubleClick.\n\n      2.3 DoubleClick's DART Service Obligations. DoubleClick's sole obligations\nin relation to the DART Service under this Agreement shall be (i) to make the\nSystem available to Compaq, (ii) to deliver Advertising through the DART Service\naccording to the trafficking criteria selected by Compaq and Compaq's\nAdvertisers using the System and (iii) to provide training sessions explaining\nthe proper use of the DART Service and the System.\n\n      2.4 Proprietary Rights and Restrictions. DoubleClick is the exclusive\nsupplier of the DART Service and the exclusive owner of all right, title and\ninterest in and to the System, all software, databases and other aspects and\ntechnologies related to the System and DART Service, including the System, and\nany enhancements thereto. Compaq shall not use the System or any data thereby\nprovided except pursuant to the limited rights expressly granted in this\nAgreement. Compaq shall use the System only in accordance with reference manuals\nto be supplied by DoubleClick and only in accordance with DoubleClick's standard\nsecurity procedures, as posted on the DoubleClick Web site or otherwise provided\nto Compaq. Compaq has the sole and exclusive right to use all data derived by\nits use of the DART Service, for any purpose related to Compaq's business with\nAdvertisers, provided that DoubleClick may use and disclose the User data (other\nthan personally-identifiable information) derived from Compaq's use of the DART\nService pursuant to this Agreement only (i) for DoubleClick's reporting purposes\n(consisting of the compilation of aggregated statistics about the DART Service\n(e.g., the aggregate number of ads delivered) that may subsequently be provided\nto customers, potential customers and disclosed to the general public; (ii) if\nrequired by court order, law, or governmental agency (including but not limited\nto, the Securities and Exchange Commission); and (iii) to the extent necessary\nto integrate operation and management of the Services for the Web Site within\nthe operation and management of the DART Service by DoubleClick for all its\ncustomers and otherwise for the DoubleClick Network.\n\n                                   ARTICLE III\n                        ADVERTISING SALES REPRESENTATION\n\n      3.1 Compaq's Reservation of Rights. Other than the rights expressly\ngranted to DoubleClick in this Article III, Compaq reserves to itself and its\nPermitted Designees the sole and exclusive right to sell Advertising of any type\nand nature on the Web Site.\n\n      3.2 Scope of Ad Sales Representation. During the Term, subject to the\nlimitations stated herein, DoubleClick and its authorized representatives,\nlicensees and assigns shall be Compaq's sole and exclusive representative with\nrespect only to the following types of\n\n\n                                       8\n\n\nAdvertising for the following types of Advertisers, and shall have the exclusive\nright to enter into agreements for such Advertising on behalf of Compaq:\n\n            (a) Standard Ad Units located on the Home Page, Search Results\nPages, Directory Pages, and subject to Section 3.7(a), Content Zone Pages,\noffered to U.S. Advertisers to target Users who are located in any of six or\nmore U.S. states specified by such U.S. Advertiser (\"National Ads\");\n\n            (b) Standard Ad Units and Beyond-the-Banner Arrangements on any\nPage, offered to Non-U.S. Advertisers (the \"International Ads\"); and\n\n            (c) Standard Ad Units on any DoubleClick Represented Page, offered\nto U.S. Advertisers to target Users who are located in any of five or fewer U.S.\nstates specified by such U.S. Advertiser (\"Local Ads\").\n\n      3.3 Exceptions. During the Term, DoubleClick's exclusive rights set forth\nabove shall be subject to the following exceptions, provided that Compaq may\nonly solicit and enter into the arrangements described in this Section 3.3\nthrough its own or its Permitted Designees efforts:\n\n            (a) With respect to the International Ads, Compaq shall have the\nright to enter into Beyond-the-Banner Arrangements with Non-U.S. Advertisers;\n\n            (b) With respect to the National Ads, Compaq shall have the right to\nsell listings on Yellow Page-type Directory Pages, to the extent that such\nDirectory Pages are not currently in existence as of the date hereof;\n\n            (c) (***)\n\n            (d) (***)\n\n            (e) (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                       9\n\n\n      3.4 No Other Rights. Other than as set forth in this Article III,\nDoubleClick shall not have the right to place Advertising on the Web Site.\n\n      3.5 New Web Site Areas. The parties recognize that Compaq will regularly\nupdate the design and content of the Web Site. Compaq shall keep DoubleClick\ninformed of all planned changes to the Web Site. As early in the process as is\nfeasible, Compaq shall also identify to DoubleClick the additional Standard Ad\nUnits (\"New Inventory\") in any newly-created area of the Web Site (\"New Web Site\nArea\"). Compaq and DoubleClick shall cooperate in identifying those portions, if\nany, of the New Inventory that DoubleClick would have the right to sell on\nbehalf of Compaq and shall confirm any such arrangements by completing and\nsigning a New Inventory Addendum, based on the form of which that appears as\nExhibit C attached hereto. The parties will also determine and specify in the\nNew Inventory Addendum whether DoubleClick's right to act on behalf of Compaq in\nrespect of such portions of the New Inventory is exclusive, and the\ncircumstances under which Compaq could terminate DoubleClick's right to place\nsuch portions of the New Inventory on behalf of Compaq.\n\n      3.6 Unsold Inventory. All unsold inventory of Standard Ad Units may be\nBartered by Compaq, subject to the fees set forth in Article IV.\n\n      3.7 Termination of Ad Sales Representation.\n\n            (a) (***)\n\n            (b) (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                       10\n\n\n            (c) (***)\n\n      3.8 Compaq's Ad Sales Service Obligations.\n\n            (a) Compaq agrees to effect all necessary HTML programming with\nrespect to the Web Site and Pages in accordance with the HTML modifications (the\n\"HTML Modifications\") designated by DoubleClick so as to enable DoubleClick to\nperform its obligations under this Agreement.\n\n            (b) At all times during the Term, each Search Results Page and\nDirectory Page shall include substantially the same number and type of Standard\nAd Units as were included on the corresponding or most closely analogous Search\nResults Page or Directory Page prior to the Effective Date of this Agreement, as\nillustrated on Exhibit A.\n\n            (c) Compaq agrees that DoubleClick has no responsibility to review\nthe contents of Pages or the Web Site.\n\n            (d) (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                       11\n\n\n            (e) Compaq acknowledges and agrees that all Standard Ad Units sold\nby DoubleClick under the Existing Agreement for delivery after the Effective\nDate shall be governed by the terms and conditions of this Agreement and Compaq\nshall pay DoubleClick the DART Service fee, sales commission, billing and\ncollections fees and other fees specified under Article IV of this Agreement for\nall such Standard Ad Units delivered after the Effective Date.\n\n      3.9 Dedicated Sales Specialists. Until the end of Year 2, no fewer than\nfour DoubleClick sales specialists, reasonably acceptable to Compaq, shall be\ndesignated by DoubleClick as the Web Site's dedicated sales team. Promptly after\nthe Effective Date, DoubleClick shall use commercially reasonable efforts to\nstaff Web Site's dedicated sales team.\n\n      3.10 DoubleClick's Ad Sales Service Obligations.\n\n            (a) Use of Information. DoubleClick shall have the right to use for\nDoubleClick's own use or for use in connection with potential Advertisers on the\nAd Sales Service, information concerning Pages, Impressions and Users accessing\nPages obtained through the Service, provided DoubleClick does not reproduce any\nPages without Compaq's prior consent.\n\n            (b) Reporting. In addition to the daily DART Service reports made\navailable to Compaq through DoubleClick's Web site (www.doubleclick.net),\nDoubleClick shall furnish to Compaq on a monthly basis the following reports:\n(i) a list of the Advertisers that have purchased Standard Ad Units through\nDoubleClick, together with a summary of the nature of the order (type of\nStandard Ad Unit and Impressions) and revenue generated from such Advertiser;\nand (ii) a four-month and twelve-month forecast of the Standard Ad Units\nscheduled to run on the Web Site. During the Term, DoubleClick agrees also to\nprovide Compaq with such other reports as Compaq may reasonably request;\nprovided that DoubleClick shall not be required to provide reports that are, in\nDoubleClick's view, unduly burdensome to prepare. All reports and data provided\nby DoubleClick to Compaq are subject to the confidentiality obligations set\nforth herein, and access to such reports and data online is subject to\nDoubleClick's customary security procedures.\n\n            (c) Excluded Advertisers. DoubleClick agrees (i) in Year 2, not to\nsolicit any of the Year 2 Excluded Advertisers for the placement of Standard Ad\nUnits on the Web Site; and (ii) in Year 3, not to solicit any of the Year 3\nExcluded Advertisers for the placement of Standard Ad Units on the Web Site.\nDoubleClick shall have the right to solicit, in Year 3, those Year 2 Excluded\nAdvertisers that are not also Year 3 Excluded Advertisers.\n\n      3.11 Rate Card. During the Term of this Agreement, Compaq, in consultation\nwith DoubleClick, shall set the rate card for all Advertising sold by\nDoubleClick. The current rate card as of the Effective Date is attached hereto\nas Exhibit D. In addition, Compaq, in consultation with DoubleClick, shall set\nthe minimum and maximum term for Advertiser Contracts and such other Advertising\nsales policies and parameters for sales of Advertising on the Web Site as Compaq\nmay notify DoubleClick in writing from time to time, which policies and\nparameters shall include credit and collections policies applicable to\nAdvertisers (collectively, the \"Sales Policies\"). Except as otherwise provided\nin this Agreement, the rate card and Sales Policies for Advertising to be sold\nby DoubleClick on behalf of Compaq must be\n\n\n                                       12\n\n\nthe same as those applied by Compaq to its own Advertising sales for the Web\nSite. The parties acknowledge that the credit policies included in the Sales\nPolicies are not applicable to Advertising sales made by DoubleClick on Compaq's\nbehalf prior to the date this Agreement was fully executed by the parties.\n\n                                   ARTICLE IV\n                                  COMPENSATION\n\n      4.1 Payments. During the Term of this Agreement, Compaq shall pay to\nDoubleClick (i) a DART Services fee for all advertising delivered by DoubleClick\nto the Web Site, (ii) a sales commission based on the Net Revenues generated\nfrom all Standard Ad Units sold by DoubleClick on behalf of Compaq, for all\nsales, customer support and other services (other than billing and collections\nservices) that DoubleClick performs on behalf of Compaq and (iii) a billing and\ncollections fee for all billing and collections services performed by\nDoubleClick on behalf of Compaq in relation to Standard Ad Units sold by\nDoubleClick, based on the Net Revenues generated from such Standard Ad Units.\n\n      4.2 DART Services Fee.\n\n            (a) Delivery of U.S. Ads. Compaq shall pay a DART fee for all\nAdvertising that is delivered by DoubleClick during the Term to the Web Site.\nFor all Advertising delivered by servers located in the U.S., DoubleClick shall\ncharge one of the following, as applicable:\n\n                  (i)   (***)\n\n                  (ii)  (***)\n\n                  (iii) (***)\n\n            (b) Tracking and Trafficking Fees. In addition to one of the\npayments required by Section 4.2(a) above, Compaq shall also pay the following\nfees to the extent that the following Services from DoubleClick are utilized\nduring the Term:\n\n                  (i)   (***)\n\n                  (ii)  (***)\n\n            (c) Delivery of International Ads. Due to varying and higher\nbandwidth costs outside of the U.S., different DART fees shall be charged for\nAdvertising delivered during the Term by servers located outside of the U.S. The\nYear 1 international DART fee for each country is set forth on Schedule 1\nattached hereto. Compaq shall have the right to designate the country\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                       13\n\n\nfrom which International Ads are served. Thereafter, commencing on each December\n1 during the Term (other than on December 1, 2000), Compaq and DoubleClick shall\nmeet to determine the international DART fee for Year 2 or Year 3, as the case\nmay be.\n\n            (d) Pricing for Delivery of Ads Placed by Compaq. The parties shall\nmeet, commencing on December 1, 1999, to determine whether the DART fees\nspecified in Section 4.2(a) to be in effect for Year 2 for the delivery of\nAdvertising placed by Compaq should be adjusted. The parties would also meet,\ncommencing on December 1, 2000, to determine whether the DART fees in effect in\nYear 3 should be adjusted.\n\n      4.3 Ad Sales Commission and Billing\/Collections Fees. Compaq shall pay to\nDoubleClick (i) the sales commissions set forth below for all the Ad Sales\nService, support, and other services (other than billing and collections\nservices) that DoubleClick performs on behalf of Compaq and (ii) the billing and\ncollections fees set forth below for all billing and collections services\nperformed by DoubleClick in relation to Standard Ad Units sold by DoubleClick on\nbehalf of Compaq, in each case based on the Net Revenues generated from all\nStandard Ad Units sold by DoubleClick on behalf of Compaq:\n\n--------------------------------------------------------------------------------\n                     Billing and          Sales Commission to DoubleClick\n                     Collections   ---------------------------------------------\nPeriod During Term       Fee        National Ads   International Ads   Local Ads\n--------------------------------------------------------------------------------\n    Year 1              (***)\n--------------------------------------------------------------------------------\n    Year 2              (***)\n--------------------------------------------------------------------------------\n    Year 3              (***)\n--------------------------------------------------------------------------------\n\nAll sales commissions and billing and collections fees based on Net Revenue\nshall be determined using the above chart and based upon the date upon which the\nStandard Ad Units are sold. If a campaign continues from one calendar year into\nthe next, the rates applicable at the start of the campaign shall apply for the\nwhole campaign. For National Ads sold before any termination by Compaq of\nDoubleClick's rights under this Agreement, DoubleClick shall be entitled to\nreceive the sales commission and billing and collections fees for those National\nAds over the life of the campaign, even if the campaign continues to run after\nthe effective date of Compaq's termination of those rights.\n\n      4.4 (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                       14\n\n\n      4.5 Training; Sales Engineer Services. DoubleClick shall provide one\ntraining session on the DART Service at DoubleClick's offices in New York City\nat no charge to Compaq. All additional training and other DoubleClick personnel\ndays shall be charged for at DoubleClick's customary rates.\n\n      4.6 (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                       15\n\n\n      4.7 Opportunity Cost. All Advertising placed by Compaq shall normally be\nsubject to existing Advertising placements made by DoubleClick. In the unusual\nevent that (i) DoubleClick is required by Compaq to cancel any Advertising\ncampaign sold by DoubleClick on behalf of Compaq to avoid a conflict with an\nadvertising agreement entered into by Compaq and (ii) no alternative Advertising\nprograms acceptable to Advertiser are available through DoubleClick, Compaq\nshall remit to DoubleClick the sales commission to which DoubleClick would have\nbeen entitled had the campaign run its full course, by the dates such payments\nwould have been due hereunder assuming the cancelled Advertising had been paid\nwhen due and Compaq shall be solely responsible for any compensation due to the\nAdvertiser whose Advertising campaign has been cancelled. However, the foregoing\nprovision shall not apply to Advertising that Compaq has identified to\nDoubleClick in good faith in advance in a written notice as being unavailable,\nif DoubleClick nonetheless sells such Advertising after its receipt of such\nnotice; it being understood that in this instance only, DoubleClick shall be\nsolely responsible for any compensation due to the Advertiser whose Advertising\ncampaign has been cancelled.\n\n      4.8 (***)\n\n      4.9 Compaq's Costs. Compaq shall be solely responsible for any costs or\nexpenses it incurs in connection with the Services or performance of its\nobligations under this Agreement including, without limitation, expenses\nassociated with any HTML programming and linking Pages to the DART Service.\n\n      4.10 DoubleClick's Costs. DoubleClick shall be solely responsible for any\ncosts or expenses it incurs in connection with the provision of the Services or\nperformance of its\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                       16\n\n\nobligations under this Agreement including, without limitation, expenses\nassociated with any costs of operating and maintaining the DART Service.\n\n                                    ARTICLE V\n                               TERM &amp; TERMINATION\n\n      5.1 Term. This Agreement shall be for a term of three (3) years from the\nEffective Date, unless terminated earlier in accordance with the terms set forth\nbelow or until the end of the notice period required by Section 5.2 (the\n\"Term\"). The Term shall be automatically renewed for additional twelve (12)\nmonth periods unless there is a notice pursuant to Section 5.2 below.\n\n      5.2 Notice of Non-Renewal. In the event either party decides not to renew\nthis Agreement at the expiration of three (3) years from the Effective Date, or\nat the expiration of any renewal period, the party that desires to terminate\nshall provide the other with notice of such decision no earlier than the\ncommencement of Year 3 and no later than (i) ninety (90) days prior to the\nexpiration of Year 3, for termination at the end of Year 3 and (ii) 180 days\nprior to the expiration of any renewal term; provided, however, that if Compaq\nfails to give the notice required by this Section, the Term and this Agreement\nshall continue until DoubleClick has received the applicable period of days\nadvance written notice of Compaq's decision not to renew.\n\n      5.3 Termination for Breach. In the event of a material breach of a\nmaterial provision of this Agreement, the non-breaching party may give written\nnotice of such breach to the breaching party and if the breaching party fails to\ncure such breach within ninety (90) days of receipt of such notice, the\nnon-breaching party may terminate this Agreement once the cure period has\nexpired.\n\n      5.4 Termination for Certain Changes. In addition to its right to terminate\nspecified above, Compaq shall also have the right to terminate this Agreement if\nany of the following events occur:\n\n            (a) DoubleClick is found by reputable independent sources on the\nbasis of verifiable data based on an analysis of a period of not less than 180\ndays, to no longer be one of the top three Centralized Internet Ad Delivery\nCompanies measured on the basis of the aggregate number of Impressions served by\neach Centralized Internet Ad Delivery Companies in such period (the \"Top Three\")\n\n            (b) DoubleClick ceases to operate or provide technical support for\nthe DART Service for a period in excess of five (5) business days;\n\n            (c) DoubleClick is adjudged insolvent or bankrupt;\n\n            (d) Institution of any proceeding by DoubleClick seeking relief,\nreorganization or arrangement under any laws relating to insolvency;\n\n\n                                       17\n\n\n            (e) Institution of any proceeding against DoubleClick seeking\nrelief, reorganization or arrangement under any laws relating to insolvency that\nis not dismissed within sixty (60) days;\n\n            (f) The making of any assignment for the benefit of creditors;\n\n            (g) Upon the appointment of a receiver, liquidator or trustee of any\nof DoubleClick's property or assets, or upon liquidation, dissolution or winding\nup of the DoubleClick's business; or\n\n            (h) In the event that a Person who owns, either directly or\nindirectly, a Web site that is widely regarded by recognized Internet industry\nanalysts as a direct competitor of the Web Site acquires (i) through a merger or\nconsolidation pursuant to which the stockholders of DoubleClick immediately\nprior to such merger or consolidation will not own, immediately after such\nmerger or consolidation, at least forty percent (40%) of the voting power of the\nsurviving Person's voting securities, whether or not such Person is DoubleClick,\n(ii) securities representing a majority of DoubleClick's voting securities as a\nresult of a tender or exchange offer, open market purchase, privately negotiated\npurchases, share exchange, extraordinary dividend, acquisition, disposition or\nrecapitalization (or series of related transactions of such nature) (other than\na merger or consolidation), and (iii) all or substantially all of DoubleClick's\nassets.\n\n      5.5 Effect of Termination.\n\n            (a) Notwithstanding anything to the contrary contained herein, in\nthe event this Agreement is terminated and DoubleClick, prior to said\ntermination, has entered into any Advertiser Contracts for the delivery of\nStandard Ad Units to the Pages, the duration of which Advertiser Contracts\nextend beyond the date on which this Agreement has been terminated, and such\nStandard Ad Units continue to be delivered after the termination of this\nAgreement, then DoubleClick shall be entitled to receive (i) sales commissions\nand billing and collections fees for such Standard Ad Units calculated on the\nbasis of the applicable sales commission and billing and collections fees that\nwould have been due under Section 4.3 above as of the effective date of the\nAdvertising Contract for the type of Standard Ad Units in question and (ii)\nwhere the parties mutually agree that DoubleClick should continue to deliver\nsaid Standard Ad Units on behalf of Compaq, the applicable DART Service fees\nspecified in Section 4.2.\n\n            (b) The following provisions of this Agreement and any causes of\naction arising in relation to this Agreement prior to termination, shall survive\nsuch termination: Sections 7.1 through 7.3, 9.1, 9.2, and 10.1 and Article V.\n\n                                   ARTICLE VI\n                         REPRESENTATIONS AND WARRANTIES\n\n      6.1 Compaq's Representations and Warranties. Compaq represents and\nwarrants at all times that Compaq (i) owns the Web Site, and (ii) has the right\nand full power and authority to enter into this Agreement, to grant the rights\nherein granted and fully to perform its obligations hereunder. Compaq\nacknowledges that the System can be used to target, measure and traffic\nadvertisements in many different ways and based on many difference types of\ndata. Compaq represents and warrants that it will not use the System or the DART\nService in a way or\n\n\n                                       18\n\n\nfor any purpose that infringes or misappropriates any third party's copyrights,\npatents issued as of the Effective Date, trademarks or trade secrets.\n\n      6.2 DoubleClick's Representations and Warranties. DoubleClick represents\nand warrants that (i) it owns the DART Service and the System, (ii) it has the\nright and full power and authority to enter into this Agreement, to grant the\nrights herein granted and fully to perform its obligations hereunder, and (iii)\nthe System was developed by DoubleClick without infringement or misappropriation\nof any third party's copyrights, U.S. patents issued as of the Effective Date,\ntrademarks or trade secrets.\n\n                                   ARTICLE VII\n                                   INDEMNITIES\n\n      7.1 Compaq's Indemnities. Compaq agrees to indemnify and hold DoubleClick\nand its Affiliates, officers, directors, employees and agents (each a\n\"DoubleClick Indemnitee\") harmless from and against any and all claims, actions,\nlosses, damages, liability, costs and expenses (including, without limitation,\nreasonable attorneys' fees and disbursements incurred by a DoubleClick\nIndemnitee in any action between Compaq and the DoubleClick Indemnitee, or\nbetween the DoubleClick Indemnitee and any third party or otherwise) arising out\nof or in connection with any breach of any of Compaq's representations,\nwarranties or obligations set forth in this Agreement. DoubleClick shall\npromptly notify Compaq of all claims and proceedings related thereto of which\nDoubleClick becomes aware.\n\n      7.2 DoubleClick's Indemnities. DoubleClick agrees to indemnify and hold\nCompaq and its Affiliates, officers, directors, employees and agents (each a\n\"Compaq Indemnitee\") harmless from and against any and all claims, actions,\nlosses, damages, liability, costs and expenses (including, without limitation,\nreasonable attorneys' fees and disbursements incurred by a Compaq Indemnitee in\nany action between DoubleClick and the Compaq Indemnitee, or between the Compaq\nIndemnitee and any third party or otherwise) arising out of or in connection\nwith any breach of DoubleClick's representations, warranties or obligations set\nforth in this Agreement. Compaq shall promptly notify DoubleClick of all claims\nand proceedings related thereto of which Compaq becomes aware.\n\n      7.3 Procedure. The indemnitee (\"Indemnitee\") that intends to claim\nindemnification under this Agreement shall promptly notify the other party (the\n\"Indemnitor\") of any claim, demand, action or other proceeding for which the\nIndemnitee intends to claim such indemnification, and the Indemnitor shall have\nthe right to participate in, and, to the extent the Indemnitor so desires, to\nassume sole control of the defense thereof with counsel selected by the\nIndemnitor; provided, however, that the Indemnitee shall have the absolute right\nto retain its own counsel, with the fees and expenses to be paid by the\nIndemnitee. The indemnity obligations under this Agreement shall not apply to\namounts paid in settlement of any loss, claim, damage, liability or action if\nsuch settlement is effected without the consent of the Indemnitor, which consent\nshall not be unreasonably withheld or delayed. The failure to deliver notice to\nthe Indemnitor within a reasonable time after the commencement of any such\naction, if prejudicial to Indemnitor's ability to defend such action, shall\nrelieve the Indemnitor of any liability to the Indemnitee under this Article\nVII. The Indemnitee, its employees, agents, officers, directors and\n\n\n                                       19\n\n\npartners shall cooperate fully with the Indemnitor and its legal representatives\nin the investigation of any action, claim or liability covered by an\nindemnification from the Indemnitor.\n\n                                  ARTICLE VIII\n                              ANCILLARY OBLIGATIONS\n\n      8.1 Web Site Co-Marketing. Each party shall have the right to create\npromotional materials for the Web Site and Advertising on the Web Site, provided\nthat each party's use of the other party's trade name and trademarks is subject\nto (i) the other party's approval, which shall not be unreasonably withheld or\ndelayed and (ii) compliance with the other party's standards and guidelines as\nto proper use of such party's trade name and trademarks (\"Trademark Use\nGuidelines\"). Each party's Trademark Use Guidelines are attached hereto as\nExhibits E-1 and E 2. All use of the other party's trade name and trademarks is\nby way of license only and only for the limited purposes of creating and\ndistributing the promotional materials during the Term. Each party shall comply\nwith the requests of the other party in relation to correct usage of the other\nparty's trademarks and shall promptly make any changes to the use being made of\nthe other party's trademarks and trade names if such change is requested by\nother party.\n\n      8.2 Non-Solicitation. During the Term and for a one-year period following\nexpiration or termination of this Agreement:\n\n            (a) Compaq agrees for itself and for its Affiliates not to (i)\nsolicit for employment (whether directly or indirectly) any employee of\nDoubleClick or (ii) employ any former employee of DoubleClick within sixty (60)\ndays of such former employee leaving DoubleClick; and\n\n            (b) DoubleClick agrees not to (i) solicit for employment (whether\ndirectly or indirectly) any employee of Compaq or (ii) employ any former\nemployee of Compaq within sixty (60) days of such former employee leaving the\nCompaq.\n\n                                   ARTICLE IX\n                    DISCLAIMERS AND LIMITATIONS ON LIABILITY\n\n      9.1 WARRANTY DISCLAIMERS.\n\n            (a) DOUBLECLICK DISCLAIMER. EXCEPT AS SET FORTH IN THIS AGREEMENT,\nDOUBLECLICK MAKES NO WARRANTIES OF ANY KIND TO ANY PERSON WITH RESPECT TO THE\nSERVICES, THE SYSTEM, ANY ADVERTISING OR ANY DATA SUPPLIED, WHETHER EXPRESS OR\nIMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A\nPARTICULAR PURPOSE OR NONINFRINGEMENT.\n\n            (b) COMPAQ DISCLAIMER. EXCEPT AS SET FORTH TN THIS AGREEMENT, COMPAQ\nMAKES NO WARRANTIES OF ANY KIND TO ANY PERSON WITH RESPECT TO THE WEB SITE, ANY\nADVERTISING OR ANY DATA SUPPLIED, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY\nIMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR\nNONINFRINGEMENT.\n\n\n                                       20\n\n\n      9.2 Limitation and Exclusion of Liability. Neither party shall be liable\nto the other party, any Advertisers or any other third party for any loss, cost,\ndamage or expense incurred in connection with the unavailability or\ninoperability of the System, the Services or the Internet, technical\nmalfunction, computer error or loss or corruption of data, or other injury,\ndamage or disruption of any kind related thereto. In no event shall either party\nbe liable for any indirect, incidental, consequential, special or exemplary\ndamages, including, but not limited to, loss of profits, or loss of business\nopportunity, even if such damages are foreseeable and whether or not the other\nparty has been advised of the possibility thereof. Except in relation to a claim\nagainst a party based on its breach of its representations and warranties in\nthis Agreement as to infringement and misappropriation of third party\ncopyrights, patents, trademarks or trade secrets, each party's maximum aggregate\nliability shall not exceed the total amount paid by Compaq to DoubleClick under\nthis Agreement or the Existing Agreement during the twelve (12) month period\nprior to the first date the liability arose. In all Advertiser Contracts the\nparties shall use reasonable efforts to include a provision that will state that\nthe other party is a third party beneficiary of any disclaimers and limitations\nor exclusions of liability that such party has agreed to with the Advertiser in\nthe Advertiser Contract.\n\n                                    ARTICLE X\n                                 CONFIDENTIALITY\n\n      10.1 Confidentiality. The terms of this Agreement and information and data\nthat either party has received or will receive from the other party about the\nServices, the System and other matters relating to the respective businesses of\nthe parties is proprietary and confidential information of the disclosing party\n(\"Confidential Information\"), including without limitation any information that\nis marked as \"confidential\" or should be reasonably understood to be\nconfidential or proprietary to the disclosing party and any reference manuals\ncompiled or provided hereunder. Each party agrees that for the Term and for two\n(2) years thereafter, it will not disclose to any third party nor use for any\npurpose not permitted under this Agreement any Confidential Information\ndisclosed to it by the other party. The nondisclosure obligations set forth in\nthis Section shall not apply to information that the receiving party can\ndocument is generally available to the public (other than through breach of this\nAgreement by the receiving party) or was already lawfully in the receiving\nparty's possession at the time of receipt of the information from the disclosing\nparty.\n\n                                   ARTICLE XI\n                               GENERAL PROVISIONS\n\n      11.1 Independent Contractor Status. Each party shall be and act as an\nindependent contractor and not as partner, joint venturer or agent of the other.\n\n      11.2 Governing Law. This Agreement shall be governed by, and construed in\naccordance with the laws of the State of New York, without regard to the\nprinciples of conflicts or choice of law of any jurisdiction.\n\n      11.3 Dispute Resolution. The parties shall attempt to settle any claim or\ncontroversy arising out of this Agreement through consultation and negotiation\nin good faith and spirit of mutual cooperation. In the event that any dispute\narises between the parties in connection with\n\n\n                                       21\n\n\nany subject matter of this Agreement, the dispute will be referred to a\nsenior-level manager of each party involved in the day-to-day performance of\nthis Agreement, who shall promptly meet and endeavor to resolve the dispute in a\ntimely manner. In the event such individuals are unable to resolve such dispute\nwithin ten (10) days from the commencement of the dispute, the matter shall be\nreferred to the Chief Executive Officer (\"CEO\") of each party, who shall\npromptly meet and endeavor to resolve the dispute. In the event that the\nrespective CEOs of the parties are unable to resolve such dispute within ten\n(10) days, the dispute shall be deemed an unresolved dispute and either party\nmay commence litigation in a court having proper jurisdiction to resolve such\ndispute.\n\n      11.4 Severability. Any provision of this Agreement which is prohibited or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective\nonly to the minimum extent necessary without invalidating the remaining\nprovisions of this Agreement or affecting the validity or enforceability of such\nprovisions in any other jurisdiction.\n\n      11.5 Force Majeure. No failure or omission by the parties hereto in the\nperformance of any obligation of this Agreement shall be deemed a breach of this\nAgreement nor create any liability if the same shall arise from any cause or\ncauses beyond the control of the parties, including but not limited to the\nfollowing which, for the purposes of this Agreement, shall be regarded as beyond\nthe control of the party in question: acts of God, acts or omissions of any\ngovernment or any rules, regulations or orders of any governmental authority or\nany officer, department, agency or instrument thereof; fire, storm, flood,\nearthquake, accident, acts of the public enemy, war, rebellion, Internet brown\nout, insurrection, riot, invasion, strikes, or lockouts.\n\n      11.6 Notices. All notices, demands and other communications provided for\nor permitted hereunder shall be made in writing and shall be by registered or\ncertified first-class mail, return receipt requested, telecopier, courier\nservice or personal delivery:\n\n             If to DoubleClick, to:\n\n             DoubleClick Inc.\n             41 Madison Avenue\n             New York, NY 10010\n             Attention: Chief Executive Officer\n             Telecopier No.: (212) 889-0029\n\n             With a copy to:\n\n             DoubleClick Inc.\n             41 Madison Avenue\n             New York, NY 10010\n             Attention: General Counsel\n             Telecopier No.: (212) 497-4397\n\n\n                                       22\n\n\n             If to Compaq, to:\n\n             Compaq Computer Corporation\n             P0 Box 692000\n             MS 130705\n             Houston, TX 77269-2000\n             Attention: General Manager of Alta Vista\n             Telecopier No.: (281) 514-2962\n\n             With a copy to:\n\n             Compaq Computer Corporation\n             P0 Box 692000\n             MS 110701\n             Houston, TX 77269-2000\n             Attention: Law Department\n             Telecopier No.: (281) 514-8332\n\n             or to such other address or attention of such other Person as such\n             party shall advise the other party in writing.\n\nAll such notices and communications shall be deemed to have been duly given when\ndelivered by hand, if personally delivered; when delivered by courier, if\ndelivered by commercial courier service; five (5) business days after being\ndeposited in the mail, postage prepared, if mailed; and when receipt is\nmechanically acknowledged, if telecopied.\n\n      11.7 Entire Agreement. This Agreement, together with the schedules,\nexhibits and addenda hereto, is intended by the parties as a final expression of\ntheir agreement and intended to be a complete and exclusive statement of the\nagreement and understanding of the parties hereto in respect of the subject\nmatter contained herein. There are no restrictions, promises, warranties or\nundertakings, other than those set forth herein. This Agreement, together with\nthe schedules, exhibits and addenda hereto, supercedes and terminates all prior\nagreements and understandings between the parties with respect to such subject\nmatter, including, but not limited to the Existing Agreement.\n\n      11.8 Successors and Assigns; Third Party Beneficiaries. This Agreement\nshall inure to the benefit of and be binding upon the successors and permitted\nassigns of the parties hereto. This Agreement and the rights hereunder are not\ntransferable without the prior written consent of the non-assigning party;\nprovided, however, that DoubleClick may assign this Agreement and its rights and\nobligations hereunder to (a) a purchaser of substantially all of DoubleClick's\nstock or business by sale, merger or otherwise and (b) an Affiliate of\nDoubleClick; and provided, further, however, that Compaq may assign this\nAgreement and its rights and obligations hereunder to (a) a Person who acquires\nthe Web Site or the Web Site's assets or business, by sale, merger or otherwise\nor (b) an Affiliate of Compaq. Compaq further covenants that it shall not in any\ncircumstance transfer the Web Site or its business involving the Web Site to any\nAffiliate or third party, without also assigning to such Affiliate or third\nparty (if approved by DoubleClick) Compaq's rights and obligations under this\nAgreement. Except as provided in Article VII, no\n\n\n                                       23\n\n\nPerson other than the parties hereto and their successors and permitted assigns\nis intended to be a beneficiary of this Agreement. No assignment to any\npermitted assign shall be effective until such permitted assign agrees in\nwriting to be bound by and comply with the terms of this Agreement.\n\n      11.9 Amendment and Waiver. No failure or delay on the part of any party\nhereto in exercising any right, power or remedy hereunder shall operate as a\nwaiver thereof, nor shall any single or partial exercise of any such right,\npower or remedy preclude any other or further exercise hereof or the exercise of\nany other right, power or remedy. The remedies provided herein are cumulative\nand are not exclusive of any remedies that may be available to the parties\nhereto at law, in equity or otherwise. Any amendment, supplement or modification\nof or to any provision of this Agreement, any waiver of any provision of this\nAgreement and any consent to any departure by the parties hereto from the terms\nof any provision of this Agreement, shall be effective only if it is made or\ngiven in writing and signed by each of the parties hereto.\n\n      11.10 Counterparts. This Agreement may be executed in any number of\ncounterparts and by the parties hereto in separate counterparts, each of which\nwhen so executed shall be deemed to be an original and all of which taken\ntogether shall constitute one and the same agreement.\n\n      11.11 Publicity. None of the parties hereto shall issue a press release or\npublic announcement or otherwise make any disclosure concerning this Agreement\nor the terms hereof, without prior approval by the other party hereto (which\napproval shall not be unreasonably withheld); provided, however, that nothing in\nthis Agreement shall restrict any party from disclosing information (a) that is\nalready publicly available, except as a result of a breach of this provision by\nthe disclosing party, (b) that is required to be disclosed by law, provided that\nif such disclosing party is required to file a copy of this Agreement with a\ngovernmental authority, such party shall seek confidential treatment to the\nextent reasonably available and (c) to its attorney's accountant, consultants\nand other advisers. Prior to issuing any press release, public announcement or\ndisclosure, the disclosing party will deliver a draft of such press release,\npublic announcement or disclosure to the other party and shall give such party a\nreasonable opportunity to comment thereon.\n\nDOUBLECLICK INC.                               COMPAQ COMPUTER CORPORATION\n\n\nSignature: \/s\/ Kevin O'Connor                  Signature: \/s\/ Rod Schrock\n           ---------------------------                    ----------------------\n           Kevin O'Connor                      Printed Name: Rod Schrock\n           Chief Executive Officer                           -------------------\n                                               Title: Senior Vice President\n                                                      --------------------------\n\nDated: January 18, 1999.                       Dated: January 18, 1999.\n\n\n                                       24\n\n\nExhibits\n--------\n\nA            Examples of Badges, Banners, Buttons, Text Links and Toolboxes\n\nB            Description of the DART Service\n\nC            Form of New Inventory Addendum\n\nD            Rate Card\n\nE-l          Compaq Trademark Use Guidelines\n\nE-2          DoubleClick Trademark Use Guidelines\n\nSchedule\n--------\n\n1            Advertising Order\n\n\n                                    EXHIBIT A\n\n         EXAMPLES OF BADGES, BANNERS, BUTTONS, TEXT LINKS AND TOOLBOXES\n\n\nHome Page Standard Ad Units\n\n[GRAPHIC]\n\nSearch Results Page Standard Ad Units\n\n[GRAPHIC]\n\n\n                                                                               1\n\n\nDirectory Page Standard Ad Units\n(AV Category)\n\n                                   [GRAPHIC]\n\n\n                             AD UNIT SPECIFICATIONS\n\n\n                                                                    \n-------------------------------------------   Ad Type:     Standard Banner\nVisit IBM. Business Center                    Demensions:  468 x 60          Standard Banner\nEnter to win an IBM ThinkPad.(R) click here   File Size:   12K max           Appears on every AV Category page. May be targeted with\n-------------------------------------------   Animation:   3 loops max       keywords, or served as run of site inventory.\n------------------------------------------------------------------------------------------------------------------------------------\n\n------------                                  Ad Type:     Badge             Badge\nDATEK [LOGO]                                  Demensions:  120 X 60          Appears directly to the right of the directories. On\n ONLINE                                       File Size:   3K max            the results pages it migrates to the left margin. This\n------------                                  Animation:   3 loops max       is a fixed Badge associated with a specific Category\n                                                                             and is served on the page whenever a user enters that \n                                                                             Category or associated Sub-Categories. A maximum of \n                                                                             three will appear on the page.\n------------------------------------------------------------------------------------------------------------------------------------\n\nGetSmart\"\n----------------------                        Ad Type:     Toolbox           Toolbox\nLoan Center                                   Demensions:  131 x 190         Available on a Category exclusive basis that takes the\nHome Loops                                    File Size:   8K max            place of the three Badges. Advertisers can use the \nRefinance Your Home                           Animation:   None              Toolbox to \"lock-out\" competitors in a Category.\nComsolidate Your Debt                         Image Maps:  Available\nBusiness Financing\n----------------------\n------------------------------------------------------------------------------------------------------------------------------------\n\n\n\n                                                                               2\n\n\nExample of a Button\n\n[GRAPHIC]\n\n\n                                                                               3\n\n\n                                    EXHIBIT B\n\n                         DESCRIPTION OF THE DART SERVICE\n\n\n                                              DART\n                                       DoubleClick\n                               www.doubleclick.net\n\n                   Advertising Management Product Capabilities\n\n--------------------------------------------------------------------------------\n\nFeature                                                 DoubleClick Dart\n--------------------------------------------------------------------------------\nTargeting Capabilities\n--------------------------------------------------------------------------------\nSearch keywords\/phrases                                       Yes\n--------------------------------------------------------------------------------\nDomain type (.com, .edu, etc.)                                Yes\n--------------------------------------------------------------------------------\nSIC Code                                                      Yes\n--------------------------------------------------------------------------------\nNumber of employees                                           Yes\n--------------------------------------------------------------------------------\nCompany revenue                                               Yes\n--------------------------------------------------------------------------------\nEditorial Keywords                                            Yes\n--------------------------------------------------------------------------------\nGeography (country, state, area code, zip code)\n                                                              Yes\n--------------------------------------------------------------------------------\nTime of day relative to server                                Yes\n--------------------------------------------------------------------------------\nTime of day relative to user                                  Yes\n--------------------------------------------------------------------------------\nBrowser type                                                  Yes\n--------------------------------------------------------------------------------\nOperating system                                              Yes\n--------------------------------------------------------------------------------\nInternet Service Provider (ISP)                        Yes (int'l included)\n--------------------------------------------------------------------------------\nOn-line Service Provider (OSP)                         Yes (int'l included)\n--------------------------------------------------------------------------------\nAffinity targeting                                            Yes\n--------------------------------------------------------------------------------\nTarget by site                                                Yes\n--------------------------------------------------------------------------------\nTarget by page                                                Yes\n--------------------------------------------------------------------------------\nEditorial targeting (page content)                            Yes\n--------------------------------------------------------------------------------\nPsychographic targeting                                       Yes\n--------------------------------------------------------------------------------\nDemographic (registration) targeting                          Yes\n--------------------------------------------------------------------------------\nAdditional Ad Placement Criteria\n--------------------------------------------------------------------------------\nFrequency of exposure control                                 Yes\n--------------------------------------------------------------------------------\nSingle user, series exposure ( :  15 banners)                    Yes\n--------------------------------------------------------------------------------\nAutomatic CPM biasing                                         Yes\n--------------------------------------------------------------------------------\nControl speed of campaign delivery                            Yes\n--------------------------------------------------------------------------------\nCost per click                                                Yes\n--------------------------------------------------------------------------------\nReporting\n--------------------------------------------------------------------------------\nOn-line advertiser reports                     Most detailed report in industry,\n                                                        updated daily\n--------------------------------------------------------------------------------\nOn-line advertising summary                        Updated every 15 minutes\n--------------------------------------------------------------------------------\nOn-line site reports                                    Updated daily\n--------------------------------------------------------------------------------\nOn-line management reports                                    Yes\n--------------------------------------------------------------------------------\nAd alarms (notification of possible problems)                 Yes\n--------------------------------------------------------------------------------\nReports accessible from Web                                   Yes\n--------------------------------------------------------------------------------\nCustomizable via Web interface                                Yes\n--------------------------------------------------------------------------------\nInventory Management\n--------------------------------------------------------------------------------\nInventory forecasting, including keywords                     Yes\n--------------------------------------------------------------------------------\nWhere inventory is unavailable, displays                      Yes\ncontending ads\n--------------------------------------------------------------------------------\n\n\n--------------------------------------------------------------------------------\n\nFeature                                                 DoubleClick Dart\n--------------------------------------------------------------------------------\nOn-line order entry\/changes                                   Yes\n--------------------------------------------------------------------------------\nSegmentation of inventory so that only                        Yes\ndesignated affiliate sites\/employees may view\nand sell\n--------------------------------------------------------------------------------\nAlternatives for unsold space                       Direct, house ads, paid ads\n--------------------------------------------------------------------------------\nAdditional Features\n--------------------------------------------------------------------------------\nCustomizable UI to facilitate user-defined                    Yes\ncontent categories\n--------------------------------------------------------------------------------\nAccess to raw data files by FTP                               Yes\n--------------------------------------------------------------------------------\nSupport for secure servers                                    Yes\n--------------------------------------------------------------------------------\nDelivery of all enhanced creative                             Yes\n--------------------------------------------------------------------------------\nSales force management                                        Yes\n--------------------------------------------------------------------------------\nAssign different levels of access to different                Yes\nusers\n--------------------------------------------------------------------------------\nAudit log of all changes to placements                        Yes\n--------------------------------------------------------------------------------\nOnline insertion orders                                       Yes\n--------------------------------------------------------------------------------\nAutomated email alerts                                        Yes\n--------------------------------------------------------------------------------\nAutomatic detection\/stripping of fraudulent                   Yes\nactivity\n--------------------------------------------------------------------------------\nAdditional Features: International\n--------------------------------------------------------------------------------\nSupports multiple languages                            Japanese, Spanish\n--------------------------------------------------------------------------------\nSupports multiple currencies                                  Yes\n--------------------------------------------------------------------------------\nAutomated cross-currency bill settlement                      Yes\n--------------------------------------------------------------------------------\nEnhanced international domain targeting                       Yes\n--------------------------------------------------------------------------------\nValue Added Products\n--------------------------------------------------------------------------------\nCreative testing                                       Test It! (included)\n--------------------------------------------------------------------------------\nLead\/sale conversion report                           Spotlight (included)\n--------------------------------------------------------------------------------\nBiasing of banners to best-performing pages              Click Boosters\n--------------------------------------------------------------------------------\nAccounts for revenue splits on co-branded                  Syndicate\npages\n--------------------------------------------------------------------------------\nService\n--------------------------------------------------------------------------------\nSoftware and equipment                              DoubleClick service center\n--------------------------------------------------------------------------------\nProblem resolution                                       24 hour service\n--------------------------------------------------------------------------------\nRedundancy                                                    Yes\n--------------------------------------------------------------------------------\nScaleable                                                     Yes\n--------------------------------------------------------------------------------\nAudit                                                       Included\n--------------------------------------------------------------------------------\nVolume                                                      Unlimited\n--------------------------------------------------------------------------------\nAccounting\n--------------------------------------------------------------------------------\nGeneration of flat files compatible with standard             Yes\naccounting software\n--------------------------------------------------------------------------------\nReferences\n--------------------------------------------------------------------------------\n# of clients (network + DART)                                 100+\n--------------------------------------------------------------------------------\n# of sites served                                            1,000+\n--------------------------------------------------------------------------------\n\n\n                                    EXHIBIT C\n\n                          FORM OF NEW INVENTOR ADDENDUM\n\nFor purposes of the Advertising Services Agreement between DoubleClick Inc. and\nCompaq Computer Corporation, dated January ___, 1999 (the \"Advertising Services\nAgreement\"), DoubleClick Inc. shall provide Services to the New Web Site Area\ndescribed below. \"Services,\" \"New Web Site Area,\" and all other capitalized\nterms used but not defined in this Addendum, shall have the meaning ascribed to\nthem in the Advertising Services Agreement.\n\nThis New Inventory Addendum shall become effective as of_________ ___, 199__\n\nDescription of New Web Site Area\n\nExclusivity\n\nRights to Terminate\n\nDOUBLECLICK INC.                         COMPAQ COMPUTER CORPORATION\n\n\nSignature:                               Signature:\n          -----------------------------            -----------------------------\nPrinted Name:                            Printed Name:\n             --------------------------               --------------------------\nTitle:                                   Title:\n      ---------------------------------        ---------------------------------\nDate:                                    Date:\n     ----------------------------------       ----------------------------------\n\n\n                                    EXHIBIT D\n\n                                    RATE CARD\n\n                                    [TABLE]\n\n                                     (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                   EXHIBIT E-1\n\n                         COMPAQ TRADEMARK USE GUIDELINES\n\n                                    [GRAPHIC]\n\n                                     (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                   EXHIBIT E-2\n\n                      DOUBLECLICK TRADEMARK USE GUIDELINES\n\n                                    [GRAPHIC]\n\n                                     (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                   SCHEDULE I\n\n                                ADVERTISING ORDER\n\nPursuant to the terms of this Agreement, DoubleClick shall deliver\nadvertisements in the following instances and in the following order of\npriority:\n\n      (a) Paid Advertisement, sold on a cost-per-thousand basis, delivered to\nusers which match the criteria selected by an Advertiser from information\ncurrently available to DoubleClick concerning Users;\n\n      (b) Paid Advertisement, sold on a cost-per-action basis, delivered if no\nmatch occurs or a Paid Advertisement under (a) above is unavailable; and\n\n      (c) Unpaid Advertisement, delivered if no match occurs or a Paid\nAdvertisement is unavailable. Unpaid Advertisements shall include unsold\ninventory bartered by Compaq.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7162,7345],"corporate_contracts_industries":[9503,9508],"corporate_contracts_types":[9613,9619],"class_list":["post-42003","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-compaq-computer-corp","corporate_contracts_companies-doubleclick-inc","corporate_contracts_industries-services__advertising","corporate_contracts_industries-technology__hardware","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42003","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42003"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42003"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42003"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42003"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}