{"id":42004,"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-compaq.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"advertising-services-agreement-doubleclick-inc-and-compaq","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/advertising-services-agreement-doubleclick-inc-and-compaq.html","title":{"rendered":"Advertising Services Agreement &#8211; DoubleClick Inc. and Compaq Computer Corp."},"content":{"rendered":"<pre>\n                        ADVERTISING SERVICES AGREEMENT\n\n\nThis ADVERTISING SERVICES AGREEMENT (this \"Agreement\"), effective as of January\n1, 1999 (the \"Effective Date\"), by and between DoubleClick Inc., a Delaware\ncorporation (\"DoubleClick\") and Compaq Computer Corporation, a Delaware\ncorporation (together with its direct and indirect subsidiaries and affiliates,\n\"Compaq\").\n\nWHEREAS, DoubleClick and Compaq are parties to that certain Procurement and\nTrafficking Agreement, dated December 19, 1996, between DoubleClick and Digital\nEquipment Corporation (Compaq's predecessor-in-interest), as amended by\nAmendment No. 1, dated December 16, 1997 (collectively, the \"Existing\nAgreement\")\n\nWHEREAS, DoubleClick and Compaq desire to replace the Existing Agreement and\nDoubleClick has agreed to provide certain advertising services to Compaq for the\nAlta Vista Web site currently located at the URL www.altavista.com (together\nwith all Alta Vista content pages and any successor public Internet search and\nnavigation Web site or pages, the \"Web Site\"), subject to certain terms and\nconditions;\n\n(***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as \namended. \n\nWHEREAS, in furtherance of the objectives set forth above, the parties hereto\ndesire to enter into this Agreement.\n\nNOW, THEREFORE, in consideration of the foregoing and the mutual covenants and\nagreements contained herein, and for other good and valuable consideration, the\nreceipt and sufficiency of which is hereby acknowledged, DoubleClick and Compaq,\nintending to be legally bound, hereby agree as follows:\n\n                                    ARTICLE I\n                                   DEFINITIONS\n\n\n1.1 Definitions. As used in this Agreement, the following terms shall have the\nmeanings specified below:\n\n(a) \"Ad Sales Service\" shall mean the services provided by DoubleClick on behalf\nof Compaq in relation to the Web Site pursuant to Article III.\n\n(b) \"Advertiser\" shall mean a Person who provides Advertising, whether directly\nor through its advertising agency, to promote itself, its brands or the products\nor services that it offers.\n\n(c) \"Advertiser Contract\" shall mean any contract with an Advertiser.\n\n                                      1\n\n \n(d) \"Advertising\" or \"Advertisement\" shall mean material that (i) promotes a\nbrand or products or services and (ii) is provided to Compaq (whether directly\nor through\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 Person that,\ndirectly or indirectly, controls, is controlled by, or is under common control\nwith, such Person.\n\n(f) \"Agreement\" shall mean this Agreement and the schedules, exhibits and\naddenda attached hereto as the same may be amended,  supplemented or modified in\naccordance with the terms hereof.\n\n(g) \"Average Combined Pricing\" shall have the meaning set forth in Section 4.4\nof this Agreement.\n\n(h) \"Average DART Only Fee\" shall have the meaning set forth in Section 4.4 of\nthis Agreement.\n\n(i) \"Badge\" shall mean a graphical element in a fixed location on a Page\ndesigned 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 which\ncollection has not been made and, in accordance with criteria set by Compaq, is\ndeemed uncollectible. In no event shall a receivable that is less than One\nHundred and Twenty (120) days past due be deemed uncollectible.\n\n(k) \"Banner\" shall mean a graphical element in a fixed location on a Page\ndesigned 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 inventory on the Web\nSite for non-monetary consideration.\n\n(m) \"Beyond-the-Banner Arrangements\" shall mean any arrangement, as now existing\nor hereafter developed, for Advertising on a Page or Pages other than a Standard\nAd Unit. \"Beyond-the-Banner Arrangements\" include, but are not limited to, the\nfollowing: (i) ad units hereafter developed other than the Standard Ad Units\n(whether or not such newly-developed ad unit requires integration with the\ncontent on the Web Site); (ii) Pages on the Web Site that are customized so that\nthey include co-branding with, or sponsorship by, the Advertiser during the\ncourse of the arrangements; and (iii) Pages on the Web Site that feature content\ncreated or licensed from the Advertiser or another third party specifically for\nthe advertising campaign in question. Advertising campaigns may include both\nBeyond-the-Banner Arrangements and Standard Ad Units.\n\n                                      2\n\n \n(n) \"Button\" shall mean a graphical element in a fixed location on a Page\ndesigned 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 primarily\nengaged in the business of targeting, measuring and delivering Advertising on\nthe Internet via a network of web sites all linked to the company's computers.\n\n(p) \"Comparable Customer\" shall have the meaning set forth in Section 4.4 to\nthis Agreement.\n\n(q) \"Compaq\" shall have the meaning set forth in the preamble to this Agreement.\n\n(r) \"Compaq Indemnitee\" shall have the meaning set forth in Section 7.2 to this\nAgreement.\n\n(s) \"Confidential Information\" shall have the meaning set forth in Section 10.1\nto this Agreement.\n\n(t) \"Content Zone\" shall mean either (i) any section of the Web Site existing as\nof the date of this Agreement that contains editorial content, whether such\ncontent is developed by Compaq or licensed from a third party, provided that the\nStandard Ad Units in such section had been sold by DoubleClick prior to the\nEffective Date of this Agreement, or (ii) any currently existing section of the\nWeb Site that offers services to Users (e.g., translation and e-mail services)\nother than services that would be offered on a Home Page, Search Results Page or\nDirectory Page.\n\n(u) \"Content Zone Page\" shall mean any Page within a Content Zone. For purposes\nof this Agreement, any Page that has attributes of a Content Zone Page shall be\ndeemed a \"Content Zone Page\", even if it also has attributes of a Directory\nPage. However, any Page that has the attributes of a Content Zone Page and also\nof a Home Page and\/or Search Results Page shall be deemed to be a \"Home Page\" or\n\"Search Results Page\" only, and shall in no event be deemed a \"Content Zone\nPage.\"\n\n(v) \"DART Service\" shall mean a service provided by DoubleClick to Web site\npublishers for the targeted and measured delivery of Standard Ad Units through\nthe System from DoubleClick's servers to specified Web sites based on criteria\nselected by Advertisers.\n\n(w) \"Directory Page\" shall mean any Page that contains a comprehensive directory\nof Web sites, whether existing on the Web Site as of the date of this Agreement\nor developed in the future. Any Page that has the attributes of a Directory Page\nand of a Home Page, Search Results Page and\/or Content Zone Page shall be\ndefined in accordance with the definitions of \"Home Page\", \"Search Results Page\"\nand \"Content Zone Page\", and shall in no event be deemed a \"Directory Page.\"\n \n\n                                       3\n\n \n(x) \"DoubleClick\" shall have the meaning set forth in the recitals to this\nAgreement.\n\n\n(y) \"DoubleClick Competitor\" shall mean any Person that is primarily engaged in\nthe business of third party online advertising sales and services; provided,\nhowever, that a Person shall be deemed a \"DoubleClick Competitor\" if it owns a\ndivision, business unit or similar entity that is primarily engaged in the\nbusiness of third party online advertising sales and services.\n\n(z) \"DoubleClick Represented Pages\" shall mean any Pages for which DoubleClick\nmay sell Advertising pursuant to the terms of this Agreement.\n\n\n(aa) \"DoubleClick Indemnitee\" shall have the meaning set forth in Section 7.1 to\nthis Agreement.\n\n(bb) \"Effective Date\" shall have the meaning set forth in the preamble to this\nAgreement.\n\n(cc) \"Existing Agreement\" shall have the meaning set forth in the recitals to\nthis Agreement.\n\n(dd) \"Existing Orders\" shall have the meaning set forth in Section 3.8(e) to\nthis Agreement.\n\n(ee) \"Home Page\" shall mean the Page initially presented to the User when\naccessing 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 Section 3.8 to\nthis Agreement.\n\n\n(gg) \"Impression\" shall mean each occurrence of Advertising on a Page resulting\nfrom a User accessing or visiting such Page.\n\n(hh) \"Indemnitee\" shall have the meaning set forth in Section 7.3 to this\nAgreement.\n\n(ii) \"Indemnitor\" shall have the meaning set forth in Section 7.3 to this\nAgreement.\n\n(jj) \"International Ads\" shall have the meaning set forth in Section 3.2(b) to\nthis Agreement.\n\n(kk) \"Local Ads\" shall have the meaning set forth in Section 3.2(c) to this\nAgreement.\n\n                                       4\n\n \n(ll) \"National Ads\" shall have the meaning set forth in Section 3.2(a) to this\nAgreement.\n\n(mm) \"Net Payable\" shall have the meaning set forth in Section 4.6 of this\nAgreement\n\n(nn) \"Net Revenue\" shall mean (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n(oo) \"New Inventory\" shall have the meaning set forth in Section 3.5 to this\nAgreement.\n\n(pp) \"New Inventory Addendum\" shall mean the addendum, to be signed by both\nCompaq and DoubleClick, that will confirm the New Inventory that will be subject\nto 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 3.5 to this\nAgreement.\n\n(rr) \"Non-U.S. Advertiser\" shall mean an Advertiser for which the primary sales\ncontact with respect to a given Advertising campaign is based in Advertiser's\noffices outside of the United States; provided, however, that if an Advertiser\nis represented by an advertising agency, the primary sales contact shall be\ndeemed to be the agency's primary contact in the Advertiser's organization.\n\n(ss) \"Page\" shall mean a page on the Web Site that is linked to the DART\nService.\n\n(tt) \"Paid Advertising\" or \"Paid Advertisement\" shall mean (i) Advertising which\nis paid for by an Advertiser; (ii) Advertising that is provided to an Advertiser\nfree of charge as a component of a Paid Advertising campaign; and (iii)\nAdvertising provided as a make-good to an Advertiser so long as DoubleClick\nshall not receive credit more than once for such make-good.\n\n(uu) \"Permitted Designees\" shall mean any designee of Compaq provided that such\nPerson is not a DoubleClick Competitor.\n\n(vv) \"Person\" shall mean any individual, firm, corporation, partnership, trust,\nassociation, joint venture, company or other entity, or any government\nauthority.\n\n(ww) \"Sales Policies\" shall have the meaning set forth in Section 3.11 to this\nAgreement.\n\n(xx) \"Search Results Page\" shall mean the Page on any section of the Web Site on\nwhich the results of a keyword search powered by the AltaVista search engine\nappear. For the purposes of this Agreement, any Page that has the attributes of\na Search Results Page shall be deemed to be a \"Search Results Page\" only, even\nif it also has attributes of any of the following:\n\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 Sales\nService, and any other service provided by DoubleClick to Compaq under this\nAgreement.\n\n(zz) \"Standard Ad Unit\" shall mean a Banner, Badge, Button, Toolbox or Text\nLink.\n\n(aaa) \"Strategic Advertiser\" shall mean any Person that enters into a Strategic\nAdvertising Arrangement.\n\n(bbb) \"Strategic Advertising Arrangement\" shall have the meaning set forth in\nSection 3.3 to this Agreement.\n\n(ccc) \"System\" shall mean DoubleClick's proprietary DART software technology.\n\n\n(ddd) \"Term\" shall have the meaning set forth in Section 5.1 to this\nAgreement.\n\n\n(eee) \"Text Link\" shall mean a hypertext link in a fixed location on a Page\ndesigned for the delivery of Advertising that is, as of the Effective Date, a\n1x1 pixel tracking gif (file size up to 1K bytes; file size for text 500 bytes\nor less; no more than two lines of text, no more than 20 characters per line),\nand shall include all natural evolutions thereof. A current sample of a Text\nLink is attached hereto as Exhibit A.\n\n(fff) \"Toolbox\" shall mean a graphical element in a fixed location on a Page\ndesigned for the delivery of Advertising that is, as of the Effective Date,\n131x190 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 this\nAgreement.\n\n(hhh) \"Trademark Use Guidelines\" shall have the meaning set forth in Section 8.1\nto 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 primary sales\ncontact with respect to a given Advertising campaign is based in Advertiser's\noffices in the United States; provided, however, that if an Advertiser is\nrepresented by an advertising agency, the primary sales contact shall be deemed\nto be the agency's primary contact in the Advertiser's organization.\n \n\n                                       6\n\n \n(kkk) \"User\" shall mean any Person that accesses the Web Site.\n\n\n(lll) \"Web Site\" shall have the meaning set forth in the recitals to this\nAgreement.\n\n(mmm) \"Year 1\" shall mean the period from the Effective Date until December 31,\n1999.\n\n\n(nnn) \"Year 2\" shall mean the period from January 1, 2000 to December 31, 2000.\n\n\n(ooo) \"Year 3\" shall mean the period from January 1, 2001 through the\ntermination of this Agreement.\n\n(ppp) \"Year 2 Excluded Advertisers\" shall have the meaning set forth in Section\n3.7 to this Agreement.\n\n(qqq) \"Year 3 Excluded Advertisers\" shall have the meaning set forth in Section\n3.7 to this Agreement.\n\n                                   ARTICLE II\n                                  DART SERVICE\n\n\n\n(a) Subject to the terms and conditions of this Agreement, DoubleClick hereby\nagrees to provide the DART Service to Compaq for the Web Site during the Term.\nStandard Ad Units placed on the Web Site by Compaq or DoubleClick shall be\ndelivered exclusively by DoubleClick through the DART Service. Subject to the\nfees described in Article IV, DoubleClick agrees also to deliver through the\nDART Service those Beyond-the-Banner Arrangements as may be requested by Compaq.\nA description of the DART Service as of the date hereof is attached hereto as\nExhibit B.\n\n(b) DoubleClick grants to Compaq the non-exclusive and non-transferable (except\nas permitted pursuant to Section 11.8) right to access and use the DART Service,\nwhich Compaq can access and use on DoubleClick's Web servers by means of a\nunique password issued by DoubleClick, and for the purposes of: (i) performing\nprojections of Standard Ad Unit Impression inventories that might be available\nthrough the DART Service, (ii) uploading and storing Standard Ad Units for\ndelivery by DoubleClick through the DART Service, (iii) selecting trafficking\ncriteria for the delivery of Standard Ad Units to Users, and (iv) receiving\nreports of Standard Ad Units Impressions and other data related to the delivery\nof Standard Ad Units by the DART Service.\n\n2.2 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\n2.3 DoubleClick's DART Service Obligations. DoubleClick's sole obligations in\nrelation 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\n2.4 Proprietary Rights and Restrictions. DoubleClick is the exclusive supplier\nof the DART Service and the exclusive owner of all right, title and interest in\nand to the System, all software, databases and other aspects and technologies\nrelated to the System and DART Service, including the System, and any\nenhancements 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\n3.1 Compaq's Reservation of Rights. Other than the rights expressly granted to\nDoubleClick in this Article III, Compaq reserves to itself and its Permitted\nDesignees the sole and exclusive right to sell Advertising of any type and\nnature on the Web Site.\n\n3.2 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 Pages, Directory\nPages, and subject to Section 3.7(a), Content Zone Pages, offered to U.S.\nAdvertisers to target Users who are located in any of six or more U.S. states\nspecified by such U.S. Advertiser (\"National Ads\");\n\n(b) Standard Ad Units and Beyond-the-Banner Arrangements on any Page, offered to\nNon-U.S. Advertisers (the \"International Ads\"); and\n\n(c) Standard Ad Units on any DoubleClick Represented Page, offered to U.S.\nAdvertisers to target Users who are located in any of five or fewer U.S. states\nspecified by such U.S. Advertiser (\"Local Ads\").\n\n3.3 Exceptions. During the Term, DoubleClick's exclusive rights set forth above\nshall be subject to the following exceptions, provided that Compaq may only\nsolicit and enter into the arrangements described in this Section 3.3 through\nits own or its Permitted Designees efforts:\n\n(a) With respect to the International Ads, Compaq shall have the right to enter\ninto Beyond-the-Banner Arrangements with Non-U.S. Advertisers;\n\n(b) With respect to the National Ads, Compaq shall have the right to sell\nlistings on Yellow Page-type Directory Pages, to the extent that such Directory\nPages are not currently in existence as of the date hereof;\n\n(c) (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n(d) (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n(e) (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n                                       9\n\n \n3.4 No Other Rights. Other than as set forth in this Article III, DoubleClick\nshall not have the right to place Advertising on the Web Site.\n\n3.5 New Web Site Areas. The parties recognize that Compaq will regularly update\nthe design and content of the Web Site. Compaq shall keep DoubleClick informed\nof all planned changes to the Web Site. As early in the process as is feasible,\nCompaq shall also identify to DoubleClick the additional Standard Ad Units (\"New\nInventory\") in any newly-created area of the Web Site (\"New Web Site Area\").\nCompaq and DoubleClick shall cooperate in identifying those portions, if any, of\nthe New Inventory that DoubleClick would have the right to sell on behalf of\nCompaq and shall confirm any such arrangements by completing and signing a New\nInventory Addendum, based on the form of which that appears as Exhibit C\nattached hereto. The parties will also determine and specify in the New\nInventory 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\n3.6 Unsold Inventory. All unsold inventory of Standard Ad Units may be Bartered\nby Compaq, subject to the fees set forth in Article IV.\n\n3.7 Termination of Ad Sales Representation.\n\n(a) (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n(b) (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n                                      10\n\n \n(c) (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n3.8 Compaq's Ad Sales Service Obligations.\n\n(a) Compaq agrees to effect all necessary HTML programming with respect to the\nWeb Site and Pages in accordance with the HTML modifications (the \"HTML\nModifications\") designated by DoubleClick so as to enable DoubleClick to perform\nits obligations under this Agreement.\n\n(b) At all times during the Term, each Search Results Page and Directory Page\nshall include substantially the same number and type of Standard Ad Units as\nwere included on the corresponding or most closely analogous Search Results Page\nor Directory Page prior to the Effective Date of this Agreement, as illustrated\non Exhibit A.\n\n(c) Compaq agrees that DoubleClick has no responsibility to review the contents\nof Pages or the Web Site.\n\n(d) (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n                                      11 \n\n \n(e) Compaq acknowledges and agrees that all Standard Ad Units sold by\nDoubleClick under the Existing Agreement for delivery after the Effective Date\nshall be governed by the terms and conditions of this Agreement and Compaq shall\npay DoubleClick the DART Service fee, sales commission, billing and collections\nfees and other fees specified under Article IV of this Agreement for all such\nStandard Ad Units delivered after the Effective Date.\n\n3.9 Dedicated Sales Specialists. Until the end of Year 2, no fewer than four\nDoubleClick 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\n3.10 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 available to\nCompaq through DoubleClick's Web site (www.doubleclick.net), DoubleClick shall\nfurnish to Compaq on a monthly basis the following reports: (i) a list of the\nAdvertisers that have purchased Standard Ad Units through DoubleClick, together\nwith a summary of the nature of the order (type of Standard Ad Unit and\nImpressions) and revenue generated from such Advertiser; and (ii) a four-month\nand twelve-month forecast of the Standard Ad Units scheduled to run on the Web\nSite. During the Term, DoubleClick agrees also to provide Compaq with such other\nreports as Compaq may reasonably request; provided that DoubleClick shall not be\nrequired to provide reports that are, in DoubleClick's view, unduly burdensome\nto prepare. All reports and data provided by DoubleClick to Compaq are subject\nto the confidentiality obligations set forth herein, and access to such reports\nand data online is subject to DoubleClick's customary security procedures.\n\n(c) Excluded Advertisers. DoubleClick agrees (i) in Year 2, not to solicit any\nof the Year 2 Excluded Advertisers for the placement of Standard Ad Units on the\nWeb Site; and (ii) in Year 3, not to solicit any of the Year 3 Excluded\nAdvertisers for the placement of Standard Ad Units on the Web Site. DoubleClick\nshall have the right to solicit, in Year 3, those Year 2 Excluded Advertisers\nthat are not also Year 3 Excluded Advertisers.\n\n3.11 Rate Card. During the Term of this Agreement, Compaq, in consultation with\nDoubleClick, shall set the rate card for all Advertising sold by DoubleClick.\nThe current rate card as of the Effective Date is attached hereto as Exhibit D.\nIn addition, Compaq, in consultation with DoubleClick, shall set the minimum and\nmaximum term for Advertiser Contracts and such other Advertising sales policies\nand parameters for sales of Advertising on the Web Site as Compaq may notify\nDoubleClick in writing from time to time, which policies and parameters shall\ninclude credit and collections policies applicable to Advertisers (collectively,\nthe \"Sales Policies\"). Except as otherwise provided in this Agreement, the rate\ncard and Sales Policies for Advertising to be sold by DoubleClick on behalf of\nCompaq 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\n4.1 Payments. During the Term of this Agreement, Compaq shall pay to DoubleClick\n(i) a DART Services fee for all advertising delivered by DoubleClick to the Web\nSite, (ii) a sales commission based on the Net Revenues generated from all\nStandard Ad Units sold by DoubleClick on behalf of Compaq, for all sales,\ncustomer 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\n(a) Delivery of U.S. Ads. Compaq shall pay a DART fee for all Advertising that\nis delivered by DoubleClick during the Term to the Web Site. For all Advertising\ndelivered by servers located in the U.S., DoubleClick shall charge one of the\nfollowing, as applicable:\n\n(i)   (***)\n\n(ii)  (***)\n\n(iii) (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n(b) Tracking and Trafficking Fees. In addition to one of the payments required\nby Section 4.2(a) above, Compaq shall also pay the following fees to the extent\nthat the following Services from DoubleClick are utilized during the Term:\n\n(i)   (***)\n\n\n(ii)  (***)\n\n(c) Delivery of International Ads. Due to varying and higher bandwidth costs\noutside of the U.S., different DART fees shall be charged for Advertising\ndelivered during the Term by servers located outside of the U.S. The Year 1\ninternational DART fee for each country is set forth on Schedule 1 attached\nhereto. Compaq shall have the right to designate the country\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\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 meet,\ncommencing on December 1, 1999, to determine whether the DART fees specified in\nSection 4.2(a) to be in effect for Year 2 for the delivery of Advertising placed\nby Compaq should be adjusted. The parties would also meet, commencing on\nDecember 1, 2000, to determine whether the DART fees in effect in Year 3 should\nbe adjusted.\n\n4.3 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\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(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n4.4 (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n                                      14\n\n \n4.5 Training; Sales Engineer Services. DoubleClick shall provide one training\nsession on the DART Service at DoubleClick's offices in New York City at no\ncharge to Compaq. All additional training and other DoubleClick personnel days\nshall be charged for at DoubleClick's customary rates.\n\n4.6 (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n                                      15\n\n \n4.7 Opportunity Cost. All Advertising placed by Compaq shall normally be subject\nto existing Advertising placements made by DoubleClick. In the unusual event\nthat (i) DoubleClick is required by Compaq to cancel any Advertising campaign\nsold by DoubleClick on behalf of Compaq to avoid a conflict with an advertising\nagreement entered into by Compaq and (ii) no alternative Advertising programs\nacceptable to Advertiser are available through DoubleClick, Compaq shall remit\nto DoubleClick the sales commission to which DoubleClick would have been\nentitled had the campaign run its full course, by the dates such payments would\nhave been due hereunder assuming the cancelled Advertising had been paid when\ndue 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\n4.8 (***)\n\n(***) Denotes language for which AltaVista has requested confidential treatment\npursuant to the rules and regulations of the Securities Act of 1933, as amended.\n\n4.9 Compaq's Costs. Compaq shall be solely responsible for any costs or expenses\nit incurs in connection with the Services or performance of its obligations\nunder this Agreement including, without limitation, expenses associated with any\nHTML programming and linking Pages to the DART Service.\n\n4.10 DoubleClick's Costs. DoubleClick shall be solely responsible for any costs\nor expenses it incurs in connection with the provision of the Services or\nperformance of its\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\n5.1 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\n5.2 Notice of Non-Renewal. In the event either party decides not to renew this\nAgreement at the expiration of three (3) years from the Effective Date, or at\nthe expiration of any renewal period, the party that desires to terminate shall\nprovide the other with notice of such decision no earlier than the commencement\nof Year 3 and no later than (i) ninety (90) days prior to the expiration of Year\n3, for termination at the end of Year 3 and (ii) 180 days prior to the\nexpiration of any renewal term; provided, however, that if Compaq fails to give\nthe notice required by this Section, the Term and this Agreement shall continue\nuntil DoubleClick has received the applicable period of days advance written\nnotice of Compaq's decision not to renew.\n\n5.3 Termination for Breach. In the event of a material breach of a material\nprovision of this Agreement, the non-breaching party may give written notice of\nsuch breach to the breaching party and if the breaching party fails to cure such\nbreach within ninety (90) days of receipt of such notice, the non-breaching\nparty may terminate this Agreement once the cure period has expired.\n\n5.4 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 basis of\nverifiable data based on an analysis of a period of not less than 180 days, to\nno longer be one of the top three Centralized Internet Ad Delivery Companies\nmeasured on the basis of the aggregate number of Impressions served by each\nCentralized Internet Ad Delivery Companies in such period (the \"Top Three\")\n\n(b) DoubleClick ceases to operate or provide technical support for the DART\nService 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, reorganization\nor arrangement under any laws relating to insolvency;\n\n\n                                      17\n\n \n(e) Institution of any proceeding against DoubleClick seeking relief,\nreorganization or arrangement under any laws relating to insolvency that is not\ndismissed 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 of\nDoubleClick's property or assets, or upon liquidation, dissolution or winding up\nof the DoubleClick's business; or\n\n(h) In the event that a Person who owns, either directly or indirectly, a Web\nsite that is widely regarded by recognized Internet industry analysts as a\ndirect competitor of the Web Site acquires (i) through a merger or consolidation\npursuant to which the stockholders of DoubleClick immediately prior to such\nmerger or consolidation will not own, immediately after such merger or\nconsolidation, at least forty percent (40%) of the voting power of the surviving\nPerson's voting securities, whether or not such Person is DoubleClick, (ii)\nsecurities 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\n5.5 Effect of Termination.\n\n(a) Notwithstanding anything to the contrary contained herein, in the event this\nAgreement is terminated and DoubleClick, prior to said termination, has entered\ninto any Advertiser Contracts for the delivery of Standard Ad Units to the\nPages, the duration of which Advertiser Contracts extend beyond the date on\nwhich this Agreement has been terminated, and such Standard Ad Units continue to\nbe delivered after the termination of this Agreement, then DoubleClick shall be\nentitled to receive (i) sales commissions and billing and collections fees for\nsuch Standard Ad Units calculated on the basis of the applicable sales\ncommission and billing and collections fees that would have been due under\nSection 4.3 above as of the effective date of the Advertising Contract for the\ntype of Standard Ad Units in question and (ii) where the parties mutually agree\nthat DoubleClick should continue to deliver said Standard Ad Units on behalf of\nCompaq, the applicable DART Service fees specified in Section 4.2.\n\n(b) The following provisions of this Agreement and any causes of action arising\nin relation to this Agreement prior to termination, shall survive such\ntermination: 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\n6.1 Compaq's Representations and Warranties. Compaq represents and warrants at\nall times that Compaq (i) owns the Web Site, and (ii) has the right and full\npower and authority to enter into this Agreement, to grant the rights herein\ngranted and fully to perform its obligations hereunder. Compaq acknowledges that\nthe System can be used to target, measure and traffic advertisements in many\ndifferent ways and based on many difference types of data. Compaq represents and\nwarrants that it will not use the System or the DART Service 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\n6.2 DoubleClick's Representations and Warranties. DoubleClick represents and\nwarrants that (i) it owns the DART Service and the System, (ii) it 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, and (iii) the\nSystem was developed by DoubleClick without infringement or misappropriation of\nany 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\n7.1 Compaq's Indemnities. Compaq agrees to indemnify and hold DoubleClick and\nits Affiliates,  officers, directors,  employees and agents (each a \"DoubleClick\nIndemnitee\")  harmless  from and against any and all  claims,  actions,  losses,\ndamages,   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\n7.2 DoubleClick's Indemnities. DoubleClick agrees to indemnify and hold Compaq\nand its Affiliates, officers, directors, employees and agents (each a \"Compaq\nIndemnitee\") harmless from and against any and all claims, actions, losses,\ndamages, 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\n7.3 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\n8.1 Web Site Co-Marketing. Each party shall have the right to create promotional\nmaterials for the Web Site and Advertising on the Web Site, provided that each\nparty's use of the other party's trade name and trademarks is subject to (i) the\nother party's approval, which shall not be unreasonably withheld or delayed and\n(ii) compliance with the other party's standards and guidelines as to proper use\nof such party's trade name and trademarks (\"Trademark Use Guidelines\"). Each\nparty's Trademark Use Guidelines are attached hereto as Exhibits E-1 and E 2.\nAll use of the other party's trade name and trademarks is by way of license only\nand only for the limited purposes of creating and distributing the promotional\nmaterials during the Term. Each party shall comply with the requests of the\nother party in relation to correct usage of the other party's trademarks and\nshall promptly make any changes to the use being made of the other party's\ntrademarks and trade names if such change is requested by other party.\n\n8.2 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) solicit for\nemployment (whether directly or indirectly) any employee of DoubleClick or (ii)\nemploy any former employee of DoubleClick within sixty (60) days of such former\nemployee leaving DoubleClick; and\n\n(b) DoubleClick agrees not to (i) solicit for employment (whether directly or\nindirectly) any employee of Compaq or (ii) employ any former employee of Compaq\nwithin sixty (60) days of such former employee leaving the Compaq.\n\n                                   ARTICLE IX\n                    DISCLAIMERS AND LIMITATIONS ON LIABILITY\n\n(a) DOUBLECLICK DISCLAIMER. EXCEPT AS SET FORTH IN THIS AGREEMENT, DOUBLECLICK\nMAKES NO WARRANTIES OF ANY KIND TO ANY PERSON WITH RESPECT TO THE SERVICES, THE\nSYSTEM, ANY ADVERTISING OR ANY DATA SUPPLIED, WHETHER EXPRESS OR IMPLIED,\nINCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR\nPURPOSE OR NONINFRINGEMENT.\n\n(b) COMPAQ DISCLAIMER. EXCEPT AS SET FORTH TN THIS AGREEMENT, COMPAQ MAKES NO\nWARRANTIES 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 \n9.2 Limitation and Exclusion of Liability. Neither party shall be liable to the\nother party, any Advertisers or any other third party for any loss, cost, damage\nor expense incurred in connection with the unavailability or inoperability of\nthe System, the Services or the Internet, technical malfunction, computer error\nor loss or corruption of data, or other injury, damage or disruption of any kind\nrelated thereto. In no event shall either party be liable for any indirect,\nincidental, consequential, special or exemplary damages, including, but not\nlimited to, loss of profits, or loss of business opportunity, even if such\ndamages are foreseeable and whether or not the other party has been advised of\nthe possibility thereof. Except in relation to a claim against a party based on\nits breach of its representations and warranties in this Agreement as to\ninfringement and misappropriation of third party copyrights, patents, trademarks\nor trade secrets, each party's maximum aggregate liability shall not exceed the\ntotal amount paid by Compaq to DoubleClick under this Agreement or the Existing\nAgreement during the twelve (12) month period prior to the first date the\nliability arose. In all Advertiser Contracts the parties shall use reasonable\nefforts to include a provision that will state that the other party is a third\nparty beneficiary of any disclaimers and limitations or exclusions of liability\nthat such party has agreed to with the Advertiser in the Advertiser Contract.\n\n                                    ARTICLE X\n                                 CONFIDENTIALITY\n\n\n10.1 Confidentiality. The terms of this Agreement and information and data that\neither 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\n11.1 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\n11.2 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\n11.3 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\n11.4 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\n11.5 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\n11.6 Notices. All notices, demands and other communications provided for or\npermitted 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\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\nWith 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 :  PAGE&gt;\n \n             If to Compaq, to:\n\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\nWith 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\nor to such other address or attention of such other Person as such party shall\nadvise 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\n11.7 Entire Agreement. This Agreement, together with the schedules, exhibits and\naddenda hereto, is intended by the parties as a final expression of their\nagreement and intended to be a complete and exclusive statement of the agreement\nand understanding of the parties hereto in respect of the subject matter\ncontained 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\n11.8 Successors and Assigns; Third Party Beneficiaries. This Agreement shall\ninure to the benefit of and be binding upon the successors and permitted assigns\nof 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\n11.9 Amendment and Waiver. No failure or delay on the part of any party hereto\nin exercising any right, power or remedy hereunder shall operate as a waiver\nthereof, nor shall any single or partial exercise of any such right, power or\nremedy preclude any other or further exercise hereof or the exercise of any\nother right, power or remedy. The remedies provided herein are cumulative and\nare not exclusive of any remedies that may be available to the parties hereto at\nlaw, in equity or otherwise. Any amendment, supplement or modification of or to\nany provision of this Agreement, any waiver of any provision of this Agreement\nand any consent to any departure by the parties hereto from the terms of any\nprovision of this Agreement, shall be effective only if it is made or given in\nwriting and signed by each of the parties hereto.\n\n11.10 Counterparts. This Agreement may be executed in any number of counterparts\nand by the parties hereto in separate counterparts, each of which when so\nexecuted shall be deemed to be an original and all of which taken together shall\nconstitute one and the same agreement.\n\n11.11 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\n\nDated: January 18, 1999.                       Dated: January 18, 1999.\n \n\n                                      24\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-42004","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\/42004","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=42004"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42004"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42004"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42004"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}