{"id":42368,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/interactive-marketing-agreement-priceline-com-inc-and-first.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"interactive-marketing-agreement-priceline-com-inc-and-first","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/interactive-marketing-agreement-priceline-com-inc-and-first.html","title":{"rendered":"Interactive Marketing Agreement &#8211; Priceline.com Inc. and First USA Bank NA"},"content":{"rendered":"<pre>           CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN\n              PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS\n                    HAVE BEEN FILED SEPARATELY WITH THE\n                    SECURITIES AND EXCHANGE COMMISSION.\n\n                                                            EXECUTION COPY\n\n\n\n                      INTERACTIVE MARKETING AGREEMENT\n\n      This INTERACTIVE MARKETING AGREEMENT (this \"Agreement\"), made this\n31st day of March, 1999, by and between PRICELINE.COM INCORPORATED, a\nDelaware corporation having its principal office at Five High Ridge Park,\nStamford, Connecticut 06905 (the \"Company\"), and FIRST USA BANK, N.A., a\nnational banking association having its principal office at Three Christina\nCentre, 201 North Walnut Street, Wilmington, Delaware 19801 (\"FUSA\",\ntogether with the Company, the \"Parties\" and each individually a \"Party\").\n\n                                  RECITALS\n\n        WHEREAS, FUSA desires to make its consumer credit card products and\nrelated services (hereinafter referred to as \"Credit Card(s)\") available to\nthe on-line visitors, telephone callers and customers of the Company (the\n\"Company Customers\") through the Internet and\/or Websites currently or\nhereafter owned, maintained, managed or controlled by or on behalf of the\nCompany (the \"Company Site(s)\") and through the Company's inbound and\noutbound telephone services (the \"Company Phone Services\" and, together\nwith the Company Site(s), the \"Company Services\"); and\n\n      WHEREAS, the Company has agreed to actively market and offer Credit\nCard(s) and other credit related products to and among Company Customers,\nsubject to the terms and conditions hereinafter contained.\n\n      NOW, THEREFORE, in consideration of the mutual covenants and\nagreements of the Parties herein contained and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby\nacknowledged, the Parties hereby agree as follows:\n\n                                 ARTICLE I\n                                DEFINITIONS\n\n      Section 1.1 Defined Terms. Unless the context requires otherwise, the\ncapitalized terms set forth herein shall have the meanings set forth on\nSchedule A hereto.\n\n      Section 1.2 Interpretation. Definitions in this Agreement shall apply\nequally to the singular and plural forms of the defined terms. The words\n\"include\" and \"including\" shall be deemed to be followed by the phrase\n\"without limitation\" where such phrase does not otherwise appear. The words\n\"herein\", \"hereof\", \"hereinafter\" and words of similar import refer to this\nAgreement as a whole and not to any particular Articles or Sections of this\nAgreement. Except as otherwise specifically indicated, all references in\nthis Agreement to Articles and Sections refer to Articles and Sections of\nthis Agreement, and all references to Exhibits or Schedules refer to\nExhibits or Schedules attached hereto, and all such Exhibits and Schedules\nare incorporated herein by reference.\n\n                                 ARTICLE II\n                            CO-MARKETING PROGRAM\n\n      For the Initial Term and any Renewal Term of this Agreement, and in\naccordance with the terms and conditions of this Agreement, the Company\nshall implement and support a program (the \"Program\") to market FUSA Credit\nCards to Company Customers, and FUSA shall make available certain\npromotional, informational and application materials required by the\nCompany to implement and support the Program and shall review applications\nfrom, and issue FUSA Credit Cards to, Company Customers qualifying for such\nCredit Cards.\n\n                                ARTICLE III\n                       COMPANY RIGHTS AND OBLIGATIONS\n\n      Section 3.1 Company Direct Promotions. In furtherance of the Program,\nthe Company shall, subject to FUSA's standard policies and to reasonable\nrestrictions set forth by FUSA, solicit applications, directly and\nindirectly, for FUSA Credit Cards from Company Customers (\"Company Direct\nPromotions\"). The Company shall submit any marketing materials developed by\nthe Company for Company Direct Promotions in writing to FUSA, and FUSA\nshall promptly review and approve such materials as FUSA deems acceptable\nin FUSA's sole discretion for marketing to Company Customers, prior to\ntheir use by the Company; provided, however, that any Credit Card\napplications used in connection with the Program must be supplied to the\nCompany by FUSA, and FUSA shall use commercially reasonable efforts to\nprovide the Company with a Credit Card application form that is\nfunctionally efficient for customer use. The Company shall be authorized to\nsolicit Account applications from Company Customers whether or not such\ncustomers hold FUSA accounts, and FUSA shall make its Account approval\ndecisions with respect to such Account applications consistent with FUSA's\nnormal credit approval standards and safe and sound banking practices,\nsubject to normal multi-account limits imposed by FUSA with regard to\ncustomers who already hold FUSA accounts. Unless otherwise agreed to by\nFUSA in FUSA's sole discretion, all expenses incurred by the Company in\nconnection with Company Direct Promotions shall be borne solely by the\nCompany.\n\n      Section 3.2 Company Programs and Value-Added Enhancements. The\nCompany shall, in the Company's discretion, fund, develop and support\npremium and other incentive programs (including any promotional subsidies\nthat the Company may determine to offer) specifically targeted at\ngenerating FUSA Credit Card applications, FUSA Credit Card usage, card\nvalue-added offers and card balance-building activities, and the Company\nshall use commercially reasonable efforts to maximize Company Customer\nacceptance of such program offerings. The Parties shall also market test a\nvariety of value-added enhancements, as mutually agreed to by the Parties,\nwhich such value-added enhancements may include cash rebate offers and\n\"Instant Rewards\" programs. The aggregate retail value of such programs and\nrewards shall be equal to at least (i) [**] during the first 12-month\nbilling cycle for each such Account and (ii) the amount of the Usage Fee\npaid with respect to each such Company-Sourced Account for each 12-month\nbilling cycle thereafter.\n\n      Section 3.3 Company Customer Information. (a) The Company may, at its\noption, provide to FUSA the names and addresses of those Company Customers\nwho fail to apply for FUSA Credit Cards upon visiting the Company Site(s)\nor through Company Phone Services for the sole purpose of FUSA's screening\nsuch Company Customers for subsequent pre-approved credit offers. Those\nCompany Customers that pass such screening may be subject to market-test\nprograms designed to provide such Company Customers with incentives to\nreturn to a Company Site(s), apply for a pre-approved FUSA Credit Card and\nreceive a Company benefit or reward (paid for by the Company). The terms of\nany such test-market program or promotion shall be the subject of a\nseparate agreement between the Parties containing a mutually agreed\nperformance-based payment structure.\n\n      FUSA and the Company mutually acknowledge that, given the nature of\nthe industry, additional or various marketing vehicles not specifically\naddressed in this Agreement may require additional Company Customer\ninformation. As a result, the Company and FUSA shall each use commercially\nreasonable efforts to provide the other with all necessary and relevant\nCompany Customer information as requested by either Party from time to\ntime, subject to such Party's privacy policy and all legal and regulatory\nrequirements and restrictions.\n\n      Section 3.4 License to Use Marks. (a) During the Initial Term and any\nRenewal Term of this Agreement, to the extent required by FUSA in\nconnection with the performance of its obligations under this Agreement or\nany additional marketing activity contemplated by Article VII, the Company\ngrants to FUSA the right and license to use the current and future\nrespective name, trademarks, service marks, copyrights and logo of the\nCompany (collectively, the \"Company Marks\"), subject to the review and\nprior approval of the Company, solely in connection with the Program and\nany transactions contemplated by Article VII. Such right and license shall\nbe restricted to the products and services described or contemplated herein\nand shall not apply or extend to any other product or service offered by\nFUSA. Except for amounts paid to the Company pursuant to Article V and\nSchedule B hereto, FUSA shall not be required to pay any additional amounts\nto the Company, or on account of the Company, in connection with the use of\nthe Company Marks in conjunction with the Program. Subject to and\nconsistent with the rules and regulations of Visa and MasterCard, FUSA\nshall comply with the standards established by the Company with respect to\nthe form of the Company Marks and their usage.\n\n      (b) Notwithstanding the provisions of Section 3.4(a), the Company is\nand shall remain the owner of all rights in and to its name and logo and\nall other intellectual property owned or licensed by the Company, as the\nsame now exist or as they may hereafter be modified, including all rights\nin and to any copyright, trademark, service mark and similar rights\npertaining thereto. Any and all rights to Company Marks and other Company\nintellectual property not herein specifically granted and licensed to FUSA\nare reserved to the Company. Except as otherwise specifically provided for\nherein, upon the termination of this Agreement, all rights conveyed by the\nCompany to FUSA with respect to the use of the Company Marks and other\nCompany intellectual property shall cease, and all such rights shall revert\nto the Company. Upon termination of this Agreement, FUSA shall have no\nfurther right to utilize the Company Marks; provided, however, that nothing\ncontained herein shall require FUSA, upon termination of this Agreement, to\ncancel any Account or to terminate or replace any Credit Card issued in\nconnection with this Agreement.\n\n\n-------------- \n[**] = Confidential treatment requested for redacted portion.\n\n                                 ARTICLE IV\n                        FUSA RIGHTS AND OBLIGATIONS\n\n    Section 4.1 Offering and Issuance of Credit Cards. In furtherance of\nthe Program, FUSA shall offer Credit Card(s) to Company Customers in\naccordance with the following provisions:\n\n      Subject to Section 4.1(d), FUSA shall assist the Company with the\ndesign and development of such marketing, promotion and solicitation\nmaterials as the Parties mutually agree are appropriate to promote the\nProgram among Company Customers, it being understood and acknowledged by\nthe Parties that FUSA shall be given the opportunity, and the Company shall\ncooperate and assist FUSA with respect thereto, to market FUSA Credit Cards\nat any and all points and potential points during a Company Customer's\nvisit to any location upon any Company Site(s), subject to the mutual\nagreement of the Parties, which agreement shall not be unreasonably\nwithheld, and in a manner and form subject to testing and refinement by\nmutual agreement of the Parties. FUSA reserves the right to limit its\nsolicitation materials to those Company Customers deemed to be creditworthy\nin accordance with FUSA's normal credit criteria and credit practices and\nwith safe and sound banking practices.\n\n      Subject to federal, state and local law and any other rules and\nregulations applicable to FUSA, including MasterCard or Visa operating\nregulations, the holders of all approved Accounts shall receive Credit\nCard(s) issued by FUSA which contain marks or design elements that would\ndistinguish such Credit Cards from other Credit Cards issued by FUSA not in\nconnection with the Program. FUSA shall have the right to designate on all\nof its Credit Cards, including, without limitation, all Credit Cards issued\nin connection with this Program, such information as FUSA shall, in its\nsole discretion, deem appropriate.\n\n      (c) FUSA reserves the right to, and may in FUSA's sole discretion,\ncommunicate such information to the Credit Card holders that FUSA normally\nsends to its other cardmembers, without having to obtain the prior approval\nof the Company.\n\n      (d) Credit Cards issued by FUSA pursuant to the Program shall be\ngoverned by the terms of the cardmember agreement to be entered into\nbetween each such person and FUSA.\n\nEach such cardmember agreement shall specify that the laws of the State of\nDelaware, and as applicable, Federal law, shall govern the terms and\nconditions of such Account and the extension of credit by FUSA to the\ncardmember. Notwithstanding anything to the contrary contained herein, FUSA\nshall have the right to amend such cardmember agreements at any time in\naccordance with applicable law, including, without limitation, changing the\nbasic pricing on individual Accounts at any time, including, without\nlimitation, in the event of late payments, non-payments, delinquency,\npayment by checks that fail to clear, default, bankruptcy or other\nconsistent or substantial failure by any Program cardmember to perform in\naccordance with the terms of the cardmember agreement; provided that such\namendments are not made in a manner that is inconsistent with the manner in\nwhich FUSA determines to amend FUSA cardmember agreements that are not\ngenerated through the Program.\n\n      (e) The Parties acknowledge that the Company does not intend to issue\nCredit Cards or act as a banking institution pursuant to this Agreement.\nThe Parties further acknowledge that if, at any time during the Initial\nTerm or any Renewal Term of this Agreement, the obligations of the Company\nunder this Agreement subject the Company to any rule, regulation or statute\ngoverning Credit Card issuers or banking institutions, the Company shall\nnot be required (subject to Section 14.2(b)) to fulfill any such\nobligation, and the Parties shall negotiate in good faith to amend this\nAgreement to the extent necessary to permit the Company to be able to\nfulfill its obligations under this Agreement without having to be subject\nto any such rule, regulation or statute.\n\n      Section 4.2 On-line Credit Approval. Both Parties shall use\ncommercially reasonable efforts to implement a system whereby FUSA is able\nto provide prompt on-line, credit approval decisions to Account applicants\nduring a Company Site visit, such that any Company Customer whose\napplication is approved during such visit is able to open an Account and,\nimmediately after such Account is opened, charge Company Site purchases to\nsuch Account (subject to the terms and conditions of such Account and the\nrelated cardmember agreement, including, without limitation, the credit\nlimit established with respect to such Account). Subject to any legal or\nregulatory requirements or restrictions, FUSA shall use commercially\nreasonable efforts to provide the Company with technical support and\nregular updates that will allow the Company on a real-time basis to\ndetermine (subject to receipt of such updates) whether a Company Customer\nusing a Non-FUSA Credit Card for a Company Site purchase also holds a FUSA\naccount, and, if so, (a) whether sufficient credit is available to charge\nthe current purchase on such FUSA Credit Card; (b) whether sufficient\ncredit is available for a balance transfer; (c) whether such Company\nCustomer's FUSA account is active or dormant; and (d) what the valid\naccount number is for such FUSA account. The Company agrees that (i) its\nuse of the information provided pursuant to the previous sentence shall be\nsolely for the purposes set forth herein and (ii) the Company's use of such\ninformation shall be subject to the confidentiality provisions set forth in\nArticle XII. In addition, FUSA agrees to perform a more detailed review and\nscoring of any Account application that has been rejected through the\non-line approval process to determine if such application should be\nsubsequently approved consistent with FUSA's normal credit approval\nstandards and safe and sound banking practices. When on-line account\napproval capabilities have been established in connection with the Company\nSite(s), the Company shall use commercially reasonable efforts to persuade\nCompany Customers to charge their Company Site purchases or any other\ncharge to a Company-Sourced Account.\n\n      Section 4.3 License to Use Marks. (a) During the Initial Term and any\nRenewal Term of this Agreement, FUSA hereby grants to the Company the right\nand license to use the current and future respective name, trademarks,\nservice marks, copyrights and logo of FUSA (collectively, the \"FUSA\nMarks\"), subject to the review and prior approval of FUSA, solely in\nconnection with the Program and any transactions contemplated by Article\nVII. Such right and license are restricted to the products and services\ndescribed and contemplated herein and shall not apply or extend to any\nother product or service offered by the Company. The Company shall not be\nrequired to pay any amount to FUSA, or on account of FUSA, in connection\nwith the use of the FUSA Marks in conjunction with the Program. Subject to\nand consistent with the rules and regulations of Visa and MasterCard, the\nCompany shall comply with the standards established by FUSA with respect to\nthe form of the FUSA Marks and their usage.\n\n      (b) Notwithstanding the provision of Section 4.3(a), FUSA is and\nshall remain the owner of all rights in and to its name and logo and all\nother intellectual property owned or licensed by FUSA, as the same now\nexist or as they may hereafter be modified, including all rights in and to\nany copyright, trademark, service mark and similar rights pertaining\nthereto. Any and all rights to FUSA Marks and other FUSA intellectual\nproperty not herein specifically granted and licensed to the Company are\nreserved to FUSA. Except as otherwise specifically provided for herein,\nupon the termination of this Agreement, all rights conveyed by FUSA to the\nCompany with respect to the use of the FUSA Marks and other FUSA\nintellectual property shall cease, and all such rights shall revert to\nFUSA. Upon termination of this Agreement, the Company shall have no further\nright to utilize the FUSA Marks; provided, however, that nothing contained\nherein shall require FUSA, upon termination of this Agreement, to cancel\nany Account or to terminate or replace any Credit Card issued in connection\nwith this Agreement.\n\n      Section 4.4 Statement Messages\/Inserts. (a) Subject to reasonable\nspace, weight, size, content and scheduling restrictions, and upon FUSA's\nprior review and approval, FUSA may periodically include Company\ninformational inserts or statement messages (\"Messages\/Inserts\") in\nCompany-Sourced Account cardmember statements mailed by FUSA to its FUSA\nbrand cardholders (as opposed to cardholders of credit cards issued in\nconjunction with a third party).\n\n      (b) The Company shall bear the costs of preparing and producing the\nactual Messages\/Inserts. FUSA shall pay for the normal cost of mailing\nMessages\/Inserts; provided, however, that if the Messages\/Inserts increase\nthe postal expense incurred by FUSA to mail statements with such\nMessages\/Inserts, then FUSA shall inform the Company in advance and, if the\nCompany agrees to reimburse FUSA for such incremental postage expense, FUSA\nshall use commercially reasonable efforts to include such Messages\/Inserts\nin such mailing.\n\n                                 ARTICLE V\n                          COMPENSATION AND PAYMENT\n\n      Section 5.1 Fees. During the Initial Term and any Renewal Term of\nthis Agreement, and subject to the terms and conditions set forth herein,\nFUSA shall pay to the Company certain fees, commissions and bonuses\n(collectively, the \"Fees\") as set forth on Schedule B hereto.\n\n      Section 5.2 Substitute Accounts. Notwithstanding anything else\ncontained herein, FUSA shall not be obligated to pay to the Company any\nduplicate Account Origination Fee or duplicate Value-Added Payment in the\nevent that any account that forms the basis upon which such Account\nOrigination Fee or Value-Added Payment is calculated represents a\nsubstitute account, which includes, without limitation, any account\nestablished due to the loss or theft of a cardmember's existing Credit Card\nand any account established as a result of former joint cardmembers'\nrequesting individual accounts.\n\n      Section 5.3 Payment Terms. FUSA shall provide the Company with a\nreconciliation report within 15 days following the end of each month\nsetting forth the amount of Fees earned by the Company during such month.\nAny amounts owing to the Company and payable pursuant to the terms of this\nArticle V shall be paid to the Company within 15 days following the end of\neach calendar quarter. The Parties shall meet periodically to discuss\npayment methodologies and mechanisms that reflect estimated payments based\non mutually agreed payment criteria and metrics. If any such methodology\nproves not accurately to reflect the Parties' actual payment experience,\nthe Parties shall negotiate revisions in future payments and estimated\npayments to reflect such actual experience.\n\n      Section 5.4 Payment Upon Termination. FUSA's obligation to pay any\nFees to the Company shall cease immediately upon the expiration or\ntermination of this Agreement for any reason whatsoever; provided that such\nFees shall be reconciled and paid with respect to all amounts earned by the\nCompany up to the effective date of such expiration or termination; and\nprovided further that FUSA shall continue to pay Usage Fees to the Company\nin accordance with Paragraph 6 of Schedule B following the expiration or\ntermination of this Agreement, but (a) only to the extent, and in the\namount, that such Usage Fees are directly used by the Company to support\nvalue-added enhancements implemented pursuant to Section 3.2 prior to such\ntermination or expiration and (b) only for so long as FUSA has a positive\nreturn on the Company-Sourced Account Portfolio.\n\n      Section 5.5 Marketing Costs. Other than the Fees provided for in\nSchedule B hereto, FUSA shall not be obligated to pay the Company any\nadvertising costs or fees or any payments related to promotional visibility\nor premium cost reimbursement or any up-front payments whatsoever, it being\nunderstood and agreed to by the Parties that the Company will bear all\nmarketing costs incurred by the Company (including, without limitation,\npremium costs related to ticket subsidies and rebates) in connection with\nthe generation of Credit Card applications from Company Customers under\nthis Agreement. Notwithstanding the foregoing, FUSA may, if FUSA chooses,\nin FUSA's sole discretion, reimburse the Company for any or all costs\nrelated to the Company's Program testing and management or to support\nmarketing efforts proposed by the Company.\n\n      Section 5.6 Fee Adjustments. (a) Upon written notice from FUSA to the\nCompany given at any time after the one-year anniversary of the Effective\nDate, the Parties shall attempt to renegotiate, in good faith, (i) any or\nall of the Fees set forth in Schedule B and (ii) the terms of this Article\nV.\n\n      (b) In addition, it is the Parties' intent that (i) the five-year\naverage Return on Average Outstandings, as measured based on the Pro Forma\nVintage Profit and Loss Statement for the Company Program (the \"ROO\"), be\ngreater than or equal to 3%, as measured by FUSA on a consistent basis with\nthe methodology used on other similar accounts, and (ii) the NPV\/CPA Ratio\nbe greater than or equal to the NPV\/CPA Ratio of alternative competitive\ninvestment opportunities for FUSA, as measured by FUSA on a consistent\nbasis with the methodology used on other similar accounts (\"Competitive\nOpportunities\"). Calculation of the ROO shall take into account all sources\nof revenue, including late-fee income, fee-based services and association\nincome, as well as any traditional avoided costs, including lower\nchargeoffs. In the event that, upon the one-year anniversary of the\nEffective Date, (x) the ROO, as measured by FUSA on a consistent basis with\nthe methodology used on other similar accounts, falls below this 3% minimum\nor (y) the NPV\/CPA Ratio, as measured by FUSA on a consistent basis with\nthe methodology used on other similar accounts, falls below the NPV\/CPA\nRatio of Competitive Opportunities, the Company and FUSA shall negotiate\npromptly in an effort to reach agreement on the modification of one or more\nterms of future compensation in an effort to return the ROO and the NPV\/CPA\nRatio to acceptable levels. If, on the other hand, the ROO, as measured by\nFUSA, is in excess of 3%, FUSA shall increase, in good faith, the\ncompensation metrics to the Company by an amount corresponding to such\nexcess, such that the Company and FUSA share equally in such excess.\n\n      (c) Any Fee adjustment made pursuant to this Agreement, including\npursuant to this Section 5.6 or Exhibit B hereto, shall be made on a\nprospective basis only.\n\n      (d) In the event the Parties are unable to negotiate in good faith\nany Fee adjustment provided for herein within 30 days of a written request\nby FUSA for such adjustment, FUSA shall have the right, in FUSA's sole\ndiscretion, to terminate this Agreement in accordance with Section 10.6.\n\n                                 ARTICLE VI\n                              OWNERSHIP RIGHTS\n\n      Section 6.1 Account Ownership. The Company shall not possess or claim\nany ownership interest in Credit Cards issued or accounts established\npursuant to this Agreement and all rights related thereto (collectively,\nthe \"Accounts\") or in any FUSA Customer Financial Information. Without\nlimiting the foregoing, any and all outstanding balances with respect to\nthe Accounts, including, without limitation, all amounts owing for the\npayments of goods and services, periodic finance charges, late and other\ncharges and all documents and records developed and retained by FUSA in\nconnection therewith, including, without limitation, all FUSA Customer\nFinancial Information, shall be the sole property of FUSA or its assigns,\nand the Company shall have no rights or interests therein. Notwithstanding\nthe foregoing, and subject to the provisions of Sections 7.3 and 14.1, (a)\nthe Company shall retain the right to offer to any Company Customer whose\nAccount application has been rejected by FUSA, Credit Cards issued by other\nissuers, including issuers specializing in high-risk issuance; and (b) the\nCompany shall have the right to offer to any Company Customer that has\nchosen not to apply for a FUSA MasterCard or Visa Credit Card after the\nCompany's first two clearly presented and discrete offers of such FUSA\nMasterCard or Visa Credit Card to such Company Customer during such Company\nCustomer's visit(s) to a Company Site, no more than four other credit or\ncharge cards not offered by FUSA, including such cards issued by American\nExpress or Discover (\"Other Credit Cards\") upon such Company Customer's\nsubsequent visit(s) to any Company Site(s), up to a maximum of two offers\nof each of the four such Other Credit Cards; provided that the Company\nshall not offer any Other Credit Card in a manner that features such Other\nCredit Card more prominently located or displayed than, or in a position\nsuperior to, the Company's offer of any FUSA Credit Card; and provided\nfurther that in no event shall the Company have the right to offer to any\nCompany Customer (other than a Company Customer described in Section 6.1(a)\nor pursuant to Section 7.3(c)), at any time during the Initial Term or any\nRenewal Term of this Agreement, any Visa or MasterCard credit or charge\ncard product that is not provided by FUSA; and provided further that if a\nCompany Customer that is offered any Other Credit Card by the Company\npursuant to Section 6.1(b) chooses not to apply for any such Other Credit\nCard upon the Company's first two offers of each of the four Other Credit\nCard(s) to such Company Customer, the Company shall be required to comply\nagain with the procedures for offering FUSA MasterCard and Visa Credit\nCards set forth in Section 6.1(b) above. It is the intention of the parties\nthat the Company will not offer Other Credit Cards to Account holders and\nwill not use FUSA Customer Financial Information or a list of Account\nholders provided to the Company for the purpose of marketing Other Credit\nCards. The Company will use commercially reasonable efforts to design and\nimplement systems technology that will enable the Company to exclude\nAccount holders from promotions for Other Credit Cards and to prevent the\nuse of FUSA Customer Financial Information or a list of Account holders in\nthe promotion of Other Credit Cards.\n\n      Section 6.2 Customer Lists and Data. FUSA and its affiliates may\nmaintain separately all information that is submitted or obtained as a\nresult of an Account relationship or an application for an Account\nrelationship with a Company Customer (collectively, \"Customer Data\").\n\"Customer Data\" includes, without limitation, information provided to FUSA\nor any of its agents by a Company Customer for storage and subsequent use\nby a Company Customer on the Internet, including a Company Customer's\nidentity, address, credit card number(s), personal information, purchasing\npreferences or history and similar information and all FUSA Customer\nFinancial Information. Customer Data obtained by FUSA pursuant to this\nProgram shall be owned solely by FUSA and shall become a part of FUSA's own\nrecords and files.\n\n                                ARTICLE VII\n                        ADDITIONAL PRODUCT MARKETING\n\n     In addition to the Parties' obligations under the Program and the\nmarket test programs described in Section 3.3, the Parties may offer or\nsupport additional products and marketing efforts, including those set\nforth in this Article VII, as part of the Program or as stand-alone\nactivities, subject to separate agreements:\n\n      Section 7.1 Co-branding. The Parties acknowledge that the Company\ndoes not currently have, nor does the Company have any plans to create, a\nco-branded credit or charge card. If the Company determines, in its sole\ndiscretion, to offer such a co-branded credit or charge card during the\nInitial Term or any Renewal Term of this Agreement, FUSA shall have the\nexclusive right to provide such co-branded credit or charge card; provided\nthat if FUSA determines, in its sole discretion, not to provide such\nco-branded credit or charge card, the Company shall be permitted to seek a\nco-branded credit or charge card from another provider, subject to a right\nof first refusal by FUSA. If, during the Initial Term or any Renewal Term,\nthe Company and FUSA determine to offer a co-branded credit or charge card\nto Company Customers as provided for herein, this Agreement shall be\namended accordingly.\n\n      Section 7.2 No-Fee Products. The Company understands and acknowledges\nthat FUSA may choose to offer to Company Customers a wide range of\nmarket-competitive, no-fee consumer products that will enable FUSA to\nachieve the highest possible Account approval rates. The Company agrees\nfurther that any such no-fee product that is not market-competitive may be\nmarket-tested to Company Customers subject to the Company's prior approval\nof such market testing, which approval shall not be unreasonably withheld;\nprovided, however, that neither (a) any application for any such no-fee\nproduct that is not market-competitive nor (b) FUSA's approval of any such\napplication, shall be included in the calculation of the 50% approval rate\nthat FUSA is required to achieve pursuant to Paragraph 3 of Schedule B\nhereto. In addition, unless otherwise agreed to by the Parties, FUSA shall\nnot offer any product to Company Customers that includes a fee for balance\ntransfers.\n\n      Section 7.3 Additional Programs and Marketing. (a) The parties intend\nto seek mutually acceptable ways to expand their business relationship to\ninclude additional relevant products and service categories. Without\nlimiting the generality of the foregoing, the Company shall work in good\nfaith with FUSA and its affiliates to enable FUSA and\/or such affiliates\n(i) to participate in all financial service products offered by the Company\nor through the Company Services, including, without limitation, automobile\nloans, home equity loans, home mortgages and mortgage refinancings and\nother loan products and (ii) to make the FUSA Wallet available to Company\nCustomers. In addition, in the event the Company decides to introduce any\ncurrent, new or unaddressed product, service, property or entity relating\nto credit products, banking products or related services (the \"New\nProduct(s)\"), by itself or through another entity, the Company shall give\nFUSA prompt notice of the same, and the Parties shall negotiate in good\nfaith an agreement whereby FUSA shall have the right to provide some or all\nof the New Products as a preferred provider through or on behalf of the\nCompany. Notwithstanding the foregoing, nothing contained in this Section\n7.3(a) shall be deemed to give FUSA preferred status in any such programs,\nand FUSA's participation in such programs shall be subject to the execution\nof a separate agreement with respect to each such program. FUSA\nacknowledges that the Company operates a promotion with a third party\npursuant to which the Company makes available to users of the Company\nServices certain mortgage loan, home equity loan and home equity line of\ncredit products (which products do not include Credit Cards) and that\nnothing in this Agreement shall preclude the Company from continuing to\nfulfill its obligations under that promotion.\n\n      (b) Without limiting the generality of the foregoing, if and when\nFUSA develops a corporate credit card product, the Company shall use\ncommercially reasonable efforts to identify corporate Company Customers and\nshall target corporate credit card offers to such corporate Company\nCustomers.\n\n      (c) Without limiting the generality of the foregoing, in the event\nthat the Company decides to offer to Company Customers a \"name-your-price\"\nbalance transfer or debt consolidation product, FUSA and the Company shall\nnegotiate in good faith to include FUSA as a preferred provider with\nrespect thereto.\n\n      (d) The Parties understand and acknowledge that, as of the date of\nthis Agreement, the Company does not permit advertising on any Company\nSite(s), except that, as an adaptive marketing sponsor, FUSA shall be\nidentified clearly by name on the Company Site(s), including by means of a\nFUSA logo. If, at any time during the Initial Term or any Renewal Term of\nthis Agreement, the Company determines to permit advertising on any Company\nSite or through any Company Phone Services, or any such advertising\notherwise is permitted on any Company Site or through any Company Phone\nServices, FUSA shall have a right of first offer to be the exclusive credit\ncard issuer to advertise on such Company Site or through such Company Phone\nServices, and the Company shall, on an on-going basis, provide FUSA with\nadvertising space on such Company Site(s) and through such Company Phone\nServices in accordance with terms to be mutually agreed to by the Parties\nat such time; provided, however, that if FUSA determines not to advertise\non such Company Site or through such Company Phone Services or the Parties\nare unable to agree in good faith on acceptable terms pursuant to which\nFUSA shall advertise on such Company Site or through such Company Phone\nServices, the Company shall be permitted to offer advertising space to\nOther Credit Card issuers, subject to FUSA's right of first refusal.\n\n      (e) The Parties understand and acknowledge that participation in each\nsuch product offering or marketing effort described or referred to in this\nSection 7.3 shall be implemented under separate agreement and shall not be\npart of the Program.\n\n                                ARTICLE VIII\n                   COMPANY REPRESENTATIONS AND WARRANTIES\n\nThe Company represents and warrants to FUSA as of the date of this\nAgreement as follows:\n\n      Section 8.1 Organization and Qualification. The Company is a\ncorporation duly organized, validly existing and in good standing under the\nlaws of the jurisdiction in which it is organized, is duly qualified and in\ngood standing as a foreign corporation in every state in which the\ncharacter of its business requires such qualification (except where the\nfailure to obtain such foreign qualification would not have a material\nadverse effect on the Company's business) and has the power to own its\nproperty and carry on its business as now conducted.\n\n      Section 8.2 Due Authorization. The execution and delivery by the\nCompany of this Agreement, the performance by the Company of the\ntransactions contemplated hereby and compliance by the Company with the\nterms of this Agreement, (a) are within the Company's power and authority\nand (b) have been duly authorized by all necessary action. This Agreement\nhas been duly executed and delivered by the Company and constitutes a valid\nand binding agreement of the Company, enforceable in accordance with its\nterms.\n\n      Section 8.3 Consents. Neither the execution and delivery of this\nAgreement by the Company nor the performance by the Company of its\nobligations hereunder requires any consent, authorization, approval, notice\nto or other action by or in respect of, or filing with, any third party or\nany governmental body or agency.\n\n      Section 8.4 No Conflicts. Neither the execution, delivery and\nperformance by the Company of this Agreement nor compliance by the Company\nwith the terms of this Agreement shall contravene, violate or conflict\nwith, or constitute a default or breach under, any provision of any law,\nstatute, rule or regulation to which the Company or any of its properties\nis subject, or under any governing documents, charter or bylaw or any\nagreement, judgment, injunction, order, decree or other instrument binding\non the Company.\n\n      Section 8.5 Intellectual Property Rights. The Company owns, or has\nthe right to use under valid and enforceable agreements, the Company Marks\nand all other intellectual property necessary to conduct the Company's\nbusiness, and, except as set forth on Schedule D hereto, the Company is not\ncurrently aware of any material claims, and is not currently involved in\nany material litigation, challenging the Company's ownership of, or\nclaiming infringement with respect to, the Company Marks or any other\nintellectual property necessary to conduct the Company's business.\n\n      Section 8.6 Litigation. Except as set forth on Schedule D hereto, the\nCompany is not aware of any claims, and is not currently involved in any\nlitigation, challenging the Company's access to the WorldWide Web or the\nInternet.\n\n                                 ARTICLE IX\n                    FUSA REPRESENTATIONS AND WARRANTIES\n\nFUSA represents and warrants to the Company as of the date of this\nAgreement as follows:\n\n      Section 9.1 Organization and Qualification. FUSA is a national\nbanking association duly organized, validly existing and in good standing\nunder the laws of the jurisdiction in which it is organized, is duly\nqualified and in good standing as a foreign corporation in every state in\nwhich the character of its business requires such qualification (except\nwhere the failure to obtain such qualification would not have a material\nadverse effect on FUSA's business) and has the power to own its property\nand carry on its business as now conducted.\n\n      Section 9.2.Due Authorization. The execution, delivery and\nperformance by FUSA of this Agreement and compliance by FUSA with the terms\nof this Agreement (a) are within FUSA's corporate power and authority and\n(b) have been duly authorized by all necessary corporate action. This\nAgreement has been duly executed and delivered by FUSA and constitutes a\nvalid and binding agreement of FUSA, enforceable in accordance with its\nterms.\n\n      Section 9.3 Consents. Neither the execution and delivery of this\nAgreement by FUSA nor the performance by FUSA of its obligations hereunder\nrequire any consent, authorization, approval, notice to or other action by\nor in respect of, or filing with, any third party or governmental body or\nagency (other than informational filings required by MasterCard or Visa).\n\n      Section 9.4 No Conflicts. Neither the execution and delivery of this\nAgreement by FUSA nor the performance by FUSA of its obligations hereunder\nshall contravene, violate or conflict with, or constitute a default or\nbreach under, any provision of any law, statute, rule or regulation to\nwhich FUSA or any of its properties is subject or of the charter or by-laws\nof FUSA or of any agreement, judgment, injunction, order, decree or other\ninstrument binding upon FUSA.\n\n      Section 9.5 Intellectual Property Rights. FUSA owns, or has the right\nto use under valid and enforceable agreements, the FUSA Marks and all other\nintellectual property necessary to conduct FUSA's business, and FUSA is not\ncurrently aware of any material claims, and is not currently involved in\nany material litigation, challenging FUSA's ownership of, or claiming\ninfringement with respect to, the FUSA Marks or any other intellectual\nproperty necessary to conduct FUSA's business.\n\n                                 ARTICLE X\n                            TERM AND TERMINATION\n\n      Section 10.1 Term. The term of this Agreement shall commence as of the\ndate of this Agreement and shall continue, subject to the provisions of\nthis Article X, for five years therefrom (the \"Initial Term\"). Promptly\nupon the execution of this Agreement, the Parties shall work together and\nshall use their commercially reasonable efforts to enable the Effective\nDate to commence immediately upon the termination of the Company's\npromotion with Capital One Bank, which promotion the Company acknowledges\nis the only preferred status arrangement that the Company has with any\nOther Credit Card issuer as of the date of this Agreement. Subject to the\nprovisions of this Article X, upon the expiration of the Initial Term, this\nAgreement shall be automatically renewed for successive renewal terms of\ntwo years each (the \"Renewal Terms\"), unless, at least 180 days prior to\nthe expiration of the Initial Term or the then current Renewal Term, either\nParty shall have notified the other in writing of its decision not to renew\nthis Agreement.\n\n      Section 10.2 Termination for Breach. If there is a material breach by\neither Party of this Agreement, and such breach shall continue uncured for\na period of 30 days after receipt by the breaching Party of written notice\nthereof from the non-breaching Party (setting forth in detail the nature of\nsuch breach), then this Agreement shall terminate at the option of the non-\nbreaching Party as of the 31st day following the receipt of such written\nnotice. If, however, the breach cannot be remedied within such 30-day\nperiod, such time period shall be extended for an additional period of not\nmore than 30 days, so long as the breaching Party has notified the non-\nbreaching Party in writing and in detail of its plans to initiate\nsubstantive steps to cure the breach and diligently thereafter pursues the\nsame to completion within such additional 30-day period. Notwithstanding\nthe foregoing, in the event any representation or warranty set forth in\nthis Agreement is breached, the non-breaching Party shall have the right to\nterminate this Agreement immediately upon written notice to the breaching\nParty.\n\n      Section 10.3 Termination for Bankruptcy. This Agreement shall be\ndeemed immediately terminated, without the requirement of further action or\nnotice by either Party, in the event that either Party, or a direct or\nindirect holding company of either Party, shall become subject to voluntary\nor involuntary bankruptcy, insolvency, receivership, conservatorship or\nsimilar proceedings (including, without limitation, the takeover of such\nParty by the applicable regulatory agency) pursuant to applicable state or\nFederal law.\n\n      Section 10.4 Change in Law. In the event that any change in any\nfederal, state or local law, statute, operating rule or regulation or any\nchange in any operating rule or regulation of either MasterCard or Visa,\nmakes the continued performance of this Agreement under the then current\nterms and conditions commercially unreasonable, then FUSA shall have the\nright to terminate this Agreement upon 90-days' prior written notice to the\nCompany. Such written notice shall include a detailed explanation and\nevidence of the burden imposed as a result of such change.\n\n      Section 10.5 Sale or Business Combination. (a)(i) In the event that\nthe Company enters into any merger, acquisition, transfer of control or\nsale of substantially all of its assets to, or any similar transaction\nwith, any competitor of FUSA or any entity that owns a competitor of FUSA,\nthen FUSA shall have the right to terminate this Agreement immediately upon\nwritten notice to the Company. (ii) In the event that the Company enters\ninto any merger, acquisition, transfer of control or sale of substantially\nall of its assets to, or any similar transaction with, any entity that, due\nto its products, services or reputation, creates a demonstrable and\nmaterial conflict of interest for FUSA, then FUSA shall have the right to\nterminate this Agreement upon 90-days' prior written notice to the Company.\n\n      (b)(i) In the event that FUSA enters into any merger, acquisition,\ntransfer of control or sale of substantially all of its assets to, or any\nsimilar transaction with, any competitor of the Company or any entity that\nowns a competitor of the Company, then the Company shall have the right to\nterminate this Agreement immediately upon written notice to FUSA. (ii) In\nthe event that FUSA enters into any merger, acquisition, transfer of\ncontrol or sale of substantially all of its assets to, or any similar\ntransaction with, any entity that, due to its products, services or\nreputation, creates a demonstrable and material conflict of interest for\nthe Company, then the Company shall have the right to terminate this\nAgreement upon 90-days' prior written notice to FUSA.\n\n      Section 10.6 Failure to Renegotiate Fees. In the event that the\nParties are unable to renegotiate in good faith the Fees to be paid by FUSA\nto the Company, as provided for in Section 5.6, and Paragraph 2 of Schedule\nB, within the time period specified in such Section or Paragraph, FUSA\nshall have the right, in FUSA's sole discretion, after the expiration of\nsuch time period, to terminate this Agreement upon 60-days' prior written\nnotice to the Company. During any Fee renegotiation provided for in this\nAgreement, the Fees to be paid the Company shall remain unchanged until the\nearlier to occur of (a) the Parties' agreement to adjust any of such Fees\nand (b) the date of the termination of this Agreement.\n\n      Section 10.7 Procedures Upon Termination. Upon the expiration or\nearlier termination of this Agreement for any reason whatsoever, (a) the\nCompany and FUSA shall work together to ensure an orderly termination of\nthe Program; (b) the Company and FUSA shall each promptly return to the\nother all materials, if any, that have been supplied by each to the other;\nand (c) all Accounts that have been opened pursuant to the terms hereof,\ntogether with all Accounts for which applications have been received but\nnot yet processed by FUSA as of the effective date of such expiration or\ntermination, shall remain the sole and exclusive property of FUSA. Except\nfor those provisions which by their terms shall survive the expiration or\ntermination of this Agreement, all obligations of FUSA to the Company shall\ncease after the effective date of such expiration or termination.\n\n                                 ARTICLE XI\n                              INDEMNIFICATION\n\n      Section 11.1 Company Indemnification. The Company shall indemnify,\ndefend and hold FUSA and its affiliates, and their successors and assigns,\nharmless from and against all claims (including, without limitation,\nthird-party claims), actions, suits or other proceedings, and any and all\nlosses, judgments, damages, expenses or other costs (including, without\nlimitation, reasonable attorneys' fees and disbursements), arising from or\nin any way relating to (a) any actual or alleged breach or inaccuracy of\nany representation or warranty of the Company contained in this Agreement,\n(b) any actual or alleged infringement of any trademark, copyright, trade\nname or other proprietary ownership interest resulting from the use by FUSA\nof the Company Marks as contemplated by this Agreement, (c) any third-party\naction, suit or other proceeding to which FUSA is made a party alleging\ninfringement by the Company of any proprietary ownership right in\nconnection with the Company's business (other than as provided for in\nSection 11.2(b)), (d) any matter set forth on Schedule D hereto and (e) any\nnegligent or grossly negligent act or omission or willful misconduct of the\nCompany or its directors, officers, employees, agents or assigns in\nconnection with the entry into or performance of this Agreement.\n\n      Section 11.2 FUSA Indemnification. FUSA shall indemnify, defend and\nhold the Company, its affiliates and their successors and assigns, harmless\nfrom and against all claims (including, without limitation, third-party\nclaims), actions, suits or other proceedings, and any and all losses,\njudgments, damages, expenses or other costs (including reasonable\nattorneys' fees and disbursements), arising from or in any way relating to\n(a) any actual or alleged breach or inaccuracy of any representation or\nwarranty of FUSA contained in this Agreement, (b) any actual or alleged\ninfringement of any trademark, copyright, trade name or other proprietary\nownership interest resulting from the use by the Company of the FUSA Marks\nas contemplated by this Agreement, (c) any act or omission of FUSA in\nconnection with the issuance of Credit Card(s) or the administration of\nAccounts which constitutes a violation of state or Federal banking or\nconsumer credit laws or regulations, (d) any third-party action, suit or\nother proceeding to which the Company is made a party alleging infringement\nby FUSA of any proprietary ownership right in connection with the FUSA's\nbusiness (other than as provided for in Section 11.1(b)) and (e) any\nnegligent or grossly negligent act or omission or willful misconduct of\nFUSA or its directors, officers, employees, agents or assigns in connection\nwith the entry into or performance of this Agreement.\n\n      Section 11.3 Indemnification Procedures. If a Party (the \"Indemnified\nParty\") seeks indemnification under this Article XI, (a) the Indemnified\nParty shall notify in writing the indemnifying party (the \"Indemnifying\nParty\") within 30 days after learning of the occurrence of any event that\nis asserted to be an indemnifiable event pursuant to this Agreement (a\n\"Claim Notice\"). If such event involves the claim of any third party and\nthe Indemnifying Party confirms in writing its responsibility for such\nliability, if established, the Indemnifying Party shall be entitled to\nparticipate in and, to the extent it desires, assume control over (in which\ncase the Indemnifying Party shall assume all expense with respect to) the\ndefense, settlement, adjustment or compromise of such claim.\n\n      (b) The Indemnified Party shall have the right to employ separate\ncounsel in any action or claim and to participate in the defense thereof at\nthe expense of the Indemnifying Party (i) if the retention of such counsel\nhas been specifically authorized by the Indemnifying Party or (ii) if such\ncounsel is retained because the Indemnifying Party does not notify the\nIndemnified Party within 20 days after receipt of a Claim Notice that it\nelects to undertake the defense thereof. The Indemnified Party shall have\nthe right to employ counsel at the Indemnified Party's own expense and to\nparticipate in such action or claim, including settlement or trial, so long\nas such participation does not substantially interfere with the\nIndemnifying Party's defense of such claim or action.\n\n      (c) The Indemnifying Party shall obtain the prior written approval of\nthe Indemnified Party before entering into any settlement, adjustment or\ncompromise of such claim or ceasing to defend against such claim, if,\npursuant to or as a result of such settlement, adjustment, compromise or\ncessation, (i) injunctive or other relief would be imposed against the\nIndemnified Party or (ii) such settlement, adjustment, compromise or\ncessation does not include a complete and unconditional release of the\nIndemnified Party with respect to such claim.\n\n      (d) If the Indemnifying Party does not assume control over the\ndefense of such claim as provided in Section 11.3(a), the Indemnified Party\nshall have the right to defend the claim in such manner as it may deem\nappropriate, at the cost and expense of the Indemnifying Party, and with\nthe consent of the Indemnifying Party, to settle, adjust or compromise such\nclaim. The Indemnified Party may settle, adjust or compromise any such\nclaim without the consent of the Indemnifying Party if the Indemnified\nParty waives indemnification for such claim.\n\n      (e) The Indemnifying Party shall remit payment for the amount of a\nvalid and substantiated claim for indemnification hereunder promptly upon\nreceipt of written notice therefor from the Indemnified Party. Upon the\npayment in full of any claim hereunder, the Indemnifying Party shall be\nsubrogated to the rights of the Indemnified Party against any person with\nrespect to the subject matter of such claim.\n\n      (f) In the event that the Indemnifying Party reimburses the\nIndemnified Party for any third-party claim, the Indemnified Party shall\nremit to the Indemnifying Party any reimbursement that the Indemnified\nParty subsequently receives for such third-party claim.\n\n                                ARTICLE XII\n                              CONFIDENTIALITY\n\n       Section 12.1 Protection. (a) The Parties acknowledge and agree\nthat the terms of this Agreement and all information provided or disclosed\nto or in connection with either Party's performance under this Agreement or\nto which a Party gains access in connection with this Agreement shall be\ndeemed confidential and proprietary information (\"Confidential\nInformation\") and shall not be disclosed by a Party receiving any such\nConfidential Information (the \"Receiving Party\") to any third party without\nthe prior written consent of the Party providing or disclosing the\nConfidential Information (the \"Disclosing Party\"). Confidential Information\nshall include, without limitation: (i) names, addresses and demographic,\nbehavioral and credit information relating to FUSA cardmembers or potential\nFUSA cardmembers; (ii) cardmember communication materials and issuance\nstrategies or methods; (iii) business objectives, assets and properties;\nand (iv) programming techniques and technical, developmental, cost and\nprocessing information.\n\n      (b) For the term of this Agreement and for a period of two years\nthereafter, the Receiving Party shall: (i) receive all Confidential\nInformation in confidence; (ii) use reasonable efforts to maintain the\nconfidentiality of such Confidential Information and not disclose such\nConfidential Information to any third party (except for the Receiving\nParty's employees, representatives, authorized agents and contractors or\nsubcontractors who have a need to know, are under a duty of non-disclosure\nand are acting for the sole benefit of the Receiving Party), which efforts\nshall accord such Confidential Information at least the same level of\nprotection against unauthorized use and disclosure that the receiving party\ncustomarily accords its own information of a similar nature; (iii) use or\npermit the use of such Confidential Information solely in accordance with\nthe terms of this Agreement; and (iv) promptly notify the Disclosing Party\nin writing of any loss or unauthorized use, disclosure of or access to the\nDisclosing Party's Confidential Information of which the Receiving Party\nbecomes aware and take all steps reasonably requested by the Disclosing\nParty to limit, stop or otherwise remedy such misappropriation, disclosure\nor unauthorized use. Each party shall abide by and reproduce and include\nany restrictive legends or confidential rights notices (although such\nrestrictive legends or confidential rights notices are not required for\nConfidential Information to be afforded the protection provided for under\nthis Section) that appear in or on any Confidential Information of the\nother Party which it is authorized to reproduce. Neither party shall\nremove, alter, cover or distort any confidential rights notices, legends,\nsymbols or labels appearing in any Confidential Information of the other\nParty. For purposes of this Agreement, a \"need to know\" means that the\nemployee, representative, authorized agent, contractor or subcontractor\nrequires the Confidential Information to perform his or her\nresponsibilities in connection with the Program.\n\n      Section 12.2 Exclusions. The restrictions on disclosure set forth in\nthis Article XII shall not apply when, and to the extent that, the\nConfidential Information: (a) is or becomes generally available to the\npublic through no fault of the Receiving Party (or any person or entity\nacting on its behalf); (b) was previously rightfully known to the Receiving\nParty free of any obligation to keep it confidential; (c) is subsequently\ndisclosed to the Receiving Party by a third party who may rightfully\ntransfer and disclose such information without restriction and free of any\nobligation to keep it confidential; (d) is independently developed by the\nReceiving Party or a third party without reference to the Disclosing\nParty's Confidential Information; or (e) is required to be disclosed by the\nReceiving Party as a matter of law or by valid court or governmental agency\norder or request; provided that the Receiving Party shall use all\nreasonable efforts to provide the Disclosing Party with at least 10-days'\nprior written notice of such disclosure and the Receiving Party shall only\ndisclose that portion of the Confidential Information that is legally\nrequired to be furnished pursuant to the opinion of legal counsel of the\nReceiving Party, it being understood and acknowledged by FUSA that the\nCompany has disclosed, and shall continue to be permitted to disclose, the\nexistence of this Agreement in its filings with the Securities and Exchange\nCommission (and will file this Agreement as an exhibit to such filings),\nwithout requiring the Company to provide an opinion of legal counsel with\nrespect to any disclosures made pursuant to such filings.\n\n      Section 12.3 Equitable Relief. Each Party agrees that any unauthorized\nuse or disclosure of Confidential Information may cause immediate and\nirreparable harm to the Disclosing Party for which money damages may not\nconstitute an adequate remedy. In that event, each Party agrees that\ninjunctive relief may be warranted in addition to any other remedies the\nDisclosing Party may have.\n\n      Section 12.4 Disposition of Confidential Information. Upon either\nParty's demand, or upon the termination or expiration of this Agreement,\nthe Parties shall comply with each other's reasonable instructions\nregarding the disposition of Confidential Information, which instructions\nmay include the prompt return or destruction of any and all Confidential\nInformation, without the retention of any copies or reproductions thereto.\nUpon the request of either Party, such compliance shall be certified in\nwriting to the other Party, including a statement that no copies of\nConfidential Information have been kept.\n\n      Section 12.5 Use of Name. Except as necessary for its performance\nunder this Agreement or as required by law, neither party shall use the\nname of the other party, its affiliates or subsidiaries in connection with\nany representation, publication or advertisement, or make any public\nstatement relating to the other party, its affiliates or subsidiaries,\nwithout the prior full disclosure of same to the other party and the prior\nwritten consent of the other party.\n\n      Section 12.6 Survival of Obligations. The obligations set forth in\nthis Article XI shall survive the termination of this Agreement for a\nperiod of two years.\n\n                                ARTICLE XIII\n                             DISPUTE RESOLUTION\n\n      Any dispute, controversy, claim or disagreement between the Parties\narising from, relating to or in connection with this Agreement, any\nagreement, certificate or other document referred to herein or delivered in\nconnection herewith or the relationships of the parties hereunder or\nthereunder, including questions regarding the interpretation, meaning or\nperformance of this Agreement, and including claims based on contract,\ntort, common law, equity, statute, regulation, order or otherwise (a\n\"Dispute\") shall be resolved in accordance with Schedule C.\n\n                                ARTICLE XIV\n                               MISCELLANEOUS\n\n      Section 14.1 Rights of First Offer and First Refusal. Except as\notherwise expressly provided herein, during the Initial Term and any\nRenewal Term of this Agreement, FUSA shall have the right of first offer\nand the right of first refusal with respect to the performance and\nprovision of the credit card services contemplated by this Agreement,\nincluding, without limitation, the right of first offer and the right of\nfirst refusal with respect to the offering, review and processing of all\nCredit Card applications generated by the Company through any marketing\nprogram, including, without limitation, through any Company Phone Services.\n\n      Section 14.2 Records. (a) During the Initial Term and any Renewal Term\nof this Agreement, FUSA shall maintain accurate records with respect to all\nAccounts established pursuant to this Agreement and copies of all documents\nand other material related to FUSA's obligations to the Company under this\nAgreement. Within 10 days of the Company's written request to FUSA, the\nCompany, by its duly authorized agents and representatives, shall have the\nright to inspect such records, documents and material from time to time\nduring ordinary business hours and to make copies of such records,\ndocuments and other materials, subject to (i) such security procedures as\nFUSA may reasonably impose and (ii) such limitations as may be required\nunder applicable rules, regulations or statutes governing the conduct of\nFUSA's business; provided, however, that FUSA shall have no obligation to\ndisclose to the Company, and the Company shall not have any right to\ninspect or copy, or any other right of access to, any FUSA Customer\nFinancial Information or any records, documents or other material subject\nto FUSA's corporate privacy policy, except with respect to any disclosure\nrequired by any regulatory agency with jurisdiction over the Company.\n\n      (b) During the Initial Term and any Renewal Term of this Agreement,\nthe Company shall keep full and accurate books of account and copies of all\ndocuments and other material related to the Company's obligations to FUSA\nunder this Agreement at the Company's principal office. Within 10 days of\nFUSA's written request to the Company, FUSA, by its duly authorized agents\nand representatives, shall have the right to audit such books, documents\nand other material from time to time and shall have access thereto during\nordinary business hours, and shall be at liberty to make copies of such\nbooks, documents and other material, subject to (i) such security\nprocedures as the Company may reasonably impose and (ii) such limitations\nas may be required under applicable rules, regulations or statutes\ngoverning the conduct of the Company's business; provided, however, that\nthe Company shall have no obligation to disclose to FUSA, and FUSA shall\nnot have the right to audit, or any other right of access thereto any\ninformation, records, documents or other material subject to the Company's\ncorporate privacy policy, except with respect to any disclosure required by\nany regulatory agency with jurisdiction over FUSA.\n\n      Section 14.3 Non-Competition. Except as otherwise expressly provided\nin this Agreement, with respect to all Accounts established pursuant to\nthis Agreement, the Company agrees that neither the Company nor any entity\nthat the Company controls shall by itself or in conjunction with others,\ndirectly or indirectly, during the Initial Term or any Renewal Term of this\nAgreement, and for a period of one year following the expiration or earlier\ntermination of this Agreement, for any reason specifically target any offer\nof a credit or charge card or credit or charge card related product to any\ncardmember possessing an Account, which offer the Company does not also\nsimultaneously make to all Company Customers.\n\n     Section 14.4 Personnel. Each Party shall provide appropriately trained\nand experienced dedicated personnel to support the success of the Program\nand perform its obligations under this Agreement in a commercially\nreasonable manner, and FUSA further shall provide personnel support, the\nnature and level of which shall be at FUSA's sole discretion. Nothing in\nthis Agreement shall be construed to create an employment relationship\nbetween either of the Parties and employees of the other Party, and each\nParty shall comply with all laws, statutes, rules, regulations,\nadministrative orders and applicable judicial decisions relating to\ninsurance, hours at labor, wages, working conditions and other\nemployer-employee related subjects.\n\n      Section 14.5 Notices. Unless otherwise specifically provided in this\nAgreement, every notice or other communications required or permitted under\nthis Agreement shall be valid only if in writing and shall be delivered\neither by personal delivery; by facsimile, telegram, mailgram or telecopy;\nby nationally recognized overnight courier service; or by certified or\nregistered mail, return receipt requested, addressed as follows:\n\n            If to FUSA, to:\n\n                  FIRST USA BANK, N.A.\n                  Three Christina Centre\n                  201 North Walnut Street\n                  Wilmington, DE  19801\n                  Attention:  Kurt Campisano\n\n                  Senior Vice President\n                  Fax. No. (302) 282-2014\n\n                  with a copy to:\n                  General Counsel\n                  Fax No. (302) 884-8361\n\n            If to the Company, to:\n\n                  PRICELINE.COM INCORPORATED\n                  Five High Ridge Park\n                  Stamford, CT  06905\n                  Attention:  Jim Accomando\n                              Senior Vice President\n                  Fax No. (203) 595-0160\n\n                  with a copy to:\n                  General Counsel\n                  Fax No. (203) 595-8345\n\n\n\nor to such other person or address as either Party shall have previously\ndesignated to the other by written notice given in the manner set forth\nabove. With respect to any notice that requires a response in 10 or fewer\nbusiness days, such notice shall be sent by hand delivery, facsimile,\novernight courier or telecopy only. Notices shall be deemed given (a) one\nday after sent if sent by facsimile, telegram, mailgram, telecopy or by\novernight courier; (b) upon printed confirmation of delivery to the correct\nfacsimile number if sent by facsimile; (c) when delivered and receipted for\nif hand delivered; or (d) when receipted for (or upon the date of attempted\ndelivery when delivery is refused) if sent by certified or registered mail,\nreturn receipt requested.\n\n      Section 14.6 Entire Agreement; Amendment. This Agreement, including the\nExhibits and Schedules hereto, constitutes the entire understanding between\nthe Parties with respect to the subject matter hereof and supersedes all\nprior written and oral proposals, understandings, agreements and\nrepresentations, all of which are merged herein. No amendment to or\nmodification of this Agreement shall be effective unless in writing and\nexecuted by both Parties.\n\n      Section 14.7 Non-Waiver of Default. The failure of either Party to\ninsist, in any one or more instances, on the performance of any term or\ncondition of this Agreement shall not be construed as a waiver or\nrelinquishment of any rights granted hereunder or of the future performance\nof any such term or condition, and the obligations of the non-performing\nParty with respect thereto shall continue in full force and effect.\n\n      Section 14.8 Relationship. Nothing in this Agreement is intended to or\nshall be construed to constitute or establish an agency, joint venture,\npartnership or fiduciary relationship between the Parties, and neither\nParty shall have the right or authority to act for or on behalf of the\nother Party.\n\n      Section 14.9 Severability. In the event that any term, provision or\nrestriction of this Agreement, or any Exhibit or Schedule hereto, shall,\nfor any reason, be deemed to be invalid, void or unenforceable, the\nremaining provisions, terms and restrictions of this Agreement and such\nExhibits and Schedules shall remain in full force and effect and shall in\nno way be affected, impaired or invalidated.\n\n      Section 14.1 Governing Law. This Agreement shall be governed by,\ninterpreted under and construed and enforced in accordance with, the laws\nof the State of Delaware, without giving effect to any conflicts of law\nprinciples thereof.\n\n      Section 14.1 Assignment. Neither Party may assign this Agreement\nwithout the prior written consent of the other Party; provided, however,\nthat either Party may assign this Agreement, and all of its rights and\nobligations hereunder, to a parent, subsidiary or affiliate of such Party\nwithout the prior written consent of the other Party.\n\n      Section 14.1 Further Assurances. Each Party agrees to take, or cause\nto be taken, all such further or other actions as may be reasonably\nnecessary to make effective, consummate or perform the undertakings and\nobligations contemplated by this Agreement.\n\n      Section 14.1 Headings. The headings used in this Agreement are for\nconvenience only and are not be construed to have any legal significance.\n\n      Section 14.1 Public Statements. Except as may be required by law,\nregulation or any governmental authority or as otherwise expressly\npermitted pursuant to Section 12.2, neither the Company nor any of its\naffiliates or their representatives shall issue a press release or make any\npublic statement, announcement or disclosure to any third party regarding\nthe existence of this Agreement, the terms hereof or the transactions\ncontemplated hereby without the prior written consent of FUSA.\n\n\n                          [Execution page follows]\n\n\n\n\n      IN WITNESS WHEREOF, the Parties have duly executed this Agreement as\nof the day and year first above written.\n\n\n                                    PRICELINE.COM INCORPORATED\n\n\n                                    By:  \/s\/ Jay S. Walker \n                                       -------------------------------- \n                                       Name:  Jay S. Walker\n                                       Title: Vice Chairman\n\n\n                                    FIRST USA BANK, N.A.\n\n\n                                    By: \/s\/ Kurt M. Campisano  \n                                       -------------------------------\n                                       Name:  Kurt M. C ampisano\n                                       Title: Senior Vice President\n\n\n\n\n                                                                 SCHEDULE A\n\n\n                                DEFINITIONS\n\n      \"AAA\" shall mean the American Arbitration Association.\n\n      \"AAA Rules\" shall have the meaning set forth in Paragraph 4(b) of\nSchedule C.\n\n      \"Account Origination Fee\" shall have the meaning set forth in\nParagraph 1 of Schedule B.\n\n      \"Account Reactivation Fee\" shall have the meaning set forth in\nParagraph 10 of Schedule B.\n\n      \"Accounts\" shall have the meaning set forth in Section 6.1.\n\n      \"Acquisition Balance Transfer Commission\" shall have the meaning\nset forth in Paragraph 7 of Schedule B.\n\n      \"Acquisition Bonus Payment\" shall have the meaning set forth in\nParagraph 4 of Schedule B.\n\n      \"Agreement\" shall mean this Interactive Marketing Agreement, dated as\nof the day and year first above written, by and between the Company and\nFUSA, as the same may be amended from time to time.\n\n      \"Application Volume\" shall have the meaning set forth in\nParagraph 3 of Schedule B.\n\n      \"Arbitrators\" shall have the meaning set forth in Paragraph 4(c)\nof Schedule C.\n\n      \"Balance Transferring Account\" shall have the meaning set forth\nin Paragraph 4 of Schedule B.\n\n      \"Basic Qualifications\" shall have the meaning set forth in\nParagraph 4(c) of Schedule C.\n\n      \"Claim Notice\" shall have the meaning set forth in Section 11.3.\n\n      \"Company\" shall mean priceline.com Incorporated, a Delaware\ncorporation.\n\n      \"Company Customers\" shall have the meaning set forth in the\nRecitals.\n\n      \"Company Direct Promotions\" shall have the meaning set forth in\nSection 3.1.\n\n      \"Company Marks\" shall have the meaning set forth in Section 3.4.\n\n      \"Company Phone Services\" shall have the meaning set forth in the\nRecitals.\n\n      \"Company Services\" shall have the meaning set forth in the Recitals.\n\n      \"Company Site(s)\" shall have the meaning set forth in the Recitals.\n\n      \"Company-Sourced Account\" shall have the meaning set forth in\nParagraph 1 of Schedule B.\n\n      \"Company-Sourced Account Portfolio\" shall have the meaning set forth\nin Paragraph 2 of Schedule B.\n\n      \"Competitive Opportunities\" shall have the meaning set forth in\nSection 5.6.\n\n      \"Confidential Information\" shall have the meaning set forth in\nSection 12.1.\n\n      \"CPA\" shall mean the \"cost per account\", which, for the Company, is\nmeasured by dividing the total cost of acquiring a given tranche of\nCompany-Sourced Accounts by the total number of Company Sourced Accounts in\nsuch tranche.\n\n      \"Credit Card(s)\" shall have the meaning set forth in the Recitals.\n\n      \"Customer Data\" shall have the meaning set forth in Section 6.2.\n\n      \"Disclosing Party\" shall have the meaning set forth in Section 12.1.\n\n      \"Dispute\" shall have the meaning set forth in Article XIII.\n\n      \"Effective Date\" shall mean the date upon which a FUSA Credit Card is\nfirst offered by the Company to any Company Customer, which offer shall be\nmade by the Company as soon as reasonably practicable following the\nexecution of this Agreement.\n\n      \"Fees\" shall have the meaning set forth in Section 5.1.\n\n      \"FUSA\" shall mean First USA Bank, N.A., a national banking association.\n\n      \"FUSA Customer Financial Information\" shall mean information\nsubmitted by a Company Customer or any other customer (each a \"Customer\")\nwhich FUSA has acquired from a third party (other than the Company)\nreflecting FUSA's or any of its affiliates transactions with a customer or\nwhich is otherwise generated or developed by FUSA, to the extent that such\ninformation relates to (a) such Customer's application for a FUSA Credit\nCard, (b) credit bureau data and other information or analysis used to\ndetermine whether such Customer will be issued a FUSA Credit Card, (c) the\ncredit limit for any FUSA Credit Card issued to a Customer, (d) FUSA's\ninternal credit scoring with respect to such Customer usage history (other\nthan usage related to the Company's services), (e) such Customer's\ntransaction and payment history, (f) FUSA's internal profitability\nanalysis, (g) FUSA's pricing strategies, (h) FUSA's marketing and incentive\nstrategies, (i) customer service and customer dispute information, (j) any\nother aspects of FUSA's credit card business or any other services provided\nby FUSA or any affiliate (whether under this Agreement or otherwise) and\n(k) any other similar information with respect to Customers or FUSA's\nCredit Card business, including, without limitation, any information\nderived or generated from, or related to, any such Customer or FUSA\ninformation.\n\n      \"FUSA Marks\" shall have the meaning set forth in Section 4.3.\n\n      \"FUSA Wallet\" shall mean an electronic wallet to be branded by FUSA\nor its wallet partners, as FUSA may determine from time to time.\n\n      \"Incident Rate\" shall have the meaning set forth in Paragraph 4 of\nSchedule B.\n\n      \"Indemnified Party\" shall have the meaning set forth in Section 11.3.\n\n      \"Indemnifying Party\" shall have the meaning set forth in Section 11.3.\n\n      \"Initial Term\" shall have the meaning set forth in Section 10.1.\n\n      \"Level 1 Dispute Review\" shall have the meaning set forth in\nParagraph 1 of Schedule C.\n\n      \"Level 1 Dispute Termination Date\" shave have the meaning set\nforth in Paragraph 2 of Schedule C.\n\n      \"Level 2 Dispute Review\" shall have the meaning set forth in\nParagraph 2 of Schedule C.\n\n      \"Level 2 Dispute Termination Date\" shall have the meaning set forth\nin Paragraph 3 of Schedule C.\n\n      \"Messages\/Inserts\" shall have the meaning set forth in Section\n4.4.\n\n      \"Minimum Fee\" shall have the meaning set forth in Paragraph 3 of\nSchedule B.\n\n      \"New Product(s)\" shall have the meaning set forth in Section 7.3.\n\n      \"Nominal Account\" shall have the meaning set forth in Paragraph 2 of\nSchedule B.\n\n      \"NPV\" shall mean the Present Value of the Pro Forma Vintage Profit\nand Loss Statement, less the CPA, using FUSA's prevailing discount rate\nacross FUSA's business.\n\n      \"NPV\/CPA Ratio\" shall mean the ratio obtained by dividing the NPV of\na given tranche of Company-Sourced Accounts by the CPA of the same tranche\nof Company-Sourced Accounts.\n\n      \"Other Credit Cards\" shall have the meaning set forth in Section\n6.1.\n\n      \"Panel\" shall have the meaning set forth in Paragraph 4(c) of\nSchedule C.\n\n      \"Party\" shall mean each of FUSA and the Company and, taken together,\nthe \"Parties\".\n\n      \"Portfolio Balance Transfer Commission\" shall have the meaning\nset forth in Paragraph 8 of Schedule B.\n\n      \"Present Value\" shall mean the calculation of the present value of\nthe Pro Forma Vintage Profit and Loss Statement, using FUSA's prevailing\ndiscount rate across FUSA's business.\n\n      \"Pro Forma Vintage Profit and Loss Statement\" shall mean the pro\nforma profit and loss statement of the Program with respect to a given\ntranche of similar-aged Accounts, as such statement is calculated and\nprepared by FUSA.\n\n      \"Program\" shall have the meaning set forth in Article II.\n\n      \"Rate of Return Shortfall Remedial Period\" shall have the meaning set\nforth in Paragraph 2 of Schedule B.\n\n      \"Reactivated Account\" shall have the meaning set forth in\nParagraph 10 of Schedule B.\n\n      \"Receiving Party\" shall have the meaning set forth in Section 12.1.\n\n      \"Renewal Terms\" shall have the meaning set forth in Section 10.1.\n\n      \"ROO\" shall have the meaning set forth in shall Section 5.6.\n\n      \"Usage Fee\" shall have the meaning set forth in Paragraph 6 of\nSchedule B.\n\n      \"Value-Added Payment\" shall have the meaning set forth in Paragraph\n5 of Schedule B.\n\n\n\n                                                                 SCHEDULE B\n\n                                    FEES\n\n                  During the Initial Term and any Renewal Term of this\nAgreement, FUSA agrees to pay to the Company the following Fees, in\naccordance with the terms of the Agreement and this Schedule B:\n\n      1. Account Origination Fees. Subject to Paragraphs 2 and 3 of this\nSchedule B, FUSA shall pay to the Company a $[**] fee (the \"Account\nOrigination Fee\") for every FUSA Account opened for which (a) the\napplication was generated by marketing programs conducted through the\nCompany Services and (b) at least one statement with a balance due has been\nsent to the Company Customer for such Account (each, a \"Company-Sourced\nAccount\"). Such payments shall be made in accordance with the provisions of\nSection 5.3.\n\n      2.  Nominal Accounts. In the event that FUSA, from time to time at\nany time after the Effective Date, makes a good faith determination that\nAccount Origination Fees payable to the Company with respect to any\nCompany-Sourced Account (a) (i) initially statemented with a balance of\nless than $[**] or (ii) for which the Company Customer has paid in full the\namount due on the initial statement and (b) that is not used again for a\nperiod of three months immediately following the cutoff date of the initial\nstatement for such Company-Sourced Account (each such account described in\nsubsection (a)(i) or (ii) and (b) hereof, a \"Nominal Account\"), are\nadversely affecting the profitability to FUSA of the portfolio of\nCompany-Sourced Accounts (the \"Company-Sourced Account Portfolio\") such\nthat the ROO, as measured by FUSA, falls below 3% or the NPV\/CPA Ratio, as\nmeasured by FUSA, falls below the NPV\/CPA Ratio of Competitive\nOpportunities, FUSA shall so notify the Company in writing. The Company\nshall have 30 days (the \"Rate of Return Shortfall Remedial Period\") from\nreceipt of such notice to implement remedial program(s) in order to reduce\nthe number of Nominal Accounts and to increase the ROO and the NPV\/CPA\nRatio. If, (i) after expiration of 60 days from the implementation of any\nsuch remedial program or (ii) after expiration of the Rate of Return\nShortfall Remedial Period in the event that no such remedial program is\nimplemented, the ROO has not increased to 3% or the NPV\/CPA Ratio is not\ngreater than or equal to the NPV\/CPA Ratio of Competitive Opportunities,\nthe Parties shall in good faith, and within 30 days thereafter, negotiate a\nreasonable modification to the Account Origination Fee or other\nmodification to the Fees going forward such that the ROO and the NPV\/CPA\nRatio are at acceptable levels. If such Fee modification(s) is not mutually\nagreed to within such 30-day period, FUSA shall have the right, in FUSA's\nsole discretion, to terminate this Agreement in accordance with Section\n10.6.\n\n      3.  Application Volume. (a) In the event that the Company generates\nat least [**] completed and valid Account applications, net of\nduplications, for no-fee, unsecured Credit Cards per calendar quarter for\nreview by FUSA (the \"Application Volume\") but FUSA does not approve at\nleast 50% of such applications, the total amount owed to the Company in\nAccount Origination Fees under Paragraph 1 of this Schedule B for such\ncalendar quarter shall be calculated to equal the amount that would have\nbeen payable to the Company if 50% of such applications had been approved\nby FUSA and had resulted in Company-Sourced Account (the \"Minimum Fee\"). In\nthe event of such occurrence, FUSA agrees to use commercially reasonable\nefforts subsequently to increase its credit approval rates, including,\nwithout limitation, through more detailed review and scoring of Account\napplications.\n\n\n-------------\n[**] = Confidential treatment requested for redacted portion.\n\n      (b) If the Company does not achieve the Application Volume for any\ncalendar quarter, the Company shall not be entitled to the Minimum Fee\nprovided for in Paragraph 3(a) of this Schedule B for the subsequent\ncalendar quarter. If the Company fails to achieve the Application Volume\nfor two or more consecutive calendar quarters or if the ROO falls below 3%,\nFUSA shall have the right to eliminate the 50% application approval\nthreshold and related Minimum Fee provision set forth in Paragraph 3(a) of\nthis Schedule B for all quarterly periods thereafter; provided, however,\nthat FUSA's exercise of such right shall simultaneously relieve the Company\nof its preference and first refusal obligations to FUSA set forth in this\nAgreement.\n\n      (c) Notwithstanding the foregoing, FUSA shall be solely responsible\nfor all approval and other credit decisions relating to the applications\nsourced by the Company, and nothing set forth herein shall be deemed to\nrequire FUSA to make any approval or credit decision that is not consistent\nwith FUSA's normal credit approval standards and safe and sound banking\npractices.\n\n      4.  Acquisition Bonus Payment. In addition to any other payment to\nwhich the Company is entitled under this Agreement, FUSA shall pay to the\nCompany a $[**] bonus (the \"Acquisition Bonus Payment\") for every\nCompany-Sourced Account as to which the Account obligor has transferred,\nfrom any source, an outstanding balance for payment due (a \"Balance\nTransferring Account\"); provided, however, that (a) the Company shall not\nbe entitled to any such Acquisition Bonus Payment unless and until the\npercentage found by dividing (i) the total number of Balance Transferring\nAccounts over the previous 12 consecutive billing cycles by (ii) the total\nnumber of Company-Sourced Accounts over such previous 12 consecutive\nbilling cycles (the \"Incident Rate\"), is greater than or equal to 40% and\n(b) the Acquisition Bonus Payment shall only be paid with respect to the\nnumber of Balance Transferring Accounts that exceed such 40% Incident Rate.\n\n      5.  Value-Added Payment. In addition to any other payment the Company\nis entitled to under this Agreement, FUSA shall make to the Company a\npayment of $[**] (a \"Value-Added Payment\") for every approved Account\napplication at the time such Account application is approved by FUSA. Such\nValue-Added Payment shall be paid to the Company in lieu of the Usage Fee\notherwise payable (pursuant to Paragraph 6 of this Schedule B) for the\nfirst 12 billing cycles after any such Company-Sourced Account is opened;\nprovided, however, that the Company shall be entitled to such Value-Added\nPayment only with respect to the first five-million Accounts opened during\nthe term of this Agreement; and provided further that if, after Value-Added\nPayments have been made by FUSA for the first one-million Accounts, FUSA\ndetermines that such Value-Added Payments have resulted in a ROO of less\nthan 3% or an NPV\/CPA Ratio that is below the NPV\/CPA Ratio of Competitive\nOpportunities, FUSA may pay to the Company, in lieu of such Value-Added\nPayment, a Usage Fee (calculated in accordance with Paragraph 6 of this\nSchedule B) with respect to the remaining four-million Accounts for which a\nValue-Added Payment would have been earned but for this proviso.\n\n\n--------------\n[**] = Confidential treatment requested for redacted portion.\n\n      6.  Usage Fee. In addition to any other payment the Company is\nentitled to under this Agreement, the Company shall be paid a fee (a \"Usage\nFee\") for every Company-Sourced Account equal to, (a) if the net retail\npurchases for such period are equal to or less than $1,000 for such\nAccount, 0.50% of the net retail purchases made and statemented every 12\nbilling cycles on each Company-Sourced Account or, (b) if the net retail\npurchases for such period on such Company-Sourced Account exceed $1,000, an\namount equal to the sum of (i) $[**] plus (ii) [**]% of the net retail\npurchases made and statemented every 12 billing cycles for such\nCompany-Sourced Account, to the extent such net retail purchases exceed\n$1,000 for such Account. FUSA shall pay Usage Fees to the Company quarterly\nand shall pay such fees within 15 days of the end of each calendar quarter\nwith respect to such calendar quarter, in accordance with the terms of\nArticle V. Notwithstanding the foregoing, with respect to any Account for\nwhich the Company receives a Value-Added Payment, FUSA shall not be\nrequired to pay to the Company any Usage Fee for the first 12 billing\ncycles after such Account is opened.\n\n      7.  Acquisition Balance Transfer Commission. In addition to any other\npayment the Company is entitled to receive under this Agreement, FUSA shall\npay to the Company a commission (an \"Acquisition Balance Transfer\nCommission\") equal to the sum of (a)[**]% of all balance dollars\ntransferred to Balance Transferring Accounts at non-introductory rates, not\nto exceed $[**] balance dollars transferred per Account per annum, and (b)\nan amount equal to[**]% of the amount that is (i) the difference between\nthe actual Incident Rate (expressed as a percentage) and [**]% (which\nnumber shall never be less than zero), multiplied by (ii) the total number\nof balance dollars transferred; provided, however, that in calculating such\namount of balance dollars transferred, the maximum number of balance\ndollars transferred to be counted for any Account shall not exceed $[**].\n\n      8.  Portfolio Balance Transfer Commission. In addition to any other\npayment the Company is entitled to receive under this Agreement, FUSA shall\npay the Company a commission (a \"Portfolio Balance Transfer Commission\")\nequal to [**]% of all balance dollars transferred to any FUSA account\n(whether or not such account was sourced by the Company) at\nnon-introductory rates, which balance transfer the Company has marketed and\nsourced, it being understood and agreed to by the Parties that the Company\nshall not be entitled to any Portfolio Balance Transfer Commission with\nrespect to any balance transfers sourced by FUSA to any account, including,\nwithout limitation, any Company-Sourced Account; provided that such\nPortfolio Balance Transfer Commission shall be paid only (a) if such\nbalance dollars transferred equal or exceed $[**] per account per annum and\n(b) in no event with respect to more than $[**] balance dollars transferred\nper account per annum; and provided further that no Portfolio Balance\nTransfer Commission shall be paid with respect to any balance transfer for\nwhich the Company receives an Acquisition Balance Transfer Commission.\n\n\n\n--------------- [**] = Confidential treatment requested for redacted portion.\n\n      9.  Balance Retention Bonus. In addition to any other payment to\nwhich the Company is entitled under this Agreement, with respect any\nCompany-Sourced Account that has remained open and available for charging\nactivity for 12 billing cycles from such Company-Sourced Account's initial\nbilling statement, FUSA shall pay to the Company a one-time \"Balance\nRetention Bonus\" equal to [**]% of the amount by which the actual balance\nremaining on such Account at the end of such 12-month period exceeds 80% of\nthe highest balance reached at any time on such account during such prior\n12-month period.\n\n      10. Account Reactivation Fee. FUSA shall pay the Company an \"Account\nReactivation Fee\" for every FUSA account that the Company causes to be\nreactivated if such reactivated account (a) had been dormant, i.e., had\ngenerated no debit-based statement, during the six months immediately prior\nto reactivation and (b) reaches billing activity of $1,000 or more, in the\naggregate, at any time during the first six billing cycles immediately\nfollowing reactivation (a \"Reactivated Account\"). The Account Reactivation\nFee shall be equal to (i) $[**] for every Reactivated Account that had been\ndormant for 13 or more consecutive billing cycles immediately prior to\nreactivation, (ii) $[**] for every Reactivated Account that had been\ndormant for no fewer than nine and no more than 12 of the consecutive\nbilling cycles immediately prior to reactivation and (iii) $[**] for every\nReactivated Account that had been dormant for no fewer than six and no more\nthan eight consecutive billing cycles immediately prior to reactivation. To\nthe extent that any Reactivation Account also qualifies the Company to\nreceive a Portfolio Balance Transfer Commission pursuant to Paragraph 8 of\nthis Schedule B, the Company shall be entitled to receive the greater of\nthe Account Reactivation Fee and the Portfolio Balance Transfer Commission,\nbut not both.\n\n------------- [**] = Confidential treatment requested for redacted portion.\n\n\n\n                                                                 SCHEDULE C\n\n\n                             DISPUTE RESOLUTION\n\n      1. Level 1 Dispute Review. Upon the written request of either Party,\nthe Company and FUSA shall each appoint a designated representative whose\ntask shall be to meet the other Party's designated representative (by\nconference telephone call or in person at a mutually agreeable site) in an\nendeavor to resolve any Dispute (\"Level 1 Dispute Review\"). The designated\nrepresentatives shall meet as often as the parties reasonably deem\nnecessary to discuss the Dispute and negotiate in good faith in an effort\nto resolve the Dispute without the necessity of any formal proceeding.\n\n      2. Level 2 Dispute Review. If resolution of the Dispute cannot be\nresolved within the earlier of (a) 15 days from the first Level 1 Dispute\nReview meeting and (b) such time as when either Party gives the other\nwritten notice of an impasse (\"Level 1 Dispute Termination Date\"), a chief\nexecutive officer (or a functional equivalent) of each of the Company and\nFUSA shall meet (by conference telephone call or in person at a mutually\nagreeable site) within 72 hours after the Level 1 Dispute Termination Date\nfor the purpose of resolving such unresolved Dispute (\"Level 2 Dispute\nReview\").\n\n      3. Submission of Dispute to Mediation. If the Parties are unable to\nresolve the Dispute within a reasonable period after commencement of the\nLevel 2 Dispute Review, the Parties shall give each other written notice of\nthe existence of a continuing impasse (the date on which both Parties are\nin receipt of such notice, the \"Level 2 Dispute Termination Date\") and\nshall thereafter immediately submit the Dispute to mediation in accordance\nwith the Commercial Mediation Rules of the AAA and shall bear equally the\ncosts of the mediation. The Parties will act in good faith to jointly\nappoint a mutually acceptable mediator, seeking assistance in such regard\nfrom the AAA within 15 days of the Level 2 Termination Date. The Parties\nagree to participate in good faith in the mediation and negotiations\nrelated thereto for a period of 30 days commencing with the selection of\nthe mediator and any extension of such period as mutually agreed to by the\nParties.\n\n      4. Arbitration. (a) If the Parties cannot agree to a mediator within\n15 days of the Level 2 Dispute Termination Date or if the Dispute is not\nresolved within 30 days after the beginning of the mediation and any\nextension of such periods as mutually agreed to by the Parties, the Dispute\nshall be submitted to, and finally determined by, binding arbitration in\naccordance with the following provisions of this Schedule, regardless of\nthe amount in controversy or whether such Dispute would otherwise be\nconsidered justiciable or ripe for resolution by a court or arbitration\npanel.\n\n            (b) Any such arbitration shall be conducted by the AAA in\naccordance with its current Commercial Arbitration Rules (the \"AAA Rules\"),\nexcept to the extent that the AAA Rules conflict with the provisions of\nthis Schedule, in which event the provisions of this Schedule shall\ncontrol.\n\n            (c) The arbitration panel (the \"Panel\") shall consist of three\nneutral arbitrators (\"Arbitrators\"), each of whom shall be an attorney\nhaving five or more years experience in the primary area of law as to which\nthe Dispute relates, and shall be appointed in accordance with the AAA\nRules (the \"Basic Qualifications\").\n\n            (d) Should an Arbitrator refuse or be unable to proceed with\narbitration proceedings as called for by this Schedule, a substitute\nArbitrator possessing the Basic Qualifications shall be appointed by the\nAAA. If an Arbitrator is replaced after the arbitration hearing has\ncommenced, then a rehearing shall take place in accordance with the\nprovisions of this Schedule and the AAA Rules.\n\n            (e) The arbitration shall be conducted in Wilmington, Delaware;\nprovided that the Panel may from time to time convene, carry on hearings,\ninspect property or documents and take evidence at any location that the\nPanel deems appropriate.\n\n            (f) The Panel may, in its discretion, order a pre-exchange of\ninformation, including production of documents, exchange of summaries of\ntestimony or exchange of statements of position, and shall schedule\npromptly all discovery and other procedural steps and otherwise assume case\nmanagement initiative and control to effect an efficient and expeditious\nresolution of the Dispute.\n\n            (g) At any oral hearing of evidence in connection with any\narbitration conducted pursuant to this Schedule, each Party and its legal\ncounsel shall have the right to examine its witnesses and to cross-examine\nthe witnesses of the other party. No testimony of any witness shall be\npresented in written form unless the opposing party shall have the\nopportunity to cross-examine such witness, except as the parties otherwise\nagree in writing and except under extraordinary circumstances where, in the\nopinion of the Panel, the interests of justice require a different\nprocedure.\n\n            (h) Within 15 days after the closing of the arbitration\nhearing, the Panel shall prepare and distribute to the parties a written\naward, setting forth the Panel's findings of facts and conclusions of law\nrelating to the Dispute, including the reasons for the giving or denial of\nany requested remedy or relief. The Panel shall have the authority to award\nany remedy or relief that a court of competent jurisdiction could order or\ngrant and shall award interest on any monetary award from the date that the\nloss or expense was incurred by the successful party. In addition, the\nPanel shall have the authority to decide issues relating to the\ninterpretation, meaning or performance of this Agreement, any agreement,\ncertificate or other document referred to herein or delivered in connection\nherewith or the relationships of the parties hereunder or thereunder, even\nif such decision would constitute an advisory opinion in a court proceeding\nor if the issues would otherwise not be ripe for resolution in a court\nproceeding, and any such decision shall bind the parties in their\nperformance of this Agreement and such other documents.\n\n            (i) Except as necessary in court proceedings to enforce this\narbitration provision or an award rendered hereunder, or to obtain interim\nrelief, no party nor any arbitrator shall disclose the existence, content\nor results of any arbitration conducted hereunder without the prior written\nconsent of the other parties.\n\n            (j) To the extent that the relief or remedy granted in an award\nrendered by the Panel is relief or a remedy on which a court could enter\njudgment, a judgment upon the award rendered by the Panel may be entered in\nany court having jurisdiction thereof. Otherwise, the award shall be\nbinding upon the Parties in connection with their obligations under this\nAgreement and in any subsequent arbitration or judicial proceedings between\nthe Parties.\n\n            (k) The Parties agree to share equally the cost of any\narbitration, including the administrative fee, the compensation of the\narbitrators and the costs of any neutral witnesses or proof produced at the\ndirect request of the Panel.\n\n            (l) Notwithstanding the choice of law provision set forth in\nSection 14.10 of this Agreement, The Federal Arbitration Act, 9 U.S.C.\nss.ss.1 to 14, except as modified hereby, shall govern the enforcement of\nArticle XIII and this Schedule.\n\n            5. Recourse to Courts and Other Remedies. Notwithstanding the\nDispute resolution procedures contained in this Schedule, any Party may\napply to any court having jurisdiction (a) to enforce this Agreement to\narbitrate, (b) to seek provisional injunctive relief so as to maintain the\nstatus quo until the arbitration award is rendered or the Dispute is\notherwise resolved, (c) to avoid the expiration of any applicable\nlimitation period, (d) to preserve a superior position with respect to\nother creditors or (e) to challenge or vacate any final judgment, award or\ndecision of the Panel that does not comport with the express provisions of\nthis Schedule.\n\n            6. Attorneys' Fees. If any action, suit or proceeding is\ncommenced to establish, maintain or enforce any right or remedy under this\nAgreement, the party not prevailing therein shall pay, in addition to any\ndamages or other award, all reasonable attorneys' fees and litigation\nexpenses incurred therein by the prevailing party.\n\n            7. Affiliates. Each party hereto agrees that for purposes of\nArticle XIII and this Schedule, references to the Parties shall also\ninclude their respective controlled affiliates, who shall be subject to the\nDispute resolution procedures of Article XIII and this Schedule to the same\nextent as the Parties.\n\n\n\n                                                                 SCHEDULE D\n\n\n                                 LITIGATION\n\n\nSee attached.\n\n\n\nother federal or state laws. Such action could severely interfere with\nthe conduct of the priceline.com business.\n\n            LendingTree provides the mortgage brokerage services offered\nthrough the priceline.com home mortgage service on priceline.com's Web site\nand is responsible for maintaining the necessary and appropriate state\nregistrations and licenses associated with LendingTree's provision of those\nmortgage brokerage services. If a federal or state regulatory authority, or\nan aggrieved customer, should in the future claim that LendingTree has\nfailed to comply fully with applicable federal or state law requirements\npertaining to LendingTree's provision of mortgage brokerage services, the\npriceline.com home mortgage service could be materially and adversely\naffected and priceline.com may be unable to continue to make its home\nmortgage services Web site available, either to residents of affected\nstate(s) or on a national basis.\n\n Consumer Protection and Related Laws\n\n            All of priceline.com's services are subject to federal and\nstate consumer protection laws and regulations prohibiting unfair and\ndeceptive trade practices. Priceline.com is also subject to related \"plain\nlanguage\" statutes in place in many jurisdictions, which require the use of\nsimple, easy to read, terms and conditions in contracts with consumers.\n\n            Although there are very few laws and regulations directly\napplicable to the protection of consumers in an online environment, it is\npossible that legislation will be enacted in this area and could cover such\ntopics as permissible online content and user privacy, including the\ncollection, use, retention and transmission of personal information\nprovided by an online user. Furthermore, the growth and demand for online\ncommerce could result in more stringent consumer protection laws that\nimpose additional compliance burdens on online companies. Such consumer\nprotection laws could result in substantial compliance costs and interfere\nwith the conduct and growth of the priceline.com business.\n\n            Business Qualification Laws\n\n            Because priceline.com's service is available over the Internet\nin multiple states, and because it sells to numerous consumers resident in\nsuch states, such jurisdictions may claim that priceline.com is required to\nqualify to do business as a foreign corporation in each such state.\nPriceline.com is qualified to do business in a limited number of states,\nand failure by priceline.com to qualify as a foreign corporation in a\njurisdiction where it is required to do so could subject priceline.com to\ntaxes and penalties for the failure to so qualify and limit its ability to\nconduct litigation in such states.\n\n International Expansion\n\n            Priceline.com intends to explore opportunities for expanding\nthe priceline.com business into international markets. It is possible,\nhowever, that the priceline.com demand collection system will not be\nreadily adaptable to regulatory environments of certain foreign\njurisdictions. In addition, there are various other risks associated with\ninternational expansion. They include language barriers, unexpected changes\nin regulatory requirements, trade barriers, problems in staffing and\noperating foreign operations, changes in currency exchange rates,\ndifficulties in enforcing contracts and other legal rights, economic and\npolitical instability and problems in collection.\n\nLEGAL PROCEEDINGS\n\n            On January 6, 1999, priceline.com received notice that a third\nparty patent applicant and patent attorney, Thomas G. Woolston, purportedly\nhad filed in December 1998 with the United States Patent and Trademark\nOffice a request to declare an \"interference\" between a patent application\nfiled by Woolston describing an electronic market for used and collectible\ngoods and priceline.com's core buyer-driven commerce patent. Priceline.com\nhas received a copy of a Petition for Interference from Woolston, the named\ninventor in at least three United States Patent applications titled\n\"Consignment Nodes,\" one of which has issued as a patent (U.S. Patent\nNumber: 5,845,265). Priceline.com currently is awaiting information from\nthe Patent Office regarding whether it will initiate an interference\nproceeding concerning Woolston's patent application and priceline.com's\ncore buyer-driven commerce patent. An interference is an administrative\nproceeding instituted in the Patent Office to determine questions of\npatentability and priority of invention between two or more parties\nclaiming the same patentable invention. There is no statutory period within\nwhich the Patent Office must act on an interference request. If an\ninterference is declared and proceeds through a final hearing in the Patent\nOffice, a final judgment is made by the Patent Office as to inventorship.\nFollowing such final judgment, appeals could be made in Federal court.\nWhile there can be no certainty as to time periods, interference\nproceedings typically take years to resolve.\n\n            As a threshold to the initiation of an interference proceeding,\nWoolston must show that his patent application supports claims that he\ncopied from the priceline.com core buyer-driven commerce patent. In order\nto make this showing, he would have to prove, among other things, that he\ninvented the subject matter of the priceline.com claims before the\ninventors of the priceline.com patent. If the Patent Office were to find\nthat Woolston's patent application supported the copied priceline.com\nclaims, it would resolve the interference by awarding inventorship to the\nparty with the earliest proven date of invention. Woolston recently\nannounced an agreement to license his issued patent and pending patent\napplications to the owner of an Internet travel service that, according to\nsuch announcement, commenced on-line operations in the fourth quarter of\n1998 and purports to compete with priceline.com.\n\n            While the interference process is still at an early stage,\npriceline.com believes that it has meritorious defenses to Woolston's\nclaim, which it intends to pursue vigorously. Among other things,\npriceline.com believes that the Woolston patent application does not\ndisclose the inventions covered by the priceline.com patent claims.\nHowever, it is impossible to predict the outcome of an interference with\ncertainty. While Woolston claims to have an earlier invention date by a\nperiod of approximately sixteen months, the final decision as to priority\nof invention would be made by the Patent Office after considering facts\nprovided by each party during the interference proceeding. If an\ninterference is declared and thereafter resolved in favor of Woolston, such\nresolution could result in an award of some or all of the disputed patent\nclaims to Woolston. If, following such award, Woolston were successful in a\npatent infringement action against priceline.com, including prevailing over\nall defenses available to priceline.com such as those of non-infringement\nand invalidity, this could require priceline.com to obtain licenses from\nWoolston and pay damages from the date such patent issued at a cost which\ncould significantly adversely affect priceline.com's business. If Woolston\nprevailed in both an interference and an infringement action, then\npriceline.com could be enjoined from conducting business through the\npriceline.com service to the extent covered by the patent claims awarded to\nWoolston. In addition, defense of the interference action may be expensive\nand may divert management attention away from priceline.com's business.\n\n            On January 19, 1999, a lawsuit was filed in the United States\nDistrict Court for the Northern District of California by Marketel\nInternational, Inc., a California corporation, under the caption Marketel\nInternational Inc. v. Priceline.com et. al., No. C-99-1061 (N.D. CA 1999),\nagainst priceline.com, Priceline Travel, Walker Asset Management, Walker\nDigital, Mr. Jay S. Walker, priceline.com's Founder and Vice Chairman, and\nMr. Andre Jaeckle, an individual who made a $1 million loan to\npriceline.com bearing interest at a rate of 6% per year, and in connection\ntherewith, received warrants, which have subsequently been fully exercised,\nto purchase 62,500 shares of our common stock. On February 22, 1999,\nMarketel filed an amended and supplemental complaint. The amended complaint\nfiled by Marketel, which joins as defendants Mr. Timothy G. Brier, our\nExecutive Vice President, Travel, Mr. Bruce Schneier, an individual and\nconsultant to Walker Digital, and Mr. James Jorasch, an individual and\nemployee of Walker Digital, alleges causes of action for, among other\nthings, misappropriation of trade secrets, breach of contract, conversion,\nbreach of confidential relationship, copyright infringement, fraud, unfair\ncompetition, and false advertising, and seeks injunctive relief and damages\nin an unspecified amount. In its amended complaint, Marketel alleges, among\nother things, that the defendants conspired to misappropriate Marketel's\nbusiness model, which it describes as a buyer-driven electronic marketplace\nfor travel services and its appurtenant techniques, market research, forms,\nplans and processes, and which an executive of Marketel allegedly provided\nto Messrs. Walker and Jaeckle in confidence approximately ten years ago.\nThe amended complaint also alleges that three former Marketel employees are\nthe actual sole inventors or co-inventors of US patent No. 5794207, which\nwas issued on August 11, 1998 with Jay S. Walker, Bruce Schneier and James\nJorasch listed as the inventors and which patent has been assigned to\npriceline.com. Marketel asks that the patent's inventorship be corrected\naccordingly.\n\n            Based upon publicly available information, priceline.com\nbelieves that Marketel's fax and fee-based business was launched in 1991\nand ceased operations seven months later. Priceline.com's Internet-based\nmodel was independently developed by Walker Digital and priceline.com, and\npracticed by priceline.com starting in 1998. Based on publicly available\ninformation and Marketel's complaint, priceline.com understands that\nMarketel operated a fax-based travel information service which offered\nconsumers, travel agents and\/or consolidators the opportunity to purchase\nspecially printed forms. These forms, when accompanied by an additional\nnon-refundable fee, allowed prospective ticket buyers to fax to Marketel\ncredit-card guaranteed bids for airline travel at a bid price specified by\nthe buyer. Priceline.com believes that Marketel has not engaged in any\nregular commercial activities since ceasing operations in 1992. Based upon\npublicly available information, Marketel reactivated its active status as a\ncorporation by satisfying its back-due tax obligations to the State of\nCalifornia shortly after the filing of its complaint.\n\n            On February 5, and February 10, 1999, the defendants filed\ntheir answer and amended answer, respectively, to the amended complaint, in\nwhich they denied the material allegations of liability in the complaint.\nPriceline.com and all other defendants strongly dispute the material legal\nand factual allegations contained in Marketel's amended complaint and\nbelieve that the amended complaint is without merit. Priceline.com intends\nto defend vigorously against the action. Defending the law suit may involve\nsignificant expense and, due to the inherent uncertainties of litigation,\nthere can be no certainty as to the ultimate outcome. Pursuant to the terms\nof the indemnification obligations contained in the Purchaser and\nIntercompany Agreement with Walker Digital, Walker Digital has agreed to\nindemnify priceline.com for damages, liability and legal expenses incurred\nin connection with the Marketel litigation.\n\n            From time to time priceline.com has been and expects to\ncontinue to be subject to legal proceedings and claims in the ordinary\ncourse of business, including claims of alleged infringement of third party\nintellectual property rights by the company. Such claims, even if not\nmeritorious, could result in the expenditure of significant financial and\nmanagerial resources.\n\nEMPLOYEES\n\n            Currently, priceline.com has 194 full-time employees. In\naddition, through an Intercompany Agreement with Walker Digital\nCorporation, priceline.com receives a variety of services, including\nresearch and development, patent and other intellectual property services\nand technical support. Priceline.com also employs independent contractors\nto support its customer service and system support functions. See \"Certain\nTransactions.\"\n\n            Priceline.com has never had a work stoppage and its employees\nare not represented by any collective bargaining unit. It considers its\nrelations with its employees to be good. Priceline.com's future success\nwill depend, in part, on its ability to continue to attract, integrate,\nretain and motivate highly qualified technical and managerial personnel,\nfor whom competition is intense.\n\nFACILITIES\n\n            Priceline.com's executive, administrative and operating offices\nare located in approximately 35,000 square feet of leased office space\nlocated in Stamford, Connecticut. Priceline.com is subleasing this office\nspace from Walker Digital on a month-to-month basis. Priceline.com also has\nguaranteed Walker Digital's obligations under a lease of office space in\nNew York City that is used by both companies. Priceline.com anticipates\nthat it will require additional space within the next 12 months to\naccommodate its anticipated growth and that suitable office space will be\navailable on commercially reasonable terms.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6850],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9613,9619],"class_list":["post-42368","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-one-corp","corporate_contracts_industries-financial__banks","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\/42368","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=42368"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42368"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42368"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42368"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}