{"id":42380,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/internet-marketing-and-licensing-agreement-lendingtree-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"internet-marketing-and-licensing-agreement-lendingtree-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/internet-marketing-and-licensing-agreement-lendingtree-inc-and.html","title":{"rendered":"Internet Marketing and Licensing Agreement &#8211; LendingTree Inc. and Priceline.com Inc."},"content":{"rendered":"<pre>\n                  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR\n                 CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL\n                    PORTIONS HAVE BEEN FILED SEPARATELY WITH\n                     THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n               INTERNET MARKETING AND LICENSING AGREEMENT BETWEEN\n                LENDINGTREE, INC. AND PRICELINE.COM INCORPORATED\n\n\n         THIS INTERNET MARKETING AND LICENSING AGREEMENT (this \"Agreement\")\nbetween LendingTree, Inc., a Delaware corporation with its principal place of\nbusiness at 6701 Carmel Road, Suite 205, Charlotte, NC 28226 (\"LendingTree\"),\nand priceline.com Incorporated, a Delaware corporation with its principal place\nof business at Five High Ridge Park, Stamford, CT 06903 (\"Priceline\"). This\nAgreement shall be effective as of August 1, 1998 (the \"Effective Date\").\n\n                                   WITNESSETH:\n\n         WHEREAS, LendingTree has developed a multiple lender consumer loan\norigination software program and a web site, currently located at\nhttp:\/\/www.lendingtree.com, through which it acts as a mortgage loan broker or\nloan broker offering consumers the opportunity to obtain competitive loan offers\nfrom participating lenders in connection with various loan products, including\nmortgage loans, home equity lines of credit, credit cards, automobile loans and\nunsecured personal loans.\n\n         WHEREAS, Priceline has developed a web site, currently located at\nhttp:\/\/www.priceline.com, which markets various products and services using a\n\"name your price\" model. Priceline desires to make available to users of its web\nsite certain mortgage loan, home equity loan and home equity line of credit\nproducts.\n\n         WHEREAS, LendingTree desires to expand its distribution channel for its\nmortgage loan brokerage services via a co-branded web site hosted and marketed\nby Priceline which employs Priceline's \"name your price\" model.\n\n         NOW, THEREFORE, in consideration of the premises, the mutual covenants,\nagreements and respective representations and warranties contained herein, and\nother good and valuable consideration, the receipt and sufficiency of which are\nhereby acknowledged, the parties hereto agree as follows:\n\n1.       DEFINITIONS\n\n         1.1      \"Derivatives\" means (i) for copyrightable or copyrighted\n                  material, any translation, abridgment, revision, or other form\n                  in which such material may be recast, transformed, or adapted\n                  and any new material derived from such existing copyrightable\n                  material; (ii) for patentable or patented material, any\n                  improvement thereon; and (iii) for material or information\n                  which is confidential, proprietary or trade secret, any new\n                  material or information derived from such existing\n                  confidential, proprietary or trade secret material, including\n                  new material or information that are or may be protected by\n                  copyright, patent and\/or trade secret or similar laws, or\n                  agreements providing for non-disclosure of any of the\n                  foregoing.\n\n[**] = Confidential treatment has been requested for redacted portion.\n\n\n\n\n\n\n\n\n\n\n         1.2      \"Mortgage Content\" means software applications and content, in\n                  the form of various calculators and other interactive tools,\n                  as well as articles regarding consumer credit and mortgages,\n                  lender and product descriptions and other data, graphics, and\n                  material provided by LendingTree from time to time for\n                  incorporation into the Mortgage Web Pages.\n\n\n         1.3      \"Mortgage Loan\" means a loan made to a consumer borrower that\n                  is secured by a Mortgage, deed of trust or other lien on\n                  residential real property located in the United States of\n                  America, including but not limited to, a first mortgage loan,\n                  subordinate lien mortgage loan, home equity loan, and home\n                  equity line of credit.\n\n         1.4      \"Mortgage Web Pages\" means the area of the Priceline web site\n                  through which LendingTree will offer its mortgage brokerage\n                  services. The Mortgage Web Pages will be co-branded by the use\n                  of both parties' trademarks, tradenames, logos, or\n                  designations, as agreed to by the parties in accordance with\n                  the terms of this Agreement.\n\n         1.5      \"Net Revenue\" means the total of all revenue earned and\n                  received by LendingTree from lenders, including but not\n                  limited to transmission fees and loan origination fees, as a\n                  result of its mortgage brokerage services in operating the\n                  Mortgage Web Pages (\"Revenue\"), MINUS the actual cost of (i)\n                  credit scores and credit report fees incurred by LendingTree,\n                  and (ii) LendingTree's operation of a dedicated Mortgage Web\n                  Pages customer service center, [**] (items (i) and (ii) of\n                  this Section 1.5 being collectively referred to herein as the\n                  \"Revenue Deductions\"). The parties hereto acknowledge that in\n                  the start up of this relationship, there are likely to be\n                  delays in LendingTree's receipt of Revenue. As such, the\n                  parties intend and agree that any Revenue Deductions related\n                  to these delays will be carried forward and offset against\n                  Revenues received at a later date.\n\n         1.6      \"Priceline Name Your Price\/Conditional Purchase Model\" means\n                  the product distribution model utilized by Priceline on its\n                  web site under which a consumer identifies a specific price\n                  and terms under which he or she will purchase a product or\n                  service, and Priceline attempts to find a seller willing to\n                  sell the product or service to the consumer on the terms\n                  identified by the consumer. In the context of this Agreement\n                  and the Mortgage Web Pages, the term shall refer to a business\n                  model in which (i) a consumer identifies Mortgage Loan terms,\n                  including interest rate, points and loan term, under which he\n                  or she is willing to obtain a specified Mortgage Loan. To the\n                  extent permitted by applicable law, the Priceline Name Your\n                  Price\/Conditional Purchase Model may include the delivery to a\n                  lender by the consumer of a fee to be used by that lender to\n                  offset certain third party or other related costs or expenses,\n                  all or a part of which fee may be forfeited by the consumer if\n                  the loan fails to close due the substantial fault of the\n                  consumer. In addition, the Priceline Name Your\n                  Price\/Conditional Purchase Model contemplates a counteroffer\n                  process, wherein a lender, although unable to offer a consumer\n                  the mortgage loan on the specific terms requested, is able to\n                  provide the consumer with an acceptable counteroffer.\n\n         1.7      \"LendingTree Model\" means the product distribution model\n                  utilized by LendingTree on its website wherein consumers\n                  complete a qualification form encompassing product,\n\n\n[**] = Confidential treatment has been requested for redacted portion.\n\n\n\n\n\n\n                                       2\n\n\n\n\n\n                  rate, term and other preferences, along with traditional loan\n                  application data and other information that LendingTree may\n                  from time to time request, which information is then submitted\n                  to a network of participating lenders who have previously\n                  provided LendingTree with credit related criteria for use in\n                  LendingTree's proprietary filtering system. The qualification\n                  form along with certain credit report and credit scoring\n                  information (\"Consumer Information\") is then presented to the\n                  lenders who review that Consumer Information and bid for that\n                  consumer's business.\n\n         1.8      \"Proprietary Marks\" means the trade names, servicemarks,\n                  trademarks, tradenames, logos, emblems designations, and\n                  indicia of origin specified in EXHIBIT A or subsequently\n                  identified by written notice by the parties.\n\n         1.9      \"Qualification Form\" means a series of web pages utilized by\n                  LendingTree on its web site to gather information from\n                  consumers for the purpose of obtaining a prequalification or a\n                  loan offer from a lender for a variety of consumer or mortgage\n                  loans.\n\n         1.10     \"Mortgage Web Pages Qualification Form\" means a series of web\n                  pages utilized or to be utilized by LendingTree in connection\n                  with the Mortgage Web Pages\n\n         1.11     \"Technical Contact\" means the primary person from each party\n                  responsible for facilitating communications between\n                  LendingTree and Priceline and coordinating development of the\n                  Mortgage Web Pages.\n\n         1.12     \"Software\" means the computer software of LendingTree, which\n                  provides an on-line qualification form, certain investor\n                  information, filters and other mechanisms that may allow\n                  consumers to qualify for various consumer loan products. The\n                  term \"Software\" includes all interpretive script, source code,\n                  object code, screen displays, user manuals and other\n                  documentation, and all modifications, enhancements and\n                  revisions thereto.\n\n2.       LICENSES AND OWNERSHIP\n\n         2.1      PRICELINE LICENSES. During the term of this Agreement,\n                  Priceline hereby grants to LendingTree (i) the exclusive right\n                  and license in the United States to operate the Mortgage Web\n                  Pages and (ii) the non-exclusive right and license in the\n                  United States to utilize certain Priceline intellectual\n                  property, including the Priceline Proprietary Marks, software\n                  and the Priceline Name Your Price\/Conditional Purchase\n                  Marketing Model, in operating the Mortgage Web Pages\n                  (collectively, the \"Priceline Intellectual Property\") in each\n                  case subject to the terms and conditions of this Agreement.\n\n         2.2      LENDINGTREE LICENSE. During the term of this Agreement,\n                  LendingTree hereby grants to Priceline the non-exclusive right\n                  and license in the United States to utilize certain\n                  LendingTree intellectual property, including but not limited\n                  to the LendingTree Proprietary Marks, Software, and Mortgage\n                  Content for use by Priceline in carrying out its duties under\n                  this Agreement in connection with the Mortgage Web Pages\n                  (collectively, the \"LendingTree Intellectual Property\"), in\n                  each case subject to the terms and conditions of this\n                  Agreement.\n\n\n[**] = Confidential treatment has been requested for redacted portion.\n\n\n\n\n\n\n                                       3\n\n\n\n\n\n         2.3      INTELLECTUAL PROPERTY RIGHTS. All LendingTree Intellectual\n                  Property are and will remain the sole and exclusive property\n                  of LendingTree and its suppliers, if any. All Priceline\n                  intellectual property are and will remain the sole and\n                  exclusive property of Priceline and its suppliers, if any. Any\n                  Derivatives created by either party regarding the intellectual\n                  property of the other party shall become the exclusive\n                  property of the original owner of the underlying intellectual\n                  property.\n\n3.       PRICELINE'S DUTIES\n\n         3.1      TESTING, HOSTING, DESIGN AND MAINTENANCE OF THE MORTGAGE WEB\n                  PAGES. During the term of this Agreement, Priceline in\n                  consultation with LendingTree will be responsible for testing,\n                  hosting and maintaining the Mortgage Web Pages to be designed\n                  by Priceline based upon the substantive Mortgage Content to be\n                  provided by LendingTree as required in Section 4.1 of this\n                  Agreement. Priceline will host the Mortgage Web Pages on\n                  servers that it owns or controls. Priceline will use best\n                  efforts to make available to the public vis-a- vis the\n                  Internet on the priceline.com Internet site, the Mortgage Web\n                  Pages on a continuous basis. In addition, Priceline will\n                  provide, maintain and manage by itself, or through its\n                  authorized third parties, all servers, telecommunication\n                  devices, facilities, technical support, maintenance and\n                  operations as is reasonably needed to facilitate continuous\n                  Internet access to the Mortgage Web Pages as herein described.\n                  A fuller description of the specifications for the Mortgage\n                  Web Pages shall be set forth in Exhibit B sometime prior to\n                  the date on which the Mortgage Web Pages commence operation\n                  over the Internet.\n\n         3.2      DEVELOPMENT EXPENSE. Priceline will be responsible for all\n                  internal and third party costs and expenses incurred by it and\n                  LendingTree in connection with the development and testing of\n                  the Mortgage Web Pages. Any costs or expenses paid or incurred\n                  by LendingTree as permitted by this section 3.2 shall be\n                  subject to the prior approval of Priceline, which approval\n                  shall not be unreasonably withheld or delayed.\n\n         3.3      ADVERTISING, MARKETING AND PROMOTION. Priceline will\n                  advertise, market and promote the Mortgage Web Pages through\n                  various media campaigns, including radio and print media (the\n                  \"Advertising Services\"). LendingTree expressly acknowledges\n                  and agrees that the Advertising Services may, in the\n                  discretion of Priceline, be provided by Priceline in a\n                  combination of (i) general brand advertising for the\n                  priceline.com Internet site, (ii) advertising for the products\n                  and services offered generally through such site, and (iii)\n                  advertising that refers to particular products, including\n                  those offered on the Mortgage Web Pages. All advertising\n                  related to the Mortgage Web Pages will be subject to the prior\n                  approval of LendingTree and its counsel, which consent and\n                  approval shall not be unreasonably withheld or delayed.\n                  Priceline is not obligated to expend any fixed sum with\n                  respect to the provision of the Advertising Services, it being\n                  understood that such Advertising Services will be provided by\n                  Priceline as it determines, in its reasonable discretion.\n                  Subject to the foregoing, the parties acknowledge and agree\n                  that the annual market value of the Advertising Services will\n                  be in an amount mutually agreed to by the parties, which\n                  amount is currently projected to be approximately $12 million.\n\n\n[**] = Confidential treatment has been requested for redacted portion.\n\n\n\n\n\n\n                                       4\n\n\n\n\n\n         3.4      LENDER INTRODUCTIONS. During the term of this Agreement,\n                  Priceline will direct to LendingTree any inquiries from\n                  lenders about the Mortgage Web Pages and opportunities to\n                  offer mortgage loan products on the Mortgage Web Pages.\n\n         3.5      LEGAL COMPLIANCE. During the term of this Agreement, Priceline\n                  shall be responsible for the compliance, in all material\n                  respects, with federal, state and other laws and regulations\n                  generally applicable to the priceline.com Internet site,\n                  including all general advertising related thereto, including\n                  general unfair and deceptive trade issues, consumer protection\n                  issues and customer relations issues. Under no circumstances,\n                  however, will Priceline be charged with responsibility for\n                  compliance with federal, state or other laws or regulations\n                  applicable to mortgage brokers, the offering of Mortgage Loan\n                  products or any and all disclosure, notice or other\n                  requirements applicable to mortgage brokers or the provision\n                  of Mortgage Loan services to consumers generally, such\n                  compliance being the obligation of LendingTree as provided in\n                  Section 4.6 of this Agreement.\n\n4.       LENDINGTREE'S DUTIES\n\n         4.1      MORTGAGE WEB PAGES SUBSTANTIVE CONTENT; MORTGAGE LOAN\n                  BROKERAGE SERVICES. With respect to the development of the\n                  Mortgage Web Pages, it is expressly acknowledged and agreed to\n                  between the parties that LendingTree will provide the\n                  substantive Mortgage Content of the Mortgage Web Pages\n                  Qualification Form related to the Mortgage Web Pages that are\n                  to be developed by Priceline. The Mortgage Web Pages will\n                  constitute the \"front end\" of LendingTree's mortgage brokerage\n                  operations at the priceline.com Internet site. To the extent\n                  permitted by applicable law, the Mortgage Web Pages will\n                  incorporate the LendingTree Qualification Form and the\n                  Priceline Name Your Price\/Conditional Purchase Model. The\n                  Mortgage Web Pages will have the same \"look and feel\" of other\n                  areas of the priceline.com Internet site. The substantive\n                  Mortgage Content utilized in the design and development of the\n                  Mortgage Web Pages including, but not limited to, all issues\n                  related to regulatory compliance shall be subject to the\n                  review and approval of Priceline and its counsel, which shall\n                  not be unreasonably withheld or delayed. A fuller description\n                  of the specifications is set forth in EXHIBIT B. LendingTree\n                  acknowledges and agrees that the Mortgage Web Pages as\n                  designed by Priceline with the substantive content to be\n                  provided by LendingTree will allow Mortgage Loans to be\n                  offered through the Mortgage Web Pages by LendingTree in a\n                  lawful manner that does not trigger any mortgage broker or\n                  loan broker license or registration (or any consumer\n                  disclosures, compliance or other requirements related thereto)\n                  on the part of Priceline. LendingTree will operate the\n                  Mortgage Web Pages and will act as the mortgage broker in\n                  connection with all Mortgage Loan products offered on or\n                  through the Mortgage Web Pages. LendingTree will at all times\n                  maintain in all material respects compliance with applicable\n                  federal and state laws and will maintain in good standing\n                  requisite mortgage broker licenses, registrations, approvals\n                  and exemptions, as applicable.\n\n         4.2      LENDER NETWORK MANAGEMENT. During the term of this Agreement,\n                  LendingTree shall use best efforts to obtain and maintain\n                  agreements with a sufficient number of lenders that offer\n                  Mortgage Loan products through LendingTree on the Mortgage Web\n                  Pages, as are necessary to support the LendingTree\/Priceline\n                  relationship. LendingTree agrees that lenders offering the\n                  Mortgage Loan products on the Mortgage Web Pages shall,\n\n[**] = Confidential treatment has been requested for redacted portion.\n\n\n\n\n\n\n                                       5\n\n\n\n\n\n                  collectively, have the ability to promptly and efficiently\n                  process and close Mortgage Loans from Mortgage Web Pages\n                  Qualification Forms, submitted from consumers\/ borrowers\n                  representing eighty percent (80%) of the Priceline\n                  consumer\/borrower market (based upon FICO credit score).\n                  Subject to the foregoing, the parties currently project that\n                  the appropriate number of lenders is from five (5) up to and\n                  including ten (10). LendingTree agrees that the minimum number\n                  of lenders shall not be less than five (5) during the term of\n                  this Agreement. LendingTree will accept recommendations from\n                  Priceline regarding potential participating lenders and will\n                  work in good faith to enter into agreements with such lenders\n                  to enable them to offer their mortgage loan products through\n                  LendingTree and the Mortgage Web Pages. LendingTree will be\n                  responsible for all lender service issues, training of lender\n                  staff, and analyzing lender performance. LendingTree will\n                  invoice lenders and manage the collection of all fees.\n\n                  No agreement entered into between LendingTree and any\n                  participating lender in connection with the Mortgage Web Pages\n                  will impose any obligation, duty or responsibility whatsoever\n                  on Priceline, directly or indirectly, or limit or restrict in\n                  any manner any of Priceline's legal rights or remedies,\n                  including, without limitation, Priceline's right to terminate\n                  this Agreement under Section 11 hereof.\n\n         4.3      CUSTOMER SERVICE. LendingTree will operate a customer service\n                  center dedicated to the Mortgage Web Pages with sufficient\n                  staff and resources necessary to handle the volume of customer\n                  inquiries generated from the Mortgage Web Pages in a prompt\n                  and efficient manner and in accordance with applicable\n                  federal, state and other laws and regulations. The parties\n                  will work to establish appropriate interfaces between\n                  Priceline's existing customer service center and the\n                  LendingTree customer service center. In addition, the parties\n                  will work together to develop introductory scripts for\n                  customer service calls, subject to the review and approval of\n                  their respective attorneys.\n\n         4.4      CONTENT. As set forth in Sections 3.1 and 4.1 hereof,\n                  LendingTree will provide the substantive Mortgage Content for\n                  use on the Mortgage Web Pages.\n\n         4.5      BACK-END SOFTWARE. During the term of the Agreement,\n                  LendingTree will provide and manage the \"back-end\" processing\n                  software required to effect a system of communication between\n                  Priceline and LendingTree and LendingTree and its lenders in\n                  connection with the Mortgage Web Pages. LendingTree will\n                  maintain back-end software processing capacity and reliability\n                  at levels subject to the review and approval of Priceline.\n\n         4.6      LEGAL COMPLIANCE. During the term of this Agreement,\n                  LendingTree shall be responsible for compliance, in all\n                  material respects, with all applicable federal, state and\n                  other laws and regulations for the Mortgage Web Pages or the\n                  Mortgage Loan Products offered to consumers through the\n                  Mortgage Web Pages, and will maintain in good standing\n                  requisite mortgage broker licenses, registration, approvals\n                  and exemptions relating to any of the foregoing. In addition,\n                  LendingTree will review and approve all advertising developed\n                  by Priceline that is specific to the Mortgage Web Pages to\n                  achieve compliance with applicable federal, state and other\n                  laws and regulations governing the offering of Mortgage Loan\n                  products to the consumer. Further, LendingTree shall be\n                  responsible for compliance with all consumer disclosure and\n                  other laws and requirements applicable to\n\n[**] = Confidential treatment has been requested for redacted portion.\n\n\n\n\n\n\n                                       6\n\n\n\n\n\n                  all of the Mortgage Web Pages and the Mortgage Loan products\n                  offered through the Mortgage Web Pages, except that should\n                  Priceline launch any advertising that impacts the Mortgage Web\n                  Pages, knowingly or otherwise, without LendingTree's review\n                  and approval, Priceline shall be solely responsible for any\n                  issues arising out of that non-compliance.\n\n5.       EXCLUSIVITY; NON-COMPETITION\n\n         5.1      EXCLUSIVITY. During the term of this Agreement, Priceline\n                  agrees not to offer any Mortgage Loans on its web site, either\n                  directly or through a third party.\n\n         5.2      NON-COMPETITION. The parties hereto acknowledge and agree that\n                  the LendingTree Model and Priceline Name Your\n                  Price\/Conditional Purchase Model (hereinafter, together, the\n                  \"Models\") are similar in many of their components. To assist\n                  the parties in complying with this Section 5.2, the parties\n                  agree that the marketing of the Models is the optimum place to\n                  draw the relevant distinctions. Consistent with the above, the\n                  parties agree that during the term of this Agreement and\n                  indefinitely after any termination of this Agreement, (i)\n                  Priceline shall not market its mortgage services in a manner\n                  that conflicts with LendingTree's marketing message which is\n                  \"by filling out one form, consumers get multiple offers from\n                  lenders who bid for their business\" and (ii) LendingTree shall\n                  not market its mortgage services in a manner that conflicts\n                  with Priceline's marketing message which is \"consumers name\n                  the price they want to pay for a mortgage and we will find a\n                  lender to meet your price\".\n\n6.       TECHNICAL CONTACTS\n\n         6.1      TECHNICAL CONTACTS. The Technical Contacts shall meet in\n                  person or by phone as needed from time to time to assess the\n                  status of the Mortgage Web Pages development effort and to\n                  keep each other up to date on technology and new product\n                  issues related to the Mortgage Web Pages. The Technical\n                  Contacts shall be:\n\n                  For LendingTree:          Mr. Richard M. Stiegler, CTO\n                                            LendingTree, Inc.\n                                            6701 Carmel Road, Suite 205\n                                            Charlotte, North Carolina 28226\n\n                  For Priceline:            Mr. Richard Weinrod, CTO\n                                            priceline.com Incorporated\n                                            Five High Ridge Park\n                                            Stamford, CT 06903\n\n         6.2      SPECIFICATIONS MODIFICATION. The Technical Contacts may from\n                  time to time modify the specifications for the Mortgage Web\n                  Pages as described in EXHIBIT B to this Agreement provided the\n                  changes are agreed to in writing by the authorized\n                  representatives of the parties.\n\n7.       SCHEDULE\n\n\n[**] = Confidential treatment has been requested for redacted portion.\n\n\n\n\n\n\n                                       7\n\n\n\n\n\n         The target date for commencing operation of the Mortgage Web Pages\n         shall be September 15, 1998 (the \"Target Date\"). The parties agree to\n         use best efforts to ensure that the date of commencement is not later\n         than October 15, 1998.\n\n8.       CONSIDERATION\n\n         8.1      GENERAL. As compensation for the goods, services and\n                  facilities provided by Priceline under this Agreement,\n                  LendingTree shall pay to Priceline an amount equal to [**][**]\n                  of the monthly Net Revenue earned and received by LendingTree\n                  in operating the Mortgage Web Pages (the \"Priceline\n                  Compensation\"). LendingTree's obligation to pay the Priceline\n                  Compensation shall survive any termination of this Agreement\n                  insofar and to the extent that Net Revenues are earned and\/or\n                  received by LendingTree after such termination. The parties\n                  acknowledge, however, that for purposes of this Section 8.1,\n                  Net Revenue will be limited to (i) those Mortgage Web Page\n                  Qualification Forms that are in the then-participating\n                  lenders' pipeline for a Mortgage Loan product, (ii) have been\n                  approved for a Mortgage Loan but the transaction has not yet\n                  closed and\/or (iii) Net Revenue earned but not collected, in\n                  each case on or as of the date of termination of this\n                  Agreement.\n\n         8.2      REGULATORY COMPLIANCE. It is the intent of the parties that\n                  the Priceline Compensation shall not exceed the reasonable\n                  market value of the goods, services and facilities provided by\n                  Priceline pursuant to this Agreement and that such\n                  compensation shall at all times be in compliance with\n                  applicable federal and state laws, including without\n                  limitation, the Real Estate Settlement Procedures Act. In\n                  furtherance of these objectives, the parties agree to\n                  negotiate in good faith an alternative compensation\n                  arrangement with substantially similar economic benefits if\n                  Priceline or LendingTree, as applicable, reasonably determine\n                  or believe that such compensation arrangement is no longer in\n                  compliance with applicable federal, state or other laws and\n                  regulations, or any court or government agency having\n                  jurisdiction over the operations of either party restricts,\n                  enjoins, or threatens to restrict, enjoin or impose sanctions\n                  against either party as a result of the terms of this Section\n                  8.\n\n9.       PROMOTION RIGHTS AND APPROVALS\n\n         9.1      GENERAL. Subject to the provisions of Section 3.3, both\n                  parties may promote, advertise and market the Mortgage Web\n                  Pages subject to the prior approval of the other party of (i)\n                  the use of the other party's Proprietary Marks, and (ii) the\n                  content and timing of any press releases. Such approval shall\n                  not be unreasonably withheld or delayed by either party.\n\n         9.2      PRESS RELEASES. The parties agree to issue within two (2)\n                  business days of the execution of this Agreement press\n                  releases, either jointly, individually, or both, announcing\n                  this Agreement and the parties' plans for the Mortgage Web\n                  Pages.Each party shall obtain the prior written approval of\n                  the other party for the issuance of any press release\n                  regarding: (i) the parties' relationship under this Agreement,\n                  or (ii) any other matters related to the Mortgage Web Pages\n                  during the term of this Agreement. Any approval requested by\n                  Priceline or LendingTree under this Section 9.2 shall not be\n                  unreasonably withheld or delayed.\n\n[**] = Confidential treatment has been requested for redacted portion.\n\n\n\n\n\n\n                                       8\n\n\n\n\n\n\n10.      REPORTING AND PAYMENTS\n\n         10.1     LENDINGTREE REPORTS, PAYMENTS; AUDITS. Within fifteen (15)\n                  days following the end of each month, LendingTree shall\n                  provide a report (the \"LendingTree Report\") to Priceline. The\n                  LendingTree Report shall detail (i) any relevant information\n                  regarding usage of the Mortgage Web Pages during the previous\n                  month, including the number of visitors to the Mortgage Web\n                  Pages, the number of Qualification Forms submitted by\n                  consumers to LendingTree, and the number of loans closed that\n                  had originated through the Mortgage Web Pages, (ii) the Net\n                  Revenue of LendingTree during the previous month, including a\n                  breakdown of the total Revenue earned and Revenue Deductions\n                  taken by LendingTree in arriving at the amount of Net Revenue,\n                  and (iii) a calculation of the amount of Priceline\n                  Compensation due for the previous month. On or by the same\n                  date, LendingTree will deliver to Priceline any payment of\n                  Priceline Compensation owed for the previous month. Upon the\n                  request of Priceline, LendingTree shall provide to Priceline\n                  all written or other documentation used by LendingTree to make\n                  any calculation or prepare any report described in this\n                  Section 10.1. Priceline shall have the right, during normal\n                  business hours and upon reasonable notice, to audit the books\n                  and records of LendingTree to verify the accuracy and\n                  completeness of all reports provided under this Section 10.1.\n                  The cost of any such audit shall be paid by Priceline unless\n                  the audit reveals an underpayment by LendingTree of ten\n                  percent (10%) or more of the applicable LendingTree Report. In\n                  such case, the audit shall be paid for fully by LendingTree.\n\n         10.2     10.2 PRICELINE REPORTS; AUDIT. Within fifteen (15) days\n                  following the end of each month, Priceline shall provide a\n                  report (the \"Priceline Report\") which shall detail (i) the\n                  number of page views or impressions on the Mortgage Web Pages\n                  during the previous month, and (ii) the number of consumers\n                  who submitted Qualification Forms to LendingTree via the\n                  Mortgage Web Pages during the previous month. Upon the request\n                  of LendingTree, Priceline shall provide all documentation used\n                  to prepare any report described in this Section 10.2.\n                  LendingTree shall have the right, during normal business hours\n                  and upon reasonable notice, to audit the records of Priceline\n                  to verify the accuracy and completeness of all reports\n                  provided under this Section 10.2.\n\n11.      TERM AND TERMINATION\n\n         11.1     INITIAL TERM. The term of this Agreement shall commence on the\n                  Effective Date and will continue for a period of one (1) year\n                  from the date on which the Mortgage Web Pages commence\n                  operation over the Internet unless sooner terminated under\n                  Section 11.4 below (the \"Initial Term\").\n\n         11.2     SUBSEQUENT TERMS. Following expiration of the Initial Term,\n                  this Agreement shall continue in effect until either party\n                  terminates it as provided below. The Initial Term and any\n                  subsequent terms are referred to herein as the \"Term.\"\n\n         11.3     11.3 GENERAL TERMINATION. After the Initial Term, this\n                  Agreement may be terminated at any time during the Term by\n                  either party giving ninety (90) days' prior written notice to\n                  the other party. In the event that Priceline provides notice\n                  of termination to\n\n[**] = Confidential treatment has been requested for redacted portion.\n\n\n\n\n\n\n                                       9\n\n\n\n\n\n                  LendingTree under this Section 11.3 for the purpose of using a\n                  different third party mortgage broker to operate the Mortgage\n                  Web Pages, LendingTree shall have a right of first refusal to\n                  match the economic and other material terms offered by such\n                  third party PROVIDED, HOWEVER, that any such right of first\n                  refusal shall be exercised by LendingTree within ninety (90)\n                  calendar days after receipt of notice from Priceline with\n                  respect to such third party offer. The parties agree that the\n                  phrase \"other material terms\" is intended to ensure that\n                  during the term of this Agreement, the LendingTree network of\n                  lenders have the ability to promptly and efficiently process\n                  and close Mortgage Loans from Mortgage Web Pages Qualification\n                  Forms submitted from consumers\/borrowers representing eighty\n                  percent (80%) of the Priceline consumer\/borrower market (based\n                  upon FICO credit score.) Priceline will be free to engage\n                  another third party if such right is not exercised by notice\n                  received by Priceline from LendingTree within such ninety (90)\n                  day period. Subject to the limitations in Section 5 hereof,\n                  nothing set forth in this Section 11.3 shall confer on or to\n                  LendingTree any right of first refusal if Priceline elects to\n                  operate directly the Mortgage Web Pages and in connection\n                  therewith, provides notice to terminate this Agreement.\n\n         11.4     TERMINATION FOR BREACH. During the Term of this Agreement,\n                  either party will have the right to terminate this Agreement\n                  immediately upon written notice if: (i) the other party\n                  materially breaches any material term or condition of this\n                  Agreement and fails to the cure such breach in full within\n                  thirty (30) days after receiving written notice of the breach\n                  from the non-breaching party; (ii) the other party becomes the\n                  subject of a voluntary petition in bankruptcy or any voluntary\n                  proceeding relating to insolvency, receivership, liquidation,\n                  or composition for the benefit of creditors which voluntary\n                  petition or proceeding is not dismissed within thirty (30)\n                  days of filing of commencement; and (iii) the other party\n                  becomes the subject of an involuntary petition in bankruptcy\n                  or any other involuntary proceeding relating to insolvency,\n                  receivership, liquidation, or composition for the benefit of\n                  creditors. Without limiting the generality of the foregoing,\n                  either party may terminate this Agreement immediately upon\n                  notice if, in the case of Priceline, Priceline reasonably\n                  believes or determines that LendingTree has failed to comply\n                  in all material terms, with its obligations under Section 4.6,\n                  or such noncompliance is determined by any order, decree,\n                  judgment or any similar ruling having jurisdiction over\n                  LendingTree's operation of the Mortgage Web Pages or, in the\n                  case of LendingTree, LendingTree reasonably believes or\n                  determines that Priceline has failed to comply in all material\n                  terms, with its obligations under Section 3.5, or such\n                  noncompliance is determined by any order, decree, judgment or\n                  any similar ruling having jurisdiction over Priceline's\n                  operation of the priceline.com Internet site. To the extent\n                  that a breach contemplated by this Section 11.4 is curable,\n                  such cure period may be extended by the mutual written consent\n                  of the parties for an additional period of thirty (30) days,\n                  if the cure cannot be achieved after good faith efforts during\n                  the initial cure period.\n\n         11.5     EFFECT OF TERMINATION. Upon termination of this Agreement, all\n                  rights and licenses granted by Priceline and LendingTree under\n                  this Agreement to the other party shall immediately revert to\n                  and be fully vested in Priceline and LendingTree, as\n                  applicable. No termination of this Agreement, for any reason\n                  whatsoever, shall terminate any of the rights and obligations\n                  of the parties under this Agreement unless such right or\n                  obligation is limited by the express terms and provisions of\n                  this Agreement.\n\n[**] = Confidential treatment has been requested for redacted portion.\n\n\n\n\n\n\n                                       10\n\n\n\n\n\n\n12.      ARBITRATION\n\n         Any controversy or claim arising out of or relating to this Agreement\n         or any breach of this Agreement, including any controversy or claim as\n         to its arbitrability or rescission shall be finally settled by\n         arbitration before three (3) arbitrators, one chosen by each party and\n         the third selected by the two arbitrators chosen by the parties in\n         accordance with the commercial arbitration rules of the American\n         Arbitration Association (\"AAA\") in force at that time. Any arbitration\n         shall be conducted in the Borough of Manhattan, New York, unless the\n         parties mutually agree to another location. Any judgment upon the award\n         rendered by the arbitrators may be entered in any court of competent\n         jurisdiction. The arbitrators shall not, under any circumstances, have\n         any authority to award punitive or exemplary damages.\n\n         All expenses associated with obtaining and utilizing the services of\n         the AAA and the arbitrators shall be shared equally by the parties\n         hereto. The AAA and the arbitrators shall be made aware of this\n         provision and shall agree to request payment separately from the\n         parties for said services, including all expenses directly related to\n         the arbitration, other than the expense of witnesses, which shall be\n         borne by the party producing such witness.\n\n         Notwithstanding the foregoing, the parties shall bear their own\n         respective costs of preparing for and participating in the arbitration\n         including, without limitation, their attorneys' fees, expert and\/or\n         witness fees, and their costs of complying with discovery requests.\n         Discovery is permitted by the Federal Rules of Civil Procedure as in\n         effect and will be allowed in connection with any such arbitration to\n         the extent consistent with the purpose of the arbitration and permitted\n         by the arbitrators.\n\n         The majority decision of the arbitration panel shall be binding,\n         enforceable and non-appealable. The decision of the arbitration panel\n         shall be in writing and shall set forth in reasonable detail the basis\n         for the panel's decision. Application may be made to any court of\n         competent jurisdiction for a judicial acceptance of the arbitration\n         award and enforcement, as the law of the state having jurisdiction may\n         require or allow.\n\n         No arbitration may be commenced by either party hereto for any\n         controversy or claim arising out of or relating to this Agreement\n         unless notice of a party's election to require arbitration is given\n         within one (1) year from the date of the occurrence allegedly giving\n         rise to the arbitration. The preceding sentence shall survive the\n         expiration or termination of this Agreement by either party for any\n         reason.\n\n13.      REPRESENTATIONS AND WARRANTIES\n\n         13.1     REPRESENTATIONS AND WARRANTIES OF LENDINGTREE. LendingTree\n                  represents and warrants as follows:\n\n         13.1.1   AUTHORITY. LendingTree is a corporation duly organized and\n                  validly existing under the laws of the state of Delaware.\n                  LendingTree has full corporate power and authority to transact\n                  any and all business contemplated by this Agreement and\n                  possesses all requisite authority, power, and material\n                  licenses, permits and franchises to conduct its business\n                  wherever conducted and to execute, deliver and comply with its\n                  oblig\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8043],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9619],"class_list":["post-42380","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-lending-tree-inc","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\/42380","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=42380"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42380"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42380"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42380"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}