{"id":42486,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-and-development-agreement-ask-jeeves-inc-and-compaq.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-and-development-agreement-ask-jeeves-inc-and-compaq","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-and-development-agreement-ask-jeeves-inc-and-compaq.html","title":{"rendered":"License and Development Agreement &#8211; Ask Jeeves Inc. and Compaq Computer Corporation"},"content":{"rendered":"<pre>\n                        License and Development Agreement\n                          between Ask Jeeves, Inc. and\n                           Compaq Computer Corporation\n\nThis License and Development Agreement (the \"Agreement\") is made as of March 29,\n1999 (the \"Effective Date\") by and between ASK JEEVES, INC., a California\ncorporation, with its principal place of business at 918 Parker Street,\nBerkeley, CA 94710 (\"Ask Jeeves\") and COMPAQ COMPUTER CORPORATION, a Delaware\ncorporation, with its principal place of business at 20555 SH 249, Houston TX\n77070 (\"Customer\") on behalf of its worldwide divisions, affiliates and\nsubsidiaries.\n\n                                    RECITALS\n\nA.      Ask Jeeves is in the business of developing, marketing and licensing\n        on-line natural language question answering products and services,\n        including a software product known as the Question Processing Engine\n        (\"QPE\"). The services Ask Jeeves provides include the creation and\n        maintenance of customized knowledgebases to be used in conjunction with\n        the QPE. The knowledgebases and the QPE when used together allow end\n        users to access online information using the Ask Jeeves' question and\n        answer format.\n\nB.      Customer manufactures and sells personal computers and related products\n        and services. Customer has created and maintains a website on the\n        Internet related to Customer's computer products located at\n        www.Compaq.com (the \"Customer Site\").\n\nC.      Customer desires to license the QPE and have Ask Jeeves develop\n        customized knowledgebases (the \"Knowledgebases\") that will allow\n        visitors to the Customer Site to navigate portions of the Customer Site\n        through the use of natural language questions.\n\nD.      Ask Jeeves desires to license the QPE to Customer and develop and\n        maintain the Knowledgebases on the terms set forth in this Agreement.\n\n                                    AGREEMENT\n\n        THEREFORE, the parties agree as follows:\n\n1.      SCOPE OF WORK.\n\n        a.      KNOWLEDGEBASE CREATION SERVICES. Ask Jeeves agrees to create the\n                Knowledgebases as more specifically described in Exhibits Al, A2\n                and A3 (and\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\n\n                any further additions or amendments to Exhibit A) according to\n                the schedules also set forth in Exhibit Al, A2 and A3.\n\n        b.      KNOWLEDGEBASE MAINTENANCE AND UPDATE SERVICES. Ask Jeeves agrees\n                to maintain and update the Knowledgebases as the content of the\n                Customer Site changes, as specified in Exhibit B. The\n                maintenance and updates will be done on an ongoing basis to\n                promptly reflect changes in or additions to the Customer Site.\n                Customer agrees to provide Ask Jeeves with a minimum of ten (10)\n                days advance notice of changes to the Customer Site to allow Ask\n                Jeeves to update the Knowledgebases. Ask Jeeves' obligation to\n                maintain and update each of the Knowledgebases is limited to the\n                number of hours set forth in the Exhibit A that describes the\n                scope of work for that Knowledgebase (the \"Monthly Maintenance\n                Obligations\"). In the event Customer requires maintenance and\n                update services beyond the Monthly Maintenance Obligations, Ask\n                Jeeves will provide those services at the rates set forth in\n                Section 5.g.\n\n        c.      QPE Support and Upgrades. Ask Jeeves agrees to provide Customer\n                technical support as described in Exhibit E and bug fixes,\n                upgrades and updates to the QPE, including major and minor\n                releases, as such may be released from time to time. Ask Jeeves\n                agrees to assign a designated Ask Jeeves employee to manage the\n                technical support to be provided under this Agreement.\n\n2.      TECHNICAL REQUIREMENTS. The QPE and the Knowledgebases will operate in\n        the software environment described in Exhibit C.\n\n3.      OWNERSHIP OF KNOWLEDGEBASES; EXCLUSIVITY.\n\n        a.      OWNERSHIP. The Knowledgebases will be the property of Ask Jeeves\n                and will be licensed to Customer under the terms of the license\n                set forth in Section 4, below. However, to the extent the\n                Knowledgebases contain any proprietary or confidential\n                information of Customer, such information will belong to\n                Customer (\"Customer Information\"). Ask Jeeves will treat the\n                Customer Information used in the Knowledgebases as Confidential\n                Information of Customer, subject to the provisions of Section\n                16, below.\n\n        b.      EXCLUSIVITY. Ask Jeeves agrees that for one hundred (100) days\n                after the Effective Date it will not deliver to [*], a\n                production version of a question-answering system that is\n                primarily designed to answer end-user pre-sale questions and\n                that incorporates portions of Knowledgebase content that was\n                first used for the Compaq \"Prosignia II Pre-Sale\" (Exhibit A1)\n                system.\n\n4.      LICENSE.\n\n        a.      GRANT. Upon receipt of the fees set forth in Section 5, below,\n                and subject to the terms and conditions of this Agreement, Ask\n                Jeeves grants Customer a non-exclusive, fully-paid,\n                nontransferable, non-sublicensable, worldwide license for \n\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n                                       2.\n\n\n                the term of this Agreement (including any extensions) in the\n                QPE, the Knowledgebases and any and all related materials,\n                including, without limitation, documentation, trademarks, and\n                logos (the \"Licensed Products\") solely for purposes set forth in\n                this Agreement.\n\n        b.      LICENSE RESTRICTIONS. Except as specifically granted in this\n                Agreement, Ask Jeeves owns and retains all right, title and\n                interest in the Licensed Products and any and all related\n                materials. This Agreement does not transfer ownership rights of\n                any description in the Licensed Products to Customer or any\n                third party. Customer agrees not to modify, reverse engineer or\n                decompile the Licensed Products or create derivative works based\n                on them. Customer agrees to retain all copyright and trademark\n                notices on the Licensed Products and to take other steps\n                necessary to protect Ask Jeeves' intellectual property rights.\n\n5.      FEES AND PAYMENT. As consideration for the licenses granted and the\n        services rendered under this Agreement, Customer agrees to pay Ask\n        Jeeves as follows:\n\n        a.      PROFESSIONAL SERVICES FEE. Customer agrees to pay Ask Jeeves the\n                following professional services fees for the creation of the\n                Knowledgebases (the \"Knowledgebase Creation Fees\"):\n\n\n                                                                         \n                Prosignia II Pre-sales (Exhibit A1)                         [*]\n\n                Home Computing PC Tech Support (Exhibit A2)                 [*]\n\n                Enterprise PC Tech Support (excl. Servers) (Exhibit A3)     [*]\n\n\n\n                The Knowledgebase Creation Fees will be invoiced [*] percent [*]\n                upon execution of this Agreement and the remaining [*] percent\n                [*]on the Release Date for each of the Knowledgebases. For\n                purposes of this Agreement the Release Date is defined as the\n                date on which Ask Jeeves delivers a production ready copy of\n                each Knowledgebase to Customer.\n\n        b.      KNOWLEDGEBASE MAINTENANCE FEE. Customer agrees to pay Ask Jeeves\n                for maintenance of the Knowledgebases (the \"Knowledgebase\n                Maintenance Fees\") as follows:\n\n\n\n                Project                                             Monthly Fee\n                                                                 \n\n                Home Computing PC Tech Support                          [*]\n\n                Enterprise PC Tech Support (excluding Servers)          [*]\n\n                Prosignia II Pre-Sale (deferred, see below)             [*]\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\n                                       3.\n\n\n                The Knowledgebase Maintenance Fee for each of the Knowledgebases\n                will be invoiced in advance on a quarterly basis beginning on\n                the Release Date for each of the Knowledgebases. If the Release\n                Date for each Knowledgebase is a day other than the beginning of\n                a quarter, the Maintenance Fee will be prorated for the\n                percentage of the quarter remaining. The Knowledgebase\n                Maintenance Fee for the Prosignia II Pre-Sale Knowledgebase will\n                be deferred for a period of ninety (90) days after its Releasae\n                Date pending the conclusion of negotiations between Ask Jeeves\n                and Customer for additional Prosignia II Pre-Sale Knowledgebase\n                development. In the event the parties do not reach an agreement\n                concerning future development of the Prosignia II Pre-Sale\n                Knowledgebase within ninety (90) days of its Release Date,\n                Customer agrees to pay Ask Jeeves the amount shown above.\n\n        c.      USAGE FEE. Customer agrees to pay Ask Jeeves a minimum yearly\n                usage fee (the \"Minimum Yearly Usage Fee\") of [*] dollars [*].\n                The Minimum Yearly Usage Fee includes up to [*] Answers, as\n                defined below. Each Answer provided in excess of [10 million]\n                during any year will be billed at [*] per answer (the \"Excess\n                Answer Fee\"), provided, however, that the total usage fee to be\n                paid by Customer to Ask Jeeves during the Initial Term will not\n                exceed [*] (the \"Maximum Yearly Usage Fee\"). Customer will not\n                receive any refund of the Yearly Usage Fee if fewer than [*]\n                Answers are provided. An \"Answer\" occurs when (a) an end user of\n                the Licensed Products selects a matching question presented to\n                the user in response to a user's query or (b) an alternative\n                mechanism by which an end user is taken to an answer to his or\n                her query on the Customer Site. The Yearly Usage Fees will be\n                paid quarterly in advance. The Excess Answer Fee, if any, will\n                be billed quarterly in arrears, beginning on the date that\n                Customer provides in excess of [*] Answers to users of the\n                Customer Site.\n\n        d.      TRAVEL AND OUT OF POCKET EXPENSES. Customer agrees to reimburse\n                Ask Jeeves for all travel expenses and out of pocket expenses at\n                cost, which will not exceed Compaq's Standard Travel Guidelines\n                attached as Exhibit D to this Agreement.\n\n        e.      PAYMENT. For all invoices hereunder, payment is due forty-five\n                (45) days from invoice date.\n\n        f.      TAXES. Customer will also reimburse Ask Jeeves for any sales,\n                use and similar taxes associated with the Software, except for\n                taxes based on Ask Jeeves' net assets or net income. Customer\n                reserves the right to promptly pay all taxes due directly to the\n                applicable taxing authorities under Customer's Direct Pay Tax\n                Permit.\n\n        g.      PROFESSIONAL SERVICES. In the event Customer requests that Ask\n                Jeeves perform consulting, engineering, Knowledgebase creation\n                or other professional services that are beyond the scope of work\n                described in this Agreement, Customer agrees \n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n                                       4.\n\n\n                to pay Ask Jeeves for such professional services in accordance\n                with the applicable scope-of-work at Ask Jeeves' customary\n                rates, which, as of the date of this Agreement, are as follows:\n\n\n                                                              \n                Engineering                                       [*]\n                Knowledgebase Creation                            [*]\n                Consulting                                        [*]\n\n\n\n                Ask Jeeves agrees that for the term of this Agreement (including\n                any extensions) the maximum professional services fees it will\n                charge will be the lesser of (i) the actual rates for such\n                services charged by Ask Jeeves to its customers or (ii) the\n                amounts set forth above plus [*] percent [*] per year.\n\n6.      AUDIT RIGHTS. Each party agrees that it will keep, for a minimum of two\n        (2) years, proper records and books of account relating to its\n        activities under this Agreement. Once every twelve (12) months, either\n        party may inspect the records of the other party to verify reports\n        provided to the other, each party's compliance with its obligations\n        under this Agreement and\/or payment amounts. Any such inspection will be\n        conducted in a manner that does not unreasonably interfere with the\n        inspected party's business activities. Such inspection shall be\n        performed by an independent accounting firm chosen and compensated by\n        the requesting party, for purposes of audit. Such accounting firm shall\n        be required to sign an agreement protecting the party's confidential\n        information and shall be authorized to report only the amounts due and\n        payable for the period requested. The inspected party shall immediately\n        make any overdue payments disclosed by the audit. Such inspection shall\n        be at the inspecting party's expense; however, if the audit reveals\n        overdue payments in excess of [*] of the payments owed to date, the\n        inspected party shall immediately pay the cost of such audit, and the\n        inspecting party may conduct another audit during the same twelve (12)\n        month period. Each party shall, upon written request, during normal\n        business hours, in accordance with Customer's standard security\n        requirements, but not more frequently than once each calendar year,\n        provide access to such accounting records.\n\n7.      CUSTOMER LIAISON. Customer agrees to provide a designated employee to\n        act as liaison with Ask Jeeves for the installation, and technical\n        implementation and support of the QPE and the Knowledgebases. With\n        respect to the maintenance of the Knowledgebases, Customer, at its\n        option, may assign an individual liaison for each Customer product\n        group. Customer further agrees to comply with Ask Jeeves' reasonable\n        requests to modify the Customer Site (e.g. adding location tags to\n        answer content) in order to maximize the efficacy of the Knowledgebases.\n\n8.      ASK JEEVES ANSWER NETWORK. Upon future, separate mutual agreement of the\n        parties, the Knowledgebases may be included in the Ask Jeeves Answer\n        Network, allowing users at another website access to the publicly\n        available, non-confidential portions of the Knowledgebases and\n        vice-versa.\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n                                       5.\n\n\n\n9.      TERM AND TERMINATION.\n\n        a.      TERM. This Agreement and the licenses granted under this\n                Agreement become effective as of the Effective Date and, unless\n                sooner terminated as set forth in Section 9.b, below, shall\n                continue in effect for a period of twelve (12) months from the\n                Release Date (the \"Initial Term\"). Upon expiration of the\n                Initial Term, this Agreement will automatically renew for\n                additional twelve-month terms (the \"Renewal Terms\") on the terms\n                and conditions set forth in this Agreement or such other terms\n                and conditions as the parties may agree to in writing. Ask\n                Jeeves agrees to notify Customer in writing not less than sixty\n                (60) days prior to expiration of the Initial Term or any Renewal\n                Term of the termination date for that term (the \"Expiration\n                Notice\"). In the event that Ask Jeeves fails to provide Customer\n                the Expiration Notice, this Agreement will terminate upon the\n                expiration of the term to which it applies.\n\n        b.      TERMINATION. Either party, as applicable, has the right, in\n                addition and without prejudice to any other rights or remedies,\n                to terminate this Agreement as follows:\n\n                (1)     By either party for convenience upon thirty (30) days\n                        written notice to the other party, given not more than\n                        thirty (30) days prior to the expiration of the Initial\n                        Term or not more than thirty (30) days prior to the\n                        expiration of any quarter during a Renewal Term.\n\n                (2)     By Ask Jeeves, upon thirty (30) days written notice, if\n                        Customer fails to pay the amounts due to Ask Jeeves\n                        pursuant to this Agreement;\n\n                (3)     By either party for any material breach of this\n                        Agreement, other than the failure to make payments under\n                        Section 5, that is not cured within thirty (30) days of\n                        receipt by the party in default of a written notice\n                        specifying the breach and requiring its cure;\n\n                (4)     By either party, immediately upon receiving written\n                        notice, if (a) all or a substantial portion of the\n                        assets of the other party are transferred to an assignee\n                        for the benefit of creditors, or to a receiver or a\n                        trustee in bankruptcy, (b) a proceeding is commenced by\n                        or against the other party for relief under bankruptcy\n                        or similar laws and such proceeding is not dismissed\n                        within sixty (60) days, or (c) the other party is\n                        adjudged bankrupt.\n\n        c.      RIGHTS ON TERMINATION. On termination, (a) all licenses granted\n                to Customer under this Agreement cease and Customer agrees to\n                promptly cease all use and reproduction of the Licensed\n                Products; and (b) Customer will promptly return all copies the\n                Licensed Products to Ask Jeeves or destroy all copies in its\n                possession. Ask Jeeves has and reserves all rights and remedies\n                that it has by operation of law or otherwise to enjoin the\n                unlawful or unauthorized use of the Licensed Products as long as\n                Ask Jeeves can meet the legal requirements therefor. Customer\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n                                       6.\n\n\n                reserves the right to terminate Maintenance and Support Services\n                without terminating the right to continue use of the licenses\n                granted in the state at the time of termination.\n\n        d.      SURVIVAL FOLLOWING TERMINATION. 3, 5, 7, 9, 10, 11, 12, 13, 14,\n                15, 16 and 18 will survive termination or expiration of this\n                Agreement. In addition, provisions of the Agreement which, by\n                their nature, are intended to survive its termination or\n                expiration, shall survive its termination or expiration.\n\n10.     INFRINGEMENT INDEMNITY BY ASK JEEVES. Ask Jeeves indemnifies, defends\n        and holds Customer harmless from and against any claims, actions or\n        demands alleging that all or any of the Licensed Products infringe any\n        patent, copyright, trademark, or other intellectual property right of a\n        third party. If use of any or all of the Licensed Products is\n        permanently enjoined for any reason, Ask Jeeves, at Ask Jeeves' option,\n        and in its sole discretion, may (a) modify the Licensed Products so as\n        to avoid infringement without the loss of functionality; (b) procure the\n        right for Customer to continue to use the Licensed Products; or (c)\n        terminate this Agreement and refund to Customer all fees paid. Ask\n        Jeeves shall have no obligation under this Section 10 for or with\n        respect to claims, actions or demands alleging infringement that arise\n        as a result of (a) the combination of noninfringing items supplied by\n        Ask Jeeves with any items not supplied by Ask Jeeves, unless prior\n        approved by Ask Jeeves, (b) modification of the Licensed Products by\n        Customer, unless prior approved by Ask Jeeves, or (c) continued\n        allegedly infringing activity by Customer after Customer has been\n        notified of possible infringement, unless approved in advance by Ask\n        Jeeves.\n\n11.     CUSTOMER DISCLAIMER AND INDEMNITY AS TO CONTENT. Ask Jeeves assumes no\n        responsibility for the content of the Customer Site, and Customer agrees\n        to indemnify, defend and hold Ask Jeeves harmless from and against any\n        claims, actions or demands alleging that Ask Jeeves has any liability to\n        any third party arising from the third party's use of the Customer Site.\n\n12.     WARRANTIES.\n\n        a.      PRODUCT WARRANTY. Ask Jeeves warrants that (a) it holds the\n                necessary rights to provide the services set forth in this\n                Agreement; (b) the media containing the Licensed Products will\n                be free from defects for a period of thirty (30) days from the\n                date of delivery to Customer, provided that this warranty does\n                not cover defects due to Customer's misuse of the media; (c) Ask\n                Jeeves is free of any obligation that would prevent it from\n                entering into this Agreement, and (d) the Licensed Products will\n                perform substantially in accordance with Ask Jeeves published\n                documentation.\n\n        b.      YEAR 2000 WARRANTY. Ask Jeeves warrants, at no additional cost\n                to Customer and until March 31, 2001, the following under this\n                Agreement:\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n                                       7.\n\n\n                (i)     That the Licensed Products will accurately process,\n                        calculate, compare and sequence date and time data from,\n                        into and between the twentieth and twenty-first\n                        centuries, including leap year calculations, when used\n                        in accordance with Ask Jeeves supplied documentation. As\n                        used herein, the term accurately shall mean in\n                        accordance with industry standard conventions with\n                        respect to the environment in which the Licensed\n                        Products are operating;\n\n                (ii)    That the Licensed Products will accurately handle dates\n                        utilizing the International Standards Organization (ISO)\n                        8601 standard formats, including YYYY-MM-DD; and\n\n                (iii)   That any licensing keys contained in the Licensed\n                        Products will not expire or cause the Licensed Products\n                        to perform at less than full function due to the\n                        Software not performing as set out herein.\n\n                Customer's sole and exclusive remedy for Ask Jeeves' breach of\n                this warranty shall be either repair or replacement of the\n                non-compliant Licensed Product(s). Ask Jeeves agrees to use all\n                reasonable commercial efforts to complete such repair or\n                replacement within sixty (60) days of receiving written notice\n                from Customer of the non-compliant Licensed Product(s). This\n                warranty shall not be construed to limit any rights or remedies\n                that Customer may otherwise have under this Agreement with\n                respect to defects other than Year 2000 performance.\n\n13.     DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 12, ABOVE, ARE IN LIEU\n        OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS\n        OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (a) ANY\n        WARRANTY THAT THE LICENSED PRODUCTS ARE ERROR-FREE OR COMPATIBLE WITH\n        ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS (b) ANY AND ALL WARRANTIES OF\n        MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A\n        PARTICULAR PURPOSE.\n\n14.     LIMITATION OF LIABILITY. EXCEPT AS TO ITS INDEMNITY OBLIGATIONS UNDER\n        SECTION 10, ABOVE, ASK JEEVES IS NOT LIABLE FOR ANY DIRECT, INDIRECT,\n        INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF\n        PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE\n        GOODS INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN\n        CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF ASK JEEVES OR ANY OTHER\n        PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ASK JEEVES'\n        LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT UNDER ANY\n        CIRCUMSTANCES EXCEED THE GREATER OF THE AMOUNTS ACTUALLY PAID BY\n        CUSTOMER TO ASK JEEVES OR ONE MILLION DOLLARS \n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n                                       8.\n\n\n        ($1,000,000.00) (NET OF TRAVEL AND OUT OF POCKET COSTS) UNDER THIS\n        AGREEMENT.\n\n15.     EXPORT CONTROLS. Customer agrees to comply with and be responsible for\n        understanding any and all export regulations and rules now in effect or\n        that may be issued from time to time by the Office of Export\n        Administration of the United States Department of Commerce or any other\n        governmental authority that has jurisdiction relating to export laws.\n        Customer agrees to comply fully and strictly with the export controls\n        and laws of any country in which it does, or intends to do, business.\n        Ask Jeeves agrees to provide Customer with sufficient technical\n        information concerning the Licensed Products so that Customer may make\n        application for a U. S. export license and Ask Jeeves agrees to assign\n        any existing Ask Jeeves obtained export license for Customer's use in\n        exporting the Licensed Products.\n\n16.     CONFIDENTIALITY. All disclosures of proprietary and confidential\n        information in connection with this Agreement or the transaction\n        contemplated by this Agreement are governed by the terms of the\n        Corporate Non Disclosure Agreement previously executed by the parties, a\n        copy of which is attached as Exhibit F to this Agreement.\n\n17.     PUBLICITY.\n\n        a.      PRESS RELEASES AND ANNOUNCEMENTS. Ask Jeeves and Customer agree\n                that upon the execution of this Agreement, Customer and Ask\n                Jeeves will issue a joint press release, with text mutually\n                agreed to by the parties. Thereafter, neither party shall use\n                the name(s), trademark(s), tradename(s) or logo(s), whether or\n                not registered, of the other party in publicity releases without\n                securing the prior written approval of the other party;\n                provided, however, that (i) Ask Jeeves may use Customer's name\n                in its customer list; and (ii) each party may use specific\n                information previously approved for public release by the other,\n                without further approval. Each party agrees not to disclose to\n                any third party the terms of this Agreement.\n\n        b.      OTHER PUBLICITY. Beginning on the Release Date, Customer agrees\n                to (a) mention Ask Jeeves in directly related press releases;\n                (b) consider including mentions of Ask Jeeves in relevant\n                promotions and advertisements and, if requested to do so by Ask\n                Jeeves, not to unreasonably withhold consent; and (c)\n                prominently display the \"Powered by Ask Jeeves\" logo on the\n                question confirmation page, with a link from such logo to the\n                corporate systems information page on the Ask Jeeves website.\n\n18.     GENERAL PROVISIONS.\n\n        a.      ASSIGNMENT. Neither party may assign, sublicense or transfer its\n                rights or delegate its obligation under this Agreement without\n                the other party's prior written consent, which will not be\n                unreasonably withheld. This Agreement is binding on the\n                successors and assigns of the parties to the Agreement.\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n                                       9.\n\n\n        b.      WAIVER AND SEVERABILITY. The failure of either party to enforce\n                any provision of this Agreement shall not be deemed a waiver of\n                that provision or of the right of the party to thereafter\n                enforce that or any other provision. In case any provision of\n                this Agreement is held to be invalid, unenforceable or illegal,\n                the provision will be severed from this Agreement and such\n                invalidity, unenforceability or illegality will not affect any\n                other provision of the Agreement.\n\n        c.      RELATIONSHIP OF THE PARTIES. Ask Jeeves' relationship to\n                Customer is that of an independent contractor. Nothing in this\n                Agreement shall be deemed to create an employer\/employee,\n                principal\/agent or joint venture relationship. Neither party\n                shall have the authority to enter into any contract on behalf of\n                the other party without that party's express written consent.\n\n        d.      GOVERNING LAW. This Agreement shall be governed and construed in\n                accordance with the laws of the State of New York.\n\n        e.      ENTIRE AGREEMENT. This Agreement, along with the exhibits\n                attached and referenced in this Agreement, constitutes the final\n                and complete understanding between the parties and replaces and\n                supercedes all previous oral or written agreements,\n                understandings or arrangements between the parties with respect\n                to the subject matter of this Agreement. This Agreement may not\n                be amended or modified except in a writing duly executed by both\n                parties.\n\n        f.      EXHIBITS. The following exhibits are attached to the Agreement\n                and incorporated by reference:\n\n                Exhibit A      Knowledgebase Creation Services\n                Exhibit B      Knowledgebase Maintenance and Update Services\n                Exhibit C      Required Software Environment\n                Exhibit D      Compaq Standard Travel Guidelines\n                Exhibit E      Technical Support Guidelines\n                Exhibit F      Mutual Non-Disclosure Agreement\n\n        g.      NOTICES. Except as otherwise provided in this Agreement, notices\n                required to be given pursuant to this Agreement shall be\n                effective when received and shall be sufficient if given in\n                writing and (a) hand-delivered, (b) sent by facsimile with\n                confirmation of receipt, (c) sent by First Class Mail, return\n                receipt requested and postage pre-paid, or (d) sent by overnight\n                courier service and addressed as follows:\n\n                To Ask Jeeves:                 Ask Jeeves, Inc.\n                                               918 Parker Street\n                                               Berkeley, CA 94710\n                                               Attn: General Counsel\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n                                      10.\n\n\n                                               Telephone: (510) 649-8685\n                                               Fax: (510) 649-8633\n\n                To Customer:                   Compaq Computer Corporation\n                                               20555 S. H. 249\n                                               Houston, TX 77070\n                                               Attn: Legal Dept.  110701\n                                               And\n                                               Compaq Computer Corporation\n                                               20555 S. H. 249 MC060308\n                                               Houston, TX 77070\n                                               Attn: Cora Nell Worthy-Blumberg\n                                               Sr.  Commodity Manager,\n                                               Corp.  Software Procurement\n                                               Ph: 281-514-0961\n\n\n        IN WITNESS WHEREOF, ASK JEEVES, INC. and COMPAQ COMPUTER CORPORATION\nhave duly executed this Agreement as of the Effective Date.\n\nASK JEEVES, INC.                      COMPAQ COMPUTER CORPORATION\n\n\nBy:   \/s\/  R. W. Wrubel               By:   \/s\/  Kenny Kurtzman\n     ------------------------------       --------------------------------------\n       Robert W Wrubel, President\n                                      Printed\/Typed Name:   Kenny Kurtzman\n                                                           ---------------------\nTitle:  President                     Title:  V.P. and General Manager Compaq\n      -----------------------------         ------------------------------------\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\n                                      11.\n\n\n\n                                   EXHIBIT A1\n\n           [*]\n\n           Style Guidelines\n\n           [*]\n\n           Customer Extranet\n\n           [*]\n\n                        Knowledgebase Creation Schedule\n   \n           It is expected that the Knowledgebase (\"KB\") creation and\n           implementation activities will be conducted according to the schedule\n           below. This schedule may be changed jointly by Ask Jeeves and\n           Customer. Ask Jeeves will post the most up-to-date version of the\n           schedule to the Customer Extranet.\n    \n\n           [*]\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n                                      12.\n\n\n                                   EXHIBIT A2\n\n           [*]\n\n           Style Guidelines\n\n           [*]\n\n           Customer Extranet\n\n           [*]\n\n                        Knowledgebase Creation Schedule\n\n   \n           It is expected that the Knowledgebase (\"KB\") creation and\n           implementation activities will be conducted according to the schedule\n           below. This schedule may be changed jointly by Ask Jeeves and\n           Customer. Ask Jeeves will post the most up-to-date version of the\n           schedule to the Customer Extranet.\n    \n           [*]\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n                                      13.\n\n\n                                   EXHIBIT A3\n\n           [*]\n\n           Style Guidelines\n\n           [*]\n\n           Customer Extranet\n\n           [*]\n\n                        Knowledgebase Creation Schedule\n   \n           It is expected that the Knowledgebase (\"KB\") creation and\n           implementation activities will be conducted according to the\n           schedule below. This schedule may be changed jointly by Ask Jeeves\n           and Customer. Ask Jeeves will post the most up-to-date version of\n           the schedule to the Customer Extranet.\n    \n           [*]\n\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n                                      14.\n\n\n                                    EXHIBIT B\n\n\n                 Knowledgebase Maintenance and Update Services\n\n[*]\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n                                      15.\n\n\n                                    EXHIBIT C\n\n                          Required Software Environment\n\nThe Ask Jeeves software requires the following software environment:\n\n        a.      Windows NT Server 4.0 operating system, with Service Pack 4\n                installed\n\n        b.      Microsoft Internet Information Server (IIS) 4.0\n\nAsk Jeeves is compiled to run on Intel Pentium II CPUs, and has been deployed on\nboth single and dual processor systems. Minimum system requirements are:\n\n        c.      400MHz (or higher) Intel Pentium II processor (dual processors\n                recommended)\n\n        d.      512 MBRAM\n\n        e.      9 GB Hard Disk\n\n        f.      Fast Ethernet Hardware (100 Mbps)\n\nThe Ask Jeeves software is comprised of several dynamic link library (DLL)\nfiles, some HTML files, and several Active Server Page (ASP) files. The ASP\nfiles are a mixture of HTML and Visual Basic Script (VBScript) language\nroutines. The DLLs encapsulate the Ask Jeeves linguistic and matching\nalgorithms, while the ASP files embody the user interface.\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n                                      16.\n\n\n\n                                    EXHIBIT D\n\n                                ASK JEEVES-COMPAQ\n                          COMPAQ TRAVEL GUIDELINES FOR\n                           CONTRACTORS AND CONSULTANTS\n                                  4\/98 revision\n\nThis document describes guidelines to be used by Ask Jeeves (`Contractors and\nConsultants\") who are providing a service to Compaq when travel expenses are\nreimbursable. Travel expenses require prior approval of Compaq Computer Company\n(\"Compaq\"). Approved expenses shall be detailed separately on invoicing.\n\nCOMPAQ TRAVEL SERVICES\n\nCompaq Travel Services (CTS) has been established by Compaq to help reduce\noverall travel costs. Contract rates with travel suppliers are maintained via\nour on-site agency. CTS should be used by Contractors and Consultants whenever\npossible, unless Contractor\/Consultant rates are lower. All airline reservations\nshould be made via CTS using Compaq's preferred carriers. CTS is also available\nto assist with car rentals and hotel reservations. Reservations may be made with\nCTS during regular business hours (7:30 a.m. to 6:00 p.m. Central Time, Monday -\nFriday) by calling 281-518-7770.\n\nAIR TRAVEL\n\nCompaq has agreement in place with various airlines for travel within the United\nStates and around the world.\n\nCoach Class is the appropriate choice for a domestic travel. Business Class is\nappropriate only for international travel, recognizing that Coach Class may be\nnecessary if Business is unavailable. CTS will provide the most economical means\nof booking.\n\nConsistent with reasonable planning, air travel should generally be booked at\nthe lowest available rate within the required time constraints. The use of\nrestricted fares (non-refundable tickets) can result in substantial savings and\nis encouraged if travelers are certain of their schedules.\n\nThe cost of upgrading beyond the Guidelines stated above is not considered a\nreimbursable expense.\n\nLODGING\n\nCompaq has select agreements in place with hotel properties throughout the\nUnited States and around the world. A single room with private bath in a\nbusiness class hotel or motel should be requested.\n\nIt is recommended that Contractor or Consultant calls CTS for reservations in\norder to secure Compaq rates. If not possible, request Compaq Contractor rates.\n\nShould an extended stay be required at any location, long-term, apartment-style\nlodging should be investigated.\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n                                      17.\n\n\n\nGROUND TRANSPORTATION, GASOLINE, PARKING AND TOLLS\n\nFuel expenses, parking and tolls are reimbursable. An original receipt is\nrequired for reimbursement of expenses of $15.00 or more.\n\nCompaq has a worldwide agreement in place for car rental requirements. Rental\ncars are to be returned with a full tank of gasoline.\n\nCTS can provide information pertaining to alternate ground transportation\nrequirements, such as taxis or limousines.\n\nMEALS\n\nBecause the cost of meals varies widely according to location and environment,\nthere are no guidelines on dollars per meal or dollars per day. However,\nContractor\/Consultant personnel are expected to exercise prudence. Original\nreceipts must be submitted with the Expense Statement for meals costing $15.00\nor more.\n\nTELEPHONE CALLS\n\nWhile traveling, business calls specifically relevant to the scope of Compaq\nbusiness are reimbursable. For extended stay, one (1) personal call per day\ndomestically or three (3) personal calls per week for international travel is\nconsidered reasonable and shall be reimbursable.\n\nNON-REIMBURSABLE EXPENDITURES\n\nThe following miscellaneous items are expenses that will not be considered for\nreimbursement:\n\n-     Travel expenses for spouse or companion\n\n-     Personal portion of trip when combined with Compaq business\n\n-     Non-Compaq business portion of trip when combined with Compaq business\n\n-     Personal grooming items\n\n-     Flight insurance\n\n-     Airline or rental club dues\n\n-     In-room hotel movies\n\n-     Personal (or other non-Compaq) mail or packages\n\n-     Items for personal use\n\n-     Over weight luggage fees\n\n-     Drugs (prescription or over-the-counter)\n\n-     Sundries such as candy, gum, tobacco\n\n-     Newspapers of magazines\n\n-     Haircuts, shoe shines\n\n-     Spa, gym or golf fees\n\n-     Entertainment (movies, theater tickets, sporting events)\n\n-     Gifts\n\n-     In-flight movies\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n                                      18.\n\n\n                                    EXHIBIT E\n\n                          Technical Support Guidelines\n\n1.      Definitions.\n\n        (a)     Hours of Operation. Ask Jeeves will provide Customer with 7X24\n                support as set forth herein.\n\n        (b)     Problem. Any error, bug, or malfunction that makes any feature\n                of the Ask Jeeves Service perform unpredictably or otherwise\n                become intermittently available, or that causes the Service to\n                have a material degradation in response time performance.\n\n        (c)     Severe Problem. Any error, bug or malfunction that causes the\n                Ask Jeeves Service to become inaccessible to Customer and its\n                end-users, or that causes any feature of the Service to become\n                continuously unavailable.\n\n        (d)     Enhancement Request. A request by Customer to incorporate a new\n                feature or enhance an existing feature of the Service (exclusive\n                of maintenance of the Knowledgebase.)\n\n        (e)     Fix. A correction, fix, alteration or workaround that solves a\n                Problem or a Severe Problem.\n\n2.      Contact Points.\n\n        (a)     Customer Technical Support Personnel. Customer will designate no\n                more than three Customer employees as qualified to contact Ask\n                Jeeves for technical support.\n\n        (b)     Ask Jeeves Technical Support Personnel. Ask Jeeves will ensure\n                that its technical support personnel are adequately trained to\n                provide technical support to Customer. Ask Jeeves will provide\n                Customer with a web interface or an email address (the \"Support\n                Address\") as well as a pager number (the \"Support Pager\") for\n                contacting the Ask Jeeves Technical Support Personnel no later\n                than one week prior to the Launch Date. Ask Jeeves will provide\n                Customer with contact information for executive escalation no\n                later than one week prior to the Launch Date. Ask Jeeves may\n                change its designated Technical Support Personnel and the\n                executive escalation personnel at its discretion with reasonable\n                notice to Customer.\n\n3.      Support Procedures.\n\n        (a)     All Problems reported by Customer Technical Support Personnel to\n                Ask Jeeves must be submitted via web site or email to the\n                Support Address.\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n                                      19.\n\n\n\n        (b)     If Customer believes it is reporting a severe problem, Customer\n                will accompany its web site or email request with a page to the\n                Support Pager.\n\n        (c)     Upon receiving a report from Customer, Ask Jeeves will determine\n                whether the request is a Problem, a Severe Problem or an\n                Enhancement Request. Ask Jeeves will respond to the request and\n                use reasonable commercial efforts to provide a Fix as described\n                in the response table, below.\n\n        (d)     Ask Jeeves will use commercially reasonable efforts to inform\n                Customer Technical Support Personnel of Fixes.\n\n4.      Support Levels.\n\n        (a)     Customer will provide technical support to end users who email\n                or otherwise contact Customer directly with questions about the\n                Customer Site or the Service. Customer will use commercially\n                reasonable efforts to Fix any Problems without escalation to Ask\n                Jeeves.\n\n        (b)     Ask Jeeves will provide the following technical support solely\n                to Customer Technical Support Personnel.\n\n\n\nRECEIPT OF EMAIL                     TYPE OF EMAIL                TARGET RESPONSE                   TARGET FIX TIME AND\nREQUEST                              REQUEST                      TIME FROM EMAIL                   REPORTING\n                                                                  RECEIPT\n                                                                                           \nDuring business hours or other       Problem                      Within one business day           Commercially reasonable best\ntimes                                                                                               efforts with weekly status\n                                                                                                    reports to Customer\nDuring the hours of 8:00 a.m.  and   Severe Problem               Within four hours                 Commercially reasonable best\n6:00 p.m.  Pacific time                                                                             efforts with daily status\n                                                                                                    reports to Customer\nDuring other times                   Severe problem               Within four hours                 Commercially reasonable best\n                                                                                                    efforts with daily status\n                                                                                                    reports to Customer\nDuring business hours or other       Enhancement Requests         Within five business days         At Ask Jeeves discretion\ntimes\n\n\n        (c)     In the event Ask Jeeves does not respond to Customer within the\n                target response time from email receipt set froth above, then\n                Customer may contact the following Ask Jeeves executive\n                escalation personnel in order:\n\n           Project Manager\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n                                      20.\n\n\n\n                     Lauren Guzak, [lauren@ask.com, 510\/649-2184]\n\n           General Manager, Corporate Systems\n\n                     Fadi Samaha,   [*]\n\n           Chief Technical Officer\n\n                     David Warthen,  [*]\n\n           Chief Executive Officer\n\n                     Robert Wrubel,  [*]\n\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n                                      21.\n\n\n                                    EXHIBIT F\n\n                         Mutual Non-Disclosure Agreement\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n                                      22.\n\n\n\n                        MUTUAL NON-DISCLOSURE AGREEMENT\n\n\nEffective Date:  February 1, 1999\n\nIn order to protect certain Confidential Information, Compaq Computer\nCorporation and its wholly owned subsidiaries (\"COMPAQ\"), and the \"Participant\"\nidentified below, agree that:\n\n1. DISCLOSING PARTY: The party disclosing Confidential Information\n\n(\"Discloser\") is both parties\n(Note:  Fill in \"COMPAQ\", \"Participant\", or \"both parties\".)\n\n2. REPRESENTATIVES: Each party's representative for coordinating disclosure or\nreceipt of Confidential Information is:\n\nCOMPAQ     \/s\/Seth Romanow\n          ----------------------------------------------------\nParticipant:         \/s\/ Dan Miller\n              ------------------------------------------------\n\n3. DESCRIPTION OF CONFIDENTIAL INFORMATION: The Confidential Information\ndisclosed under this Agreement is described as:\n\nCOMPAQ Compaq.com and Compaq intranet information and related data not publicly\navailable. Compaq intranet\/internet configuration, related software\/equipment\nsupport structure, network configuration and related data, pre-release Compaq\nproduct information.\n\nParticipant Ask Jeeves technology, research and development and business plans\n(Note: Be specific: for example, individually list materials provided, if\nnecessary. Please attach additional sheets referencing this Agreement and signed\nby the parties.)\n\n4. RESTRICTIONS: The party receiving Confidential Information (\"Recipient\")\nshall maintain the Confidential Information in confidence and disclose the\nConfidential Information only to its employees, subcontractors, and consultants\nthat have a need to know such Confidential Information in order to fulfill the\npurpose described below provided that Recipient shall first have entered into a\nconfidentiality agreement with such employees, subcontractors, and consultants\nthat is substantially similar to this. Recipient shall make use of the\nConfidential Information only for the following purpose (check one):\n\n[ ]  Evaluation in anticipation of a business relationship between the parties.\n\n[ ]  Developing a proposal for Discloser.\n\n[ ]  Modification of Recipient's product to enhance compatibility with \n     Discloser's product.\n\n[X]  Furthering the business relationship between the parties.\n\n[ ]  Other \n           ---------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n(Requires approval from Compaq's legal dept. Be specific. If necessary, please\nattach additional sheet referencing this Agreement and signed by the parties.)\n\n\n5. CONFIDENTIALITY PERIOD: This Agreement and Recipient's duty to protect\nConfidential Information expires three (3) years from the date of receipt of\nConfidential Information.\n\n6. DISCLOSURE PERIOD: This Agreement applies to Confidential Information\ndescribed in Paragraph 3 that is disclosed between the Effective Date and two\n(2) years thereafter.\n\n7. STANDARD OF CARE: Recipient shall protect the disclosed Confidential\nInformation by using the same degree of care as Recipient\n\n                           COMPAQ COMPUTER CORPORATION\n                          20555 SH 249, P.O. Box 692000\n                             Houston, TX 77269-2000\n\nBy    \/s\/H. Seth Romanow                                                \n   -----------------------------------------------------\nPrinted Name         H. Seth Romanow                                    \n               -----------------------------------------\nTitle      Director, Internet\/Marketing                                 \n          ----------------------------------------------\n\nuses to protect its own Confidential Information _________ less than a\nreasonable degree of care to prevent the unauthorized use, disclosure,\ndissemination, or publication of the Confidential Information.\n\n8. MARKETING: Recipient's obligations shall only extend to Confidential\nInformation that is described in Paragraph 3, and that: (a) is marked as\nconfidential at the time of disclosure; or (b) is unmarked (e.g. orally\ndisclosed) but treated as confidential at the time of disclosure, and is\ndesignated as confidential in a written memorandum sent to Recipient's\nrepresentative within thirty (30) days of disclosure, summarizing the\nConfidential Information sufficiently for identification.\n\n9. EXCLUSIONS: This Agreement imposes no obligation upon Recipient with respect\nto Confidential Information that: (a) was rightfully in Recipient's possession\nbefore receipt from Discloser; (b) is or becomes a matter of public knowledge\nthrough no fault of Recipient; (c) is rightfully received by Recipient from a\nthird party without a duty of confidentiality; (d) is disclosed by Discloser to\na third party without a duty of confidentiality on the third party; (e) is\nindependently developed by Recipient; (f) must be disclosed under operation of\nlaw or regulation; or (g) is disclosed by Recipient with Discloser's prior\nwritten approval.\n\n10. WARRANTY: Each Discloser warrants that it has the right to make the\ndisclosures under this Agreement. NO OTHER WARRANTIES, INCLUDING WARRANTIES\nAGAINST INFRINGEMENT, ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT. ANY\nINFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED \"AS IS\".\n\n11. RIGHTS: Neither party acquires any intellectual property rights under this\nAgreement except the limited rights necessary to carry out the Purpose set forth\nin Paragraph 4. This Agreement shall not restrict reassignment of Recipient's\nemployees.\n\n12. EXPORT LAWS AND REGULATIONS: The parties agree to adhere to all applicable\nU.S. Export Laws and Regulations and that absent any required prior\nauthorization from the Office of Export Licensing. U.S. Department of Commerce,\nthey will knowingly export or re-export (as defined in Part 779 of the Export\nAdministration Regulations), directly or indirectly, through their affiliates,\nlicensees, or subsidiaries, any of the Confidential Information (or any product,\nprocess, or service resulting directly therefrom) to any country restricted by\nU.S. law or governmental order.\n\n13. ECONOMIC ESPIONAGE ACT: The Confidential Information disclosed under this\nAgreement is subject to the provisions of the Economic Espionage Act of 1995.\n\n14. MISCELLANEOUS:\n\n14a. This Agreement imposes no obligation on either party to purchase, transfer\nor otherwise dispose of any technology, services or products.\n\n14b. This Agreement does not create any agency or partnership relationship. Each\nparty is responsible for its own expenses incurred as a result of any\ndiscussions between the parties.\n\n14c. This Agreement embodies the entire understanding between the parties\npertaining to the subject matter hereof. Any additions or modifications to this\nAgreement must be made in writing and must be signed by both parties. Facsimile\nsignatures are deemed equivalent to original signatures for purposes of this\nAgreement.\n\n14d. This Agreement shall be construed according to the substantive laws of the\nState of Texas, U.S.A.\n\n                                   PARTICIPANT\n\nName       Ask Jeeves, Inc.                                             \n       -----------------------------------------------------------------\n                              (Name of Participant)\n\nAddress    918 Parker St.                                               \n       -----------------------------------------------------------------\n\n           Berkeley, CA  94710                                          \n       -----------------------------------------------------------------\n                            (Address of Participant)\n\nBy         \/s\/ Dan Miller                                               \n       -----------------------------------------------------------------\n                      (Signature of Authorized Participant)\n\nPrinted Name         Dan Miller                                         \n       -----------------------------------------------------------------\n\nTitle      EVP                                                          \n       -----------------------------------------------------------------\n\n[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY\nBRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE\n406 OF THE SECURITIES ACT OF 1933, AS AMENDED.\n\n\n\n                                      23.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6772,7162],"corporate_contracts_industries":[9508,9513],"corporate_contracts_types":[9613,9616],"class_list":["post-42486","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ask-jeeves-inc","corporate_contracts_companies-compaq-computer-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42486","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=42486"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42486"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42486"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42486"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}