{"id":42518,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/map-server-license-agreement-microsoft-corp-and-expedia-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"map-server-license-agreement-microsoft-corp-and-expedia-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/map-server-license-agreement-microsoft-corp-and-expedia-inc.html","title":{"rendered":"Map Server License Agreement – Microsoft Corp. and Expedia Inc."},"content":{"rendered":"\n AMENDED AND RESTATED MAP SERVER LICENSE AGREEMENT\n BETWEEN MICROSOFT CORPORATION AND EXPEDIA, INC.\n\nTHIS AMENDED AND RESTATED AGREEMENT (this \"Agreement\") is entered into as of\nAugust 15, 2001 (the \"Effective Date\") by and between MICROSOFT CORPORATION, a\ncorporation organized under the laws of the State of Washington (\"Microsoft\"),\nand EXPEDIA, INC., a corporation organized under the laws of the State of\nWashington(\"Expedia\"), with reference to the following facts:\n\n A. On or about October 1, 1999, Microsoft caused the formation of Expedia\nand transferred certain Microsoft assets to Expedia in return for certain stock\nin Expedia.\n\n B. To assist Expedia in its day-to-day operations as a new corporate\nentity, Microsoft and Expedia entered into a Map Server License Agreement dated\nas of October 1, 1999 (the \"Map Server Agreement\"), pursuant to which Microsoft\nprovided certain local street maps and driving directions and other mapping\nservices to Expedia, and Expedia engaged Microsoft to provide such services.\n\n C. The parties now desire to amend and supercede the Map Server License\nAgreement in its entirety by entering into this Amended and Restated Map Server\nLicense Agreement pursuant to the terms and conditions set forth herein.\n\n THEREFORE, the parties hereby agree as follows:\n\n1. Definitions\n\n 1.1 \"Affiliates\" shall mean any entity in which, as of the Effective Date,\nExpedia, directly or indirectly, or through one or more intermediaries, holds\nthe beneficial ownership of more than fifty percent (50%) of the equity\nsecurities or interests, and only so long as such ownership continues.\n\n 1.2 \"Data\" shall mean all third-party data licensed by Microsoft and used\nin Maps and in the separate Data Dump, as of the Effective Date.\n\n 1.3 \"Data Dump\" shall mean the set of data including but not limited to\nPoints of Interest, city, and region, generally containing unique identifiers\nsuch as the related geographic location, name, type, and language, and used in\nExpedia's cataloging system to enable users to search by Point of Interest when\nperforming a search on Expedia.\n\n 1.4 \"Expedia Icon\" shall mean any graphics or text, including, without\nlimitation, persistent hyperlinks in the form of an Expedia logo or other\nrepresentational icon created by Expedia for an Expedia travel service or\nproduct.\n\n 1.5 \"Expedia Data Feed\" shall mean the data supplied by Expedia to\nMicrosoft which contains the geographic location for any travel service offered\nby Expedia, and the location \n\n Microsoft Confidential\n\n 1\n\n \nwhere the Expedia Icon or other representational icon, which includes an\nunderlying URL to the Expedia Web Site, should be placed on the MapPoint.Net\nMaps used by Expedia.\n\n 1.6 \"ExpediaMaps\" shall mean the map services provided on the Expedia Web\nSite, located at www.expedia.com as of the Effective Date.\n\n 1.7 \"Expedia Updates\" shall mean any updates, upgrades, error corrections,\nor other improvements to the Server Technology that Expedia or its Affiliates\nmay have developed or will develop pursuant to this Agreement.\n\n 1.8 \"Expedia Web Site\" means any web site owned or controlled by Expedia or\nits Affiliates, which is accessed by users.\n\n 1.9 \"Launch Date\" shall mean the date that Expedia begins providing travel\nservices with maps served from computers hosted by Microsoft, and which in no\nevent will be later than six (6) months after the Effective Date; provided\nMicrosoft has meet the requirements of Exhibit C and the parties have not\nmutually agreed to postpone such use.\n\n 1.10 \"Link\" shall mean: (i) one or more hyperlinks located on the\napplicable areas of the MapPoint.Net Maps, or (iii) any other alternative method\nthat enables a user to access Expedia. Links also include any connection to\nExpedia through the Internet, email, broadband, Internet II, wireless and\nhandheld devices, cell phones, digital appliances, or other digital interactive\nmeans, networks, devices, or transmissions (whether existing now or in the\nfuture).\n\n 1.11 \"Maps\" shall mean collectively, the ExpediaMaps and the MapPoint.Net\nMaps.\n\n 1.12 \"MapPoint.Net Maps\" shall mean a reliable web-enabled mapping solution\ndeveloped by Microsoft that includes interactive maps, proximity searching and\ndetailed driving directions.\n\n 1.13 \"Point of Interest\" shall mean those certain geographic locations,\nwhich include but are not limited to, such places as campgrounds, parks and\nother attractions or places of interest (e.g. the Empire State Building).\n\n 1.14 \"Server Technology\" shall mean the computer software owned by\nMicrosoft and listed in Exhibit A.\n\n 1.15 \"Service\" shall mean the hosting of Server Technology, MapPoint.Net\nMaps, specifications and formats, and which includes without limitation the\ntesting, implementation, hosting, maintenance, support, operation and update\nschedules, as applicable, for the Server Technology, Data and MapPoint.Net Maps\nas provided by Microsoft to Expedia as a part of such service, which enables\nExpedia to use the MapPoint.Net Maps as contemplated herein.\n\n Microsoft Confidential\n\n 2\n\n \n2. Delivery, Operation, and Use \n ----------------------------\n\n 2.1 Delivery. The parties acknowledge that Expedia already has copies of\n --------\nthe Server Technology and Data in its possession as of the Effective Date.\n\n 2.2 Updates and Error Corrections.\n -----------------------------\n\n (a) Microsoft. Microsoft and Expedia will cooperate to test the initial\n ---------\nversion of MapPoint.Net Maps that Microsoft is operating as of the Effective\nDate in a beta environment to ascertain if it meets the stability requirements\noutlined in Exhibit C hereto. Each upgrade thereto shall be tested in a similar\nfashion. The parties will cooperate to ensure that the beta testing of the\ninitial version and any upgrade thereto is concluded in a timely manner.\n\n (b) MapPoint.Net Map Updates. When and if Microsoft makes commercially\n ------------------------\navailable during the term of this Agreement any updates, upgrades, error\ncorrections, or other improvements to the MapPoint.Net Maps (\"MapPoint.Net Map\nUpdates\"), Microsoft shall promptly make available such MapPoint.Net Map Updates\nto Expedia on servers hosted by Microsoft to the extent permitted under\napplicable license agreements. Upon Expedia's commencement of use, such\nMapPoint.Net Updates shall be considered part of the MapPoint.Net Maps for\npurposes of this Agreement. Expedia must commence using each MapPoint.Net Map\nUpdate within sixty (60) days after it is first made commercially available;\nprovided they meet the requirements of Exhibit C and the parties have not\nmutually agreed to postpone such use.\n\n (c) Expedia. In the event that Expedia or its Affiliate develops any\n -------\nupdates, upgrades, error corrections, or other improvements to the Server\nTechnology, Expedia shall promptly deliver, or cause its Affiliate to deliver,\nsuch Expedia Updates to Microsoft.\n\n 2.3 Support and Operation. Prior to the Launch Date, Expedia shall be\n ---------------------\nsolely responsible for the support and operation of the ExpediaMaps. Effective\nas of the Launch Date, Microsoft shall be solely responsible for the support and\noperation of the Maps, and agrees to provide the Service to Expedia in\naccordance with Exhibit C hereto with at least the same service level that\nMicrosoft will provide to the Microsoft properties currently using ExpediaMaps\nback-end map server, which shall be no less than a commercially reasonable\nservice level. As of the Effective Date, these Microsoft properties include\nCarPoint, Home Advisor, MS Commute, MSN Mobile, MSNBC and Yellow Pages (the\n\"Microsoft Backend Properties\"). Microsoft shall insure that it has the server\ninfrastructure necessary to deliver stable service and handle the volume of\ncalls\/queries to Expedia's MapPoint.Net Maps servers that will be generated by\nusage levels forecasted quarterly by Expedia pursuant to Section 2.4, and that\nsuch service shall be delivered in a high grade and professional manner and in\naccordance with this Section 2.3 and Exhibit C. Microsoft will provide Expedia\nwith ninety (90) days advanced notice should Microsoft change or alter in any\nway the underlying latitude\/longitude system provided at the time of launch of\nMapPoint.Net Maps on Expedia. The parties will implement a process for Expedia's\ntransition to use of MapPoint.Net Maps as set forth in Section 2.5 below.\n\n\n Microsoft Confidential\n\n 3\n\n \n 2.4 Expedia will make a commercially reasonable effort to provide Microsoft\nwith reasonably accurate quarterly forecast of usage and sixty (60) days advance\nnotice of any known significant usage volume increases and major releases.\n\n 2.5 Transition Plan. The parties agree that Expedia's transition to\n ---------------\nMapPoint.Net Maps will proceed as follows:\n\n (a) Prior to the Launch Date, Microsoft shall provide Expedia with an\nexplanation of the services and operating procedures not specified on Exhibit C\nthat Microsoft will provide.\n\n (b) Microsoft shall resolve the four (4) bugs which are listed on \nExhibit E hereto prior to the Launch Date.\n\n (c) Microsoft and Expedia will test the initial version of MapPoint.Net\npursuant to Section 2.1 above.\n\n (d) Expedia must give Microsoft at least sixty (60) days prior written\nnotice of the actual Launch Date.\n\n (e) The current map server URLs owned by Expedia and used for providing\nMaps to certain ExpediaMaps users will be allowed to reference Expedia's\ndedicated cluster for MapPoint.Net. Expedia will put the redirect in place to\nthe Microsoft servers.\n\n 2.6 Use of Maps. \n -------------\n\n (a) The parties acknowledge that Microsoft is already using ExpediaMaps\nto serve local street maps and\/or provide driving directions in the Microsoft\nBackend Properties. Microsoft agrees that by the Launch Date, it shall cease use\nof ExpediaMaps on the Microsoft Backend Properties, and in any and all current\nand future version of any Microsoft software programs (currently used in Front\nPage, MacOffice, Entourage, and Microsoft Outlook). Notwithstanding the\nforegoing, Microsoft shall not be required to cease use of ExpediaMaps in\nMicrosoft Hotmail, Microsoft IESearch or MSN.com, or to stop linking to the\nfront end of an Expedia Web Site; provided, however, that following the Launch\nDate, Expedia shall not be obligated to provide mapping services to any\nMicrosoft property or product.\n\n (b) Notwithstanding anything to the contrary in this Agreement, the \nparties agree and acknowledge that Expedia shall not be required to use or\ncontinue to use all or any part of the MapPoint.Net Maps or the Service provided\nby Microsoft until six (6) months after the Effective Date, provided that such\nMapPoint.Net Maps or Service meet the requirements of Exhibit C and the parties\nhave not mutually agreed to postpone such use.\n\n 2.7 MapPoint.Net Map Functionality. Within one (1) year following the\n ------------------------------\nEffective Date, Microsoft, at its sole cost and expense, will develop for\nMapPoint.Net Maps functionality which enables Expedia, at its option, to display\nwithin such MapPoint.Net Maps, an Expedia Icon or a icon rendered by Microsoft\nto represent the specific location of a travel service made \n\n\n Microsoft Confidential\n\n 4\n\n \navailable by Expedia (\"Representational Icon\"), which will contain a Link back\nto an Expedia Web Site determined by Expedia.\n\n 2.8 Co-Branding.\n\n (a) Except pursuant to certain Expedia agreements where Maps are not\nbranded with Expedia Icons, the parties agree that all Maps used by Expedia will\ncontain an Expedia Icon and the MapPoint.Net logo designated by Microsoft from\ntime to time. The parties agree that in any case where a Map is not branded with\nan Expedia logo, Expedia shall not be required to brand such Map with a\nMicrosoft logo. In no event shall the Microsoft MapPoint.Net logo contain\ndesignations such as \"www.\" or \"http:\/\/\" or marks of similar intent that serve\n ---- -------\nas a protocol designator, or function as a clickable link to any Web page. The\nExpedia Icon and the MapPoint.Net icon will not include any third party marks or\nadvertisements. The Expedia Icon shall appear in close proximity to MapPoint.Net\nlogo, with the placement and size of such co-branding to be commercially\nreasonable and mutually agreeable to the parties. A representative sample of the\nMap co-branding is attached as Exhibit G hereto.\n\n (b) Microsoft shall maintain the Expedia Icon provided to Microsoft by\nExpedia for such co-branding or any addition to or substitute thereof that\nExpedia may provide to Microsoft from time-to-time during the term of this\nAgreement. In the event Expedia provides Microsoft with a new or modified\nExpedia Icon for such co-branding, Microsoft shall implement the new Expedia\nIcon within thirty (30) days following receipt of the update from Expedia.\nMicrosoft shall not use any Expedia Icon in any other manner or for any other\npurpose without prior written approval by Expedia. Expedia shall not use any\ntrademark of Microsoft in any manner or for any purpose without prior written\napproval by Microsoft.\n\n 2.9 Dataset Updates. Microsoft will use commercially reasonable efforts to\n ---------------\nupdate the Data on a quarterly basis.\n\n 2.10 Point of Interest Display. Expedia shall have the right to select\n -------------------------\nwhich Point of Interest will be displayed on the MapPoint.Net Maps provided by\nMicrosoft to Expedia in accordance with this Agreement.\n\n3. License\n -------\n\n 3.1 Server Technology. Microsoft hereby grants to Expedia and its\n -----------------\nAffiliates a perpetual license (i) to make, use, reproduce, modify, adapt,\ncreate derivative works based on, and translate the Server Technology in object\ncode and source code form, and (ii) to distribute (directly and indirectly),\ntransmit, display and perform publicly, license, rent, lease, and sell the\nServer Technology in connection with Maps in object code form. Notwithstanding\nthe foregoing, Expedia and its Affiliates shall have no right to distribute,\ntransmit, display, license, rent, lease or sell in any manner any portion of the\nServer Technology implemented in the Microsoft Geography Product Unit's retail\nproducts or internal tools without the prior approval of Microsoft.\nAdditionally, Expedia agrees, for itself and on behalf of its Affiliates, that\nExpedia and its Affiliates shall not license the Server Technology, in any\nmanner, to third parties that produce products or services that are competitive\nwith the Microsoft Geography Product Unit's \n\n\n Microsoft Confidential\n\n 5\n\n \nor the Learning Business Unit's products or services without the prior approval\nof Microsoft, which approval shall not be unreasonably withheld or delayed.\n\n 3.2 Third Party Exclusions. For twenty-four (24) months after the Effective\nDate, Microsoft agrees that it will not with respect to local street maps and\ndriving directions and other mapping services, provide such mapping services to\nthe following entities through a direct contractual agreement with such\nentities: Hotel Reservations Network, Travelocity, Orbitz, Cendant (but only\nwith regard to Cendant's travel-related services and businesses), Priceline, or\nany entity that, at the time such agreement is executed, is a wholly owned\nsubsidiary of any of the foregoing entities. Notwithstanding the foregoing,\nTravelocity shall remain an excluded party for the term of this Agreement. In\naddition, Microsoft agrees that Expedia shall be a provider of travel booking,\ntravel service or travel Point of Interest data that is featured and\/or\nintegrated into the Maps provided and\/or developed by the Microsoft Geography\nProduct Unit.\n\n 3.3 Data. As of the Effective Date, Microsoft has licenses to use the Data\n ----\nfor Microsoft's own business purposes. To the extent Microsoft has the right to\nsublicense rights in Data to Expedia for Expedia's business purposes, Microsoft\nhereby does so sublicense the Data for use in connection with Maps and the Data\nDump. To the extent Microsoft does not have the right to sublicense Data to\nExpedia and to the extent such sublicense is necessary for the purposes of the\nServices described in Section 2.3 above, Microsoft shall use reasonable efforts\nto assist Expedia to obtain licenses in such Data, at Expedia's expense.\nAdditionally, Expedia agrees that it shall not license the Data, in any manner,\nto third parties that produce products or services that are competitive with the\nMicrosoft Geography Product Unit's or the Learning Business Unit's products or\nservices without the prior approval of Microsoft, which approval shall not be\nunreasonably withheld or delayed.\n\n 3.4 Expedia Updates to Server Technology. Expedia, on behalf of itself and\n ------------------------------------\nits Affiliates, hereby irrevocably conveys and assigns to Microsoft, and agrees\nto assign to Microsoft, all right, title and interest in any copyrights in the\nExpedia Updates, and in all renewals and extensions of those copyrights that may\nbe secured under the laws now or hereafter in force and effect in the United\nStates of America or in any other country or countries.\n\n4. Payments\n --------\n\n 4.1 Server Technology. Microsoft shall provide the licenses in the Server\n -----------------\nTechnology to Expedia free of charge. Commencing upon the Launch Date, Expedia\nmay, but shall not be required to, develop Expedia Updates to the Server\nTechnology, but to the extent they are developed they shall promptly be\ndelivered to Microsoft.\n\n 4.2 Payment Schedules. The payment schedules for services delivered under\nthis Agreement and prior to the Effective Date of this Agreement are on Exhibit\nF attached hereto.\n\n 4.3 Most Favored Nation. Microsoft will not charge Expedia a price for\nServices rendered under this Agreement, or provide Expedia with a level of\nservice, that is less favorable than the rates charged or the services provided\nto any third party unless such third party agrees to \n\n\n Microsoft Confidential\n\n 6\n\n \nuse MapPoint.Net Maps more frequently than Expedia's then current actual usage\nof MapPoint.Net Maps.\n\n5. Confidential Information. The parties understand and acknowledge that each of\n ------------------------\nthem (and their respective employees, consultants and subcontractors) may have\ndisclosed to it, in connection with the rendition of services and performance of\ntheir obligations of this Agreement, confidential and\/or proprietary information\nof the other party. The terms and conditions of that certain Non-Disclosure\nAgreement between the parties, dated October 1, 1999, shall apply to all such\nconfidential and proprietary information. Microsoft and Expedia each agree that\nthe terms and conditions of this Agreement, including its attachments, will be\ndeemed to constitute, and be treated as, confidential information pursuant to\nthis Section 5.\n\n6. Warranties, Indemnification, and Limitation of Liability\n --------------------------------------------------------\n\n 6.1 Warranties. \n ----------\n\n (a) Microsoft represents and warrants that it is a corporation duly\norganized, validly existing, and in good standing under the laws of the State of\nWashington and has authority to enter into this Agreement and perform its\nobligations hereunder; and\n\n (b) Microsoft represents and warrants that it has and will not grant \nany rights in the Server Technology to any third party that are inconsistent\nwith the rights granted to Expedia herein.\n\n (c) Expedia represents and warrants that it is a corporation duly\norganized, validly existing, and in good standing under the laws of the State of\nWashington and has authority to enter into this Agreement and perform its\nobligations hereunder.\n\n (D) EXCEPT AS PROVIDED IN THIS SECTION 6.1, EACH PARTY DISCLAIMS ALL\nWARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO\nANY (IF ANY) IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR\nPURPOSE, OF LACK OF VIRUSES. THE SERVER TECHNOLOGY, DATA, EXPEDIA UPDATES, AND\nMAPS ARE PROVIDED AS IS WITH ALL FAULTS, AND NO WARRANTIES OR PROMISES ARE MADE\nTHAT LICENSED MATERIALS WILL WORK OR WORK FOR ANY PARTICULAR PURPOSE. ALSO,\nTHERE IS NO WARRANTY OF TITLE, AUTHORITY, OR NONINFRINGEMENT IN THE LICENSED\nMATERIALS.\n\n 6.2 Indemnification. \n ---------------\n\n (a) Microsoft. \n ---------\n\n (i) Microsoft shall indemnify and hold harmless Expedia and \nExpedia's directors, officers, employees, and agents (each, an \"Expedia\nClaimant\"), from any and all third party claims, demands, actions or causes of\naction, costs, liabilities, losses, expenses, damages, judgments, awards,\ncharges and amounts paid in settlement (including \n\n\n Microsoft Confidential\n\n 7\n\n \nreasonable attorney's fees, costs and expert witness fees) brought against such\nExpedia Claimant to the extent it is based upon a claim that the Server\nTechnology infringe any copyright or patent or misappropriate any trade secret\nof a third party (\"Expedia Claims\").\n\n (ii) In the event any third party asserts a claim of\ninfringement with respect to any Server Technology or any portion thereof,\nMicrosoft shall notify Expedia promptly and may, at Microsoft's expense, replace\nor modify the Server Technology or portion thereof with a version that is non-\ninfringing, provided that the replacement or modified version has substantially\nequivalent functionality to the version being replaced.\n\n (iii) Microsoft shall have no obligation to indemnify under this \nSection 6.2 to the extent an Expedia Claim arises out of an Expedia Claimant's\ncontinuing use of infringing Server Technology after (a) Microsoft has provided\na non-infringing replacement with substantially equivalent functionality, and\n(b) the Expedia Claimant has had a reasonable amount of time to test and\nimplement the replacement version.\n\n (iv) In the event an Expedia Claim is made or filed against an \nExpedia Claimant, the Expedia Claimant shall promptly notify Microsoft of the\nsame in writing, and Microsoft shall defend, compromise, and\/or settle the\nExpedia Claim at its expense. Microsoft shall not be responsible for the\nexpenses, including counsel fees, of the Expedia Claimant incurred after\nMicrosoft assumes defense of the Expedia Claim, but the Expedia Claimant may\nparticipate therein and retain counsel at its own expense. Microsoft will not be\nresponsible for any settlement made by Expedia or any Expedia Claimant without\nMicrosoft's written permission, which will not be unreasonably withheld or\ndelayed. Microsoft will not consent to the entry of any judgment or enter into\nany settlement affecting the Expedia Claimant, to the extent that the judgment\nor settlement involves more than the payment of money, without the prior consent\nof the Expedia Claimant, which consent shall not be unreasonably withheld or\ndelayed. Expedia and any Expedia Claimant shall provide information, assistance\nand authority, at Expedia's expense, to help Microsoft defend, compromise or\nsettle such Expedia Claim.\n\n (v) Microsoft shall indemnify and hold harmless any Expedia \nClaimant from and against any foreign, U.S. federal, state, local, municipal or\nother governmental taxes, duties, levies, fees, excises or tariffs, arising as a\nresult of or in connection with the transactions associated with the use by\nMicrosoft of ExpediaMaps, including, without limitation, any state or local\nsales or use taxes or any value added tax or business transfer tax now or\nhereafter imposed on or with respect to such transactions. All such taxes (and\nany penalties, interest, or other additions to any such taxes), with the\nexception of taxes imposed on Expedia's net income or with respect to Expedia's\nproperty ownership, shall be the financial responsibility of Microsoft.\nMicrosoft agrees to indemnify, defend and hold Expedia harmless from any claims,\ncauses of action, costs (including, without limitation, reasonable attorneys'\nfees) and any other liabilities of any nature whatsoever related to such taxes.\nThis section shall govern the treatment of all taxes arising as a result of or\nin connection with the transactions associated with the use by Microsoft of\nExpediaMaps notwithstanding any other section of this Agreement.\n\n\n Microsoft Confidential\n\n 8\n\n \n(b) Expedia.\n -------\n\n (i) Expedia shall indemnify and hold harmless Microsoft, its \nAffiliates and the directors, officers, employees, and agents of the foregoing\n(each, an \"Microsoft Claimant\"), from any and all third party claims, demands,\nactions or causes of action, costs, liabilities, losses, expenses, damages,\njudgments, awards, charges and amounts paid in settlement (including reasonable\nattorney's fees, costs and expert witness fees) brought against such Microsoft\nClaimant to the extent it is based upon a claim that an Expedia Icon or the\nExpedia Updates infringe any copyright, trademark, trade dress, privacy right,\npublicity right or patent, or misappropriate any trade secret of a third party,\nor constitutes unfair competition or unfair trade practices (\"Microsoft\nClaims\").\n\n (ii) In the event any third party asserts a claim of\ninfringement with respect to any Expedia Icon or Expedia Updates or any portion\nthereof, Expedia shall notify Microsoft promptly and may, at Expedia's expense,\nreplace or modify the Expedia Icon or Expedia Updates or portion thereof with a\nversion that is non-infringing, provided that the replacement or modified\nversion has substantially equivalent functionality to the version being\nreplaced.\n\n (iii) Expedia shall have no obligation to indemnify under this \nSection 6.2 to the extent a Microsoft Claim arises out of a Microsoft Claimant's\ncontinuing use of infringing Expedia Icon or Expedia Updates after (a) Expedia\nhas provided a non-infringing replacement with substantially equivalent\nfunctionality, and (b) the Microsoft Claimant has had a reasonable amount of\ntime to test and implement the replacement version.\n\n (iv) In the event a Microsoft Claim is made or filed against a \nMicrosoft Claimant, the Microsoft Claimant shall promptly notify Expedia of the\nsame in writing, and Expedia shall defend, compromise, and\/or settle the\nMicrosoft Claim at its expense. Expedia shall not be responsible for the\nexpenses, including counsel fees, of the Microsoft Claimant incurred after\nExpedia assumes defense of the Microsoft Claim, but the Microsoft Claimant may\nparticipate therein and retain counsel at its own expense. Expedia will not be\nresponsible for any settlement made by Microsoft or any Microsoft Claimant\nwithout Expedia's written permission, which will not be unreasonably withheld or\ndelayed. Expedia will not consent to the entry of any judgment or enter into any\nsettlement affecting the Microsoft Claimant, to the extent that the judgment or\nsettlement involves more than the payment of money, without the prior consent of\nthe Microsoft Claimant, which consent shall not be unreasonably withheld or\ndelayed. Microsoft and any Microsoft Claimant shall provide information,\nassistance and authority, at Microsoft's expense, to help Expedia defend,\ncompromise or settle such Microsoft Claim.\n\n (v) Expedia shall indemnify and hold harmless any Microsoft \nClaimant from and against any foreign, U.S. federal, state, local, municipal or\nother governmental taxes, duties, levies, fees, excises or tariffs, arising as a\nresult of or in connection with the transactions contemplated under this\nAgreement (other than with respect to the use of and payments for ExpediaMaps)\nincluding, without limitation, any state or local sales or use taxes or any\nvalue added tax or business transfer tax now or hereafter imposed on or with\nrespect to such transactions. All such taxes (and any penalties, interest, or\nother additions to any such \n\n\n Microsoft Confidential\n\n 9\n\n \ntaxes), with the exception of taxes imposed on Microsoft's net income or with\nrespect to Microsoft's property ownership, shall be the financial responsibility\nof Expedia. Expedia agrees to indemnify, defend and hold Microsoft harmless from\nany claims, causes of action, costs (including, without limitation, reasonable\nattorneys' fees) and any other liabilities of any nature whatsoever related to\nsuch taxes. This section shall govern the treatment of all taxes arising as a\nresult of or in connection with this Agreement (other than with respect to the\nuse of and payments for ExpediaMaps) notwithstanding any other section of this\nAgreement.\n\n 6.3 Data. The parties agree that Expedia shall benefit from any warranties\n ----\nand\/or indemnification for Data provided by Data licensors under Microsoft's\nlicense agreements for Data, to the extent such warranties and\/or\nindemnification extend to Expedia.\n\n 6.4 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE\n -----------------------\nLAW AND EXCEPT WITH RESPECT TO ANY BREACH OF CONFIDENTIALITY OWED UNDER SECTION\n5, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR\nCONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS\nAGREEMENT, EVEN IF THE PARTY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7. Term\n ----\n\n 7.1 Term. This Agreement shall take effect upon the Effective Date and\n ----\nshall continue in full force and effect, unless earlier terminated as provided\nherein, for a period of four (4) years. Thereafter, this Agreement shall be\nautomatically renewed and continue in full force and effect for additional one\nyear periods through each subsequent anniversary of the Effective Date unless\neither party gives at least sixty (60) days notice prior to the beginning of\nsuch renewal term that such party is terminating this Agreement.\n\n 7.2 Termination for Breach. In the event either party materially fails to\n ----------------------\nperform or comply with this Agreement or any provision thereof, and fails to\nremedy the default within sixty (60) days after the receipt of notice to that\neffect, then the other party shall have the right, at its sole option and upon\nwritten notice to the defaulting party, to terminate this Agreement upon written\nnotice. Any notice of breach hereunder shall be prominently labeled \"NOTICE OF\nDEFAULT,\" and if to Microsoft, shall be copied to Microsoft's Law & Corporate\nAffairs Department, attn. U.S. Legal Group.\n\n 7.3 Expedia Termination for Convenience. Expedia may terminate this\n ---------------------------\nAgreement at any time without cause upon ninety (90) days written notice to\nMicrosoft; provided, however, that upon receipt of such notice Microsoft's\nobligations under Section 3.2 (Third Party Exclusions) and Section 4.5 (Most\nFavored Nation) shall immediately terminate.\n\n 7.4 Microsoft Termination for Convenience. Microsoft may terminate this\n -------------------------------------\nAgreement at any time without cause upon one hundred and eighty (180) days prior\nwritten notice to Expedia.\n\n\n Microsoft Confidential\n\n 10\n\n \n 7.5 Transition Upon Termination. If Microsoft exits the mapping business,\n ---------------------------\nMicrosoft shall reasonably cooperate with and provide reasonable assistance to\nExpedia and any third parties authorized by Expedia to undertake performance of\nservices necessary for the continued and uninterrupted provision of MapPoint.Net\nMaps to Expedia.\n\n 7.6 Remedies Cumulative. The rights and remedies provided in this section\n -------------------\nshall not be exclusive and are in addition to any other rights and remedies\nprovided by law or this Agreement.\n\n 7.7 Survival. The following provisions shall survive termination or\n --------\nexpiration of this Agreement: Sections 1, 2.2(c), 3.1, 3.4, 4.1, 5, 6, 7, and 8.\n\n8. general\n -------\n\n 8.1 Entire Agreement. This Agreement constitutes the entire agreement of\n ----------------\nthe parties with respect to the subject matter hereof, and supersedes and\nterminates any and all prior agreements or contracts, oral or written, entered\ninto between the parties relating to the subject matter hereof.\n\n 8.2 Amendments. This Agreement shall not be amended or otherwise modified\n ----------\nexcept by a written agreement dated subsequent to the date of this Agreement and\nsigned on behalf of Microsoft and Expedia by their respective duly authorized\nrepresentatives.\n\n 8.3 Governing Law. This Agreement shall be governed by and construed in\n -------------\naccordance with the laws of the State of Washington.\n\n 8.4 Assignment. Neither party may assign this Agreement, or any portion\n ----------\nthereof, to any third party unless the other party expressly consents to such\nassignment in writing, which consent may be given or withheld in the sole\ndiscretion of the applicable party whose consent is requested. For the purposes\nof this Agreement, a merger, consolidation, or other corporate reorganization,\nor a transfer or sale of a controlling interest in a party's stock, or of all or\nsubstantially all of its assets shall be deemed to be an assignment.\n\n 8.5 Notices. All notices in connection with this Agreement shall be deemed\n -------\ngiven as of the day they are sent by electronic transmission, sent by facsimile\nor deposited with a commercial courier for delivery to other party at the\nfollowing addresses:\n\n\n Microsoft: Microsoft Corporation\n One Microsoft Way\n Redmond, Washington 98052-6399\n\n Tel: (425) 882-8080\n Fax: (425) 936-7329\n\n Attention: Chief Financial Officer\n\n Treasurer\n\n With copy to: Law and Corporate Affairs\n\n\n Microsoft Confidential\n\n 11\n\n \n Expedia: Expedia, Inc.\n 13810 S.E. Eastgate Way\n Suite 400\n Bellevue, WA 98005\n\n Tel: 425-564-7200\n Fax: 425-564-7240\n\n Attention: President\n Chief Financial Officer\n\n\nor to such other address and\/or telex and facsimile number as the party to\nreceive the notice or request so designates by written notice to the other.\n\n 8.6 No Waiver. No waiver of any breach of any provision of this Agreement\n ---------\nshall constitute a waiver of any prior, concurrent or subsequent breach of the\nsame or any other provisions hereof, and no waiver shall be effective unless\nmade in writing and signed by an authorized representative of the waiving party.\n\n 8.7 Savings Clause. If any provision of this Agreement shall be held by a\n --------------\ncourt of competent jurisdiction to be illegal, invalid or unenforceable, the\nremaining provisions shall remain in full force and effect.\n\n 8.8 Further Assurances. Each party agrees to take such further action and\n ------------------\nexecute, deliver and\/or file such documents or instruments as are necessary to\ncarry out the terms and purposes of this Agreement.\n\n 8.9 Section Headings. The section headings used in this Agreement are\n ----------------\nintended for convenience only and shall not be deemed to supersede or modify any\nprovisions.\n\n\n\n Microsoft Confidential\n\n 12\n\n \nIN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective\nDate.\n\n\nMICROSOFT CORPORATION EXPEDIA, INC.\n\n\n\nBy \/s\/ Theodore C. Johnson By \/s\/ Robert Hohman\n --------------------------------- ---------------------------------\n Theodore C. Johnson Robert Hohman\n Vice President, Business its authorized representative\n Tools Division\n\n Microsoft Confidential\n\n 13\n\n \n Exhibit A\n Server Technology\n\nThe Server Technology is composed of the following seven elements:\n\n1. Routing Object and Routing Files and Journey Object\n The Routing Object includes all of the specifications, source code, object\n code and runtime files that define and control Microsoft's proprietary,\n route data storage and route calculation technologies. Routing Data is\n stored in a series of highly compressed runtime Routing Files that are used\n to calculate driving directions. Streets and highways are stored as nodes\n and links with attributes such as speed and turn restrictions attached. The\n routing Object takes as an input, a series of locations defined by latitude\n and longitude coordinates. The Routing Object calculates the best route\n between these locations based on user preferences for speed, distance or\n road types. The output of the Routing object is a structured list of the\n nodes and links that comprise the calculated route. This output may be used\n by Microsoft's Journey Object to build a list of driving directions. The\n output may also be used to highlight a route on a map.\n\n2. Map Designs\n Microsoft's Map Designs define how data will appear and behave within it's\n proprietary, runtime map files. Each map contains one or more Map Designs.\n Each of these designs is implemented as a separate map style available to\n end users. Map Designs include information on the color, thickness, style,\n and fonts of various data elements. In addition, the Map Design defines\n whether features show up at all, and if they do, whether they appear with a\n label. Map Designs also define what happens to a feature when it is\n selected (label is made bold, shape highlights, map zooms in, etc.) The\n Online Map Design includes color and symbol definitions that produce the\n most attractive map available for a Web Page. The Online Map Design adjusts\n the settings for window size constraints and palette color limitations\n found on most Web Pages.\n\n3. GeoMisc code (ex. dib to gif conversion)\n GeoMisc is a Project in the Geography Product Unit's Visual Source Safe\n Code Database that contains miscellaneous, low-level functions that support\n mapping applications. Many of these functions are required for Geography\n Products and the Map Server System to work properly. For example, the *.GIF\n files that MSS serves rely on the *.DIB to *.GIF conversion function that\n is contained in the GeoMisc Project.\n\n4. Map Server System (MSS)\n The Map Server System includes all of the specifications, source code,\n object code and runtime files that define and control Microsoft's\n proprietary HTML map controls and map server technologies. MSS allows end\n users to find places, get driving directions and navigate maps over the\n Internet. MSS relies on other server technologies such as MOBB and the\n Routing Object for data storage, route calculation and map rendering. MSS\n provides a Web-based user interface that allows users to interact with\n routing and map files on a remote server.\n\n\n Microsoft Confidential\n\n 14\n\n \n5. Alexandria\n Alexandria is the data warehouse that stores all of the map data used in\n Microsoft's proprietary, run-time map files. Alexandria stores MS-owned map\n data and licensed data from Microsoft's vendors. Databases in Alexandria\n store both geometry and attribute data. For example, a single Entity record\n could be represented by a point, several lines and an area at different map\n scales. In addition, Alexandria databases might store information about\n that entity's location, name, alternate names, and any other available\n attributes. All Alexandria entities are assigned unique Identification\n numbers that can be used to look up available geometry or attribute\n information.\n\n6. MOBB and .MAD files\n MOBB, also known as \"The Map Object\" includes all of the specifications,\n source code, object code and runtime files that define and control\n Microsoft's proprietary map data storage, retrieval and display\n technologies. MOBB data is stored in files with the extension: *.MAD.\n Examples of MOBB features include but are not limited to the following:\n\n a. Smart searching algorithms for finding places and addresses\n b. Dynamic map labeling technology that supports all types of\n features (including street labels) and languages (including\n Japanese)\n c. Multiple mapstyle support that supports map customization while\n maximizing data compression\n d. Multiple resolutions of raster and vector data support.\n e. Support for all types of geometry including points (ex. Hotels),\n lines (ex. Streets), areas (ex. Countries), and complex polygons\n (ex. Rivers)\n f. Multiple map projections\n\n7. MS-owned map data\n Microsoft maintains independent copyright ownership for much of the\n geographic data that it includes in licensed products and uses internally.\n This includes all of the data implemented on the Encarta Interactive World\n Atlas 2000 map with the exception of parks licensed from the World\n Conservation Monitoring Centre. Examples of this data include worldwide\n roads, political boundaries, geographic regions, terrain maps and city\n insets. In addition, the MS owned map data includes a worldwide database of\n Populated Places and a detailed hydrology database for the United States.\n\n8. Geocoding Tool\n An administrative tool being developed by Microsoft will enable Expedia to:\n (a) pinpoint a location including Point of Interest based on address and\n other search criteria including visually on a map, and (b) to identify the\n of the location as it relates to the underlying MapPoint.Net Maps.\n\n\n\n Microsoft Confidential\n\n 15\n\n \n Exhibit B\n Data Services\n\nMicrosoft's Data Services include the development of runtime map and routing\nfiles for products that use technologies developed by the Geography Product Unit\nand products that hold licensees to use the map data contained within them.\n\nThese files are developed primarily for use in products produced by Microsoft's\nGeography and Reference product units. However, to the extent that Map Designs\nallow Microsoft to create a single, customized Online Map Style within each map\nfile, MS will complete this work as part of its Data Services.\n\n\n Microsoft Confidential\n\n 16\n\n \n Exhibit C\n\n Service Requirements\n\n\n\nUptime: Maps shall be available to Expedia 99.9% of the time provided usage\nlevels forecasted quarterly by Expedia pursuant to Section 2.4.are reasonably\naccurate. Calculation of this average availability will be based on availability\nduring each 30-day billing period. Scheduled downtime for maintenance of up to\nthree (3) hours per monthly billing period shall not be counted as downtime for\nthe purpose of this calculation, provided Microsoft provides Expedia with prior\nwritten notice as soon as practicable of (and in no event less than twenty-four\n(24) hours before) such scheduled downtime for maintenance. In addition,\ndowntime reasonably necessary to implement any upgrades and downtime caused by\noutages and other factors beyond the reasonable control of Microsoft shall not\nbe counted as downtime for purposes of this calculation. All other time during\nwhich the Maps are not available shall be counted as downtime.\n\nUpgrades: In no event shall Expedia be required to use an unreleased version of\neither any Microsoft product from another division or third party software\nproduct (collectively, \"Dogfood\"). Microsoft shall obtain prior written approval\nfrom Expedia before requiring Expedia to use Dogfood.\n\n1. For all Major Releases (as defined below) of MapPoint.Net Maps, Microsoft\n shall:\n\n (a) Provide Expedia with a schedule for the release and reasonable time to\n review and comment upon the timing and feature set incorporated in\n Microsoft's planned release;\n\n (b) Design, develop and release technology that is backwards compatible to\n the last Major Release of MapPoint.Net Maps;\n\n (c) Provide Expedia within a reasonable time prior to commercial release\n with production access to a production level beta version of the Major\n Release;\n\n (d) Demonstrate to Expedia that the Major Release meets uptime\n requirements, mutually agreeable roundtrip time requirements, and\n Expedia's capacity requirements, which shall be determined by the\n forecasting information provide by Expedia to Microsoft in accordance\n with Section 2.4.\n\n (e) Deliver to Expedia technical documentation related to using new or\n changed features within the Major Release;\n\n For the purposes of this Agreement, a \"Major Release\" shall mean a release\n of MapPoint.Net Maps which is designated by Microsoft, or should have been\n designated by Microsoft pursuant to industry standards, as a change in the\n tenths digit in the MapPoint.Net Maps version number [x.(x)x].\n\n\n Microsoft Confidential\n\n 17\n\n \n2. For all Update and Upgrade Releases (as both are defined below) of\n MapPoint.Net Maps, Microsoft shall:\n\n (a) Provide Expedia with support to resolve Critical Bugs (as defined in\n the Customer Support section below) that may result from the use of\n the Update and Upgrade Releases into the Expedia production\n environment;\n\n (b) Microsoft shall provide Expedia with reasonable notice of any Update\n and Upgrade Releases.\n\n For the purposes of this Agreement, the following definitions apply:\n\n \"Update Release\" shall mean a release of a software product which is\n designated by Microsoft, or should have been designated by Microsoft\n pursuant to industry standards, as a change in the digit(s) to the right of\n the tenths digit(s) in the product version number [x.x(x)].\n\n \"Upgrade Release\" shall mean a release of a software product which is\n designated by Microsoft, or should have been designated by Microsoft\n pursuant to industry standards, as a change in the digit(s) to the left of\n the decimal digit(s) in the product version number [(x).xx].\n\n\nReports: Microsoft shall provide Expedia access to mutually agreeable activity\nreports including backend reporting such as hits to the servers by transaction\ntype (map, route, find).\n\nCustomer Support:\n\nStandard \n--------\n\nMicrosoft will provide end-user support at xxx@microsoft.com unless otherwise\nprovided by Expedia. All end user email requests and responses are communicated\nin English ONLY, with a response time goal of twenty-four (24) hours or less.\n\nService and support will be delivered down to the switch port level, and will\nprovide services such as 24X7 monitoring of network functionality, notification\nof loss of said functionality in such an event, and troubleshooting response and\nclearly defined escalation path to such loss of said functionality. Notification\nand troubleshooting response to meet the following conditions:\n\n1. \"Critical Bugs\". For the purposes of this Agreement, a \"Critical Bug\" shall\nmean cases where Expedia cannot conduct commerce or where Maps are down and not\nfunctioning due to problem caused by Microsoft. In the case of a Critical Bug,\nMicrosoft's Geography Product Unit and Expedia will designate resources to\ncontinuously work on such Critical Bug 24x7.\n\n\n Microsoft Confidential\n\n 18\n\n \n2. \"Severe Bugs\". For purposes of this Agreement, a \"Severe Bug\" shall mean a\nproblem caused by Microsoft where there is grossly inaccurate map data, such as\nNew York appearing in Canada, bugs that have a material impact on Expedia's\nability to conduct commerce in a reliable fashion, or when a Point of Interest\nis more than one (1) mile from its accurate global position (this does include\nthe hotel database). In the case of a Severe Bug Microsoft's Geography Product\nUnit and Expedia will designate resources to continuously work on such Severe\nBug Monday through Friday, 8:00 AM to 5:00PM (PST).\n\n3. Microsoft will provide Expedia with the means to submit and retrieve update\nstatus for Critical Bugs and any other bugs deemed material to Expedia, in it\nsole opinion.\n\n4. Microsoft will assign an Account Manager for general requests and questions,\nwhich shall be available by email and phone Monday - Friday, 8:00AM - 5:00PM\n(PST). The parties shall provide each other with an email address and other\ncontract information in connection with the resolution of Critical and Severe\nBugs.\n\n\n Microsoft Confidential\n\n 19\n\n \n Exhibit E\n\n Known Bugs\n\nExpediaBug39691: MOBB8.5: Find Server IIS dies after a long period (approx. 48\nhours) of stress\n\nExpediaBug38960: MOBB8.5: Front end returning error message for route that\nshould succeed.\n\nExpediaBug37133: MOBB8.5: GEOBLK: Maps and Find Servers: Took significant perf.\nhit with MOBB 8 due to data files.\n\nExpediaBug42867: MOBB8.5: Geo proposed fix for Intl address crash (related to\n#39691)\n\n\n Microsoft Confidential\n\n 20\n\n \n Exhibit F\n\n Payment Schedule\n\n1. The parties agree that, unless otherwise specified: (i) the payment schedule\nin Section 2 (Microsoft) and Section 3 (Expedia) below (together, \"Existing\nPayment Schedule\") shall apply to charges for Server Technology, Data and\nExpediaMaps services provide by the applicable party until November 15, 2001,\n11:59 P.M.(\"True-Up Date\"); and (ii) the revised payment schedule in Section 5\nbelow (\"Revised Payment Schedule\") shall apply to Services provided by Microsoft\nto Expedia which commence as of November 16, 2001, 12:00 A.M. (midnight).\n\n2. Existing Payment Schedule - Microsoft.\n\nExpediaMaps Services\/Use of ExpediaMaps: Expedia and Microsoft agree that as of\n ---------------\nthe Effective Date of this Agreement, Microsoft shall be deemed paid in full for\nMicrosoft's use of ExpediaMaps through the True-Up Date.\n\n3. Existing Payment Structure - Expedia.\n\n (a) Data Services. Expedia and Microsoft agree that as of the Effective\n -------------\nDate of this Agreement, Expedia shall be deemed paid in full for Expedia's use\nof Data Services provided by Microsoft through the True-Up Date. For the\npurposes of this Section 3.3, \"Data Services\" shall mean the services described\nin Exhibit B with respect to the Data which Microsoft has provided to Expedia\nthrough its Geography Product Unit.\n\n (b) Data. Expedia shall pay Microsoft for certain third party license fees\nor royalties incurred by Microsoft for sublicensing Data in accordance with a\nmutually agreed upon payment matrix, as represented by the sample calculation on\nAttachment 1 hereto, from December 1, 2000 until commencement of the Revised\nPayment Schedule.\n\n4. Revised Payment Schedule.\n\n (a) Following the True-Up Date and in total and final consideration for\nMapPoint.Net Maps provided by Microsoft on a dedicated server cluster as set\nforth in this Agreement, Expedia or its designated Affiliate shall pay Microsoft\ntransaction fees on all Route Transactions (as defined below), Location Lookup\nTransactions (as defined below) and Map Transactions (as defined below),\n(collectively, \"Transaction Fees\") completed from such dedicated server cluster\nduring the term of this Agreement, in accordance with the following payment\nschedule:\n\n (i) Route Transaction Fees. Expedia shall pay Microsoft US$0.0125,\nper Route Transaction (\"Route Transaction Fees\").\n\n (ii) Location Lookup Transaction Fees. Expedia shall pay Microsoft\nUS$0.0025, per Location Lookup Transaction (\"Location Lookup Transaction Fees\").\n\n\n Microsoft Confidential\n\n 21\n\n \n (iii) Map Transactions Fees. Expedia shall pay Microsoft US$0.0025 per \nMap Transaction (\"Map Transaction Fees\").\n ----\n\n (b) Microsoft shall bill Expedia or its designated Affiliate, as\nappropriate, fifteen (15) days after the end of each fiscal quarter with respect\nto any Transaction Fees that may be owed by Expedia or its designated Affiliate\nas described in Section 4(a). Microsoft shall provide Expedia or its designated\nAffiliate, as appropriate, with a statement which shall contain information\nsufficient to discern how the payment was computed. Payments shall be due within\nthirty (30) days after the end of each quarter for which an invoice is provided.\nFor the purposes hereof, a \"fiscal year\" shall end on June 30, and a \"fiscal\nquarter\" shall mean one of the four (4) three-month periods in a fiscal year, as\ncustomarily determined by Expedia.\n\n (c) For the purposes of this Agreement, the following definitions apply:\n\n (i) \"Route Transaction\" means any one or more of the following: (x) \ntext and\/or voice driving directions from a single origin (but not an origin\nconstituting a sensor-generated location of the end-user's computer device) to\nany single destination directly or through one or more waypoints, (y) the travel\ntime and\/or distance for all or any portion of such route, and (z) a raster\nimage depicting a map including the route or a series of an average of seven (7)\nraster images respectively depicting maps including successive portions of the\nroute.\n\n (ii) \"Location Lookup Transaction\" means find information in the form \nof either the street address or intersection of streets at which a point of\ninterest or address, identified based on a search requested by the end-user, is\nlocated, and additionally may include a raster image depicting such location on\na map.\n\n (iii) \"Map Transaction\" means a single raster image depicting a map for\na pre-determined or end-user-specified geographical area (but not in any way\nbased on a sensor-generated location).\n\n5. Revised Payment Schedule - Payment Exceptions.\n\nNotwithstanding anything to the contrary in this Agreement, upon commencement of\nthe Revised Payment Schedule, Expedia shall not be required to pay to Microsoft\nany Transaction Fees generated by any Microsoft Backend Properties, as defined\nin Section 2.3 of the Agreement, who use ExpediaMaps to serve local street maps\nand\/or provide driving directions on their respective Web sites. The Backend\nProperties will be identified on a quarterly report provided by Expedia to\nMicrosoft, in accordance with Section 5(b).\n\n\n Microsoft Confidential\n\n 22\n\n \n Attachment 1\n\n Representative Sample of Payment Matrix\n\nPricing Model for Transactions\n\n<\/pre>\n
\n\nGross Transactions
\n——————
\n——————————————————————————————————————
\nSum of Page Views Date
\n——————————————————————————————————————
\nDomain Dec-00 Jan-01 Feb-01 Mar-01 Grand Total
\n——————————————————————————————————————
\n
\nLocation Lookup Transactions (SF) 8,169,989 9,418,060 8,758,271 11,463,204 37,809,524
\nMap Transactions (SF) 53,840,251 74,004,932 74,074,849 86,601,180 288,521,212
\nRoute Transactions (SF) 3,268,704 3,992,942 3,950,560 5,106,580 16,318,786
\n——————————————————————————————————————
\nGrand Total 65,278,944 87,415,934 86,783,680 103,170,964 342,649,522
\n——————————————————————————————————————
\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\nAssumptions
\n ————–
\nAverage Maps per Route 7
\n ————–
\nAverage Maps per Find 1
\n ————–
\nWorld data factor 85%
\n ————–
\nPopulation Coverage (pro rata) 60%
\n ————–<\/p>\n
\n\n Per Transaction Volume
\n Price Discount
\n ————————————————————–
\nAdjusted Transactions Dec-00 Jan-01 Feb-01 Mar-01 Grand Total
\n———————
\n ————————————————————–
\n
\nLocation Lookup Transactions (SF) 4,166,694 4,803,211 4,466,718 5,846,234 19,282,857 0.002 37%
\nMap Transactions (SF) 13,729,971 20,972,159 21,185,821 22,718,966 78,606,917 0.002 50%
\nRoute Transactions (SF) 1,961,222 2,395,765 2,370,336 3,063,948 9,791,272 0.01 31%<\/p>\n\n ————————————————————–
\nPriced Transactions Dec-00 Jan-01 Feb-01 Mar-01 Grand Total per trans fee
\n——————-
\n —————————————————————–
\n
\nLocation Lookup Transactions (SF) $3,083 $4,131 $3,305 $5,028 $15,547 $0.00041
\nMap Transactions (SF) $13,730 $20,972 $21,186 $22,719 $78,607 $0.00027
\nRoute Transactions (SF) $6,080 $7,427 $7,348 $11,337 $32,191 $0.00085<\/p>\n\n —————————————————–
\n Total Navtech Fee $126,345 $126,345
\n —————————————————–
\n
\n $22,893 $32,530 $31,839 $39,083 $126,345
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n
<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
Microsoft Confidential<\/p>\n
23<\/p>\n
Exhibit G<\/p>\n
Representative Sample of MapPoint.Net Map<\/p>\n
This representative sample depicts treatment of a Expedia logo and a Microsoft
\nlogo, and the placement of a Microsoft copyright notice.<\/p>\n
[MAP]<\/p>\n
Microsoft Confidential<\/p>\n
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