{"id":42727,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/relationship-agreement-improvenet-inc-and-microsoft-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"relationship-agreement-improvenet-inc-and-microsoft-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/relationship-agreement-improvenet-inc-and-microsoft-corp.html","title":{"rendered":"Relationship Agreement &#8211; ImproveNet Inc. and Microsoft Corp."},"content":{"rendered":"<pre>              MICROSOFT-Registered Trademark-  HOMEADVISOR\/IMPROVENET\n                             RELATIONSHIP AGREEMENT\n\n         THIS AGREEMENT ('Agreement') is made and entered into as of the \nlater of the two signature dates below (the 'Effective Date') by and Between \nIMPROVENET, INC. ('Company'), a Delaware, U.S.A. corporation, and MICROSOFT \nCORPORATION ('MS'), a Washington, U.S.A. corporation.\n\n         The parties agree as follows:\n\n1.       DEFINITIONS\n\n         1.1 'Availability Date' means the first date on which HomeAdvisor \ncontains a hyperlink to the Company Site as contemplated by this Agreement.\n\n         1.2 'Company Site' means the Web site operated by or for Company, \ncurrently located on the Internet at http:\/\/www.improvenet.com, as modified \nfrom time to time to comply with the provisions of this Agreement, and future \nversions, upgrades, successors and replacements thereof.\n\n         1.3 'HomeAdvisor' means the real estate related product and\/or \nservice currently named HomeAdvisor created by or for MS (including any \nportions, future versions, upgrades, successors and replacements thereof) \nthat are published via the Internet or via any and all other means of \nelectronic delivery now or hereafter known.\n\n         1.4 'HomeAdvisor Third Party Sites' means the real estate related \nproducts and\/or services created by or for MS (including any portions, future \nversions, upgrades, successors and replacements thereof) that are published \nvia the Internet or via any and all means of electronic delivery (now or \nhereafter known) by third party Licenses under MS or third party trademarks \nor branding.\n\n         1.5 'Intermediate Page' means the HomeAdvisor page created and \nhosted by MS that requests information from a HomeAdvisor user and then \nhyperlinks that user to a relevant page of the Company Site based on the \ninformation provided.\n\n         1.6 All other initially capitalized terms shall have the meanings \nassigned to them in this Agreement.\n\n2.       RIGHTS AND OBLIGATIONS OF THE PARTIES\n\n         2.1      HOMEADVISOR RIGHTS AND OBLIGATIONS.\n\n                  (a) MS shall use its reasonable commercial efforts to \ndevelop and operate HomeAdvisor and maintain uptime consistent with industry \nstandards, as set forth in EXHIBIT A hereto.\n\n                  (b) MS shall place links on HomeAdvisor to Company Site as set\nforth in EXHIBIT B hereto.\n\n                  (c) MS will actively seek to drive increasing levels of \ntraffic to the Company Site via the Home Improvement area of the HomeAdvisor \nSite. MS will employ reasonable commercial efforts to promote the Company \nSite in such manner, consistent with its marketing strategy for HomeAdvisor. \nPromotion options to be investigated by MS will include, but not be limited \nto: (a) adding links on MSNBC, MSN.com, HotMail, and other MS properties \nwhich take users to the Home Improvement area of the HomeAdvisor site; (b) \npursuing promotions on MSN.com and (c) including ImproveNet in potential \nHomeAdvisor and MSN Home Ownership Newsletters.\n\n                  (d) MS shall actively seek to leverage its local \nadvertising sales force to sign up contractors into the ImproveNet certified \nnetwork.\n\n                                      1.\n\n\n\n                  (e) MS shall use reasonable commercial efforts to comply with\nthe testing and other technical specifications set forth in EXHIBIT A hereto.\n\n                  (f) MS and Company will negotiate in good faith to have \nHomeAdvisor's financing section on the Company Site offered up to \nnon-HomeAdvisor customers (e.g., Dow, Owens-Corning, etc.). This is \nnon-exclusive, in that Company will also be able to offer links to other \nfinancing sites to Company's non-MS customers. Notwithstanding the preceding, \nMS HomeAdvisor's finance section will be the only financing section on the \nCompany Site offered up to a HomeAdvisor user (which means both a user who is \ncurrently coming to the Company Site from the HomeAdvisor Site and a user who \npreviously came to the Company Site from the HomeAdvisor Site, so long as the \nCompany is able to track such user via a 'persistent' cookie or other \nmethod), at no charge to HomeAdvisor. If the user later comes to the Company \nSite via a non-MSN advertising banner or a non-co-branded HomeAdvisor\/Company \nbanner or via another Company partner's site, he or she will receive the \ngeneric Company financing experience.\n\n                  (g) Notwithstanding anything to the contrary set forth in \nthis Agreement, any rights provided to MS under this Agreement with respect \nto HomeAdvisor shall also be provided without additional cost to HomeAdvisor \nThird Party Sites if MS and Company so elect. Revenue generated by the users \nsent to the Company Site via these HomeAdvisor\/Third Party Sites will accrue \nto MS under the same terms and conditions of this Agreement unless otherwise \nspecified.\n\n         2.2      COMPANY RIGHTS AND OBLIGATIONS.\n\n                  (a) Company shall use its reasonable commercial efforts to \ndevelop and operate the Company Site and maintain uptime consistent with \nindustry standards, as set forth in EXHIBIT A hereto. MS shall first discuss \nwith Company any proposed updates to EXHIBIT A, and will not implement such \nchanges without Company's consent, not to be unreasonably withheld.\n\n                  (b) Company will develop a tracking mechanism to identify \nHomeAdvisor referred users and be able to track their usage and Company \nmarketing\/promotional efforts associated with these unique users. Such \ntracking method shall be via a 'persistent' cookie (or other similar method \nagreeable to the parties) which shall be delivered to every HomeAdvisor user \non his or her first visit to the Company Site. There are situations in which \nCompany may engage in reduced rate advertising. In any such situation where a \nreduction off Company's established rate card is given (i) to partners that \nhave taken an equity interest in Company (no such agreement currently being \nin existence), or (ii) to persons for the beneficial interest of Company and \nnot MS (e.g., if the Company gives away advertising, or trades advertising in \nexchange for advertising on another site), Company will accrue \nbutton\/banner\/showcase\/smart lead, etc., revenue to MS at a minimum of 75% of \nCompany's established rate card. In other situations not contemplated above, \nincluding, for example, in case of a volume discount, no adjustment will be \nmade to the amounts ordinarily received by MS.\n\n                  (c) Company will offer for sale, on terms mutually \nagreeable to MS and Company, bCentral web site hosting, business service \npackages, and desktop tools to its existing and future contractor network. \nThis includes those services currently available and new services as they \nbecome available. Company will be paid based on existing and future \ncommercial sales incentive programs used by bCentral. An example of the \nagreement terms and conditions is attached in EXHIBIT C, but these will \nchange from time to time, and Company and bCentral will work together to \nreach mutually agreeable terms. This is a non-exclusive offering in that \nCompany may also sell up to two competing services to its contractor network.\n\n                  (d) Company shall maintain a HomeAdvisor logo and \nnavigation structure on sessions generated via a direct link from the \nHomeAdvisor site (reflecting top level HomeAdvisor navigation, currently \ncontaining 'home page,' 'getting started,' 'neighborhoods,' 'homes,' \n'financing,' 'offer and closing,' and 'help,' but likely to change, and as \nchanged by HomeAdvisor user; and such logo and navigation structure shall \ncontain hyperlinks to such HomeAdvisor page(s) as specified by MS. Such logo \nand navigation shall be \n\n                                    2.\n\n\n\nprovided by MS, and the exact page placement thereof shall be mutually agreed \nupon by the parties, but must be at a minimum, located on the top third of \neach page on the Company Site.\n\n                  (e) Company shall provide a monthly report to MS, within 21 \ndays of calendar month end, setting forth the following information: (1) the \nnumber of unique HomeAdvisor users that clicked through to any areas of the \nCompany Site (broken down to show how many users clicked through from a query \nbox on the Intermediate Page and how many clicked through from different \nlinks throughout the HomeAdvisor site), (2) the number of page views by such \nusers with respect to each page of the Company Site (with such pages being \ndescribed in an understandable manner based on the content thereof and not by \nURL or IP address), and (3) the number of qualified job leads passed by the \nCompany Site to its professionals (e.g., contractors, architects and \ndesigners).\n\n                  (f) Company shall use reasonable commercial efforts to \ncomply with the testing and other technical specifications set forth in \nEXHIBIT A hereto.\n\n3.       MARKETING\n\n         3.1 USE OF NAME OR MARKS. Each party hereby grants to the other the \nright during the term of this Agreement to use, reproduce and publish, the \nname and logos of the other party in the manner contemplated by this \nAgreement. Company must use the HomeAdvisor names and logos in accordance \nwith the logo guidelines provided by MS from time to time (these guidelines \nare currently located at http:\/\/homeadvisor.msn.com\/ie\/help\/policies.asp.). \nMS must use the ImproveNet names and logos in accordance with the logo \nguidelines provided by ImproveNet from time to time. Company shall provide \nCompany logos in accordance with the logo specifications provided by MS. MS \nand Company acknowledge that nothing contained herein shall give either party \nany interest in any logo, trade name, trademark or service mark owned by the \nother party. The mark owner may terminate the foregoing license if, in its \nreasonable discretion, the licensee's use of the marks tarnishes, blurs or \ndilutes the quality associated with the marks or the associated goodwill and \nsuch problem is not cured within ten (10) days of notice of breach; \nalternatively, instead of terminating the license in total, the owner may \nspecify that certain pages of the licensee's web site may not contain the \nmarks. The licensee shall not take any action inconsistent with the owner's \nownership of the marks, and any benefits accruing from use of such marks \nshall automatically vest in the owner.\n\n         3.2 PRESS RELEASES. Neither party shall issue any press release \nrelating to the relationship contemplated by this Agreement without giving \nthe other party three business days to review and approve such release, with \nsuch approval to not be unreasonably withheld. If a party has not responded \nin such three business day period, the other party may issue such press \nrelease. Notwithstanding the foregoing, Company shall not issue any press \nrelease prior to the Availability Date.\n\n4.       PAYMENTS\n\n         4.1 FEES. Company shall pay the greater of: (1) the Minimum Annual \nFee (as stated in 4.2); (2) the Unique User Referral Fee (as stated in 4.3); \nand (3) a 25% Revenue Share (as stated in 4.4).\n\n         4.2 MINIMUM ANNUAL FEE. Company shall pay MS a minimum annual fee of \n$2,500,000 for year one, $2,000,000 for year two, and $1,500,000 for year \nthree. The first two payments (total of $4,500,000) will be exchanged upon \nthe execution of this Agreement for warrants to purchase 583,333 shares of \nthe Company's common stock (at a per share exercise price of $13.50). The \nform of warrant will be identical (except for exercise price) to the form of \nwarrant provided to MS in connection with its financing transaction occurring \non or about the date of this Agreement. The third payment of $1,500,00 will \nbe paid as follows: 50% on the first day of the third year, and 50% one \nhundred and twenty days following the first day of the third year.\n\n         4.3 UNIQUE USER REFERRAL FEE: Company will accrue an obligation to \nMS of $2.00 per unique customer sent to the Company Site. These fees will be \ntallied monthly and accrue against the minimum \n\n\n                                      3.\n\n\n\n\nannual fees. Once such fees cumulative exceed the annual minimum, Company \nwill start to make payment of such fees to MS 30 days following the end of \neach month they are accrued. The total annual user fee due under this Section \n4.3 will be capped at the greater of 1.5 times the Revenue Share in 4.4, or \n$2,500,000 in year one, $3,000,000 in year two, and $3,750,000 in year three.\n\n         4.4 REVENUE SHARE - COMPANY TO MS. Company shall track all gross \nrevenues associated with each unique user sent from HomeAdvisor to the \nCompany Site via the Intermediate Page. For the first contract year, Company \nwill, within 15 days of the end of such contract year, calculate MS's portion \n([...***...] of the total) of such gross revenues and in the event that such \nportion exceeds the amount described in 4.2 (Minimum Fee) or 4.3 (Unique User \nReferral Fee), Company shall pay the excess within 30 days of such \ncalculation date. For the second contract year, Company will perform such \ncalculations and make applicable payments within 15 days of the end of the \nfirst six month period and the end of the year, respectively. For the third \ncontract year, Company will perform such calculations and make applicable \npayments within 15 days of the end of every three month period. The gross \nrevenues exclude all taxes invoiced, collected or withheld, refunds, credits, \nrebates and other allowances annually granted (not to exceed 3%) and include \nall revenues actually received from (but not limited to):\n         - Contractor Lead Fees (currently $10\/lead accepted by contractors)\n         - Completed Job Revenue\n         - Product Showcase &amp; Design Gallery Integration\n         - Banners &amp; Brand Buttons\n         - Brochure Showcases\n         - SmartLeads Emails\n         - Category Message Boards\n\n         4.5 CONTRACTOR REFERRAL FEE: Company will pay MS 25% of all gross \nrevenues actually received by ImproveNet (excluding all taxes invoiced, \ncollected or withheld, refunds, credits, rebates and other allowances \nactually granted, not to exceed 3%) from contractor signup fees for each \ncontractor MS enlists into the ImproveNet certified network through the MS \nsales force. These fees are independent from the fees due under 4.1, and are \ndue 30 days following the end of the month they are accrued.\n\n         4.6 REVENUE SHARE - MS TO COMPANY. In the event that MS agrees to \nembed and host Company content on the HomeAdvisor Site, the parties shall \ndiscuss a mutually beneficial arrangements which shall include, at a minimum, \npayment by MS to Company of 25% of all gross revenues actually received by MS \n(excluding all taxes invoiced, collected or withheld, refunds, credits, \nrebates and other allowances actually granted, not to exceed 3%) associated \nwith each unique user that visits pages on HomeAdvisor's site that contain \nCompany content. This includes all revenues from banner &amp; button \nadvertisements on such HomeAdvisor pages, and are due 30 days following the \nend of the month they are accrued.\n\n                                   4.\n\n\n\n\n5.       REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY\n\nEach party hereby represents and warrants as follows: (i) it has full \ncorporate power and authority to enter into this Agreement and to carry out \nthe provisions hereof, (ii) it is duly authorized to execute and deliver this \nAgreement and to perform its obligations hereunder, (iii) this Agreement is a \nlegal and valid obligation binding upon and enforceable according to its \nterms, (iv) the execution, delivery and performance of this Agreement by it \ndoes not conflict with any agreement to which it is a party or by which it \nmay be bound, and (v) its website contemplated by this Agreement (HomeAdvisor \nin the case of MS, and the Company Site in the case of the Company), and the \nservices provided pursuant thereto, shall be of a high nature, grade and \nquality and shall comply with all applicable laws and regulations throughout \nthe term of this Agreement.\n\nEXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, \nEITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A \nWARRANTY OF FITNESS FOR PURPOSE OR OF MERCHANTABILITY.\n\nOTHER THAN WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENT, NEITHER \nPARTY WILL BE LIABLE FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL \nDAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF \nCONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH \nPARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF \nSUCH DAMAGES.\n\n6.       INDEMNIFICATION\n\n         6.1 INDEMNIFICATION BY MS. MS agrees to indemnify, pay the defense \ncosts of, and hold Company, and its successors, officers, directors and \nemployees harmless from any and all claims, demands, costs, liabilities, \nlosses, expenses and damages (including without limitation attorneys' fees) \narising out of or in connection with (a) the HomeAdvisor website, (b) any \nclaim which, taking the claimant's allegations to be \n\n\n\n                                   5.\n\n\n\n\ntrue, would result in a breach by MS of any of its warranties, covenants or \nother obligations set forth in this Agreement; and (c) any claim arising from \nthe negligence or willful misconduct of MS.\n\n         6.2 INDEMNIFICATION BY COMPANY. Company agrees to indemnify, pay the \ndefense costs of, and hold MS, and its successors, officers, directors and \nemployees harmless from any and all claims, demands, costs, liabilities, \nlosses, expenses and damages, including without limitation attorneys' fees), \narising out of or in connection with (a) the Company Site (in the form \nmodified for HomeAdvisor users and in the form unmodified for non-HomeAdvisor \nusers); (b) any claim which, taking the claimant's allegations to be true, \nwould result in a breach by Company of any of Company's warranties, covenants \nor other obligations set forth in this Agreement; and (c) any claim arising \nfrom the negligence or willful misconduct of Company.\n\n         6.3 PROCEDURE. In the event of an indemnified claim hereunder, the \nindemnified party shall give the indemnifying party prompt notice in writing \nof the claim (and any failure to provide prompt notice shall relieve the \nindemnifying party of liability to the extent it is prejudiced by such delay) \nand the indemnifying party shall have sole control over its defense or \nsettlement, except that the indemnifying party shall not settle or compromise \nany such matter without obtaining the indemnified party's written consent, \nwhich shall not be unreasonably withheld. The indemnified party shall have \nthe right at its own cost and expense to employ separate counsel and \nparticipate in the defense of any claim or action.\n\n7.       NON-DISCLOSURE\n\nIf MS and Company have entered into a Microsoft Non-Disclosure Agreement, MS \nand Company agree that the terms of such agreement shall be deemed \nincorporated herein, and further, that all terms and conditions of this \nAgreement shall be deemed Confidential Information as defined therein. If MS \nand Company have not entered into such agreement, then MS and Company agree \nthat any and all information identified by the other as 'Confidential' and\/or \n'Proprietary,' or which, under all of the circumstances ought reasonably to \nbe treated as Confidential and\/or Proprietary, will not be disclosed to any \nthird person without the express consent of the other party for a period of \nthree (3) years following termination of this Agreement and that neither \nparty will make use of Confidential Information except under the terms of \nthis Agreement. These confidentiality obligations shall not apply to any \ninformation which: (i) is or subsequently becomes available to the general \npublic other than through a breach by the receiving party; (ii) is already \nknown to the receiving party before disclosure by the disclosing party; (iii) \nis developed through the independent efforts of the receiving party; or (iv) \nthe receiving party rightfully receives from a third party without \nrestriction as to confidentiality or use. The restriction on disclosure shall \nnot apply to Confidential Information that a court or governmental agency \nrequires be disclosed, or which must be disclosed in compliance with \napplicable laws and regulations.\n\n8.       DISPUTE RESOLUTION\n\n         8.1 INFORMAL DISPUTE RESOLUTION. The parties shall attempt in good \nfaith to resolve any dispute arising out of or relating to this Agreement \nthrough negotiation between representatives who have authority to resolve the \nmatter. Either party may give the other party written notice of any dispute \nnot resolved in the normal course of business, it being understood that a \nnotice delivered by a party pursuant to Section 10.2 below shall constitute \nthe delivery of a written notice of dispute pursuant to this SECTION 8.1. \nWithin five (5) days after its receipt of the notice, the receiving party \nshall submit to the other party a written response. The notice and response \nshall each include (a) a statement of the party's position and a summary of \nthe arguments supporting that position, and (b) the name and title of the \ncompany representative who will represent that party. Within ten (10) days \nfollowing delivery of the original dispute notice, the parties' respective \nrepresentatives shall meet at a mutually acceptable time and place, and \nthereafter as often as they reasonably deem necessary to attempt to resolve \nthe dispute. All reasonable requests for information made by either party to \nthe other will be honored.\n\n                                    6.\n\n\n\n         8.2 ARBITRATION. If a dispute has not been resolved within thirty \n(30) days of the disputing party's original notice under SECTION 8.1, or if \nthe parties fail to meet within the ten (10) days following such notice under \nSECTION 8.1, then either party may initiate arbitration of the dispute. The \ndispute shall then be submitted to mandatory and binding arbitration in San \nFrancisco in accordance with the commercial rules and procedures of the \nAmerican Arbitration Association before three arbitrators (one chosen by MS, \none chosen by the Company, and the third chosen by the mutual agreement of \nthe arbitrators chosen by MS and the Company). Judgment upon the award may be \nentered by any court having appropriate jurisdiction. The arbitrators shall \nnot, however, in the case of a dispute between the parties not involving a \nthird party claim, be empowered to aware damages in excess of compensatory \ndamages.\n\n         8.3 LITIGATION. The only circumstance in which a dispute between the \nparties will not be subject to the provision of SECTIONS 8.1 and 8.2 above, \nis when a party makes a good faith determination that a breach of the terms \nof this Agreement by the other party is such that the damages to such party \nresulting from the breach will be so immediate, so large o severe, and so \nincapable of adequate redress after the fact that a temporary restraining \norder or other immediate injunctive relief is the only adequate remedy. \nExcept for such relief, the parties shall resolve their disputes, whether or \nnot such relief is granted, in accordance with the provisions set forth in \nSECTIONS 8.1 and 8.2.\n\n         8.4 CONTINUED PERFORMANCE. Each party agrees to continue performing \nits obligations under this Agreement when any dispute is being resolved under \nARTICLE 8, unless and until such obligations are terminated by the expiration \nor termination of this Agreement or by order of a court of competent \nauthority under SECTION 8.2 or SECTION 8.3.\n\n9.       TERMINATION\n\n         9.1 TERM. The term of the Agreement shall commence on the Effective \nDate and shall expire on the third anniversary of the Availability Date, \nunless earlier terminated as provided herein.\n\n         9.2 TERMINATION FOR CAUSE. In the event either party shall \nmaterially fail to perform or comply with the terms of this Agreement, the \nother party may terminate if such failure has not been remedied within 30 \ndays of written notice thereof to the other party.\n\n         9.3 SURVIVAL. Sections 5, 6, 7 and 10 shall survive any expiration \nor termination of this Agreement.\n\n10.      GENERAL\n\n         10.1 MISCELLANEOUS. If either MS or Company employs attorneys to \nenforce any rights arising out of or relating to this Agreement, the \nprevailing party shall be entitled to recover reasonable attorneys' fees an \ncosts, including expert witness fees. Neither party may assign all or any \nportion of this Agreement unless the other party consents in writing, which \nconsent will not be unreasonably withheld provided that either party may \nassign this Agreement without consent to any of its subsidiaries, affiliates, \njoint ventures, partnerships, and limited liability companies in which it has \na majority interest, and to any company into which it merges if it is not the \nsurviving entity. No partnership, joint venture, employment, agency, \nfranchise, or other form of agreement or relationship is intended by this \nAgreement. The parties agree that this Agreement constitutes the entire \nagreement between the parties with respect to the subject matter hereof and \nmerges all prior and contemporaneous communications. This Agreement shall not \nbe modified except by a written agreement dated subsequent hereto signed on \nbehalf of the parties by their duly authorized representatives. Neither party \nwill be liable for any default or delay in the performance of its obligations \nhereunder due to an act of God or other event to the extent that: 1) the \nnon-\n\n                                    7.\n\n\n\nperforming party is without fault in causing such default or delay; 2) such \ndefault or delay could not have been prevented by reasonable precaution; and \n3) such default or delay cannot reasonably be circumvented by the \nnon-performing party through the use of alternate sources, work around plans \nor other means. This Agreement, and the rights and duties of the parties \narising from or relating to this Agreement or its subject matter, shall be \nconstrued in accordance with the laws of the State of California, without \nregard to its conflicts of laws provisions.\n\n         10.2 NOTICES AND REQUESTS. All notices and requests in connection \nwith this Agreement shall be deemed given as of the day they are (i) \ndeposited in the U.S. mails, postage prepaid, certified or registered, return \nreceipt requested; or (ii) sent by overnight courier, charges prepaid, with a \nconfirming fax; and addressed as follows:\n\nCOMPANY:    IMPROVENET, INC.             MS:            MICROSOFT CORPORATION\n            720 BAY ROAD, SUITE 200                     One Microsoft Way\n            REDWOOD CITY, CA 94063                      Redmond, WA  98052-6399\nAttention:  Ron Cooper                   Attention:\nFax:\nPhone:\n                                         with a cc to:  MICROSOFT CORPORATION\n                                                        One Microsoft Way\n                                                        Redmond, WA  98052-6399\n                                         Attention:     Law &amp; Corporate Affairs\n                                                        Department\n                                                        U.S. Legal Group\n                                         Fax:\n\nor to such other address as the party to receive the notice or request so\ndesignates by written notice to the other.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be \nexecuted as of the dates indicated below.\n\nMICROSOFT CORPORATION                   IMPROVENET, INC.\n\n     \/s\/ Brian R. Mistere                   \/s\/ Ronald B. Cooper\n----------------------------------      ----------------------------------\nBy  (sign)                              By  (sign)\n\n     Brian R. Mistere                       Ronald B. Cooper\n----------------------------------      ----------------------------------\nName (Print)                            Name (Print)\n\n     Unit Manager                           President and CEO\n----------------------------------      ----------------------------------\nTitle                                   Title\n\n      12\/7\/99                               12\/7\/99\n----------------------------------      ----------------------------------\nDate                                    Date\n\n                                     8.\n\n\n\n                                    EXHIBIT A\n\n         (1) COMPETITORS - The page(s) of the Company Site served after entry \nfrom the Intermediate Page (or other links from HomeAdvisor to the Company \nsite) shall not contain any categories, hyperlinks, advertisements, \nsponsorships, or other content relating to home listings of any kind (real \nestate broker or agent, classified, for sale by owner or otherwise), mortgage \nloans\/services, or any other real estate related products or services. In \naddition, the page(s) of the Company served after entry from the Intermediate \nPage (or other links from HomeAdvisor to the Company site) shall not contain \nany categories, hyperlinks, advertisements, sponsorships, or other content \nfrom any of the following companies: HomeStore.com, Realtor.com, Intuit, \nHomeShark, E-Loan, Countrywide, Get Smart, Lending Tree, Priceline.com, \nSmartMoney.com, Mortgage.com, Owners.com, iOwn.com, Homehunter.com, \nDitech.com, mortgage.com, getsmart.com, Homescout.com, HomeSeekers.com, \nHomes.com, HomeGain.com, Yahoo Real Estate, Cendant, Cyberhomes, \nRealEstate.com, AOL Real Estate, Infoseek Real Estate, RentNet.com, \nApartments.com, SpringStreet.com, or any affiliate of any of the foregoing. \nIn addition, during the course of this agreement, Company may not enter into \na commercial relationship with HomeStore.com or any of its affiliates.\n\n         (2) The parties shall use their reasonable commercial efforts to \nadhere to the following Development Schedule (and shall work together to \nrevise the action items and due dates as necessary):\n\n\n\n\n              Action Item                     Due Date          Owner\n--------------------------------------------------------------------------------\n                                                         \nIntermediate Page Review                     12\/20\/99          MS\/Company\n--------------------------------------------------------------------------------\nPrototype functioning for HomeAdvisor                                           \n(Intermediate Page built and links                                              \nworking)                                      1\/10\/00          MS\/Company\n--------------------------------------------------------------------------------\nIntermediate Page &amp; integrated                                                  \nsite\/Company Site live date                    3\/7\/00          MS\/Company\n--------------------------------------------------------------------------------\n\n\n         The current Intermediate Page live on Home Advisor, due to expire \nper the current agreement after 2\/28\/99, will remain intact until the \nrelaunch on approximately 3\/7\/00 of the new Intermediate Page.\n\n         (3)      The parties shall use their reasonable commercial efforts to\n                  adhere to the following testing specifications:\n\n         Company shall test the Company Site and MS shall test HomeAdvisor to \nconfirm that it operates with Netscape Navigator (domestic USA) versions 4.0 \nand later, and that it operates with and is optimized for MS Internet \nExplorer (domestic USA) versions 4.0 and later, all running on leading \nhardware platforms, consisting of (when versions are available): MS Windows \n3.1, Windows 95, Windows 98, Windows NT, the Apple Macintosh operating \nsystems and such other platforms as the parties may mutually agree to add or \nremove from time to time. The parties shall mutually determine a process and \nsoftware to use for communicating bugs.\n\n         (4) The parties shall use their reasonable commercial efforts to adhere\n         to the following specifications:\n\n         Company with respect to the Company Site, and MS with respect to \nHomeAdvisor, shall each regularly monitor the operation and performance of \nthe such site, respond to technical and customer inquiries, and conduct \nsimilar business hours and practices in a manner consistent with the rules, \npolicies, and procedures consistent with industry standards.\n\n         The parties shall mutually agree on communication processes for \nsharing and updating each other's requirements and technical teams. Each \nparty shall make commercially reasonable efforts to adhere to a mutually \nagreed set of technical processes, policies, rules, and procedures for \nsharing schedules, screen shots, updates, schedule information, and other \nrelevant technical information. Each party shall be \n\n\n                                    9.\n\n\n\n\n\nresponsible for notifying the other in the event that it discovers a \ntechnical problem with the service of the other party.\n\n         MS and Company shall each use commercially reasonable efforts to \nsupport increasing numbers of users, including operating sufficient servers \nfor user traffic, and shall promptly inform the other party of the failure of \nrelevant Web servers. Company shall operate its Web server(s) at a capacity \nbelow 30%, where capacity is calculated as a daily average of hourly samples \nand represents what % of the system's full capabilities are being met. \nCompany shall have uptime of 99.5%, where uptime is defined as the portion of \ntime when the system is accessible and available to users. Uptime shall be \ncalculated on a monthly basis and based on daily updates. Uptime shall not \ninclude scheduled maintenance.\n\n                                       10.\n\n\n\n                                    EXHIBIT B\n\nThe following general guidelines will apply to the placement of hyperlinks \nfrom HomeAdvisor to the Company Site, unless both companies mutually agree \notherwise. Aside from the link in (*) none of the links to Company will \ninclude branding or 'ImproveNet.com' related text, but be generically \nreferred to as 'find a contractor' or 'home improvement' or something to that \neffect. As HomeAdvisor releases new versions of its site, the exact \nplacement, number and treatment of these links is subject to change (except \nfor the treatment on the Intermediate Page), but this exhibit is designed to \nlay out the spirit of the links MS &amp; Company will work toward implementing.\n\n                                EFFECTIVE 12\/3\/99\n\nMARKETPLACE - ImproveNet will get a logo, text description, and 9M guaranteed \nimpressions in a combination of HomeAdvisor's MarketPlace and button rotation \nacross the site.\n\n                       EFFECTIVE APPROXIMATELY 3\/7\/00\n\nLINKS FROM HOMEADVISOR HOME PAGE:  http:\/\/homeadvisor.msn.com\/ie\nThere will be a link from the HomeAdvisor home page named 'Find a \nProfessional' or 'Professional Services' or something similar in the \n'Resources &amp; Services' area. This will link to an 'Intermediate Page.'\n\nTHE INTERMEDIATE PAGES\nThe Company and MS will work together to create a section of integrated \ncontent similar to that found on the Home Improvement section of the site at \nhttp:\/\/homeadvisor.msn.com\/ie\/services\/homeimprovement.asp. The Company will \nhave a branded link and query fields (supporting navigation by type of \nprofessional, viewing designs, viewing products, and finding remodeler's \nresources) that take people directly to the appropriate places on the \ncompany's site. The Company will be branded with a logo link (*) with maximum \npixel size of (77Wx33H) that will take users directly to the Company's home \npage.\n\nLINKS FROM THE PARTNERS PAGE*: \nhttp:\/\/homeadvisor.msn.com\/ie\/partnerscenter\/infoproviderlist.asp. There will \nbe one Company text link of a location and representation similar that which \nexists for ImproveNet.com on the Partners page as of 11\/16\/99.\n\nHOMEADVISOR KEYWORDS:  http:\/\/homeadvisor.msn.com\/ie\/\nHomeAdvisor and ImproveNet will agree upon list of keywords in the \nHomeAdvisor search engine. When results for keywords are returned, links to \nImproveNet's 'Find A Professional' area on the HomeAdvisor site will appear.\n\nLINKS IN THE HOMEADVISOR REMODELING SECTION HomeAdvisor's Version 4.0 \n(currently slated for 3\/7\/99 release) will have a remodeling section in the \nOwnership area with the following contemplated sections: 'Working with a \nContractor', 'Doing It Yourself', and 'Is it worth the cost' (titles and \ncontent subject to change at MS sole discretion). We will link to ImproveNet \nin areas that make editorial sense, with the following links currently \nplanned (subject to change at MS sole discretion).\n\n     -    Working With A Contractor - Within this section, we plan to have \n          links to:\n\n                                       11.\n\n\n\n          -    Visit ImproveNet's Design Gallery for home improvement ideas\n                 http:\/\/www.improvenet.com\/dream\/designgallery\/index.html :  \n          -    Make sure the contractor you've found is up to snuff with\n               ImproveNet contractor screening\n                 http:\/\/www.improvenet.com\/secure\/legalcredit.html :  \n          -    Make sure your contract is legit with ImproveNet's contract\n               review\n                 http:\/\/www.improvenet.com\/secure\/contractorview.html :  \n          -    Find a Professional\n               http:\/\/www.improvenet.com\/tools\/form\/form_35.asp\n\n     -    Doing It Yourself - Within this section, we plan to have links to:\n          -    Visit ImproveNet's DesignGallery for home improvement ideas\n                 http:\/\/www.improvenet.com\/dream\/designgallery\/index.html :  \n          -    Find a Professional\n               http:\/\/www.improvenet.com\/tools\/form\/form_35.asp\n     -    Is It Worth The Cost - Within this section, we plan to have links to:\n          -    Link to Kitchen and Bath Design Showcases\n                 http:\/\/www.improvenet.com\/dream\/designgallery\/KitchenShowcase\/\n               KitchenShowcase.html :   and\n                 http:\/\/www.improvenet.com\/dream\/DesignGallery\/BathShowcase\/\n               BathShowcase.html :  \n          -    Link to Product showcases\n                 http:\/\/www.improvenet.com\/dream\/productshowcase\/index.html :  \n\nCALCULATORS - ImproveNet's kitchen and bathroom estimator will be featured in \nthe Ownership section and Resources &amp; Services calculator page. As ImproveNet \ndevelops other calculators, we will explore integrating these as appropriate.\n\n                                       12.\n\n\n\n                                    EXHIBIT C\n\n                                  EXAMPLE ONLY\n\n                               RESELLER AGREEMENT\n                     LINKEXCHANGE PREMIUM MEMBERSHIP PROGRAM\n\n         This Agreement, by and between LINKEXCHANGE, INC. ('LinkExchange'), a\nCalifornia corporation, and a wholly own subsidiary of Microsoft Corporation,\nwith its principal offices at 2172nd Street, San Francisco, CA 94105, and\n_________________________, a ___________a corporation, with its principal\noffices at __________________________________ ('Company') is made and entered\ninto as of the later of the two signature dates below (the 'Effective Date').\nThe parties agree that Company will promote, market, offer for sale and sell to\nthird party end users Premium Memberships in the LinkExchange Network according\nto the terms set forth below and the attached Standard Terms and Conditions. The\nStandard Terms and Conditions are incorporated into this Agreement by this\nreference.\n\n1.       LAUNCH DATE:  _____________, 1999\n2.       TERM:  Commencing on the Effective Date and terminating ____ months \n         following the Launch Date.\n3.       COMMISSIONS:\n         a.       SUGGESTED RETAIL PRICES (subject to change by Microsoft from \n                  time to time):\n\n\n\n                     --------------------------- ---------------------- --------------------\n                                                                            Annual Fees\n                     --------------------------- ---------------------- --------------------\n                                                                  \n                     Business Membership                 19.99              US $230.00\n                     --------------------------- ---------------------- --------------------\n                     Professional Membership              N\/A               US $300.00\n                     --------------------------- ---------------------- --------------------\n\n\n         b.       COMPANY DISCOUNT:\n\n\n<font size=\"2\">\n                      Monthly Memberships:\n                     -----------------------------------------------------------------------------------\n\n                     -----------------------------------------------------------------------------------\n                                                                                               \n                     2,500 or less Monthly Membership                                             15%\n                     -----------------------------------------------------------------------------------\n                     Less than 5,000, but more than 2,500, Monthly Memberships                    25%\n                     -----------------------------------------------------------------------------------\n                     Less than 10,000, but more than 5,000, Monthly Memberships                   35%\n                     -----------------------------------------------------------------------------------\n                     More than 10,000 Monthly Memberships                                         45%\n                     -----------------------------------------------------------------------------------\n\n                      Annual Memberships*:\n                     -----------------------------------------------------------------------------------\n\n                     -----------------------------------------------------------------------------------\n                     2,500 or less Annual Memberships (inclusive)                                 25%\n                     -----------------------------------------------------------------------------------\n                     2,501 to 5,000 Annual Memberships (inclusive)                                35%\n                     -----------------------------------------------------------------------------------\n                     5,001 to 10,000 Annual Memberships (inclusive)                               45%\n                     -----------------------------------------------------------------------------------\n                     10,001 or more Annual Memberships (inclusive)                                50%\n                     -----------------------------------------------------------------------------------\n\n                      Pre-paid Annual Memberships:\n                     -----------------------------------------------------------------------------------\n\n                     -----------------------------------------------------------------------------------\n                     1,000 or less Pre-paid Annual Memberships (inclusive)                        35%\n                     -----------------------------------------------------------------------------------\n                     1,001 to 2,500 Pre-paid Annual Memberships (inclusive)                       40%\n                     -----------------------------------------------------------------------------------\n                     2,501 to 5,000 Pre-paid Annual Memberships (inclusive)                       45%\n                     -----------------------------------------------------------------------------------\n                     5,001 to 10,000 Pre-paid Annual Memberships (inclusive)                      50%\n                     -----------------------------------------------------------------------------------\n                     10,001 or more Pre-paid Annual Memberships (inclusive)                       60%\n                     -----------------------------------------------------------------------------------\n<\/font>\n\n         *Pre-paid Annual Premium Memberships will not be included when\n         determining the discounts applicable to Annual Premium Memberships.\n\n                                         1.\n\n\n\n         This Agreement does not constitute an offer by LinkExchange and it \nwill not be effective unless and until signed by both parties.\n\nLINK EXCHANGE, INC.                       [                                ]\n\nBy                                        By\n  --------------------------------          --------------------------------\n\nName (Print)                              Name (Print)\n            ----------------------                    ----------------------\n\nTitle                                     Title\n     -----------------------------              ----------------------------\n\nDate                                      Date\n    ------------------------------            ------------------------------\n\n                                          Address\n                                                 ---------------------------\n\n                                                 ---------------------------\n\n                                                 ---------------------------\n                                          Fax:   (   )\n                                                 ---------------------------\n\n                                        2.\n\n\n\nSTANDARD TERMS AND CONDITIONS\n\nSECTION 1.    DEFINITIONS\n\nTerms contained in this Agreement with the initial letter capitalized will \nhave the applicable meanings se forth below or elsewhere in this Agreement.\n\n'Discount Rate' means the discount off of the suggested retail price set \nforth on the attached cover page.\n\n'Launch Date' means the first day that the sign Up Pages may be accessed \nthrough the Company's web site by third parties.\n\n'Link' means a hypertext link to the LinkExchange web site provided to \nCompany by LinkExchange.\n\n'Premium Member' means a person registering for a Premium Membership via the \nSign Up Pages.\n\n'Premium Member Terms' means the terms of use applicable to the Premium \nMemberships, as the same may be modified by LinkExchange from time to time.\n\n'Premium Memberships' means on or more of the LinkExchange premium \nmemberships currently consisting of Starter, Business and Professional \nmemberships described at the URL http:\\\\premium\\linkexchange.com (or any \nsuccessor site). Premium Memberships may be sold or distributed by Company on \na monthly or annual subscription basis. 'Monthly Membership' means a Premium \nMembership with a month to month term. 'Annual Membership' means Premium \nMembership with a twelve (12) month term. 'Pre-paid Annual Membership' means \nan Annual Premium Membership for which LinkExchange has received full payment \nof the suggested retail price set forth on the attached cover page, less the \napplicable Discount Rate, prior to such membership becoming effective.\n\n'Sign Up Pages' means pages located on one or more of Company's web sites, \ncreated pursuant to paragraph 4.2.\n\n'Suggested Retail Price' means the suggested retail prices set forth to \nparagraph 3(a) of the attached cover page.\n\n'Term' meant the period described in paragraph 6.1.\n\nSECTION 2.    APPOINTMENT OF RESELLER\n\n2.1 APPOINTMENT. LinkExchange hereby appoints Company, and Company hereby \naccepts LinkExchange's appointment, as a reseller of Premium Memberships, \nsubject to and in accordance with the provisions of this Agreement.\n\n2.2 LIMITATIONS. Company will promote, market, offer for sale and sell \nPremium Memberships solely to third party end users. Company may not offer \nfor sale, sell or otherwise distribute Premium Memberships through a third \nparty or sublicense any of the rights granted in this Agreement. All Premium \nMemberships must be sold or otherwise distributed subject to the Premium \nMember Terms.\n\nSECTION 3.    REVENUES AND REPORTS\n\n3.1 CONSIDERATION. On a monthly basis, Company will pay to LinkExchange the \napplicable Suggested Retail Price (as the same may be changed by Microsoft \nfrom time to time), less the applicable Discount Rate, for each Premium \nMembership sold or otherwise distributed by Company during such month.\n\n3.2 DISCOUNT RATE. The Discount Rate applicable to Company for Premium \nMemberships is determined as follows: (a) Monthly Memberships, based upon the \nnumber of Premium Memberships paid by Company to LinkExchange during a given \nmonth; (b) Annual Memberships, based upon the number of Annual Memberships \nsold or distributed by Company during the Term; and (c) Pre-paid Annual \nMemberships, based upon the number of \n\n                                      1.\n\n\n\nPre-paid Annual Premium Memberships sold or distributed by Company during the \nTerm (but not including Annual Memberships).\n\n3.3 PAYMENTS. Within thirty (30) days after the end of each month, Company \nwill pay to LinkExchange in readily available funds all amounts owing to \nLinkExchange pursuant to paragraph 3.1.\n\n3.4 REPORTS. Within thirty (30) days after the end of each month, Company \nwill deliver to LinkExchange a report setting forth the number of Premium \nMemberships (itemized by membership type) sold or otherwise distributed by \nCompany during such month, the number of Premium Members registered through \nor otherwise authorized by Company to use the Premium Member services during \nsuch month, the calculation of the amounts owing pursuant to paragraph 3.1, \nand such usage data as LinkExchange may specify (including, without \nlimitation, aggregate demographic data, individual demographic data, and Sign \nUp Page usage data). Such reports will be delivered in the form and format \nspecified by LinkExchange.\n\n3.5 AUDITS. Company will keep usual and customary records and books of \naccount relating to Premium Members, Premium Memberships sold or otherwise \ndistributed by Company, and Company's other obligations hereunder. \nLinkExchange may inspect such books of account and records at Company's \nfacilities and during Company's regular business hours upon five (5) days \nprior written notice in order to verify Company's compliance with this \nAgreement. LinkExchange will bear the cost of such inspection, except that \nCompany will pay all reasonable costs of inspection if that inspection \nuncovers (a) an error of five percent (5%) or greater in the amounts payable \nto LinkExchange for such audited period, or (b) Company is in material breach \nof the Agreement. Company will promptly pay to LinkExchange any amounts \ndeemed owing as a result of such inspection, together with all applicable \ninterest.\n\n3.6 TAXES. Company will bill, collect and remit to the appropriate taxing \nauthorities all sales, use, value added, and other comparable taxes due or \nowing pursuant to this Agreement or the transactions contemplated hereunder \n(other than taxes on LinkExchange revenues), and will provide LinkExchange \nwith proof of such payments upon request. Company is solely liable for any \nand all such taxes, including penalties, interest and other additions \nthereon. All amounts to be paid by Company to LinkExchange are exclusive of \nall taxes imposed by any federal, foreign, state, provincial, municipal, \nlocal and other taxing authorities, including income, franchise, excise, \ngross receipts, sales, use, value added, property or similar tax, now or \nhereafter imposed on Company.\n\n3.7 CURRENCY. All amounts owing hereunder will be computed in United States \ndollar currency and paid in United States dollar currency.\n\n3.8 INTEREST. Any amounts not paid when due under this Agreement will bear \ninterest at the rate of eighteen percent (18%) per annum or the maximum rate \npermitted by applicable law, whichever is less. Interest will be compounded \non a monthly basis.\n\nSECTION 4.    COMPANY OBLIGATIONS\n\n4.1 PROMOTION. Company will use its commercially reasonable efforts to \npromote, market, offer for sale and sell the Premium Membership, and will \ncooperate with LinkExchange in promoting and marketing the Premium \nMemberships. Without limiting the foregoing, Company will diligently promote \nthe Premium Memberships through all of Company's standard promotional \nvehicles (e.g., newsletters, welcome e-mail, banner advertising and \nupdate\/news e-mail), and Company will incorporate into the home page of \nCompany's web sites a LinkExchange Logo provided by LinkExchange, linked to \nthe web site specified by LinkExchange. Company will submit all promotional \nmaterials prepared by or for Company related to the Premium Membership to \nLinkExchange for review and may not distribute such materials without \nLinkExchange's prior written approval.\n\n4.2 SIGN UP PAGES. Company will create and host web pages as part of \nCompany's web sites that permit third parties to purchase Premium \nMemberships. The initial Sign Up Pages will be in the form specified by \nLinkExchange in writing, and all Sign Up Pages will be submitted to \nLinkExchange for their review and approval prior to implementation. Company \nmay not modify the Sign Up Pages or any LinkExchange hypertext link without \nthe prior written approval of LinkExchange. All Sign Up Pages will \nprominently contain a hypertext link provided \n\n                                   2.\n\n\n\nby LinkExchange, which link shall be placed 'above the fold' in a screen act \nat 650 x 480 pixels (i.e., such that a user visiting the a web page \ncontaining the such link is not required to scroll in any direction to view \nsuch link).\n\n4.3 INFORMATION. Company will obtain appropriate contact information from \nPremium Members, and will deliver such information to LinkExchange on a \nmonthly basis at the time and in the form and format specified in \nLinkExchange. Company will inform Premium Members, in a manner that satisfies \napplicable laws and regulations, that information collected will be \ntransferred to LinkExchange in connection with the Premium Memberships.\n\n4.4 RESTRICTIONS. Company will not promote, market, offer for sale, sell or \nresell any product or service that competes with or may serve as a substitute \n(in whole or in part) for the services available through the Premium \nMembership program, in whole or in part ('Competing Services'). In addition, \nfor a period of three (3) months following the expiration or termination of \nthe Term. Company will not promote, market, offer for sale, sell or resell \nany Competing Services to any Premium Member. Company may not disclose \ninformation collected from Premium Members to any third party in any form \nthat identifies such Premium Members as customers of LinkExchange or for use \nin connection with developing, marketing, promoting or selling Competing \nServices.\n\nSECTION 5.    LINKEXCHANGE OBLIGATIONS\n\n5.1 LINKEXCHANGE PREMIUM PROGRAM. LinkExchange will provide Company with a \nversion of the LinkExchange Premium Membership program to be co-branded with \nCompany's name and logos. Premium Member Terms will be at LinkExchange's sole \ndiscretion including, without limitation, the products and services to be \noffered within the Premium Membership program. All persons registering to \nbecome a Premium Member through the Sign Up Pages are subject to the Premium \nMember Terms, as the same may be modified from time to time by LinkExchange. \nIn addition, all Premium Members are subject to acceptance in the discretion \nof LinkExchange.\n\n5.2 CUSTOMER SERVICE. Subject to paragraph 4.3, LinkExchange will be \nresponsible for technical support services relating to the Premium Membership \nprogram.\n\n5.3 LINKEXCHANGE RIGHTS. LinkExchange is entitled to continue to offer the \nPremium Memberships separately from this Agreement, as LinkExchange may deem \nappropriate in its sole discretion. LinkExchange will further be entitled to \noffer and provide additional products or services directly to Premium Members \nand other third parties on such terms and conditions as LinkExchange may \ndetermine in its sole discretion. LinkExchange may modify or terminate the \nPremium Membership program at any time, in its discretion. LinkExchange (and \nits licensors) reserves all rights in all other code, software, logos, links \nand other materials provided by or on behalf of LinkExchange hereunder.\n\nSECTION 6.    TERM AND TERMINATION.\n\n6.1 TERM. The Term of this Agreement is set forth in paragraph 2 of the \nattached cover page. Upon expiration of the Term and any subsequent extension \nthereof, this Agreement will automatically extend for consecutive one (1) \nmonth periods, unless one party notifies the other party in writing of its \nintent not to renew the Agreement at least thirty (30) days prior to the \nexpiration date of then-current Term.\n\n6.2 TERMINATION. In addition to any other rights and\/or remedies that either \nparty may have under the circumstances, all of which are expressly reserved \nby the parties, either party may immediately terminate this Agreement upon \nwritten notice to the other party if: (a) such other party materially \nbreaches this Agreement and fails to cure that breach within fifteen (15) \nbusiness days after written notice thereof; (b) LinkExchange terminates the \nPremium Membership program; (c) Company breaches paragraph 9.1; or (d) either \nparty becomes involved or makes any assignment for the benefit of creditors \nor similar transfer evidencing insolvency, or suffers or permits the \ncommencement of any form of insolvency or receivership proceedings or files \nor has filed against it any petition under any bankruptcy, debtor relief or \nsimilar law, which petition is not dismissed within sixty (60) days of such \nfiling, or appoints or has appointed a trustee or receiver for such party's \nbusiness or ____________ or any part thereof.\n\n                                     3.\n\n\n\n6.3 TERMINATION PROCEDURE. Upon expiration or termination of this Agreement \nfor any reason, Company will have no further right to market, promote, offer \nfor sale or sell Premium Memberships. Company will cooperate in good faith \nwith LinkExchange to transfer all Premium Member information (including, \nwithout limitation, billing information) to LinkExchange, and to facilitate \nan orderly transition of Premium Members to LinkExchange.\n\n6.4 EFFECT OF TERMINATION. Upon termination or expiration of this Agreement \nfor any reason, each and every clause which by its nature is intended to \nsurvive the termination of this Agreement (including, without limitation, \nparagraph 4.5, 6.3 and 6.4, and paragraphs 3, 7, 8 and 9) will survive. \nNeither party will be liable to the other party for damages arising from or \nrelated to termination of this Agreement in accordance with this paragraph 6.\n\nSECTION 7.    WARRANTIES AND INDEMNITY\n\n7.1 COMPANY. Company warrants and represents that: (a) it has sufficient \nauthority to enter into this Agreement; (b) the Sign Up Pages and all \nmaterials delivered by Company to LinkExchange pursuant to this Agreement do \nnot infringe the copyrights, trademarks, service marks, rights of publicity \nor privacy, or any other intellectual property or proprietary right of any \nthird party; (c) the Company web site and the Sign Up Pages, and all actions \noccurring therein, are in compliance with all applicable laws; (d) Company \nwill comply with all applicable laws and governmental regulations related to \nthe transactions contemplated by this Agreement; and (e) each Company web \nsite containing a Sign Up Page include a privacy statement available to end \nusers of such web site, and Company will adhere to the information gathering, \ndissemination, privacy protection and other practices specified in such \nprivacy statement.\n\n7.2 INDEMNIFICATION. Company will defend, indemnify and hold LinkExchange \nharmless from and against any loss, claim, liability, damage or expense \n(including, without limitation, reasonable attorneys' fees) arising from or \notherwise related to any claim or action threatened or commenced against \nLinkExchange by a third party arising from or related to any breach or \nalleged breach by Company of this Agreement. LinkExchange will reasonably \ncooperate with Company, at Company's expense, in connection with the defense \nand settlement of any such claim or action, which settlement will be subject \nto LinkExchange's written approval which will not be unreasonably withheld. \nLinkExchange will have the right to employ separate counsel and participate \nin the defense and settlement of any such claim or action at LinkExchange's \nsole expense.\n\n7.3 WARRANTY DISCLAIMER. THE LINKEXCHANGE NETWORK (INCLUDING ALL OF THE \nPRODUCTS AND SERVICES AVAILABLE THROUGH THE PREMIUM MEMBERSHIP) AND ANY OTHER \nMATERIALS OR SERVICES PROVIDED TO COMPANY PURSUANT TO THIS AGREEMENT ARE \nPROVIDED 'AS IS' AND WITH ALL DEFECTS. LINKEXCHANGE HEREBY DIS-CLAIMS ALL \nREPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, OF FITNESS \nFOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, \nCOMPATIBILITY, SECURITY, AND CONDITION OR OPERATION OF THE FOREGOING. COMPANY \nACKNOWLEDGES THAT THE IMPRESSIONS HOSTED TO COMPANY'S SITE ARE PROVIDED BY \nTHIRD PARTIES AND THAT LINKEXCHANGE IS NOT RESPONSIBLE FOR THE CONTENT OF \nSUCH ADVERTISEMENTS. IN ADDITION, LINKEXCHANGE IS NOT RESPONSIBLE FOR AND \nDOES NOT WARRANT THE CONTINUED OR INTERRUPTED OPERATION OF THE INTERNET. \nCompany may not make any representations, warranties or conditions with \nrespect to Premium Memberships, or any product or services available through \nthe Premium Memberships, except as expressly set forth in the Premium Member \nTerms.\n\nSECTION 8.    LIMITATIONS.\n\n8.1 LIMITATION OF REMEDIES. Except to the extent arising pursuant to \nparagraph 7.2 or a breach of paragraph 9.1, NEITHER PARTY WILL BE LIABLE TO \nTHE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, \nSPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT \n(INCLUDING DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, PROFITS, REVENUES OR \nDATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH \nDAMAGES), WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT \nLIABILITY, PRODUCT LIABILITY OR OTHER CAUSE OF ACTION. NOTWITHSTANDING THE \nFOREGOING, THIS SECTION WILL NOT LIMIT EITHER PARTY'S ABILITY TO OBTAIN \nINJUNCTIVE OR OTHER EQUITABLE RELIEF UNDER THIS AGREEMENT.\n\n                                    4.\n\n\n\n8.2 LIMITATION ON DAMAGES. Except to the extent arising pursuant to paragraph \n7.2 or a breach of paragraph 9.1, NEITHER PARTY WILL BE LIABLE TO THE OTHER \nPARTY UNDER THIS AGREEMENT IN THE AGGREGATE FOR DAMAGES IN EXCESS OF THE \nAMOUNTS PROPERLY PAID, OWING AND ACCRUED TO COMPANY HEREUNDER.\n\nSECTION 9.    MISCELLANEOUS\n\n9.1 CONFIDENTIALITY. The parties acknowledge and agree that the LinkExchange \nNon-Disclosure Agreement dated as of ____________ ('NDA') entered into by and \nbetween the parties applies to this Agreement as if fully set forth herein \nand that all of the terms of this Agreement (including but not limited to its \nexistence) and all discussions and negotiations related thereto are \nconsidered Confidential Information of LinkExchange under the NDA. Upon \ntermination or expiration of this Agreement, Company will destroy (or upon \nthe other party's request return) any and all confidential information and \nmaterials of LinkExchange in Company's possession or control.\n\n9.2 NOTICES. All notices and requests in connection with this Agreement will \nbe deemed given (a) when personally delivered, (b) when delivered by \nfacsimile or telex, (c) the next business day following delivery to a \nnationally recognized courier service guarantying next-day delivery, or (d) \nfive (5) business days after being placed in the mails of the United States, \npostage prepaid, certified or registered, return receipt requested, to the \napplicable address set forth on the attached cover page (or to such other \naddress as the party to receive the notice or request so designates by at \nleast ten (10) days prior written notice to the other party).\n\n9.3 INDEPENDENT CONTRACTOR. Company is an independent contractor, and not an \nemployee, agent, franchisee, or representative of LinkExchange. Except as \notherwise specifically provided in this Agreement, Company will perform its \nobligations under this Agreement at its own expense. Company is not \nauthorized to, and will not attempt to create or assume any obligation or \nliability, express or implied, in the name or otherwise on behalf of \nLinkExchange. Without limiting the generality of the foregoing, Company will \nnot enter into any contract, agreement or commitment, make any warranty or \nguaranty, or incur any obligation or liability in the name or otherwise on \nbehalf of LinkExchange. This Agreement will not be construed as creating or \nevidencing any franchise, agency or partnership among the parties or as \nimposing any franchise, agency or partnership obligation or liability on \neither party.\n\n9.4 COSTS. Each party is responsible for all costs associated with fulfilling \nits obligations hereunder.\n\n9.5 GOVERNING LAW. This Agreement will be governed by the laws of the State \nof Washington. Company hereby irrevocably consents to the personal \njurisdiction of, and for any action governed by or on behalf of Company \nexclusive venue in the state and federal courts sitting King County, \nWashington, USA. In any suit or action to enforce any right or remedy under \nthis Agreement or to interpret any provision of this Agreement, the \nprevailing party will be entitled to recover its costs, including reasonable \nattorneys' fees.\n\n9.6 ASSIGNMENT. Company may not assign this Agreement without LinkExchange's \nprior written approval. Any attempted assignment, sub-license, transfer, \nencumbrance or other disposal of this Agreement by Company without \nLinkExchange's prior written approval will be void and will constitute a \nmaterial default and breach of this Agreement. Except as otherwise provided, \nthis Agreement will be binding upon and will inure to the benefit of the \nparties' successors and lawful assigns.\n\n9.7 HEADINGS. The section headings used in this Agreement are intended for \nconvenience only and will not be deemed to affect in any manner the meaning \nor intent of this Agreement or any provision hereof.\n\n9.8 MODIFICATION. This Agreement will not be modified except by a written \nagreement dated subsequent to the date of this Agreement and signed on behalf \nof Company and LinkExchange by their respective duly authorized \nrepresentatives.\n\n9.9 WAIVER. No waiver of any breach of this Agreement will constitute a \nwaiver of any prior, concurrent or subsequent breach of the same or any other \nprovisions hereof, and no waiver will be effective unless made in writing and \nsigned by the waiving party.\n\n                                      5.\n\n\n\n9.10 SEVERABILITY. To the extent that any provision of this Agreement \nconflicts with governing law, or is held to be null, void or otherwise \nineffective or invalid by a court of competent jurisdiction, (a) such \nprovision will not be deemed to be restated to reflect as nearly as possible \nthe original intentions of the parties in accordance with applicable law, and \n(b) the remaining terms, provisions, covenants and restrictions of this \nAgreement will remain in full force and effect.\n\n9.11 COUNTERPARTS. This Agreement may be executed in one or more \ncounterparts, all of which taken together will constitute one agreement.\n\n9.12 LANGUAGE. This Agreement has been negotiated in the English language and \nit is the express wish of the parties that this Agreement, and all related \ndocuments be drafted in the English language. C'est la volonte expresse des \nparties que la presente convention ainsi que les documents qui a y \nrattachment soient rediges en anglais.\n\n9.13 ENTIRE AGREEMENT. Subject to paragraph 5.1, this Agreement constitutes \nthe entire agreement between the parties with respect to the subject matter \nhereof and supersedes all prior and contemporaneous agreements or \ncommunications between the parties.\n\n                                     6.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7843,8221],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9620],"class_list":["post-42727","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-improvenet-inc","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42727","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=42727"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42727"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42727"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42727"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}