{"id":42776,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/services-agreement-expedia-inc-and-microsoft-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"services-agreement-expedia-inc-and-microsoft-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/services-agreement-expedia-inc-and-microsoft-corp.html","title":{"rendered":"Services Agreement &#8211; Expedia Inc. and Microsoft Corp."},"content":{"rendered":"<pre>\n                              SERVICES AGREEMENT\n                                        \nTHIS AGREEMENT is entered into as of October 1, 1999 (the \"Effective Date\") by\nand between MICROSOFT CORPORATION, a corporation organized under the laws of the\nState of Washington (\"Microsoft\"), and EXPEDIA, INC., a corporation organized\nunder the laws of the State of Washington (\"Expedia\"), with reference to the\nfollowing facts:\n\n     A.  On or about the Effective Date, Microsoft caused the formation of\nExpedia and transferred certain Microsoft assets to Expedia in return for\ncertain stock in Expedia.\n\n     B.  To assist Expedia in its day-to-day operations as a new corporate\nentity, Microsoft has agreed to provide certain transition services to Expedia,\nand Expedia desires to engage Microsoft to provide such services, for the term\nand on the conditions set forth below.\n\nTHEREFORE, the parties hereby agree as follows:\n\nI.  PROVISION OF SERVICES; PAYMENT OF SERVICES\n    ------------------------------------------\n\n     1.1  Upon the terms and subject to the conditions of this Agreement,\nMicrosoft shall provide the services described in Attachment A, attached hereto\nand incorporated herein by this reference, to Expedia.  Such services will be\ncategorized within nine \"Blocks\": Legal Services, Tax Services, Real Estate &amp; Facilities Services; Corporate Accounting Services; Treasury Services; Human\nResource Services; Information Technology Support Services; MSN Services;\nServices from Microsoft Studios; TravelServices; and Localization Services.  In\nits sole discretion, Microsoft will have the right to cause third party\nsubcontractors to perform any or all of the services required of Microsoft\nhereunder, provided that any such delegation by Microsoft will not relieve\nMicrosoft of its obligations hereunder.\n\n     1.2  Microsoft agrees that it will at all times use its best commercially\nreasonable efforts to perform any and all of the services to be provided\npursuant to this Section 1 to the reasonable satisfaction of Expedia and will at\nall times retain and utilize a sufficient number of qualified personnel to\nperform all of such services.\n\n     1.3  Expedia shall pay Microsoft for services rendered hereunder according\nto Attachment A.  Except as expressly provided otherwise in Attachment A,\nMicrosoft shall bill Expedia fifteen (15) days after the end of each fiscal\nquarter (with partial months prorated on a daily basis).  Compensation payments\nshall be due within thirty (30) days after the date of the applicable invoice\nfrom Microsoft, or as agreed upon from time to time as services are requested.\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 Microsoft.  The rate of interest applicable for\noverdue accounts shall be the applicable United States interest rate as\npublished from time to time by the Microsoft Treasury Department.\n\n     1.4  Except as may be provided in Attachment A, Microsoft shall not have,\nnor represent itself as having, any authority under the terms of this Agreement\nto make agreements of any kind in the name of or binding upon Expedia, to pledge\nExpedia's credit, or to extend credit on Expedia's behalf.\n\n                                       1\n\n \nII.  LOANED EMPLOYEES\n     ----------------\n\n     2.1  The parties acknowledge that certain employees of Microsoft, who prior\nto the Effective Date rendered services substantially full-time for the Expedia\nbusiness unit of Microsoft, have remained or will remain employees of Microsoft.\nExpedia desires that all such employees who reported through Richard Barton as\nof October 1, 1999, in the Microsoft organization chart continue to render\nsubstantially full-time services for Expedia in their current capacities, and\nMicrosoft desires to loan to Expedia those employees who remain employees of\nMicrosoft to perform such services, on the terms and conditions contained in\nthis Section 2.  Such employees who remain employees of Microsoft rather than\nExpedia, and whose services are loaned by Microsoft to Expedia hereunder, are\nreferred to as \"Loaned Employees.\"\n\n     2.2  So long as the applicable Loaned Employee continues to be employed by\nMicrosoft, Microsoft agrees to provide to Expedia the services of each Loaned\nEmployee from the Effective Date through the earlier of May 20, 2000 or such\ndate as Expedia notifies Microsoft that it no longer desires the services of\nsuch Loaned Employee.  Microsoft will use its commercially reasonable efforts to\ncause the Loaned Employees to render the applicable services for Expedia.  As\nbetween Expedia and Microsoft, Microsoft shall be responsible for the payment of\npayroll taxes, workers' compensation premiums, and filing of all reports and\nfilings required by law with respect to the Loaned Employees while employed by\nMicrosoft.\n\n     2.3  For such period as Microsoft provides the services of a Loaned\nEmployee pursuant to Section 2.2, Expedia agrees to pay to Microsoft an amount\nequal to the gross earnings of such Loaned Employee, plus federal and state\npayroll taxes, employee benefit programs contributions (including without\nlimitation health and all stock benefits programs).  \"Gross earnings\" will\ninclude salary, commissions, hourly and other forms of payments for services,\nperiods of paid vacation, sick leave and holidays, leave with pay, accrued\nvacation paid and overtime payments.  Expedia will pay all amounts owed to\nMicrosoft pursuant to this Section 2.3 in accordance with the provisions of\nSection 1.3.\n\n     2.4  Expedia understands and acknowledges that the compensation package of\neach Loaned Employee is and will remain within the sole discretion of Microsoft,\nand that the Loaned Employees will be \"at will\" employees of Microsoft (whose\nemployment is terminable at will, with or without cause or advance notice, by\neither Microsoft or the employee).  If any Loaned Employee shall cease to be\nemployed by Microsoft, Microsoft will not be obligated to provide a replacement\nto Expedia, notwithstanding anything contained in this Agreement to the\ncontrary.  Prior to terminating any Loaned Employee during such time as her\/his\nservices are being provided to Expedia hereunder, Microsoft agrees to consult\nwith Expedia; provided that any inadvertent failure to so consult will not\nconstitute a breach of this Agreement.\n\n     2.5  Expedia undertakes the responsibilities set forth in this Section 2.5\nwith respect to each Loaned Employee rendering services for Expedia hereunder.\n\n          2.5.1  Expedia will be responsible for supervising the quality and\nacceptability of the work performed by the Loaned Employees.  Expedia agrees to\nfollow the human resource guidelines supplied by Microsoft.  Expedia will grant\nMicrosoft reasonable access to its employees at Expedia's work-site(s) for such\npurposes as employee benefit enrollment and other employment related purposes.\n\n          2.5.2  Expedia has the right to the removal of Loaned Employees from\nExpedia's business for any reason not prohibited by law, with or without cause\nor advance notice.\n\n                                       2\n\n \n          2.5.3  Expedia will cooperate with Microsoft on other matters related\nto Loaned Employee services including benefit management, salary administration,\npromotion, and discipline and termination.\n\n          2.5.4  Expedia agrees to maintain records of actual hours worked by\neach Loaned Employee to the extent that the status of such employee requires the\nmaintenance of records regarding time worked, and report such hours worked to\nMicrosoft.\n\n          2.5.5  Expedia agrees to comply, at its expense, with all occupational\nsafety, health and work laws, regulations, directives, and rules required by\nfederal, state and local authorities and with all reasonable requests from\nMicrosoft in connection with same.  Expedia will immediately report all\naccidents and incidents involving Loaned Employees to Microsoft.\n\n          2.5.6  Expedia agrees to forward any legal requests for Loaned\nEmployee garnishments to Microsoft immediately upon receipt.\n\n          2.5.7  Expedia shall furnish and keep in full force and effect at all\ntimes during the term of this Agreement general liability insurance.  In the\nevent a Loaned Employee is assigned to fill a job function requiring said Loaned\nEmployee to operate a vehicle for Expedia, Expedia shall furnish liability\ninsurance.  The policy shall insure against public liability for bodily injury\nand property under a policy of insurance with terms and conditions and limits\nwhich are acceptable to Microsoft.  Expedia shall name Microsoft as an\nadditional insured under such insurance policies.  Expedia shall notify\nMicrosoft immediately if such policies are terminated.\n\n     2.6  If and to the extent that Expedia requests that the services of any\nemployee of a Microsoft subsidiary who prior to the Effective Date rendered\nsubstantially full-time services for the Expedia business unit be loaned to\nExpedia, Microsoft will use its commercially reasonable efforts to cause the\napplicable subsidiary to loan Expedia the services of such employee on\nsubstantially the same terms and conditions set forth in this Section 2.\n\n     2.7  With respect to employees outside the United States, Expedia\nacknowledges that there will be a one-time $5,000 set-up charge for payroll\naccounts in the U.K and Germany from the applicable Microsoft subsidiaries, and\nthat such employees may require a monthly cash stipend (of approximately $1,250\neach) in lieu of the use of an automobile.\n\nIII.  TAXES\n      -----\n\n     3.1  The amounts to be paid by Expedia to Microsoft herein do not include\nany foreign, U.S. federal, state, local, municipal or other governmental taxes,\nduties, levies, fees, excises or tariffs, arising as a result of or in\nconnection with the transactions contemplated under this Agreement including,\nwithout limitation, any state or local sales or use taxes or any value added tax\nor business transfer tax now or hereafter imposed on the provision of goods and\nservices to Expedia by Microsoft under this Agreement, regardless of whether the\nsame are separately stated by Microsoft. All such taxes (and any penalties,\ninterest, or other additions to any such taxes), with the exception of taxes\nimposed on Microsoft's net income or with respect to Microsoft's property\nownership, shall be the financial responsibility of Expedia.  Expedia agrees to\nindemnify, defend and hold Microsoft harmless from any such taxes  or claims,\ncauses of action, costs (including, without limitation, reasonable attorneys'\nfees) and any other liabilities of any nature whatsoever related to such taxes.\n\n                                       3\n\n \n     3.2  Expedia will pay all applicable value added, sales and use taxes and\nother taxes levied on it by a duly constituted and authorized taxing authority\non the services or other items provided under this Agreement or any transaction\nrelated thereto in each country in which the services and\/or property are being\nprovided or in which the transactions contemplated hereunder are otherwise\nsubject to tax, regardless of the method of delivery.   Any taxes  that are owed\nby Expedia, (i) as a result of entering into this Agreement and the payment of\nthe fees hereunder, (ii) are required or permitted to be collected from Expedia\nby Microsoft under applicable law, and (iii) are based upon the amounts payable\nunder this Agreement (such taxes described in (i), (ii), and (iii) above the\n\"Collected Taxes\"), shall be remitted by Expedia to Microsoft, whereupon, upon\nrequest, Microsoft shall provide to Expedia tax receipts or other evidence\nindicating that such Collected Taxes have been collected by Microsoft and\nremitted to the appropriate taxing authority.  Expedia may provide to Microsoft\nan exemption certificate acceptable to Microsoft and to the relevant taxing\nauthority (including without limitation a resale certificate) in which case,\nafter the date upon which such certificate is received in proper form,\nMicrosoft shall not collect the taxes covered by such certificate.\n\n     3.3  Expedia agrees that each payment to be made hereunder shall be free of\nall withholding imposed by any jurisdiction, and if any such withholding is\nrequired, Expedia shall pay an additional amount such that after deduction of\nall amounts required to be withhold, the net amount of the payment will equal,\non an after tax basis, the amount of the payment that would be due absent such\nwithholding.\n\n     3.4  This Section III shall govern the treatment of all taxes arising as a\nresult of or in connection with this Agreement notwithstanding any other section\nof this Agreement.\n\n     3.5  In addition to the other undertakings of Expedia set forth in this\nAgreement, Expedia shall be responsible to reimburse Microsoft for any and all\nWashington Business and Occupation tax liability imposed on Microsoft with\nrespect to the payments received from Expedia by Microsoft.  Such reimbursement\nshall be paid by Expedia to Microsoft through a tax reimbursement payment, in\naddition to the other payments required to be made pursuant to this Agreement,\nto be made at the time of each payment required under Attachment A.  Such tax\nreimbursement payments shall each be in an amount such that after Microsoft pays\nall Business and Occupation taxes imposed with respect to both the payments\nrequired elsewhere in this Agreement, and the payments called for in this\nparagraph, the net amount of the aggregate of all payments made by Expedia to\nMicrosoft under this agreement will equal, on an after tax basis, the amount of\nthe payment that is due under this Agreement excluding this Section 3.5.\n\nIV.  CONFIDENTIAL INFORMATION\n     ------------------------\n\nThe parties understand and acknowledge that each of them (and their respective\nemployees, consultants and subcontractors) may have disclosed to it, in\nconnection with the rendition of services and performance of their obligations\nof this Agreement, confidential and\/or proprietary information of the other\nparty.  The terms and conditions of that certain Non-Disclosure Agreement\nbetween the parties, dated October 1, 1999, shall apply to all such confidential\nand proprietary information.\n\n                                       4\n\n \nV.  LIMITATION OF LIABILITY AND INDEMNIFICATION\n    -------------------------------------------\n\nMicrosoft and its subcontractors (if any), and its and their respective\nofficers, directors, agents or designees, shall not be liable for any loss\nincurred by Expedia occasioned by acts performed (or not performed) by them, or\nadvice or assistance given by them, in good faith in the performance of their\nduties hereunder, and in any event shall be liable only for willful wrongdoing\nor gross negligence and not for honest errors of judgment; provided, however,\nthat in no event shall Microsoft or such subcontractors be held liable for any\nconsequential damages or for any loss of profits suffered by Expedia or by any\nthird party, and provided further that the amount of damages claimed in respect\nof all breaches of contract that may occur during one fiscal year in regard to\nExpedia shall not exceed the amount of compensation which Expedia owes and\/or\nhas paid to Microsoft for the fiscal year during which the breach of contract\nhas occurred. Expedia agrees to indemnify and hold harmless Microsoft and its\nsubcontractors, and its and their respective officers, directors, agents and\ndesignees, from and against all costs, damages, judgments, attorneys' fees,\nexpenses, obligations and liabilities of every kind and nature which they or any\nof them may incur, sustain or be required to pay in connection with or arising\nout of the performance of their obligations hereunder (unless such costs,\ndamages, judgments, fees, expenses, obligations or liabilities are incurred in\nconnection with or arise out of willful wrongdoing or gross negligence). This\nSection V shall survive the termination of this Agreement.\n\nVI.  TERM\n     ----\n\n     6.1  This Agreement shall take effect upon the Effective Date and shall\ncontinue in full force and effect through December 31, 2000, subject to the\nother provisions in this Section 6.\n\n     6.2  Not later than one hundred twenty (120) days prior to the then-\nscheduled expiration of this Agreement, Expedia may notify Microsoft that it\ndesires to extend the term of this Agreement for an additional period of one\nyear. Promptly after such notice Microsoft and Expedia will negotiate in good\nfaith the terms and conditions for such extension, including but not necessarily\nlimited to the compensation to be payable by Expedia to Microsoft for the\nservices to be provided by Microsoft during such extension of the term. Any\nadjustment of compensation is to be based on a revised estimate of the actual\ncosts to be incurred by Microsoft in providing the services hereunder. If the\nparties reach agreement on such terms and conditions, then they will amend this\nAgreement to conform to such agreement; if the parties have not reached\nagreement on the terms and conditions of such extension prior to sixty (60) days\nbefore the then-scheduled expiration date of this Agreement, then this Agreement\nwill expire as scheduled and Microsoft will not have any obligation to provide\nservices to Expedia hereunder after such expiration date.\n\n     6.3  Notwithstanding Section 6.1 of this Agreement, Expedia may terminate\nthis Agreement in whole, or with respect to one or more complete Block(s) of\nservices, at any time by giving written notice of termination (specifying the\nservice or services being terminated) to Microsoft at least thirty (30) days in\nadvance of the effective date of such termination.\n\n     6.4  Notwithstanding Section 6.1 of this Agreement, Microsoft may terminate\nthis Agreement in whole, or with respect to one or more complete Block(s) of\nservices, at any time by giving written notice of termination (specifying the\nservice or services being terminated) to Expedia at least one hundred eighty\n(180) days in advance of the effective date of such termination; provided that\nMicrosoft may terminate this Agreement immediately upon written notice to\nExpedia if Expedia shall have failed  to make any payment due hereunder for\nservices rendered hereunder, unless such failure has been cured by Expedia\nwithin sixty (60) days after the original due date for such payment.\n\n                                       5\n\n \nVII.  GENERAL PROVISIONS\n      ------------------\n\n     7.1  Organization, Good Standing, and Authority.  Microsoft represents and\n          -------------------------------------------                          \nwarrants that it is a corporation duly organized, validly existing, and in good\nstanding under the laws of the State of Washington and has authority to enter\ninto this Agreement and perform its obligations hereunder.\n\n     7.2  Organization, Good Standing, and Authority.  Expedia represents and\n          -------------------------------------------                        \nwarrants that it is a corporation duly organized, validly existing, and in good\nstanding under the laws of the State of Washington and has authority to enter\ninto this Agreement and perform its obligations hereunder.\n\n     7.3  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 (although the\nparties acknowledge that on or about the Effective Date they may execute\nseparate agreements dealing with software licenses and the \"distribution\" of\nexpedia.com in msn.com, and nothing contained in this Agreement will be deemed\nto nullify any provisions of such license or carriage agreements).  Each party\nacknowledges that there are no warranties, representations, covenants or\nunderstandings of any kind, manner or description whatsoever by either party to\nthe other with respect to the premises except as expressly set forth herein.\n\n     7.4  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     7.5  Governing Law.  This Agreement shall be governed by and construed in\n          -------------                                                       \naccordance with the laws of the State of Washington.\n\n     7.6  Assignment.  Neither party hereto may assign this Agreement without\n          -----------                                                        \nthe prior written consent of the other party signed by such other party's duly\nauthorized representative, which consent may be given or withheld in the sole\ndiscretion of the applicable party whose consent is requested.\n\n     7.7  Notices.  All notices in connection with this Agreement shall be\n          -------                                                         \ndeemed given as of the day they are sent by electronic transmission, sent by\nfacsimile or deposited with a commercial courier for delivery to other party at\nthe following addresses:\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                                        Treasurer\n \n                                        With copy to:  Law and Corporate Affairs\n\n\n                   Expedia:             Expedia, Inc.\n                                        4200 150th Ave. NE\n\n                                       6\n\n \n                                        Redmond, WA 98052\n \n                                        Tel:  (425) 705-4874\n                                        Fax:  (425) 707-2722\n \n                                        Attention: Chief Executive Officer\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     7.8  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     7.9  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     7.10.    Confidentiality.  Microsoft and Expedia each agree that the terms\n              ---------------                                                  \nand conditions of this Agreement, including its attachments, will be deemed to\nconstitute, and be treated as, confidential information pursuant to Section V\nabove.\n\n     7.11  Further Assurances.  Each party agrees to take such further action\n           ------------------                                                \nand execute, deliver and\/or file such documents or instruments as are necessary\nto carry out the terms and purposes of this Agreement.\n\n     7.12  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     7.13  Relationship of Parties. This Agreement is intended solely as a\n           -----------------------                                        \nservices agreement, and no partnership, joint venture, employment, agency,\nfranchise, or other form of agreement or relationship is intended.  Each party\nagrees to be responsible for all of its federal and state taxes, withholding,\nsocial security, insurance, and other benefits, and all salaries, benefits, and\nother costs of its employees, except as otherwise specifically contemplated by\nthe provisions of this Agreement (e.g., where Expedia has agreed to reimburse\nMicrosoft for its costs).  From time to time, in connection with the services\nreferred to in Attachment A, Microsoft may act as Expedia's agent if Expedia\nrequests Microsoft to do so and Microsoft, in its sole discretion, agrees.\n\n     7.14  No Third Party Beneficiaries.  This Agreement is not intended to\n           ----------------------------                                    \ncreate any rights in any person or entity who is not a party to this agreement,\nand no such rights are created hereunder.\n\n                                       7\n\n \nIN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective\nDate.\n\n\nMICROSOFT CORPORATION                       EXPEDIA, INC.\n \n\nBy     \/s\/ Gregory B. Maffei                By     \/s\/ Richard N. Barton \n  _______________________________             _______________________________\n   its authorized representative               its authorized representative\n\n                                       8\n\n \n                                 ATTACHMENT A\n\n                              SERVICES AGREEMENT\n\n                                        \n\nParties:  MICROSOFT CORPORATION and EXPEDIA, INC.\n-------                                          \n\nEffective Date:  October 1, 1999\n--------------                        \n\nGeneral:  All capitalized terms in this Attachment A shall have the respective\n-------                                                                       \nmeanings assigned to such terms in the Agreement unless otherwise noted herein.\n\nAccounting Principles:  Where the terms of the Agreement or this Attachment A\n---------------------                                                        \nrequire the application of accounting principles, United States Generally\nAccepted Accounting Principles shall apply.\n\nPolicies and Procedures:  From time to time Expedia and Microsoft may establish\n------------------------                                                       \none or more Policies and Procedures document(s) that set forth in further detail\nthe agreed upon services provided under this Agreement with respect to a\nparticular Block of services.\n\nHeadcount:  Compensation to Microsoft for certain services hereunder will be\n---------                                                                   \nbased on the \"Headcount\" for Expedia.  \"Headcount\" will be computed monthly,\nbased on the average daily aggregate number of the following personnel: (i)\nemployees of Expedia; plus (ii) the Loaned Employees rendering services for\nExpedia hereunder; plus (iii) all other individuals employed by third parties\nwho are rendering services substantially full-time for Expedia.  The number of\npersonnel described in clause (iii) may be referred to herein as \"Contingent\nStaff\"; and the number of those described in clauses (i) and (ii) together may\nbe referred to as \"Non-Contingent Staff.\"\n\nCondition Precedent:  Services provided hereunder are contingent on Expedia\n-------------------                                                        \nusing Microsoft internal systems.\n\nDirect Expenses:  Direct expenses incurred by Microsoft with third parties in\n---------------                                                              \nconnection with Microsoft's performance hereunder will be reimbursed by Expedia\nto Microsoft, or billed directly to Expedia, in addition to any fees payable to\nMicrosoft hereunder.\n\nFiscal Year Recalculation:  Some of the rates set forth herein are based on the\n-------------------------                                                      \ncurrent Microsoft fiscal year calculations.  Such calculations may change over\nfiscal years, and Microsoft reserves the right to recalculate these rates based\non new accounting policies.  However, Microsoft will notify Expedia in writing\nas soon as reasonably possible regarding such rate recalculations (if\napplicable).\n\n\nLEGAL SERVICES BLOCK\n--------------------\n\n   Services:  The Law and Corporate Affairs (LCA) department of Microsoft shall \n   --------                                                              \nprovide legal advice to Expedia in various areas, upon request, including\nwithout limitation the following:\n\n.  Supplier &amp; Consumer Sales\n.  Business Operations\n\n                                       9\n\n \n.  Anti-Piracy Litigation\n.  Consumer Fraud\n.  Intellectual Property (patent, trademark, copyright)\n.  General Litigation (contract disputes, commercial litigation, bankruptcy,\n   collections, etc.)\n.  General Corporate Governance\n.  Labor\n.  Government Affairs\n.  Human Resources\n.  Bankruptcy\n.  Securities\n.  Supervision of Outside Counsel\n\nIn regard to all legal matters, Microsoft may consult and retain outside lawyers\nto assist them as determined in the sole judgment of the LCA lawyer.  LCA\nattorneys may also act as counsel for Expedia.\n\n      Compensation:\n      -------------\n\n      (a) For the services rendered by Microsoft personnel in this Block,\nExpedia shall pay Microsoft the fixed rate of $77,625 per month.\n\n      (b) For legal services subcontracted by Microsoft to outside counsel,\nExpedia will reimburse Microsoft at cost; provided that Microsoft may request\nsuch outside counsel to bill Expedia directly.\n\n      (c) The compensation for the services under this Block was computed under\nthe assumption that Expedia will not have its own legal staff and that the\nMicrosoft legal staff spend at least approximately the time handling Expedia\nmatters as considered when negotiating the fees set forth in (a) above.  If\nExpedia uses significantly less Microsoft in-house legal resources than so\nconsidered (because of Expedia's use of its own legal staff or outside counsel),\nthen the parties may re-negotiate the fees in (a).\n\n\nTAX SERVICES BLOCK\n------------------\n\n      Services:  Consultation on tax issues, including without limitation the\n      --------                                                               \npreparation and filing of various tax returns.\n\n      Compensation:\n      -------------\n\n      (a) For the services rendered by Microsoft personnel in this Block,\nExpedia shall pay Microsoft the fixed rate of $5,063 per month.\n\n      (b) For services subcontracted by Microsoft to outside\ncounsel\/consultants, including preparation of all international tax returns,\nExpedia will reimburse Microsoft at cost; provided that Microsoft may request\nsuch outside counsel\/consultants to bill Expedia directly.\n\n\nREAL ESTATE &amp; FACILITIES SERVICES BLOCK\n---------------------------------------\n\n      Services:\n      -------- \n\n                                       10\n\n \n      (a) The Real Estate &amp; Facilities (RE&amp;F) department of Microsoft shall\nprovide to Expedia the following services: Building &amp; Grounds Maintenance,\nSecurity Monitoring, Cardkey Access, Janitorial Services, and UPS Monitoring.\n\n      (b)  From time to time Expedia may request RE&amp;F to provide any of the\nfollowing services:  Office space programming and planning; office space design\nand construction; office moving, lease auditing; lease consulting and changes;\nlease administration and enforcement; site and vendor service planning and\ninterior office maintenance consultation.\n\n      Compensation:  For the services rendered by Microsoft personnel in this\n      -------------                                                          \nBlock, Expedia shall pay Microsoft the following monthly rate for those periods\nthat Expedia is occupying facilities owned by Microsoft: (a) the product of the\nHeadcount times $255; plus (b) the product $1065 times the sum of the Non-\nContingent Staff plus one-half the Contingent Staff.\n\n      Leased Space:  Expedia expects to vacate its offices in RedWest in\n      ------------                                                      \nDecember, 1999, and will do so as soon as reasonably possible, and move to\noffices leased by Microsoft from a third party or to offices leased directly by\nExpedia (the \"New Offices\").  If Expedia moves to offices leased by Microsoft\nfrom a third party, then, at Microsoft's option, either (i) Expedia will execute\na sublease in substantially the form attached hereto as Attachment B, with the\nlease payments equal to the lease payments Microsoft is obligated to make to the\napplicable landlord, or (ii) Microsoft will assign the applicable lease to\nExpedia and Expedia will assume all of Microsoft's obligations thereunder.  If\nMicrosoft initially elects the sublease option, then it may subsequently elect\nto assign the lease as set forth in option (ii).  After Expedia relocates to the\nNew Offices, Microsoft will not provide the services referred to in (a) and (b)\nabove unless requested to do so, in writing, by Expedia on a case-by-case basis,\nin which event Expedia will pay for such services on a \"cost plus 5%\" basis.\n \n      \"Distant\" Employees:  For each employee or Loaned Employee located in a\n       -------------------                                                    \nMicrosoft facility outside RedWest or the New Offices, Expedia will reimburse\nMicrosoft for all reasonable costs of providing such employee's use of the\nMicrosoft facilities.\n\n      New Office Build-Out:  In addition to the amounts specified above, Expedia\n      --------------------                                                      \nwill reimburse Microsoft for all of Microsoft's \"fully loaded\" costs incurred in\nconnection with the move of Expedia to the New Offices and the build-out of the\nNew Offices (including without limitation ITG costs).  Such costs will be agreed\nto in advance by the parties before work begins.\n\n      Leased Personal Property:  If Microsoft purchases or leases on behalf of\n      ------------------------                                                \nExpedia any furniture, equipment or other personal property for the New Offices,\nthen Expedia will reimburse in full for the purchased items and the applicable\nlease costs; provided that if a lease permits assignment to Expedia, Microsoft\nwill assign the lease to Expedia and Expedia will assume all of Microsoft's\nobligations thereunder.  However, Microsoft shall not purchase, or enter into\nany lease for, any such personal property without Expedia's prior consent.\nExpedia will comply with all terms and conditions of all applicable leases.\n\n\nACCOUNTING SERVICES BLOCK\n-------------------------\n\n                                       11\n\n \nMicrosoft Corporate Accounting shall provide Expedia with services for\ntransactions and reporting that is substantially the same level as delivered to\nthe Microsoft Travel Business unit prior to the Effective Date. Such services\ninclude the following:\n\nTransaction Support:\n\n.  Support and maintain SAP general ledger and related master data for both\n   finance and HR data.\n.  Provide both legal and management structures\n.  Support international organization, legal structure, foreign currencies,\n   statutory requirements and reimbursement.\n.  Create and support centralize procurement and payables in a manner consistent\n   with corporate services\n.  Provide general accounting support, including invoicing for intercompany\n   transactions.\n.  Provide support for loading annual budget into the general ledger and provide\n   sku's and related information to ensure that reporting continues in the\n   revenue &amp; p&amp;l reporting systems\n.  Support business requirements for cogs absorption, internal cost\n   distributions and allocations as required.\n.  Provide user interfaces for SAP transaction systems that are enabled use by\n   Expedia (Headtrax, MarFlex, MS Expense, MS Invoice, MS Market, MS Asset  I\/O\n   creation tool,etc.)\n.  Interact with and support Expedia finance department to ensure that internal\n   books comply with Generally Accepted Accounting Principles.\n\n\nReporting Support:\n\n.  Prepare monthly internal management reports and quarterly external SEC\n   financial reports as required and defined by Expedia management.\n.  Provide web based access to ad-hoc reporting via MS Reports\/MS Insight or\n   other tools supported as central applications\n.  Support for data warehouses such as MS Sales, MARS, etc, and related ad-hoc\n   access associated\n.  Create and maintain the reporting hierarchies that enable Expedia specific\n   reporting\n.  Provide access to training on tools provided by Corporate Accounting\n   consistent with that made available to Microsoft.\n\nFrom time to time, Expedia may request additional support as it relates to the\ninfrastructure above. These requests will be supported in a manner that is\nconsistent with other groups currently supported by Corporate Accounting.\n\nCompensation:  For the services rendered by Microsoft personnel in this Block,\nExpedia shall pay Microsoft the fixed rate of $23,333 per month.\n \n\n\nTREASURY SERVICES BLOCK\n-----------------------\n\n      Services:  The Treasury department of Microsoft shall provide the\n      --------                                                         \nfollowing services to Expedia:\n\n                                       12\n\n \n      (a)  Global Cash Management will provide bank account management, wire\ntransfer execution services, and foreign currency purchases on behalf of Expedia\nwhen needed to pay compensations or make payments to third parties.  Bank\naccount management could include consulting services related to bank systems,\nproducts, account structure as well as representing Expedia's interests in\ninteractions or service discussions with its banks and credit card service\nproviders  In addition, Global Cash Management will manage daily liquidity for\nExpedia.\n\n      (b) Assistance in establishing a comprehensive bank account structure and\naccompanying services, including collections, payroll and accounts payable.\n\n      ()  Risk Management:  Microsoft services will consist of:\n\n       .  Consultation:\n             o  Help Expedia identify, analyze, and quantify strategies to\n                mitigate or finance identified risks.\n             o  Provide advice on resolving insured claims.\n             o  Provide consultation and assistance to Expedia on indemnity and\n                insurance provisions for Expedia contracts.\n             o  Conduct training for Expedia personnel on various Risk\n                Management issues as requested by Expedia.\n             o  Conduct risk modeling as requested by Expedia.\n       .  Risk Financing:\n             o  Execute placement of insurance programs for Expedia.\n             o  Administer Expedia policy and claims information.\n             o  Assist with vehicle insurance compliance. , and.\n        \n      Compensation:\n      -------------\n\n      (a) For the services in this Block rendered by Microsoft personnel,\nExpedia shall pay Microsoft the fixed rate of $22,570 per month.\n\n      (b) For services subcontracted by Microsoft to third parties (e.g.,\nbanks), Expedia will reimburse Microsoft at cost; provided that Microsoft may\nrequest such third parties to bill Expedia directly.\n\n\nHUMAN RESOURCES SERVICES BLOCK\n------------------------------\n\n      Services:\n      -------- \n\n      (a) HR Programs and Services (HRPS).  The HRPS division of Microsoft shall\n          -------------------------------                                       \nprovide the following services to Expedia from time to time: (i) administer\nMicrosoft benefits for employees of Expedia while enrolled in Microsoft health\nand welfare plans; (ii) assist Expedia in initial procurement of separate\nExpedia health and welfare plans; (iii) internal benefits training for the\nExpedia Benefits Administrator; (iv) administer Microsoft ESPP transactions\nbased on data provided by Expedia to Microsoft for processing; (v) administer\ntransactions to exercise Microsoft stock options by Expedia employees; (vi)\nadminister trust-to-trust transfer of Expedia employee 401k assets; (vii)\ntransmit payroll data to payroll company on behalf of Expedia and based on data\nprovided by Expedia.\n\n                                       13\n\n \n       o   Health and Welfare benefits administration: Expedia employees may be\n           eligible to participate as active enrollees in Microsoft health and\n           welfare plans through December 31, 1999. HRPS will continue to\n           administer benefits for Expedia employees while they are enrolled in\n           such Microsoft plans.\n\n       o   ealth and welfare benefits plan procurement: HRPS department of\n           Microsoft shall assist Expedia benefits administrator in the\n           evaluation, selection, procurement, and implementation of health and\n           welfare plans for Expedia employees.\n\n       o   Payroll: Microsoft will transmit payroll for Expedia through June 30,\n           2000 or until such time as Expedia contracts separately for services\n           from another vendor. Payroll service will be provided only as long as\n           Expedia uses Microsoft's SAP HR module.\n\n       o   Benefits administration training: Expedia will have its own benefits\n           administrator. To assist the Expedia benefits administrator,\n           Microsoft will provide training and support as requested to Expedia\n           benefits administrator to facilitate successful implementation of\n           Expedia health and welfare plans.\n\n       o   ESPP transaction processing: Expedia employees are allowed to\n           participate in the Employee Stock Purchase Plan \"ESPP\" of Microsoft\n           through December 31, 1999. Microsoft will administer the purchase of\n           ESPP shares for Expedia employees at the end of the last eligible\n           enrollment period, which will be December 31, 1999.\n\n       o   Stock option exercises: Expedia employees will retain vested stock\n           options as part of their participation in the Stock Option program of\n           Microsoft. Microsoft will facilitate exercise of Microsoft options\n           for Expedia employees and provide the appropriate reporting to\n           Expedia employees.\n\n       o   401k plan transition: Microsoft will administer transition of 401k\n           assets as allowed under the rules of Microsoft 401(k) Plan, Expedia\n           401(k) Plan, and applicable laws.\n\n             (b)  Other Human Resources Services:\n                  ------------------------------ \n\n                  (i)  Recruiting:  Microsoft will assist Expedia with\nrecruiting personnel.\n\n                  (ii) Consultation:  Expedia will have access to Microsoft HR\npersonnel to consult on human resource issues, including but not limited to\ncompensation, performance reviews, employee development, and training.\n\n           Compensation:  For the services rendered by Microsoft personnel in \n           -------------\nthis Block, Expedia shall pay Microsoft the monthly rate of $66,233, plus the\nproduct of the Headcount times $755. Such rates are detailed more precisely\nbelow:\n\n\nH\/R Benefits and Benefits Administration            $755 per person per month\nH\/W Benefits Procurement &amp; Training                 $16,500 per month\nESPP Processing and Stock Option Exercise           $9,700 per month\n401K Transition                                     $4,850 per month\nPayroll Processing                                  $6,350 per month\nRecruiting                                          $17,333 per month\n\n                                       14\n\n \nHR Consulting                                       $11,500 per month\n\n\nNotwithstanding Section 6.3 of the Services Agreement to which this Attachment A\nis appended, Expedia will have the right to terminate each of the above-\nreferenced seven categories of services individually with 30 days advance\nwritten notice to Microsoft, and need not terminate the entire Human Resouirces\nBlock simultaneously.\n\n\nINFORMATION TECHNOLOGY SUPPORT SERVICES BLOCK\n---------------------------------------------\n\n      Services:  The ITG department of Microsoft shall provide substantially the\n      --------                                                                  \nsame level of service as is being delivered to end users and the Microsoft\nTravel Business unit as of the Effective Date.  Such services include the\nfollowing:\n\n          Corporate-Network, Data-center, Email Operation and Telecom:  Includes\n     the basic services (hardware and labor) to give the user access to the\n     Microsoft corporate network and infrastructure\/back-office services,\n     including the telephony infrastructure.   Cost of Services that are\n     historically billed\/budgeted by departments are not included (e.g. isdn\n     lies, long distance, cell phones).\n\n          Corporate Helpdesk:  This support service includes both Helpdesk phone\n     support (x65000), Desk-side Support, and Warranty parts replacement for\n     standard equipment.   Additional costs will be added non-standard and non-\n     warranty equipment on a per incident basis).\n\n          IDC Services:  Includes the full range of the service and support\n     model that ITG provides as of the Effective Date.\n     .    Labor Costs includes all ITG labor and outsourcing to support the\n          IDCs. These costs are allocated based on a formula that factors in\n          quantity of tickets and server counts.\n     .    Infrastructure includes, Shared Computer expense, Depreciation, M&amp;R,\n          and misc. utilities for the IDC data-center. Allocations are based on\n          server count.\n     .    Connectivity includes capital lease, pre FY00 depreciation, Egress,\n          M&amp;R, SONET, and some misc. people costs. Allocations are dependant on\n          Peak BW utilization (note that ITG and finance are revisiting the\n          allocation methodology)\n\n     Compensation:  For the services rendered by Microsoft personnel in this\n     -------------                                                          \nBlock, Expedia shall pay Microsoft the monthly rate of approximately $163,000\n(as of the Effective Date) for IDC services as stated above, plus the product of\nthe Headcount times $525 for Corporate IT services as stated above.  The\ncompensation rates for IDC services are based on allocation formulas as outlined\nabove, and the parties contemplate that the fees may increase substantially\nbased on projected Expedia usage during the Term.  The actual allocations may\nchange as a reflection of the actual total ITG costs (including all departments\nand cost centers) of services incurred by Microsoft.   In addition, the\nallocation calculation formulas are subject to change.  If the allocation\nformulas are changed, Expedia will be given at least a 60 day notification.\n\n\nNotwithstanding Section 6.3 of the Services Agreement to which this Attachment A\nis appended, Expedia will have the right to terminate each of the below-\nreferenced five sub-categories of services individually (and thereby reduce the\ncompensation payable for Corporate IT services by the indicated \n\n                                       15\n\n \napproximate amounts) with 30 days advance written notice to Microsoft, and need\nnot terminate the entire Information Technology Support Services Block\nsimultaneously with such sub-categories:\n\nsub-category of services                            approximate cost\n------------------------                            ----------------\nCorporate Network                                   $210 per person per month\nCorporate Data Center                               $163 per person per month\nCorporate HelpDesk                                  $105 per person per month\nCorporate E-Mail                                    $26 per person per month\nCorporate Telecommunications                        $21 per person per month\n\n\nGoods or services provided by third party vendors will be reimbursed by Expedia\nto Microsoft at cost.\n\nIn addition to the amounts specified above, and as noted in the Real Estate &amp; Facilities Service Block above, Expedia will reimburse Microsoft for all of\nMicrosoft's \"fully loaded\" ITG costs incurred in connection with the move of\nExpedia to the New Offices and the build-out of the New Offices.  Such costs\nwill be agreed to in advance by the parties before work begins.\n\n\nMSN SERVICES BLOCK\n------------      \n\nOperations\n\nServices.\n\n.    At Expedia's option, Microsoft will provide \"back-end\" operations support\n     for advertising sold by the Expedia Advertising Sales force for use on\n     Expedia.com and the MS\/EI Travel Site (\"Expedia.com\/MSN\"). This support\n     will include ad planning, contract entry, inventory management, as well as\n     ad sponsorship, ad operations support, contract management, ad delivery,\n     and basic invoicing\/collections\/billing support. Microsoft is only\n     responsible for those ad elements that are served by the then-current MSN\n     standard ad serving platform (currently, Accipiter); any ad elements\n     rotated by Expedia and not by MSN Ad Tech mechanisms are the sole\n     responsibility of Expedia and will not be tracked by Microsoft. The parties\n     understand that these \"back-end\" services will not be customized for\n     Expedia in any manner, and, thus, the Expedia Advertising Sales force will\n     interface with the Microsoft Operations team in a similar manner as the MSN\n     Ad Sales force does prior to the Effective Date, and that support will be\n     provided only during regular business hours (9:00am - 5:00pm, Monday -\n     Friday); without limitation, Microsoft will not provide integrated\n     fulfillment, reporting, billing and support for packages that have elements\n     unique to Expedia (for example, all invoices will include MSN letterhead,\n     and Microsoft will not prepare special invoices with Expedia letterhead),\n     and Expedia will be responsible for aggregating standard services provided\n     by Microsoft if Expedia desires to provide such integrated packages to any\n     of its customers.\n\n.    MSN Ad Tech will provide profile targeting services (when available) to\n     Expedia, provided that (i) Expedia contributes Expedia.com and\n     Expedia.com\/MSN user profile data to Microsoft and MSN Ad Ops\/Biz Ops\/Ad\n     Tech serves ads for Expedia.com\/MSN and Expedia.com, and (ii) Expedia\n     conforms to the User Profile Store procedures as determined by MSN. (i.e.\n     Ad Tech will only hook to ONE unified profile db).  MSN will make available\n     to Expedia @plan reporting and other relevant research (to the extent\n     available).\n\n                                       16\n\n \n.    If Expedia elects to source an ad serving system other than that used by\n     MSN Ad Ops\/Biz Ops, a 90-day notice must be submitted to MSN Ad Ops\/Biz\n     Ops, Ad Tech and MSN Sales. If this ad serving system impacts ad delivery\n     on MS\/EI Travel Site in any way, both teams must agree to a mutually\n     beneficial solution.\n\n.    Subject to any restrictions in applicable license agreements for such data,\n     and assuming that Microsoft continues to acquire such data, Microsoft will\n     provide Expedia with generally available CCG Marketing Research (similar to\n     that to which the Microsoft Travel Business Unit had prior to the Effective\n     Date).\n\n.    With respect to international support, MSN Ad Tech may train localized Tech\n     Ops\/System Analyst support, but will not provide personnel in international\n     subsidiaries to support ad clusters outside of Canyon Park (unless MSN Ad\n     Tech provides such personnel in international subsidiaries for itself).\n\n.    MSN will support Expedia internationally in ways that MSN supports itself\n     in each respective country\/region. The countries\/regions where Expedia\n     needs support initially (during the first 12 months of the Term) are UK,\n     Germany, Canada, Benelux, and Scandinavia. Expedia and Microsoft will\n     address additional countries as they arise. In the event that Expedia\n     creates a relationship with third parties to sell its ads, Expedia will\n     provide a single point of contact (which MSN will train) to be the go\n     between, between MSN and the third party. The parties will create and\n     follow a service level agreement within 90 days after the Effective Date.\n\n.    Hosting outside of Canyon Park, and\/or new hardware required to run co-\n     branded or international versions, will not be provided or supported by\n     Microsoft without the prior agreement of both parties.\n\n.    Within the later to occur of (i) 30 days after the first (if any) initial\n     public offering of stock in Expedia or (ii) 90 days after the Effective\n     Date, Microsoft and Expedia will negotiate a plan for the management of\n     Expedia's workload under this Block, allocating more specific\n     responsibilities between MSN's and Expedia's respective financial\n     operations groups. Pending such agreement, MSN Services under this Block\n     will be provided by Microsoft to Expedia in substantially the same manner\n     as provided prior to the Effective Date to the Microsoft Travel Business\n     Unit.\n\nExpedia agrees to make its best effort to conform to the application environment\nand any procedures necessary for Ads Tech to install and maintain the Ad Client\nand other ad serving related technologies. Tracking and reporting of hardcoded\nelements is the responsibility of Expedia, except to the extent that tracking\nand reporting of hardcoded elements was being provided by MSN to the Microsoft\nTravel Business Unit as of the Effective Date (which tracking and reporting\nservices MSN will continue to provide to Expedia hereunder).\n\n     Compensation.  Expedia will reimburse Microsoft for the costs of providing\n     ------------                                                              \nthe services for this Block.  Such costs will be more specifically defined in\nthe agreement referred to in the last bullet item above, with the intent that\nsuch reimbursement is intended to make Microsoft whole for its costs of\nproviding the services described in this Block.  Each of MSN and Expedia will be\nresponsible for bad debt incurred by advertisers for which it arranges; a\ncommission charge back will be generated for bad debt incurred by advertisers\nfor which MSN received a commission.\n\n                                       17\n\n \nLOCALIZATION SERVICES BLOCK\n---------------------------\n\n      Services:  From time to time Expedia may request Microsoft provide product\n      --------                                                                  \nlocalization.\n\n      Compensation:  As customary in accordance with the general practices of\n      ------------                                                           \nthe localization service provider.\n\n\nMICROSOFT STUDIOS BLOCK\n-----------------------\n\n      Services:  From time to time Expedia may request Microsoft Studios to\n      --------                                                             \nprovide production services.\n\n      Compensation:  As customary in accordance with the general practices of\n      ------------                                                           \nMicrosoft Studios.\n\n\nTRAVEL SERVICES BLOCK\n---------------------\n\n      Services:  Upon request, Microsoft will provide the following travel\n      --------                                                            \nservices for employees of Expedia: reservations and tickets for air travel,\nhotel accommodations and rental cars.\n\n      Compensation:  Expedia will pay Microsoft for all services in this Block\n      ------------                                                            \nat the rate of $45.76 per ticket.\n\n                                       18\n\n \nOTHER SERVICES\n--------------\n\nFrom time to time Expedia may request Microsoft to provide additional services\nnot delineated in this Attachment A (such as, by way of example only, photo\nimage licensing and management services, library services, employee travel\nservices, or product training), and Microsoft will consider in good faith such\nrequests.  If Microsoft agrees to provide such services, the principle for such\nservices will be a cost-reimbursement model, with the possibility of an\nadditional management fee.\n\n                                       19\n\n \n                                 ATTACHMENT B\n\n                                 FORM SUBLEASE\n\n                              (nine pages follow)\n\n                                       20\n                                      -29-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7491,8221],"corporate_contracts_industries":[9513,9525],"corporate_contracts_types":[9613,9620],"class_list":["post-42776","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-expedia-inc","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","corporate_contracts_industries-transportation__services","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\/42776","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=42776"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42776"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42776"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42776"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}