{"id":42905,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/technology-license-and-advertising-agreement-amazon-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"technology-license-and-advertising-agreement-amazon-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/technology-license-and-advertising-agreement-amazon-com-inc.html","title":{"rendered":"Technology License and Advertising Agreement &#8211; Amazon.com Inc. and Drugstore.com Inc."},"content":{"rendered":"<pre>\n                             AMENDED AND RESTATED\n                 TECHNOLOGY LICENSE AND ADVERTISING AGREEMENT\n\n     This Agreement amends and restates in its entirety the Technology License\nand Marketing Agreement dated as of August 10, 1998, and entered into by and\namong: Amazon.com, Inc., a Delaware corporation (\"Amazon.com\"), Amazon.com D,\nInc., a Delaware corporation (\"Amazon.com D\"), and drugstore.com, inc., a\nDelaware corporation (\"Company\"), all effective as of August 10, 1998.\nAmazon.com and Company are sometimes referred to herein collectively as the\n\"Principal Parties\" and each individually as a \"Principal Party.\"  The Principal\nParties and Amazon.com D are sometimes referred to herein collectively as the\n\"Parties\" and individually as a \"Party.\"  The Parties agree as follows:\n\nSection 1.  Definitions\n\n     Whenever used in this Agreement with initial letters capitalized, the\nfollowing terms will have the following specified meanings:\n\n     \"Affiliate\" means, with respect to a Party, any Person that, directly or\nindirectly, Controls, or is Controlled by, or is under common Control with, such\nParty.\n\n     \"Amazon.com Competitor\" means any Third Party engaged, directly or\nindirectly, in the development, marketing or sale of products or services that\ncompete with any products or services then produced or marketed by Amazon.com or\nwhich Amazon.com is then preparing to produce or market.\n\n     \"Amazon.com IPR\" means any and all IPR owned or licensable by Amazon.com D\nor Amazon.com during the Support Period.\n\n     \"Amazon.com License\" means the license granted by Company to Amazon.com D\nand its Affiliates under Section 5.1.\n\n     \"Amazon.com Licensed Field of Use\" means (a) the online promotion and sale\nof goods or services, and\/or (b) the online provision of related information;\nbut does not include the online promotion or sale of prescription drugs or the\noperation of a Drugstore Business.\n\n     \"Amazon.com Made Derivative\" means any Derivative of the Company Technology\nmade by Amazon.com or its Affiliates in the exercise of the Amazon.com License.\n\n     \"Amazon.com Technology\" means all of the following which Amazon.com D has\nthe right, or which Amazon.com would have the right, to license to Company\nwithout Amazon.com D or Amazon.com violating any contractual obligation owing\nto, or any IPR of, any Third Party: (a) all software (in both source and object\ncode forms) and other technology used by Amazon.com in the operation of its\nbusiness, including order processing, procurement, payment, accounting and\ndistribution, but only if and to the extent owned or \n\n[*] Represents a confidential provision for which confidential treatment has\n    been requested from the Securities and Exchange Commission.\n\n                                    PAGE 1\n\n \nlicensable (without cost to Amazon.com or Amazon.com D) by Amazon.com during the\nSupport Period; and (b) all Amazon.com IPR embodied in such software and other\ntechnology; provided, however, that the Amazon.com Technology shall not include,\nwithout limitation, any database, customer data or information or other business\ninformation.\n\n     \"Company Competitor\" means any Third Party that is, or is actively\nattempting to become, principally and primarily known for engaging in a\nDrugstore Business and whose principal and primary business is a Drugstore\nBusiness.\n\n     \"Company IPR\" means any and all IPR owned or licensable by Company during\nthe Support Period.\n\n     \"Company License\" means the license granted by Amazon.com D to Company\nunder Section 4.1.\n\n     \"Company Licensed Field of Use\" means (a) the online retail sales of\nprescription drugs, over-the-counter drugs, vitamin and fitness supplements,\nnatural remedies, body care products and durable medical goods, (b) the online\nretail sales of other goods and services to the extent they are typically\nmarketed and sold as part of the operation of a Drugstore Business, and (c) the\nonline provision of information relating to the goods and services described in\n(a) and (b), above; provided that, in each case, the goods, services and\ninformation are provided directly under the Company's brand or a similar brand\nthat is primarily known and marketed as the brand of a Drugstore Business; and\nprovided further that the Company Licensed Field of Use does not include,\nwithout limitation, the promotion or sale (or supporting or facilitating the\npromotion or sale) of books, video or music products, or the provision or\noperation of any gift center (e.g., a web site or other online service (or\nportion thereof designed to facilitate the giving of gifts) except for low\nvolume sales that are merely incidental to the promotion and sale of the goods\nand services described in (a) and (b), above, and which, in the aggregate, do\nnot generate gross revenues for any calendar quarter that exceed three percent\n(3%) of the total gross revenues of Company and its Affiliates from all online\nsales of products and services for that quarter (excluding revenues from the\nsale of such products and services through separately negotiated Amazon.com\naffiliate arrangements).\n\n     \"Company Made Derivative\" means any Derivative of the Amazon.com Technology\nmade by Company in its exercise of the Company License.\n\n     \"Company Site\" means the Company site on the World Wide Web to be developed\nby Company and located at www.drugstore.com (and any successor, mirror or\nAffiliate sites), and through which Company will engage in an online Drugstore\nBusiness.\n\n     \"Company Technology\" means all of the following which Company has the right\nto license to Amazon.com D and its Affiliates under the Amazon.com License\nwithout violating any contractual obligation owing to, or any IPR of, any Third\nParty: (a) all software (in both source and object code forms) and other\ntechnology used by Company in the operation of its \n\n                                    PAGE 2\n\n \nbusiness, including order processing, procurement, payment, accounting and\ndistribution, but only if and to the extent owned or licensable (without cost to\nCompany) by Company during the Support Period; and (b) all Company IPR embodied\nin such software and other technology; provided, however, that the Company\nTechnology shall not include, without limitation, any database, customer data or\ninformation or other business information.\n\n     \"Competitive Amazon.com Acquisition\" means Amazon.com becoming Controlled\nby, or its assignee or successor to the Amazon.com License becoming Controlled\nby, any Company Competitor.\n\n     \"Competitive Company Acquisition\" means Company becoming Controlled by, or\nits assignee or successor to the Company License becoming Controlled by, any\nAmazon.com Competitor.\n\n     \"Confidential Information\" means the existence and terms of this Agreement\nand all trade secrets, know-how and nonpublic information which relates to\nresearch, development, trade secrets, know-how, inventions, source codes,\ntechnical data, software programming, concepts, designs, procedures,\nmanufacturing, purchasing, accounting, engineering, marketing, merchandising,\nselling, business plans or strategies and other proprietary or confidential\ninformation, protectable under the laws of the United States or any other\njurisdiction or country.\n\n     \"Control\" means the possession, directly or indirectly, of the power to\ndirect or cause the direction of the management and policies of a Person,\nwhether by contract or through the ownership of voting securities, including,\nwithout limitation, the ownership of more than fifty percent (50%) of the\nequity, partnership or similar interest in such Person.\n\n     \"Derivative\" means (a) any enhancement, improvement, modification,\ntranslation, abridgment, expansion, compilation or \"derivative work\" (as defined\nin the U.S. Copyright Act, as amended from time to time), (b) any improvement\nthat falls within the claim of any patent, or (c) any work that embodies,\nincorporates or uses any Confidential Information or for which any Confidential\nInformation was used in the development of such work.\n\n     \"Development Period\" means the period commencing on the date of this\nAgreement and ending on the earlier of (a) thirty (30) days after the Launch\nDate and (b) June I , 1999.\n\n     \"Drugstore Business\" means a business (a) principally known and marketed as\na drugstore (as that term is commonly used and understood) and (b) principally\nengaged in the retail marketing, offering, sale and distribution of prescription\ndrugs and over-the-counter drugs.  A Drugstore Business may also engage in the\nretail offering, sale and distribution of vitamins and fitness supplements,\nnatural health remedies, body care products, durable medical goods, and products\nand services typically marketed and sold as part of the operation of a\ndrugstore.  Examples of Drugstore Businesses as of the date of this Agreement\nare Payless, Rite-Aid and CVS, as they exist on the date of this Agreement.\n\n                                    PAGE 3\n\n\n \n     \"IPR\" means any copyright, patent, trade secret, moral right or other\nintellectual property or proprietary right of any kind, whether arising under\nthe laws of the United States or any other nation, state or jurisdiction\n(including, but not limited to, any foreign equivalents thereto).  IPR does not\ninclude any Trademarks.\n\n     \"Launch Date\" means the date on which Company begins commercial operation\nof the initial Company Site.\n\n     \"Launch Period\" means the period commencing on the Launch Date and ending\nninety (90) days after the Launch Date.\n\n     \"Minor Amazon.com Competitor\" means any Amazon.com Competitor with respect\nto which (a) the products and services of Amazon.com that compete with the\nproducts and services of such Amazon.com Competitor generate and comprise less\nthan five percent (5%) of Amazon.com's total revenue from the sale of products\nand services during the most recently completed fiscal year, or (b) the\ncompeting products and services of the Amazon.com Competitor are merely\nincidental to the Amazon.com Competitor's business (for example, an insurance\ncompany's sale of shirts branded with its logo would be incidental to its\nbusiness as a provider of insurance).\n\n     \"Minor Company Competitor\" means any Company Competitor with respect to\nwhich the products and services of Company that compete with the products and\nservices of such Company Competitor generate and comprise less than five percent\n(5%) of Company's total revenue from the sale of products and services during\nthe most-recently completed fiscal year.\n\n     \"Person\" means any individual, corporation, partnership, limited liability\ncompany, trust, association or other entity or organization, including any\ngovernmental or political subdivision or any agency or instrumentality thereof.\n\n     \"Support Period\" means the period commencing on the date of this Agreement\nand ending on the tenth anniversary of the date of this Agreement.\n\n     \"Third Party\" means any Person that is not a Party or an Affiliate of a\nParty.\n\n     \"Trademarks\" means all common law or registered trademark, service mark,\ntrade name and trade dress rights and similar or related rights arising under\nany of the laws of the United States or any other country or jurisdiction,\nwhether now existing or hereafter adopted or acquired.\n\nSection 2.  Company Site Development\n\n     2.1  Project Manager\n\n     Following execution of this Agreement, Amazon.com will appoint and maintain\nin place throughout the Development Period a technical project manager to\ncoordinate its efforts \n\n                                    PAGE 4\n\n\n \nunder this Agreement relating to the development of the Company Site. Amazon.com\nmay change its appointed technical project manager from time to time upon notice\nto Company.\n\n     2.2  Project Assessment\n\n     During the Development Period, the parties will perform a project\nassessment, in such manner and at such times as the Parties mutually agree upon\nin writing, to determine the mix of Amazon.com Technology and Third Party\ntechnology to be incorporated into the Company Site.\n\n     2.3  Technical Consulting\n\n     During the Development Period, Amazon.com will provide to Company up to an\naverage of twenty (20) hours per week of technical consulting (as established by\nthe Parties based on their reasonable determination as to the required level of\nsupport), in such manner and at such times as the Parties mutually agree upon in\nwriting, to assist Company in the development of the Company Site.\n\n     2.4  Executive Search\n\n     Following the execution of this Agreement, Amazon.com will provide to\nCompany reasonable assistance in identifying an individual to serve as the\ninitial chief technology officer of Company, in such manner and at such times as\nthe Parties mutually agree upon in writing.\n\nSection 3.  Company Site Launch\n\n     3.1  Project Manager\n\n     Following execution of this Agreement, Amazon.com will appoint and maintain\nin place throughout the Launch Period a project manager to coordinate its\nefforts under this Agreement relating to advertising on the Company Site.\nAmazon.com may change its project manager from time to time upon notice to\nCompany.\n\n     3.2  Marketing Consulting\n\n     During the Launch Period, Amazon.com will provide to Company up to an\naverage of twenty (20) hours per week of marketing consulting (as established by\nthe Parties based on their reasonable determination as to the required level of\nsupport), in such manner and at such times as the Parties mutually agree upon in\nwriting, to assist Company in the planning for the launch of the Company Site.\n\n     3.3  Advertising Placements\n\n     During the Launch Period, Amazon.com will provide to Company the\nadvertising placements identified in the attached Exhibit A.\n\n                                    PAGE 5\n\n\n \nSection 4.  Company License\n\n     4.1  Grant\n\n          4.1.1  Subject to the terms and conditions set forth in this\nAgreement, Amazon.com D hereby grants to Company and its Affiliates (other than\nan Affiliate who is also an Amazon.com Competitor) a limited, nontransferable\n(except as permitted under Section 11.2), fully paid, royalty-free, nonexclusive\nworldwide license, under the Amazon.com IPR, to do the following: (a) make, copy\nand use the Amazon.com Technology in the conduct of Company's or its Affiliates'\nbusiness within the Company Licensed Field of Use; and (b) develop and make\nDerivatives from and of the Amazon.com Technology and use such Company Made\nDerivatives in the conduct of Company's or its Affiliates' business within the\nCompany Licensed Field of Use.\n\n          4.1.2  Prior to the execution of this Agreement, Amazon.com has\nfurnished to Company a copy of the fully executed license agreement between\nAmazon.com and Amazon.com D under which Amazon.com has granted to Amazon.com D\nsuch rights of Amazon.com in and to the Amazon.com Technology and Amazon.com IPR\nas are necessary, required and appropriate for Amazon.com D to grant Company the\nCompany License under Section 4.1.1.  Thereafter, Amazon.com shall execute and\ndeliver to Amazon.com D (with a copy to Company) such further documents as may\nbe required to ensure that the foregoing rights are held by Amazon.com D as and\nto the extent contemplated in this Agreement.  If the Company License is (other\nthan on account of any termination of the Company License in accordance with the\nprovisions of this Agreement) found to be invalid, Amazon.com hereby grants to\nCompany a license to the Amazon.com Technology and Amazon.com IPR on the same\nterms and conditions as the Company License. Amazon.com hereby guarantees all\npresent and future obligations of Amazon.com D under this Agreement.\n\n     4.2  Reservation of Rights\n\n     Amazon.com D and Amazon.com reserve ownership of the Amazon.com Technology.\nExcept for the Company License, no right, title or interest in, to or under any\nof the Amazon.com Technology is granted, created, assigned or otherwise\ntransferred to Company pursuant to or by virtue of this Agreement.  Without\nlimiting the generality of the foregoing, Company shall not without Amazon.com\nD's prior written consent, given or withheld in Amazon.com D's sole discretion:\n(a) sublicense to any Third Party the right to use or make Derivatives of the\nAmazon.com Technology, except for contractors of Company who have a need for\nsuch rights in order to provide work-for-hire services to Company and who agree\nin writing to be bound by all restrictions, limitations and requirements of this\nAgreement relating to the use of or other dealings with the Amazon.com\nTechnology; or (b) use all or any portion of the Amazon.com Technology or any\nCompany Made Derivative outside of the Company Licensed Field of Use.\n\n                                    PAGE 6\n\n\n \n     4.3  Third-Party Rights\n\n     Company acknowledges that the Company License is subject to any and all\napplicable rights of Third Parties in and to the Amazon.com Technology.  The\nAmazon.com Technology is licensed to Company under the Company License only to\nthe extent that Amazon.com is legally and contractually entitled to license the\nsame, through Amazon.com D, to Company. Company shall comply with all Third\nParty restrictions and limitations on use of the Amazon.com Technology that are\nmade known to Company.\n\n     4.4  Compliance With Laws\n\n     In exercising the Company License, Company shall comply with all applicable\nlaws, rules, regulations, orders and other requirements of any governmental\nauthority having jurisdiction.  Without limiting the generality of the\nforegoing, Company shall comply with all such requirements relating to the\nimport, export or re-export of any Amazon.com Technology or other items subject\nto this Agreement (including, but not limited to, requirements under the U.S.\nExport Administration Act, regulations of the Department of Commerce or its\nsuccessors, executive orders and other export controls of the United States of\nAmerica).  Company shall not import, export or re-export, or authorize the\nimport, export or re-export of, any such items in violation of any such\nrequirement.\n\n     4.5  Advertising Restrictions\n\n          4.5.1  At all times during the Support Period, Company will not place\n(or permit any Amazon.com Competitor to place) any Amazon.com Competitor's\nadvertising banners, promotional buttons, promotional links or other promotional\nmaterials or content on any Company Site.\n\n          4.5.2  The restrictions contained in Section 4.5.1 will not apply to\nadvertising banners, promotional buttons, promotional links or other promotional\nmaterials or content of any Minor Amazon.com Competitor, unless Amazon.com\nnotifies Company in writing that Amazon.com (or any of its Affiliates) has a\ngood faith intent to derive significant revenues from the sale of products or\nservices that compete with those of the Minor Amazon.com Competitor.  For\nexample, although Amazon.com's revenues from music CDs accounted for less than\nfive percent (5%) of its total revenue during its most-recently completed fiscal\nyear, the advertising restrictions would apply to vendors of music products.\n\n          4.5.3  Amazon.com hereby notifies Company of its good faith intent to\nderive significant revenues from the sale of video products, music products, and\nfrom the operation of a gift center. Amazon.com may deliver additional notices\nfrom time to time pursuant to Section 11.3.\n\n                                    PAGE 7\n\n\n \nSection 5.  Amazon.com License\n\n     5.1  Grant\n\n     Subject to the terms and conditions set forth in this Agreement, Company\nhereby grants to Amazon.com D and its Affiliates a limited, nontransferable\n(except as permitted under Section 11.2), fully paid, royalty-free, worldwide,\nnonexclusive license, under the Company IPR, to do the following: (a) make, copy\nand use the Company Technology in the conduct of Amazon.com D's or the\nAffiliate's business within the Amazon.com Licensed Field of Use; and (b)\ndevelop and make Derivatives from and of the Company Technology and use such\nAmazon.com Made Derivatives in the conduct of Amazon.com D's or the Affiliate's\nbusiness within the Amazon.com Licensed Field of Use.\n\n     5.2  Reservation of Rights\n\n     Company reserves ownership of the Company Technology.  Except for the\nAmazon.com License, no right, title or interest in, to or under any of the\nCompany Technology is granted, created, assigned or otherwise transferred to\nAmazon.com D pursuant to or by virtue of this Agreement.  Without limiting the\ngenerality of the foregoing, Amazon.com D shall not without Company's prior\nwritten consent, given or withheld in Company's sole discretion: (a) sublicense\nto any Third Party the right to use or make Derivatives of the Company\nTechnology, except for contractors of Amazon.com D and Amazon.com who have a\nneed for such rights in order to provide work-for-hire services to Amazon.com D\nand Amazon.com and who agree in writing to be bound by all restrictions,\nlimitations and requirements of this Agreement relating to the use of or other\ndealings with the Company Technology; or (b) use all or any portion of the\nCompany Technology or any Amazon.com Made Derivative outside of the Amazon.com\nLicensed Field of Use.\n\n     5.3  Third-Party Rights\n\n     Amazon.com D acknowledges that the Amazon.com License is subject to any and\nall applicable rights of Third Parties in the Company Technology.  The Company\nTechnology is licensed to Amazon.com D under the Amazon.com License only to the\nextent that Company is legally and contractually entitled to license the same to\nAmazon.com D. Amazon.com D and Amazon.com shall comply with all Third Party\nrestrictions and limitations on use of the Company Technology that are made\nknown to Amazon.com D and Amazon.com.\n\n     5.4  Compliance With Laws\n\n     In exercising the Amazon.com License, Amazon.com D and Amazon.com shall\ncomply with all applicable laws, rules, regulations, orders and other\nrequirements of any governmental authority having jurisdiction.  Without\nlimiting the generality of the foregoing, Amazon.com D and Amazon.com shall\ncomply with all such requirements relating to the import, export or re-export of\nany Company Technology or other items subject to this Agreement (including, but\nnot limited to, requirements under the U.S. Export Administration \n\n                                    PAGE 8\n\n\n \nAct, regulations of the Department of Commerce or its successors, executive\norders and other export controls of the United States of America). Amazon.com D\nand Amazon.com shall not import, export or re-export, or authorize the import,\nexport or re-export of, any such items in violation of any such requirement.\n\nSection 6.  Technical and Advertising Support\n\n     6.1  Advertising\n\n     Subject to the terms and conditions of this Agreement, during the Support\nPeriod the Principal Parties will undertake the following efforts:\n\n          (a) The Principal Parties will each appoint a liaison to\n     oversee and address issues regarding the Parties' ongoing advertising\n     activities. A Principal Party may change its advertising liaison by giving\n     written notice to the other Principal Party.\n\n          (b) The Principal Parties will appoint one (1) senior marketing\n     representative of each Principal Party, which will meet on at least a\n     calendar quarterly basis to discuss opportunities and establish advertising\n     goals of the Principal Parties for the next calendar quarter.\n\n          (c) Each Principal Party will provide the other Principal Party with\n     sustained and substantial ongoing advertising placements on its site on the\n     World Wide Web, in form, content and location as mutually agreed upon by\n     the Principal Parties from time to time taking into consideration, among\n     other things, the Principal Parties' agreed upon marketing goals; provided\n     that the foregoing neither requires nor precludes an equal level of effort\n     by the Principal Parties.\n\n          (d) The Principal Parties may engage in periodic competitive market\n     research activities as mutually agreed upon by the Principal Parties from\n     time to time.\n\n     6.2  Joint Technology Support\n\n     Subject to the terms and conditions of this Agreement, during the Support\nPeriod the Parties will provide the following joint technology support:\n\n          (a) The Parties will each appoint a technical liaison to oversee and\n     address issues regarding the Parties' ongoing sharing of their respective\n     technologies.  The technical liaison for Amazon.com and Amazon.com D may be\n     the same individual.  A Party may change its technical liaison by giving\n     written notice to the other Parties.\n\n          (b) As requested by Company following completion of the project\n     assessment under Section 2.2, Amazon.com D will provide to Company copies\n     of the\n\n                                    PAGE 9\n\n\n \n     Amazon.com Technology in such manner as mutually agreed upon by the Parties\n     for use by Company under the terms of the Company License.\n\n          (c) Promptly after the Company Technology (or any portion thereof)\n     becomes available, Company will provide to Amazon.com D copies of the\n     Company Technology in such manner as mutually agreed upon by the Parties\n     for use by Amazon.com D and its Affiliates under the terms of the\n     Amazon.com License.\n\n          (d) Amazon.com will provide to Amazon.com D, and Amazon.com D will\n     provide to Company, updated copies of the Amazon.com Technology on a\n     periodic basis, in such manner and at such times as mutually agreed upon by\n     the Parties, for use by Company under the terms of the Company License.\n\n          (e) Company will provide to Amazon.com D updated copies of the Company\n     Technology on a periodic basis, in such manner and at such times as\n     mutually agreed upon by the Parties, for use by Amazon.com D and its\n     Affiliates under the terms of the Amazon.com License.\n\n     6.3  Oversight\n\n     Each Party will appoint a senior executive officer to oversee and have\noverall responsibility for the administration of this Agreement and the Parties'\nbusiness relationship contemplated by this Agreement.  Such senior executive\nofficers will meet, either in person or by telephone conference at least once\neach calendar quarter.  A Party may change its senior executive officer\nappointed for this purpose by giving written notice to the other Party.\n\nSection 7.  Warranty; Disclaimer; Infringement Claims\n\n     7.1  Mutual Representations and Warranties.\n\n     Each Party represents and warrants to the other that: (a) it has full power\nand legal right to execute and deliver this Agreement and to perform its\nobligations under this Agreement; (b) the execution, delivery and performance of\nthis Agreement have been authorized by all required action, corporate or\notherwise, and do not violate or conflict with any provisions of its charter or\nbylaws or any of its contractual obligations or requirements of law binding on\nit; (c) this Agreement constitutes its legal, valid and binding obligation,\nenforceable against it in accordance with its terms; and (d) it has and shall\nmaintain in full force and effect throughout the term of this Agreement, all\ngovernmental permits, licenses and authorizations required on its part to\nperform its obligations under this Agreement.  Further, Amazon.com warrants to\nCompany that, as of the date of this Agreement, Amazon.com D is duly\nincorporated and has full power and legal right to execute and deliver this\nAgreement and to perform its obligations under this Agreement.\n\n                                    PAGE 10\n\n\n \n     7.2  Disclaimers\n\n     The Amazon.com Technology is licensed by Amazon.com D and accepted by\nCompany, and the Company Technology is licensed by Company and accepted by\nAmazon.com, \"AS IS\" and \"WITH ALL FAULTS, DEFECTS AND ERRORS\".  NO PARTY WILL\nHAVE ANY LIABILITY FOR ANY ERROR, OMISSION OR DEFECT IN THE IPR OR WORKS\nLICENSED BY THAT PARTY TO THE OTHER UNDER THIS AGREEMENT; AND NO PARTY MAKES ANY\nWARRANTY, EXPRESS OR IMPLIED, REGARDING SUCH LICENSED IPR OR WORKS (INCLUDING\nANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).\nFURTHER, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH\nREGARD TO: (A) THE SCOPE, COVERAGE, VALIDITY OR ENFORCEABILITY OF ANY IPR\nLICENSED BY SUCH PARTY UNDER THIS AGREEMENT; OR (B) ANY WARRANTY REGARDING NON-\nINFRINGEMENT OF ANY IPR OF ANY THIRD PARTY OR ANY WARRANTY RELATING TO\nPERFORMANCE, FUNCTIONALITY, QUALITY OR ANY OTHER CHARACTERISTICS).\n\n     7.3  Limitation on Liability\n\n     Except to the extent arising out of a Party's infringement or violation of\nany other Party's patents, copyrights or trade secrets, no Party shall be liable\nto any other Party or such other Party's Affiliates, whether arising out of\ncontract, tort (including negligence), strict liability or otherwise, for any\nindirect, incidental, special or consequential damages, including loss of\nrevenue, cost of capital or loss of business reputation or opportunity, arising\nout of or relating to this Agreement or any IPR or technology licensed\nhereunder, even if such Party has been advised of the possibility of such\ndamages.\n\n     7.4  Notice\n\n     If a Party learns of any infringement of any IPR of any other Party or\nlearns of a Third Party claim alleging that such Party's use of the IPR of the\nother Party infringes the IPR of such Third Party, such Party will promptly\nnotify such other Party thereof.\n\n     7.5  Legal Action for Infringement of IPR\n\n          7.5.1  Amazon.com reserves any and all rights to commence, prosecute,\ncompromise and settle any claim, action or proceeding for infringement, unfair\ncompetition, unauthorized use, misappropriation or violation of any of the\nAmazon.com IPR by any Third Party.  Amazon.com may commence, prosecute,\ncompromise or settle any such claim, action or proceeding, as well as any claim,\naction or proceeding to defend any of the Amazon.com Technology, in its sole\ndiscretion, but shall not have any obligation to do so.  Amazon.com will keep\nCompany apprised of the status of any such claim, action or proceeding and\nnotify Company if Amazon.com elects to discontinue further prosecution or\ndefense of the same.\n\n                                    PAGE 11\n\n\n \n          7.5.2  Company reserves any and all rights to commence, prosecute,\ncompromise and settle any claim, action or proceeding for infringement, unfair\ncompetition, unauthorized use, misappropriation or violation of any of the\nCompany IPR by any Third Party.  Company may commence, prosecute, compromise or\nsettle any such claim, action or proceeding, as well as any claim, action or\nproceeding to defend any of the Company Technology, in its sole discretion, but\nshall not have any obligation to do so.  Company will keep Amazon.com apprised\nof the status of any such claim, action or proceeding and notify Amazon.com if\nCompany elects to discontinue further prosecution or defense of the same.\n\n          7.5.3  No Party shall have the right to commence or prosecute any\nlegal action with regard to the IPR of any other Party, without such other\nParty's prior written consent in such other Party's sole discretion.\n\n          7.5.4  If a Party becomes the subject of a claim, action or proceeding\nfor infringement, unfair competition, unauthorized use, misappropriation or\nviolation of any IPR of a Third Party as a result of its use of any other\nParty's IPR pursuant to this Agreement, then the Party owning such IPR shall\nupon the request of such other Party defend the requesting Party from and\nagainst such claim, action or proceeding; provided that the requesting Party\nshall provide such assistance in defense of the claim, action or proceeding as\nthe owning Party may request and shall comply with any settlement or court order\nmade in connection with the claim, action or proceeding (e.g., relating to the\nfuture use of any infringing IPR); and provided further that, notwithstanding\nthe foregoing, the requesting Party shall indemnify the owning Party from and\nshall pay any and all damages, liabilities, costs and expenses (including\nreasonable attorneys fees) incurred by the owning Party or otherwise arising out\nof such claim, action or proceeding to extent related to the requesting Party's\nuse of the owning Party's IPR.  In any case, the requesting Party shall be\nentitled to participate in the defense of any such claim, action or proceeding,\nat its own cost, with counsel of its choice.\n\nSection 8.  Additional Obligations of the Parties\n\n     8.1  Nondisclosure\n\n          8.1.1  A Party (the \"Receiving Party\") receiving any Confidential\nInformation of the other Party (the \"Disclosing Party\") will exercise a\nreasonable degree of care, but in no event less than the same degree of care\nthat it uses to protect its own confidential information of a like nature, to\nkeep confidential and not disclose such Confidential Information.  Without\nlimiting the generality of the foregoing, the Receiving Party shall disclose the\nConfidential Information of the other Party only to those of its employees and\ncontractors (a) who have a need to know the Confidential Information in order to\nexercise its license to such Confidential Information, and (b) who are\ncontractually obligated to comply with the disclosure and usage restrictions set\nforth in this Agreement. In addition, each Party may, with the prior written\nconsent of the other Party (which consent shall not be unreasonably withheld),\ndisclose the existence and terms of this Agreement to potential sources of\nfinancing who are contractually obligated to maintain the confidentiality \n\n                                    PAGE 12\n\n\n \nof such information; provided, however, that if, after receipt of a written\nrequest for consent, the other Party does not respond to the request within\nthree (3) business days, consent will be deemed to have been given so long as\nthe requested disclosure is not to an Amazon.com Competitor or a Company\nCompetitor, as applicable.\n\n          8.1.2  The obligations set forth in Section 8.1.1 above shall not\napply to any Confidential Information to the extent it: (a) is approved by prior\nwritten authorization of the Disclosing Party for release by the Receiving\nParty; (b) is disclosed in order to comply with a judicial order issued by a\ncourt of competent jurisdiction, in which event the Receiving Party shall give\nprior written notice to the Disclosing Party of such disclosure as soon as\npracticable and shall cooperate with the Disclosing Party in using all\nreasonable efforts to obtain an appropriate protective order or equivalent,\nprovided that the information shall continue to be Confidential Information to\nthe extent it is covered by such protective order or equivalent; (c) becomes\ngenerally available to the public through any means other than a breach by the\nReceiving Party of its obligations under this Agreement; (d) was in the\npossession of the Receiving Party without obligation of confidentiality prior to\nreceipt or disclosure under this Agreement as evidenced by written records made\nprior to such receipt or disclosure; (e) is developed independently by the\nReceiving Party without the use of or benefit from any of the Confidential\nInformation of the other Party or without breach of this Agreement, as evidenced\nby written records of the Receiving Party in existence as of disclosure by the\nDisclosing Party; or (f) is required to be disclosed by government rule or\nregulation (e.g., in connection with a securities filing), provided that the\nReceiving Party gives the Disclosing Party advance written notice of the\ndisclosure and cooperates with the Disclosing Party in any attempt to limit the\nscope of the required disclosure.  In any dispute over whether information is\nConfidential Information under this Agreement, it will be the burden of the\nReceiving Party to show that such contested information falls within the\nexceptions set forth in this Section 8.1.2.\n\n     8.2  No Contest of Amazon.com IPR\n\n     Company shall not contest or otherwise challenge (e.g., in any legal action\nor otherwise), or assist or encourage any other Person to contest or challenge,\nthe validity of any Amazon.com IPR; provided that the foregoing shall not\npreclude Company from claiming that the IPR in question is Company IPR.\n\n     8.3  No Contest of Company IPR\n\n     Amazon.com shall not contest or otherwise challenge (e.g., in any legal\naction or otherwise), or assist or encourage any other Person to contest or\nchallenge, the validity of any Company IPR; provided that the foregoing shall\nnot preclude Amazon.com from claiming that the IPR in question is Amazon.com\nIPR.\n\n                                    PAGE 13\n\n\n \n     8.4  Accommodation of Patent Application Requirements\n\n     If the Party which owns IPR notifies any other Party that it intends to\nfile patent application(s) with respect to such IPR and thereafter diligently\npursues such patents, such other Party will refrain from using any work related\nthereto (or any portion thereof) in a manner which would adversely affect the\navailability of such patents.\n\nSection 9.  Resolution of Disputes\n\n     9.1  General\n\n     If any dispute arises between the Parties relating to this Agreement, each\nParty will follow the dispute resolution procedures set forth in this Section 9\nprior to initiating any litigation or pursuing other available remedies unless\notherwise agreed in writing by the Parties at the time the dispute arises.\nNotwithstanding the foregoing, any Party may commence litigation without having\nfirst complied with the provisions of this Section 9 if such commencement occurs\nwithin thirty (30) days prior to the date after which the commencement of\nlitigation would be barred by any statute of limitations, statute of repose or\nother law, rule, regulation, or order of similar import or in order to request\ninjunctive or other equitable relief necessary to prevent irreparable harm.  In\nsuch event, the Parties will (except as may be prohibited by judicial order)\nnevertheless continue thereafter to follow the procedures set forth in this\nSection 9.\n\n     9.2  Initiation of Procedures\n\n     If a Party seeks to initiate the procedures under this Section 9, such\nParty will give written notice thereof to the other Parties.  Such notice will\n(a) state that such a notice is a notice initiating the procedures under this\nsection, (b) describe briefly the nature of the dispute and the initiating\nparty's claim or position in connection with the dispute, and (c) identify an\nindividual with authority to settle the dispute on such Party's behalf.  Within\nten (10) days after receipt of any notice under this Section 9.2, the receiving\nParty will give the initiating Party written notice which describes briefly the\nreceiving Party's claims and positions in connection with the dispute and\nidentifies an individual with the authority to settle the dispute on behalf of\nthe receiving Party.\n\n     9.3  Pre-Litigation Discussion\n\n     The Parties will cause the individuals identified in their respective\nnotices under Section 9.2 above to promptly make such investigation of the\ndispute as such individuals deem appropriate.  Promptly and in no event later\nthan ten (10) days after the date of the initiating Party's notice under Section\n9.2, such individuals will commence discussions concerning resolution of the\ndispute.  If the dispute has not been resolved within thirty (30) days after\ncommencement of such discussions, then any Party may request that the other\nParties make their presidents available to discuss resolution of such dispute.\nEach Party will cause its president to meet together to discuss such dispute at\na mutually agreed upon time \n\n                                    PAGE 14\n\n\n \nwithin fifteen (15) days after a Party makes such request. If the dispute has\nnot been resolved within thirty (30) days after the presidents of the Parties\nhave first met, any Party may submit the dispute to litigation.\n\nSection 10.  Termination\n\n     10.1  Termination by Company\n\n     Company may terminate the Amazon.com License and the Parties' obligations\nunder Sections 2, 3 and 6 by giving Amazon.com written notice of termination if\n(a) Amazon.com at any time materially breaches any of its obligations under this\nAgreement and fails to cure such breach in all material respects within sixty\n(60) days after Company gives Amazon.com written notice of such breach, or (b) a\nCompetitive Amazon.com Acquisition occurs.\n\n     10.2  Termination by Amazon.com\n\n     Amazon.com D and\/or Amazon.com may terminate the Company License and the\nParties' obligations under Sections 2, 3 and 6 by giving Company written notice\nof termination if: (a) Company at any time materially breaches any of its\nobligations under this Agreement and fails to cure such breach within sixty (60)\ndays after Amazon.com or Amazon.com D gives Company written notice of such\nbreach; or (b) a Competitive Company Acquisition occurs and Amazon.com has not,\nas part of a shareholder vote to approve such Competitive Company Acquisition,\nvoted its shares of Company's stock then held by Amazon.com in favor of the\nCompetitive Company Acquisition.\n\n     10.3  Effect of Termination of a License\n\n     Upon any termination pursuant to this Section 10 of a license granted under\nthis Agreement, (a) subject to Section 10.4, the licensee Party shall cease all\nuse of the IPR and technology subject to the terminated license and, at the\nterminating Party's option, shall return or destroy all such IPR and technology\nwithin the licensee Party's possession or control, (b) the other license granted\nhereunder shall remain in full force and effect until terminated pursuant to\nthis Section 10, and (c) the Parties' obligations under all other provisions of\nthis Agreement which are not terminated or which may reasonably be interpreted\nor construed as surviving termination (including, without limitation, Sections\n1, 7, 8, 9, 10 and 11) will survive such termination.  In the event of any\ntermination, Amazon.com shall not be obligated or required to return or\nsurrender any capital stock of Company then held by Amazon.com.\n\n     10.4  Transition Period\n\n     If termination under this Section 10 is (a) pursuant to Section 10.1(a) or\n10.2(a) and the material breach in question does not in any way involve the IPR\nof the terminating Party or (b) pursuant to Section 10.1(b) or 10.2(b) and the\nCompetitive Amazon.com Acquisition or Competitive Company Acquisition, as the\ncase may be, involves only a Minor \n\n                                    PAGE 15\n\n\n \n                                                CONFIDENTIAL TREATMENT REQUESTED\n \nAmazon.com Competitor or a Minor Company Competitor, as the case may be, who has\nfurnished adequate written assurance that it will (and fully intends to)\ncontinue to qualify as a Minor Amazon.com Competitor or Minor Company\nCompetitor, as the case may be, under this Agreement and that its use of the IPR\nand technology will not breach or violate the terms of the terminated license,\nthen the terminated license shall continue in effect for a period of nine (9)\nmonths from the date of the terminating Party's notice with respect to IPR and\ntechnology then in the licensee Party's possession, all subject to the\nrestrictions and limitations set forth in this Agreement, and the licensee\nParty's obligations under Section 10.3(a) shall apply from and after the\nexpiration of such nine (9) month period.\n\n     10.5  Liquidated Damages\n\n     In the event (a) Amazon.com or Amazon.com D materially breaches any of its\nobligations under Section 2, 3 or 6, and (b) Company properly terminates the\nAmazon.com License and the Parties' obligations under Sections 2, 3 and 6 of\nthis Agreement on account of such breach pursuant to Section 10.1(a), then\nAmazon.com will, upon written notice from Company, pay to Company, as liquidated\ndamages, the sum of [*]. Such liquidated damages will constitute the minimum\namount payable to Company in connection with such material breach by Amazon.com\nor Amazon.com D, as applicable. This Section 10.5 will not in any way limit\nCompany's right to seek recovery of any and all monetary damages actually\nincurred by the Company (subject to Section 9) and to which it is otherwise\nentitled under this Agreement as a result of the breach (i.e., in light of all\nlimitations and other provisions of this Agreement and applicable law). In the\nevent Company seeks recovery of additional damages, the sum paid or payable\nhereunder will be applied to reduce any amounts payable by Amazon.com or\nAmazon.com D, as applicable, to the Company as part of any settlement or final,\nunappealable judgment entered in such proceeding.\n\n     10.6  Limitation of Remedies\n\n     Notwithstanding any provision of this Agreement to the contrary, the rights\nand obligations of each Party under this Agreement are separate and distinct\nfrom any rights and obligations of each Party under any other agreement among or\nbetween any of the Parties.  Under no circumstances will any breach or\ntermination of this Agreement for any reason require Amazon.com or Amazon.com D\nto reconvey, transfer, relinquish or surrender (a) any right, benefit or\nentitlement granted by Company to Amazon.com or Amazon.com D under any\nseparately executed agreement, or (b) any shares of stock or equity interest in\nCompany held by Amazon.com or Amazon.com D.\n\n[*] Represents a confidential provision for which confidential treatment has\n    been requested from the Securities and Exchange Commission.\n\n                                    PAGE 16\n\n\n \nSection 11.  Miscellaneous\n\n     11.1  Relationship\n\n     The Parties are independent contractors under this Agreement.  Each Party\nacknowledges and agrees that it is not and will not be during the term of this\nAgreement, be an employee or an agent of any other Party.  Nothing in this\nAgreement will be deemed to constitute, create, give effect to or otherwise\nrecognize a joint venture, partnership, franchise or business entity of any\nkind.  Nothing in this Agreement will be construed as providing for the sharing\nof profits or losses arising out of the efforts of the Parties hereto.\n\n     11.2  Assignment\n\n     This Agreement shall be binding upon and inure to the benefit of the\nParties hereto, and the legal representatives, successors in interest and\npermitted assigns, respectively, of each such Party.  This Agreement shall not\nbe assigned in whole or in part by any Party without the prior written consent\nof the other Parties, such consent not to be unreasonably withheld; provided,\nhowever, that a Party may, without consent of the other Parties, assign this\nAgreement to an Affiliate of the assignor, or to an entity acquiring\nsubstantially all of the assets or capital stock of the assignor due to merger,\nacquisition or consolidation so long as (a) the assignor remains liable for the\nfull and faithful performance of the assignee hereunder, (b) such Affiliate or\nsuccessor in writing assumes all of the obligations of the assignor under this\nAgreement and agrees to comply with the terms set forth in this Agreement, and\n(c) a copy of the assignment is provided to the non-assigning Parties.\n\n     11.3  Notices\n\n     All notices, requests, demands, applications, services of process, and\nother communications which are required to be or may be given under this\nAgreement shall be in writing and shall be deemed to have been duly given if\nsent by telecopy or facsimile transmission, answer back requested, or delivered\nby courier or mailed, certified first class mail, postage prepaid, return\nreceipt requested, to the Parties to this Agreement at the following addresses:\n\n     If to Amazon.com:    Amazon.com, Inc.\n                          1516 2nd Avenue\n                          Seattle, WA 98101\n                          Attn: General Counsel\n                          Fax: 206-694-2082\n\n     If to Amazon.com D:  Amazon.com D, Inc.\n                          1516 2nd Avenue\n                          Seattle, WA 98101\n\n                                    PAGE 17\n\n\n \n                          Attn: President\n                          Fax: 206-694-2082\n\n     If to Company:       drugstore.com, inc\n                          13920 SE Eastgate Way, Suite 300\n                          Bellevue, WA 98005\n                          Attn: General Counsel\n                          Fax: 425-372-3800\n\nor to such other address as the Party shall have furnished to the others by\nnotice given in accordance with this Section.  Such notice shall be effective,\n(i) if delivered in person or by courier, upon actual receipt by the intended\nrecipient, or (ii) if sent by telecopy or facsimile transmission, on the date of\ntransmission unless transmitted after normal business hours, in which case on\nthe following date, (iii) if mailed, upon the date of first attempted delivery.\n\n     11.4  Waiver\n\n     No provision of this Agreement shall be deemed to be waived and no breach\nexcused unless such waiver or consent shall be in writing and signed by the\nParty which is claimed to have waived or consented.  The failure of a Party at\nany time, or from time to time, to require performance by the other Parties of\nany provision hereof shall in no way affect the rights of such Party thereafter\nto enforce the same nor shall the waiver by a Party of any breach of any\nprovision hereof by the other Parties constitute a waiver of any succeeding\nbreach of such provision, or a waiver of any provision itself, or a waiver of\nany other provisions hereof.\n\n     11.5  Severability\n\n     This Agreement will be enforced to the fullest extent permitted by\napplicable law.  If for any reason any provision of this Agreement is held to be\ninvalid or unenforceable to any extent, then such: (a) provision will be\ninterpreted, construed or reformed to the extent reasonably required to render\nthe same valid, enforceable and consistent with the original intent underlying\nsuch provision; (b) provision will be void to the extent it is held to be\ninvalid or unenforceable; (c) provision will remain in effect to the extent that\nit is not invalid or unenforceable; and (d) such invalidity or unenforceability\nwill not affect any other provision of this Agreement or any other agreement\nbetween the Parties.\n\n     11.6  Remedies\n\n     Except as otherwise expressly provided in this Agreement, each and all of\nthe rights and remedies provided in this Agreement, and each and all of the\nremedies allowed at law and in equity, will be cumulative, and the exercise of\none right or remedy will not be exclusive of the right to exercise or resort to\nany and all other rights or remedies provided in this Agreement or at law or in\nequity.\n\n                                    PAGE 18\n\n\n \n     11.7  Injunctive Relief\n\n     The Parties acknowledge that a breach of Section 8 would cause irreparable\nharm, the extent of which would be difficult to ascertain.  Accordingly, they\nagree that, in addition to any other legal remedies to which the non-breaching\nParty may be entitled, such Party shall be entitled to obtain immediate\ninjunctive relief in the event of a breach of such Section 8.\n\n     11.8  Governing Law\n\n     This Agreement will be governed by and construed according to the laws of\nthe State of Washington without regard to its choice of law provisions.  The\nParties consent to the jurisdiction of such courts and waive any right to assert\nthat any such court constitutes an inconvenient or improper forum.\n\n     11.9  Publicity\n\n     Except for any announcement intended solely for the internal distribution\nof a Party, or any disclosure required by legal, accounting, or regulatory\nrequirements, no Party shall use any other Party's name or refer to it directly\nor indirectly in the context of this Agreement in any advertisement, news\nrelease or release to any professional or trade publication or business\npresentation without the written approval from such Party for each such use or\nrelease, unless (a) such information was used in a previously approved\nadvertisement or release and such information remains accurate and (b) the\napproval has not been withdrawn in writing.\n\n     11.10  Entire Agreement\n\n     All Exhibits to this Agreement shall be incorporated in and constitute\nparts of this Agreement.  This Agreement and the Exhibits, each as amended from\ntime to time, constitute the entire understanding between the parties in\nrelation to the subject matter hereof and supersede all prior discussions,\nagreements and representations related to this subject matter, whether oral or\nwritten and whether or not executed by a Party.  Unless otherwise provided in\nthis Agreement, no modification, amendment or other change may be made to this\nAgreement or any part thereof unless reduced to writing and executed by\nauthorized representatives of all Parties.\n\n     In witness whereof, the Parties have duly entered into this Agreement as of\nthe date first written above.\n\nAmazon.com:                            Company:\n\nAmazon.com, Inc.                       drugstore.com, Inc.\n \nBy:  \/s\/ Alan Caplan                   By:  \/s\/ David Rostov\n    --------------------------------       --------------------------------\n    Vice President and                     Vice President and\n    General Counsel                        Chief Financial Officer\n\n\nAmazon.com D:\n\nAmazon.com D, Inc.\n\nBy:  \/s\/ Alan Caplan\n    --------------------------------   \n    Secretary\n\n                                    PAGE 19\n\n\n \n                                   EXHIBIT A\n\n                            Advertising Placements\n\n\n     The advertising placements to be provided by Amazon.com during the Launch\nPeriod are as follows:\n\n     1.  Advertising of the Company Site on Amazon.com's Home Page for a three\n(3) month trial period beginning on the date the Company Site has reached agreed\nupon quality and scalability criteria.\n\n     2.  Advertising of the Company Site on Amazon.com's post-sale page for a\nthree (3) month trial period beginning on the date the Company Site has reach\nagreed upon quality and scalability criteria.\n\n     3.  Sponsorship of Amazon.com's Health, Beauty, and Wellness browse area\nfor a five (5) month rotation through the top-level browse page plus various\nHealth, Beauty, and Wellness bestseller lists.\n\n     4.  Other placements as mutually agreed upon by the Parties.\n\n                                    PAGE 1\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645,7360],"corporate_contracts_industries":[9492,9496],"corporate_contracts_types":[9613,9619],"class_list":["post-42905","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_companies-drugstorecom-inc","corporate_contracts_industries-retail__books","corporate_contracts_industries-retail__drug","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42905","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=42905"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42905"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42905"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42905"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}