Common use of NON-SOLICITATION POLICY Clause in Contracts

NON-SOLICITATION POLICY. EI wants to provide a work environment that allows all employees, and all vendors and their representatives to complete their tasks with the least amount of disruption. Accordingly, vendors, their representatives, and any other non-EI employees are not allowed (while on EI property or while using EI owned equipment) to engage in solicitation or distribution of literature. This policy prohibits soliciting or handing out materials for any purpose. COMPANY ACCESS TO INFORMATION AND PROPERTY E-mail and its contents, as well as any other data stored on or transmitted by EI-owned equipment, is the property of EI and may be accessed by EI at any time. Accordingly, the content of e-mail, voice mail, and similar data should not be regarded as protected by any personal right of privacy. Additionally, in order to evaluate and improve customer service, EI may monitor, as necessary, the telephone calls of vendors and their representatives who work in customer service positions. Any facilities or equipment, including but not limited to offices, desks, computers, electronic media, motor vehicles, or lockers used by vendors and their representatives while on EI property or while conducting EI related business, may be accessed by EI as needed. Accordingly, you should not consider protected by any personal right of privacy anything brought onto or stored on EI property stored on EI equipment, or used while working on EI related business. Any EI property used by vendors and their representatives while performing EI related business remains the property of EI. GIFTS EI employees cannot accept payments of any amount or gifts or favors valued in excess of $100 from persons or firms with which we have business dealings, unless prior approval is obtained from a vice president or more senior company official. Accordingly, you and your representatives should refrain from giving to EI employees gifts with a value of more than $100. INSIDER TRADING All EI employees, agency temporaries, independent coxxxxxxxxx, xxx vendor representatives are considered "insiders" for the purposes of state or federal securities laws that prohibit insider trading. As an insider, no vendor nor vendor representative mxx xxx xx xxxx EI's or another company's stock when in possession of information about EI or another company that is not available to the investing public and that could influence an investor's decision to buy stock. New insider-trading laws carry stiff penalties, and the Securities and Exchange Commission (SEC) has a mandate to enforce these laws aggressively. EI can be negatively affected by insider trading and may terminate the services of, or refuse to do fuxxxxx xxxxxxxx with, anyone found to have engaged in illegal insider trading. -E2- Expedia Confidential CONFIDENTIALITY All information supplied by EI to vendors and their representatives should be regarded as confidential unless otherwise notified. Vendors and their representatives are not authorized to speak to the press on EI's behalf, unless being expressly authorized to do so by EI. Prior to performing any work for EI, all vendors will be required to sign a contract that includes a nondisclosure agreement. VENDOR STANDARDS EI expects its chosen vendors to operate in the best interest of the company at all times. It is expected that all equipment, manpower and services will be provided at the highest quality level while maintaining flexibility and cost effectiveness. It is the responsibility of the vendor to inform its EI contact (or a member of EI management) when situations develop that require the vendor to operate in direct violation of the guidelines set forth in this document. Additionally, in the event a EI employee has a relationship (spouse or other family relation, friend, domestic partner, etc.) with a vendor that might create a conflict of interest or the appearance of a conflict of interest, EI senior management approval is required prior to contracting for the services of said vendor. [The remainder of this page is intentionally left blank.] EXHIBIT F - COMPANY DELIVERABLES In addition to the Services to be provided by COMPANY pursuant to Exhibit A of this Agreement, COMPANY shall provide the following:

NON-SOLICITATION POLICY. EI Microsoft wants to provide a work environment that allows all employees, and all vendors and their representatives to complete their tasks with the least amount of disruption. Accordingly, vendors, their representatives, and any other non-EI non- Microsoft employees are not allowed (while on EI Microsoft property or while using EI Microsoft owned equipment) to engage in solicitation or distribution of literature. This policy prohibits soliciting or handing out materials for any purpose. COMPANY ACCESS TO INFORMATION AND PROPERTY WTP Access to Information and Property E-mail and its contents, as well as any other data stored on or transmitted by EIMicrosoft-owned equipment, is the property of EI Microsoft and may be accessed by EI Microsoft at any time. Accordingly, the content of e-mail, voice mail, and similar data should not be regarded as protected by any personal right of privacy. Additionally, in order to evaluate and improve customer service, EI Microsoft may monitor, as necessary, the telephone calls of vendors and their representatives who work in customer service positions. Any facilities or equipment, including but not limited to offices, desks, computers, electronic media, motor vehicles, or lockers used by vendors and their representatives while on EI Microsoft property or while conducting EI Microsoft related business, may be accessed assessed by EI Microsoft as needed. Accordingly, you should not consider protected by any personal right of privacy anything brought onto or stored on EI Microsoft property stored on EI Microsoft equipment, or used while working on EI Microsoft related business. Any EI Microsoft property used by vendors and their representatives while performing EI Microsoft related business remains the property of EIMicrosoft. GIFTS EI Gifts Microsoft employees cannot accept payments of any amount or gifts or favors valued in excess of $100 from persons or firms with which we have business dealings, unless prior approval is obtained from a vice president or more senior company official. Accordingly, you and your representatives should refrain from giving to EI Microsoft employees gifts with a value of more than $100. INSIDER TRADING Xxxxxxx Xxxxxxx All EI Microsoft employees, agency temporaries, independent coxxxxxxxxxcontractors, xxx and vendor representatives are considered "insiders" for the purposes of state or federal securities laws that prohibit insider tradingxxxxxxx xxxxxxx. As an insider, no vendor nor vendor representative mxx xxx xx xxxx EImay buy or sell Microsoft's or another company's stock when in possession of information about EI Microsoft or another company that is not available to the investing public and that could influence an investor's decision to buy stock. New insider-trading laws carry stiff penalties, and the Securities and Exchange Commission (SEC) has a mandate to enforce these laws aggressively. EI Because of Microsoft's visibility and the volatility of our stock, Microsoft is carefully watched by the SEC. The company can be negatively affected by insider trading xxxxxxx xxxxxxx and may terminate the services of, or refuse to do fuxxxxx xxxxxxxx further business with, anyone found to have engaged in illegal insider tradingxxxxxxx xxxxxxx. -E2- Expedia Confidential CONFIDENTIALITY Proper Use of Software The unauthorized duplication and use of software and/or documentation by Microsoft vendors or contractors is a violation of the copyright laws of the United States and all the other countries in which Microsoft Corporation and its subsidiaries maintain offices. This applies equally to Microsoft software, whether a Beta or a final version, and to non-Microsoft software. Violation of copyright laws can subject vendors and Microsoft to liability for significant civil and criminal penalties. In addition, Microsoft devotes considerable resources around the world to educate software users about their obligation to use and manage software properly. In order for this effort to be effective and benefit the software industry, Microsoft must lead by example. The following practices, unless granted by a specific license, are among those prohibited by this policy: Making additional copies of third-party software products for your use on other computers. Making copies of software (third-party or Microsoft) for friends or associates. Distributing software over a network. Providing copies of software to bulletin board services Helpdesk maintains a list of software products that have been licensed to Microsoft for network use or on a site-license basis. Each department that acquires third-party software is responsible for retaining proof of proper licensing of that software, such as end user license agreements, original disks and manuals, and receipts. If you have questions regarding the terms of any third-party license agreement, contact Law and Corporate Affairs. Failure to follow this policy can result in action against the vendor and its representative, including termination of the vendor representative's services and/or termination of Microsoft's contract with the vendor. Confidentiality All information supplied by EI Microsoft to vendors and their representatives should be regarded as confidential unless otherwise notified. Vendors and their representatives are not authorized to speak to the press on EIMicrosoft's behalf, unless being expressly authorized to do so by EIMicrosoft's Public Relations group. Prior to performing any work for EIMicrosoft, all vendors will be required to sign a contract that includes a nondisclosure agreement. VENDOR STANDARDS EI Vendor Standards Microsoft expects its chosen vendors to operate in the best interest of the company at all times. It is expected that all equipment, manpower and & services will be provided at the highest quality level while maintaining flexibility and cost effectiveness. It is the responsibility of the vendor to inform its EI Microsoft contact (or a member of EI Microsoft management) when situations develop that require the vendor to operate in direct violation of the guidelines set forth in this document. Additionally, in the event a EI Microsoft employee has a relationship (spouse or other family relation, friend, domestic partner, etc.) with a vendor that might create a conflict of interest or the appearance of a conflict of interest, EI Microsoft senior management approval is required prior to contracting for the services of said vendor. [The remainder of this page is intentionally left blank.] EXHIBIT Exhibit F - COMPANY DELIVERABLES WTP Deliverables ---------------------------- In addition to the Services to be provided by COMPANY WTP pursuant to Section 1 and Exhibit A of this Agreement, COMPANY WTP shall provide the following:

NON-SOLICITATION POLICY. EI Microsoft wants to provide a work environment that allows all employees, and all vendors and their representatives to complete their tasks with the least amount of disruption. Accordingly, vendors, their representatives, and any other non-EI non- Microsoft employees are not allowed (while on EI Microsoft property or while using EI Microsoft owned equipment) to engage in solicitation or distribution of literature. This policy prohibits soliciting or handing out materials for any purpose. COMPANY ACCESS TO INFORMATION AND PROPERTY Company Access to Information and Property E-mail and its contents, as well as any other data stored on or transmitted by EIMicrosoft-owned equipment, is the property of EI Microsoft and may be accessed by EI Microsoft at any time. Accordingly, the content of e-mail, voice mail, and similar data should not be regarded as protected by any personal right of privacy. Additionally, in order to evaluate and improve customer service, EI Microsoft may monitor, as necessary, the telephone calls of vendors and their representatives who work in customer service positions. Any facilities or equipment, including but not limited to offices, desks, computers, electronic media, motor vehicles, or lockers used by vendors and their representatives while on EI Microsoft property or while conducting EI Microsoft related business, may be accessed by EI Microsoft as needed. Accordingly, you should not consider protected by any personal right of privacy anything brought onto or stored on EI Microsoft property stored on EI Microsoft equipment, or used while working on EI Microsoft related business. Any EI Microsoft property used by vendors and their representatives while performing EI Microsoft related business remains the property of EIMicrosoft. GIFTS EI Gifts Microsoft employees cannot accept payments of any amount or gifts or favors valued in excess of $$ 100 from persons or firms with which we have business dealings, unless prior approval is obtained from a vice president or more senior company official. Accordingly, you and your representatives should refrain from giving to EI Microsoft employees gifts with a value of more than $$ 100. INSIDER TRADING Xxxxxxx Xxxxxxx All EI Microsoft employees, agency temporaries, independent coxxxxxxxxxcontractors, xxx and vendor representatives are considered "insiders" for the purposes of state or federal securities laws that prohibit insider tradingxxxxxxx xxxxxxx. As an insider, no vendor nor vendor representative mxx xxx xx xxxx EImay buy or sell Microsoft's or another company's stock when in possession of information about EI Microsoft or another company that is not available to the investing public and that could influence an investor's decision to buy stock. New insider-trading laws carry stiff penalties, and the Securities and Exchange Commission (SEC) has a mandate to enforce these laws aggressively. EI Because of Microsoft's visibility and the volatility of our stock, Microsoft is carefully watched by the SEC. The company can be negatively affected by insider trading xxxxxxx xxxxxxx and may terminate the services of, or refuse to do fuxxxxx xxxxxxxx further business with, anyone found to have engaged in illegal insider tradingxxxxxxx xxxxxxx. -E2- Expedia Confidential CONFIDENTIALITY All information supplied Proper Use of Software The unauthorized duplication and use of software and/or documentation by EI Microsoft vendors or contractors is a violation of the copyright laws of the United States and all the other countries in which Microsoft Corporation and its subsidiaries maintain offices. This applies equally to Microsoft software, whether a Beta or a final version, and to non-Microsoft software. Violation of copyright laws can subject vendors and Microsoft to liability for significant civil and criminal penalties. In addition, Microsoft devotes considerable resources around the world to educate software users about their representatives should obligation to use and manage software properly. In order for this effort to be regarded as confidential unless otherwise notifiedeffective and benefit the software industry, Microsoft must lead by example. Vendors and their representatives are not authorized to speak to the press on EI's behalfThe following practices, unless being expressly authorized granted by a specific license, are among those prohibited by this policy: Making additional copies of third-party software Products for your use on other computers. Making copies of software (third-party or Microsoft) for friends or associates. Distributing software over a network. Providing copies of software to do so by EIbulletin board services. Prior Helpdesk maintains a list of software Products that have been licensed to performing Microsoft for network use or on a site-license basis. Each department that acquires third-party software is responsible for retaining proof of proper licensing of that software, such as end user license agreements, original disks and manuals, and receipts. If you have questions regarding the terms of any work for EIthird-party license agreement, all vendors will be required contact Law and Corporate Affairs. Failure to sign a contract that includes a nondisclosure agreement. VENDOR STANDARDS EI expects follow this policy can result in action against the vendor and its chosen vendors to operate in the best interest of the company at all times. It is expected that all equipmentrepresentative, manpower and services will be provided at the highest quality level while maintaining flexibility and cost effectiveness. It is the responsibility including termination of the vendor to inform its EI contact (or a member representative's services and/or termination of EI management) when situations develop that require Microsoft's contract with the vendor to operate in direct violation of the guidelines set forth in this document. Additionally, in the event a EI employee has a relationship (spouse or other family relation, friend, domestic partner, etcvendor.) with a vendor that might create a conflict of interest or the appearance of a conflict of interest, EI senior management approval is required prior to contracting for the services of said vendor. [The remainder of this page is intentionally left blank.] EXHIBIT F - COMPANY DELIVERABLES In addition to the Services to be provided by COMPANY pursuant to Exhibit A of this Agreement, COMPANY shall provide the following:

NON-SOLICITATION POLICY. EI Microsoft wants to provide a work environment that allows all employees, and all vendors and their representatives to complete their tasks with the least amount of disruption. Accordingly, vendors, their representatives, and any other non-EI Microsoft employees are not allowed (while on EI Microsoft property or while using EI Microsoft owned equipment) to engage in solicitation or distribution of literature. This policy prohibits soliciting or handing out materials for any purpose. COMPANY WTP ACCESS TO INFORMATION AND PROPERTY E-mail and its contents, as well as any other data stored on or transmitted by EIMicrosoft-owned equipment, is the property of EI Microsoft and may be accessed by EI Microsoft at any time. Accordingly, the content of e-mail, voice mail, and similar data should not be regarded as protected by any personal right of privacy. Additionally, in order to evaluate and improve customer service, EI Microsoft may monitor, as necessary, the telephone calls of vendors and their representatives who work in customer service positions. Any facilities or equipment, including but not limited to offices, desks, computers, electronic media, motor vehicles, or lockers used by vendors and their representatives while on EI Microsoft property or while conducting EI Microsoft related business, may be accessed by EI Microsoft as needed. Accordingly, you should not consider protected by any personal right of privacy anything brought onto or stored on EI Microsoft property stored on EI Microsoft equipment, or used while working on EI Microsoft related business. Any EI Microsoft property used by vendors and their representatives while performing EI Microsoft related business remains the property of EIMicrosoft. GIFTS EI Microsoft employees cannot accept payments of any amount or gifts or favors valued in excess of $100 from persons or firms with which we have business dealings, unless prior approval is obtained from a vice president or more senior company official. Accordingly, you and your representatives should refrain from giving to EI Microsoft employees gifts with a value of more than $100. INSIDER TRADING All EI INSIXXX XXXXXXX Xxl Microsoft employees, agency temporaries, independent coxxxxxxxxxcontractors, xxx and vendor representatives are considered "insiders" for the purposes of state or federal securities 30 laws that prohibit insider tradinginsixxx xxxxxxx. As Xx an insider, no vendor nor vendor representative mxx xxx xx xxxx EImay buy or sell Microsoft's or another company's stock when in possession of information about EI Microsoft or another company that is not available to the investing public and that could influence an investor's decision to buy stock. New insider-trading laws carry stiff penalties, and the Securities and Exchange Commission (SEC) has a mandate to enforce these laws aggressively. EI Because of Microsoft's visibility and the volatility of our stock, Microsoft is carefully watched by the SEC. The Company can be negatively affected by insider trading and insixxx xxxxxxx xxx may terminate the services of, or refuse to do fuxxxxx xxxxxxxx further business with, anyone found to have engaged in illegal insider tradinginsixxx xxxxxxx. -E2- Expedia Confidential CONFIDENTIALITY XROPER USE OF SOFTWARE The unauthorized duplication and use of software and/or documentation by Microsoft vendors or contractors is a violation of the copyright laws of the United States and all the other countries in which Microsoft Corporation and its subsidiaries maintain offices. This applies equally to Microsoft software, whether a Beta or a final version, and to non-Microsoft software. Violation of copyright laws can subject vendors and Microsoft to liability for significant civil and criminal penalties. In addition, Microsoft devotes considerable resources around the world to educate software users about their obligation to use and manage software properly. In order for this effort to be effective and benefit the software industry, Microsoft must lead by example. The following practices, unless granted by a specific license, are among those prohibited by this policy: Making additional copies of third-party software products for your use on other computers. Making copies of software (third-party or Microsoft) for friends or associates. Distributing software over a network. Providing copies of software to bulletin board services Helpdesk maintains a list of software products that have been licensed to Microsoft for network use or on a site-license basis. Each department that acquires third-party software is responsible for retaining proof of proper licensing of that software, such as end user license agreements, original disks and manuals, and receipts. If you have questions regarding the terms of any third-party license agreement, contact Law and Corporate Affairs. Failure to follow this policy can result in action against the vendor and its representatives, including termination of the vendor representative's services and/or termination of Microsoft's contract with the vendor. All information supplied by EI Microsoft to vendors and their representatives should be regarded as confidential unless otherwise notified. Vendors and their representatives are not authorized to speak to the press on EIMicrosoft's behalf, unless being expressly authorized to do so by EIMicrosoft's Public Relations group. Prior to performing any work for EIMicrosoft, all vendors will be required to sign a contract that includes a nondisclosure agreement. VENDOR STANDARDS EI Microsoft expects its chosen vendors to operate in the best interest of the company at all times. It is expected that all equipment, manpower and & services will be provided at the highest quality level while maintaining flexibility and cost effectiveness. It is the responsibility of the vendor to inform its EI Microsoft contact (or a member of EI Microsoft management) when situations develop that require the vendor to operate in direct violation of the guidelines set forth in this document. Additionally, in the event a EI Microsoft employee has a relationship (spouse or other family relation, friend, domestic partner, etc.) with a vendor that might create a conflict of interest or the appearance of a conflict of interest, EI Microsoft senior management approval is required prior to contracting for the services of said vendor. [The remainder of this page is intentionally left blank.] 31 EXHIBIT F - COMPANY WTP DELIVERABLES In addition to the Services to be provided by COMPANY WTP pursuant to Section 1 and Exhibit A of this Agreement, COMPANY WTP shall provide the following: