EXHIBIT 10.3
License Agreement
between Microsoft Corporation and Expedia, Inc.
THIS LICENSE AGREEMENT is entered into as of October 1, 1999 (the
"Effective Date") by and between MICROSOFT CORPORATION, a corporation organized
under the laws of the State of Washington ("Microsoft"), and EXPEDIA, INC., a
corporation organized under the laws of the State of Washington ("Expedia").
Recitals
A. WHEREAS, on or about the Effective Date, Microsoft caused the formation of
Expedia.
B. WHEREAS, in partial consideration for stock in Expedia issued to Microsoft,
Microsoft agrees to grant certain licenses to Expedia as described herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions
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1.1 "Affiliates" shall mean any entity in which Expedia or Microsoft (as
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the case may be), directly or indirectly, or through one or more intermediaries,
holds the beneficial ownership of more than fifty percent (50%) of the equity
securities or interests, and only so long as such ownership continues.
1.2 "Expedia Content and Data" shall mean any articles, images, or
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graphics originally created, and data originally compiled, by Microsoft
employees in the Travel Business Unit or, to the extent it is owned by
Microsoft, by independent contractors specifically for the Microsoft Travel
Business Unit prior to the Effective Date.
1.3 "Expedia Specific Software" shall mean the computer software listed as
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Expedia Specific Software in Exhibit A, as well as all documentation, help
files, schematics, specifications, development plans and other materials related
thereto.
1.4 "Future Expedia Inventions" shall mean any inventions, ideas, designs,
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concepts, techniques, discoveries, or improvements developed by or for Expedia
or its Affiliates during the term of this Agreement.
1.5 "Intellectual Property Rights" shall mean copyrights, patents
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(including patent improvements), patent applications, trade secrets, or other
intellectual property rights (but not trademarks, trade names, or service marks)
under applicable law.
1.6 "Microsoft Internal Software" shall mean the computer software listed
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as Microsoft Internal Software in Exhibit A, as well as all user documentation,
help files,
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schematics, specifications, development plans and other user or development
materials related thereto.
1.7 "Microsoft Patents" shall mean (a) any and all patents (or the
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applications therefor) worldwide, having one or more claims relating to or
reading on the Expedia Specific Software and/or Online Travel Services provided
by Expedia or its Affiliates, whether existing as of the Effective Date, applied
for, or issuing during the term of this Agreement, and under which patents (or
the applications therefor) Microsoft or any of its Affiliates, has as of the
Effective Date, or obtains during the term of this Agreement, the ability or
right to license or grant immunity from suit (of the scope granted in Section
3.2 of this Agreement) to Expedia and Expedia's Affiliates; and (b) all
extensions, divisionals, continuations, continuations-in-part, reexaminations
and reissue patents of such patents, as well as patent applications thereof, to
the extent rights attach to such applications.
1.8 "Microsoft Retail Software" shall mean the computer software listed as
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Microsoft Retail Software in Exhibit A, as well as all user and developer (e.g.
software development kits) documentation relating thereto.
1.9 "Microsoft Software" shall mean Microsoft Retail Software and
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Microsoft Internal Software.
1.10 "Licensed Materials" shall mean the Microsoft Software, Expedia
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Specific Software, Expedia Content and Data, the Third Party Software, and the
Third Party Content.
1.11 "Online Travel Services" shall mean any online service for reserving
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or purchasing travel services (e.g. airline tickets, hotel rooms, rental cars,
cruises, and resort vacation packages) accessed with an interactive electronic
device (whether now known or hereafter developed) enabling the user to view
information and respond with additional information. Such device may be,
without limitation, a computer, personal digital assistant, automated teller
machine, screen telephone, or Internet-enabled television.
1.12 "Third Party Content" shall mean text, graphics, photographs, video
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footage, sound tracks, or other visual, aural or textual content licensed by
Microsoft and used by the Microsoft Travel Business Unit immediately prior to
the Effective Date.
1.13 "Third Party Software" shall mean the computer software listed as
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Third Party Software in Exhibit A.
1.14 "Transition Services Agreement" shall mean that certain Transition
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Services Agreement between Microsoft and Expedia, dated as of October 1, 1999,
regarding, among other services, ITG support services Microsoft will provide to
Expedia.
2. Delivery, Support, and Operation
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2.1 Delivery. The parties acknowledge that Expedia already has copies of
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the Licensed Materials in its possession as of the Effective Date.
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2.2 Updates and Error Corrections. When and if Microsoft develops or
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receives during the term of this Agreement any updates, upgrades, error
corrections, or other improvements to any Third Party Software or Third Party
Content sublicensed to Expedia hereunder or any Microsoft Software
(collectively, "Updates"), Microsoft shall promptly make available such Updates
to Expedia to the extent permitted under applicable license agreements. Upon
receipt, such Updates shall be considered part of the corresponding Third Party
Software, Third Party Content, or Microsoft Software for purposes of this
Agreement.
2.3 Support and Operation. Except as explicitly described in the
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Transition Services Agreement, Expedia shall be solely responsible for the
support and operation of the Licensed Materials.
2.4 Future Expedia Inventions. From time to time, Expedia and Microsoft
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shall consult to review Future Expedia Inventions. Expedia shall have the sole
option, responsibility and expense of prosecuting applications for any patents
that may be embodied in Future Expedia Inventions. If the parties mutually
agree, Microsoft may provide patent prosecution assistance pursuant to the
Transition Services Agreement.
2.5 Third Party Software and Third Party Content. Upon request, Microsoft
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shall inform Expedia of the terms in any Third Party Software or Third Party
Content license agreement regarding Microsoft's right to sublicense Third Party
Software or Third Party Content to Expedia, including without limitation the
marginal cost of granting the sublicense to Expedia.
3. Licenses and Ownership
----------------------
3.1 Expedia Specific Software and Expedia Content and Data.
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(a) Assignment of Microsoft Copyrights in Expedia Specific Software.
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Microsoft irrevocably conveys and assigns to Expedia all right, title and
interest in any copyrights owned by Microsoft in the Expedia Specific Software
within the field of use of Online Travel Services, and in all renewals and
extensions of those copyrights that may be secured under the laws now or
hereafter in force and effect in the United States of America or in any other
country or countries. Notwithstanding the assignment to Expedia under this
Section 3.1(a), Expedia and Microsoft shall have no duty to account to each
other for proceeds from ownership of Expedia Specific Software.
(b) License to Expedia. Microsoft hereby grants to Expedia and its
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Affiliates a perpetual, irrevocable, transferable license, under any copyrights
not assigned by Microsoft pursuant to Section 3.1(a), to:
(i) make, use, reproduce, modify, adapt, create derivative works
based on, translate, distribute (directly and indirectly), transmit, display and
perform publicly, license, rent, lease, and sell the Expedia Specific Software
and Expedia Content and Data in object code and source code form, and
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(ii) sublicense any or all of the foregoing rights, including the right
to sublicense such rights to further third parties.
The license rights granted to Expedia and its Affiliates in this Section 3.1(b)
shall be exclusive to the extent that Microsoft itself shall not, nor shall
Microsoft grant to any third party the right to, use, reproduce, distribute,
transmit, publicly perform or publicly display the Expedia Specific Software or
Expedia Content and Data, or any material portion thereof, in a software product
or a service that is specifically designed to conduct Online Travel Services
anywhere in the world.
3.2 Patents.
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(a) Microsoft Patents. Microsoft hereby grants and shall cause its
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Affiliates to grant to Expedia and its Affiliates a non-exclusive, perpetual,
royalty-free, sublicenseable license under the Microsoft Patents to the extent
necessary to (i) reproduce, make, have made, use, import, offer for sale, and
sell the Expedia Specific Software (and adaptations and derivative works thereof
pursuant to Section 3.1); and (ii) to provide Online Travel Services. In the
case of a patent falling under the definition of Microsoft Patents that
Microsoft is unable to license to Expedia without being required to pay a
license fee to a third party, Expedia may obtain a license at Expedia's option
provided that Expedia pays any such license fee and complies with any other
applicable restrictions of the third party.
(b) Patents Filed Prior to Effective Date. Microsoft retains any and
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all patents, utility patents, design patent rights, inventions and equivalent
rights owned by Microsoft as of the Effective Date, and patent applications
filed by Microsoft as of the Effective Date. Expedia shall reasonably cooperate
with Microsoft in the prosecution of any patent applications relating to Expedia
that Microsoft has filed as of the Effective Date.
(c) Patents in Future Expedia Inventions. Expedia shall own any and
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all patents, patent applications, utility patents, design patent rights and
equivalent rights in and to the Future Expedia Inventions throughout the world
(collectively, "Future Expedia Inventions Patents"). Expedia hereby grants
Microsoft a nonexclusive, perpetual, nontransferable license under the Future
Expedia Inventions Patents (to the extent invented prior to the termination or
expiration of this Agreement) to reproduce, make, have made, use, import, offer
for sale, and sell software, products and services, including the ability to
sublicense the foregoing.
3.3 Microsoft Software. Microsoft hereby grants to Expedia and its
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Affiliates a perpetual, irrevocable, nontransferable license under Microsoft's
copyrights, solely for Expedia's internal business purposes, to:
(a) make, use, reproduce, display and publicly perform the Microsoft
Software in object code form;
(b) make, use, reproduce, modify, adapt, create derivative works based
on, and translate the Microsoft Internal Software in object code and source code
form.
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3.4 Third Party Software and Third Party Content. As of the Effective
--------------------------------------------
Date, Microsoft has licenses to use the Third Party Software and Third Party
Content for Microsoft's own business purposes. To the extent Microsoft has the
right to sublicense rights in Third Party Software and Third Party Content to
Expedia for Expedia's business purposes, Microsoft hereby does so sublicense the
Third Party Software and Third Party Content. To the extent Microsoft does not
have the right to sublicense Third Party Software and/or Third Party Content to
Expedia, Microsoft shall use reasonable efforts to assist Expedia to obtain
licenses in such Third Party Software and/or Third Party Content, at Expedia's
expense.
3.5 Worldwide Licenses. The licenses granted under Sections 3.1, 3.2 and
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3.3 shall be worldwide.
3.6 Limitations. All licenses and assignments granted by Microsoft under
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this Agreement are subject to preexisting agreements relating to the materials
and Intellectual Property Rights licensed, which agreements have been disclosed
by Microsoft to Expedia. Microsoft and Expedia each reserve all rights not
granted hereunder. Unless otherwise agreed in writing, Expedia shall own all
copyrights and trade secrets developed by or for Expedia after the Effective
Date. The parties acknowledge that portions of Expedia Specific Software and
Expedia Content and Data are used by other Microsoft business units prior to the
Effective Date. The intention of the licenses and assignments granted hereunder
are to permit continued use of such Expedia Specific Software and Expedia
Content and Data by such Microsoft business units.
3.7 Option to License. Upon request, Microsoft shall have the option to
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license any computer software created by or for Expedia after the Effective
Date, for a license fee to be negotiated by the parties, which fee shall be no
greater than the amount Expedia charges any third party to license such software
(or the fair market value of such software if Expedia does not license the
computer software to any other third-party). Notwithstanding the foregoing,
Expedia may decline to license such computer software to Microsoft if Expedia
can clearly demonstrate that the licensing of the computer software will be
unreasonably detrimental to the business of Expedia.
4. Payments
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4.1 Expedia Specific Software and Expedia Content and Data. Microsoft and
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Expedia shall provide the assignment and/or licenses in the Expedia Specific
Software and Expedia Content and Data under Section 3.1 free of charge.
4.2 Microsoft Patents. Except for third party patents as described in
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Section 3.2(a), Microsoft shall provide the licenses in the Microsoft Patents to
Expedia free of charge.
4.3 Microsoft Software. Microsoft shall provide the licenses in the
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Microsoft Software to Expedia free of charge.
4.4 Third Party Software and Third Party Content. Expedia shall reimburse
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Microsoft for any increase in third party license fees or royalties incurred by
Microsoft for sublicensing Third Party Software and Third Party Content to
Expedia hereunder. Microsoft shall xxxx
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Expedia fifteen (15) days after the end of each fiscal quarter. Payments shall
be due within thirty (30) days after the end of each quarter for which Microsoft
invoices Expedia, or as agreed upon from time to time as services are requested.
For the purposes hereof, a "fiscal year" shall end on June 30, and a "fiscal
quarter" shall mean one of the four (4) three-month periods in a fiscal year, as
customarily determined by Microsoft.
5. Confidential Information
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The parties understand and acknowledge that each of them (and their
respective employees, consultants and subcontractors) may have disclosed to it,
in connection with the rendition of services and performance of their
obligations of this Agreement, confidential and/or proprietary information of
the other party. The terms and conditions of that certain Non-Disclosure
Agreement between the parties, dated October 1, 1999, shall apply to all such
confidential and proprietary information. Microsoft and Expedia each agree that
the terms and conditions of this Agreement, including its attachments, will be
deemed to constitute, and be treated as, confidential information pursuant to
this Section 5.
6. Warranties, Indemnification, and Limitation of Liability
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6.1 Warranties.
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(a) Microsoft represents and warrants that it is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Washington and has authority to enter into this Agreement and perform its
obligations hereunder.
(b) Expedia represents and warrants that it is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Washington and has authority to enter into this Agreement and perform its
obligations hereunder.
(c) EXCEPT AS PROVIDED IN THIS SECTION 6.1, EACH PARTY DISCLAIMS ALL
WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO
ANY (IF ANY) IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR
PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE
CONDUCT OR EFFORT. ALL LICENSED MATERIALS ARE PROVIDED AS IS WITH ALL FAULTS,
AND NO WARRANTIES OR PROMISES ARE MADE THAT LICENSED MATERIALS WILL WORK OR WORK
FOR ANY PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF TITLE, AUTHORITY OR
NONINFRINGEMENT IN THE LICENSED MATERIALS.
6.2 Indemnification.
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(a) Microsoft shall indemnify and hold harmless Expedia, its
Affiliates and the directors, officers, employees, and agents of the foregoing
(each, an "Expedia Claimant"), from any and all third party claims, demands,
actions or causes of action, costs, liabilities, losses, expenses, damages,
judgments, awards, charges and amounts paid in settlement (including
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reasonable attorney's fees, costs and expert witness fees) brought against such
Expedia Claimant to the extent it is based upon a claim that the Expedia Content
and Data or the Microsoft Software infringe any copyright or patent or
misappropriate any trade secret of a third party ("Expedia Claims").
(b) In the event any third party asserts a claim of infringement with
respect to any Expedia Content and Data or Microsoft Software or any portion
thereof, Microsoft shall notify Expedia promptly and may, at Microsoft's
expense, replace or modify the Expedia Content and Data or Microsoft Software or
portion thereof with a version that is non-infringing, provided that the
replacement or modified version has substantially equivalent functionality to
the version being replaced.
(c) Microsoft shall have no obligation to indemnify under this Section
6.2 to the extent an Expedia Claim arises out of an Expedia Claimant's
continuing use of infringing Expedia Content and Data or Microsoft Software
after (i) Microsoft has provided a non-infringing replacement with substantially
equivalent functionality, and (ii) the Expedia Claimant has had a reasonable
amount of time to test and implement the replacement version.
(d) In the event an Expedia Claim is made or filed against an Expedia
Claimant, the Expedia Claimant shall promptly notify Microsoft of the same in
writing, and Microsoft shall defend, compromise, and/or settle the Expedia Claim
at its expense. Microsoft shall not be responsible for the expenses, including
counsel fees, of the Expedia Claimant incurred after Microsoft assumes defense
of the Expedia Claim, but the Expedia Claimant may participate therein and
retain counsel at its own expense. Microsoft will not be responsible for any
settlement made by Expedia or any Expedia Claimant without Microsoft's written
permission, which will not be unreasonably withheld or delayed. Microsoft will
not consent to the entry of any judgment or enter into any settlement affecting
the Expedia Claimant, to the extent that the judgment or settlement involves
more than the payment of money, without the prior consent of the Expedia
Claimant, which consent shall not be unreasonably withheld or delayed. Expedia
and any Expedia Claimant shall provide information, assistance and authority, at
Expedia's expense, to help Microsoft defend, compromise or settle such Expedia
Claim.
(e) Expedia shall indemnify and hold harmless Microsoft, its Affiliates
and the directors, officers, employees, and agents of the foregoing from and
against any foreign, U.S. federal, state, local, municipal or other governmental
taxes, duties, levies, fees, excises or tariffs, arising as a result of or in
connection with the transactions contemplated under this Agreement including,
without limitation, any state or local sales or use taxes or any value added tax
or business transfer tax now or hereafter imposed on or with respect to the
transactions contemplated under this Agreement. All such taxes (and any
penalties, interest, or other additions to any such taxes), with the exception
of taxes imposed on Microsoft's net income or with respect to Microsoft's
property ownership, shall be the financial responsibility of Expedia. Expedia
agrees to indemnify, defend and hold Microsoft harmless from any claims, causes
of action, costs (including, without limitation, reasonable attorneys' fees) and
any other liabilities of any nature whatsoever related to such taxes. This
section shall govern the treatment of all taxes arising as a result of or in
connection with this Agreement notwithstanding any other section of this
Agreement.
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6.3 Data. Expedia shall benefit from any warranties and/or
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indemnification for Third Party Software and Third Party Content provided by
licensors under Microsoft's license agreements for Third Party Software and
Third Party Content, to the extent such warranties and/or indemnification extend
to Expedia as a sublicensee and/or affiliate of Microsoft.
6.4 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY
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APPLICABLE LAW AND EXCEPT WITH RESPECT TO ANY BREACH OF CONFIDENTIALITY OWED
UNDER SECTION 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY
RELATED TO THIS AGREEMENT, EVEN IF THE PARTY BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
7. Term
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7.1 Term. This Agreement shall take effect upon the Effective Date and
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shall continue in full force and effect, unless earlier terminated as provided
herein, until the earlier of (a) the fifth anniversary of the Effective Date or
(b) the date on which Microsoft ceases to possess, directly or indirectly, the
power to direct or cause the direction of the management and policies of
Expedia, whether through the ownership of voting securities by contract, or
otherwise. Thereafter, this Agreement shall be automatically renewed and
continue in full force and effect for additional one year periods through each
subsequent anniversary of the Effective Date unless either party gives at least
sixty (60) days notice prior to the beginning of such renewal term that such
party is terminating this Agreement.
7.2 Termination for Breach. In the event either party materially fails
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to perform or comply with this Agreement or any provision thereof, and fails to
remedy the default within sixty (60) days after the receipt of notice to that
effect, then the other party shall have the right, at its sole option and upon
written notice to the defaulting party, to terminate this Agreement upon written
notice.
7.3 Notice of Breach. Any notice of breach hereunder shall be
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prominently labeled "NOTICE OF DEFAULT," and if to Microsoft, shall be copied to
Microsoft's Law & Corporate Affairs Department, attn. U.S. Legal Group. The
rights and remedies provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or this Agreement.
7.4 Survival. The following provisions shall survive termination or
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expiration of this Agreement: Sections 3.1, 3.2, 3.3 (as to Microsoft Software
delivered prior to the date of termination), 3.5, 3.6, 5, 6.1, 6.2 (only as to
Expedia Claims and Microsoft claims brought prior to the date of termination),
6.3, 7, and 8.
8. General
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8.1 Entire Agreement. This Agreement constitutes the entire agreement
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of the parties with respect to the subject matter hereof, and supersedes and
terminates any and all prior
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agreements or contracts, oral or written, entered into between the parties
relating to the subject matter hereof.
8.2 Amendments. This Agreement shall not be amended or otherwise modified
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except by a written agreement dated subsequent to the date of this Agreement and
signed on behalf of Microsoft and Expedia by their respective duly authorized
representatives.
8.3 Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Washington.
8.4 Assignment. Neither party hereto may assign this Agreement without
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the prior written consent of the other party signed by such other party's duly
authorized representative, which consent may be given or withheld in the sole
discretion of the applicable party whose consent is requested.
8.5 Notices. All notices in connection with this Agreement shall be
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deemed given as of the day they are sent by electronic transmission, sent by
facsimile or deposited with a commercial courier for delivery to other party at
the following addresses:
Microsoft: Microsoft Corporation
Xxx Xxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Chief Financial Officer
Treasurer
With copy to: Law and Corporate Affairs
Expedia: Expedia, Inc.
0000 000xx Xxx. XX
Xxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: President
Chief Financial Officer
or to such other address and/or telex and facsimile number as the party to
receive the notice or request so designates by written notice to the other.
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8.6 No Waiver. No waiver of any breach of any provision of this Agreement
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shall constitute a waiver of any prior, concurrent or subsequent breach of the
same or any other provisions hereof, and no waiver shall be effective unless
made in writing and signed by an authorized representative of the waiving party.
8.7 Savings Clause. If any provision of this Agreement shall be held by a
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court of competent jurisdiction to be illegal, invalid or unenforceable, the
remaining provisions shall remain in full force and effect.
8.8 Further Assurances. Each party agrees to take such further action and
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execute, deliver and/or file such documents or instruments as are necessary to
carry out the terms and purposes of this Agreement.
8.9 Section Headings. The section headings used in this Agreement are
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intended for convenience only and shall not be deemed to supersede or modify any
provisions.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
MICROSOFT CORPORATION EXPEDIA, INC.
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxxxx X. Xxxxxx
________________________________ ________________________________
its authorized representative its authorized representative
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Exhibit A
Microsoft Software, Expedia Specific Software, and the Third Party Software
Espresso
Expedia Specific Software Lego (BBT)
------------------------- MSNLFLT
CCService
Expedia Web Server Technology (all code IceCap
written in this group on web server). Source Depot
HTX Formatter, Qscript. These are the two NT Build
pieces most likely to be of general use Vulcan
to other groups at MS. Helium
Database stored procedures/scripts, etc, Xxxxx
including DSS system. KB Internal
Travel Server (all code written in this Data Locality Profiler (DLP)
group) Unix like tools: kill, list, vi
Travel Server to Web Server communication mdutil
infrastructure Apsetup
Fare Server, CancelBot, etc Thin-Raid
Util Server Media View
Test Tool specific to server technologies InfoTech
above that Expedia built (one of which BB-Cover
shipped in MSDN) MS Surround Video
Best Fare Search (BFS) Merismus/Mango/Techo
Microsoft Software
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Microsoft Internal Software Microsoft Retail Software
--------------------------- -------------------------
Interpress Windows9x
Raid WindowsNT
SLM IIS
Accipter SQL Server
MPS Office
Passport Outlook/Exchange
Congo Project
PCB_Dash IE
Heapwalker VC++
PageHeap Visual Internet Dev
TSB VJ++
Test Case Manager VB
WebLint VSS
WolfPack Cluster
MSMQ
MTS
Site Server Commerce
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WebTV Components of Toolbox that
Windows CE Microsoft can sublicense
MSDN
NT Resource Kit
FTP
Publisher
Proxy Server
MS Test
Test Studio
Platform SDK
Third Party Software
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[Site licensed to MS]
Inoculan
Xxxxx
Visio
Xxxxxx
SAP
Sitescope
Pkzip
Winzip
Cayman Backup
BoundsChecker
FreeHand
primus
[Retail licenses to MS]
Raptor
NetScapeNavigator/Communicator
Source Insight
Visual SlickEdit 4.0
Photoshop
HomeSite
FireWorks
Illustrator
PaintShop Pro
ImageReady
Gear CD Burner Software
Codewright
C-Cover
Xxxxxxx Proxy
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