CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXHIBIT 10.13
LICENSE AGREEMENT
BETWEEN
ASK JEEVES, INC. AND COMPAQ COMPUTER CORPORATION
THIS LICENSE AGREEMENT (the "Agreement") is made as of October 2, 1998 (the
"Effective Date") by and between ASK JEEVES, INC., a California corporation
("Ask Jeeves"), with its principal place of business at 000 Xxxxxx Xxxxxx,
Xxxxxxxx, XX 00000 ("Ask Jeeves"), and COMPAQ COMPUTER CORPORATION ("Compaq"),
with its principal place of business at 00000 XX 000, Xxxxxxx, XX 00000.
RECITALS
A. Ask Jeeves has developed and owns Internet navigation tools and
databases that simplify the process of locating information on the World
Wide Web through the use of a question and answer format (the
"Service").
B. Compaq owns and operates an Internet search engine known as Alta Vista
located at xxx.xxxxxxxxx.xxx ("Alta Vista").
C. Compaq would like to facilitate its users' ability to locate information
on the World Wide Web by integrating the Service into Alta Vista, and
Ask Jeeves desires to license the Service to Compaq on the terms and
conditions set forth below.
AGREEMENT
In consideration of the mutual covenants contained in this Agreement,
the parties agree as follows:
1. DEFINITIONS.
1.1 "AJ ANSWER LINK" means the specific instances of Answer
Templates contained in the Ask Jeeves Knowledgebase, excluding
AV Answer Links.
1.2 "AV ANSWER LINK" means the specific instances of Answer
Templates that are modified at the request of Compaq under the
conditions and procedures set forth in this Agreement.
1.3 "ALTA VISTA" means the search engine owned and operated by
Compaq located at xxx.xxxxxxxxx.xxx.
1.4 "ANNUAL PERIOD" means the twelve (12) month period beginning on
Launch Date and each twelve (12) month period thereafter
beginning on the anniversary date of the Launch Date.
"Quarterly Period" means one-quarter of an Annual Period.
1.5 "ANSWER LINK" means an AJ Answer Link or an AV Answer Link.
1.
1.6 "ANSWER LINK RELATIONSHIP" means an agreement with a third party
to provide it the privilege of being the destination of an
Answer Link (i.e., make their site the answer to an Ask Jeeves
Question) in return for compensation.
1.7 "ANSWER LINK REVENUE" means any monetary compensation paid by a
third party, as a result of being the Answer Link to an Ask
Jeeves Question. Answer Link Revenue will be calculated on a
gross basis, without deduction for sales commissions or other
sales expenses.
1.8 "ANSWER TEMPLATE" means the general form of answer scripts
stored in the Ask Jeeves Knowledgebase that when associated with
a specific Ask Jeeves Question and processed by the Question
Processing Engine forms a specific Answer Link.
1.9 "ASK JEEVES INTELLECTUAL PROPERTY" means the Software, the Ask
Jeeves Knowledgebase, the Ask Jeeves Questions, the Question
Processing Engine and all other intellectual property owned by
Ask Jeeves.
1.10 "ASK JEEVES KNOWLEDGEBASE" means the collection of Question
Templates and Answer Templates (and associated data structures)
that operates with the Question Processing Engine and is
currently used by Ask Jeeves in the service it operates at
xxx.xxxxxxxxx.xxx.
1.11 "ASK JEEVES QUESTION" means a specific instance of a Question
Template in the Ask Jeeves Knowledgebase, which the Service will
offer to its users to confirm the users' query. (For example,
if a user asks "Is it raining in Portland?" the Service will
offer the Ask Jeeves Question "What is the weather forecast for
Portland?" to confirm the user's question.)
1.12 "CLICK" means the return of an Answer Link from the Question
Processing Engine in response to the submittal of a selected Ask
Jeeves Question.
1.13 "CLICK RATE FEE" means the amount of money to be paid by Compaq
to Ask Jeeves for each Click.
1.14 "LAUNCH DATE" means the date the Service is first offered to
Compaq users on a regular, publicly available basis.
1.15 "NUMBER OF QUERIES" means the number of times users submit a new
search, resulting in a first results page that contains Ask
Jeeves questions.
1.16 "QUESTION PROCESSING ENGINE" means the proprietary, software
developed and owned by Ask Jeeves that allows users to pose
questions and be directed to appropriate web sites that answer
associated Ask Jeeves Questions.
1.17 "QUESTION TEMPLATE" means the general form of a question stored
in the Ask Jeeves Knowledgebase that when associated with a
specific user query and processed by the Question Processing
Engine forms one or more Ask Jeeves Questions.
1.18 "SERVICE" means the Ask Jeeves navigation service using the
Question Processing Engine and the Ask Jeeves Knowledgebase as
it will appear on and/or within Alta Vista.
1.19 "SOFTWARE" means the software and documentation provided to
Compaq by Ask Jeeves in connection with implementing the Service
on Alta Vista platforms meeting the technical specifications set
forth in Exhibit A.
2. DESCRIPTION OF THE SERVICE.
a. ASK JEEVES OBLIGATIONS.
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
2.
(1) SERVICE AND KNOWLEDGEBASE. Ask Jeeves will provide Compaq with
the Software, the Ask Jeeves Knowledgebase (and regular updates
to the Ask Jeeves Knowledgebase) and technical support as may be
needed for Compaq to implement the Service on Alta Vista.
(2) EDITORIAL CONTROL OF ASK JEEVES KNOWLEDGEBASE. Ask Jeeves will
define the content of the Ask Jeeves Knowledgebase, including
the determination of what constitutes appropriate questions and
answers. Compaq may request that the Ask Jeeves Knowledgebase
Answer Templates [*]. Such [*] Assayer Links are referred to as
"AV Answer Links". Ask Jeeves and Compaq will cooperate to
develop a formal process to accept and process AV Answer Links
including reasonable limits on the number of AV Answer Links
processed in a given time period and the amount of labor
involved (including the labor to maintain the AV Answer Links).
b. COMPAQ OBLIGATIONS. Compaq will configure and operate the
Service on Alta Vista. Compaq's operation of the Service on
Alta Vista will be done in a manner that does not reflect
negatively on Ask Jeeves or the functionality of the Service.
3. LICENSE
x. XXXXX OF LICENSE. Upon receipt of the fees set forth in Section
4, below, and subject to the terms and conditions of this
Agreement, Ask Jeeves grants Compaq a [*], worldwide,
nontransferable, license for the duration of this Agreement
(including any extensions) to use, reproduce, store, distribute
and display the information, data, content, Software or other
intellectual property provided by Ask Jeeves to Compaq, for the
sole purpose of providing the Service.
Ask Jeeves further grants to Compaq a [*], non-transferable
worldwide license to publicly perform and publicly display the
Service or other intellectual property provided by Ask Jeeves at
trade shows, exhibitions, and to prospective Customers, as long
as such performance or display is of the Service as implemented
on Alta Vista.
b. LICENSE RESTRICTIONS. Except as specifically granted in this
Agreement, Ask Jeeves owns and retains all right, title and
interest in all information, data, content, software or other
intellectual property provided by Ask Jeeves to Compaq in
connection with the Service. This Agreement does not transfer
ownership rights of any description in Ask Jeeves' intellectual
property to Compaq or to any other third party. Compaq will
install, reproduce and render the Service operational only for
the purposes of implementing it on Alta Vista. Compaq agrees
not to modify, reverse engineer or decompile any intellectual
property of Ask Jeeves, or to intentionally create derivative
works based on such intellectual property. Compaq agrees not to
distribute the Service to any person or entity other than as
contemplated by this Agreement or to make any other use of the
Service. Compaq agrees to display Ask Jeeves' copyright and
trademark notices on the Software and Service as stated in
Section 11.b. "Copyright Notice" and to take other steps
necessary to protect Ask Jeeves' intellectual property rights as
specified within Section 12.2 "Confidentiality."
c. COMPAQ RIGHTS. Except as otherwise stated in this Agreement,
Ask Jeeves shall [*].
4. PAYMENT. In consideration for providing the Service, Compaq will pay
Ask Jeeves as follows:
a. PER CLICK FEE.
(1) for the [*] per Annual Period, Compaq will pay Ask
Jeeves at a Click Rate Fee of [*]:
(2) for all Clicks in excess of [*] per Annual Period,
Compaq will pay Ask Jeeves at a Click Rate Fee of [*].
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
3.
(3) In the event that the actual number of Clicks exceeds
the actual Number of Queries in any given calendar
month, then Ask Jeeves will be paid based on the [*]
that month.
b. MINIMUM FEE PAYMENT. Compaq will pay Ask Jeeves a "Minimum Fee"
of [*] per Quarterly Period, with the first payment to be made
no later than [*] after the Launch Date and the subsequent
payments to be made on the [*] thereafter. If the [*] of the
end of such Quarterly Period. If the [*] to Compaq. Provided,
however, that the Minimum Fee may be adjusted on a calendar
prorated basis as set forth in subsection 4.f., below.
c. ANSWER LINK REVENUES. In addition to the payments described in
2.a and 2.b., above. Compaq and Ask Jeeves agree that they will
share in any Answer Link Revenue which may occur as follows:
(1) for all Answer Link Revenue resulting from Answer Link
Relationships established by Compaq, Compaq will [*] of
such Answer Link Revenues and will pay Ask Jeeves [*];
(2) for all Answer Link Revenues resulting from Answer Link
Relationships established by Ask Jeeves, Ask Jeeves will
[*] of the Answer Link Revenues and will pay Compaq [*].
(3) In the case [*].
(4) Compaq shall have the right to market and establish
Answer Link Relationships associated with AV Answer
Links and Ask Jeeves shaft have the right to market and
establish Answer Link Relationships associated with AJ
Answer Links. Either party may assign the other the
right to market and establish Answer Link Relationships
associated with a specified portion of its Answer Links.
d. TAXES. All fees and payments stated herein [*].
e. AUDIT RIGHTS. Each party agrees that it will keep, for a
minimum of [*], proper records and books of account relating to
its activities under this Agreement. Once every [*], either
party may inspect the accounting records of the other party to
verify, reports and/or payment amounts. Any such inspection
will be conducted in a manner that does not unreasonably
interfere with the inspected party's business activities. Such
inspection shall be performed by an independent accounting firm
chosen and compensated by the requesting party, for purposes of
audit. Such accounting firm shall be required to sign an
agreement protecting the party's confidential information and
shall be authorized to report only the amount of royalties due
and payable for the period requested. The inspected party [*]
disclosed by the audit. Such inspection shall be at the [*];
however, if the audit reveals overdue payments [*] of the
payments owed to date, the [*], and the inspecting party, [*]
period. Each party shall upon written request, during normal
business hours, but not more frequently than once each calendar
year, provide access to such accounting records.
f. ADJUSTMENT TO PAYMENTS
In the event that the Software licensed under this Agreement
[*], and Ask Jeeves is unable to correct such problems after
written notice and the opportunity to cure as set forth in
Section 5.b (2), than Compaq may terminate this Agreement
and adjust on a prorated calendar basis the [*] payable to Ask
Jeeves.
5. TERM AND TERMINATION.
a. TERM. The term (the "Term") of the Agreement is two (2) years
from the Effective Date. The Agreement will renew automatically
for additional one (1) year terms (a "Renewal Term") unless
either party notifies the other m writing at least ninety (90)
days before the expiration of the Term or any Renewal Term of
its desire to terminate the Agreement.
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
4.
b. TERMINATION. Either party, as applicable, has the right, in
addition and without prejudice to any other rights or remedies,
to terminate this Agreement as follows:
(1) By Compaq as set forth in Section 4.f. above.
(2) By either party, upon [*] written notice, in the event
that the either party fails to pay the amounts due to
the other party, pursuant to this Agreement;
(3) By either party, for any material breach of this
Agreement, other than the failure to make payments under
this Agreement, that is not cured within [*] of receipt
by the party in default of a written notice specifying
the breach and requiring its cure;
(4) By either party, immediately upon receiving written
notice, if (a) all or a substantial portion of the
assets of the other party are transferred to an assignee
for the benefit of creditors, or to a receiver or a
trustee in bankruptcy, (b) a proceeding is commenced by
or against the other party for relief under bankruptcy
or similar laws and such proceeding is not dismissed
within sixty (60) days, or (c) the other party is
adjudged bankrupt.
c. ASK JEEVES RIGHTS ON TERMINATION. On termination, (a) all
rights granted to Compaq under this Agreement cease and Compaq
agrees to use all commercially reasonable efforts, which shall
in no event extend for more than [*] from the date of
termination, to cease all use and reproduction of the Ask Jeeves
Intellectual Property, and (b) Compaq will promptly return all
copies of the Ask Jeeves Intellectual Property to Ask Jeeves, or
destroy all copies in its possession. Ask Jeeves has and
reserves all rights and remedies that it has by operation of law
or otherwise to enjoin the unlawful or unauthorized use of the
Ask Jeeves Intellectual Property.
d. COMPAQ RIGHTS ON TERMINATION
(1) Ask Jeeves shall grant Compaq a fully paid up,
irrevocable, worldwide license to the Software in the
event that Compaq terminates this Agreement pursuant to
Section 5.b (4), above, and that Ask Jeeves, or a
trustee or receiver for Ask Jeeves, does not assume this
Agreement in the bankruptcy proceeding, with no
modification to existing terms. This license grant
shall not grant any right to future maintenance,
upgrades, enhancements or fixes.
(2) Upon material breach by Ask Jeeves, Compaq shall have
the right, at no additional cost, to continue to provide
the Service on Alta Vista until the earlier to occur of
(i) [*] or (ii) [*].
e. SURVIVAL FOLLOWING TERMINATION. Sections 4, 5, 8, 9, 10 and 12
will survive termination or expiration of this Agreement. In
addition, provisions of this Agreement which, by their nature,
are intended to remain in effect beyond the termination or
expiration of this Agreement, shall survive its termination or
expiration.
6. MAINTENANCE, UPGRADES AND SUPPORT. Ask Jeeves will provide maintenance
and support for the Service as follows:
a. MAINTENANCE. Ask Jeeves will provide bug fixes for the Software
and the Ask Jeeves Knowledgebase [*]. Non-bug fix support and
changes specifically requested by Compaq for use in connection
with the Service may be charged by Ask Jeeves to Compaq at the
then current Ask Jeeves' standard rates.
b. UPGRADES. For a period of time [*] with this Agreement and
consistent with Ask Jeeves standard distribution practices, Ask
Jeeves will provide Compaq with periodic upgrades, enhancements,
modifications, versions to the Software and the Ask Jeeves
Knowledgebase (including beta versions, if appropriate [*]) to
Compaq. The periodic upgrades, enhancements, modifications,
versions shall automatically become part of the licensed
Software for purposes of this Agreement.
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
5.
The rights to, said upgrades, enhancements, modifications,
versions shall remain with Ask Jeeves, and provided however,
that said rights shall not exceed the granting party's
ability to grant such rights.
c. TECHNICAL SUPPORT. Ask Jeeves will provide Compaq with standard
technical support during normal business hours. Ask Jeeves
technical support will be available through pager contact on a
24x7 basis in the event of a major software failure. Ask Jeeves
will work with Compaq as it relates to a catastrophic failure,
or to correct software failures or errors that prevent the
Software from functioning, on the following basis:
(1) Severity 1 - catastrophic failure, an emergency,
condition that causes critical impact and that makes the
performance or continued performance of any one or more
functions impossible. Ask Jeeves will use its [*] to
resolve technical issues of Severity 1 [*] and will
develop and communicate to Compaq a resolution plan
within [*].
(2) Severity 2 - is a condition which significantly affects
and makes the performance or continued performance of
any one or more functions difficult and which cannot be
circumvented or avoid on a temporary basis by the user.
Ask Jeeves will use its [*] to resolve technical issues
of Severity 2 within [*] and will develop and
communicate to Compaq a resolution plan within [*].
7. REPORTS AND REPORTING. Ask Jeeves will provide Compaq with user log
analysis tools that will allow Compaq to determine the number of
questions asked and answered in a given period as well as determine the
number of times a given Answer Template was selected (by both total
count and percentage.) Alta Vista will, on a weekly basis, provide Ask
Jeeves with copies of its Service user logs for Ask Jeeves' internal
use.
8. INFRINGEMENT INDEMNITY BY ASK JEEVES. Ask Jeeves agrees to indemnify,
defend and hold Compaq harmless from and against any claims, actions or
demands alleging that all or any part of the Ask Jeeves Intellectual
Property infringes any United States patent, copyright, trademark, or
other United States intellectual property right of a third party. If
use of the Ask Jeeves Intellectual Property is permanently enjoined for
any reason, Ask Jeeves, at Ask Jeeves' option, and in its sole
discretion, may (a) modify the Ask Jeeves Intellectual Property so as to
avoid infringement; (b) procure the right for Compaq to continue to use
and reproduce the Service; or (c) terminate this Agreement, in which
case Compaq shall be given a refund of all Minimum Fees actually paid to
the date of termination as its sole and exclusive remedy. Ask Jeeves
shall have no obligation under this Section 8 for or with respect to
claims, actions or demands alleging infringement that arise solely as a
result of (i) the combination of noninfringing items supplied by Ask
Jeeves with any items not supplied by Ask Jeeves, (ii) modification of
the Ask Jeeves Intellectual Property by Compaq or without the
authorization or consent of Ask Jeeves, or (iii) continued alleging
infringing activity by Compaq after Compaq has been notified Ask Jeeves'
decision to terminate under subsection 8 (c), above.
9. OTHER INDEMNITY. Each party (the "Indemnifying Party") shall indemnify
the other party (the "Indemnified Party") against any and all claims,
losses, costs and expenses, including reasonable attorneys' fees, which
the Indemnified Party may incur as a result of claims in any form by
third parties arising from: (a) the Indemnifying Party's acts, omissions
or misrepresentations, or (b) the violation of any third party
proprietary right by the Indemnifying Party's domain name, software or
any content provided by the Indemnifying Party for use on the
Indemnified Party's servers. The Indemnified Party shall (i) give the
Indemnifying Party notice of the relevant claim, (ii) cooperate with the
Indemnifying Party, at the Indemnifying Party's expense, in the defense
of such claim, and (iii) give the Indemnifying Party the right to
control the defense and settlement of any such claim, except that the
Indemnifying Party shall not enter into any settlement that affects the
Indemnified Party's rights or interest without the Indemnified Party's
prior written approval. The Indemnified Party shall have the right to
participate in the defense at its expense.
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
6.
10. WARRANTIES, DISCLAIMER AND LIMITATIONS.
a. WARRANTY. Ask Jeeves warrants that (a) it holds the necessary
rights to provide and permit the use of the Service (b when the
Service is delivered to Compaq, it will be of substantially the
same quality as the service operated by Ask Jeeves at
xxxxxxxxx.xxx; (c) the media containing the Software will be
free from defects for a period of [*] from the date of delivery
to Compaq, provided that this warranty does not cover defects
due to Compaq's misuse of the media or an accident subsequent to
delivery, to Compaq; and (d) [*].
b. DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 10.a. ARE IN
LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING
WITHOUT LIMITATION, (a) ANY WARRANTY THAT THE SOFTWARE IS
ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS
COMPATIBLE WITH ALL EQUIPMENT OR SOFTWARE CONFIGURATIONS;
(b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND
(c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
c. LIMITATION ON LIABILITY. EXCEPT IN THE EVENT OF A BREACH OF A
LICENSE GRANT BY LICENSEE, NEITHER PARTY SHALL BE LIABLE FOR
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS
(HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. EXCEPT IN THE EVENT OF A BREACH
OF A LICENSE GRANT, A FAILURE TO PAY FEES, OR AN INDEMNITY
CLAIM, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS ACTUALLY PAID BY
COMPAQ TO ASK JEEVES UNDER THIS AGREEMENT.
11. PROMOTION, PUBLICITY AND COPYRIGHT NOTICE.
a. PROMOTION ON ALTA VISTA. Compaq agrees that it will place a
Question Answering Powered by Ask Jeeves," "Question Answering
Technology by Ask Jeeves," "Question Answering by Ask Jeeves" or
other reference mutually agreed upon by. the parties on the
results page of the Service. [*] over the placement, size,
font, and color of the reference. However, Compaq agrees that
the reference will be clearly readable to an average consumer
user.
b. COPYRIGHT NOTICE. Compaq also agrees to place "Question and
Answer Templates copyrighted by Ask Jeeves, Inc., 1996-98, all
rights reserved" notice on its copyright notice page in a manner
similar to the other copyright notices on that page. In no
event shall the notice "Question and Answer Templates
copyrighted by Ask Jeeves" be more prominately displayed that
that of the Compaq or Alta Vista copyright notices.
C. PRESS RELEASES. The parties may issue press releases announcing
the Service. The parties agree that any such press releases
shall acknowledge that the Service is based on technology
licensed from Ask Jeeves. Each party, agrees to obtain the
permission of the other, which shall not be unreasonably
withheld, BEFORE RELEASING PRESS RELEASES OR OTHER FORMS OF
PROMOTION THAT MENTION THE OTHER IN REGARDS TO THIS AGREEMENT,
except that each party may use specific information previously
approved for public release by the other, without further
approval. Neither party shall disclose the terms and conditions
of this Agreement to any, third party, including, but not
limited to, any information relating to the royalties or fees
paid by Compaq to Licensor pursuant to this Agreement. except
as required by law.
12. GENERAL PROVISIONS.
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
7.
12.1 GOVERNING LAW. This Agreement will be governed and construed in
accordance with the laws of the State of New York without giving
effect to conflict of laws principles. Both parties agree that
the Agreement shall be interpreted as if the actions within the
Agreement where performed within the State of New York.
12.2 CONFIDENTIALITY. All disclosures of proprietary and/or
confidential information in connection with this Agreement or
the transaction contemplated by this Agreement shall be governed
by the terms of the Corporate Disclosure Agreement previously
executed by the parties, a copy of which is attached as Exhibit
B to this Agreement.
12.3 ASSIGNMENT. Neither party may assign this Agreement, or any
part of this Agreement, without the prior written consent of the
other party., except that this Agreement may be assigned by
either party, without the other party's consent, to an entity
acquiring all or substantially all of the outstanding shares of
the assigning party's stock or all or substantially all of the
assigning party's assets.
[*].
12.4 SEVERABILITY; HEADINGS. If any provision herein is held to be
invalid or unenforceable for any reason, the remaining
provisions will continue in full force without being impaired or
invalidated in any way. Headings are for reference purposes
only and in no way define, limit, construe or describe the scope
or extent of such section.
12.5 FORCE MAJEURE. If performance hereunder is prevented,
restricted or interfered with by any act or condition whatsoever
beyond the reasonable control of a party, the party, so
affected, upon giving prompt notice to the other party, shall be
excused from such performance to the extent of such prevention,
restriction or interference.
12.6 INDEPENDENT CONTRACTORS. The parties are independent
contractors, and no agency, partnership, joint venture,
employee-employer or franchisor-franchisee relationship is
intended or created by this Agreement. Neither party shall make
any warranties or representations on behalf of the other party.
12.7 COMPLIANCE WITH LAWS. At its own expense, each party shall
comply with all applicable laws, regulations, rules, ordinances
and orders regarding its activities related to this Agreement.
12.8 NOTICE. Any notices hereunder shall be given to the appropriate
party, at the following addresses or at such other address as
the party shall specify, in writing.
For Ask Jeeves: For Compaq:
Ask Jeeves, Inc. Compaq Computer Corporation
000 Xxxxxx Xxxxxx 00000 XX 000
Xxxxxxxx, XX 00000 Xxxxxxx. XX 00000
Attn: Xxxxxx Xxxxxx, President Attn: Law Department
Notice shall be deemed given: upon personal delivery; if sent
by fax, upon confirmation of receipt; or if sent by certified or
registered mail, postage prepaid, 5 days after the date of
mailing.
12.9 ENTIRE AGREEMENT, AMENDMENT AND WAIVER. This Agreement sets
forth the entire understanding and agreement of the parties, and
supersedes any and all oral or written agreements or
understandings between the parties, as to the subject matter of
this Agreement. It may be changed only by a writing signed by
both parties. The waiver of a breach of any provision of this
Agreement will not operate or be interpreted as a waiver of any
other or subsequent breach.
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
8.
12.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together constitute one and the same agreement. A
facsimile copy of this Agreement, including the signature pages,
will be deemed to be an original.
IN WITNESS WHEREOF, ASK JEEVES, INC. and COMPAQ COMPUTER CORPORATION have
executed this License Agreement as of the Effective Date.
ASK JEEVES, INC. COMPAQ COMPUTER CORPORATION
By: /s/ X. X. Xxxxxx By: /s/ Xxxx Losart
---------------------------- ------------------------------
Name: X. X. Xxxxxx Name: Xxxx Losart
------------------------- ----------------------------
Title: President Title: VP, Internet Services
------------------------- ----------------------------
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
9.
EXHIBIT A
[*]
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
10.
EXHIBIT B
[*]
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
11.
[ ]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
12.
