Map Server License Agreement

　　BETWEEN AAA CORPORATION AND BBB, INC
　　THIS AMENDED AND RESTATED AGREEMENT (this 'Agreement') is entered into as of _________,_________,_________(M,D,Y) (the 'Effective Date') by and between AAA CORPORATION, a corporation organized under the laws of the State of _________(PLACENAME) ('AAA'), and BBB, INC., a corporation organized under the laws of the State of _________(PLACENAME)('BBB'), with reference to the following facts:
　　A. On or about _________,_________,_________(M,D,Y), AAA caused the formation of BBB and transferred certain AAA assets to BBB in return for certain stock in BBB.
　　B. To assist BBB in its daytoday operations as a new corporate entity, AAA and BBB entered into a Map Server License Agreement dated as of _________,_________,_________(M,D,Y) (the 'Map Server Agreement'), pursuant to which AAA provided certain local street maps and driving directions and other mapping services to BBB, and BBB engaged AAA to provide such services.
　　C. The parties now desire to amend and supercede the Map Server License Agreement in its entirety by entering into this Amended and Restated Map Server License Agreement pursuant to the terms and conditions set forth herein.
　　THEREFORE, the parties hereby agree as follows:
　　AAA Confidential
　　1. Definitions
　　1.1 'Affiliates' shall mean any entity in which, as of the Effective Date, BBB, 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 'Data' shall mean all thirdparty data licensed by AAA and used in Maps and in the separate Data Dump, as of the Effective Date.
　　1.3 'Data Dump' shall mean the set of data including but not limited to Points of Interest, city, and region, generally containing unique identifiers such as the related geographic location, name, type, and language, and used in BBB's cataloging system to enable users to search by Point of Interest when performing a search on BBB.
　　1.4 'BBB Icon' shall mean any graphics or text, including, without limitation, persistent hyperlinks in the form of an BBB logo or other representational icon created by BBB for an BBB travel service or product.
　　1.5 'BBB Data Feed' shall mean the data supplied by BBB to AAA which contains the geographic location for any travel service offered by BBB, and the location where the BBB Icon or other representational icon, which includes an underlying URL to the BBB Web Site, should be placed on the MapPoint.Net Maps used by BBB.
　　1.6 'BBBMaps' shall mean the map services provided on the BBB Web Site, located at www.BBB.com as of the Effective Date.
　　1.7 'BBB Updates' shall mean any updates, upgrades, error corrections, or other improvements to the Server Technology that BBB or its Affiliates may have developed or will develop pursuant to this Agreement.
　　1.8 'BBB Web Site' means any web site owned or controlled by BBB or its Affiliates, which is accessed by users.
　　1.9 'Launch Date' shall mean the date that BBB begins providing travel services with maps served from computers hosted by AAA, and which in no event will be later than six (6) months after the Effective Date; provided AAA has meet the requirements of Exhibit C and the parties have not mutually agreed to postpone such use.
　　1.10 'Link' shall mean: (i) one or more hyperlinks located on the applicable areas of the MapPoint.Net Maps, or (iii) any other alternative method that enables a user to access BBB. Links also include any connection to BBB through the Internet, email, broadband, Internet II, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether existing now or in the future).
　　1.11 'Maps' shall mean collectively, the BBBMaps and the MapPoint.Net Maps.
　　1.12 'MapPoint.Net Maps' shall mean a reliable webenabled mapping solution developed by AAA that includes interactive maps, proximity searching and detailed driving directions.
　　1.13 'Point of Interest' shall mean those certain geographic locations, which include but are not limited to, such places as campgrounds, parks and other attractions or places of interest (e.g. the Empire State Building).
　　1.14 'Server Technology' shall mean the computer software owned by AAA and listed in Exhibit A.
　　1.15 'Service' shall mean the hosting of Server Technology, MapPoint.Net Maps, specifications and formats, and which includes without limitation the testing, implementation, hosting, maintenance, support, operation and update schedules, as applicable, for the Server Technology, Data and MapPoint.Net Maps as provided by AAA to BBB as a part of such service, which enables BBB to use the MapPoint.Net Maps as contemplated herein.
　　2. Delivery, Operation, and Use
　　2.1 Delivery. The parties acknowledge that BBB already has copies of the Server Technology and Data in its possession as of the Effective Date.
　　2.2 Updates and Error Corrections.
　　(a) AAA. AAA and BBB will cooperate to test the initial version of MapPoint.Net Maps that AAA is operating as of the Effective Date in a beta environment to ascertain if it meets the stability requirements outlined in Exhibit C hereto. Each upgrade thereto shall be tested in a similar fashion. The parties will cooperate to ensure that the beta testing of the initial version and any upgrade thereto is concluded in a timely manner.
　　(b) MapPoint.Net Map Updates. When and if AAA makes commercially available during the term of this Agreement any updates, upgrades, error corrections, or other improvements to the MapPoint.Net Maps ('MapPoint.Net Map Updates'), AAA shall promptly make available such MapPoint.Net Map Updates to BBB on servers hosted by AAA to the extent permitted under applicable license agreements. Upon BBB's commencement of use, such MapPoint.Net Updates shall be considered part of the MapPoint.Net Maps for purposes of this Agreement. BBB must commence using each MapPoint.Net Map Update within sixty (60) days after it is first made commercially available; provided they meet the requirements of Exhibit C and the parties have not mutually agreed to postpone such use.
　　(c) BBB. In the event that BBB or its Affiliate develops any updates, upgrades, error corrections, or other improvements to the Server Technology, BBB shall promptly deliver, or cause its Affiliate to deliver, such BBB Updates to AAA.
    2.3 Support and Operation. Prior to the Launch Date, BBB shall be solely responsible for the support and operation of the BBBMaps. Effective as of the Launch Date, AAA shall be solely responsible for the support and operation of the Maps, and agrees to provide the Service to BBB in accordance with Exhibit C hereto with at least the same service level that AAA will provide to the AAA properties currently using BBBMaps backend map server, which shall be no less than a commercially reasonable service level. As of the Effective Date, these AAA properties include CarPoint, Home Advisor, MS Commute, MSN Mobile, MSNBC and Yellow Pages (the 'AAA Backend Properties'). AAA shall insure that it has the server infrastructure necessary to deliver stable service and handle the volume of calls/queries to BBB's MapPoint.Net Maps servers that will be generated by usage levels forecasted quarterly by BBB pursuant to Section 2.4, and that such service shall be delivered in a high grade and professional manner and in accordance with this Section 2.3 and Exhibit C. AAA will provide BBB with ninety (90) days advanced notice should AAA change or alter in any way the underlying latitude/longitude system provided at the time of launch of MapPoint.Net Maps on BBB. The parties will implement a process for BBB's transition to use of MapPoint.Net Maps as set forth in Section 2.5 below.
　　2.4 BBB will make a commercially reasonable effort to provide AAA with reasonably accurate quarterly forecast of usage and sixty (60) days advance notice of any known significant usage volume increases and major releases.
　　2.5 Transition Plan. The parties agree that BBB's transition to MapPoint.Net Maps will proceed as follows:
　　(a) Prior to the Launch Date, AAA shall provide BBB with an explanation of the services and operating procedures not specified on Exhibit C that AAA will provide.
　　(b) AAA shall resolve the four (4) bugs which are listed on Exhibit E hereto prior to the Launch Date.
　　(c) AAA and BBB will test the initial version of MapPoint.Net pursuant to Section 2.1 above.
　　(d) BBB must give AAA at least sixty (60) days prior written notice of the actual Launch Date.
　　(e) The current map server URLs owned by BBB and used for providing Maps to certain BBBMaps users will be allowed to reference BBB's dedicated cluster for MapPoint.Net. BBB will put the redirect in place to the AAA servers.
　　2.6 Use of Maps.
　　(a) The parties acknowledge that AAA is already using BBBMaps to serve local street maps and/or provide driving directions in the AAA Backend Properties. AAA agrees that by the Launch Date, it shall cease use of BBBMaps on the AAA Backend Properties, and in any and all current and future version of any AAA software programs (currently used in Front Page, MacOffice, Entourage, and AAA Outlook). Notwithstanding the foregoing, AAA shall not be required to cease use of BBBMaps in AAA Hotmail, AAA IESearch or MSN.com, or to stop linking to the front end of an BBB Web Site; provided, however, that following the Launch Date, BBB shall not be obligated to provide mapping services to any AAA property or product.
　　(b) Notwithstanding anything to the contrary in this Agreement, the parties agree and acknowledge that BBB shall not be required to use or continue to use all or any part of the MapPoint.Net Maps or the Service provided by AAA until six (6) months after the Effective Date, provided that such MapPoint.Net Maps or Service meet the requirements of Exhibit C and the parties have not mutually agreed to postpone such use.
　　2.7 MapPoint.Net Map Functionality. Within one (1) year following the Effective Date, AAA, at its sole cost and expense, will develop for MapPoint.Net Maps functionality which enables BBB, at its option, to display within such MapPoint.Net Maps, an BBB Icon or a icon rendered by AAA to represent the specific location of a travel service made [**] available by BBB ('Representational Icon'), which will contain a Link back to an BBB Web Site determined by BBB.
　　2.8 CoBranding.
　　(a) Except pursuant to certain BBB agreements where Maps are not branded with BBB Icons, the parties agree that all Maps used by BBB will contain an BBB Icon and the MapPoint.Net logo designated by AAA from time to time. The parties agree that in any case where a Map is not branded with an BBB logo, BBB shall not be required to brand such Map with a AAA logo. In no event shall the AAA MapPoint.Net logo contain designations such as 'www.' or 'http://' or marks of similar intent that serve as a protocol designator, or function as a clickable link to any Web page. The BBB Icon and the MapPoint.Net icon will not include any third party marks or advertisements. The BBB Icon shall appear in close proximity to MapPoint.Net logo, with the placement and size of such cobranding to be commercially reasonable and mutually agreeable to the parties. A representative sample of the Map cobranding is attached as Exhibit G hereto.
　　(b) AAA shall maintain the BBB Icon provided to AAA by BBB for such cobranding or any addition to or substitute thereof that BBB may provide to AAA from timetotime during the term of this Agreement. In the event BBB provides AAA with a new or modified BBB Icon for such cobranding, AAA shall implement the new BBB Icon within thirty (30) days following receipt of the update from BBB. AAA shall not use any BBB Icon in any other manner or for any other purpose without prior written approval by BBB. BBB shall not use any trademark of AAA in any manner or for any purpose without prior written approval by AAA.
　　2.9 Dataset Updates. AAA will use commercially reasonable efforts to update the Data on a quarterly basis.
　　2.10 Point of Interest Display. BBB shall have the right to select which Point of Interest will be displayed on the MapPoint.Net Maps provided by AAA to BBB in accordance with this Agreement.
　　3. License
　　3.1 Server Technology. AAA hereby grants to BBB and its Affiliates a perpetual license (i) to make, use, reproduce, modify, adapt, create derivative works based on, and translate the Server Technology in object code and source code form, and (ii) to distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, and sell the Server Technology in connection with Maps in object code form. Notwithstanding the foregoing, BBB and its Affiliates shall have no right to distribute, transmit, display, license, rent, lease or sell in any manner any portion of the Server Technology implemented in the AAA Geography Product Unit's retail products or internal tools without the prior approval of AAA. Additionally, BBB agrees, for itself and on behalf of its Affiliates, that BBB and its Affiliates shall not license the Server Technology, in any manner, to third parties that produce products or services that are competitive with the AAA Geography Product Unit's (___)or the Learning Business Unit's products or services without the prior approval of AAA, which approval shall not be unreasonably withheld or delayed.
　　3.2 Third Party Exclusions. For twentyfour (24) months after the Effective Date, AAA agrees that it will not with respect to local street maps and driving directions and other mapping services, provide such mapping services to the following entities through a direct contractual agreement with such entities: Hotel Reservations Network, Travelocity, Orbitz, Cendant (but only with regard to Cendant's travelrelated services and businesses), Priceline, or any entity that, at the time such agreement is executed, is a wholly owned subsidiary of any of the foregoing entities. Notwithstanding the foregoing, Travelocity shall remain an excluded party for the term of this Agreement. In addition, AAA agrees that BBB shall be a provider of travel booking, travel service or travel Point of Interest data that is featured and/or integrated into the Maps provided and/or developed by the AAA Geography Product Unit.
　　3.3 Data. As of the Effective Date, AAA has licenses to use the Data for AAA's own business purposes. To the extent AAA has the right to sublicense rights in Data to BBB for BBB's business purposes, AAA hereby does so sublicense the Data for use in connection with Maps and the Data Dump. To the extent AAA does not have the right to sublicense Data to BBB and to the extent such sublicense is necessary for the purposes of the Services described in Section 2.3 above, AAA shall use reasonable efforts to assist BBB to obtain licenses in such Data, at BBB's expense. Additionally, BBB agrees that it shall not license the Data, in any manner, to third parties that produce products or services that are competitive with the AAA Geography Product Unit's or the Learning Business Unit's products or services without the prior approval of AAA, which approval shall not be unreasonably withheld or delayed.
　　3.4 BBB Updates to Server Technology. BBB, on behalf of itself and its Affiliates, hereby irrevocably conveys and assigns to AAA, and agrees to assign to AAA, all right, title and interest in any copyrights in the BBB Updates, 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.
　　4. Payments
　　4.1 Server Technology. AAA shall provide the licenses in the Server Technology to BBB free of charge. Commencing upon the Launch Date, BBB may, but shall not be required to, develop BBB Updates to the Server Technology, but to the extent they are developed they shall promptly be delivered to AAA.
　　4.2 Payment Schedules. The payment schedules for services delivered under this Agreement and prior to the Effective Date of this Agreement are on Exhibit F attached hereto.
　　4.3 Most Favored Nation. AAA will not charge BBB a price for Services rendered under this Agreement, or provide BBB with a level of service, that is less favorable than the rates charged or the services provided to any third party unless such third party agrees to  use MapPoint.Net Maps more frequently than BBB's then current actual usage of MapPoint.Net Maps.
　　5. Confidential Information. 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 NonDisclosure Agreement between the parties, dated _________,_________,_________(M,D,Y), shall apply to all such confidential and proprietary information. AAA and BBB 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
　　6.1 Warranties.
　　(a) AAA represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of _________(PLACENAME) and has authority to enter into this Agreement and perform its obligations hereunder; and
　　(b) AAA represents and warrants that it has and will not grant any rights in the Server Technology to any third party that are inconsistent with the rights granted to BBB herein.
　　(c) BBB represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of _________(PLACENAME) and has authority to enter into this Agreement and perform its obligations hereunder.
　　(D) 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. The server technology, data, bbb updates, and maps 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.
　　(a) AAA.
　　(i) AAA shall indemnify and hold harmless BBB and BBB's directors, officers, employees, and agents (each, an 'BBB 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 (___) reasonable attorney's fees, costs and expert witness fees) brought against such BBB Claimant to the extent it is based upon a claim that the Server Technology infringe any copyright or patent or misappropriate any trade secret of a third party ('BBB Claims').
　　(ii) In the event any third party asserts a claim of infringement with respect to any Server Technology or any portion thereof, AAA shall notify BBB promptly and may, at AAA's expense, replace or modify the Server Technology 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.
　　(iii) AAA shall have no obligation to indemnify under this Section 6.2 to the extent an BBB Claim arises out of an BBB Claimant's continuing use of infringing Server Technology after (a) AAA has provided a noninfringing replacement with substantially equivalent functionality, and (b) the BBB Claimant has had a reasonable amount of time to test and implement the replacement version.
　　(iv) In the event an BBB Claim is made or filed against an BBB Claimant, the BBB Claimant shall promptly notify AAA of the same in writing, and AAA shall defend, compromise, and/or settle the BBB Claim at its expense. AAA shall not be responsible for the expenses, including counsel fees, of the BBB Claimant incurred after AAA assumes defense of the BBB Claim, but the BBB Claimant may participate therein and retain counsel at its own expense. AAA will not be responsible for any settlement made by BBB or any BBB Claimant without AAA's written permission, which will not be unreasonably withheld or delayed. AAA will not consent to the entry of any judgment or enter into any settlement affecting the BBB Claimant, to the extent that the judgment or settlement involves more than the payment of money, without the prior consent of the BBB Claimant, which consent shall not be unreasonably withheld or delayed. BBB and any BBB Claimant shall provide information, assistance and authority, at BBB's expense, to help AAA defend, compromise or settle such BBB Claim.
　　(v) AAA shall indemnify and hold harmless any BBB Claimant 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 associated with the use by AAA of BBBMaps, 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 such transactions. All such taxes (and any penalties, interest, or other additions to any such taxes), with the exception of taxes imposed on BBB's net income or with respect to BBB's property ownership, shall be the financial responsibility of AAA. AAA agrees to indemnify, defend and hold BBB 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 the transactions associated with the use by AAA of BBBMaps notwithstanding any other section of this Agreement.
　　(b) BBB.
　　(i) BBB shall indemnify and hold harmless AAA, its Affiliates and the directors, officers, employees, and agents of the foregoing (each, an 'AAA 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 reasonable attorney's fees, costs and expert witness fees) brought against such AAA Claimant to the extent it is based upon a claim that an BBB Icon or the BBB Updates infringe any copyright, trademark, trade dress, privacy right, publicity right or patent, or misappropriate any trade secret of a third party, or constitutes unfair competition or unfair trade practices ('AAA Claims').
　　(ii) In the event any third party asserts a claim of infringement with respect to any BBB Icon or BBB Updates or any portion thereof, BBB shall notify AAA promptly and may, at BBB's expense, replace or modify the BBB Icon or BBB Updates or portion thereof with a version that is noninfringing, provided that the replacement or modified version has substantially equivalent functionality to the version being replaced.
　　(iii) BBB shall have no obligation to indemnify under this Section 6.2 to the extent a AAA Claim arises out of a AAA Claimant's continuing use of infringing BBB Icon or BBB Updates after (a) BBB has provided a noninfringing replacement with substantially equivalent functionality, and (b) the AAA Claimant has had a reasonable amount of time to test and implement the replacement version.
　　(iv) In the event a AAA Claim is made or filed against a AAA Claimant, the AAA Claimant shall promptly notify BBB of the same in writing, and BBB shall defend, compromise, and/or settle the AAA Claim at its expense. BBB shall not be responsible for the expenses, including counsel fees, of the AAA Claimant incurred after BBB assumes defense of the AAA Claim, but the AAA Claimant may participate therein and retain counsel at its own expense. BBB will not be responsible for any settlement made by AAA or any AAA Claimant without BBB's written permission, which will not be unreasonably withheld or delayed. BBB will not consent to the entry of any judgment or enter into any settlement affecting the AAA Claimant, to the extent that the judgment or settlement involves more than the payment of money, without the prior consent of the AAA Claimant, which consent shall not be unreasonably withheld or delayed. AAA and any AAA Claimant shall provide information, assistance and authority, at AAA's expense, to help BBB defend, compromise or settle such AAA Claim.
　　(v) BBB shall indemnify and hold harmless any AAA Claimant 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 (other than with respect to the use of and payments for BBBMaps) 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 such transactions. All such taxes (and any penalties, interest, or other additions to any such __ taxes), with the exception of taxes imposed on AAA's net income or with respect to AAA's property ownership, shall be the financial responsibility of BBB. BBB agrees to indemnify, defend and hold AAA 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 (other than with respect to the use of and payments for BBBMaps) notwithstanding any other section of this Agreement.
　　6.3 Data. The parties agree that BBB shall benefit from any warranties and/or indemnification for Data provided by Data licensors under AAA's license agreements for Data, to the extent such warranties and/or indemnification extend to BBB.
　　6.4 Limitation of liability. to the maximum extent permitted by 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
　　7.1 Term. This Agreement shall take effect upon the Effective Date and shall continue in full force and effect, unless earlier terminated as provided herein, for a period of four (4) years. 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 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. Any notice of breach hereunder shall be prominently labeled 'NOTICE OF DEFAULT,' and if to AAA, shall be copied to AAA's Law & Corporate Affairs Department, attn. U.S. Legal Group.
　　7.3 BBB Termination for Convenience. BBB may terminate this Agreement at any time without cause upon ninety (90) days written notice to AAA; provided, however, that upon receipt of such notice AAA's obligations under Section 3.2 (Third Party Exclusions) and Section 4.5 (Most Favored Nation) shall immediately terminate.
　　7.4 AAA Termination for Convenience. AAA may terminate this Agreement at any time without cause upon one hundred and eighty (180) days prior written notice to BBB.
　　7.5 Transition Upon Termination. If AAA exits the mapping business, AAA shall reasonably cooperate with and provide reasonable assistance to BBB and any third parties authorized by BBB to undertake performance of services necessary for the continued and uninterrupted provision of MapPoint.Net Maps to BBB.
　　7.6 Remedies Cumulative. 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.
　　7.7 Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 1, 2.2(c), 3.1, 3.4, 4.1, 5, 6, 7, and 8.
　　8. general
　　8.1 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and terminates any and all prior 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 except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of AAA and BBB by their respective duly authorized representatives.
　　8.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of ________ (PLACENAME).
　　8.4 Assignment. Neither party may assign this Agreement, or any portion thereof, to any third party unless the other party expressly consents to such assignment in writing, which consent may be given or withheld in the sole discretion of the applicable party whose consent is requested. For the purposes of this Agreement, a merger, consolidation, or other corporate reorganization, or a transfer or sale of a controlling interest in a party's stock, or of all or substantially all of its assets shall be deemed to be an assignment.
　　8.5 Notices. All notices in connection with this Agreement shall be 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:
　　AAA: AAA Corporation
　　________ (ADDRESS)
　　Tel: _________
　　Fax: _________
　　Attention:____
　　With copy to:_
　　BBB: BBB, Inc.
　　________ (ADDRESS)
　　Tel: _________
　　Fax: _________
　　Attention: ___
　　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.
　　8.6 No Waiver. No waiver of any breach of any provision of this Agreement 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 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 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 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.
　　AAA CORPORATION BBB, INC.
　　By:_________   By:_________
　　Name:_______   Name:_______
　　Title:______   Title:______
　　(___)=AAA Confidential
　　Exhibit A
　　Server Technology
　　The Server Technology is composed of the following seven elements:
　　1. Routing Object and Routing Files and Journey Object The Routing Object includes all of the specifications, source code, object code and runtime files that define and control AAA's proprietary, route data storage and route calculation technologies. Routing Data is stored in a series of highly compressed runtime Routing Files that are used to calculate driving directions. Streets and highways are stored as nodes and links with attributes such as speed and turn restrictions attached. The routing Object takes as an input, a series of locations defined by latitude and longitude coordinates. The Routing Object calculates the best route between these locations based on user preferences for speed, distance or road types. The output of the Routing object is a structured list of the nodes and links that comprise the calculated route. This output may be used by AAA's Journey Object to build a list of driving directions. The output may also be used to highlight a route on a map.
　　2. Map Designs AAA's Map Designs define how data will appear and behave within it's proprietary, runtime map files. Each map contains one or more Map Designs. Each of these designs is implemented as a separate map style available to end users. Map Designs include information on the color, thickness, style, and fonts of various data elements. In addition, the Map Design defines whether features show up at all, and if they do, whether they appear with a label. Map Designs also define what happens to a feature when it is selected (label is made bold, shape highlights, map zooms in, etc.) The Online Map Design includes color and symbol definitions that produce the most attractive map available for a Web Page. The Online Map Design adjusts the settings for window size constraints and palette color limitations found on most Web Pages.
　　3. GeoMisc code (ex. dib to gif conversion) GeoMisc is a Project in the Geography Product Unit's Visual Source Safe Code Database that contains miscellaneous, lowlevel functions that support mapping applications. Many of these functions are required for Geography Products and the Map Server System to work properly. For example, the .GIF files that MSS serves rely on the DIB to GIF conversion function that is contained in the GeoMisc Project.
　　4. Map Server System (MSS) The Map Server System includes all of the specifications, source code, object code and runtime files that define and control AAA's proprietary HTML map controls and map server technologies. MSS allows end users to find places, get driving directions and navigate maps over the Internet. MSS relies on other server technologies such as MOBB and the Routing Object for data storage, route calculation and map rendering. MSS provides a Webbased user interface that allows users to interact with routing and map files on a remote server.
　　5. Alexandria Alexandria is the data warehouse that stores all of the map data used in AAA's proprietary, runtime map files. Alexandria stores MSowned map data and licensed data from AAA's vendors. Databases in Alexandria store both geometry and attribute data. For example, a single Entity record could be represented by a point, several lines and an area at different map scales. In addition, Alexandria databases might store information about that entity's location, name, alternate names, and any other available attributes. All Alexandria entities are assigned unique Identification numbers that can be used to look up available geometry or attribute information.
　　6. MOBB and .MAD files MOBB, also known as 'The Map Object' includes all of the specifications, source code, object code and runtime files that define and control AAA's proprietary map data storage, retrieval and display technologies. MOBB data is stored in files with the extension: .MAD. Examples of MOBB features include but are not limited to the following:
　　(a) Smart searching algorithms for finding places and addresses
　　(b) Dynamic map labeling technology that supports all types of features (including street labels) and languages (including Japanese)
　　(c) Multiple mapstyle support that supports map customization while maximizing data compression
　　(d) Multiple resolutions of raster and vector data support.
　　(e) Support for all types of geometry including points (ex. Hotels), lines (ex. Streets), areas (ex. Countries), and complex polygons (ex. Rivers)
　　(f) Multiple map projections
　　7. MSowned map data AAA maintains independent copyright ownership for much of the geographic data that it includes in licensed products and uses internally. This includes all of the data implemented on the Encarta Interactive World Atlas 2000 map with the exception of parks licensed from the World Conservation Monitoring Centre. Examples of this data include worldwide roads, political boundaries, geographic regions, terrain maps and city insets. In addition, the MS owned map data includes a worldwide database of Populated Places and a detailed hydrology database for the United States.
　　8. Geocoding Tool An administrative tool being developed by AAA will enable BBB to: (a) pinpoint a location including Point of Interest based on address and other search criteria including visually on a map, and (b) to identify the of the location as it relates to the underlying MapPoint.Net Maps.
　　Exhibit B
　　Data Services
　　AAA's Data Services include the development of runtime map and routing files for products that use technologies developed by the Geography Product Unit and products that hold licensees to use the map data contained within them.　
　　These files are developed primarily for use in products produced by AAA's Geography and Reference product units. However, to the extent that Map Designs allow AAA to create a single, customized Online Map Style within each map file, MS will complete this work as part of its Data Services.
　　Exhibit C
　　Service Requirements
　　Uptime: Maps shall be available to BBB 99.9% of the time provided usage levels forecasted quarterly by BBB pursuant to Section 2.4.are reasonably accurate. Calculation of this average availability will be based on availability during each 30day billing period. Scheduled downtime for maintenance of up to three (3) hours per monthly billing period shall not be counted as downtime for the purpose of this calculation, provided AAA provides BBB with prior written notice as soon as practicable of (and in no event less than twentyfour (24) hours before) such scheduled downtime for maintenance. In addition, downtime reasonably necessary to implement any upgrades and downtime caused by outages and other factors beyond the reasonable control of AAA shall not be counted as downtime for purposes of this calculation. All other time during which the Maps are not available shall be counted as downtime.
Upgrades: In no event shall BBB be required to use an unreleased version of either any AAA product from another division or third party software product (collectively, 'Dogfood'). AAA shall obtain prior written approval from BBB before requiring BBB to use Dogfood.
　　1. For all Major Releases (as defined below) of MapPoint.Net Maps, AAA shall:
　　(a) Provide BBB with a schedule for the release and reasonable time to review and comment upon the timing and feature set incorporated in AAA's planned release;
　　(b) Design, develop and release technology that is backwards compatible to the last Major Release of MapPoint.Net Maps;
　　(c) Provide BBB within a reasonable time prior to commercial release with production access to a production level beta version of the Major Release;
　　(d) Demonstrate to BBB that the Major Release meets uptime requirements, mutually agreeable roundtrip time requirements, and BBB's capacity requirements, which shall be determined by the forecasting information provide by BBB to AAA in accordance with Section 2.4.
　　(e) Deliver to BBB technical documentation related to using new or changed features within the Major Release; For the purposes of this Agreement, a 'Major Release' shall mean a release of MapPoint.Net Maps which is designated by AAA, or should have been designated by AAA pursuant to industry standards, as a change in the tenths digit in the MapPoint.Net Maps version number ____.
　　2. For all Update and Upgrade Releases (as both are defined below) of MapPoint.Net Maps, AAA shall:
　　(a) Provide BBB with support to resolve Critical Bugs (as defined in the Customer Support section below) that may result from the use of the Update and Upgrade Releases into the BBB production environment;
　　(b) AAA shall provide BBB with reasonable notice of any Update and Upgrade Releases. For the purposes of this Agreement, the following definitions apply:
　　'Update Release' shall mean a release of a software product which is designated by AAA, or should have been designated by AAA pursuant to industry standards, as a change in the digit(s) to the right of the tenths digit(s) in the product version number ___.
　　'Upgrade Release' shall mean a release of a software product which is designated by AAA, or should have been designated by AAA pursuant to industry standards, as a change in the digit(s) to the left of the decimal digit(s) in the product version number ____.
Reports: AAA shall provide BBB access to mutually agreeable activity reports including backend reporting such as hits to the servers by transaction type (map, route, find).
　　Customer Support:
　　Standard
　　AAA will provide enduser support at AAA.com unless otherwise provided by BBB. All end user email requests and responses are communicated in English ONLY, with a response time goal of twentyfour (24) hours or less.
Service and support will be delivered down to the switch port level, and will provide services such as 24X7 monitoring of network functionality, notification of loss of said functionality in such an event, and troubleshooting response and clearly defined escalation path to such loss of said functionality. Notification and troubleshooting response to meet the following conditions:
　　1. 'Critical Bugs'. For the purposes of this Agreement, a 'Critical Bug' shall mean cases where BBB cannot conduct commerce or where Maps are down and not functioning due to problem caused by AAA. In the case of a Critical Bug, AAA's Geography Product Unit and BBB will designate resources to continuously work on such Critical Bug 24x7.
　　2. 'Severe Bugs'. For purposes of this Agreement, a 'Severe Bug' shall mean a problem caused by AAA where there is grossly inaccurate map data, such as New York appearing in Canada, bugs that have a material impact on BBB's ability to conduct commerce in a reliable fashion, or when a Point of Interest is more than one (1) mile from its accurate global position (this does include the hotel database). In the case of a Severe Bug AAA's Geography Product Unit and BBB will designate resources to continuously work on such Severe Bug Monday through Friday, 8:00 AM to 5:00PM (PST).
　　3. AAA will provide BBB with the means to submit and retrieve update status for Critical Bugs and any other bugs deemed material to BBB, in it sole opinion.
　　4. AAA will assign an Account Manager for general requests and questions, which shall be available by email and phone Monday Friday, 8:00AM 5:00PM (PST). The parties shall provide each other with an email address and other contract information in connection with the resolution of Critical and Severe Bugs.
　　Exhibit E
　　Known Bugs
　　BBBBug39691: MOBB8.5: Find Server IIS dies after a long period (approx. 48 hours) of stress
　　BBBBug38960: MOBB8.5: Front end returning error message for route that should succeed.
　　BBBBug37133: MOBB8.5: GEOBLK: Maps and Find Servers: Took significant perf.
　　hit with MOBB 8 due to data files.
　　BBBBug42867: MOBB8.5: Geo proposed fix for Intl address crash (related to　#39691)
　　Exhibit F
　　Payment Schedule
　　1. The parties agree that, unless otherwise specified: (i) the payment schedule in Section 2 (AAA) and Section 3 (BBB) below (together, 'Existing Payment Schedule') shall apply to charges for Server Technology, Data and BBBMaps services provide by the applicable party until _________,_________,_________(M,D,Y), 11:59 P.M.('TrueUp Date'); and (ii) the revised payment schedule in Section 5 below ('Revised Payment Schedule') shall apply to Services provided by AAA to BBB which commence as of _________,_________,_________(M,D,Y), 12:00 A.M. (midnight).
　　2. Existing Payment Schedule AAA.
BBBMaps Services/Use of BBBMaps: BBB and AAA agree that as of the Effective Date of this Agreement, AAA shall be deemed paid in full for AAA's use of BBBMaps through the TrueUp Date.
　　3. Existing Payment Structure BBB.
　　(a) Data Services. BBB and AAA agree that as of the Effective Date of this Agreement, BBB shall be deemed paid in full for BBB's use of Data Services provided by AAA through the TrueUp Date. For the purposes of this Section 3.3, 'Data Services' shall mean the services described in Exhibit B with respect to the Data which AAA has provided to BBB through its Geography Product Unit.
　　(b) Data. BBB shall pay AAA for certain third party license fees or royalties incurred by AAA for sublicensing Data in accordance with a mutually agreed upon payment matrix, as represented by the sample calculation on Attachment 1 hereto, from _________,_________,_________(M,D,Y)until commencement of the Revised Payment Schedule.
　　4. Revised Payment Schedule.
　　(a) Following the TrueUp Date and in total and final consideration for MapPoint.Net Maps provided by AAA on a dedicated server cluster as set forth in this Agreement, BBB or its designated Affiliate shall pay AAA transaction fees on all Route Transactions (as defined below), Location Lookup Transactions (as defined below) and Map Transactions (as defined below), (collectively, 'Transaction Fees') completed from such dedicated server cluster during the term of this Agreement, in accordance with the following payment schedule:
　　(i) Route Transaction Fees. BBB shall pay AAA US$,_________, per Route Transaction ('Route Transaction Fees').
　　(ii) Location Lookup Transaction Fees. BBB shall pay AAA US$, ________, per Location Lookup Transaction ('Location Lookup Transaction Fees').
　　(iii) Map Transactions Fees. BBB shall pay AAA US$, ________ per Map Transaction ('Map Transaction Fees').
　　(b) AAA shall bill BBB or its designated Affiliate, as appropriate, fifteen (15) days after the end of each fiscal quarter with respect to any Transaction Fees that may be owed by BBB or its designated Affiliate as described in Section 4(a). AAA shall provide BBB or its designated Affiliate, as appropriate, with a statement which shall contain information sufficient to discern how the payment was computed. Payments shall be due within thirty (30) days after the end of each quarter for which an invoice is provided. For the purposes hereof, a 'fiscal year' shall end on _________,_________,_________(M,D,Y), and a 'fiscal quarter' shall mean one of the four (4) threemonth periods in a fiscal year, as customarily determined by BBB.
　　(c) For the purposes of this Agreement, the following definitions apply:
　　(i) 'Route Transaction' means any one or more of the following: (x) text and/or voice driving directions from a single origin (but not an origin constituting a sensorgenerated location of the enduser's computer device) to any single destination directly or through one or more waypoints, (y) the travel time and/or distance for all or any portion of such route, and (z) a raster image depicting a map including the route or a series of an average of seven (7) raster images respectively depicting maps including successive portions of the route.
　　(ii) 'Location Lookup Transaction' means find information in the form of either the street address or intersection of streets at which a point of interest or address, identified based on a search requested by the enduser, is located, and additionally may include a raster image depicting such location on a map.
　　(iii) 'Map Transaction' means a single raster image depicting a map for a predetermined or enduserspecified geographical area (but not in any way based on a sensorgenerated location).
　　5. Revised Payment Schedule Payment Exceptions.
　　Notwithstanding anything to the contrary in this Agreement, upon commencement of the Revised Payment Schedule, BBB shall not be required to pay to AAA any Transaction Fees generated by any AAA Backend Properties, as defined in Section 2.3 of the Agreement, who use BBBMaps to serve local street maps and/or provide driving directions on their respective Web sites. The Backend Properties will be identified on a quarterly report provided by BBB to AAA, in accordance with Section 5(b).
　　Attachment 1
　　Representative Sample of Payment Matrix
　　Pricing Model for Transactions
　　Gross Transactions
　　Sum of Page Views Date
　　Domain _________(M,Y) _________(M,Y) Grand Total
　　Location Lookup
　　Transactions(SF) _________ _________ _________
　　Map
　　Transactions(SF) _________ _________ _________
　　Route
　　Transactions(SF) _________ _________ _________
　　Grand Total _________ _________ ______________
　　Assumptions
　　Average Maps per Route _________
　　Average Maps per Find __________
　　World data factor _________%
　　Population Coverage (pro rata) _________%
　　Per Transaction Volume
　　Price Discount
　　Adjusted
　　Transactions _________(M,Y) _________(M,Y) Grand Total
　　Location Lookup
　　Transactions(SF) _________ _________ _________%
　　Map
　　Transactions(SF) _________ _________ _________%
　　Route
　　Transactions(SF) _________ _________ _________%
　　Priced
　　Transactions _________(M,Y) _________(M,Y) Grand Total per trans fee
　　Location Lookup
　　Transactions(SF) $,_________ $,_________ $,_________ $,_________
　　Map
　　Transactions(SF) $,_________ $,_________ $,_________ $,_________
　　Route
　　Transactions(SF) $,_________ $,_________ $,_________ $,_________
　　Total Navtech
　　Fee $,_________ $,_________ $,_________ $,_________
　　Exhibit G
　　Representative Sample of MapPoint.Net Map
　　This representative sample depicts treatment of a BBB logo and a AAA logo, and the placement of a AAA copyright notice.