Common use of Headcount Clause in Contracts

Headcount. Compensation to Microsoft for certain services hereunder will be --------- based on the "Headcount" for Expedia. "Headcount" will be computed monthly, based on the average daily aggregate number of the following personnel, unless specifically stated otherwise within a specific service block: (i) employees of Expedia; plus (ii) all other individuals employed by third parties who are rendering services substantially full-time for Expedia. The number of personnel described in clause (ii) may be referred to herein as "Contingent Staff"; and the number of personnel described in clause (i) may be referred to as "Non-Contingent Staff." Direct Expenses: Direct expenses incurred by Microsoft with third parties in --------------- connection with Microsoft's performance hereunder will be reimbursed by Expedia to Microsoft, or billed directly to Expedia, in addition to any fees payable to Microsoft hereunder. The scope and terms of any work performed by third parties shall be set forth in a statement of work mutually agreed to by the parties.

Headcount. Compensation to Microsoft for certain services hereunder will be --------- based on the "“Headcount" ” for Expedia. "“Headcount" ” will be computed monthly, based on the average daily aggregate number of the following personnel, unless specifically stated otherwise within a specific service block: (i) employees of Expedia; plus (ii) all other individuals employed by third parties who are rendering services substantially full-time for Expedia. The number of personnel described in clause (ii) may be referred to herein as "“Contingent Staff"”; and the number of personnel described in clause (i) may be referred to as "“Non-Contingent Staff." ” Condition Precedent: Services provided hereunder are contingent on Expedia using Microsoft internal systems. Direct Expenses: Direct expenses incurred by Microsoft with third parties in --------------- connection with Microsoft's ’s performance hereunder will be reimbursed by Expedia to Microsoft, or billed directly to Expedia, in addition to any fees payable to Microsoft hereunder. The scope and terms of any work performed by third parties shall be set forth in a statement of work mutually agreed to by the parties.