CONFIDENTIAL TREATMENT **Confidential treatment has been
HAS BEEN REQUESTED FOR requested with respect to the
CERTAIN PORTIONS OF THIS information contained within the
DOCUMENT "[**]" markings. Such marked portions
have been omitted from this filing and
have been filed separately with the
Securities and Exchange Commission
EXHIBIT 10.30
WEBCOURIER PROVIDER AGREEMENT
This agreement (the "Agreement") is made and entered into as of ____________,
1999, between Microsoft Corporation ("Microsoft"), with offices at Xxx Xxxxxxxxx
Xxx, Xxxxxxx, XX 00000-0000 and Xxxxxxxx.xxx d/b/a XXX.xxx (the "Company"), a
Delaware corporation with offices at 000 Xxxxxxxxx Xxxx, Xxxxx 0000, Xxx
Xxxxxxxxx, XX 00000. Microsoft and Company agree as follows:
Section 1. Definitions
"Company Logo" means the Company logo(s) and trademark(s) provided
to Microsoft for use in connection with the Service.
"Copy" means a single email delivered to a specific Subscriber
consisting of a reproduction (in whole or in part) of, and/or hypertext link to,
a specific version of the Newsletter.
"IPRs" means trade secrets, patents, copyrights, trademarks, service
marks, trade names, know-how, moral rights, rights of publicity and privacy, and
similar rights of any type under the laws of any governmental authority,
domestic or foreign, including all applications and registrations relating to
any of the foregoing.
"Newsletter" means the publications to be provided by Company to
Microsoft, Copies of which will be distributed to Subscribers via the Service.
"Registration Pages" means those web pages that are displayed to users
of the U.S. English language Hotmail service in a manner to permit such users to
register to receive the Copies and other third party content via the Service.
"Service" means the WebCourier Service whereby a person registering or
registered for a U.S. English language Hotmail email account may also register
to receive generic third party content via the Hotmail service.
"Subscriber" means a Hotmail account that has consented to receiving
the Newsletter.
Section 2. Microsoft Obligations
2.1 Service. Microsoft will provide Company with placement on the
-------
Registration Page consisting of Company or Newsletter name (at Company option),
will link to the Company Logo and text description of the Newsletter. Company
will be accorded an "Anchor Provider" placement in the Games category upon
creation of such category on or about December 24, 1999, the Entertainment and
Music category ("Category"). Microsoft may modify the Registration Pages
(including, without limitation, Category names) from time to time, provided that
Company receives reasonably comparable placement on such revised pages as
specified herein.
2.2 Providers. The Newsletters of not more than one (1) "Premier
---------
Provider" and five (5) "Anchor Providers" may be referenced in the Category.
The "Premier Provider" will receive the most prominent placement in the Category
and each "Anchor Provider" will receive placement in descending order based upon
the level of compensation paid by such "Anchor Provider" to Microsoft to appear
in such category.
2.3 Distribution. Subject to paragraph 3.1, Microsoft will deliver
------------
Copies to Subscribers according to such schedules as mutually agreed upon by
Company and Microsoft. Company may change the schedule pursuant to which the
Copies are distributed to Subscribers by giving Microsoft written notice of the
requested change at least fifteen (15) business days prior to the scheduled
change. Company may not schedule Copies of more than one Newsletter to be
distributed in any twenty-four (24) hour period or more than (3) Newsletters per
week.
2.4 Promotional Banners. Microsoft will provide Company with a
-------------------
monthly credit of [**] promotional banners to be used in the Hotmail service,
commencing on January 1, 2000. Such promotional credits will be specified for
use in particular months, and may not be transferred to any other month or
redeemed for cash. Unused promotional banner credits will expire at the end of
the month specified for use; however, at Microsoft's discretion, unused
promotional banners may be used in the month following that for which the
banners were not used. Company will create and deliver to Microsoft all
promotional banners for review at least ten (10) days prior to the first run
date for such banner as designated by Company. All promotional
**Confidential treatment has
been requested with respect
to the information contained
within the "[**]" markings.
Such marked portions have
been omitted from this filing
and have been filed
separately with the
Securities and Exchange
Commission.
1
banners shall meet all specifications and submission requirements provided by
Microsoft, and will contain a link to such Hotmail URL as Microsoft may
designate.
2.5 Hotmail Promotion. Microsoft will use reasonable efforts to
-----------------
promote the Newsletter to new and current Hotmail users through Hotmail standard
promotional vehicles.
Section 3. Company Obligations
3.1 Delivery and Specifications. Company will make the Newsletter
---------------------------
available to Microsoft at a specified URL and on a delivery schedule agreed upon
by the parties in writing. The Company Logo, Newsletter text description and the
Newsletters are all subject to specifications and submissions guidelines (as
applicable) established by Microsoft and set forth in Appendix A, as the same
may be modified from time to time by Microsoft upon notice. Company will deliver
the Company Logo and Newsletter text description to Microsoft in the manner
directed by Microsoft. Company acknowledges that time is of the essence in
providing the foregoing to Microsoft, and the Company's failure to meet the
foregoing timing requirements or any applicable specifications may delay or
prevent delivery of Copies hereunder.
3.2 License. Company hereby grants Microsoft a world-wide, non-
-------
exclusive, royalty-free license to:
(a) reproduce, promote, market, distribute, display,
transmit, download, upload, edit, modify and otherwise use the Newsletter
as reasonably anticipated to fulfill Microsoft's obligations under this
Agreement; and
(b) reproduce, display, transmit and otherwise use the
Company Logo and Newsletter text description in connection with (i)
providing the Service and Newsletter to Subscribers, and (ii) marketing and
promoting the Service and Newsletter.
3.3 Limitations. The Newsletter may not contain, promote, market,
-----------
advertise, distribute, offer to distribute, link (either directly or, if with
the knowledge of Company, indirectly) to or otherwise be related to content
that:
(a) is inappropriate, obscene, defamatory, libelous, slanderous,
profane, indecent or unlawful;
(b) infringes or misappropriates third party IPRs;
(c) constitutes "hate speech", whether directed at an individual
or a group, and whether based upon the race, sex, creed, national origin,
religious affiliation, sexual orientation or language of such individual or
group;
(d) promotes or contains viruses, worms, corrupted files, cracks
or other materials that are intended to or may damage or render inoperable
software, hardware or security measures of Microsoft, Subscribers or any
third party;
(e) facilitates or promotes gambling, or the sale or use of
liquor, tobacco products or illicit drugs;
(f) facilitates, promotes or forwards illegal contests, pyramid
schemes or chain letters; or
(g) otherwise restricts or inhibits any person's use or enjoyment
of Hotmail or the Service.
2
The Newsletter may not contain, promote, market, advertise, distribute, or offer
to distribute competing e-mail or newsletter products whether offered by Company
or a third party (e.g., Lycos, Excite and other services designated by
Microsoft), except that Company may link or refer to the registration, contest
and promotional pages of Company or its affiliates. Microsoft may, but is under
no obligation to, review the Newsletter, and may refuse to host or make the
Newsletter available to Subscribers in whole or in part if Microsoft determines
that the Newsletter violates the foregoing limitations or such other reasonable
limitations as Microsoft may adopt from time to time.
3.4 Subscriber Information. All information regarding Subscribers
----------------------
collected through the Service constitutes Confidential Information (as that term
is used in Section 9) of Microsoft, and is subject to the confidentiality
requirements of Section 9. Notwithstanding the foregoing, information obtained
by Company directly from Subscribers will not constitute Confidential
Information of Microsoft and may be used by Company from time to time; provided,
Company does not collect, use or disclose such information in any manner that
identifies the subject as a Subscriber or Hotmail customer.
3.5 Changes to Newsletter. Company will provide Microsoft with thirty
---------------------
(30) days' prior written notice of any material change to the nature or intended
audience of any Newsletter. Microsoft will have the option to (a) permit Company
to remain in the Category, (b) place Company in a different category on the
Registration Pages, or (c) terminate this Agreement with respect to each
Newsletter for which such a change is anticipated or implemented upon written
notice. If Microsoft terminates the Agreement pursuant to this paragraph, within
thirty (30) days of the date of termination, Company will pay Microsoft [**] of
the pro rated Advance for the remainder of the original Term.
Section 4. Consideration
4.1 Advance. Company will prepay Microsoft an advance of the fees set
-------
forth in paragraph 4.2 in an amount equal to [**] (the "Advance"). The Advance
is a non-refundable, guaranteed payment to Microsoft. The Advance will be
rendered to Microsoft in four (4) equal installments on a quarterly basis (i.e.,
every three (3) months during the Term). The first payment hereunder is due on
December 23, 1999. Microsoft will invoice Company for the three (3) remaining
payments approximately thirty (30) days prior to the beginning of each
subsequent quarter, and the Company will pay such invoiced amounts on or before
the first day of each such subsequent quarter. Notwithstanding the foregoing,
upon termination or expiration of this Agreement, other than by Company pursuant
to paragraph 5.2 or Microsoft pursuant to paragraph 5.3, Company will
immediately pay Microsoft any amounts of the Advance not yet paid.
4.2 Fee. As consideration for Microsoft distributing the Newsletters
---
to Subscribers, Company will pay Microsoft [**] per Copy distributed to
Subscribers ("Fee").
4.3 Distribution Adjustment. On a quarterly basis (including, at the
-----------------------
end of the Term), Microsoft will compare the number of Copies actually
distributed hereunder against the Advance paid for such quarter (or the Term).
If the fees incurred pursuant to paragraph 4.2 for the number of Copies actually
distributed during such quarter (or the Term) are greater than the portion of
the Advance paid for such quarter (or the Term), Microsoft will invoice Company
for the difference at the applicable rates noted in paragraph 4.2. If at the end
of the Term the fees (including the Advance) received by Microsoft hereunder
exceed the amount of the fees incurred by Company for distribution of Copies
hereunder, Microsoft will refund the difference to Company; except that in no
event will Microsoft be required to refund or otherwise return to Company any
portion of the Advance. Notwithstanding the foregoing, the maximum aggregate
Advance and Fee payments that Company may incur to Microsoft hereunder will be
[**]. Once and only if the foregoing payment cap is reached by Company, Company
will be relieved of paying any additional amounts pursuant to Section 4.2
hereunder; provided that, for the remainder of the Term, Company may not
increase the average number of Copies delivered by Microsoft to Subscribers
during the period preceding Company attaining such payment cap.
4.4 Invoice and Payment. Within thirty (30) days after the date of an
-------------------
invoice, Company will pay Microsoft all amounts owing pursuant to such invoice
in readily available funds. Amounts not paid when due under this Agreement will
accrue interest at a rate of [**], compounded on a monthly basis. Microsoft
reserves the right to immediately suspend distribution of the Newsletter if
Company fails to make timely payment of any amounts owing hereunder. All
payments of amounts owing to Microsoft will be made at the following location or
such other location designated by Microsoft in writing:
Microsoft Corporation
XX Xxx 0000 - 0000
Xxxxxxxxxxxx XX 00000-0000
4.5 Reports. Microsoft will provide Company with monthly reports
-------
setting forth the number of Subscribers receiving Copies and the total number of
Copies delivered per month.
4.6 Taxes. The fees, advances and other amounts owing to Microsoft
-----
pursuant to this Agreement do not include taxes or other governmental fees.
Company will pay all taxes and other governmental fees arising out of or related
to all
**Confidential treatment has been
requested with respect to the
information contained within the
"[**]" markings. Such marked portions
have been omitted from this filing and have
been filed separately with the Securities and
Exchange Commission
3
transactions undertaken pursuant to this Agreement, other than taxes on
Microsoft income and revenue, and will provide Microsoft with appropriate
evidence of such payment upon request.
4.7 Audits. Microsoft will maintain during the Term and for at least
------
twelve (12) months thereafter all of its regular books of account relating to
Copies distributed via the Service and amounts owing to Microsoft hereunder. If
Company believes in good faith that Microsoft invoiced Company in excess of
amounts actually owing pursuant to paragraph 4.2, Company will have the right at
Company's sole expense to audit such books of account, subject to the following:
(a) Company will provide Microsoft with at least thirty (30) days' prior written
notice of such audits; (b) audits may occur only during Microsoft's regular
business hours, and at the location where such books of account are maintained
by Microsoft or such other location reasonably specified by Microsoft; (c)
Company will cooperate with Microsoft in good faith to avoid and limit any
disruption of such audits to Microsoft's business and operations; (d) such audit
will be conducted by an independent accounting firm, acceptable to Microsoft and
compensated by Company in a manner that is not affected by the outcome of the
audit (e.g., no contingency fees); (e) the auditors provide Microsoft with all
results and other communications to Company related to the audit at the same
time such auditors provide such communications to Company; (f) audits may not
occur more than once during the Term, may not exceed three (3) consecutive days
and must be completed within twelve (12) months after the end of the Term; (g)
the auditors provide their final conclusions of the audit to Company and
Microsoft simultaneously and within thirty (30) days after the last day of the
audit. Any information disclosed to or otherwise learned by Company or its
auditors in connection with an audit conducted pursuant to this paragraph
constitutes Confidential Information (as the term is used in Section 9) of
Microsoft and subject to the limitations on use set forth in paragraph 9.1.
Section 5. Term and Termination
5.1 Term. This Agreement is binding upon signature and the "Term"
----
will be in effect for a period of [**] commencing December 25, 1999.
Additionally, Microsoft and Company hereby acknowledge and agree that, upon
December 25, 1999, this Agreement shall supersede and replace in its entirety
the "Hotmail WebCourier Contract" dated as of June 24, 1997 between Microsoft
and Imagine, Inc.
5.2 Termination. Either party may immediately terminate this
-----------
Agreement upon written notice if the other party breaches the Agreement in any
material respect, and the breach remains uncured for a period of ten (10) days
following the breaching party's receipt of written notice of the breach from the
non-breaching party.
5.3 Microsoft Termination. Notwithstanding paragraph 5.1, Microsoft
----------------------
may terminate this Agreement upon thirty (30) days' prior written notice if
Microsoft ceases to offer the Service. In such a case, Microsoft will return to
Company a pro rata portion of the Advance actually paid to Microsoft (less any
additional fees incurred by Company hereunder as of the date of termination). If
fees incurred by Company hereunder exceed the amount of the pro rated Advance
actually paid by to Microsoft as of the date of termination, Microsoft will
invoice, and Company will promptly pay, any additional amounts owing hereunder.
5.4 Survival. This paragraph and Sections 3.6 (Changes to
--------
Newsletter), 4 (Consideration) (Representations and Warranties), 7
(Indemnification), 8 (Limitation of Liability), 9 (Confidentiality), and 10
(General) shall survive any termination of this Agreement, together with all
obligations, rights and causes of action that may have accrued prior to
termination, along with any other provisions that might reasonably be deemed to
survive such termination.
Section 6. Representations and Warranties
6.1 Company. Company represents and warrants that:
-------
(a) Company has the full corporate rights, power and authority to
enter into this Agreement and to perform the acts required of it hereunder;
(b) Company has the right to terminate the Imagine Hotmail
Webcourier Contract as set forth in Section 5.1;
(c) Company's execution and performance of this Agreement do not
and will not violate any agreement to which Company is a party or by which
Company is otherwise bound, or any applicable law, rule or regulation;
**Confidential treatment has been
requested with respect to the
information contained within the
"[**]" markings. Such marked portions
have been omitted from this filing and have
been filed separately with the Securities and
Exchange Commission
4
(d) the Newsletter does not and will not violate any third party
IPRs or give rise to any obligation for the payment of any sums to any
third party by Microsoft or Microsoft's successors in interest;
(e) the Newsletter (in whole or in part) does not and will not
violate the limitations set forth in paragraph 3.4;
(f) it will not harvest or otherwise collect through the Service
information about Subscribers, including e-mail addresses, without
Subscribers' express consent;
(g) it will not link the Service or Hotmail to any unsolicited
communication sent to any third party, or otherwise use or mention the
Service or Hotmail in connection with any such unsolicited communication;
and
(h) it has in effect a privacy policy that is available online to
Subscribers and that meets or exceeds the applicable standards of an
industry recognized online privacy organization (e.g., the TRUST.E Program,
BBB OnLine), and it will adhere to the information gathering,
dissemination, privacy protection and other practices specified in such
privacy policy.
6.2 Microsoft: Microsoft represents and warrants to the Company that
----------
has the full corporate rights, power and authority to enter into this Agreement
and to perform the acts required of it hereunder.
6.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE
-------------------
SERVICE, NEWLETTER, HOTMAIL, AND ANY MATERIALS OR OTHER SERVICES PROVIDED BY OR
ON BEHALF OF MICROSOFT PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND WITH
ALL DEFECTS. MICROSOFT HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND
CONDITIONS, EXPRESS OR IMPLIED, OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, TITLE, NONINFRINGEMENT, COMPATIBILITY, SECURITY, AND CONDITION
OR OPERATION OF THE FOREGOING. MICROSOFT DOES NOT WARRANT THE CONTINUED OR
UNINTERRUPTED OPERATION OF THE INTERNET, SERVICE, OR HOTMAIL.
6.4 Date Warranty: Each party represents and warrants that the
--------------
information technology, financial, operational, communication and other systems
and processes used by such party in connection with performing its obligations
pursuant to this Agreement will not be interrupted or adversely affected by the
manipulation, processing, comparison, display or calculation of dates from, into
and between the twentieth and twenty-first centuries, including leap years, and
each agrees to cooperate with the other party to promptly remedy any such error.
Section 7. Indemnification
7.1 Company. The Company will indemnify and hold harmless Microsoft
-------
against, and will defend or settle at the Company's expense, any and all
actions, claims, liabilities, losses, damages, costs, expenses, judgments and
penalties, including but not limited to reasonable attorneys' fees, or other
proceeding brought by third parties against Microsoft to the extent based on a
claim that, if true would (a) result from any misrepresentation or breach of
representation or warranty of the Company contained herein, or (b) result from
any breach of any covenant or agreement to be performed by Company hereunder.
7.2 Microsoft. Microsoft will indemnify and hold harmless the Company
---------
against, and will defend or settle at Microsoft's expense, any action actions,
claims, liabilities, losses, damages, costs, expenses, judgments and penalties,
including but not limited to reasonable attorneys' fees, or other proceeding
brought by third parties against Company to the extent based on a claim that, if
true would (a) result from any misrepresentation or breach of representation or
warranty of Microsoft contained herein, or (b) result from any breach of any
covenant or agreement to be performed by Microsoft hereunder.
7.3 Procedure. The party to be indemnified, defended and held
---------
harmless pursuant to paragraph 7.1 or 7.2 will: (a) provide the indemnifying
party with prompt written notice of any such claim, (b) permit the indemnifying
party to assume and control the defense of such action, and (c) not enter into
any settlement or compromise of any such claim without the indemnifying party's
prior written consent (not to be unreasonably withheld). The indemnifying party
will pay any and all costs, damages, and expenses (including but not limited to
reasonable attorneys' fees and costs) awarded against or incurred by the
indemnified party in any such action or proceeding attributable to any such
claim. The indemnified party may also retain counsel at its own expense in
connection with the defense or settlement of any such claim.
Section 8. Limitation of Liability
8.1 Limitation of Remedies. EXCEPT TO THE EXTENT ARISING PURSUANT TO
-----------------------
SECTION 7 OR A BREACH OF SECTION 9, UNDER NO CIRCUMSTANCE SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY
5
FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF
THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR
OTHERWISE RELATED TO THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF
REVENUE, PROFITS, ACCOUNTS OR LOST BUSINESS, AND WHETHER ARISING IN CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
8.2 Limitation of Damages. EXCEPT TO THE EXTENT ARISING PURSUANT TO
---------------------
SECTION 7 OR A BREACH OF SECTION 9, UNDER NO CIRCUMSTANCE SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR DAMAGES IN EXCESS OF AMOUNTS ACTUALLY PAID AND
OWING TO MICROSOFT HEREUNDER.
Section 9. Confidentiality
The parties acknowledge and agree that the Microsoft Non-Disclosure Agreement
dated as of _________________ ("NDA") entered into by and between the parties
applies to this Agreement as if fully set forth herein and that all of the terms
of this Agreement (including but not limited to its existence) and all
discussions and negotiations related thereto are considered Confidential
Information (as that term is defined in the NDA) of Microsoft under the NDA. If
Company has not executed a NDA, Company agrees to sign the NDA attached hereto
as Exhibit B and return it to Microsoft with this Agreement. Upon termination or
expiration of this Agreement, each party will destroy (or upon the other party's
request return) any and all Confidential Information of the other party in its
possession or control.
Section 10. General.
10.1 Notices. All notices and requests in connection with this
-------
Agreement will be deemed given (a) when personally delivered, (b) when delivered
by facsimile or telex, (c) the next business day following delivery to a
nationally recognized courier service guarantying next-day delivery, or (d) five
(5) business days after being placed in the United States mail, postage prepaid,
certified or registered, return receipt requested, as follows:
Notices to Company: Notices to Microsoft:
------------------ --------------------
Xxxxxxxx.xxx d/b/a XXX.xxx Microsoft Corporation
250 Executive Park, Suite 0000 Xxx Xxxxxxxxx Xxx
Xxx Xxxxxxxxx, XX 00000 Xxxxxxx, XX 00000-0000
Attn.: Xxxxx Xxxxxxxxx Attn.: Xxxxx Xxxxxxxx
------------------------
Telephone: (000) 000-0000 Telephone: (000) 000-0000
----------------
Fax: (000) 000-0000 Fax: (000) 000-0000
----------------
Copy to: Copy to:
Xxxxxxxx.xxx, Inc. Microsoft Law & Corporate Affairs
250 Executive Park, Suite 4000 One Microsoft Way
San Francisco, CA 94134 Xxxxxxx, XX 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
Attn.: Legal Department Attn.: Xxxxxxx Xxxxx
or to such other address as the party to receive the notice or request so
designates by at least ten (10) days prior written notice to the other party.
10.2 Independent Contractor. Company is an independent contractor, and
----------------------
nothing in this Agreement will be construed as creating an employer-employee
relationship, partnership, or joint venture between the parties.
10.3 Governing Law. This Agreement will be governed by the laws of the
-------------
State of Washington. Company hereby irrevocably consents to the personal
jurisdiction of, and exclusive venue for any legal proceeding commenced by or on
behalf of Company in, the state and federal courts sitting King County,
Washington, USA. In any suit or action to enforce any right or remedy under this
Agreement or to interpret any provision of this Agreement, the prevailing party
will be entitled to recover its costs, including reasonable attorneys' fees.
10.4 Assignment. Company may not assign, sub-license, transfer,
----------
encumber or otherwise dispose of this Agreement without Microsoft's prior
written approval. Any attempted assignment, sub-license, transfer,
encumbrance or other disposal of this Agreement by Company without Microsoft's
prior written approval will be void and will constitute a material default and
breach of this
6
Agreement. Except as otherwise provided, this Agreement will be binding upon and
inure to the benefit of the parties' successors and lawful assigns.
10.5 Publicity. No press releases, public statements, promotions or
----------
advertising concerning the existence of this Agreement, shall be made or
released in any medium except with the prior written approval of both parties.
10.6 Headings. The section headings used in this Agreement are
--------
intended for convenience only and will not be deemed to affect in any manner the
meaning or intent of this Agreement or any provision hereof.
10.7 Modification. This Agreement may not be modified except by a
------------
written agreement dated subsequent to the date of this Agreement and signed on
behalf of Company and Microsoft by their respective duly authorized
representatives.
10.8 Waiver. No waiver of any breach of this Agreement will constitute
------
a waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver will be effective unless made in writing and
signed by the waiving party.
10.9 Severability. To the extent that any provision of this Agreement
------------
conflicts with governing law or any provision is held to be null, void or
otherwise ineffective or invalid by a court of competent jurisdiction, (a) such
provision will be deemed to be restated to reflect as nearly as possible the
original intentions of the parties in accordance with applicable law, and (b)
the remaining terms, provisions, covenants and restrictions of this Agreement
will remain in full force and effect.
10.10 Counterparts. This Agreement may be executed in one or more
------------
counterparts, all of which taken together will constitute one agreement
10.11 Entire Agreement. Subject to Section 9, this Agreement
----------------
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements or
communications between the parties.
The parties have caused this Agreement to be executed by their duly authorized
representatives as of the date written above.
Microsoft Company
MICROSOFT CORPORATION XXXXXXXX.XXX d/b/a XXX.XXX
One Microsoft Way 000 Xxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000 Xxx Xxxxxxxxx, XX 00000
By /s/ XXXX XXXX
---------------------------- -----------------------------------
(Sign) (Sign)
XXXX XXXX
------------------------------- -----------------------------------
Name (Print) Name (Print)
CEO
------------------------------- -----------------------------------
Title Title
10-28-99
------------------------------- -----------------------------------
Date Date
00-00-00000
-----------------------------------
Company's Federal Employer ID Number
7
