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Sample Business Contracts

iMap Agreement - USinternetworking Inc. and Take to Auction.com Inc.

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Version Date: September 16, 1999

                                                       USi Agreement Number: 113

                                 iMAP AGREEMENT

USinternetworking, Inc. ("USi"), a Delaware corporation with its principal
office located at One USi Plaza, Annapolis, MD 21401-7428 and taketoAuction
("Client"), a Florida corporation, with its principal office located at 2335
N.W. 107th Avenue, Miami, FL 33172, hereby agree that the following terms and
conditions will apply to each iMAP Solution provided under this iMAP Agreement
("Agreement").

1.       SCOPE OF SERVICE

1.1      Services
         USi will provide the services as defined in individual Product
         Schedules which will be mutually agreed upon, attached hereto and
         incorporated herein as Exhibit A. The Product Schedules may be modified
         by mutual written agreement. Changes or additions to work performed
         under each Product Schedule may require changes in the resources
         provided by USi and may result in additional costs or charges in each
         Product Schedule.

1.2      Separate Agreement
         Each Product Schedule shall reflect a separate agreement of the
         parties, and, unless otherwise clearly specified in writing, the terms
         and conditions of each Product Schedule shall be independent of and
         shall have no impact upon, the provisions of any other Product
         Schedule.

1.3      Additional Services
         Client may order additional iMAP Solutions or add on to existing iMAP
         Solutions by contacting USi. USi will send Client a Product Schedule,
         based on USi's formal requirements analysis and/or proposal for the
         additional services, specifying the terms of the iMAP Solution,
         including the payment(s) due for each ordered item. Client may accept
         the terms of the iMAP Solution by signing that Product Schedule and
         returning it to USi. All executed Product Schedules will become part of
         this Agreement and will be covered by all of this Agreement's terms and
         conditions.

2.       DEFINITIONS

2.1      "Acceptable Use Policy" shall mean USi's policy on the use of its
         Global Network. The Acceptable Use Policy can be viewed at
         http://www.usi.net/usepolicy.html.

2.2      "Addenda" shall mean any written document executed by both parties
         which modifies the terms of this Agreement or any executed Product
         Schedule.

2.3      "Agreement" shall mean this iMAP Agreement, any and all Exhibits
         attached hereto and all Product Schedules attached simultaneously with
         the execution of the Agreement or agreed upon and executed subsequent
         hereto.

2.4      "Consulting and Implementation Services" shall mean the services
         provided by USi as part of the iMAP Solution and may be set forth in
         the Product Schedule as applicable.

2.5      "Content" means any and all text, multimedia or images (graphics, audio
         and video), data and the like provided by Client and installed on a
         server, which shall be subject to the terms and conditions set forth in
         the Product Schedule and Acceptable Use Policy.

2.6      "Customization" shall mean any customized deliverable created by USi as
         part of the iMAP Solution.

2.7      "Documentation" shall mean the Software Application user manual(s) and
         any other materials supplied by USi concurrently with the delivery of
         and for use with the iMAP Solution.

2.8      "Global Network" shall mean USi's Internet-based data center and
         network.


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2.9      "Hardware" shall mean any computing or networking equipment USi uses
         and/or provides to Client for its use as part of the iMAP Solution.

2.10     "iMAP Solution" shall mean the collective bundling of any and all
         Consulting and Implementation Services, Customization, access to the
         Global Network, Hardware, Project Software, Software Application(s),
         USi Software and Work Product, as outlined in each executed Product
         Schedule.

2.11     "Product Schedule" shall mean a written order for any iMAP Solution
         accepted by USi and executed by both parties, which shall be subject to
         the terms and conditions of this Agreement and which, at a minimum,
         shall contain a description of the work to be undertaken and the
         obligations and responsibilities of each party related to that Product
         Schedule.

2.12     "Project Software" shall mean any software developed by USi under this
         Agreement or any Product Schedule.

2.13     "SLA" shall mean the Service Level Agreement specified in each Product
         Schedule.

2.14     "Software Application" shall mean the Third Party computer software USi
         provides to Client for its use as part of the iMAP Solution.

2.15     "Third Party" shall mean any natural person or legal entity other than
         USi and Client.

2.16     "USi Software" shall mean certain software which was developed by USi
         independently of this Agreement or pursuant to the terms of this
         Agreement as may be required for customization.

2.17     "Work Product" shall mean all Consulting and Implementation Services
         performed and/or created by USi solely for Client under this Agreement
         as well as any other products of its work created hereunder solely for
         Client which may consist of reports, designs, data or similar
         materials.

3.       LICENSE

3.1      Rights Granted
         In accordance with the terms of this Agreement, USi grants to Client a
         limited, nontransferable, non-exclusive license to use the iMAP
         Solution included in the executed Product Schedules attached hereto for
         the sole purpose of supporting the operations of Client's business as
         described in the Product Schedule. Notwithstanding anything to the
         contrary, Client may not use the iMAP Solution in a resale capacity, to
         process and/or analyze the data of a Third Party as a service bureau or
         on any Hardware other than as set forth in the relevant Product
         Schedule.

3.2      Ownership
         Except as expressly provided in Section 11 below, all components except
         as outlined in product schedule in "Additional Ownership Rights" of the
         iMAP Solution provided to Client shall remain at all times the property
         of USi and/or its Third Party Software Application vendors and contain
         trade secrets and other valuable proprietary information of USi and/or
         its Third Party vendor.

3.3      Effective Date
         This Agreement shall be effective on the date it is executed by USi,
         and shall remain in effect for the Term unless terminated in accordance
         with the provisions set forth in this Agreement.

3.4      Software
         Client acknowledges and understands that USi may provide to Client (a)
         USi Software and/or (b) Software Applications owned by Third Parties
         which USi uses under license agreements from Third Parties defined in
         Section 2.14 as "Software Application." Client acknowledges that (a)
         title to all such USi Software and Software Application remains with
         and is subject to the proprietary rights of USi or its Third Party
         vendor, and (b) such USi Software and Software Application contain
         trade secrets and other valuable proprietary information of USi or its
         Third Party vendor.
3.5      Restrictions


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         Client agrees it shall not: (a) alter or modify the USi or Software
         Application or any part thereof; (b) copy or duplicate, or permit a
         Third Party to copy or duplicate, the USi Software or Software
         Application or any part thereof or (c) reverse engineer, decompile or
         disassemble USi Software or Software Application, unless otherwise
         provided in the relevant Product Schedule.

3.6      Non-Transferable
         Client agrees not to license, sell, transfer, lease or disclose the USi
         Software or Software Application to any Third Party.

4.       TERM

4.1      Agreement Term
         The term of this Agreement (the "Term") shall commence on the Effective
         Date and shall expire five (5) years thereafter unless (a) either
         terminated pursuant to the terms of this Agreement or (b) extended by
         mutual written agreement.

4.2      Product Schedule
         Each individual Product Schedule shall include a period of performance.
         In the event that any Product Schedule period of performance extends
         beyond the Term, the Term shall automatically be extended and remain in
         effect until such time as the Product Schedule period of performance is
         completed.

5.       PAYMENTS

5.1      Fees
         As compensation for the license of the iMAP Solution granted to Client
         and the provisions of services as applicable, Client agrees to pay the
         amount(s) specified in each executed Product Schedule. Any fee
         specified in a Product Schedule will only remain in effect until the
         date specified in the Product Schedule.

5.2      Payment Terms
         Unless otherwise specified in the Product Schedule, payments will be
         due and payable to USi within thirty (30) days of Client's receipt of
         USi's invoice. Such invoices will be generated in accordance with the
         terms specified in each Product Schedule. USi reserves the right, in
         USi's absolute discretion, to perform a credit check on Client.

5.3      Taxes
         Client shall be responsible for the payment of all taxes associated
         with this Agreement or its use of the iMAP Solution (other than taxes
         based on USi's net income), including, but not limited to, personal
         property taxes, import taxes, taxes on telecommunication services,
         information services, data processing services or similar governmental
         charges that may be assessed by any jurisdiction, whether based on
         gross revenue or delivery of products or services. If USi is required
         to pay any such taxes directly, Client shall, upon receipt of USi's
         invoice, reimburse USi for any amount that USi has paid.
         Notwithstanding the above, Client shall not be required to pay those
         taxes from which Client is legally exempt.

5.4      Insurance
         Client shall obtain and maintain adequate liability insurance and
         insurance against loss or damage to USi's Hardware located on Client's
         premises. Upon request, Client shall furnish to USi a Certificate of
         Insurance or other evidence of insurance coverage.

5.5      Interest
         Any payments not made when due will be subject to an interest charge of
         one and one-half percent (1.5%) per month, unless applicable law
         specifies a lower lawful rate of interest, in which case past due
         payments shall bear interest at that lower maximum rate.


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6.       WARRANTIES

6.1      Performance Warranty
         USi warrants that: (a) work performed to complete any Product Schedule
         will be performed by qualified personnel in a professional, workmanlike
         manner, consistent with the prevailing standards of the industry; and
         (b) it will use commercially reasonable efforts to complete each
         Product Schedule.

6.2      Authority Warranty
         USi warrants that it has the authority to license the Software
         Application(s) for the purposes set forth in this Agreement and the
         Product Schedule. Client acknowledges and agrees that its sole and
         exclusive remedies for breach of this warranty are set forth in Section
         8.1 of this Agreement.

6.3      Limitation
         Unless otherwise expressly provided herein or in a Product Schedule,
         neither USi nor any of its service providers, licensors, employees or
         agents warrant (a) that the functions contained in the iMAP Solution
         provided hereunder will meet Client's requirements or (b) that the
         operation of the iMAP Solution will be uninterrupted or error free or
         (c) that the products or services will have the capacity to meet the
         demand during specific hours. USi will not be liable for any damages
         that Client may suffer arising out of use, or inability to use, the
         products or services provided hereunder. USi will not be liable for
         unauthorized access to or alteration, theft or destruction of Client's
         data files, programs, procedures or information through accident,
         fraudulent means or devices, or any other method, unless such access,
         alteration, theft or destruction is caused as a result of USi's gross
         negligence or intentional misconduct.

6.4      Exclusion
         THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES
         AND CONDITIONS, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
         LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.

7.       CLIENT CARE

7.1      Client Assistance Center
         Under the Client Care program, USi will provide a level of service
         concerning Client's iMAP Solution as outlined in each specific Product
         Schedule. In all cases, Client will have availability to USi's Client
         Assistance Center twenty-four (24) hours per day, seven (7) days per
         week, three hundred sixty-five (365) days per year. Client acknowledges
         and agrees that all calls into the Client Assistance Center are public
         and may be monitored and/or recorded for quality control purposes.

7.2      Service Level Agreements
         USi will provide a Service Level Agreement with each iMAP Solution
         which will be stated in each executed Product Schedule. Specific
         remedies for USi's failure to meet the applicable Service Level
         Agreement will be stated in each executed Product Schedule.

7.3      Maintenance Window
         USi has established set maintenance windows on Tuesday and Friday
         mornings between the hours of 2am and 6am (ET). During this time, USi
         reserves the right to take down a Client's server(s) in order to
         conduct routine maintenance checks to both software and hardware. If a
         Client's server(s) will be down for more than two (2) minutes within
         this pre-established window, USi will advise Client of such prior to
         any scheduled maintenance downtime. USi will not be responsible for any
         damages or costs incurred by Client, if any, for scheduled down time.
         USi reserves the right to change its maintenance window upon prior
         notice to Client.


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8.       INDEMNITY OBLIGATIONS

8.1      USi Indemnity Obligations

         USi will (a) defend Client against any final claim that the products or
         services delivered by USi infringe a patent, copyright, trade secret,
         or other proprietary right in the United States; and (b) pay costs,
         damages and attorney's fees finally awarded against Client as a result
         of such claims.

         (a)      Infringement Remedies. In addition to defending Client as
                  stated above, if a claim occurs, or in USi's opinion, is
                  likely to occur, USi will, at its sole option and expense,
                  (subject to its agreement with Software Application vendors)
                  either (i) procure Client the right to continue using the
                  Software Application in question, or (ii) replace or modify
                  the infringing Software Application so that it becomes
                  noninfringing; provided that the Software Application's
                  functionality are not materially and adversely affected by
                  such replacement or modification. If neither of these
                  alternatives is reasonably available, Client shall return the
                  Software Application at issue and USi will refund the amount
                  paid by Client to USi for such Software Application as
                  depreciated. The depreciation shall be an equal amount per
                  year over a three (3) year life commencing with the date of
                  installation.

         (b)      Exclusions. USi shall not be liable for infringement claims
                  based on (i) the combination, operation or use of Software
                  Application with hardware, data or software not supplied by
                  USi if the claim would have been avoided by use of other
                  hardware, data or software; or (ii) modifications to Software
                  Application if the modifications were not made by USi.

8.2      Client Indemnity Obligations
         Client will (a) defend USi against any claims by Third Parties arising
         from Client's use of Software Application or iMAP Solution provided by
         USi hereunder excluding, however, (i) proprietary rights infringement
         claims under Section 8.1; and (ii) claims for bodily injury or damages
         to tangible personal property proximately caused by the negligent act,
         error or omission of USi and (b) pay costs, damages and attorney's fees
         finally awarded against USi and any settlement costs incurred as a
         result of such claims.

8.3      Conditions
         The indemnification obligations set forth above in Sections 8.1 and 8.2
         are contingent upon compliance with the following conditions by the
         party seeking indemnification:

         (a)      Providing prompt written notice of a claim within twenty (20)
                  days of its service upon indemnified party;


         (b)      Providing all information and evidence within its control
                  which is necessary for the indemnifying party to conduct a
                  defense; and

         (c)      Providing the indemnifying party with sole control of the
                  defense and all related settlement negotiations. However, the
                  non-indemnifying party may participate in the defense or
                  settlement of the claim at its own expense.

8.4      Limitations of Remedy
         This Section 8 states the entire obligations of the parties with
         respect to indemnity or infringement of copyrights, patents, trade
         secrets or other intellectual property or proprietary rights.

9.       LIMITATION OF LIABILITY

9.1      Limitation of Liability
         USi's entire liability and Client's exclusive remedies are set forth in
         this Section 9, Section 6 WARRANTIES, Section 8 INDEMNITY OBLIGATIONS
         and Section 10 TERMINATION. USi's liability to Client for damages
         (regardless of the form of action, whether in contract, tort, warranty
         or otherwise) shall in no event exceed three (3) times the monthly fee
         paid by the Client to USi under this


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         Agreement for the one (1) month period immediately preceding the event
         which caused the damage or injury.

9.2      Disclaimer of Damages
         EXCEPT IN THE CASE OF CLIENT'S BREACH OF USi'S INTELLECTUAL PROPERTY
         RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
         INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF PROFIT, REVENUE,
         OR DATA, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
         SUCH POTENTIAL LOSS OR DAMAGES. CLIENT FURTHER AGREES THAT USi SHALL
         NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CLIENT OR USi BY ANY
         THIRD PARTY, EXCEPT TO THE EXTENT EXPRESSLY COVERED UNDER SECTION 8
         INDEMNITY OBLIGATIONS OR SECTION 9 LIMITATION OF LIABILITY.

10.      TERMINATION

10.1     Termination for Breach
         Either party may terminate this Agreement immediately upon written
         notice to the other party if the other party materially breaches any
         obligation under this Agreement and fails to cure such breach within
         thirty (30) days after receiving notice of the breach. Unless otherwise
         agreed in writing, termination of this Agreement shall also
         automatically terminate all Product Schedules which are incomplete at
         the time of termination. Termination of one Product Schedule shall have
         no effect on any other Product Schedule or the Agreement so long as the
         party in default of the Product Schedule being terminated complies with
         the terms and conditions of the Agreement and other Product Schedules.
         Notwithstanding anything to the contrary, either party shall have the
         right to terminate this Agreement and the license granted herein in the
         event the other party (a) terminates or suspends its business, (b)
         becomes subject to any bankruptcy or insolvency proceeding under
         Federal or state statute, (c) becomes insolvent or becomes subject to
         direct control by a trustee, receiver or similar authority, or (d) has
         wound up liquidated, voluntarily or otherwise. In the event of
         termination by reason of Client's failure to comply with any part of
         this Agreement, or upon any act which shall give rise to USi's right to
         terminate, USi shall have the right, at any time, to terminate the
         license and take immediate possession of the iMAP Solutions and all
         copies wherever located, without demand or notice. Within ten (10) days
         after termination of the license, Client shall return to USi all
         tangible portions of the iMAP Solutions, including any Hardware
         provided by USi and any Software in the form provided by USi or as
         modified, or, upon request by USi, destroy all tangible portions of the
         iMAP Solutions and all copies, and certify in writing that they have
         been destroyed. Termination of this Agreement shall not relieve Client
         of its obligations regarding confidentiality under Section 12 below.
         Lastly, no cure period shall be afforded in an event of a breach of
         Sections 3 or 12.1, for which USi shall be entitled to all legal and
         equitable remedies, including but not limited to, injunctive relief,
         without requirement of bond.

10.2     Effect of Termination
         Termination of this Agreement for any reason shall not affect any past
         or future sums due USi under this Agreement or any additional remedies
         provided by law or equity to USi. All rights that have been granted to
         Client shall immediately be terminated and all unpaid charges accrued
         under this Agreement shall become immediately due and payable upon the
         happening of any event of termination. The Parties also agree to return
         to one another, within sixty (60) days of a request, any property, data
         sheets, schematics, samples, customer lists, confidential information,
         in whatever form or media which are used by a disclosing party or which
         are furnished to a recipient.
10.3     Return of Content


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         In the event of a termination of this Agreement or any Product Schedule
         for default by USi, or on account of Client's decision not to renew a
         Product Schedule at the end of the applicable period of performance
         defined in each Product Schedule, USi shall deliver to Client, at no
         additional cost to Client, and in a format and on a date mutually
         agreeable to both parties, (i) all data contained on Hardware (Section
         2.9) used in the iMAP Solution delivered to Client; (ii) all Content
         (Section 2.5), (iii) all Project Software (Section 2.12); and (iv) all
         Work Product (Section 2.17). Client agrees that, after termination of
         this Agreement or a specific Product Schedule, (a) USi shall have no
         obligation to support the Work Product or Project Software; (b) Client
         may use the Work Product and Project Software solely to support the
         internal operations of its business; (c) Client may not resell,
         disclose, or allow access to, the Work Product or Project Software to
         any Third Party; and (d) USi reserves all rights to (i) the use of the
         Work Product or Project Software in whatever manner USi chooses,
         including in the support of iMAP Solutions provided to other USi
         clients; and (ii) the IP addresses or address blocks assigned by USi in
         support of the iMAP Solution delivered to Client under this Agreement
         and related Product Schedule(s).

11.      SOFTWARE AND WORK PRODUCT DEVELOLPED UNDER AGREEMENT

11.1     Title
         Except as otherwise provided for in Section 11.2 below or as may be
         expressly agreed in any Product Schedule, USi shall retain title to and
         ownership of any (a) Hardware provided by USi; (b) any Software
         Application(s); and (c) any USi Software. To the extent that Project
         Software contains any USi Software or Software Application(s), such
         Project Software is subject to restrictions as may be applicable to the
         USi Software or Software Application(s) which is incorporated therein.

11.2     Client Ownership
         Client shall retain title to and all ownership rights (a) in any Work
         Product; (b) in any Project Software; and (c) in Content, but grants
         USi a perpetual, royalty-free license to use the Work Product and
         Project Software pursuant to Section 10.3(d), and all items outlined in
         product schedule in "Additional Ownership Rights.".

12.      GENERAL PROVISIONS

12.1     Nondisclosure
         Each party shall retain in confidence all proprietary information
         transmitted to the other that the disclosing party has identified in
         writing as being proprietary and/or confidential, and will make no use
         of such information except under the terms and during the term of this
         Agreement. Client agrees to use all reasonable precautions and take all
         necessary steps to prevent the iMAP Solution from being acquired by
         unauthorized persons, and to take appropriate action, by instruction,
         agreement, or other-wise, with regard to all persons permitted access
         to the iMAP Solution, in order to ensure the iMAP Solution is
         protected. Client shall not disclose the iMAP Solution to any person
         for any purpose other than as provided in this Agreement. However,
         neither party shall have an obligation to maintain the confidentiality
         of information that (a) it has rightfully received from another party
         prior to its receipt from the disclosing party; (b) the disclosing
         party has disclosed to a Third Party without any obligation to maintain
         such information in confidence, (c) enters the public domain or becomes
         generally known to the public by some action other than breach of this
         Agreement by the receiving party; or (d) is independently developed by
         the receiving party. Each party shall safeguard proprietary and
         confidential information disclosed by the other using the same degree
         of care it uses to safeguard its own proprietary and confidential
         information but, in no event, shall use less than a reasonable degree
         of care. Each


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         party's obligation under this paragraph shall extend for a period of
         three (3) years following termination or expiration of this Agreement.

12.2     Assignment
         Neither this Agreement nor any rights granted hereunder may be sold,
         leased, assigned or otherwise transferred, in whole or in part by
         Client by operation of law otherwise, and any such attempted assignment
         shall be void and of no effect without the advance written consent of
         USi, such consent not to be unreasonably withheld or delayed; provided,
         however, that such consent shall not be required if Client assigns this
         Agreement to a wholly owned subsidiary or in connection with a merger,
         acquisition, or sale of all or substantially all of its assets, unless
         the surviving entity is a competitor of USi. USi reserves the right to
         assign its right to receive and collect payments hereunder without the
         consent of Client.

12.3     Governing Law
         This Agreement shall be governed by and con-strued in accordance with
         the laws of the State of Maryland, without regard to conflicts of law.
         The parties to this Agreement consent to the exclusive jurisdiction and
         venue of the state and federal courts sitting in or for Anne Arundel
         County, Maryland.

12.4     Waiver
         No waiver of any breach of any provisions of this Agreement shall
         constitute a waiver of any other breach of the same or any other
         provision of the Agreement, and no waiver shall be effective unless
         made in writing.

12.5     Severability
         In the event that any term or provision of this Agreement conflicts
         with the law under which this Agreement is to be construed, or if any
         such provision is held invalid by a court with jurisdiction over the
         parties to this Agreement, such provision shall be restated to reflect,
         as nearly as possible, the original intentions of the parties in
         accordance with applicable law, and the remainder of this Agreement
         shall remain in full force and effect.

12.6     Enforcement
         Both parties agree to pay all reasonable costs and expenses the other
         party incurs in successfully enforc-ing this Agreement, including
         reasonable attorneys' fees.

12.7     Force Majeure
         Neither party shall be liable for any delay or failure in performance
         due to Force Majeure, which shall mean acts of God, earthquake, labor
         disputes, changes in law, regulation or government policy, riots, war,
         fire, epidemics, acts or omissions of vendors or suppliers,
         transportation difficulties or other occurrences which are beyond
         either party's reasonable control. In the event that USi is prevented
         or delayed in the delivery or installation of the iMAP Solution for
         reasons beyond its control, such delivery or installation shall take
         place as soon thereafter as is reasonably possible. This provision
         shall not apply to any obligation of Client to pay money under this
         Agreement or any Product Schedule.

12.8     Notice

         Any notice or invoice required or permitted under this Agreement shall
         be in writing and delivered by hand or mailed by overnight express
         charges prepaid or certi-fied mail with return receipt requested to the
         address set forth above. Notices or invoices shall be deemed received
         when delivered.

12.9     Hiring
         Client and USi agree that during the term of this Agreement and for one
         (1) year thereafter, they will not, without prior written consent of
         the other, employ or offer employment to any employee of the other who
         has worked to a material extent on matters relating to this Agreement
         or the provision of USi services by USi hereunder.
12.10    Survival


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         The terms of Sections 3, 4, 5, 8, 9, 11 and 12 shall survive the
         termination or expiration of this Agreement.

12.11    Acceptable Use Policy
         Client agrees at all times, and to require and enforce its employees,
         agents and contractors at all times, to comply with the USi Acceptable
         Use Policy, the terms of which may be modified from time to time by USi
         on the website referred to above in Section 2.1. Client agrees to
         indemnify and hold USi harmless from any damages, costs and expenses
         incurred by USi caused by the breach of this provision.

12.12    Third Party Rights
         The provisions of this Agreement are solely for the benefit of the
         parties hereto and not for the benefit of any Third Parties.

12.13    Entire Agreement
         This Agreement (including all Product Schedules and Addenda, if any)
         contains the full under-standing between the parties and supercedes all
         prior representations or agreements, whether oral or written, with
         respect to such matters. The Agreement (including all Product Schedules
         and Addenda, if any) may only be changed by a written document signed
         by both parties. To the extent of any inconsistencies between the
         Agreement and the Product Schedule, the Product Schedule shall control,
         except if the Agreement is modified by Addenda, then the Addenda shall
         control. Principles of contract construction or rules of law that, in
         the event of inconsistency or ambiguity, would construe against the
         drafter this Agreement or any Product Schedule, shall not apply.


USinternetworking, Inc.                            taketoAuction

By: /s/ William T. Price                           By: /s/ Albert Friedman
    ---------------------------------------            -------------------------
Name: William T. Price                             Name:  Albert Friedman

Title:  Vice President and General Counsel         Title:  President and CEO

Date:  9/23/99                                     Date:  9/17/99









Usinternetworking, Inc.           Page 9              Copyright (Copyright) 1999
 iMAP Agreement 9903-7   Proprietary & Confidential     Usinternetworking, Inc.


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Version Date: September 17, 1999

                                            USi Agreement Number:     113

                                            Effective Date:  September 17. 1999

                                PRODUCT SCHEDULE

This Product Schedule is governed by and incorporated into the terms and
conditions contained in the IMAP Agreement entered into between
USinternetworking, Inc. ("USi") and taketoAuction ("Client") dated September 17,
1999. USi's Proposal to Client dated September 13, 1999 (the "Proposal") is
attached as Exhibit A to this Product Schedule, although only those Sections of
the Proposal specifically referenced below shall be incorporated into the terms
and conditions of this Product Schedule.

iMAP SOLUTION:                     USi Internet Selling application powered by
                                   BroadVision as detailed in Section 1 of the
                                   Proposal.

HOSTING OF EXISTING WEB SITE:      USi agrees to host Client's current web
                                   site for up to four (4) months at no
                                   additional charge, which  includes  the
                                   migration  of Client's  servers and network
                                   capacity to USi's Enterprise Data Center.
                                   USi shall have no  responsibility  for
                                   Client's  applications and will not provide
                                   any type of Service  Level  Agreement.  In
                                   addition,  USi shall provide, at no charge,
                                   up to thirty (30) hours of  professional
                                   services  assistance  to  maintain  or
                                   enhance  Client's  existing  web site.
                                   Additional  hours of  professional  services
                                   will be billable at an hourly rate of $160
                                   plus reasonable travel and living expenses.

                                   USi reserves the right, in its sole
                                   discretion, to withdraw the hosting of
                                   Client's existing web site should USi
                                   determine that such temporary hosting
                                   environment is not feasible or will have a
                                   negative impact on the implementation of the
                                   iMAP Solution.

PAYMENT SCHEDULE:                  Client agrees to the following Payment
                                   Schedule:

                                   1.   $40,000  due  and  payable  on  the
                                        Effective  Date  of  this
                                        Product Schedule.
                                   2.   Sixty (60) equal monthly service fee
                                        payments of $41,000 commencing
                                        December 15, 1999.

                                   All monthly service fee invoices will be
                                   issued in advance on the 15th of the month
                                   prior to the calendar month of service. This
                                   pricing is valid for the Initial Period and
                                   is exclusive of any applicable taxes,
                                   tariffs, telecommunications surcharges or
                                   other governmental fees or charges that may
                                   be imposed from time to time by applicable
                                   law or regulation.

DELIVER OF LIMITED VERSION:        As noted in Section 1.8 of the Proposal, USi
                                   will deliver the limited version of the iMAP
                                   Solution by January 31, 2000. Should USi
                                   fail to deliver this limited version as such,

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Version Date: September 17, 1999

                                   all monthly service fee payments shall be
                                   suspended until USi delivers this limited
                                   version.

EFFECTIVE DATE OF PRODUCT
SCHEDULE:                          Upon execution of this Product Schedule by
                                   both parties or another date, mutually agreed
                                   upon in writing by the parties as set forth
                                   above.

PERIOD OF PERFORMANCE:             The Period of  Performance  of this Product
                                   Schedule shall commence on the  Effective
                                   Date and shall  continue  until
                                   December 14, 2004 (the "Initial   Period").
                                   Thereafter, this Product Schedule shall
                                   automatically  renew for  successive  twelve
                                   (12) month  periods  (the "Renewal  Period")
                                   on the same terms and  conditions as herein
                                   agreed, as may be amended  from time to time,
                                   including,  but not  limited to, monthly
                                   payments as  described  below,  unless and
                                   until  either party provides  the other
                                   party  with a notice of  termination  thirty
                                   (30) days prior to the end of the  Initial
                                   Period  or any  annual  Renewal Period.

PRICE CHANGES:                     USi will notify Client sixty (60) days prior
                                   to any Renewal Period of any price changes
                                   which will become effective upon such
                                   Renewal Period.

BANDWIDTH VARIATION POLICY:        Should Client exceed bandwidth or server
                                   processing requirements of this project, USi
                                   reserves the right to amend this Product
                                   Schedule and increase the monthly fees to
                                   reflect the additional bandwidth
                                   requirements. USi will provide Client with a
                                   monthly status report o bandwidth and server
                                   usage.

CLIENT CARE:                       Under the Client Care program, Client's Help
                                   Desk will have availability to (a) USi's
                                   Client Assistance Center twenty-four (24)
                                   hours per day, seven (7) days per week, three
                                   hundred sixty-five (365)days per year and (b)
                                   the assigned Client Assistance Team during
                                   Client's designated standard business hours.

CONSULTING SERVICES:               USi will  provide  Consulting  Services as
                                   outlined in Section 1 of the Proposal.

ADDITIONAL CONSULTING SERVICES:    During the Initial Period, USi agrees to
                                   provide Client up to six hundred (600) hours
                                   of Additional Consulting Services
                                   ("Additional Services") per year in support
                                   of the periodic enhancement of the IMAP
                                   Solution. All fees for the Additional
                                   Services are included in the Payment
                                   Schedule. The scope and time frames for
                                   delivery of the Additional Services will be
                                   mutually agreed upon between both parties. In
                                   addition, the Additional Services will be
                                   provided on mutually agreeable dates
                                   scheduled at least two (2) weeks in advance.
                                   It is understood that any additional software
                                   or hardware requirements may change monthly
                                   payment installment payment plan stated
                                   above.

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Version Date: September 17, 1999


SECURITY PROCEDURES:               USi defines  certain  policies and
                                   procedures to provide the level of security
                                   associated with the iMAP Solution.  Client
                                   acknowledges and understands  that no network
                                   security  procedures can assure  complete
                                   network security or prevent all unauthorized
                                   access to the  network. These policies and
                                   procedures  will  change  over  time  to
                                   reflect emerging technologies, business
                                   practices and Internet-related issues.

SERVICE LEVEL AGREEMENT:

Usi's Service Level:

USi will provide for 99.5% Availability for the iMAP Solution application
services (as herein defined) within USi's assumed control.

"Availability" refers to a User's ability to access the application on the
appropriate USi hosted server and receive a valid response, where a "valid
response" is any reply sent by the appropriate server that is either normal
application behavior or an exception notification that can be identified and
read by the user.

"Assumed control" includes all of the following components except for those
specifically excluded in the Remedy section below:

o   network services to the ISP (Internet Service  Provider) circuit termination
    termination point on the router in USi's data center (i.e. Public Internet
    Connectivity)
o   network  services to the Private IP Carrier circuit  termination  point on
    the router in USi's data center (i.e. Private IP Network Connectivity)
o   all USi provided hardware including servers, network equipment and security
    components
o   all USi provided software, including operating systems, web servers,
    database servers, applications, utilities and customized components
o   USi managed routers on customer premises

Remedy:

In the event USi is unable to provide:

1.       Ninety-nine percent (99%) Availability in any given calendar month,
         Client shall receive a credit to their account equal to five percent
         (5%) of that month's service fees excluding rebilled circuit charges.

2.       Ninety-five percent (95%) Availability in any given calendar month,
         Client shall receive a credit to their account equal to ten percent
         (10%) of that month's service fees excluding rebilled circuit charges.

3.       Ninety percent (90%) Availability in any given calendar month, Client
         shall receive a credit to their account equal to fifteen percent (15%)
         of that month's service fees, excluding rebilled circuit charges.

If USi fails to meet ninety-five percent (95%) Availability for three (3)
consecutive calendar months, Client may terminate this Product Schedule without

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Version Date: September 17, 1999

penalty, regardless of any term remaining on the Agreement, without liability to
either party for penalties or damages associated with such termination and upon
thirty (30) days prior written notice to USi.

"Availability" percentage shall be calculated as follows:

                x = (n - Number of Hours Service is "down") * 100
                -------------------------------------------------

where "n" is the total number of hours in any given calendar month, and "x" is
the Availability percentage.

Specifically excluded from "n" in this calculation and exceptions to the levels
of Availability provided herein are (a) scheduled maintenance windows; (b)
reasons of Force Majeure (as defined in Section 12.8 of the Agreement); (c)
issues associated with Client provided hardware, software and other equipment;
(d) issues associated with Client provided or Client leased local area networks
or ISP connections; (e) use of unapproved or modified hardware or software
and/or; (t) issues arising from the misuse of the iMAP Solution by Client, its
employees, agents, customers or contractors.

In the event of a Force Majeure event, the Client shall have the option of
canceling this Product Schedule with USi if the resulting total outage time is
greater than fourteen (14) consecutive days in any six (6) month period, without
liability to either party for penalties or damages associated with such outages
or termination and upon thirty (30) days prior written notice to USi.

The remedies stated in this Section are Client's sole and exclusive remedies for
service interruption.

Client Responsibilities: This section describes Client's additional
responsibilities under this Agreement.

1. Client will designate qualified personnel to act as liaisons between Client
   and USi.

2. Client will adhere to and will require any Third Party (as defined in
   the iMAP Agreement) having access to the iMAP Solution to adhere to
   USi's Acceptable Use Policy as set forth at the following URL:
   http://www.usi.netIusepolicy.

3. Client is responsible for obtaining and complying with license terms for all
   Client-provided software, if any, which are sufficient to allow use of the
   software on the Hardware.

4. Client is solely responsible for Content, including any subsequent changes
   or updates made or authorized by Client. Client represents and warrants
   that Content: (a) will not infringe or violate the rights of any Third
   Party including, but not limited to, intellectual property, privacy or
   publicity rights of others; (b) is not abusive, profane or offensive to a
   reasonable person; or (c) will not be hateful or threatening.  Violations of
   the foregoing by Client may result in early termination of services by USi.

5. Client is solely responsible for the Contents of its transmissions and
    the transmissions of Third Parties accessing the iMAP Solution through
    Client. Client agrees to comply with U.S. and International law with regard
    to the transmission of technical data which is exported from the United
    States through the iMAP Solution. Client further agrees not to use the iMAP
    Solution a) for illegal purposes or (b) to interfere with or disrupt other
    network users, network services or network equipment. Interference or
    disruptions include, but are not limited to, distribution of unsolicited
    advertising or chain letters, propagation of computer worms and viruses, and
    use of the network to make unauthorized entry to any other machine
    accessible via the network. Violations of the foregoing by Client may result
    in early termination of services by USi.

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Version Date: September 17, 1999

6. Client shall be responsible for providing USi with end user login names
    and passwords for the purpose of authenticating and authorizing Global
    Network access by end users to the iMAP Solution.

7. Client shall be responsible for handling all communication, technical
   support to and business relations with end users who are the customers
   of Client including but not limited to responding to inquiries and
   questions.

8. Client shall be responsible for providing to USi all information
   required for the Acceptance Test in a timely manner and in form
   directed by USi. Client shall participate in the Acceptance Testing in
   good faith and with all due diligence.

9. Client shall provide USi with access to such hardware, software and
   network connections that reside on Client's premises as USi shall
   require.

10. Client shall bear the entire risk of loss or damage to USi hardware
    located at Client's premises. Client shall obtain and maintain adequate
    liability insurance and insurance against loss or damage to the hardware.
    Upon request, Client shall furnish to USi a Certificate of Insurance or
    other evidence of insurance coverage. Client shall promptly notify USi of
    any loss or damage to its hardware. In the event of loss or damage, Client,
    at USi's sole option, shall either place the hardware in good condition and
    repair or pay to USi the replacement value of the hardware. In the event
    that any such loss or damage renders the hardware inoperable in any way so
    as to cause a delay in the provision of the IMAP Solution to the Client,
    Client shall indemnify and hold USi harmless under Section 8 of the
    Agreement from any resulting claims Client or Third Parties may have.
    Furthermore, Client shall not be entitled to any Service Level Agreement
    credits for any loss of Availability due to the loss or damage to USi
    hardware located at Client's premises.

11. Client shall be responsible to perform the obligations set forth in the
    incorporated provisions of the Proposal.

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Version Date: September 17, 1999


ADDITIONAL OWNERSHIP RIGHTS:  Notwithstanding anything to the contrary in the
                              Agreement, both parties acknowledge that Client's
                              logo's, trademarks, service marks, copyrights,
                              business modules and patents, whether pending
                              or registered, without limitation, including
                              Client's site design, architecture, layout and
                              contents are the sole property of Client.

OFFER EXPIRATION DATE:                     SEPTEMBER 30,1999

USINTERNETWORKING, INC.                    TAKETOAUCTION

/s/  William T. Price                      /s/  Albert Friedman
---------------------                      -----------------------
(signature)                                (signature)

William T. Price                           Albert Friedman
----------------                           ------------------
Vice President and General Counsel         (printed name)

                                           President and CEO
                                           -----------------------------------
                                           (title)

          9/23/99                             9/17/99
-----------------------------              -------------------------------
(date)                                               (date)

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