License Agreement - Ask Jeeves Inc. and Compaq Computer Corp.
LICENSE AGREEMENT
BETWEEN
ASK JEEVES, INC. AND COMPAQ COMPUTER CORPORATION
THIS LICENSE AGREEMENT (the "Agreement") is made as of October 2, 1998 (the
"Effective Date") by and between ASK JEEVES, INC., a California corporation
("Ask Jeeves"), with its principal place of business at 918 Parker Street,
Berkeley, CA 94710 ("Ask Jeeves"), and COMPAQ COMPUTER CORPORATION ("Compaq"),
with its principal place of business at 20555 SH 249, Houston, TX 77070.
RECITALS
A. Ask Jeeves has developed and owns Internet navigation tools and
databases that simplify the process of locating information on the World
Wide Web through the use of a question and answer format (the
"Service").
B. Compaq owns and operates an Internet search engine known as Alta Vista
located at www.altavista.com ("Alta Vista").
C. Compaq would like to facilitate its users' ability to locate information
on the World Wide Web by integrating the Service into Alta Vista, and
Ask Jeeves desires to license the Service to Compaq on the terms and
conditions set forth below.
AGREEMENT
In consideration of the mutual covenants contained in this Agreement,
the parties agree as follows:
1. DEFINITIONS.
1.1 "AJ ANSWER LINK" means the specific instances of Answer Templates
contained in the Ask Jeeves Knowledgebase, excluding AV Answer
Links.
1.2 "AV ANSWER LINK" means the specific instances of Answer Templates
that are modified at the request of Compaq under the conditions
and procedures set forth in this Agreement.
1.3 "ALTA VISTA" means the search engine owned and operated by Compaq
located at www.altavista.com.
1.4 "ANNUAL PERIOD" means the twelve (12) month period beginning on
Launch Date and each twelve (12) month period thereafter
beginning on the anniversary date of the Launch Date. "Quarterly
Period" means one-quarter of an Annual Period.
1.5 "ANSWER LINK" means an AJ Answer Link or an AV Answer Link.
1.6 "ANSWER LINK RELATIONSHIP" means an agreement with a third party
to provide it the privilege of being the destination of an Answer
Link (i.e., make their site the answer to an Ask Jeeves Question)
in return for compensation.
1.7 "ANSWER LINK REVENUE" means any monetary compensation paid by a
third party, as a result of being the Answer Link to an Ask
Jeeves Question. Answer Link Revenue will be calculated on a
gross basis, without deduction for sales commissions or other
sales expenses.
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1.8 "ANSWER TEMPLATE" means the general form of answer scripts stored
in the Ask Jeeves Knowledgebase that when associated with a
specific Ask Jeeves Question and processed by the Question
Processing Engine forms a specific Answer Link.
1.9 "ASK JEEVES INTELLECTUAL PROPERTY" means the Software, the Ask
Jeeves Knowledgebase, the Ask Jeeves Questions, the Question
Processing Engine and all other intellectual property owned by
Ask Jeeves.
1.10 "ASK JEEVES KNOWLEDGEBASE" means the collection of Question
Templates and Answer Templates (and associated data structures)
that operates with the Question Processing Engine and is
currently used by Ask Jeeves in the service it operates at
www.askjeeves.com.
1.11 "ASK JEEVES QUESTION" means a specific instance of a Question
Template in the Ask Jeeves Knowledgebase, which the Service will
offer to its users to confirm the users' query. (For example, if
a user asks "Is it raining in Portland?" the Service will offer
the Ask Jeeves Question "What is the weather forecast for
Portland?" to confirm the user's question.)
1.12 "CLICK" means the return of an Answer Link from the Question
Processing Engine in response to the submittal of a selected Ask
Jeeves Question.
1.13 "CLICK RATE FEE" means the amount of money to be paid by Compaq
to Ask Jeeves for each Click.
1.14 "LAUNCH DATE" means the date the Service is first offered to
Compaq users on a regular, publicly available basis.
1.15 "NUMBER OF QUERIES" means the number of times users submit a new
search, resulting in a first results page that contains Ask
Jeeves questions.
1.16 "QUESTION PROCESSING ENGINE" means the proprietary, software
developed and owned by Ask Jeeves that allows users to pose
questions and be directed to appropriate web sites that answer
associated Ask Jeeves Questions.
1.17 "QUESTION TEMPLATE" means the general form of a question stored
in the Ask Jeeves Knowledgebase that when associated with a
specific user query and processed by the Question Processing
Engine forms one or more Ask Jeeves Questions.
1.18 "SERVICE" means the Ask Jeeves navigation service using the
Question Processing Engine and the Ask Jeeves Knowledgebase as it
will appear on and/or within Alta Vista.
1.19 "SOFTWARE" means the software and documentation provided to
Compaq by Ask Jeeves in connection with implementing the Service
on Alta Vista platforms meeting the technical specifications set
forth in Exhibit A.
2. DESCRIPTION OF THE SERVICE.
a. ASK JEEVES OBLIGATIONS.
(1) SERVICE AND KNOWLEDGEBASE. Ask Jeeves will provide Compaq
with the Software, the Ask Jeeves Knowledgebase (and regular
updates to the Ask Jeeves Knowledgebase) and technical
support as may be needed for Compaq to implement the Service
on Alta Vista.
(2) EDITORIAL CONTROL OF ASK JEEVES KNOWLEDGEBASE. Ask Jeeves
will define the content of the Ask Jeeves Knowledgebase,
including the determination of what constitutes appropriate
questions and answers. Compaq may request that the Ask
Jeeves Knowledgebase Answer
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Templates be modified to link appropriate questions to Compaq
and Alta Vista's content and e-commerce partners or to avoid
links to Alta Vista's or Compaq's competitors when other
appropriate answers are available. Such modified Assayer Links
are referred to as "AV Answer Links". Ask Jeeves and Compaq
will cooperate to develop a formal process to accept and
process AV Answer Links including reasonable limits on the
number of AV Answer Links processed in a given time period and
the amount of labor involved (including the labor to maintain
the AV Answer Links).
b. COMPAQ OBLIGATIONS. Compaq will configure and operate the Service
on Alta Vista. Compaq's operation of the Service on Alta Vista
will be done in a manner that does not reflect negatively on Ask
Jeeves or the functionality of the Service.
3. LICENSE
a. GRANT OF LICENSE. Upon receipt of the fees set forth in Section
4, below, and subject to the terms and conditions of this
Agreement, Ask Jeeves grants Compaq a non-exclusive,
non-sublicensable, worldwide, nontransferable, license for the
duration of this Agreement (including any extensions) to use,
reproduce, store, distribute and display the information, data,
content, Software or other intellectual property provided by Ask
Jeeves to Compaq, for the sole purpose of providing the Service.
Ask Jeeves further grants to Compaq a non-exclusive,
non-transferable worldwide license to publicly perform and
publicly display the Service or other intellectual property
provided by Ask Jeeves at trade shows, exhibitions, and to
prospective Customers, as long as such performance or display is
of the Service as implemented on Alta Vista.
b. LICENSE RESTRICTIONS. Except as specifically granted in this
Agreement, Ask Jeeves owns and retains all right, title and
interest in all information, data, content, software or other
intellectual property provided by Ask Jeeves to Compaq in
connection with the Service. This Agreement does not transfer
ownership rights of any description in Ask Jeeves' intellectual
property to Compaq or to any other third party. Compaq will
install, reproduce and render the Service operational only for
the purposes of implementing it on Alta Vista. Compaq agrees not
to modify, reverse engineer or decompile any intellectual
property of Ask Jeeves, or to intentionally create derivative
works based on such intellectual property. Compaq agrees not to
distribute the Service to any person or entity other than as
contemplated by this Agreement or to make any other use of the
Service. Compaq agrees to display Ask Jeeves' copyright and
trademark notices on the Software and Service as stated in
Section 11.b. "Copyright Notice" and to take other steps
necessary to protect Ask Jeeves' intellectual property rights as
specified within Section 12.2 "Confidentiality."
C. COMPAQ RIGHTS. Except as otherwise stated in this Agreement, Ask
Jeeves shall place no restrictions regarding (i) the placement of
the Ask Jeeves Questions (including but not limited to follow-up
questions) on Alta Vista and (ii) Ask Jeeves shall have no rights
within the banner advertising or other advertising on Alta Vista.
4. PAYMENT. In consideration for providing the Service, Compaq will pay Ask
Jeeves as follows:
a. PER CLICK FEE.
(1) for the first two (2) billion Clicks per Annual Period,
Compaq will pay Ask Jeeves at a Click Rate Fee of One-Tenth
of One Cent ($0.001) per Click:
(2) for all Clicks in excess of two (2) billion per Annual
Period, Compaq will pay Ask Jeeves at a Click Rate Fee of
One-Twentieth of One Cent ($0.0005) per Click.
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(3) In the event that the actual number of Clicks exceeds the
actual Number of Queries in any given calendar month, then
Ask Jeeves will be paid based on the actual Number of
Queries that month.
b. MINIMUM FEE PAYMENT. Compaq will pay Ask Jeeves a "Minimum Fee"
of One Hundred and Twenty-Five Thousand Dollars ($125,000) per
Quarterly Period, with the first payment to be made no later than
two (2) weeks after the Launch Date and the subsequent payments
to be made on the first day of each Quarterly Period thereafter.
If the Click Rate Fee in any Quarterly Period exceeds the Minimum
Fee, Compaq will pay the excess amount to Ask Jeeves within
forty-five (45) days of the end of such Quarterly Period. If the
Click Rate Fee in any Quarterly Period is less than the Minimum
Fee, Ask Jeeves will retain the entire Minimum Fee, without
refund or credit to Compaq. Provided, however, that the Minimum
Fee may be adjusted on a calendar prorated basis as set forth in
subsection 4.f., below.
c. ANSWER LINK REVENUES. In addition to the payments described in
2.a and 2.b., above. Compaq and Ask Jeeves agree that they will
share in any Answer Link Revenue which may occur as follows:
(1) for all Answer Link Revenue resulting from Answer Link
Relationships established by Compaq, Compaq will retain
seventy percent (70%) of such Answer Link Revenues and will
pay Ask Jeeves the remaining thirty percent (30%);
(2) for all Answer Link Revenues resulting from Answer Link
Relationships established by Ask Jeeves, Ask Jeeves will
retain seventy percent (70%) of the Answer Link Revenues and
will pay Compaq the remaining thirty percent (30%).
(3) In the case where one party receives a monetary benefit that
is not easily calculated as Answer Link Revenue, the parties
will compensate each other based on a compensation method
jointly determined by the parties.
(4) Compaq shall have the right to market and establish Answer
Link Relationships associated with AV Answer Links and Ask
Jeeves shaft have the right to market and establish Answer
Link Relationships associated with AJ Answer Links. Either
party may assign the other the right to market and establish
Answer Link Relationships associated with a specified
portion of its Answer Links.
d. TAXES. All fees and payments stated herein exclude, and the party
receiving payment shall pay, any sales, use. property, license,
value added, withholding, excise or similar tax, federal, state
or local, related to the parties' performance of its obligations
or exercise of its rights under this Agreement and any related
duties, tariffs, imposts and similar charges, exclusive of taxes
based on the paying party's net income.
e. AUDIT RIGHTS. Each party agrees that it will keep, for a minimum
of two (2) years, proper records and books of account relating to
its activities under this Agreement. Once every twelve (12)
months, either party may inspect the accounting records of the
other party to verify, reports and/or payment amounts. Any such
inspection will be conducted in a manner that does not
unreasonably interfere with the inspected party's business
activities. Such inspection shall be performed by an independent
accounting firm chosen and compensated by the requesting party,
for purposes of audit. Such accounting firm shall be required to
sign an agreement protecting the party's confidential information
and shall be authorized to report only the amount of royalties
due and payable for the period requested. The inspected party
shall immediately make any overdue payments disclosed by the
audit. Such inspection shall be at the inspecting party's
expense; however, if the audit reveals overdue payments in excess
of 5% of the payments owed to date, the inspected party shall
immediately pay the cost of such audit, and the inspecting party,
may conduct another audit during the same twelve (12) month
period. Each party shall upon written
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request, during normal business hours, but not more frequently
than once each calendar year, provide access to such accounting
records.
f. ADJUSTMENT TO PAYMENTS
In the event that the Software licensed under this Agreement
encounters problems with scalability or other functional problems
that render the Software not viable to Compaq, and Ask Jeeves is
unable to correct such problems after written notice and the
opportunity to cure as set forth in Section 5.b (2), than Compaq
may terminate this Agreement and adjust on a prorated calendar
basis the Minimum Fees payable to Ask Jeeves.
5. TERM AND TERMINATION.
a. TERM. The term (the "Term") of the Agreement is two (2) years
from the Effective Date. The Agreement will renew automatically
for additional one (1) year terms (a "Renewal Term") unless
either party notifies the other m writing at least ninety (90)
days before the expiration of the Term or any Renewal Term of its
desire to terminate the Agreement.
b. TERMINATION. Either party, as applicable, has the right, in
addition and without prejudice to any other rights or remedies,
to terminate this Agreement as follows:
(1) By Compaq as set forth in Section 4.f. above.
(2) By either party, upon thirty (30) days written notice, in
the event that the either party fails to pay the amounts due
to the other party, pursuant to this Agreement;
(3) By either party, for any material breach of this Agreement,
other than the failure to make payments under this
Agreement, that is not cured within sixty (60) days of
receipt by the party in default of a written notice
specifying the breach and requiring its cure;
(4) By either party, immediately upon receiving written notice,
if (a) all or a substantial portion of the assets of the
other party are transferred to an assignee for the benefit
of creditors, or to a receiver or a trustee in bankruptcy,
(b) a proceeding is commenced by or against the other party
for relief under bankruptcy or similar laws and such
proceeding is not dismissed within sixty (60) days, or (c)
the other party is adjudged bankrupt.
c. ASK JEEVES RIGHTS ON TERMINATION. On termination, (a) all rights
granted to Compaq under this Agreement cease and Compaq agrees to
use all commercially reasonable efforts, which shall in no event
extend for more than one (1) week from the date of termination,
to cease all use and reproduction of the Ask Jeeves Intellectual
Property, and (b) Compaq will promptly return all copies of the
Ask Jeeves Intellectual Property to Ask Jeeves, or destroy all
copies in its possession. Ask Jeeves has and reserves all rights
and remedies that it has by operation of law or otherwise to
enjoin the unlawful or unauthorized use of the Ask Jeeves
Intellectual Property.
d. COMPAQ RIGHTS ON TERMINATION
(1) Ask Jeeves shall grant Compaq a fully paid up, irrevocable,
worldwide license to the Software in the event that Compaq
terminates this Agreement pursuant to Section 5.b (4),
above, and that Ask Jeeves, or a trustee or receiver for Ask
Jeeves, does not assume this Agreement in the bankruptcy
proceeding, with no modification to existing terms. This
license grant shall not grant any right to future
maintenance, upgrades, enhancements or fixes.
(2) Upon material breach by Ask Jeeves, Compaq shall have the
right, at no additional cost, to continue to provide the
Service on Alta Vista until the earlier to occur of (i)
Compaq securing a replacement technology or (ii) ninety (90)
days.
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e. SURVIVAL FOLLOWING TERMINATION. Sections 4, 5, 8, 9, 10 and 12
will survive termination or expiration of this Agreement. In
addition, provisions of this Agreement which, by their nature,
are intended to remain in effect beyond the termination or
expiration of this Agreement, shall survive its termination or
expiration.
6. MAINTENANCE, UPGRADES AND SUPPORT. Ask Jeeves will provide maintenance
and support for the Service as follows:
a. MAINTENANCE. Ask Jeeves will provide bug fixes for the Software
and the Ask Jeeves Knowledgebase at no additional cost to Compaq.
Non-bug fix support and changes specifically requested by Compaq
for use in connection with the Service may be charged by Ask
Jeeves to Compaq at the then current Ask Jeeves' standard rates.
b. UPGRADES. For a period of time coterminous with this Agreement
and consistent with Ask Jeeves standard distribution practices,
Ask Jeeves will provide Compaq with periodic upgrades,
enhancements, modifications, versions to the Software and the Ask
Jeeves Knowledgebase (including beta versions, if appropriate at
no additional cost) to Compaq. The periodic upgrades,
enhancements, modifications, versions shall automatically become
part of the licensed Software for purposes of this Agreement. The
rights to, said upgrades, enhancements, modifications, versions
shall remain with Ask Jeeves, and provided however, that said
rights shall not exceed the granting party's ability to grant
such rights.
c. TECHNICAL SUPPORT. Ask Jeeves will provide Compaq with standard
technical support during normal business hours. Ask Jeeves
technical support will be available through pager contact on a
24x7 basis in the event of a major software failure. Ask Jeeves
will work with Compaq as it relates to a catastrophic failure, or
to correct software failures or errors that prevent the Software
from functioning, on the following basis:
(1) Severity 1 - catastrophic failure, an emergency, condition
that causes critical impact and that makes the performance
or continued performance of any one or more functions
impossible. Ask Jeeves will use its best efforts to resolve
technical issues of Severity 1 within twenty-four hours and
will develop and communicate to Compaq a resolution plan
within twenty-four hours.
(2) Severity 2 - is a condition which significantly affects and
makes the performance or continued performance of any one or
more functions difficult and which cannot be circumvented or
avoid on a temporary basis by the user. Ask Jeeves will use
its best efforts to resolve technical issues of Severity 2
within seventy-two hours and will develop and communicate to
Compaq a resolution plan within seventy-two hours.
7. REPORTS AND REPORTING. Ask Jeeves will provide Compaq with user log
analysis tools that will allow Compaq to determine the number of
questions asked and answered in a given period as well as determine the
number of times a given Answer Template was selected (by both total
count and percentage.) Alta Vista will, on a weekly basis, provide Ask
Jeeves with copies of its Service user logs for Ask Jeeves' internal
use.
8. INFRINGEMENT INDEMNITY BY ASK JEEVES. Ask Jeeves agrees to indemnify,
defend and hold Compaq harmless from and against any claims, actions or
demands alleging that all or any part of the Ask Jeeves Intellectual
Property infringes any United States patent, copyright, trademark, or
other United States intellectual property right of a third party. If use
of the Ask Jeeves Intellectual Property is permanently enjoined for any
reason, Ask Jeeves, at Ask Jeeves' option, and in its sole discretion,
may (a) modify the Ask Jeeves Intellectual Property so as to avoid
infringement; (b) procure the right for Compaq to continue to use and
reproduce the Service; or (c) terminate this Agreement, in which case
Compaq shall be given a refund of all Minimum Fees actually paid to the
date of termination as its sole and exclusive remedy. Ask Jeeves shall
have no obligation under this Section 8 for or with respect to claims,
actions or demands alleging infringement that arise solely as a result
of (i) the combination of noninfringing items supplied by
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Ask Jeeves with any items not supplied by Ask Jeeves, (ii) modification
of the Ask Jeeves Intellectual Property by Compaq or without the
authorization or consent of Ask Jeeves, or (iii) continued alleging
infringing activity by Compaq after Compaq has been notified Ask Jeeves'
decision to terminate under subsection 8 (c), above.
9. OTHER INDEMNITY. Each party (the "Indemnifying Party") shall indemnify
the other party (the "Indemnified Party") against any and all claims,
losses, costs and expenses, including reasonable attorneys' fees, which
the Indemnified Party may incur as a result of claims in any form by
third parties arising from: (a) the Indemnifying Party's acts, omissions
or misrepresentations, or (b) the violation of any third party
proprietary right by the Indemnifying Party's domain name, software or
any content provided by the Indemnifying Party for use on the
Indemnified Party's servers. The Indemnified Party shall (i) give the
Indemnifying Party notice of the relevant claim, (ii) cooperate with the
Indemnifying Party, at the Indemnifying Party's expense, in the defense
of such claim, and (iii) give the Indemnifying Party the right to
control the defense and settlement of any such claim, except that the
Indemnifying Party shall not enter into any settlement that affects the
Indemnified Party's rights or interest without the Indemnified Party's
prior written approval. The Indemnified Party shall have the right to
participate in the defense at its expense.
10. WARRANTIES, DISCLAIMER AND LIMITATIONS.
a. WARRANTY. Ask Jeeves warrants that (a) it holds the necessary
rights to provide and permit the use of the Service (b when the
Service is delivered to Compaq, it will be of substantially the
same quality as the service operated by Ask Jeeves at
askjeeves.com; (c) the media containing the Software will be free
from defects for a period of thirty (30) days from the date of
delivery to Compaq, provided that this warranty does not cover
defects due to Compaq's misuse of the media or an accident
subsequent to delivery, to Compaq; and (d) It has not made and
will not make any commitments to any third party inconsistent
with or in derogation of the rights and licenses granted to
Compaq and that it is free of any obligation that would prevent
it from entering into this Agreement.
b. DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 10.a. ARE IN LIEU
OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT
LIMITATION, (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR-FREE,
WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL
EQUIPMENT OR SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE.
c. LIMITATION ON LIABILITY. EXCEPT IN THE EVENT OF A BREACH OF A
LICENSE GRANT BY LICENSEE, NEITHER PARTY SHALL BE LIABLE FOR
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS
(HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. EXCEPT IN THE EVENT OF A BREACH
OF A LICENSE GRANT, A FAILURE TO PAY FEES, OR AN INDEMNITY CLAIM,
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN
AMOUNT GREATER THAN THE AMOUNTS ACTUALLY PAID BY COMPAQ TO ASK
JEEVES UNDER THIS AGREEMENT.
11. PROMOTION, PUBLICITY AND COPYRIGHT NOTICE.
a. PROMOTION ON ALTA VISTA. Compaq agrees that it will place a
Question Answering Powered by Ask Jeeves," "Question Answering
Technology by Ask Jeeves," "Question Answering by Ask Jeeves" or
other reference mutually agreed upon by. the parties on the
results page of the Service. Compaq will have control over the
placement, size, font, and color of the reference. However,
Compaq agrees that the reference will be clearly readable to an
average consumer user.
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b. COPYRIGHT NOTICE. Compaq also agrees to place "Question and
Answer Templates copyrighted by Ask Jeeves, Inc., 1996-98, all
rights reserved" notice on its copyright notice page in a manner
similar to the other copyright notices on that page. In no event
shall the notice "Question and Answer Templates copyrighted by
Ask Jeeves" be more prominately displayed that that of the Compaq
or Alta Vista copyright notices.
c. PRESS RELEASES. The parties may issue press releases announcing
the Service. The parties agree that any such press releases shall
acknowledge that the Service is based on technology licensed from
Ask Jeeves. Each party, agrees to obtain the permission of the
other, which shall not be unreasonably withheld, BEFORE RELEASING
PRESS RELEASES OR OTHER FORMS OF PROMOTION THAT MENTION THE OTHER
IN REGARDS TO THIS AGREEMENT, except that each party may use
specific information previously approved for public release by
the other, without further approval. Neither party shall disclose
the terms and conditions of this Agreement to any, third party,
including, but not limited to, any information relating to the
royalties or fees paid by Compaq to Licensor pursuant to this
Agreement. except as required by law.
12. GENERAL PROVISIONS.
12.1 GOVERNING LAW. This Agreement will be governed and construed in
accordance with the laws of the State of New York without giving
effect to conflict of laws principles. Both parties agree that
the Agreement shall be interpreted as if the actions within the
Agreement where performed within the State of New York.
12.2 CONFIDENTIALITY. All disclosures of proprietary and/or
confidential information in connection with this Agreement or the
transaction contemplated by this Agreement shall be governed by
the terms of the Corporate Disclosure Agreement previously
executed by the parties, a copy of which is attached as Exhibit B
to this Agreement.
12.3 ASSIGNMENT. Neither party may assign this Agreement, or any part
of this Agreement, without the prior written consent of the other
party., except that this Agreement may be assigned by either
party, without the other party's consent, to an entity acquiring
all or substantially all of the outstanding shares of the
assigning party's stock or all or substantially all of the
assigning party's assets.
A further exception to the above shall be as it regards Alta
Vista and the Alta Vista Division within Compaq. In the event
that there is a restructuring of the current Alta Vista Division
within the Compaq Consumer Products Group, and such restructuring
would effect a change of control of the assets within the
Division or a change including but not limited to creation of a
Subsidiary, to which Compaq will sell transfer or assign the
majority of the assets of the Alta Vista Division, including Alta
Vista, then Compaq shall have no limitation placed on it and it
may assign all rights and obligations within this Agreement,
without prior written consent of Ask Jeeves.
12.4 SEVERABILITY; HEADINGS. If any provision herein is held to be
invalid or unenforceable for any reason, the remaining provisions
will continue in full force without being impaired or invalidated
in any way. Headings are for reference purposes only and in no
way define, limit, construe or describe the scope or extent of
such section.
12.5 FORCE MAJEURE. If performance hereunder is prevented, restricted
or interfered with by any act or condition whatsoever beyond the
reasonable control of a party, the party, so affected, upon
giving prompt notice to the other party, shall be excused from
such performance to the extent of such prevention, restriction or
interference.
12.6 INDEPENDENT CONTRACTORS. The parties are independent contractors,
and no agency, partnership, joint venture, employee-employer or
franchisor-franchisee relationship is intended or created by
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this Agreement. Neither party shall make any warranties or
representations on behalf of the other party.
12.7 COMPLIANCE WITH LAWS. At its own expense, each party shall comply
with all applicable laws, regulations, rules, ordinances and
orders regarding its activities related to this Agreement.
12.8 NOTICE. Any notices hereunder shall be given to the appropriate
party, at the following addresses or at such other address as the
party shall specify, in writing.
For Ask Jeeves: For Compaq:
Ask Jeeves, Inc. Compaq Computer Corporation
918 Parker Street 20555 SH 249
Berkeley, CA 94710 Houston. TX 77070
Attn: Robert Wrubel, President Attn: Law Department
Notice shall be deemed given: upon personal delivery; if sent by
fax, upon confirmation of receipt; or if sent by certified or
registered mail, postage prepaid, 5 days after the date of
mailing.
12.9 ENTIRE AGREEMENT, AMENDMENT AND WAIVER. This Agreement sets forth
the entire understanding and agreement of the parties, and
supersedes any and all oral or written agreements or
understandings between the parties, as to the subject matter of
this Agreement. It may be changed only by a writing signed by
both parties. The waiver of a breach of any provision of this
Agreement will not operate or be interpreted as a waiver of any
other or subsequent breach.
12.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together constitute one and the same agreement. A
facsimile copy of this Agreement, including the signature pages,
will be deemed to be an original.
IN WITNESS WHEREOF, ASK JEEVES, INC. and COMPAQ COMPUTER CORPORATION have
executed this License Agreement as of the Effective Date.
ASK JEEVES, INC. COMPAQ COMPUTER CORPORATION
By: /s/ R. W. Wrubel By: /s/ Kurt Losart
-------------------------------- --------------------------------
Name: R. W. Wrubel Name: Kurt Losart
----------------------------- ------------------------------
Title: President Title: VP, Internet Services
----------------------------- -----------------------------
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EXHIBIT A
SYSTEMS REQUIREMENTS
The Ask Jeeves software requires the following software environment:
- Windows NT Server 4.0 operating system, with Service Pack 3
installed
Ask Jeeves is compiled to run on Intel CPUs, and has been deployed on both
single and dual processer systems. Minimum system requirements are:
- 400MHz Intel Pentium II processor (dual 400 MHz or faster
processors recommended)
- 256 MB RAM
- 2GB Hard Disk
- Fast Ethernet Hardware (PCI bus or other fast bus)
The QPE runs as a Windows NT service. The QPE is accessed using a TCP/IP sockets
interface.
The Ask Jeeves knowledge base resides in two components. The Question Template
set (which includes the Semantic and Syntactic Networks) resides in a set of 9
files, which are memory mapped and highly optimized for fast, efficient run time
performance. The Answer Template set (that is, the set of URLs - and other
answers - to which the Question Template set points) resides in several SQL
Server tables.
It is important to note that the Ask Jeeves servers are essentially read-only
systems. To handle increased traffic, one need only add additional servers. The
separate Ask Jeeves systems do not interact (except for accessing a common User
Log), so they are highly scalable, and ultimately limited in the number of users
they can service by external factors such as the speed of the Internet
connection.
10.
<PAGE> 11
EXHIBIT B
CORPORATE NONDISCLOSURE
Effective Date: Aug. 6 , 1998
----------------------------------- --
In order to protect certain Confidential Information, Compaq Computer
Corporation and its wholly owned subsidiaries ("COMPAQ"), and the "Participant"
identified below, agree that:
1. DISCLOSING PARTY: The party disclosing Confidential Information
("Discloser") is Both Parties
------------------------------------------
(Note: Fill in "COMPAQ", "Participant", or "both parties".)
2. REPRESENTATIVES: Each party's representative for coordinating disclosure or
receipt of Confidential Information is:
COMPAQ Celia Francis
------------------------------------------
Participant: Rob Wrubel
------------------------------------------
3. DESCRIPTION OF CONFIDENTIAL INFORMATION: The Confidential Information
disclosed under this Agreement is described as:
COMPAQ: Altavista Strategy and
------------------------------------------
Technology
------------------------------------------
Participant: Ask Jeeves Strategy and Technology
--------------------------------------------------
(Note: Be specific: for example, individually list materials provided, if
necessary. Please attach additional sheets referencing this Agreement and signed
by the parties.)
4. RESTRICTIONS: The party receiving Confidential Information ("Recipient")
shall maintain the Confidential Information in confidence and disclose the
Confidential Information only to its employees, subcontractors, and consultants
that have a need to know such Confidential Information in order to fulfill the
purpose described below provided that Recipient shall first have entered into a
confidentiality agreement with such employees, subcontractors, and consultants
that is substantially similar to this. Recipient shall make use of the
Confidential Information only for the following purpose (check one):
[ ] Evaluation in anticipation of a business relationship between the parties.
[ ] Developing a proposal for Discloser.
[ ] Modification of Recipient's product to enhance compatibility with
Discloser's product.
[ ] Furthering the business relationship between the parties.
[ ] Other
----------------------------------------------------------------------
(Requires approval from Compaq's legal dept. Be specific. If necessary, please
attach additional sheet referencing this Agreement and signed by the parties.)
5. CONFIDENTIALITY PERIOD: This Agreement and Recipient's duty to protect
Confidential Information expires three (3) years from the date of receipt of
Confidential Information.
6. DISCLOSURE PERIOD: This Agreement applies to Confidential Information
described in Paragraph 3 that is disclosed between the Effective Date and two
(2) years thereafter.
7. STANDARD OF CARE: Recipient shall protect the disclosed Confidential
Information by using the same degree of care as Recipient uses to protect its
own Confidential Information _______ less than a reasonable degree of care to
prevent the unauthorized use, disclosure, dissemination, or publication of the
Confidential Information.
COMPAQ COMPUTER CORPORATION
20555 SH 249, P.O. Box 692000
Houston, TX 77269-2000
By /s/Celia Francis
---------------------------------------
Printed Name Celia Francis
-----------------------------
Title
-----------------------------------
8. MARKING: Recipient's obligations shall only extend to Confidential
Information that is described in Paragraph 3, and that: (a) is marked as
confidential at the time of disclosure; or (b) is unmarked (e.g. orally
disclosed) but treated as confidential at the time of disclosure, and is
designated as confidential in a written memorandum sent to Recipient's
representative within thirty (30) days of disclosure, summarizing the
Confidential Information sufficiently for identification.
9. EXCLUSIONS: This Agreement imposes no obligation upon Recipient with respect
to Confidential Information that: (a) was rightfully in Recipient's possession
before receipt from Discloser; (b) is or becomes a matter of public knowledge
through no fault of Recipient; (c) is rightfully received by Recipient from a
third party without a duty of confidentiality; (d) is disclosed by Discloser to
a third party without a duty of confidentiality on the third party; (e) is
independently developed by Recipient; (f) must be disclosed under operation of
law or regulation; or (g) is disclosed by Recipient with Discloser's prior
written approval.
10. WARRANTY: Each Discloser warrants that it has the right to make the
disclosures under this Agreement. NO OTHER WARRANTIES, INCLUDING WARRANTIES
AGAINST INFRINGEMENT, ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT. ANY
INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED "AS IS".
11. RIGHTS: Neither party acquires any intellectual property rights under this
Agreement except the limited rights necessary to carry out the Purpose set forth
in Paragraph 4. This Agreement shall not restrict reassignment of Recipient's
employees.
12. EXPORT LAWS AND REGULATIONS: The parties agree to adhere to all applicable
U.S. Export Laws and Regulations and that absent any required prior
authorization from the Office of Export Licensing. U.S. Department of Commerce,
they will knowingly export or re-export (as defined in Part 779 of the Export
Administration Regulations), directly or indirectly, through their affiliates,
licensees, or subsidiaries, any of the Confidential Information (or any product,
process, or service resulting directly therefrom) to any country restricted by
U.S. law or governmental order.
13. ECONOMIC ESPIONAGE ACT: The Confidential Information disclosed under this
Agreement is subject to the provisions of the Economic Espionage Act of 1995.
14. MISCELLANEOUS:
14a. This Agreement imposes no obligation on either party to purchase, transfer
or otherwise dispose of any technology, services or products.
14b. This Agreement does not create any agency or partnership relationship. Each
party is responsible for its own expenses incurred as a result of any
discussions between the parties.
14c. This Agreement embodies the entire understanding between the parties
pertaining to the subject matter hereof. Any additions or modifications to this
Agreement must be made in writing and must be signed by both parties. Facsimile
signatures are deemed equivalent to original signatures for purposes of this
Agreement.
14d. This Agreement shall be construed according to the substantive laws of the
State of Texas, U.S.A.
PARTICIPANT
Name Ask Jeeves
---------------------------------------------------------
(Name of Participant)
Address 918 Parker St.
---------------------------------------------------------
Berkeley, CA 94710
---------------------------------------------------------
(Address of Participant)
By /s/Robert Wrubel
---------------------------------------------------------
(Signature of Authorized Participant)
Printed Name Robert Wrubel
-----------------------------------------------
Title President
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EXHIBIT B-PAGE 1 OF 1