Sample Business Contracts

Hosted Services Agreement - Ask Jeeves International Inc. and Ask Jeeves KK

Services Forms

Sponsored Links

HOSTED SERVICES AGREEMENT

THIS HOSTED SERVICES AGREEMENT (the "AGREEMENT") is made the 24th day
of August, 2004 by and between ASK JEEVES INTERNATIONAL, INC., a Delaware
corporation, with offices at 5858 Horton Street, Emeryville, California 94608,
USA ("AJI") and ASK JEEVES KABUSHIKI KAISHA (in Japanese, A.J.J. Co. Ltd. in
English) (the "KK").

RECITALS

A. AJI's has granted certain rights to the technology and other
intellectual property of its parent Ask Jeeves, Inc. ("ASK JEEVES") to the KK
pursuant to a separate Amended and Restated Distribution and License Agreement
between the parties hereto dated June 1, 2003 (the "DLA") which grants the KK
the exclusive right within the Territory (as defined in the DLA) to, among
others, develop, operate, provide, market and maintain the Japanese language
version of Ask Jeeves' products, services, technology and content developed by
or for Ask Jeeves and/or contained in the English-language version of the
Ask.com web site, including without limitation, its web search engine software
known as "Teoma" ("TEOMA").

B. The KK desires AJI, on behalf of KK, to deploy, host and
maintain Teoma to provide an XML feed of web responses in response to end user
web search queries, and AJI is prepared to perform the necessary services in
accordance with this Agreement.

The parties therefore agree as follows:

AGREEMENT

1. DEFINITIONS.

1.1 "FIELD OF USE" means the offering of web search services for
individual consumers via a site on the World Wide Web generally accessible to
the public, customized for and targeted exclusively at consumers in the
Territory, and specifically excluding the provision of question answering
services or software to enterprises or entities to enable them to provide
question answering services to their employees, customers, consumers or other
third parties.

1.2 "CONFIDENTIAL INFORMATION" means any data or information
disclosed hereunder (whether written, oral or graphical) that relates to the
disclosing party's products, technology, research, development, customers or
business activities, and which is confidential or proprietary to or a trade
secret of the disclosing party, provided that either the information is marked
or identified as confidential at the time of disclosure, or that it is
reasonably apparent to the recipient that the information is confidential.
Confidential Information shall not include any information, data or material
which: (a) the disclosing party expressly agrees in writing is free of any
non-disclosure obligations; (b) at the time of disclosure to the receiving party
was known to the receiving party (as evidenced by documentation in the receiving
party's possession) free of any non-disclosure obligations; (c) is independently
developed by the receiving party (as evidenced by documentation in the receiving
party's possession); (d) is lawfully received by the receiving party, free of
any non-disclosure obligations, from a third party having the right to so
furnish such Confidential Information; or (e) is or becomes generally available
to the public without any breach of this Agreement or unauthorized disclosure of
such Confidential Information by the receiving party. Regardless of (i) whether
any Source Code or other information contained within the Updates and
Documentation was known to KK or its employees, contractors or consultants
before the

[*] Indicates that certain information in this exhibit has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.

1
<PAGE>

Effective Date, or (ii) any components of the Updates, the Updates, the
Documentation or the Japanese Knowledge Base are labeled confidential or
proprietary when delivered to KK by AJI, the Updates, the Documentation and the
Japanese Knowledge Base are the Confidential Information of AJI or its
licensors.

1.3 "DOCUMENTATION" means the documentation as provided to KK by
AJI under this Agreement.

1.4 "HOSTED SERVICES" means the deployment, hosting, operation and
maintenance of the Licensed Software (as defined below) to provide an XML feed
of web results in response to an end user web search query initiated on the Site
(as defined below).

1.5 "INTELLECTUAL PROPERTY RIGHTS" means all current and future
copyrights, database rights, patents, and other intellectual property rights,
including applications and registrations with respect thereto, now known or
hereafter recognized in any medium in any jurisdiction, but excluding
trademarks, service marks, trade names and other product, service or KK
identifiers.

1.6 "LICENSED SOFTWARE" means the Ask Jeeves web search engine
software known as "Teoma."

1.7 "OBJECT CODE" means the fully-compiled, machine-readable
version of a software program that can be executed by a computer without further
compilation.

1.8 "DLA" means that Amended and Restated Distribution and License
Agreement between the parties hereto dated June 1, 2003 between the parties
regarding the licensing of certain Ask Jeeves' technology to KK.

1.9 "SITE" means a consumer oriented web site operated by the KK
in Japanese permitting end users to submit web search queries in Japanese, among
other services.

1.10 "TERRITORY" has the meaning set out in the DLA.

1.11 "UPDATES" means all modifications of the Licensed Software
developed by AJI or its licensors (or any person to whom the Licensed Software
is licensed or transferred for the purpose in either case of developing a
natural-language based question answering service with substantially the same
target audience as that of the Ask Jeeves Website, as defined in the DLA) during
the term of the Agreement as part of the agreed list of Updates pursuant to
Section 4.8 below or otherwise, to correct errors, add functionality or improve
performance, and any revisions of the Documentation and Japanese Knowledge Base.

1.12 "USAGE DATA" means such data as AJI may collect (either at the
request and direction of KK or otherwise) relating to the usage of (i) the Teoma
web search service hosted by AJI by the KK and its end users, and/or (ii) the
Hosting Hardware. [*]

1.13 "EFFECTIVE DATE" means August 24, 2004.

1.14 "WEB INDEXING DATA" means such data as AJI may collect
relating to the documents crawled by its crawling software in operating the
hosted web search service.

- 2 -
<PAGE>

2. LICENSE GRANTS TO KK.

2.1 The licenses to the KK shall be as set forth in the DLA,
except as expressly provided herein.

2.2 PROPRIETARY NOTICES. KK will not obfuscate, remove or alter
any copyright and other proprietary notices contained on or in the Updates, as
delivered to KK, and all such markings shall be included on or in all copies of
any substantial portion of the Updates made by KK.

2.3 ADDITIONAL RESTRICTIONS. KK has only the license rights
expressly granted under this Agreement and the DLA and whatever rights are not
expressly granted in this Agreement or the License Agreement are reserved by
AJI. Except as expressly permitted by applicable law, KK will not, and will not
permit or encourage others to, reverse engineer, decompile, disassemble or
otherwise attempt to derive the Source Code for the Licensed Software and any
Updates.

3. OBLIGATIONS OF KK.

3.1 OPERATION OF THE SITE. The KK will operate a consumer oriented
website (the "SITE") in the Territory providing, without limitation, web search
services by permitting end users to enter web search queries on the Site and
displaying web search results provided by AJI in response to such queries.

3.2 ACKNOWLEDGEMENTS. The KK acknowledges its obligations in
Sections 5(f) ("Development and Promotion of the Services"), 5(g)
("Synchronization with Ask.com Site"), 5(h) ("Service Levels"), 5(i)
("Compliance with Laws") and 5(j) ("Content Standards") in the DLA with respect
to development, promotion and operation of the consumer web search services in
the Territory.

3.3 JAPANESE HOSTING FACILITY. The KK will purchase and maintain
the hardware required for operation of a Japanese hosting facility in accordance
with specifications and instructions provided by AJI. The KK will contract with
a third party (which service provider shall be approved in advance in writing by
AJI) for adequate collocation facilities, in accordance with specifications
provided by AJI. AJI shall operate and maintain the web search software at the
Japanese Hosting Facility in accordance with Section 4 below.

4. AJI SERVICES.

4.1 HOSTING. AJI shall deploy, host and maintain the Japanese
language version of Teoma and the Hosting Hardware in accordance with the terms
and conditions contained in this Agreement to provide an XML feed to the KK
containing web results in response to web search queries generated by end users
on the KK web site.

4.2 AGREED MODIFICATIONS. The parties contemplate that there may
be additions, deletions or other changes which may affect the deployment,
hosting and maintenance terms of this Agreement time to time during the Term.
Subject to Section 4.3 below, any such additions, deletions or other changes to
the specifications shall be mutually agreed to by AJI and KK. Upon such mutual
agreement, AJI shall alter the Services in order to accommodate the revised
deployment, hosting and maintenance specifications.

- 3 -
<PAGE>

4.3 QUARTERLY REVIEW MEETINGS. AJI and KK will confer not less
frequently than quarterly regarding the appropriate size (including hardware
requirements) and capacity of the hosting server cluster, and both parties will
supply all available and relevant usage data it may have. AJI will state its
good faith estimate of the hardware and capacity needed for operation of the
search service to the KK and its end users. AJI shall promptly provision for
such hardware and capacity needs, and supply KK with a list of the hardware
provisioned and the additional capacity in accordance with the Procedure for
Acquisition of Additional Hardware in Section 4.9.1 below.

4.4 DATA COLLECTED. In accordance with its performance of the
Services, AJI may collect and/or possess Web Indexing Data and, subject to
Section 5.2 below, Usage Data.

4.5 REPORTS. AJI shall provide to KK the following reporting on a
monthly basis (or as otherwise agreed) in such format as may be separately
agreed: [*]

4.6 SUPPORT. AJI agrees to provide, either itself or by
subcontracting to Ask Jeeves or such other entity as agreed upon by KK, the
technical support described in Exhibit A attached hereto.

4.7 UPDATES. AJI agrees to include Updates to the Licensed
Software as set forth in the DLA and in this Agreement.

4.8 PROCESS FOR APPLYING 'ASK.COM' UPDATES. AJI will update a
delivery schedule every calendar quarter to indicate which Updates are expected
or contemplated for the next year in accordance with Section 6(a) of the DLA. In
addition, the parties agree to apply the following process to assess and
localize those Updates:

4.8.1 Within [*] days of its release in ask.com (the
"ASSESSMENT PERIOD"), AJI will assess each Update and
its functionality and determine whether it requires
additional development work beyond the ordinary
course of development and maintenance of the base
Teoma product or localization of the Update in order
to operate in the Japanese language environment.

4.8.2 If in the opinion of AJI, development work beyond the
ordinary course of development and maintenance of the
base Teoma product or localization of the Update is
required, the parties will agree on the development
work to be performed, the timeline for such work and
the fees to be paid by the KK for such work pursuant
to a separate master services agreement and/or
applicable statement of work in the form attached
hereto as Exhibit B. AJI will then use commercially
reasonable efforts to adhere to a mutually agreeable
schedule and include the beyond the ordinary course
Update in the Licensed Software.

4.8.3 Should the assessment undertaken under item 1 above
establish that no modifications are necessary, AJI
will localize the Update for inclusion in the
Licensed Software at no additional cost to the KK.
Notwithstanding anything to the contrary in the DLA,
AJI, not the KK, shall have the right and obligation
to localize any Updates.

- 4 -
<PAGE>

4.9 HOSTING HARDWARE. AJI shall procure all hosting servers and
other hardware required for hosting of the U.S. portion of hosted web search
services set forth in Exhibit C. AJI shall invoice the KK for the cost of all
such equipment and the KK shall pay in accordance with Section 7. [*]

4.9.1 PROCEDURE FOR ACQUISITION OF ADDITIONAL HARDWARE:
With respect to any acquisition of additional
hardware for either the Japanese or US Hosting
Facility, the parties will use the following
procedures:

4.9.1.1 The parties will mutually evaluate query
volume and other capacity requirements for
the Services.

4.9.1.2 Based on such capacity requirements, AJI
will determine what type and quantities of
hardware are required and submit a list of
such items to the KK.

4.9.1.3 From the date of submission of the list by
AJI, the KK shall have [*] business days to
comment on the list and suggest changes. The
parties will confer and mutually agree on
the hardware to be purchased. If no comments
are received from the KK within [*] days,
the list will be deemed to be approved by
the KK.

4.9.1.4 The parties will determine what hardware
will be purchased by the KK for use in Japan
and what hardware will be purchased by AJI
for use in the United States.

4.9.1.5 The purchasing party will use commercially
reasonable efforts to minimize the purchase
prices of the required hardware and will
obtain more than one quote from potential
hardware suppliers.

4.9.1.6 The purchasing party will submit the quote
of its proposed supplier. The non-purchasing
party shall have [*] business days to object
to the quote from the proposed supplier. In
the even of such objection, the parties will
confer and mutually agree with respect to
the purchase of the hardware. If no
objection is received within [*] business
days, the purchase from the proposed
supplier shall be deemed approved.

4.9.1.7 The purchasing party shall purchase the
hardware.

4.9.1.8 The KK will be responsible for the cost of
any equipment that is solely used is for
operating the Hosted Service in the
Territory. For other equipment that will be
used by AJI for languages in addition to
Japanese, the KK will pay AJI [*] percent of
the total cost (including all applicable
taxes).

4.10 COLLOCATION. AJI shall locate the Hosting Hardware in a collocation
facility in the United States ("US FACILITY") selected at AJI's discretion;
provided however that, as a condition to payment of any collocation fees, KK
shall have the right to review and approve of the applicable collocation
agreement. Subject to such prior approval and the subsequent receipt of a fully
executed version of the applicable collocation agreement by KK, AJI shall
invoice the KK for the cost of such collocation services.

4.10.1 AJI shall be responsible for the operation and
maintenance of any and all equipment which shall be controlled
by AJI and the rack which contains such equipment and the
applicable software and the maintenance of the operation of
the US Facility; and

- 5 -
<PAGE>

4.10.2 AJI shall be responsible for any and all liabilities
and obligations to third parties arising from the
installation, control, and maintenance of the US Facility.

4.11 SERVICE LEVEL. The operation service to be provided by AJ to
KK under this Agreement shall be maintained at a level which is consistent with
the level provided in SLA attached hereto as Exhibit A.

4.12 EMPLOYEE RESOURCES. AJI shall initially assign employees
representing the equivalent of a minimum of [*] full-time employees dedicated to
performing the Hosted Services hereunder, but will consist of some number of
employees working on the Hosting Services and other projects that may not be
KK-related. The initial employees working on the Hosting Services will in the
aggregate be approximately equal to [*] administrative support persons and [*]
developers. These employees will provide services related to hosting,
maintenance, and localization of ordinary course Updates to the base Teoma
product.

5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS INDEMNITY.

5.1 As between AJI and KK, AJI will own all rights in and to the
Licensed Software, the Japanese language web search index, and the Web Indexing
Data. However, AJI will provide KK with the Web Indexing Data for the KK's
internal use only, solely for purposes of managing, marketing and promoting the
KK Search Engine.

5.2 As between AJI and KK, KK shall own all Usage Data. AJI agrees
that all such Usage Data shall constitute KK Content and a KK Asset as defined
in the DLA and considered the proprietary and Confidential Information of KK and
subject to the restrictions of Section 8 below. Notwithstanding anything to the
contrary in the DLA, the KK hereby grants AJI an irrevocable, non-transferable,
royalty free, worldwide license to all current and future Usage Data; provided,
however, that (1) AJI shall not have the right to share any of such Usage Data
with third parties (except that AJI may include Usage Data as part of gross
undifferentiated data in which all personally identifiable information has been
eliminated that it shares with other search engine customers and other similar
third parties but which is not indicated as Usage Data related to the KK's
Japanese web site), and (2) AJI shall not collect or use such Usage Data except
as necessary to perform its obligations under this Agreement or for any other
purpose other than for its own internal purposes.

5.3 INDEMNITY. Indemnification shall be as set forth in the DLA.

6. [INTENTIONALLY OMITTED]

7. PAYMENTS.

7.1 All amounts due hereunder shall be due and payable within
thirty (30) days of the date of the invoice. All amounts are due in U.S.
Dollars.

7.2 HOSTING FEES.

7.2.1 HARDWARE AND COLLOCATION FEES. AJI shall provide
documentation of its Hardware and Collacation costs
and the KK shall pay AJI for costs incurred by AJI
for Hosting Hardware and Collocation fees and
expenses.

- 6 -
<PAGE>

7.2.2 HOSTING, OPERATION AND MAINTENANCE FEES. During the
first year from the Effective Date, the KK shall pay
AJI a fee of $[*] per calendar month for AJI's
hosting, operating and maintaining the Japanese
language version of the Teoma web search services.
Thereafter, the parties shall meet no less frequently
than once per calendar quarter and agree in writing
on any adjustment to the fee to reflect AJI's actual
costs in providing the Hosted Services.

7.3 TAXES. KK shall pay, and indemnify and hold AJI harmless from
and against any and all sales, use, excise, value-added or similar tax, fee or
duty (excluding for the avoidance of doubt withholding taxes which shall be
deducted if applicable and taxes based on AJI's net income), including any
penalties and interest (other than any resulting from AJI's or its affiliates'
neglect or default), levied on the delivery of the Updates to KK or KK's use
thereof, or any payments made by KK to AJI hereunder.

7.3.1 WITHHOLDING TAXES. Withholding taxes, if any, levied
on the amounts payable to AJI pursuant to this
Agreement and required to be withheld from such
payments may be withheld and paid by KK to the
appropriate tax authorities, and all amounts payable
to AJI shall be subject to deductions of amounts
equivalent to such withholding taxes. KK shall
provided reasonable assistance to AJI in obtaining
documents necessary for Licensor to obtain credits
for any taxes which are withheld.

8. CONFIDENTIALITY.

8.1 NON-DISCLOSURE AND NON-USE. Each party receiving Confidential
Information shall use such information only for the purposes of fulfilling its
obligations under this Agreement and shall treat such information as strictly
confidential, and shall use the same care to prevent disclosure of such
information as such party uses with respect to its own confidential and
proprietary information, which shall not be less than the care a reasonable
person would use under similar circumstances. In any event, each party receiving
Confidential Information shall disclose such Confidential Information only to
those authorized employees or consultants of such party whose duties justify
their need to know such information, who have been clearly informed of their
obligation to maintain the confidential and/or proprietary status of such
Confidential Information and are contractually bound to do so.

8.2 CERTAIN EXCEPTIONS. A party may disclose Confidential
Information to the extent required to comply with applicable international,
federal, state or local law, regulation, court order, or other legal process.

9. WARRANTIES.

9.1 AJI warrants that:

9.1.1 it will perform services with reasonable skill and
care;

9.1.2 all Intellectual Property Rights in the Updates and
Documentation shall be owned by AJI legally and beneficially free from all
encumbrances, or shall be the subject of valid and subsisting licenses to AJI
from third parties ("THIRD PARTY LICENSES"); and

- 7 -
<PAGE>

9.1.3 so far as AJI is aware, none of the Intellectual
Property Rights licensed to KK under this Agreement will infringe the
Intellectual Property Rights of any third party.

9.2 LIMIT OF TIME. Any claim brought under sections 9.1.1 shall be
notified to AJI in writing within [*] days of performance of services allegedly
breaching the warranty stated in that section.

9.3 DISCLAIMER. Save as expressly set out in this Agreement, there
are no other representations, warranties, conditions, or other terms concerning
the Licensed Software, the Hosting Services, the Updates or the Documentation,
and AJI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND OTHER TERMS, WHETHER
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
TERMS AS TO TITLE, QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE, AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS. AJI DOES NOT WARRANT THAT THE UPDATES
(OR THE LICENSED SOFTWARE TOGETHER WITH ANY UPDATE(S)) WILL OPERATE WITHOUT
INTERRUPTION OR BE ERROR FREE.

9.4 REMEDY FOR BREACH OF HOSTED SERVICES OBLIGATIONS

IN THE EVENT THAT AJI FAILS TO PERFORM THE HOSTED SERVICES OBLIGATIONS
AS SET FORTH IN SECTION 4, THEN KK OR ITS APPOINTED AGENTS (BEING
PERSONS REASONABLY ACCEPTABLE TO AJI) SHALL BE ENTITLED TO NOMINATE UP
TO 4 REPRESENTATIVES TO ATTEND, AT THE COST OF AJI, AT THE OFFICES OF
ASK JEEVES, INC. IN CALIFORNIA IN ORDER TO SUPERVISE AND CONSULT IN
RELATION TO THE RESOLUTION OF ANY TECHNICAL AND OTHER ISSUES WHICH ARE
THEN PREVENTING THE PROPER OPERATION OF THE HOSTED SERVICE OR CAUSING
NON-COMPLIANCE WITH THE OTHER RELEVANT OBLIGATIONS NOTED ABOVE. SUCH KK
REPRESENTATIVES SHALL BE ENTITLED TO CONTINUE SUCH MONITORING AND
CONSULTATION ACTIVITY FOR SO LONG AS THEY REASONABLY CONSIDER
NECESSARY. THE KK SHALL IN ADDITION BE ENTITLED TO APPOINT SUCH
REPRESENTATIVES TO FULFILL THE SAME FUNCTION IF AT ANY FUTURE TIME THE
HOSTED SERVICE CEASES TO BE IN OPERATION OR THERE IS NON-COMPLIANCE
WITH THE OTHER RELEVANT OBLIGATIONS NOTED ABOVE, AND AJI HAS NOT WITHIN
[*] BUSINESS DAYS RESTORED THE HOSTED SERVICE TO FULL OPERATION OR
RECTIFIED OTHER RELEVANT NON-COMPLIANCE. ANY RESULTING MODIFICATIONS
SHALL BE DEEMED TO FORM PART OF THE LICENSED SOFTWARE AND LICENSED TO
KK ACCORDINGLY. AJI SHALL REIMBURSE ALL TIME COSTS (AT REASONABLE DAILY
RATES) AND TRAVEL AND SUBSISTENCE EXPENSES (IN ACCORDANCE WITH
REASONABLE PRE-AGREED POLICIES) INCURRED BY KK FOR SUCH WORK. SUCH
PAYMENTS SHALL CONSTITUTE KK'S SOLE REMEDY FOR THE RELEVANT BREACH AND
SHALL COUNT AS PAYMENTS FOR THE PURPOSES OF SECTION 9.5 BELOW; PROVIDED
HOWEVER, THIS SECTION SHALL IN NO WAY LIMIT OR RESTRICT KK'S ABILITY TO
SEEK REMEDIES FOR BREACHES OTHER THAN THOSE RELATED TO THE HOSTED
SERVICES, INCLUDING BY WAY OF EXAMPLE ONLY, THOSE RELATING TO
INTELLECTUAL PROPERTY RIGHTS IN SECTION 5 ABOVE, OR A BREACH OF THE
REPRESENTATIONS AND WARRANTIES OF SECTION 9.1 ABOVE, OR A BREACH OF ANY
RIGHT OR OBLIGATION GRANTED UNDER OR SET FORTH IN THE DLA.

9.5 LIMITATION OF LIABILITY.

EXCEPT IN THE EVENT OF A BREACH BY EITHER PARTY OF SECTION 8
("CONFIDENTIALITY"), KK'S EXCEEDING THE SCOPE OF THE LICENSES GRANTED IN SECTION
2 ("LICENSE GRANTS TO KK") OR KK'S FAILURE TO PAY ROYALTIES DUE UNDER SECTION 7
("PAYMENTS") FOR WHICH THE LIMITATIONS OF LIABILITY UNDER THIS SECTION 9.5 SHALL
NOT APPLY, NEITHER PARTY SHALL BE LIABLE

- 8 -
<PAGE>

FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER
ARISING, AND WHETHER FOR BREACH OF CONTRACT, TORT, OR OTHERWISE, INCLUDING ANY
LIABILITY FOR NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
EXCEPT IN THE EVENT OF A BREACH BY EITHER PARTY OF SECTION 8
("CONFIDENTIALITY"), KK'S EXCEEDING THE SCOPE OF THE LICENSES GRANTED IN SECTION
2 ("LICENSE GRANTS TO KK") OR KK'S FAILURE TO PAY FEES DUE UNDER SECTION 7
("PAYMENTS") OR AS A RESULT OF A CLAIM UNDER SECTION 10 ("INDEMNITY"), OR
PURSUANT TO THE INDEMNITY IN SECTION 5.3 ("INDEMNITY") FOR WHICH THE LIMITATIONS
OF LIABILITY OF THIS SECTION 9.5 SHALL NOT APPLY, IN NO EVENT SHALL EITHER PARTY
BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN [*] (THE "GENERAL
FINANCIAL CAP"). THIS LIMITATION OF EACH PARTY'S LIABILITY IS CUMULATIVE, WITH
ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING
AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE
CLAIMS WILL NOT ENLARGE THE LIMIT.

10. INDEMNITY.

10.1 KK INDEMNITY. Without prejudice to Section 5.3 ("Indemnity"),
KK shall indemnify and hold AJI and its licensors harmless from and against any
and all liabilities, claims, losses, costs and expenses, including without
limitation reasonable attorneys' fees which AJI or AJI's licensors may incur as
a direct result of any third party claims in any form arising from, relating to
or in connection with any content or services offered on the KK Site or any
other service offered by the KK, or from any breach by KK of Section 3.2 above.

11. TERM AND TERMINATION.

11.1 TERM. This Agreement will commence on the Effective Date and
will remain in effect unless and until terminated by the mutual agreement of the
parties or pursuant to Section 11.2 ("TERMINATION").

11.2 TERMINATION.

11.2.1 TERMINATION FOR BREACH. This Agreement may be
terminated by either party on [*] days written notice to the other if the other
party commits a Material Breach of this Agreement and such breach is not cured
within such [*] day period. For purposes of this Section, a "Material Breach"
shall include, without limitation: (i) KK's breach of the scope of the Field of
Use or Territory restrictions; (ii) an assignment of KK's rights or obligations
under the Agreement in contravention of Section 12.9 ("Successors and Assigns");
or (iii) failure to make payments required under Section 6 ("Payments"). Without
limiting any other provision of this Agreement, if either party gives the other
notice of a Material Breach, the parties shall arrange for the following
escalation of dispute resolution procedures within the [*] day cure period for
such Material Breaches: First, within [*] days after such notice is given,
arrange for their chief executive officers (or another senior executive
specifically requested to act for such chief executive officer) to seek to
resolve the dispute. Second, if the dispute cannot be resolved by the parties'
senior executives within a week after such discussions are initiated, the
parties shall engage in non-binding mediation to be conducted by a mediator
appointed by JAMS/ENDISPUTE or, where the parties agree otherwise, a
mutually-accepted mediator with specific industry expertise.

- 9 -
<PAGE>

11.2.3 TERMINATION RESULTING FROM TERMINATION OF OTHER
AGREEMENTS. This Agreement shall terminate immediately if the KK established by
the Joint Venture Agreement is dissolved or if the DLA is terminated or
otherwise expires.

11.3 EFFECTS OF TERMINATION. Upon termination or expiration, KK
shall otherwise return or destroy all AJI Confidential Information and certify
that it has done so, provided that KK shall not be required to purge backup and
archival copies of AJI information made in the ordinary course of business which
may contain KK Confidential Information. AJI will return or destroy all KK
Confidential Information and certify that it has done so, provided that AJI
shall not be required to purge backup and archival copies of AJI information
made in the ordinary course of business which may contain KK Confidential
Information.

11.4 SURVIVAL. Each party's rights and obligations under, and the
other provisions of, the following Sections will survive the expiration or
termination of this Agreement for any reason: Sections 1 ("Definitions"); 8
("Confidentiality"); 11.3 ("Effects of Termination"); 11.4 ("Survival") and 12
("General"), as shall any obligations expressed to survive or which by their
nature must be intended to survive such termination.

12. GENERAL.

12.1 RELATIONSHIP OF PARTIES. Nothing in this Agreement will be
construed as creating any agency, KK, or other form of joint enterprise between
the parties. Neither party will have the authority to act or create any binding
obligation on behalf of the other party.

12.2 FORCE MAJEURE. Each party will have no liability to the other
party as a result of any delay or failure in the performance of such party's
obligations under this Agreement (except payment obligations) if the delay or
failure is caused by events or circumstances beyond such party's control
including earthquakes, fires, floods, riots, wars, labor disputes, shortages of
materials or supplies, changes in laws or government requirements, and
transportation difficulties. If either party is prevented from performing any of
its obligations hereunder due to any such event or circumstance beyond its
control, it will use reasonable efforts under the circumstances to notify the
other party and to resume performance as soon as reasonably possible.

12.3 NOTICES. All notices, consents, waivers, and other
communications intended to have legal effect under this Agreement must be in
writing, must be delivered to the other party at the address set forth at the
top of this Agreement by personal delivery, telecopier or facsimile
transmission, certified mail (postage pre-paid), or a nationally recognized
overnight courier, and will be effective upon personal delivery, five (5) days
after deposit in the mail, or upon acknowledgement of receipt of an electronic
transmission. Each party may change its address for receipt of notices by giving
notice of the new address to the other party.

AJI: fax number: USA [*], attention: President, AJI (with copy to
General Counsel, Ask Jeeves, Inc.)

KK: fax number: [*], attention: President

With a courtesy copy (which shall not constitute notice of
service of process) to:

- 10 -
<PAGE>

Transcosmos Investments & Business Development Inc. fax
number: [*], attention: Legal Notice

12.4 DISPUTE RESOLUTION.

12.4.1 ALTERNATIVE DISPUTE RESOLUTION. The parties will
attempt to settle any claim or controversy arising out of this Agreement through
consultation and negotiation in good faith and in a spirit of mutual
cooperation. If those attempts fail, then such dispute will be mediated with the
assistance of an independent mediator in accordance with the rules of
JAMS/ENDISPUTE. Any dispute which the parties cannot resolve through negotiation
or mediation within ninety (90) days of the date of the initial demand for
negotiation by one of the parties shall be submitted to binding arbitration, in
accordance with Section 12.4.2 ("ARBITRATION") below.

12.4.2 ARBITRATION. Any dispute, controversy or claim arising out of
or relating to this Agreement, or the breach, termination, or invalidity
thereof; shall be settled by arbitration in San Francisco, California, U.S.A. in
accordance with the rules of JAMS/ENDISPUTE by three (3) arbitrators
knowledgeable in the field of software licensing appointed in accordance with
such rules. The language of the arbitration shall be English with Japanese
translation as requested. California law shall govern any arbitration proceeding
arising from this Agreement. The arbitration award shall be final and binding
upon the parties, and judgment on such award may be entered in any court having
jurisdiction thereof. To the extent permitted by law, the Parties shall keep
proceedings and award confidential.

12.5 GOVERNING LAW. This Agreement will be governed by and
interpreted in accordance with the laws of the State of California, excluding
any conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Agreement to the substantive law of
another jurisdiction. The parties agree that the United Nations Convention on
the Sale of International Goods will not apply to this Agreement.

12.6 INJUNCTIVE RELIEF. It is understood and agreed by both parties
that a breach of the provisions of this Agreement by the other may cause
irreparable damage for which recovery of monetary damages would be inadequate,
and that either party may seek interim injunctive or other equitable relief to
protect their Confidential Information, Intellectual Property Rights and other
rights under the Agreement, in addition to any and all remedies available at
law.

12.7 WAIVER. The failure of either party to require performance by
the other party of any provision of this Agreement will not affect the full
right to require such performance at any time thereafter; nor will the waiver by
either party of a breach of any provision of this Agreement be taken or held to
be a waiver of the provision itself.

12.8 SEVERABILITY. If any provision of this Agreement is
unenforceable or invalid under any applicable law or is so held by applicable
court decision, such unenforceability or invalidity will not render this
Agreement unenforceable or invalid as a whole, and such provision will be
changed and interpreted so as to best accomplish the objectives of such
unenforceable or invalid provision within the limits of applicable law or
applicable court decisions.

12.9 ASSIGNMENT. Neither party may assign this Agreement nor any rights or
obligations under this Agreement (by operation of law or otherwise) in whole or
in part without the prior written consent of the other, which may be withheld in
its sole discretion. Any attempted assignment without the

- 11 -
<PAGE>

prior written consent of the other will be null and void ab initio and will be a
material breach of this Agreement. This Agreement will bind and inure to the
benefit of the respective successors and permitted assigns of the parties and
the parties shall cause their successors and permitted assigns, including
without limitation those resulting from merger, acquisition, consolidation or
other like events, to perform their respective obligations under this Agreement.
In the event that either party should engage in negotiations with a potential
successor, assignee, or merger partner, that party shall promptly and completely
disclose the terms of this Agreement to the third party, and the disclosing
party shall take all necessary steps to ensure the assumption of and compliance
with all terms of this Agreement by that party's successor or assign. Upon the
request of the other party to this Agreement, a party so engaged in potential
succession or merger negotiations shall provide the requesting party with
written assurances of the negotiating party's compliance with this Section.

12.10 EXPORT CONTROL. KK and AJI and KK shall comply with all U.S.,
Japan and other governmental laws and regulations concerning the export or
re-export of the Licensed Software, Updates, KK Improvements and Documentation.

12.11 ENTIRE AGREEMENT AND AMENDMENT. This Agreement together with
the Exhibits attached hereto, the KK Agreement and the Services Agreement
completely and exclusively states the agreement of the parties regarding its
subject matter, and supersedes all prior or contemporaneous understandings,
agreements, or other communications between the parties, oral or written,
regarding such subject matter except fraudulent misrepresentations. This
Agreement may be amended only in a document signed by authorized representatives
of both parties.

12.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be original as against any party whose
signature appears thereon, and all of which together shall constitute one and
the same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected herein as signatories.

IN WITNESS WHEREOF, the parties, by their duly authorized
representatives, have executed this Agreement as of the date first above
written.

AJI KK

By: /s/ Brett Robertson By: /s/ Shiokawa Hirotaka
-------------------------- -------------------------

Name: Brett Robertson Name: Shiokawa Hirotaka

Title: General Counsel Title: President and CEO

- 12 -
<PAGE>

EXHIBIT A

SERVICE LEVEL SUPPORT AGREEMENT

Telephone assistance and consultation for the purpose of resolving
implementation and performance issues with respect to the Licensed Software

Training in the use of AJI proprietary tools, processes and features

Access to information on upcoming features

SERVICE LEVEL AND RESULTS EFFICACY REQUIREMENTS

The Service Level Requirements below are intended solely for the purpose of
establishing performance targets for the Teoma Search Service ("Service or
Services") used on the Ask Jeeves Japan website. Ask Jeeves will use
commercially reasonable efforts to meet these targets, however, Ask Jeeves makes
no guarantee that the Service will meet or exceed these performance targets.
These targets do not include the unavailability of Ask Jeeves Japan equipment or
servers, network connectivity problems of 3rd parties or other force majeure
events. In addition, the performance targets set forth herein are applicable to
the Service as of the date of this Agreement and the targets may be modified by
Ask Jeeves in response to the addition of new features or functionality to the
Service.

UP-TIME AND AVAILABILITY

Up-time is intended to measure the percentage of time the Services are available
to serve search queries from either our primary or failover indexes.

Up-time for the Services will be measured by ASK JEEVES, using Keynote, or
equivalent independent external ITP. The Up-time target for the Services shall
be equal to or greater than [*] percent measured over a monthly period, and for
Whatzup reporting, Up-time target for the Services shall be equal to or greater
than [*] percent (and continuously unavailable time shall not exceed 24-hours)
measured over a monthly period.

The Service, as well as Ask Jeeves Japan servers' connectivity to the Internet,
will be monitored by Keynote or equivalent using at least one mutually agreed
upon monitoring point. Ask Jeeves Japan' and ASK JEEVES' connectivity maybe
monitored simultaneously by Keynote or equivalent to determine the source of any
violations of this up-time requirement. Ask Jeeves Japan can review all the
Keynote reporting of the measured Uptime of the Service. The parties will work
together to solve any deficiencies in accordance with the Problem Management and
Escalation Procedures set forth below.

ASK JEEVES does not routinely schedule maintenance other than on an as needed
basis to avoid unnecessary downtime, however ASK JEEVES will provide at least
two business days advance notice of

- 13 -
<PAGE>

any scheduled maintenance and advise whether or not such scheduled maintenance
may impact live service.

QUERY RESPONSE TIME REQUIREMENT

The query response time is intended to measure the amount of time the ASK JEEVES
search service takes to respond to a request for well-formed search queries
presented to ASK JEEVES' servers from the Ask Jeeves Japan servers.

For the Ask Jeeves Japan Site the query response latency is defined as the time
between the Ask Jeeves Japan Site's servers sending a search query request to
the Service and the Ask Jeeves Japan Site's servers receiving a complete search
results set in response from the Service, as measured at the network border of
the Ask Jeeves Japan Site's front end machines. This latency will not include
internal Ask Jeeves Japan Sites network latency or failures, or latency
introduced by extraordinary Internet congestion. Extraordinary Internet
congestion will be in effect if the hourly mean Keynote Business 40 Benchmark
Page latency is over [*] for the Keynote Business 40 Benchmark Page latency.

The Query response time should be defined three different categories.
[*]

request and not to exceed a monthly basis, ASK JEEVES will provide Ask Jeeves
Japan with Keynote reports that will show the query response times for the
preceding month.

CACHING

The KK shall not install any solution which attempts to cache our search results
without our approval.

SERVER CAPACITY

For the Ask Jeeves Japan Site, ASK JEEVES shall maintain sufficient
infrastructure capacity to successfully service no fewer than [*] queries a day
and [*] queries per second (QPS) (regardless of current traffic), and provide
service for traffic growth of [*] per month over the preceding monthly traffic
average.

AJJ shall be responsible for the cost of any expansion associated with an
increase in traffic, index size, new or improved features.

In the event Ask Jeeves Japan believes that the growth in query traffic will
exceed [*], Ask Jeeves Japan agrees to provide a traffic forecast in writing 30
days prior to requiring the desired capacity and such increased capacity
requirement shall be subject to ASK JEEVES approval.

- 14 -
<PAGE>

URL SUPPRESSION

ASK JEEVES will provide a method for suppression of "blacklisted" URL's that Ask
Jeeves Japan wishes to suppress from its results set. ASK JEEVES will create a
URL Suppression UI for Ask Jeeves Japan to use, and upon submission of a URL,
the submitter will receive an email update. Non-emergency URL suppression will
occur within [*] of notice. Ask Jeeves Japan will not be charged for any such
blacklisted URL's delivered after the [*] notice period. Emergency URL
suppression will occur within [*] days, provided AJJ has provided the necessary
queries. Emergency URL suppression requests shall not exceed [*] URLs per day,
[*] URLs per month, [*] queries per day or [*] queries per month.

PROBLEM MANAGEMENT AND ESCALATION PROCEDURES

Each party shall provide 24x7 support for problem management. Each party agrees
to respond to requests for emergency support within [*] from when such emergency
support request is submitted to the other party's emergency support mechanism.
This mechanism is subject to change.

ASK JEEVES and Ask Jeeves Japan will establish the following mechanism to
provide 24x7 support for Service: Appendix A

XML STANDARDS COMPLIANCE TOLERANCE

[*]

HTML STANDARDS COMPLIANCE TOLERANCE

[*]

DATA FORMAT

ASK JEEVES should not make any changes to the format in which data is sent to
Ask Jeeves Japan without 30-days advance written notice.

DATA MAINTENANCE

Crawling to Indexing operation will be executed by ASK JEEVES aligned by Ask
Jeeves Japan's schedule. Schedule will be defined for each index set release
between ASK JEEVES and Ask Jeeves Japan. The standardized days for each process
will be defined as follows.

[*]

API

ASK JEEVES will provide Ask Jeeves Japan with 30 days written advance notice of
any API changes. ASK JEEVES shall provide Ask Jeeves Japan with a means for
separating calls by properties/products (e.g. "&product=Ask Jeeves Japan_Search"
will be added to HTTP URL). Ask Jeeves shall reference and split out each
product on invoices submitted to Ask Jeeves Japan.

- 15 -
<PAGE>

DNS TTL

Ask Jeeves Japan shall adhere to the DNS TTL specified by Ask Jeeves. Ask Jeeves
DNS TTL is currently set at [*], but may be modified by Ask Jeeves from time to
time.

- 16 -
<PAGE>

EXHIBIT B
MASTER CORPORATE SERVICES AGREEMENT

MASTER CORPORATE SERVICES AGREEMENT

This Master Corporate Services Agreement ("AGREEMENT") is entered into and made
effective contemporaneously with the Hosting Services Agreement (the "HOSTING
SERVICES AGREEMENT"), by and between Ask Jeeves, K.K. ("COMPANY") and Ask Jeeves
International, Inc. ("AJI"). For purposes of this Agreement, the "Effective
Date" shall be that Effective Date defined in the Hosting Services Agreement.

From time-to-time, Company may desire the services of AJI and AJI may desire and
agree to perform such services for Company. The parties will each indicate their
agreement with regard to AJI's provision of such services by signing an addendum
(hereinafter referred to as a "STATEMENT OF WORK") to this Agreement in the
format set forth in Exhibit B-1. A Statement of Work may contain additional
terms and conditions, or reference exhibits or attachments, applicable to that
Statement of Work. In the event of a conflict between this Agreement and a
Statement of Work, this Agreement will prevail.

In consideration of the mutual promises and undertakings set forth herein, the
parties agree as follows:

1.0 SCOPE OF SERVICES.

1.1 Company will incur no liability to purchase any services hereunder
unless and until this Agreement is implemented by a specific purchase
order and/or a Statement of Work. This Agreement will prevail and take
precedence over all terms and conditions that are preprinted, typed,
stamped or handwritten on any quotation form, invoice, acknowledgment
form, or purchase order utilized by either party in the transactions
covered by this Agreement.

1.2 AJI will perform and furnish Company with the services as described in
a Statement of Work, and Company hereby retains AJI to perform such
services for the period of time stated on such Statement of Work.
Either party may request a change to a Statement of Work, and such
change will be deemed made only if set forth in a writing that
references the Statement of Work and that has been signed by authorized
representatives of each party. When requested by Company, AJI's
services may include AJI collaborating with or assisting other third
parties retained by Company or for whom Company is performing services,
including Company customers.

1.3 AJI will assign a Project Manager, as identified in a Statement of
Work, who will regularly meet with Company personnel on matters
pertaining to a Statement of Work, and who will procure, manage and
direct AJI's resources as requested by the Company Project Coordinator
and as defined in a Statement of Work.

1.4 Each party is acting as an independent contractor. This Agreement is
nonexclusive and does not create an agency relationship, partnership,
or joint venture. Neither party will have any right, power, or
authority to act or to create any obligation, express or implied, on
behalf of the other.

2.0 AJI'S WARRANTIES.

2.1 AJI warrants and represents to Company that:

- 17 -
<PAGE>

(a) in carrying out the services described in this Agreement and all
Statements of Work issued hereunder, all services performed by AJI
under this Agreement will be performed in a manner consistent with
industry standards and any applicable Statement of Work.

(b) AJI will provide Work Product (also sometimes referred to as
"DELIVERABLES") that conforms to the specifications contained in the
relevant Statement of Work and as otherwise mutually agreed upon
between Company and AJI in writing;

(d) other than for material supplied by Company, that: (a) the Work Product
will be the original work of AJI; (b) AJI possesses all necessary
right, title and interest in the Work Product necessary for AJI to
grant to Company the rights and licenses stated in this Agreement; (c)
to AJI's knowledge, the Work Product does not infringe on any third
party's patent, copyright, trademark, trade secret or other
intellectual property right;

(e) AJI will comply with all applicable laws, statutes, ordinances,
administrative or executive orders, rules and regulations as they
relate to this Agreement and the services and Work Product provided by
AJI.

2.2 The parties indemnify each other consistent with the provisions in the
Hosting Services Agreement between Company and AJI. Further, the limits
of liability and exclusion of damages provisions of the License
Agreement shall be applicable to this Agreement.

3.0 WORK PRODUCT RIGHTS.

The term "Work Product," as used in this Agreement, refers to all items,
including works of authorship, programs, documentation, products, or other
materials or items, prepared for or delivered to Company by AJI, its employees,
agents or subcontractors during the term, or otherwise produced as a result, of
this Agreement or any Statement of Work issued hereunder. All ownership of the
Work Product shall be as described in the Hosting Services Agreement and or the
DLA, as applicable.

4.0 ACCEPTANCE; APPROVALS.

4.1 Work Product will be subject to review and acceptance by
Company based on the requirements of this Agreement and the
applicable Statement of Work, and final payment will not be
due before such acceptance, which will not be unreasonably
withheld. Upon completion and delivery of a Deliverable to the
KK, the KK shall inspect such Deliverable to determine whether
it conforms to the Statement of Work. Within [*] calendar days
after delivery of each Deliverable, the receiving party will
provide the other party with a written notice of acceptance of
such Deliverable or a statement of Errors (the "STATEMENT OF
ERRORS") to be corrected prior to the Deliverable being
accepted. Failure to deliver such written notice shall
constitute acceptance of such Deliverable. "Errors" means (i)
defects in the Deliverable that cause it not to operate in
material conformance with the Statement of Work; or (ii)
defects in any documentation that render it in a material
manner not in conformance with the Statement of Work. AJI will
promptly correct the Errors in any Deliverable it delivers
that are set forth in the Statement of Errors and redeliver
the

- 18 -
<PAGE>

Deliverable to the KK. The KK will reexamine the Deliverable
within the same time frames as specified above for initial
delivery and will provide the other with written acceptance or
another Statement of Errors. The procedure set forth in this
Section 4.1 will be repeated until the receiving party accepts
the Deliverable or terminates the applicable Statement of Work
pursuant to this Section 4.1. Should the KK determine, prior
to acceptance, that any Deliverable it receives fails to meet
the Specifications after the third redelivery of that
Deliverable, the KK may terminate the applicable Statement of
Work without incurring any additional liability.

5.0 PAYMENT.

5.1 If applicable to the specific project, Company will pay AJI for all
services and Work Product provided under this Agreement according to
the payment terms specified in the applicable Statement of Work.

5.2 Subject to completion of the agreed upon acceptance procedure in the
applicable Statement of Work, Company will make such payment to AJI
within thirty (30) days of receipt of an invoice. All invoices will be
addressed to the Company Project Coordinator specified in the
applicable Statement of Work.

5.3 Responsibility for taxes shall be as provided in the Hosting Services
Agreement. Further, unless a Statement of Work specifies otherwise, AJI
is solely responsible for payment to all third parties with whom it
subcontracts in providing the services and Work Product required under
this Agreement.

6.0 TERM OF AGREEMENT.

6.1 The term of this Agreement shall be coterminous with the term of the
Hosting Services Agreement and any termination of the Hosting Services
Agreement shall be effective as a termination of this Agreement without
further notice or action required by either party; provided, however,
that this Agreement will remain in effect with regard to any Statement
of Work(s) already in effect, unless such Statement of Work(s) is
terminated as provided for herein or until performance is completed
thereunder.

6.2 Company may terminate any Statement of Work, or any portion thereof,
without cause by providing AJI with [*] days prior written notice. Upon
receipt of such notice, AJI will immediately stop all activities
associated with the terminated Statement of Work. Company's obligation
pursuant to that Statement of Work, and AJI's exclusive remedy, will be
limited to payment to AJI, at the payment schedule specified in the
Statement of Work, for the work completed and not yet paid for by
Company at the time of such termination. Company will make such
payment, if any, after Company receives the services and any related
Work Product specified in the notice. Company may terminate any
Statement of Work, or any portions thereof, with cause by providing AJI
with [*] days prior written notice, and AJI will have this [*] day
period to cure, unless otherwise agreed.

6.3 Payments which may have been made by Company to AJI in advance, which
are in excess of amounts due AJI in accordance with Section 5, will be
refunded by AJI to Company within thirty

- 19 -
<PAGE>

(30) days following the effective date of termination to the Company
Project Coordinator specified in the effected Statement of Work.

6.4 Any property, including hardware or software, that was provided by
Company to AJI without obligation of payment by AJI will be immediately
returned to the Company, in the same condition that such property was
received, less normal wear and tear, by no later than the effective
date of such termination.

6.5 Sections 2.0, 3.0, 5.0, 6.0, 8.0, and 9.7 of this Agreement will
survive the termination or expiration of this Agreement or any
Statement of Work.

7.0 FACILITIES.

If any of the services are to be performed at Company's facilities, AJI's
employees, agents and subcontractors will follow all of Company's reasonable
policies and procedures concerning security, as well as all work rules and
regulations, including signing a confidentiality agreement in a form acceptable
to Company and reasonably acceptable to AJI.

8.0 CONFIDENTIALITY.

The parties agrees to keep the existence of this Agreement, including the nature
of the services and the Work Product provided under all Statements of Work
issued hereunder, as well as all information disclosed by one party to the other
and its employees pursuant to this Agreement, confidential. All other
information exchanged under this Agreement is non-confidential. If either party
elects to disclose any other confidential information to the other party, such
disclosure will be made under the terms and conditions contained in the Hosting
Services Agreement.

9.0 GENERAL PROVISIONS.

9.1 ALL AMENDMENTS IN WRITING. No waiver, amendment or modification of any
provisions of this Agreement will be effective unless it is in writing,
prepared as an amendment referencing this Agreement, and signed by duly
authorized representatives of both parties. Furthermore, no provisions
in either party's purchase orders, invoices or other business forms
employed by either party will supersede the terms and conditions of
this Agreement.

9.2 DELAY IS NOT WAIVER. No failure or delay by either party in exercising
any right, power or remedy under this Agreement, except as specifically
provided in this Agreement, will operate as a waiver of any such right,
power or remedy.

9.3 ASSIGNMENT. Subject to Section 4.6 of the Hosting Services Agreements,
AJI may assign, delegate or subcontract its obligations under this
Agreement or any Statement of Work. This Agreement is binding on the
successors in interest and permitted assigns, and each party shall
cause their successors in interest and permitted assigns, including
without limitation, those resulting from merger, acquisition,
consolidation or other like events, to perform their respective
obligations under this Agreement.

9.4 FORCE MAJEURE. Neither party shall be liable for any damages or penalty
for any delay in performance of, or failure to perform any obligation
hereunder or for failure to give the other party

- 20 -
<PAGE>

prior notice thereof when such delay or failure is due to the elements,
acts of God, civil or military authority, war, acts of terrorism riots,
strikes, fire or other causes beyond that party's reasonable control
and without its fault or negligence. The party whose performance is
prevented by an act of force majeure shall (a) use reasonable business
efforts to promptly notify the other of conditions which will result in
a delay in or failure of performances, (b) use reasonable business
efforts to avoid or remove the conditions, and (c) resume performance
as soon as is reasonably practicable after the condition of force
majeure is no longer operative.

9.5 SEVERABILITY. If any provisions of this Agreement are held to be
invalid or unenforceable, they are to that extent to be deemed omitted
and the remaining provisions of this Agreement will remain in full
force and effect.

9.6 DISPUTES. Disputes shall be resolved in accordance with the dispute
resolution procedures in the Hosting Services Agreement.

9.7 HEADINGS. The titles and headings of the various sections in this
Agreement are intended solely for convenience of reference and are not
intended for any other purpose whatsoever, or to explain, modify or
place any construction upon any of the provisions of this Agreement.

9.8 GOVERNING LAW. This Agreement will be governed by the laws of the State
of California, without reference to conflicts of law principles. Any
dispute arising out of or in relation to this Agreement or the
interpretation, making, performance, breach or termination thereof,
would be finally settled by binding arbitration in San Francisco
County, California under the Commercial Arbitration Rules of the
American Arbitration Association by three arbitrators appointed in
accordance with said Rules. Judgment on the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
The parties would share equally the costs of the arbitration, including
administrative and arbitrators' fees. Each party would bear the cost of
its own attorneys' fees and expert witness fees. The parties agree that
the United Nations Convention on Contracts for the International Sale
of Goods is specifically excluded from application to this Agreement.

9.9 ENTIRE AGREEMENT. This Agreement, which includes all Statements of Work
issued hereunder, constitutes the entire agreement between AJI and
Company concerning the subject matter hereof and thereof, and, except
as specifically set forth herein, supersedes all previous
communications, representations, understandings and agreements, whether
verbal or written, between the parties to this Agreement.

In witness of this, the parties to this Agreement, by their respective duly
authorized officers or representatives, have each executed this Agreement
effective as of the date first written above.

- 21 -
<PAGE>

AGREED TO AND ACCEPTED BY:

AJI Inc. Company

By:______________________________ By:______________________________

_________________________________ _________________________________
Print Name Print Name

_________________________________ _________________________________
Title Title

_________________________________ _________________________________
Date Date

- 22 -
<PAGE>

EXHIBIT B-1

STATEMENT OF WORK

This Statement of Work dated ____________, by and between Ask Jeeves, K.K.
("COMPANY") and Ask Jeeves International, Inc. ("AJI"), is governed exclusively
by the terms and conditions of the Master Corporate Services Agreement
("AGREEMENT") between the parties. Company and AJI agree as follows:

1.0 PROJECT SCOPE.
AJI will provide the following services:

In addition, AJI will provide Company with monthly written project statements to
keep Company informed about AJI's progress, as well as invoice Company for any
payment that may be due in accordance with a Statement of Work.

AJI will provide its services at Company facility located at _________________.

2.0 TERM.

AJI's services will begin on _________, 200___ ("Start Date") and will use
reasonable business efforts to complete all services and Work Product on or
about ________, 200___ ("END DATE").

3.0 PERSONNEL.
Company and AJI will appoint representatives to the following positions:

3.1 Company Project Coordinator.
Company designates _________________ as Company Project Coordinator.

3.2 AJI Project Manager.
AJI designates __________________ as Project Manager.

4.0 DELIVERABLES.
AJI will provide the following specified Work Product:

- 23 -
<PAGE>

5.0 ACCEPTANCE CRITERIA.

5.1 Prior to AJI delivering services under this Statement of Work, Company
and AJI must approve written acceptance criteria and testing procedures
("ACCEPTANCE CRITERIA") which will govern both parties. If payment is
to be made as agreed-upon milestones are reached, the Acceptance
Criteria will include criteria and procedures applicable to each
milestone. If services are being provided on a time and material basis,
no Acceptance Criteria shall apply, and the services shall be deemed
accepted when performed.

5.2 Deliverables will be considered accepted when each of the objectives in
the Acceptance Criteria has been met and Company has completed an
acceptance form, attached as Exhibit B-2, for either interim Milestones
or project completion, as appropriate.

5.3 Except as otherwise provided in the Acceptance Criteria, an evaluation
period of up to five (5) business days may be utilized for review and
final acceptance of the Deliverables. Deliverables will be considered
accepted if Company do not reject them prior to the expiration of this
period or upon First Live Production Use, whichever occurs first.

6.0 PAYMENT.

Company shall pay to AJI______, as compensation for the services and all Work
Product provided hereunder:

7.0 PAYMENT SCHEDULE.

The fees specified in Section 6.0 (Payment) of this Statement of Work will be
payable in accordance with the following schedule:

IN WITNESS WHEREOF, the parties have executed this Statement of Work as of the
day and year first above written.

AJI Inc. Company

By:______________________________ By:______________________________

_________________________________ _________________________________
Print Name Print Name

_________________________________ _________________________________
Title Title

_________________________________ _________________________________
Date Date

- 24 -
<PAGE>

EXHIBIT B-2

ACCEPTANCE FORM
INTERIM MILESTONES

PROJECT NAME:_________________________________________________

DATES OF SERVICE:_____________________________________________

SERVICE PROVIDED:_____________________________________________

AJI PROJECT MANAGER:__________________________________________

COMPLETION AMOUNT
MILESTONE ACCEPTANCE CRITERIA DATE DUE
--------- ------------------- ---- ---

insert the milestone from the schedule insert the acceptance criteria for insert actual insert $
in the Statement of Work the milestone from the Statement of completion due from
Work date schedule
in SOW

OR - state the deliverable state acceptance criteria for same as above same as
deliverable above

AJI HAS MET THE MILESTONES IDENTIFIED ABOVE AND SATISFACTORILY PROVIDED ALL
RELATED DELIVERABLES.

COMPANY:

ACCEPTED BY:______________________________________________________

PRINTED:__________________________________________________________

TITLE:____________________________________________________________

Date:_________________

- 25 -
<PAGE>

EXHIBIT C

INITIAL HARDWARE FOR US AND JAPAN COLLOCATION FACILITIES:

[*]

- 26 -