between aaa corporation and bbb, inc
　　this amended and restated agreement (this 'agreement') is entered into as of _________,_________,_________(m,d,y) (the 'effective date') by and between aaa corporation, a corporation organized under the laws of the state of _________(placename) ('aaa'), and bbb, inc., a corporation organized under the laws of the state of _________(placename)('bbb'), with reference to the following facts:
　　a. on or about _________,_________,_________(m,d,y), aaa caused the formation of bbb and transferred certain aaa assets to bbb in return for certain stock in bbb.
　　b. to assist bbb in its daytoday operations as a new corporate entity, aaa and bbb entered into a map server license agreement dated as of _________,_________,_________(m,d,y) (the 'map server agreement'), pursuant to which aaa provided certain local street maps and driving directions and other mapping services to bbb, and bbb engaged aaa to provide such services.
　　c. the parties now desire to amend and supercede the map server license agreement in its entirety by entering into this amended and restated map server license agreement pursuant to the terms and conditions set forth herein.
　　therefore, the parties hereby agree as follows:
　　aaa confidential
　　1. definitions
　　1.1 'affiliates' shall mean any entity in which, as of the effective date, bbb, directly or indirectly, or through one or more intermediaries, holds the beneficial ownership of more than fifty percent (50%) of the equity securities or interests, and only so long as such ownership continues.
　　1.2 'data' shall mean all thirdparty data licensed by aaa and used in maps and in the separate data dump, as of the effective date.
　　1.3 'data dump' shall mean the set of data including but not limited to points of interest, city, and region, generally containing unique identifiers such as the related geographic location, name, type, and language, and used in bbb's cataloging system to enable users to search by point of interest when performing a search on bbb.
　　1.4 'bbb icon' shall mean any graphics or text, including, without limitation, persistent hyperlinks in the form of an bbb logo or other representational icon created by bbb for an bbb travel service or product.
　　1.5 'bbb data feed' shall mean the data supplied by bbb to aaa which contains the geographic location for any travel service offered by bbb, and the location where the bbb icon or other representational icon, which includes an underlying url to the bbb web site, should be placed on the mappoint.net maps used by bbb.
　　1.6 'bbbmaps' shall mean the map services provided on the bbb web site, located at as of the effective date.
　　1.7 'bbb updates' shall mean any updates, upgrades, error corrections, or other improvements to the server technology that bbb or its affiliates may have developed or will develop pursuant to this agreement.
　　1.8 'bbb web site' means any web site owned or controlled by bbb or its affiliates, which is accessed by users.
　　1.9 'launch date' shall mean the date that bbb begins providing travel services with maps served from computers hosted by aaa, and which in no event will be later than six (6) months after the effective date; provided aaa has meet the requirements of exhibit c and the parties have not mutually agreed to postpone such use.
　　1.10 'link' shall mean: (i) one or more hyperlinks located on the applicable areas of the mappoint.net maps, or (iii) any other alternative method that enables a user to access bbb. links also include any connection to bbb through the internet, email, broadband, internet ii, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether existing now or in the future).
　　1.11 'maps' shall mean collectively, the bbbmaps and the mappoint.net maps.
　　1.12 'mappoint.net maps' shall mean a reliable webenabled mapping solution developed by aaa that includes interactive maps, proximity searching and detailed driving directions.
　　1.13 'point of interest' shall mean those certain geographic locations, which include but are not limited to, such places as campgrounds, parks and other attractions or places of interest (e.g. the empire state building).
　　1.14 'server technology' shall mean the computer software owned by aaa and listed in exhibit a.
　　1.15 'service' shall mean the hosting of server technology, mappoint.net maps, specifications and formats, and which includes without limitation the testing, implementation, hosting, maintenance, support, operation and update schedules, as applicable, for the server technology, data and mappoint.net maps as provided by aaa to bbb as a part of such service, which enables bbb to use the mappoint.net maps as contemplated herein.
　　2. delivery, operation, and use
　　2.1 delivery. the parties acknowledge that bbb already has copies of the server technology and data in its possession as of the effective date.
　　2.2 updates and error corrections.
　　(a) aaa. aaa and bbb will cooperate to test the initial version of mappoint.net maps that aaa is operating as of the effective date in a beta environment to ascertain if it meets the stability requirements outlined in exhibit c hereto. each upgrade thereto shall be tested in a similar fashion. the parties will cooperate to ensure that the beta testing of the initial version and any upgrade thereto is concluded in a timely manner.
　　(b) mappoint.net map updates. when and if aaa makes commercially available during the term of this agreement any updates, upgrades, error corrections, or other improvements to the mappoint.net maps ('mappoint.net map updates'), aaa shall promptly make available such mappoint.net map updates to bbb on servers hosted by aaa to the extent permitted under applicable license agreements. upon bbb's commencement of use, such mappoint.net updates shall be considered part of the mappoint.net maps for purposes of this agreement. bbb must commence using each mappoint.net map update within sixty (60) days after it is first made commercially available; provided they meet the requirements of exhibit c and the parties have not mutually agreed to postpone such use.
　　(c) bbb. in the event that bbb or its affiliate develops any updates, upgrades, error corrections, or other improvements to the server technology, bbb shall promptly deliver, or cause its affiliate to deliver, such bbb updates to aaa.
    2.3 support and operation. prior to the launch date, bbb shall be solely responsible for the support and operation of the bbbmaps. effective as of the launch date, aaa shall be solely responsible for the support and operation of the maps, and agrees to provide the service to bbb in accordance with exhibit c hereto with at least the same service level that aaa will provide to the aaa properties currently using bbbmaps backend map server, which shall be no less than a commercially reasonable service level. as of the effective date, these aaa properties include carpoint, home advisor, ms commute, msn mobile, msnbc and yellow pages (the 'aaa backend properties'). aaa shall insure that it has the server infrastructure necessary to deliver stable service and handle the volume of calls/queries to bbb's mappoint.net maps servers that will be generated by usage levels forecasted quarterly by bbb pursuant to section 2.4, and that such service shall be delivered in a high grade and professional manner and in accordance with this section 2.3 and exhibit c. aaa will provide bbb with ninety (90) days advanced notice should aaa change or alter in any way the underlying latitude/longitude system provided at the time of launch of mappoint.net maps on bbb. the parties will implement a process for bbb's transition to use of mappoint.net maps as set forth in section 2.5 below.
　　2.4 bbb will make a commercially reasonable effort to provide aaa with reasonably accurate quarterly forecast of usage and sixty (60) days advance notice of any known significant usage volume increases and major releases.
　　2.5 transition plan. the parties agree that bbb's transition to mappoint.net maps will proceed as follows:
　　(a) prior to the launch date, aaa shall provide bbb with an explanation of the services and operating procedures not specified on exhibit c that aaa will provide.
　　(b) aaa shall resolve the four (4) bugs which are listed on exhibit e hereto prior to the launch date.
　　(c) aaa and bbb will test the initial version of mappoint.net pursuant to section 2.1 above.
　　(d) bbb must give aaa at least sixty (60) days prior written notice of the actual launch date.
　　(e) the current map server urls owned by bbb and used for providing maps to certain bbbmaps users will be allowed to reference bbb's dedicated cluster for mappoint.net. bbb will put the redirect in place to the aaa servers.
　　2.6 use of maps.
　　(a) the parties acknowledge that aaa is already using bbbmaps to serve local street maps and/or provide driving directions in the aaa backend properties. aaa agrees that by the launch date, it shall cease use of bbbmaps on the aaa backend properties, and in any and all current and future version of any aaa software programs (currently used in front page, macoffice, entourage, and aaa outlook). notwithstanding the foregoing, aaa shall not be required to cease use of bbbmaps in aaa hotmail, aaa iesearch or msn.com, or to stop linking to the front end of an bbb web site; provided, however, that following the launch date, bbb shall not be obligated to provide mapping services to any aaa property or product.
　　(b) notwithstanding anything to the contrary in this agreement, the parties agree and acknowledge that bbb shall not be required to use or continue to use all or any part of the mappoint.net maps or the service provided by aaa until six (6) months after the effective date, provided that such mappoint.net maps or service meet the requirements of exhibit c and the parties have not mutually agreed to postpone such use.
　　2.7 mappoint.net map functionality. within one (1) year following the effective date, aaa, at its sole cost and expense, will develop for mappoint.net maps functionality which enables bbb, at its option, to display within such mappoint.net maps, an bbb icon or a icon rendered by aaa to represent the specific location of a travel service made [**] available by bbb ('representational icon'), which will contain a link back to an bbb web site determined by bbb.
　　2.8 cobranding.
　　(a) except pursuant to certain bbb agreements where maps are not branded with bbb icons, the parties agree that all maps used by bbb will contain an bbb icon and the mappoint.net logo designated by aaa from time to time. the parties agree that in any case where a map is not branded with an bbb logo, bbb shall not be required to brand such map with a aaa logo. in no event shall the aaa mappoint.net logo contain designations such as 'www.' or 'http://' or marks of similar intent that serve as a protocol designator, or function as a clickable link to any web page. the bbb icon and the mappoint.net icon will not include any third party marks or advertisements. the bbb icon shall appear in close proximity to mappoint.net logo, with the placement and size of such cobranding to be commercially reasonable and mutually agreeable to the parties. a representative sample of the map cobranding is attached as exhibit g hereto.
　　(b) aaa shall maintain the bbb icon provided to aaa by bbb for such cobranding or any addition to or substitute thereof that bbb may provide to aaa from timetotime during the term of this agreement. in the event bbb provides aaa with a new or modified bbb icon for such cobranding, aaa shall implement the new bbb icon within thirty (30) days following receipt of the update from bbb. aaa shall not use any bbb icon in any other manner or for any other purpose without prior written approval by bbb. bbb shall not use any trademark of aaa in any manner or for any purpose without prior written approval by aaa.
　　2.9 dataset updates. aaa will use commercially reasonable efforts to update the data on a quarterly basis.
　　2.10 point of interest display. bbb shall have the right to select which point of interest will be displayed on the mappoint.net maps provided by aaa to bbb in accordance with this agreement.
　　3. license
　　3.1 server technology. aaa hereby grants to bbb and its affiliates a perpetual license (i) to make, use, reproduce, modify, adapt, create derivative works based on, and translate the server technology in object code and source code form, and (ii) to distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, and sell the server technology in connection with maps in object code form. notwithstanding the foregoing, bbb and its affiliates shall have no right to distribute, transmit, display, license, rent, lease or sell in any manner any portion of the server technology implemented in the aaa geography product unit's retail products or internal tools without the prior approval of aaa. additionally, bbb agrees, for itself and on behalf of its affiliates, that bbb and its affiliates shall not license the server technology, in any manner, to third parties that produce products or services that are competitive with the aaa geography product unit's (___)or the learning business unit's products or services without the prior approval of aaa, which approval shall not be unreasonably withheld or delayed.
　　3.2 third party exclusions. for twentyfour (24) months after the effective date, aaa agrees that it will not with respect to local street maps and driving directions and other mapping services, provide such mapping services to the following entities through a direct contractual agreement with such entities: hotel reservations network, travelocity, orbitz, cendant (but only with regard to cendant's travelrelated services and businesses), priceline, or any entity that, at the time such agreement is executed, is a wholly owned subsidiary of any of the foregoing entities. notwithstanding the foregoing, travelocity shall remain an excluded party for the term of this agreement. in addition, aaa agrees that bbb shall be a provider of travel booking, travel service or travel point of interest data that is featured and/or integrated into the maps provided and/or developed by the aaa geography product unit.
　　3.3 data. as of the effective date, aaa has licenses to use the data for aaa's own business purposes. to the extent aaa has the right to sublicense rights in data to bbb for bbb's business purposes, aaa hereby does so sublicense the data for use in connection with maps and the data dump. to the extent aaa does not have the right to sublicense data to bbb and to the extent such sublicense is necessary for the purposes of the services described in section 2.3 above, aaa shall use reasonable efforts to assist bbb to obtain licenses in such data, at bbb's expense. additionally, bbb agrees that it shall not license the data, in any manner, to third parties that produce products or services that are competitive with the aaa geography product unit's or the learning business unit's products or services without the prior approval of aaa, which approval shall not be unreasonably withheld or delayed.
　　3.4 bbb updates to server technology. bbb, on behalf of itself and its affiliates, hereby irrevocably conveys and assigns to aaa, and agrees to assign to aaa, all right, title and interest in any copyrights in the bbb updates, and in all renewals and extensions of those copyrights that may be secured under the laws now or hereafter in force and effect in the united states of america or in any other country or countries.
　　4. payments
　　4.1 server technology. aaa shall provide the licenses in the server technology to bbb free of charge. commencing upon the launch date, bbb may, but shall not be required to, develop bbb updates to the server technology, but to the extent they are developed they shall promptly be delivered to aaa.
　　4.2 payment schedules. the payment schedules for services delivered under this agreement and prior to the effective date of this agreement are on exhibit f attached hereto.
　　4.3 most favored nation. aaa will not charge bbb a price for services rendered under this agreement, or provide bbb with a level of service, that is less favorable than the rates charged or the services provided to any third party unless such third party agrees to  use mappoint.net maps more frequently than bbb's then current actual usage of mappoint.net maps.
　　5. confidential information. the parties understand and acknowledge that each of them (and their respective employees, consultants and subcontractors) may have disclosed to it, in connection with the rendition of services and performance of their obligations of this agreement, confidential and/or proprietary information of the other party. the terms and conditions of that certain nondisclosure agreement between the parties, dated _________,_________,_________(m,d,y), shall apply to all such confidential and proprietary information. aaa and bbb each agree that the terms and conditions of this agreement, including its attachments, will be deemed to constitute, and be treated as, confidential information pursuant to this section 5.
　　6. warranties, indemnification, and limitation of liability
　　6.1 warranties.
　　(a) aaa represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the state of _________(placename) and has authority to enter into this agreement and perform its obligations hereunder; and
　　(b) aaa represents and warrants that it has and will not grant any rights in the server technology to any third party that are inconsistent with the rights granted to bbb herein.
　　(c) bbb represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the state of _________(placename) and has authority to enter into this agreement and perform its obligations hereunder.
　　(d) except as provided in this section 6.1, each party disclaims all warranties, either express, implied or statutory, including but not limited to any (if any) implied warranties of merchantability, of fitness for a particular purpose, of lack of viruses. the server technology, data, bbb updates, and maps are provided as is with all faults, and no warranties or promises are made that licensed materials will work or work for any particular purpose. also, there is no warranty of title, authority, or noninfringement in the licensed materials.
　　6.2 indemnification.
　　(a) aaa.
　　(i) aaa shall indemnify and hold harmless bbb and bbb's directors, officers, employees, and agents (each, an 'bbb claimant'), from any and all third party claims, demands, actions or causes of action, costs, liabilities, losses, expenses, damages, judgments, awards, charges and amounts paid in settlement (including (___) reasonable attorney's fees, costs and expert witness fees) brought against such bbb claimant to the extent it is based upon a claim that the server technology infringe any copyright or patent or misappropriate any trade secret of a third party ('bbb claims').
　　(ii) in the event any third party asserts a claim of infringement with respect to any server technology or any portion thereof, aaa shall notify bbb promptly and may, at aaa's expense, replace or modify the server technology or portion thereof with a version that is non infringing, provided that the replacement or modified version has substantially equivalent functionality to the version being replaced.
　　(iii) aaa shall have no obligation to indemnify under this section 6.2 to the extent an bbb claim arises out of an bbb claimant's continuing use of infringing server technology after (a) aaa has provided a noninfringing replacement with substantially equivalent functionality, and (b) the bbb claimant has had a reasonable amount of time to test and implement the replacement version.
　　(iv) in the event an bbb claim is made or filed against an bbb claimant, the bbb claimant shall promptly notify aaa of the same in writing, and aaa shall defend, compromise, and/or settle the bbb claim at its expense. aaa shall not be responsible for the expenses, including counsel fees, of the bbb claimant incurred after aaa assumes defense of the bbb claim, but the bbb claimant may participate therein and retain counsel at its own expense. aaa will not be responsible for any settlement made by bbb or any bbb claimant without aaa's written permission, which will not be unreasonably withheld or delayed. aaa will not consent to the entry of any judgment or enter into any settlement affecting the bbb claimant, to the extent that the judgment or settlement involves more than the payment of money, without the prior consent of the bbb claimant, which consent shall not be unreasonably withheld or delayed. bbb and any bbb claimant shall provide information, assistance and authority, at bbb's expense, to help aaa defend, compromise or settle such bbb claim.
　　(v) aaa shall indemnify and hold harmless any bbb claimant from and against any foreign, u.s. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions associated with the use by aaa of bbbmaps, including, without limitation, any state or local sales or use taxes or any value added tax or business transfer tax now or hereafter imposed on or with respect to such transactions. all such taxes (and any penalties, interest, or other additions to any such taxes), with the exception of taxes imposed on bbb's net income or with respect to bbb's property ownership, shall be the financial responsibility of aaa. aaa agrees to indemnify, defend and hold bbb harmless from any claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such taxes. this section shall govern the treatment of all taxes arising as a result of or in connection with the transactions associated with the use by aaa of bbbmaps notwithstanding any other section of this agreement.
　　(b) bbb.
　　(i) bbb shall indemnify and hold harmless aaa, its affiliates and the directors, officers, employees, and agents of the foregoing (each, an 'aaa claimant'), from any and all third party claims, demands, actions or causes of action, costs, liabilities, losses, expenses, damages, judgments, awards, charges and amounts paid in settlement (including reasonable attorney's fees, costs and expert witness fees) brought against such aaa claimant to the extent it is based upon a claim that an bbb icon or the bbb updates infringe any copyright, trademark, trade dress, privacy right, publicity right or patent, or misappropriate any trade secret of a third party, or constitutes unfair competition or unfair trade practices ('aaa claims').
　　(ii) in the event any third party asserts a claim of infringement with respect to any bbb icon or bbb updates or any portion thereof, bbb shall notify aaa promptly and may, at bbb's expense, replace or modify the bbb icon or bbb updates or portion thereof with a version that is noninfringing, provided that the replacement or modified version has substantially equivalent functionality to the version being replaced.
　　(iii) bbb shall have no obligation to indemnify under this section 6.2 to the extent a aaa claim arises out of a aaa claimant's continuing use of infringing bbb icon or bbb updates after (a) bbb has provided a noninfringing replacement with substantially equivalent functionality, and (b) the aaa claimant has had a reasonable amount of time to test and implement the replacement version.
　　(iv) in the event a aaa claim is made or filed against a aaa claimant, the aaa claimant shall promptly notify bbb of the same in writing, and bbb shall defend, compromise, and/or settle the aaa claim at its expense. bbb shall not be responsible for the expenses, including counsel fees, of the aaa claimant incurred after bbb assumes defense of the aaa claim, but the aaa claimant may participate therein and retain counsel at its own expense. bbb will not be responsible for any settlement made by aaa or any aaa claimant without bbb's written permission, which will not be unreasonably withheld or delayed. bbb will not consent to the entry of any judgment or enter into any settlement affecting the aaa claimant, to the extent that the judgment or settlement involves more than the payment of money, without the prior consent of the aaa claimant, which consent shall not be unreasonably withheld or delayed. aaa and any aaa claimant shall provide information, assistance and authority, at aaa's expense, to help bbb defend, compromise or settle such aaa claim.
　　(v) bbb shall indemnify and hold harmless any aaa claimant from and against any foreign, u.s. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions contemplated under this agreement (other than with respect to the use of and payments for bbbmaps) including, without limitation, any state or local sales or use taxes or any value added tax or business transfer tax now or hereafter imposed on or with respect to such transactions. all such taxes (and any penalties, interest, or other additions to any such __ taxes), with the exception of taxes imposed on aaa's net income or with respect to aaa's property ownership, shall be the financial responsibility of bbb. bbb agrees to indemnify, defend and hold aaa harmless from any claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such taxes. this section shall govern the treatment of all taxes arising as a result of or in connection with this agreement (other than with respect to the use of and payments for bbbmaps) notwithstanding any other section of this agreement.