In addition, a reasonable time prior to filing this Agreement, Yahoo! Search Data. Thus, if a user on Yahoo! Property and Microsoft returns a Paid Listing for such Query, the user then clicks on and purchases the camera, then Microsoft will know that a user clicked on the Paid Listing for such Query and may even know of the conversion but Microsoft will not associate such activity to such user for any purpose other than operating and enhancing the Services and will not use the fact that the user is or may be interested in or has purchased a camera to sell or display other advertising i.
The foregoing restrictions do not apply to data, or conclusions or inferences from data, that is received or derived by Microsoft independently of its performance of the Services under this Agreement. Resellers and agencies and Syndication Partners, all Yahoo! Search Data and any other data routinely collected by Microsoft or its Affiliates in connection with the delivery of the Services to Yahoo!
With respect to data that is not routinely collected by Microsoft and its Affiliates but that is collected, obtained or used by Yahoo! Such efforts may include appropriate disclosures within the privacy policies of the participants in the Microsoft Network, including Yahoo!
For each Customer that is Migrated, such usage rights will not commence until such Customer has Migrated. To the extent that any data that Yahoo! Services to Customers. Both Yahoo! If requested by Microsoft, Yahoo! The parties will discuss in good faith any necessary changes to such Yahoo! To the extent that other jurisdictions require or adopt similar mandates, the parties agree to enter into similar agreements relating to such Covered Data and Queries containing personal data sent by Yahoo!
Microsoft will, to the extent consistent with and in accordance with applicable Privacy Laws, provide Yahoo! The foregoing restrictions do not apply to data that is received or derived by Yahoo!
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Microsoft will endeavor to fully evaluate these options and inform Yahoo! Regardless of which of these two approaches Microsoft adopts, Microsoft and Yahoo! Each of Yahoo! Representations and Warranties. Japan provided by Yahoo! Properties or Syndication Properties on which pages Results or other content provided by or for Microsoft or its Affiliates under this Agreement are also.
In light of the long term nature of this Agreement, the parties agree that the Executive Steering Committee will consider, among other things and consistent with such interests, mutually acceptable reasonable modifications or additions to this Agreement in light of evolving technologies and platforms, changing industry practices and competitive landscapes, regulatory and legal developments and similar factors. The Executive Steering Committee will have one senior executive who will act as the lead from each of the parties.
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Relationship Managers or their delegates will be available to reach each other on a 24x7 basis. Procedures for Large, Complex Commercial Disputes and, with respect to any claim for interim, injunctive or other emergency relief, the Optional Rules for Emergency Measures of Protection and such other rules as the parties may agree in writing.
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At the request of either party any individual hearing will be held in San Francisco, California. The parties agree that the arbitrator is authorized to compel and award interim injunctive or emergency relief. The parties further agree that they may seek and the arbitrator s may compel and award specific performance in addition to any other remedies and including in connection with claims for interim, injunctive or emergency relief , even if such relief could not be awarded or would otherwise be unavailable if the claim were to be adjudicated in a judicial proceeding.
Accordingly, in any action for specific performance, the parties waive the defense of adequacy of a remedy at law. If the parties do not agree on the identity of the arbitrator within five Business Days of the commencement of the arbitration, either party may apply to AAA for the appointment of a Qualified Arbitrator from the National Roster in accordance with R of the Commercial Arbitration Rules.
When the third arbitrator has accepted the appointment, the two arbitrators making the appointment will promptly notify the parties in writing of the appointment. If the first two. The third arbitrator appointed pursuant to this Section will act as the chair of the arbitration panel. This arbitration provision including the validity and applicability of the agreement to arbitrate, the conduct of any arbitration of a Dispute, the enforcement of any arbitration award made hereunder and any other questions of arbitration law or procedure arising hereunder and its interpretation, and any Dispute, shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule whether of the State of New York or any other jurisdiction that would cause the application of laws of any jurisdictions other than those of the State of New York.
The parties further agree that any claim, cause of action or proceeding relating to any arbitration sought, compelled or performed hereunder will be brought and pursued only in the U. The parties further irrevocably waive any objection to the laying of the venue of any such proceeding in the New York Courts, any claim that any such proceeding has been brought in an inconvenient or inappropriate forum and any right to a jury trial with regard to any such proceeding.
The arbitration award and decision will be a reasoned decision, and will state with particularity, in writing, the legal and factual basis for the decision. The arbitration award and decision will be final and binding upon the parties and accordingly the parties irrevocably waive any argument that any Dispute should not be submitted to, or resolved by, binding arbitration and any arbitration award will not be subject to review or appeal except on the grounds set forth in the Federal Arbitration Act, 9 U. Each party will pay its own costs and expenses of arbitration as well as the fees and expenses of any party-appointed arbitrator.
The arbitration panel will be authorized in its discretion or as otherwise authorized by Law, to grant pre- and post-award interest at a rate equal to the weekly average 1-year constant maturity Treasury yield, as published by the Board of Governors of the Federal Reserve System. Any additional costs, fees or taxes incident to enforcing the award will be awarded to the prevailing party as otherwise authorized or allowed by law. It is the intent of the parties to have any arbitration proceed in an expeditious manner; however, any deadline, time period, or procedure contained herein may be extended or modified by mutual written agreement of the parties and the parties agree that the failure of the arbitrators or the AAA to strictly conform to any deadline, time period, or procedure will not be a basis for seeking to overturn any decision rendered by the arbitration panel.
In such cases, and without limitation of any of Yahoo!
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The Relative RPS Formula will also include mechanisms designed to normalize, as much as reasonably practicable, changes in Yahoo! Web search experiences. The goal of the test and accompanying normalization is to compare the effectiveness of the two monetization engines at monetizing Web search queries in aggregate, on a similar UI. The parties will work in good faith after the Commencement Date to develop the appropriate mechanisms in. Microsoft agrees that during the Negotiation Period, Microsoft shall not concurrently negotiate with, provide information to, or enter into an agreement with any unaffiliated third party other than Yahoo!
If at any time during the Negotiation Period, Yahoo!
At any time prior to the end of the Negotiation Period, Yahoo! Until p. If the Third Party Proposal contains obligations on the part of Yahoo!
Any Unperformable Obligations shall be set forth in reasonable detail in the Election Notice, together with any proposed changes to the Unperformable Obligations which Yahoo! Following receipt of the Divestiture Notice by Yahoo! In addition, if the terms of any Third Party Proposal include stock or other securities as consideration, Yahoo! The fair market value of any other non-cash consideration shall be determined in the same manner as for such non-publicly traded stock.
With respect to any Divestiture Microsoft purports to effect with an unaffiliated third party other than Yahoo! All references herein to Sections and Exhibits shall be deemed references to and Sections of, and Exhibits to, this Agreement unless the context shall otherwise require. Unless otherwise expressly. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day.
This contract is written in English and, if it is translated into any other language, the English-language version controls. Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other party indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations. This Agreement and the performance of any duties hereunder may not be assigned, transferred, delegated except as set forth below , sold or otherwise disposed of by a party other than with the prior written consent of the other party.
All notices shall be in English and in writing and sent to:. If to Microsoft, to:. One Microsoft Way. Redmond, WA Attention: Chief Executive Officer. Microsoft Corporation.
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Attention: General Counsel. If to Yahoo! Sunnyvale, CA Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing.
A waiver with reference to one event will not be construed as continuing or as a bar to, or waiver of, any right or remedy as to a subsequent event. Except as expressly set forth herein, no remedy conferred upon any of the parties by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to any other remedy given hereunder or now or hereafter existing at Law or in equity.
The parties acknowledge and agree that they are dealing with each other as independent contractors. No party owes the other party or any third party any compensation for performing the actions contemplated by this Agreement except as expressly set forth in this Agreement. Nothing in this Agreement, express or implied, is intended to or will confer upon any person other than the parties and their Affiliates hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement, the License Agreement and the Letter Agreement excluding Annexes A and B and, with respect to this Agreement, but not the Letter Agreement, Annex D constitute the entire agreement with respect to the subject matter hereof. This Agreement may be executed in any number of textually identical counterparts, each of which when so executed and delivered will be deemed an original, and such textually identical counterparts together will constitute one and the same instrument. Each party will receive a duplicate original of the counterpart copy or copies executed by it. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, will be deemed to be an original.
Notwithstanding the foregoing, the parties will each deliver original execution copies of this Agreement to one another as soon as practicable following execution thereof.
Algorithmic Search Services excludes, without limitation, Yahoo! Excluded Services, Microsoft Excluded Services and search services via a search engine that has indexed predominantly a specific topic, or that search closed databases or data feeds, or content located only within a domain or portion thereof. Properties in the United States.