Exhibit 10.4


 


TRANSITION SERVICES AGREEMENT


 


by and among


 


IAC/INTERACTIVECORP,


 


HSN, INC.,


 


INTERVAL LEISURE GROUP, INC.


 


TICKETMASTER


 


and


 


TREE.COM, INC.


 

















 


TRANSITION SERVICES AGREEMENT


 


This
TRANSITION SERVICES AGREEMENT, dated as of August 20, 2008 (this “Services
Agreement”), is entered into by and among IAC/InterActiveCorp, a Delaware
corporation (“IAC” or “New IAC”), HSN, Inc., a Delaware
corporation and wholly owned subsidiary of IAC (“HSNSpinco” or “HSN”),
Interval Leisure Group, Inc., a Delaware corporation and wholly owned
subsidiary of IAC (“Interval Spinco” or “Interval”),
Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TMSpinco”
or “TM”), and Tree.com, Inc., a Delaware corporation and wholly
owned subsidiary of IAC (“Tree Spinco” or “LT” and, together with
HSNSpinco, Interval Spinco and TMSpinco, the “Spincos” and, the Spincos
together with IAC, the “Parties” and each a “Party”).


 


WHEREAS, the
Board of Directors of IAC has determined it is appropriate and desirable to
separate IAC and the Spincos into five publicly-traded companies all as set
forth in that certain Separation and Distribution Agreement, dated as of even
date herewith, by and among the Parties (the “Separation Agreement”);


 


WHEREAS, IAC
and the Spincos expect to enter into the Separation Agreement on the date
hereof, which sets forth, among other things, the assets, liabilities, rights
and obligations of each of the Parties for purposes of effecting the separation
of IAC and the Spincos; and


 


WHEREAS, in
connection with such separation, (a) each of the Spincos desires to
procure certain services from IAC and/or one or more of the other Spincos, and
IAC and such other Spincos each are willing to provide such services, during a
transition period commencing on the applicable Effective Date (as defined in Section 7.01),
on the terms and conditions set forth in this Services Agreement; and (b) IAC
desires to procure certain services from the Spincos, and each of the Spincos
is willing to provide such services to IAC, during a transition period
commencing on the applicable Effective Date, on the terms and conditions set
forth in this Services Agreement.


 


NOW THEREFORE,
in consideration of the mutual agreements, covenants and other provisions set
forth in this Services Agreement, the Parties hereby agree as follows:


 


ARTICLE I


 


Definitions


 


1.01.        All terms used herein and not defined
herein shall have the meanings assigned to them in the Separation Agreement.


 


2

















 


ARTICLE II


 


Agreement To Provide and Accept Services


 


2.01.        Provision
of Services.


 


(a)           On the terms and subject to the
conditions contained herein, IAC agrees with each Spinco, as applicable, that
it shall provide, or shall cause its Subsidiaries and Affiliates and their
respective employees designated by IAC (such designated Subsidiaries,
Affiliates and employees, together with IAC, being herein collectively referred
to as the “IAC Service Providers”) to provide, to such Spinco the
services (“IAC Services”) listed on the Schedule of Services attached
hereto (the “Services Schedule”) as being performed by IAC or a member
of its Corresponding Group identified in the column of the Services Schedule
titled “Spin Party” and being received by such Spinco.  Subject to 
Section 3.01, any decisions as to which of the IAC Service
Providers (including the decisions to use third parties) shall provide the IAC
Services shall be made by IAC in its sole discretion, except to the extent
specified in the Services Schedule.  Each
IAC Service shall be provided in exchange for the consideration set forth with
respect to such IAC Service on the Services Schedule or as IAC and such Spinco
may otherwise agree in writing.  Each IAC
Service shall be provided and accepted in accordance with the terms,
limitations and conditions set forth herein and on the Services Schedule.


 


(b)           On the terms and subject to the
conditions contained herein, TMSpinco agrees with each other Spinco and IAC, as
applicable, that it shall provide, or shall cause its Subsidiaries and
Affiliates and their respective employees designated by it (such designated
Subsidiaries, Affiliates and employees, together with TMSpinco, being herein
collectively referred to as the “Ticketmaster Service Providers”) to
provide, to such other Spinco or IAC, as applicable, the services (“Ticketmaster
Services”) listed on the Services Schedule as being performed by TM or a or
a member of its Corresponding Group identified in the column of the Services
Schedule titled “Spin Party” and being received by such other Spinco or IAC, as
applicable.  Subject to Section 3.01,
any decisions as to which of the Ticketmaster Service Providers (including the
decisions to use third parties) shall provide the Ticketmaster Services shall
be made by TMSpinco in its sole discretion, except to the extent specified in
the  Services Schedule.  Each Ticketmaster Service shall be provided
in exchange for the consideration set forth with respect to such Service on the
Services Schedule or as TMSpinco and the applicable recipient of the
Ticketmaster Services may otherwise agree in writing.  Each Ticketmaster Service shall be provided
and accepted in accordance with the terms, limitations and conditions set forth
herein and on the Services Schedule.


 


(c)           On the terms and subject to the
conditions contained herein, HSNSpinco agrees with each other Spinco and IAC,
as applicable, that it shall provide, or shall cause its Subsidiaries and
Affiliates and their respective employees designated by it (such designated Subsidiaries,
Affiliates and employees, together with HSNSpinco, being herein collectively
referred to as the “HSN Service Providers”) to provide, to such other
Spinco or IAC, as applicable, the services (“HSN Services”) listed on
the Services Schedule as being performed by HSN or a member of its
Corresponding Group identified in the column of the Services Schedule titled
“Spin Party” and being received by such other Spinco or IAC, as
applicable.  Subject to 


 


3

















 


Section 3.01,
any decisions as to which of the HSN Service Providers (including the decisions
to use third parties) shall provide the HSN Services shall be made by HSNSpinco
in its sole discretion, except to the extent specified in the Services
Schedule.  Each HSN Service shall be
provided in exchange for the consideration set forth with respect to such
Service on the Services Schedule or as HSNSpinco and the applicable recipient
of the HSN Services may otherwise agree in writing.  Each HSN Service shall be provided and
accepted in accordance with the terms, limitations and conditions set forth
herein and on the Services Schedule.


 


(d)           On the terms and subject to the
conditions contained herein, Interval Spinco agrees with each other Spinco and
IAC, as applicable, that it shall provide, or shall cause its Subsidiaries and
Affiliates and their respective employees designated by it (such designated
Subsidiaries, Affiliates and employees, together with Interval Spinco, being
herein collectively referred to as the “Interval Service Providers”) to
provide, to such other Spinco or IAC, as applicable, the services (“Interval
Services”) listed on the attached Services Schedule as being performed by
Interval or a member of its Corresponding Group identified in the column of the
Services Schedule titled “Spin Party” and being received by such other Spinco
or IAC, as applicable.  Subject to Section 3.01,
any decisions as to which of the Interval Service Providers (including the
decisions to use third parties) shall provide the Interval Services shall be
made by Interval Spinco in its sole discretion, except to the extent specified
in the Services Schedule.  Each Interval
Service shall be provided in exchange for the consideration set forth with
respect to such Service on the Services Schedule or as Interval Spinco and the
applicable recipient of the Interval Services may otherwise agree in
writing.  Each Interval Service shall be
provided and accepted in accordance with the terms, limitations and conditions
set forth herein and on the Services Schedule.


 


(e)           On the terms and subject to the
conditions contained herein, Tree Spinco agrees with each other Spinco and IAC,
as applicable, that it shall provide, or shall cause its Subsidiaries and
Affiliates and their respective employees designated by it (such designated
Subsidiaries, Affiliates and employees, together with Tree Spinco, being herein
collectively referred to as the “Tree Service Providers” and together
with the IAC Service Providers, the Ticketmaster Service Providers, the HSN
Service Providers and the Interval Service Providers, being herein collectively
referred to as the “Service Providers”) to provide, to such other Spinco
or IAC, as applicable, the services (“Tree Services” and together with
the IAC Services, the Ticketmaster Services, the HSN Services and the Interval
Services, being herein collectively referred to as the “Services”)
listed on the Services Schedule as being performed by LT or a member of its
Corresponding Group identified in the column of the Services Schedule titled
“Spin Party” and being received by such other Spinco or IAC, as
applicable.  Subject to Section 3.01,
any decisions as to which of the Tree Service Providers (including the
decisions to use third parties) shall provide the Tree Services shall be made
by Tree Spinco in its sole discretion, except to the extent specified in the
Services Schedule.  Each Tree Service
shall be provided in exchange for the consideration set forth with respect to
such Service on the Services Schedule or as Tree Spinco and the applicable
recipient of the Tree Services may otherwise agree in writing.  Each Tree Service shall be provided and
accepted in accordance with the terms, limitations and conditions set forth
herein and on the Services Schedule.


 


(f)            As used in this Services Agreement,
the term “Receiving Party” shall mean the 


 


4

















 


Party receiving (or the Party
another member of whose Corresponding Group is receiving) the applicable
Services from a Service Provider.


 


2.02.        Books
and Records; Availability of Information.    Each Party
shall create and maintain accurate books and records in connection with the
provision of the Services performed or caused to be performed by it and, upon
reasonable notice from a Receiving Party, shall make available for inspection
and copying by such Receiving Party’s agents such books and records to the
extent relating to the Services provided to such Receiving Party hereunder
during reasonable business hours with such inspection occurring no more than
one (1) time during the term in which the Service Provider has provided
the applicable Service to the Receiving Party. Moreover, such inspection shall
be conducted by the Receive Party or its agents in a manner that will not
unreasonably interfere with the normal business operations of the Service
Provider.  Each Receiving Party shall
make available on a timely basis to the Service Providers all information and
materials reasonably requested by such Service Providers to enable them to
provide the applicable Services.  Each
Receiving Party shall provide to the Service Providers reasonable access to
such Receiving Party’s premises to the extent necessary for the purpose of
providing the applicable Services.


 


ARTICLE III


 


Services; Payment; Independent Contractors


 


3.01.        Services
To Be Provided.    (a) Unless otherwise agreed
between the applicable Party providing Services hereunder and the Receiving
Party (including to the extent specified in the applicable entry on the
Services Schedule), (i) the Service Providers shall be required to perform
the Services only in a manner, scope, nature and quality as provided by or
within IAC that is similar in all material respects to the manner in which such
Services were performed immediately prior to the applicable Effective Date, and
(ii) the Services shall be used for substantially the same purposes and in
substantially the same manner (including as to volume, amount, level or
frequency, as applicable) as the Services have been used immediately prior to
the applicable Effective Date; provided, 
however, that the applicable entry on the Services Schedule shall
control the scope of the Service to be performed (to the extent provided
therein), unless otherwise agreed in writing. 
Each Party and the Service Providers shall act under this Services
Agreement solely as an independent contractor and not as an agent or employee
of any other Party or any of such Party’s Affiliates. As an independent
contractor, all overhead and personnel necessary to the Services required of
the Service Providers hereunder shall be the Service Provider’s sole
responsibility and shall be at the Service Provider’s sole cost and expense. No
Service Provider shall have the authority to bind the Receiving Party by
contract or otherwise.


 


(b)           The provision of Services by the
Service Providers shall be subject to Article V hereof.


 


(c)           Each Party agrees with each other
Party providing Services to it hereunder to use its reasonable efforts to
reduce or eliminate its dependency on such Services as soon as is 


 


5

















 


reasonably practicable; provided
that a breach of this Section 3.01(c) shall not affect a
Service Provider’s obligation to provide any Service through the term
applicable to such Service.


 


3.02.        Each Receiving Party and Party providing
Services to it hereunder will use good-faith efforts to reasonably cooperate
with each other in all matters relating to the provision and receipt of
Services.  Such cooperation shall include
obtaining all consents, licenses or approvals necessary to permit each such
Party to perform its obligations to such Receiving Party hereunder; provided,
however, under no circumstances shall any Service Provider be required
to make any payments to any third party in respect of any such consents,
licenses or approvals nor shall any Service Provider be required to make any
alternative arrangements in the event that any such consents, licenses or
approvals are not obtained.


 


3.03.        Additional
Services.


 


(a)           From time to time during the term
applicable to any Service being provided by a Service Provider, each Party may
request any of the other Parties (i) to provide additional or different
services which such other Party is not expressly obligated to provide under
this Services Agreement if such services are of the type and scope provided by
such providing Party within IAC during fiscal year 2008 or (ii) expand the
scope of any Service (such additional or expanded services, the “Additional
Services”).  The Party receiving such
request shall consider such request in good faith and shall use commercially
reasonable efforts to provide such Additional Service; provided, no
Party shall be obligated to provide any Additional Services if it does not, in
its reasonable judgment, have adequate resources to provide such Additional
Services or if the provision of such Additional Services would interfere with
the operation of its business.  The Party
receiving the request for Additional Services shall notify the requesting Party
within fifteen (15) days as to whether it will or will not provide the
Additional Services.


 


(b)           If a Party agrees to provide
Additional Services pursuant to Section 3.03(a), then a
representative of each applicable Party shall in good faith negotiate the terms
of a supplement to the Services Schedule which will describe in detail the
service, project scope, term,  price and
payment terms to be charged for the Additional Services.  Once agreed to in writing, the supplement to
the Services Schedule shall be deemed part of this Services Agreement as of
such date and the Additional Services shall be deemed “Services” provided by
such Service Provider to such Receiving Party hereunder, in each case subject
to the terms and conditions of this Agreement.


 


3.04.        Payments.    Except
as set forth on the Services Schedule, statements will be delivered to each
applicable Receiving Party within fifteen (15) days after the end of each month
by the Service Providers designated by each providing Party for Services
provided by such Service Provider to the Receiving Party during the preceding
month, and each such statement shall set forth a brief description of such
Services, the amounts charged therefor, and, except as the applicable providing
Party and Receiving Party may agree or as set forth on the Services Schedule,
such amounts shall be due and payable by the Receiving Party within thirty
(30) days after the date of such statement.  Statements not paid within such 30-day period
shall be subject to late charges, calculated at an interest rate per annum
equal to the Prime Rate plus 2% (or the maximum legal rate, whichever is
lower), and calculated for the actual number of days elapsed, 


 


6

















 


accrued from the date on which
such payment was due up to the date of the actual receipt of payment.  Payments shall be made by wire transfer to an
account designated in writing from time to time by the applicable Service
Provider.


 


3.05.        Disclaimer
of Warranty.    EXCEPT AS EXPRESSLY SET FORTH IN THIS
SERVICES AGREEMENT, THE SERVICES TO BE PURCHASED UNDER THIS SERVICES AGREEMENT
ARE FURNISHED AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE.  In the event
that the provision of any Service for the account of a Receiving Party by a
Service Provider conflicts with such Service Provider’s provision of such
Service for its own account or the account of other Receiving Parties, priority
for the provision of such Service shall be allocated in a equitable manner on
an aggregate basis, and in a manner consistent with the Receiving Party’s level
of use of such Service during fiscal year 2008 up to the applicable Effective
Date (or as described in the applicable entry on the Services Schedule).


 


3.06.        Taxes.    In
the event that any Tax is properly chargeable on the provision of the Services
as indicated in the applicable entry on the Services Schedule, the Receiving
Party shall be responsible for and shall pay to the applicable Service Provider
the amount of any such Tax in addition to and at the same time as the
applicable Service fees.  All Service
fees and other consideration will be paid free and clear of and without
withholding or deduction for or on account of any Tax, except as may be
required by law.


 


3.07.        Use
of Services.    Each party, in its capacity as a
Receiving Party agrees with each applicable providing Party that it shall not,
and shall cause its Affiliates not to, resell any Services to any person
whatsoever or permit the use of the Services by any person other than in
connection with the conduct of such Receiving Party’s operations as conducted
immediately prior to the applicable Effective Date.


 


ARTICLE IV


 


Term of Services


 


4.01.        Subject to Section 7.01, the
provision of each Service shall commence on the date hereof and shall terminate
no later than twelve (12) months after the date hereof or as of the date
indicated for each such Service in the applicable entry on the Services
Schedule; provided, however, that subject to the applicable entry
on the Services Schedule, any Service may be cancelled or reduced in amount or
any portion thereof by the Receiving Party upon ninety (90) days written
notice thereof (or such other notice period if one is set forth for such
Service in the applicable entry on the Services Schedule) to the applicable
Service Provider subject to the requirement that such Receiving Party pay to
the applicable Service Provider the actual out-of-pocket costs incurred by such
Service Provider, as well as the actual incremental internal costs incurred by
such Service Provider, in each case directly resulting from such cancellation
(including employee severance and other termination costs), which out-of-pocket
and internal costs shall be set forth in a written statement provided by such
Service Provider to the Receiving 


 


7

















 


Party; provided, further,
that such costs shall not exceed amounts payable hereunder in respect of the
applicable Service for the ninety (90) days prior to such
termination.  The forgoing
notwithstanding and subject to Section 7.02, (i) a Service
Provider may immediately terminate any individual Service provided to a
Receiving Party in the event that the Receiving Party fails to make payments
for such Service under Section 3.02 and has not cured such failure
within thirty (30) days of written notice of such failure from the applicable
Service Provider, and (ii) upon ninety (90) days written notice, the
Service Provider may terminate any Service provided to a Receiving Party at
such time as the Service Provider no longer provides the same Service to itself
for its own account.


 


4.02.        In the event a Receiving Party requests
an extension of the term applicable to the provision of Services, such request
shall be considered in good faith by the applicable Service Provider.  Any terms, conditions or costs or fees to be
paid by the Receiving Party for Services provided during an extended term will
be on terms mutually acceptable to such Service Provider and Receiving
Party.  For the avoidance of doubt, under
no circumstances shall a Service Provider be required to extend the term of
provision of any Service if (i) the Service Provider does not, in its
reasonable judgment, have adequate resources to continue providing such
Services, (ii) the extension of the term would interfere with the
operation of the Service Provider’s business or (iii) the extension would
require capital expenditure on the part of the Service Provider or otherwise
require the Service Provider to renew or extend any Contract with any third
party.


 


ARTICLE V


 


Force Majeure


 


5.01.        The Service Providers shall not be
liable for any expense, loss or damage whatsoever arising out of any
interruption of Service or delay or failure to perform under this Services
Agreement that is due to acts of God, acts of a public enemy, acts of
terrorism, acts of a nation or any state, territory, province or other
political division thereof, changes in applicable law, fires, hurricanes,
floods, epidemics, riots, theft, quarantine restrictions, freight embargoes or
other similar causes beyond the reasonable control of the Service
Providers.  In any such event, the
applicable Service Provider’s obligations hereunder shall be postponed for such
time as its performance is suspended or delayed on account thereof.  Each Service Provider will promptly notify
the recipient of the Service, either orally or in writing, upon learning of the
occurrence of such event of force majeure. 
Upon the cessation of the force majeure event, such Service Provider
will use commercially reasonable efforts to resume, or to cause any other
relevant Service Provider to resume, its performance with the least practicable
delay (provided that, at the election of the applicable Receiving Party,
the applicable term for such suspended Service shall be extended by the length
of the force majeure event).


 


8

















 


ARTICLE VI


 


Liabilities


 


6.01.        Consequential
and Other Damages.  None of the Service Providers shall be liable
to any Receiving Party with respect to this Services Agreement, whether in
contract, tort (including negligence and strict liability) or otherwise, for
any special, indirect, incidental or consequential damages whatsoever (except,
in each case, to the extent any amount is paid to third parties by such
Receiving Party or its Affiliates) which in any way arise out of, relate to or
are a consequence of, the performance or nonperformance by it hereunder or the
provision of, or failure to provide, any Service hereunder, including with
respect to loss of profits, business interruptions or claims of customers.


 


6.02.        Limitation
of Liability.  Subject to Section 6.03 hereof, the
liability of any Service Provider with respect to this Services Agreement to
any Receiving Party or in respect of any Services provided to such Receiving
Party or any act or failure to act in connection herewith (including, but not
limited to, the performance or breach hereof), or from the sale, delivery,
provision or use of any Service provided under or covered by this Services
Agreement, whether in contract, tort (including negligence and strict
liability) or otherwise, shall be limited to actions or omissions resulting
from intentional breach of this Services Agreement or gross negligence, and, in
any event, such liability shall not exceed the fees previously paid to such
Service Provider by such Receiving Party during the term of the applicable
Service giving rise thereto.


 


6.03.        Obligation
to Re-perform.  In the event of any breach of this Services
Agreement by any Service Provider resulting from any error or defect in the
performance of any Service (which breach such Service Provider can reasonably
be expected to cure by re-performance in a commercially reasonable manner), the
Service Provider shall use its reasonable commercial efforts to correct in all
material respects such error, defect or breach or re-perform in all material
respects such Service upon receipt of the written request of the applicable
Receiving Party.


 


6.04.        Indemnity.  Except
as otherwise provided in this Service Agreement (including the limitation of
liability provisions in this Article VI), each Party shall
indemnify, defend and hold harmless each other Party from and against any
Liability arising out of the intentional breach hereunder or gross negligence
of the Indemnifying Party or its Affiliates, employees, agents, or contractors
(including with respect to the performance or nonperformance of any Service hereunder).  The procedures set forth in Sections 6.04 and
6.05 of the Separation Agreement shall apply to any claim for indemnification
hereunder.


 


ARTICLE VII


 


Effectiveness; Certain Deemed References; Termination


 


7.01.        Effectiveness; Certain Substitutions.  The
provision of Services hereunder to any Spinco by each other applicable Party
and to each other applicable Party by such Spinco shall commence as of the
Distribution Date for such Spinco (the time of commencement of the provision of
such Services being referred to as the “applicable Effective Date”); provided,
that in 


 


9

















 


the
event Services are contemplated to be provided hereunder to such Spinco by
another Spinco (a “Later-Spun Spinco”) the spinoff of which shall not
have been effected prior to or substantially simultaneously with the spinoff of
such first-mentioned Spinco, references herein and in the Services Schedule to
such Later-Spun Spinco in its capacity as Service Provider to such first-mentioned
Spinco shall be deemed references to IAC until the Distribution Date for such
Later-Spun Spinco; and, provided, further, that in the event
Services are contemplated to be provided hereunder by such first-mentioned
Spinco to any Later-Spun Spinco, to the extent requested in writing by IAC (a) references
herein and in the Services Schedule to such Later-Spun Spinco in its capacity
as Receiving Party of Services from such Spinco shall be deemed references to
IAC until the Distribution Date for such Later-Spun Spinco or (b) the
provision of such Service shall be suspended until the Distribution Date for
such Later-Spun Spinco (it being understood that any such suspension shall not
increase the term during which the Service Provider would otherwise have been required
to provide such Service).


 


7.02         Termination.  Notwithstanding
anything herein to the contrary, with respect to each pair of Parties (i.e.,
with respect to IAC and TMSpinco; IAC and HSNSpinco; IAC and Interval Spinco;
IAC and Tree Spinco; TMSpinco and HSN Spinco; TMSpinco and Interval Spinco;
TMSpinco and Tree Spinco; HSNSpinco and Interval Spinco; HSNSpinco and Tree
Spinco; and Interval Spinco and Tree Spinco) the rights and obligations of each
such Party in respect of such other Party under this Services Agreement shall
terminate, and the obligation of the applicable Service Provider to provide or
cause to be provided any applicable Service shall cease, on the earliest to
occur of (i) the last date indicated for the termination of any Service
provided by one such Party to the other such Party on the Services Schedule, as
the case may be, (ii) the date on which the provision of all Services by
either such Party to the other such Party has been cancelled pursuant to Article IV
hereof or (iii) the date on which this Services Agreement, to the extent
of the rights and obligations of such pair of Parties to each other, is
terminated by either such Party, as the case may be, in accordance with the
terms of Section 7.03 hereof; provided that, in each case, no
such termination shall relieve any Party of any liability for any breach of any
provision of this Services Agreement prior to the date of such termination.


 


7.03.        Breach
of Services Agreement; Dispute Resolution.  Subject to Article VI
hereof, and without limiting a Party’s obligations under Section 4.01,
if a Party shall cause or suffer to exist any material breach of any of its
obligations to any other Party (the “Nonbreaching Party”) under this
Services Agreement, including any failure to make a payment within thirty (30)
days after receipt of the statement describing the Services provided for
pursuant to Section 3.04 with respect to more than one Service provided
hereunder, and such breaching Party does not cure such default in all material
respects within thirty (30) days after receiving written notice thereof
from the Nonbreaching Party, the Nonbreaching Party shall have the right to
terminate this Services Agreement to the extent of the rights and obligations
of such Nonbreaching Party and breaching Party to each other hereunder
immediately thereafter.  In the event a
dispute arises between two or more Parties regarding the terms of this Services
Agreement, such dispute shall be governed by Article IX of the
Separation Agreement.


 


7.03.        Sums
Due.  In addition to any other payments required pursuant to this
Services Agreement, in the event of a termination of this Services Agreement
with respect to the rights and obligations of a Service Provider and a
Receiving Party to each other, such Service Provider 


 


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shall be entitled to the
immediate payment of, and such Receiving Party shall within three (3) Business
Days, pay to such Service Provider, all accrued amounts for Services, Taxes and
other amounts due from such Receiving Party to such Service Provider under this
Services Agreement as of the date of termination.


 


7.04.        Effect
of Termination.   Section 2.02 hereof and Articles
V, VI, VII and VIII hereof shall survive any
termination or partial termination of this Services Agreement.


 


ARTICLE VIII


 


Miscellaneous


 


8.01.        Incorporation
of Separation Agreement Provisions.    The provisions
of Article XIII of the Separation Agreement are hereby incorporated herein
by reference, and unless otherwise expressly specified herein, such provisions
shall apply as if fully set forth herein.


 


8.02.        Ownership
of Work Product.  Subject to the Separation Agreement, (i) each
Service Provider acknowledges and agrees that it will acquire no right, title
or interest (including any license rights or rights of use) to any work product
resulting from the provision of Services hereunder for the Receiving Party’s
exclusive use and such work product shall remain the exclusive property of the
Receiving Party and (ii) each Receiving Party acknowledges and agrees that
it will acquire no right, title or interest (other than a non-exclusive,
worldwide right of use) to any work product resulting from the provision of
Services hereunder that is not for the Receiving Party’s exclusive use and such
work product shall remain the exclusive property, subject to license, of the
Service Provider.


 


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IN WITNESS WHEREOF, the Parties have caused
this Services Agreement to be executed by their duly authorized
representatives.


 


 


	
   

  	
  IAC/InterActiveCorp,

  a Delaware corporation



  
	
   

  	
  /s/ Gregory
  Blatt

  
	
   

  	
  Name:

  	
  Gregory R.
  Blatt

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSN, Inc.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  /s/ Tanya
  Stanich

  
	
   

  	
  Name:

  	
  Tanya
  Stanich

  
	
   

  	
  Title:

  	
  Vice President
  and Assistant

  Secretary

  
	
   

  	
   

  
	
   

  	
  Interval
  Leisure Group, Inc.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  /s/ Joanne
  Hawkins

  
	
   

  	
  Name:

  	
  Joanne
  Hawkins

  
	
   

  	
  Title:

  	
  Vice
  President and Assistant

  Secretary

  
	
   

  	
   

  
	
   

  	
  Ticketmaster,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  /s/ Joanne
  Hawkins

  
	
   

  	
  Name:

  	
  Joanne
  Hawkins

  
	
   

  	
  Title:

  	
  Vice
  President and Assistant

  Secretary

  
	
   

  	
   

  
	
   

  	
  Tree.com, Inc.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Tanya
  Stanich

  
	
   

  	
  Title:

  	
  Vice
  President and Assistant

  Secretary

  



 


[Signature Page to Transition Services Agreement]