Exhibit 10.2


 


FORM OF


 


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 [•], 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 


 


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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, schedule impact, 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, provided that if
the force majeure event continues for more that forty-five (45) days, the
Service Provider may cancel unperformed Services upon written notice to the
Receiving Party.  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
unless such event has continued for more than 45 days in which case the Service
may be cancelled by the Service Provider).


 


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
or Article V 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSN, Inc.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Interval
  Leisure Group, Inc.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ticketmaster,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tree.com, Inc.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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Schedule of Services