In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example Input: Exhibit 10.37 DISTRIBUTORSHIP AGREEMENT THIS DISTRIBUTORSHIP AGREEMENT (the Agreement) is entered into and made effective as of ____________ (the Effective Date), by and between STAAR SURGICAL AG, a Swiss corporation, with a principal place of business at Hauptstrasse 104, CH - 2560 Nidau, Switzerland, (STAAR), and _______________, a corporation organized and existing under the laws of _________________, with its principal place of business at _______________________ (Distributor). Recitals A. STAAR is engaged in the manufacture, global distribution and sale of ophthalmic products, including a range of devices for cataract, glaucoma and refractive surgery. B. Distributor is engaged in and has experienced and trained personnel for the marketing, distribution and sale of ophthalmic products in ________________. C. STAAR desires to engage Distributor, and Distributor desires to be engaged by STAAR, to market, distribute and sell the Products (as defined below) in _______________ on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants and conditions contained herein, and other good and valuable consideration, the parties hereby agree as follows: Agreement 1. Appointment and Acceptance 1.1 STAAR hereby appoints Distributor, and Distributor hereby accepts such appointment, to purchase the Products from STAAR and market, distribute and sell them in the Territory on the terms and conditions set forth herein. Distributor shall not have the right to appoint any subdistributors, subcontractors or other third parties to market, distribute or sell the Products. All Products shall be marketed, distributed and sold solely under STAAR's Trademarks. STAAR may utilize any of its affiliates to carry out STAAR's obligations under this Agreement; provided that STAAR shall remain liable for the due observance and performance of this Agreement by any such affiliate. 1.2 Distributor shall (a) procure the Products solely from STAAR (or its affiliates) and not (b) procure, manufacture, market or sell in the Territory any implantable medical devices that compete directly or indirectly with the Products, during the term of this Agreement. Distributor shall use its best efforts to promote and sell the Products to the maximum number of responsible customers in the Territory. 1.3 Subject to Section 8.3, Distributor's right to market, distribute and sell the Products in the Territory shall be exclusive. Distributor shall not sell any Products to a customer if Distributor knows or has reason to believe that such customer intends to remove those Products from the Territory. Distributor acknowledges and agrees that STAAR retains the right to sell the Products in the Territory directly or indirectly, including but not limited to via electronic commerce (without compensation to the Distributor). The Distributor shall cooperate with STAAR in servicing corporate accounts for customers operating in multiple Territories.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





1.4 During the term of this Agreement, and subject to the terms and conditions hereof, STAAR hereby grants to Distributor, and Distributor hereby accepts, the limited, nontransferable, nonexclusive right and license to use the trade name, trademarks, and logos of STAAR (collectively, Trademarks), without the right to grant sublicenses, solely in connection with the marketing, distribution and sale of the Products in the Territory pursuant to this Agreement. Distributor shall use and display the Trademarks solely in the manner, form, design, color and layout agreed by STAAR in its sole discretion. Distributor shall not use the Trademarks as part of or in combination with Distributor's trade name or marks. Distributor shall only market, distribute and sell the Products under the Trademarks and shall not use the Trademarks in any advertising or promotional campaigns or otherwise, or use any confusingly similar names or logos, in any manner that, in STAAR's sole discretion, may be misleading or harmful to STAAR (or its affiliates). Subject to the limited use rights granted to Distributor in respect of the Trademarks under this Agreement, all powers that would be conferred on authorized users under other laws are expressly excluded. 1.5 The term Products shall mean those certain products, specified by brand name, manufactured and marketed under the Trademarks by STAAR that are listed on Exhibit A-1 hereto. STAAR may from time to time modify or change the Products on Exhibit A-1 in its sole discretion, and if so, will notify Distributor promptly thereof. In the event that STAAR discontinues a Product, it will provide at least thirty (30) days' prior written notice to Distributor. Distributor shall not modify, disassemble or reverse engineer any Product, in whole or in part. 1.6 The term Territory shall mean ________. Distributor shall not promote, market, distribute or sell the Products outside the Territory. 1.7 Except for the rights expressly granted to Distributor pursuant to Sections 1 and 2, Distributor acknowledges and agrees that STAAR reserves and retains all rights with respect to the marketing, distribution and sale of the Products in the Territory (and elsewhere). Notwithstanding any other provision hereof to the contrary, STAAR shall have the unrestricted right, at its sole discretion, directly or indirectly through third party distributors, to among other things (a) supply, market, distribute and sell any product in the Territory other than the Products, (b) supply, market, distribute and sell any Product in the Territory on an OEM basis under third party trademarks, and (c) market, distribute and sell the Products (or any other product) in any geographic region outside the Territory. 2. Business of Distributor Distributor is and shall remain an independent contractor. Distributor agrees that STAAR has granted it no authority to act or make any representations or warranties on behalf of STAAR. Distributor is at all times acting for its own account, and at its own expense. Distributor represents to STAAR that Distributor has trained and experienced personnel, facilities and other resources in the Territory in order to diligently, professionally and effectively market, distribute and sell the Products. Distributor shall comply with all applicable laws, statutes, regulations and treaties relating to the marketing, distribution and sale of the Products and the performance of its duties and obligations hereunder. Distributor shall be free to establish its own pricing for Products sold by Distributor and shall notify STAAR of its pricing, as in effect from time to time.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





3. Term The term of this Agreement shall commence on the Effective Date and terminate in _____________, on _____________, unless terminated earlier pursuant to the terms of this Agreement; provided, however, that this Agreement may be renewed for successive one (1) year periods if STAAR and Distributor expressly agree in writing and in their sole discretion to renew this Agreement prior to the foregoing termination date or any successive renewal term. 4. Prices and Terms 4.1 The prices which Distributor shall pay to STAAR for the Products shall be as specified on Exhibit A 1. Such prices are exclusive of any national, state, local or other governmental sales, transfer, use, excise, value-added or other taxes, customs duties, or similar tariffs and fees, which shall be the sole responsibility of Distributor. In the event that STAAR is required to pay any such taxes, duties, tariffs or fees, the full amount thereof shall be added to the applicable invoice and payable by Distributor. Company may change the prices of the Products from time to time with thirty (30) days prior written notice to Distributor. 4.2 Payment for the Products shall be in U.S. Dollars, or such other currency as STAAR may require in its sole discretion, and made within thirty (30) days of STAAR's invoice. Late payments shall be subject to an interest charge of 1% per month or the maximum amount permitted by applicable law, whichever is less. 4.3 In the event STAAR establishes a line of credit for Distributor or permits Distributor to purchase Products on open account, STAAR retains title to said Products and reserves all rights with respect to such delivered Products permitted by law, including, without limitation, the rights of recession, repossession, resale and stoppage in transit until the full amount due from Distributor in respect of such Products has been paid. 5. STAAR Obligations STAAR shall, during the term of this Agreement: 5.1 Provide Product training, at mutually acceptable times and places, for a reasonable number of Distributor's personnel; provided that Distributor shall pay all expenses of its personnel attending such training sessions (including without limitation salaries and transportation); 5.2 Furnish Distributor, without charge, reasonable quantities of English-language Product literature which STAAR may publish or prepare from time to time; 5.3 Render reasonable periodic assistance to Distributor on Product technical and sales issues; and

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





5.4 Invoice Distributor for each Product sold by Distributor. 6. Distributor Obligations Distributor shall, during the term of this Agreement, and at its expense: 6.1 Actively use its best efforts to advertise, promote and penetrate the market for the Products in the Territory; 6.2 Employ adequate staff having specialized technical training, maintain adequate stocks of Products, and maintain facilities and other resources within the Territory, at its own expense, in order to maximize the distribution and sale of the Products; 6.3 Provide STAAR with an annual marketing plan setting forth Distributor's plan for the marketing, distribution and sale of the Products in the Territory, including (a) Distributor's goals and objectives for Product promotion, sales, and distribution, (b) advertising campaigns for trade journals and other publications, (c) customer training and education, (d) participation at trade shows and exhibits, (e) special promotions and financing and acquisition programs, such as reagent rental programs, (f) distribution strategies and market analysis, including a detailed summary of the activities of competitors in the marketplace, and (g) anticipated capital expenditures, personnel requirements and other resources to be utilized in the succeeding year; 6.4 Participate in appropriate exhibitions and trade shows as part of its marketing of the Products in the Territory, it being understood and agreed that STAAR and its affiliates also shall have the right to participate in exhibitions and trade shows in the Territory; 6.5 Submit to STAAR regular quarterly status reports reflecting sales activities (detailed by customer name and units sold per customer per month), anticipated requirements of customers in the Territory, general market conditions, and a summary of activities by competitors; 6.6 Provide customer training and warranty services; and 6.7 Refrain from making any claims or representations concerning the Products other than as set forth in the applicable specifications or labeling therefor and never disparage either STAAR or the Products. 6.8 In the event that Distributor terminates this Agreement, then for one year thereafter, Distributor shall not sell, promote, advertise or market in the Territory products which are competitive with the Products. 7. Forecasts/Purchase Orders/Minimum Product Quantities 7.1 Distributor shall on a calendar-quarter basis furnish to STAAR a written good-faith, non-binding estimate of Distributor's Product requirements in the Territory and requested shipping dates (the Forecast) for each of the succeeding twelve (12) months. Any purchase orders issued by Distributor are subject to acceptance by STAAR and will not be deemed accepted until a written confirmation has been dispatched by STAAR.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





7.2 Distributor shall order Products from STAAR under this Agreement by submitting to STAAR a written purchase order specifying Products, quantities, and requested delivery dates to enable STAAR to fill the order. Each purchase order submitted to STAAR is subject to acceptance by STAAR at its offices to which such order was submitted. The purpose of the purchase order to be issued under this Agreement is for scheduling only; no terms and conditions of Distributor's purchase orders or any other document or instrument of Distributor shall be binding upon STAAR or amend or modify this Agreement in any manner, notwithstanding any language to the contrary contained in any such purchase order, instrument or document. Distributor should place its last order in each quarter by the tenth day of the last month in each quarter (e.g., March 10, June 10, September 10, and December 10). 7.3 During each Contract Year, as defined below, Distributor shall purchase from STAAR the minimum quantity of each Product that shall be mutually agreed between the parties in advance of the applicable Contract Year (Minimum Product Quantities). The Minimum Purchase Quantities for the Contract Year are as set forth on Exhibit B attached hereto. Within ninety (90) days prior to the expiration of each Contract Year, the parties will discuss in good faith and agree on the Minimum Product Quantities for the successive Contract Year; provided, however, that, if the parties fail to reach agreement on or otherwise specify the Minimum Purchase Quantities for the successive Contract Year, the Minimum Product Quantities for such successive Contract Year shall be __________ percent (___%) of the Minimum Purchase Quantities for the existing Contract Year. Contract Year means for the first Contract Year of the Agreement, the period commencing on the Effective Date hereof and ending one year thereafter and for subsequent Contract Years, the successive twelve (12) month period thereafter. Failure of Distributor to purchase the Minimum Purchase Quantities for any Contract Year, shall be considered a material breach of this Agreement. 8. Delivery 8.1 Delivery of all Products ordered by Distributor shall be made Ex Works at STAAR's export manufacturing or other facility or named shipping point as determined by STAAR. ICC INCOTERMS (2010 edition) shall apply, except insofar as these INCOTERMS may be inconsistent with the terms of this Agreement. 8.2 In the event Distributor fails to take delivery and/or shipment of Products pursuant to the terms of this Agreement: (a) STAAR shall be entitled to store the Products in a warehouse at the expense and risk of Distributor; (b) the price of the Products shall become immediately due and payable by Distributor; and (c) after thirty (30) days from the date upon which the price becomes payable, STAAR may dispose of the Products in a commercially reasonable manner without notice to Distributor and recover any shortfall and related expenses from Distributor. 8.3 All Products ordered pursuant to accepted purchase orders shall be scheduled for delivery in accordance with STAAR's then current and normal delivery times.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





9. Warranty and Quality Control 9.1 STAAR warrants that, for the period of twelve (12) months from the date of delivery to Distributor hereunder (the Warranty Period), the Products will meet STAAR's published specifications or labeling for such Products as in effect at the time of such delivery (Warranty). To the maximum extent permitted by applicable law and except as otherwise stated in this Agreement: (a) the foregoing Warranty is exclusive; and (b) all other terms, representations, undertakings, rights, remedies and warranties are excluded, whether express or implied (including but not limited to any warranties of merchantability, fitness for a particular purpose or against infringement). To the maximum extent permitted by applicable law, the exclusive remedy for breach of the Warranty shall be, at STAAR's option, the repair or replacement, at STAAR's expense, of the non-conforming Product; provided that Distributor notifies STAAR of the non-conformity and returns the non-conforming Product within the Warranty Period. Products may only be returned by Distributor when accompanied by a return material authorization number issued by STAAR. Shipping expenses for Products returned by Distributor will be prepaid by Distributor. STAAR shall pay for the return or replacement shipment to Distributor of Products repaired or replaced under the Warranty. For Products returned for repair or replacement that are not covered under Warranty, STAAR's standard repair charges shall be applicable in addition to all shipping expenses. The above Warranty is contingent upon proper installation, use and maintenance of the Products and does not apply to Products which have been misused, mishandled, adulterated, repaired or modified without STAAR's written approval. To the maximum extent permitted by applicable law, STAAR shall not be responsible for any incidental or consequential loss, damage, or expense which arises directly or indirectly from the use of any Product. Without limiting the above, and to the maximum extent permitted by applicable law, Distributor's sole remedy in contract or in tort (including in negligence) and STAAR's liability shall be limited to the repair or replacement of any Product which is returned to and found to be defective or non-conforming by STAAR. 9.2 Distributor shall not make any representation or warranty as to the Products except for the warranty stated in Section 9.1 above. Distributor shall not alter the Products and shall not recommend or knowingly sell the Products for any uses except as described in STAAR's Product label and labeling and in accordance with the written instructions and warnings furnished by STAAR. Distributor agrees to deliver to its customers at or before sale all specifications, inserts, instructions, and warnings furnished by STAAR and to retain records evidencing such delivery. 10. Regulatory and Post-Market Surveillance Requirements 10.1 During the term of this Agreement and for at least ten (10) years thereafter, Distributor shall maintain records to allow for traceability of individual serial/lot numbers to customers for all sales of the Products. Upon request by STAAR, Distributor shall supply STAAR with a report of the information contained in such records. 10.2 In the event that STAAR deems it necessary to recall any Product, or any governmental authority requests recall of any Product distributed or sold by Distributor in the Territory, Distributor and STAAR shall cooperate fully with each other in effecting such recall, with an effort to reduce as much as possible the expense thereof and Distributor must notify STAAR of any contemplated or requested recalls as soon as possible (and at all times within any period required to notify any regulatory authority under applicable law) and prior to Distributor taking any steps to effect such a recall. Without limiting Distributor's obligations under law, as between Distributor and STAAR, the decision of whether or not to recall any Product shall be made solely by STAAR. Distributor shall notify all customers who received the recalled Product and shall record all receipts of Product returned under any recall. Distributor shall maintain copies of recall notification letters and maintain distribution logs that detail where each Product was shipped by Distributor.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





10.3 Distributor shall fully document and inform STAAR in writing of any Complaints or other matters addressed in this Section 10. Documentation with respect to Complaints shall include the Product model and serial or lot number, customer contact information, and as much detail as possible regarding the nature of the Complaint. Distributor will forward to STAAR any Complaint involving significant bodily injury, illness or death resulting from use of Products within one (1) calendar day of receipt and Distributor must notify STAAR of any such incident prior to issuing any notice required by law in respect of such incident (including those to be issued to governmental or regulatory authorities). Distributor shall forward to STAAR all other Complaints within five (5) calendar days of receipt. If any evaluation of Product involved in a Complaint by STAAR is necessary or appropriate, Distributor will use best efforts to retrieve the affected Product, if available, and return it to STAAR. STAAR will pay for the return shipment of such Product to STAAR. STAAR will be responsible for investigating all Complaints, determining if reporting to regulatory authorities in the Territory is required, and submitting such reports to regulatory authorities when required. The term Complaints as used in this Section 10.3 means any report, complaint or other communication received by Distributor (or its employees, contractors, agents or representatives) from end users of Products or their healthcare providers related to the safety or efficacy of the Products. 10.4 STAAR informs Distributor that Sections 10.1, 10.2, and 10.3 above are requirements of the Medical Device Directive (93/42/EEC), and that non-compliance by Distributor of these Sections will constitute grounds for STAAR to immediately cease supply of Products to Distributor and will be deemed a failure by Distributor to perform a material obligation, warranty, duty or responsibility hereunder. 10.5 Distributor acknowledges and agrees that it has full understanding of and shall duly observe and abide by any and all legal and regulatory requirements applicable to the import, commercialization, marketing, distribution or sale of Products in the Territory (collectively, Regulatory Requirements). Distributor further acknowledges and agrees that STAAR does not take any, and shall not be responsible for, any legal liability or responsibility for damages, costs or legal consequences that may result from any failure by Distributor to observe or comply with any Regulatory Requirements. 10.6 Distributor shall observe all transport and storage requirements and conditions applicable to the Products as indicated on any Product packaging. 11. Governmental Approvals and Registrations 11.1 With the exception of the health registrations for the Products provided for in Section 11.2 below, Distributor shall secure (and provide copies thereof to STAAR) all necessary governmental permits, licenses, sponsorships and registrations required in connection with the importation and resale of the Products in the Territory. Upon expiration or termination of this Agreement, Distributor shall transfer to STAAR (or its nominee) all right and title to all sponsorships or import licenses or permits governing the importation and resale of the Products into the Territory.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





11.2 STAAR shall provide to Distributor all necessary information and data to obtain appropriate health registrations and applications in the Territory. Distributor shall use its best efforts to obtain all necessary registrations, which registrations shall be obtained in the name of STAAR. Distributor agrees that it will have no right or interest in said registrations and applications; that STAAR is and shall remain the exclusive owner of such registrations and applications free and clear of any claims by Distributor; and that Distributor shall make no claim to the same at any time during or after the term of this Agreement. Distributor shall respect such property rights of STAAR and comply with all local laws and regulations in respect thereof. Distributor shall also assist STAAR, at STAAR's request, in taking any steps necessary to defend such rights, and any reasonable expenses incurred in this regard by Distributor shall be reimbursed by STAAR. 11.3 Distributor shall at all times keep STAAR apprised of all Regulatory Requirements and any changes thereto and, on an annual basis, shall report to STAAR in writing of any such changes and confirm in such report that there have been no changes in any Regulatory Requirements other than as specified in the annual report. 11.4 Copies of all permits, licenses, sponsorships and registrations referred in Sections 11.1 and 11.2 shall be promptly forwarded to STAAR. 12. STAAR's Proprietary Information and Rights 12.1 Distributor recognizes and understands that all information not generally known concerning Company and the Products, including but not limited to Company's organization and business affairs, customer lists, sales information, operating procedures and practices, technical data, designs, software, know-how, trade secrets, and processes (the Proprietary information), whether owned by Company or licensed by Company from third parties, are subject to a valuable proprietary interest of Company, and that Distributor is under an obligation to maintain the confidentiality of such Proprietary Information. Without limiting the generality of the foregoing obligations, Distributor agrees that for the term of this Agreement and thereafter until such time as the Proprietary information is in the public domain, Distributor will (i) not disclose, publish or disseminate any Proprietary Information, (ii) not use any Proprietary Information for its own account, (iii) not authorize any other person to disclose, publish or disseminate the Proprietary information, and (iv) treat all Proprietary Information in a confidential manner, including appropriate marking and secure storage of written Proprietary Information. 12.2 No title or ownership of the software bundled or included with any Product (Software) is transferred to Distributor, and such Software remains the proprietary property of Company. The Software is protected by the U.S. Copyright. Act and by international copyright treaties. All Software, including documentation and any subsequent updates provided by Company to Distributor, is licensed only for use on the single Product on which the Software is first installed. Unauthorized copying of the Software is expressly forbidden, and Distributor agrees not to distribute copies of the Software to nonlicensed parties. In no event shall Distributor reverse engineer, decompile, or disassemble the Software.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





12.3 Distributor acknowledges that the Company is the owner and/or licensee in the Territory of the trademark(s) indicated on the Product packaging, advertising or promotional material or utilized in the sale of the Products (the Trademarks). During the term of this Agreement, Distributor is authorized to use the Trademarks solely in connection with Distributor's advertisement, promotion and distribution of the Products in the Territory. Whenever the Trademark is used, e.g., on any package, label or advertisement, the right or most prominent use shall always be accompanied by a legend acceptable to Company indicating that the Trademark is licensed to the Distributor by Company. 12.4 Distributor shall neither use nor permit others to use the name STAAR, or any abbreviation or modification thereof, or the Trademarks or any other trademark or trade name of Company as part of the Distributor's firm name or corporate titles, in signs or in letterheads without the prior written consent of Company. Distributor may designate itself as a Distributor of Products in the Territory in such form and manner as Company may approve of in advance in writing. Distributor shall not grant this privilege to any third party or to any affiliates without Company's prior written consent. 12.5 Distributor acknowledges that Company owns and retains all patents, trademarks, copyrights and other proprietary rights in the Products, and agrees that it will not at any time during or after the termination of this Agreement assert or claim any interest in or take any action which may adversely affect the validity or enforceability of any trademark, trade name, trade secret, copyright, or other proprietary right owned by or licensed to Company. No license, either express or implied, is granted to the Distributor by this Agreement to any patents, trademarks, copyrights, processes, or other proprietary rights of Company or its affiliates, except the right to sell the Products sold to the Distributor hereunder in the Territory, and the license to use the Software and Trademarks in connection therewith. 12.6 Distributor acknowledges that any breach of the provisions of this Section shall result in serious and irreparable injury to STAAR for which STAAR cannot be adequately compensated by monetary damages alone. Thus, Distributor agrees that, in addition to any other remedy it may have, STAAR shall be entitled to enforce the specific performance of the obligations of Distributor under this Section and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages. Distributor shall be responsible for any breach of the provisions for this Section by any employee, agent or representative of Distributor. 13. Indemnification; Infringement; Insurance; and Limitation of Liability 13.1 Distributor shall indemnify, defend with competent and experienced counsel and hold harmless STAAR, and its officers, directors, employees, affiliates and agents (each, a Indemnities), from and against any and all claims, demands, suits or actions (including without limitation attorneys' fees and disbursements) which may be asserted against STAAR for any kind of damages, including without limitation damage or injury to property or persons and incidental and consequential damages, by any third party or any of the Indemnities arising out of, in connection with or resulting from (a) any breach of any representation or performance obligation of Distributor hereunder, or (b) any act or omission of Distributor, its employees, agents or representatives.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





13.2 Distributor shall, at its own expense, maintain at a minimum general and product liability coverage in the Territory of at least US$2 million per occurrence, US$5 million in the aggregate. On a separate endorsement, Distributor shall name STAAR as an additional named insured. Such separate endorsement shall indicate that Distributor's insurance is primary and that STAAR's coverage as an additional named insured is not contributory. Each such insurance policy and endorsement shall provide that the insurance will not be canceled or reduces without at least thirty (30) days' prior written notice to STAAR. On request, Distributor shall provide STAAR with copies or certificates of all such insurance policies. 13.3 EXCEPT FOR EACH PARTY'S CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 12 AND INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 13, WITHOUT LIMITING ANY RIGHT DISTRIBUTOR MAY HAVE UNDER LOCAL STATUTES THAT CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OR FOR DAMAGES DUE TO LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. Termination 14.1 STAAR or Distributor shall have the right, at its option, to terminate this Agreement, by giving written notice to the other party, effective immediately on receipt of such notice, on the occurrence of any of the following events: (a) In the event that the other party becomes or is deemed insolvent; proceedings are instituted by or against it in bankruptcy, insolvency, reorganization or dissolution; or it makes a general assignment for the benefit of creditors; (b) In the event that the other party fails to observe or perform any obligation, warranty, duty or responsibility under this Agreement and such failure continues unremedied for a period of thirty (30) days following written notice thereof by the non breaching party; or 14.2 STAAR shall have the right to terminate this Agreement by giving written notice to Distributor, effective immediately on receipt of such notice, (a) if Distributor fails to meet the Annual Minimum Volume as set forth in Section 7.2 or (b) pursuant to Section 15, or in the event the parties are unable to agree upon changes in the prices for Products within thirty (30) days following STAAR's notice thereof. 14.3 Notwithstanding the provisions of Section 3 above, either party shall have the right to terminate this Agreement, without cause, upon no less than ninety (90) days' prior written notice to the other party.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





14.4 Upon any termination or expiration of this Agreement: (a) All sums due to either party from the other shall be promptly paid; (b) Distributor orders received and accepted by STAAR prior to the effective date of the termination of this Agreement shall be fulfilled in accordance with their terms; (c) All property belonging to one party but in the custody of the other shall be returned; (d) STAAR shall have the option to repurchase any or all current and resalable Products in Distributor's inventory at eighty percent (80%) of Distributor's original net purchase price (reflecting a twenty percent (20%) restocking and administrative fee); (e) Distributor shall cease all display, advertising and use of STAAR trade names, trademarks (including the Trademarks), logos and designations, except uses on the Products which remain in Distributor's possession, and shall transfer all registrations and sponsorships for the Products to STAAR or its designee; and (f) The parties have considered the possibility that one or both parties will incur expenses in preparing for performance of this Agreement and that one or both parties will incur expenses and suffer losses as a result of termination, and the parties have nevertheless agreed that the terminating party shall not incur any liability whatsoever for any damage, loss or expense of any kind suffered or incurred by the other party (or for any compensation to the other party) arising from or incident to any termination or non-renewal of this Agreement by the terminating party pursuant to its terms, whether or not the terminating party is aware of any such damage, loss or expense. Without limiting the generality of the foregoing, upon any termination of this Agreement by either Party in accordance with its terms (or otherwise), in no event shall STAAR be required to pay to Distributor any good will or other payment of any nature or kind based on the sales, business development or other activities of Distributor during the term of this Agreement. Distributor, for itself and on behalf of each of its employees, hereby waives any rights which may be granted to it or them under the laws and regulations of the Territory or otherwise which are not granted to it or them by this Agreement. Termination is not the sole remedy under this Agreement, and, whether or not termination is effected, all other remedies shall remain available. 15. U.S. Laws and Regulations 15.1 Distributor acknowledges and agrees that it shall comply in all respects with all United States and local country laws, regulations and standards applicable to its activities under this Agreement, including but not limited to the exporting and importing requirements (including the prohibition of the re-export of Products and associated technical data) set forth in this Agreement and in applicable governmental regulations.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





15.2 Distributor warrants and represents that neither Distributor nor any person acting on Distributor's behalf shall make, directly or indirectly, any offer or promise or authorization of a bribe, kickback, payoff or any other payment or gift intended to improperly influence an agent, government official, political party or candidate for public office to exercise their discretionary authority or influence in order to assist in the sale, marketing, promotion, importation, licensing or distribution of the Products and shall complete and sign the attached Foreign Corrupt Practices Certification (Exhibit C). Specifically, Distributor shall not (a) violate any applicable anti-bribery or anti-corruption laws; or (b) offer, pay or promise to pay, give or promise to give, or authorize the payment or giving of, anything of value to any official representative of any Governmental Entity or authority or any political party or officer thereof or any candidate for office in any jurisdiction (individually and collectively, a Government Official), (i) for the purpose of (A) influencing any act or decision of such Government Official in his official capacity, (B) inducing such Government Official to do or omit to do any act in violation of his lawful duty, (C) securing any improper advantage, or (iv) inducing such Government Official to influence or affect any act or decision of any Government Entity, or (ii) in order to assist Distributor in obtaining or retaining business for or with, or directing business to Distributor or any of its affiliates. The term Governmental Entity as used in this Section 15.2 means any government or any department, agency or instrumentality thereof, including any entity or enterprise owned or controlled by a government, or a public international organization. Distributor shall maintain for at least two (2) years and make readily available to STAAR or its duly authorized representatives' books, records and accounts prepared in accordance with generally accepted accounting principles that accurately and completely reflect the nature of every transaction related to the sale of the Products. 16. Data Protection 16.1 For the purposes of this Section, the following terms shall have the following meanings: Data Protection Laws means any applicable data protection or privacy laws. It shall include: (a) the EU Data Protection Directive 95/46/EC and EU ePrivacy Directive 2002/58/EC as implemented by countries within the European Economic Area (EEA); (b) from 25 May 2018, the EU General Data Protection Regulation (GDPR) as implemented by countries within the EEA and the UK; and/or (c) other laws that are similar, equivalent to, successors to, or that are intended to or implement the laws that are identified in (a) and (b) above; Shared Personal Data shall have the meaning as set out in Section 16.4; and The terms data controller, data subject, personal data, processing, and sensitive personal data shall have the same meanings ascribed to them under Data Protection Laws. 16.2 STAAR and Distributor each acknowledge and agree that where a party processes personal data under or in connection with this Agreement it alone determines the purposes and means of such processing as a data controller. 16.3 Each Party confirms that it has complied, and will continue to comply, with its obligations relating to personal data that apply to it under applicable Data Protection Laws. 16.4 To the extent Distributor discloses, provides or otherwise makes available, personal data to STAAR under or in connection with the Agreement (Shared Personal Data), Distributor acknowledges that STAAR and/or its service providers or agents may process such Shared Personal Data for any purpose related to this Agreement, including, without limitation, for any purpose necessary for STAAR and/or its service providers or agents to comply with applicable law.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





16.5 In connection with the Shared Personal Data, Distributor warrants that it: (a) has provided adequate notices to, and obtained valid consents from, the relevant individuals, in each case, to the extent necessary for STAAR and/or its service providers or agents to process the Shared Personal Data (including any sensitive personal data) in connection with this Agreement which may include the transfer of the Shared Personal Data to STAAR outside of the EEA; and (b) shall not, by act or omission, cause STAAR to violate any Data Protection Laws, notices provided to, or consents obtained from, data subjects as result of processing the Shared Personal Data in connection with this Agreement. 16.6 To the extent of any conflict in relation to personal data between the terms contained in this Section and the rest of the Agreement, then the terms of this Section shall control to the extent of such conflict. 17. Survival In addition to Distributor's obligation to pay STAAR all amounts due hereunder, the provisions under Sections 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 24 and 25 shall survive termination of the Agreement, as well as such other provisions which by their meaning and intent have applicability beyond the terms of this Agreement. 18. Publicity Distributor agrees that any publicity or advertising which shall be released by it in which STAAR is identified in connection with the Products shall be in accordance with the terms of this Agreement and with any information or data which STAAR has furnished in connections with this Agreement (or related to the Product). STAAR shall have the right to review and approve all such publicity and advertising prior to dissemination thereof. 19. Assignment Neither party may, directly or indirectly (including in connection with a change of control transaction), transfer or assign this Agreement or any of the rights or obligations hereunder without the prior written consent of the other; provided that STAAR may assign any of its rights and delegate any of its obligations hereunder to its subsidiaries and affiliated companies or in connection with a sale or transfer of all or substantially all of its business to which this Agreement relates, whether by merger, sale of assets or otherwise, without Distributor's prior written consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 20. Integrated Agreement This Agreement constitutes the entire understanding and agreement between STAAR and Distributor regarding the subject matter hereof and terminates and supersedes all prior formal or informal understandings or agreements relating thereto.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





21. Force Majeure Performance of the parties hereto of their respective obligations hereunder shall be subject to force majeure and acts of God, including but not limited to insurrections, riots, wars and war-like operations, terrorist acts, explosions, governmental acts, epidemics, failure of contractors to perform, strikes, fires, accidents, acts of any public enemy, inability to obtain required materials, supplies, products or qualified labor, delay in transportation and any applicable law, regulation or restriction of any foreign, federal, state or local governmental entity or instrumentality. However, the parties hereto shall use their commercially reasonable efforts to avoid, remove or cure said circumstances. Any party temporarily excused for performances hereunder by any such circumstance shall resume performance with utmost dispatch when such circumstances are removed or cured. Any party claiming such circumstances as an excuse for delay in performance shall give prompt notice in writing thereof to the other party. Nothing herein and no contrary provisions of any law, regulation, or governmental pronouncement shall, however, relieve Distributor of its obligation to make the payments to STAAR required hereunder at the times and in the manner herein specified. 22. No Waiver No waiver by either party of any breach or default of any of the covenants or agreements herein contained shall be deemed a waiver as to any subsequent or similar breach or default. No right or remedy herein conferred upon either party is exclusive of any other right or remedy herein or by law or in equity provided or permitted. 23. Severability This Agreement is divisible, and provisions herein held to be violate of any applicable treaties, statutes or regulations of any governmental agency having jurisdiction shall effect only that portion held to be invalid or inoperative, and the remaining portions of this Agreement shall remain in full force and effect. 24. Notice Any notice required or permitted to be given hereunder shall be in writing and (a) delivered in person or by internationally-recognized express delivery or courier service (e.g., FedEx, DHL or UPS), (b) sent by facsimile, or (c) deposited in the mail registered or certified first class, postage prepaid and return receipt requested (provided that any notice given pursuant to clause (b) is also confirmed by the means described in clause (a) or (c)), to the address or facsimile number of the party appearing below its signature below or to such other address as such party from time to time may designate in writing in compliance with the terms hereof. Each notice shall be deemed given when so delivered personally, or sent by facsimile transmission, or, if sent by express delivery or courier service four (4) business days after being sent, or if mailed, ten (10) days after date of deposit in the mail. 25. Governing Law and Dispute Resolution 25.1 This Agreement, which is in English, shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. The parties hereby expressly disclaim and exclude any applicable provisions of the United Nations Convention for the International Sales of Goods.

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





25.2 The parties waive their rights to seek remedies in court (except where the relief sought is an injunction or other equitable relief), including any right to a jury trial. Except in a case where the relief sought is an injunction or other equitable relief, the parties agree that any dispute between the parties arising out of, relating to or in connection with this Agreement, whether characterized or sounding in contract or tort or otherwise, shall be resolved exclusively through binding arbitration conducted in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The arbitration shall be held in Los Angeles, California, USA. Judgment upon the award rendered may be entered in any court having jurisdiction. Each party shall bear its own expenses of the arbitration, but the arbitration fees and costs shall be borne equally between the parties participating in the arbitration. Disputes shall not be resolved in any other forum or venue. 26. Counterparts This Agreement may be executed in duplicate counterparts, each of which shall be deemed to be an original and all of which counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, STAAR and Distributor have caused their duly authorized representatives to execute this Distributorship Agreement on this __ day of ____, 20___. STAAR SURGICAL AG DISTRIBUTOR By: By: Name: Name: Title: Title:

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Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





EXHIBIT A-1

List of Products and Prices

All prices in U.S. dollars, or such other currency as STAAR determines in its sole discretion.

A-1-1

Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





EXHIBIT B Minimum Product Quantities

B-1

Source: STAAR SURGICAL CO, 10-Q, 8/1/2018





EXHIBIT C Foreign Corrupt Practices Certification I, _________, as the [__________] of ___________ hereby certify as follows: 1. I understand and will comply with the anti-bribery provisions of the U.S Foreign Corrupt Practices Act and the UK Bribery Act. Neither I, nor any person employed by me or my business or representing my business, has or will make, offer, promise or authorize, directly or indirectly, any payment or transfer of anything of value to any official, representative or employee of any government, government agency or instrumentality, for the purpose of influencing a decision by any of them to take actions favorable to STAAR Surgical Company or its subsidiaries (STAAR) or represent them on any matter related directly or indirectly to the purchase of any of STAAR's products. 2. No officer, director, partner, owner, principle, employee or agent of my business is an official or employee of a governmental agency or instrumentality in a position to influence action or decisions regarding me or my business activities on behalf of STAAR and I will inform STAAR, by written notice, if, and as soon as , any such person assumes such a position as official or employee of a governmental agency or instrumentality while at the same time remaining an officer, director, partner, owner, principle, employee or agent of mine or my business at which time STAAR may elect to terminate this contract without any further liability to me or my business. 3. I will indemnify an hold harmless STAAR from any and all fines, damages, losses, costs and expenses (including without limitation reasonable attorneys' fees) incurred by STAAR as a result of any breach of this Certification by me. 4. I understand and agree that failure to comply with the terms of this Certification will entitle STAAR to terminate any and all if its contractual relationships with me and my business. DISTRIBUTOR: By: Officer Title: Print Name: Date:

C-1

Source: STAAR SURGICAL CO, 10-Q, 8/1/2018 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
Example Output: Distributor acknowledges that Company owns and retains all patents, trademarks, copyrights and other proprietary rights in the Products, and agrees that it will not at any time during or after the termination of this Agreement assert or claim any interest in or take any action which may adversely affect the validity or enforceability of any trademark, trade name, trade secret, copyright, or other proprietary right owned by or licensed to Company.

Example Input: Exhibit 10.1

TRANSPORTATION SERVICES AGREEMENT

THIS TRANSPORTATION SERVICES AGREEMENT (this Agreement) is dated as of June 11, 2015, by and between Marathon Petroleum Company LP (Shipper) and Marathon Pipe Line LLC, a Delaware limited liability company (MPL), both referred to jointly as the Parties and each individually as a Party.

WITNESSETH

WHEREAS, MPL owns and operates a common carrier pipeline system originating in Ohio, as further depicted on Exhibit A, that will provide both interstate and intrastate common carrier transportation services; and

WHEREAS, MPL also operates the assets of Ohio River Pipe Line LLC, a Delaware limited liability company (ORPL) and an affiliate of MPL. ORPL is the owner of a common carrier pipeline system originating in Ohio, as further depicted on Exhibit A, that provides common carrier transportation services; and

WHEREAS, MPL and ORPL desire to combine their systems (together referred to as the Pipeline) under a Joint Agreement (as defined below) in order to undertake certain improvements to provide expanded capacity on portions of the Pipeline and install additional infrastructure to other portions of the Pipeline pursuant to a multi-phase capital project (the Project); and

WHEREAS, MPL and ORPL conducted a joint binding open season with the understanding that MPL will file a joint tariff, commencing approximately 30 days prior to the in-service date of the Project, seeking binding commitments on the Pipeline; and

WHEREAS, Shipper responded to the binding open season and desires to commit to transport a specified volume of Product (as defined below) on the Pipeline over a multi-year period to destinations as provided in Exhibit C, subject to and upon the terms and conditions of this Agreement; and

WHEREAS, in exchange for the commitment by Shipper to transport a specific volume of Product on the Pipeline over a multi-year period, MPL will charge the rates as provided for in Exhibit B; and

NOW THEREFORE, in consideration of the premises and mutual covenants set forth hereinafter, MPL and Shipper agree as follows:

1. Definitions

Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries' controls, is controlled by or is under common control with, the Person in question.

Applicable Law means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect. Barrel means forty-two (42) U.S. gallons measured at sixty (60) degrees Fahrenheit.

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Change in Law means the adoption, implementation or amendment of any Applicable Law by any Governmental Authority after the Effective Date that causes MPL to incur additional expenses in order to operate the Pipeline in compliance with such Applicable Law.

Change in Law Event means the occurrence of a Change in Law that necessitates the expenditure of Compliance Costs.

Compliance Costs means the expenses in excess of $1,000,000 for a Change in Law Event, related specifically to the Department of Transportation, Pipeline and Hazardous Materials Safety Administration or Homeland Security, incurred by MPL to comply with a Change of Law, irrespective of whether such expenses are to be incurred as a onetime expenditure or periodically for an extended period. The definition for Compliance Costs shall in no way revise or modify the definitions of Change in Law or Change in Law Event.

Contract Year means the period beginning on the project in-service date in conjunction with the FERC tariff filing, and ending 365 days later (366 days later for any such period that includes a February 29.)

Confidential Information means any proprietary or confidential information that is competitively sensitive material or otherwise of value to a Party or its Affiliates and not generally known to the public, including trade secrets, scientific or technical information, design, invention, process, procedure, formula, improvements, product planning information, marketing strategies, financial information, information regarding operations, consumer and/or customer relationships, consumer and/or customer identities and profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Party or its Affiliates and the consumers, customers, clients and suppliers of any of the foregoing. Confidential Information includes such information as may be contained in or embodied by documents, substances, engineering and laboratory notebooks, reports, data, specifications, computer source code and object code, flow charts, databases, drawings, pilot plants or demonstration or operating facilities, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of the foregoing; provided, however, that Confidential Information does not include information that a receiving Party can show (a) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (b) has been furnished or made known to the receiving Party without any obligation to keep it confidential by a third party under circumstances which are not known to the receiving Party to involve a breach of the third party's obligations to a Party or (c) was developed independently of information furnished or made available to the receiving Party as contemplated under this Agreement.

Construction Costs means all costs and expenses incurred by MPL in connection with the Project, including, without limitation, those costs relating to design, asset modification or enhancement and developmental costs, whether internal or external. Such costs include all expenditures that have been committed to by MPL via purchase order, contract or otherwise, even if MPL has not remitted funds for the goods or services that are the subjects thereof.

Construction Cost Reimbursement has the meaning set forth in Section 10.5.

Day means a period of twenty-four (24) consecutive hours commencing 12:00 a.m. Central Standard Time, or such other period upon which the Parties may agree.

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Deficiency Volume has the meaning set forth in Section 3.5.

Deliveries means the volume of Product delivered through the Pipeline.

Effective Date has the meaning set forth in Section 2.1.

Election Deadline has the meaning set forth in Section 6.6.

Expansion Notice has the meaning set forth in Section 6.6.

Expansion Volume Commitment has the meaning set forth in Section 6.6.

Extension Period has the meaning set forth in Section 2.2.

FERC means the Federal Energy Regulatory Commission.

Force Majeure means acts of God, fires, floods, storms; compliance with orders of courts or Governmental Authorities; explosions, wars, terrorist acts, riots, strikes, lockouts or other industrial disturbances; accidental disruption of service; breakdown of machinery, storage tanks or pipelines and inability to obtain or unavoidable delays in obtaining material or equipment; and similar events or circumstances, so long as such events or circumstances are beyond the affected Party's reasonable control and could not have been prevented by the affected Party's due diligence; provided, however, that a Party's failure to pay any amounts due hereunder shall not constitute an event of Force Majeure.

Force Majeure Notice has the meaning set forth in Section 5.1.

Force Majeure Period has the meaning set forth in Section 5.1.

Governmental Authority means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

Initial Term has the meaning set forth in Section 2.2.

Joint Agreement means the agreement between ORPL and MPL to undertake certain improvements to provide expanded capacity on portions of the ORPL systems and install additional infrastructure to portions of the MPL systems pursuant to a multi-phase capital project. This agreement will also establish a joint tariff between ORPL and MPL, which derives both entities local movements and rates. MPL will ultimately file the joint tariff.

Monthly Commitment has the meaning set forth in Section 3.6.

Person means any individual, partnership, limited partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

Pre-Service Increase Request has the meaning set forth in Section 3.9.

Prepaid Transportation Credits has the meaning set forth in Section 3.6.

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Product means the commodities commonly associated as specialty petroleum products, specifically condensate, natural gasoline, and diluent. Product may also include liquefied petroleum gas commodities such as butane. Product, as designed in this Agreement, does not refer to finished gasoline and diesel products.

Project Capacity means the aggregate of each system's total capacity that is made available for Product movements by means of the Project, by either expanding existing pipelines or building new pipelines.

Proportionate Share means, at any given time, the percentage equal to Shipper's volume commitment divided by the total volume commitments at such time.

Quarter means the three (3) calendar month periods, or portion thereof, commencing January 1, April 1, July 1 and October 1 of each year during Term hereof.

Quarterly Volume Commitment means Shipper's commitment to ship, or otherwise pay for, each Contract Year of the fifteen (15) year term of this Agreement, at posted Pipeline Tariff Rates as set forth in Exhibit B, which equals a total annual Product volume as determined from Exhibit C. With respect to the required quarterly volume, the volume of Product is equal to: (a) volume per day multiplied by; (b) the number of Days in such Quarter. The Quarterly Volume Commitment will be reduced proportionately for any partial Quarter during the Term.

Representatives has the meaning set forth in Section 7.1.

Requested Expansion Volume Commitment has the meaning set forth in Section 6.6.

Shipper Deliveries means the volume of Product that Shipper as the shipper of record delivered through the Pipeline.

Termination Notice has the meaning set forth in 5.1.

Tariff means the intrastate and/or interstate tariffs that set forth the rules, regulations and rates for services on the Pipeline, including supplements thereto and reissues thereof, under which Product is transported through the Pipeline.

Tariff Rates means the rates set forth in the Tariffs for transportation of Product on the Pipeline.

Term has the meaning set forth in Section 2.2.

Unsubscribed Capacity has the meaning set forth in Section 3.9.

1.1 The following Exhibits are attached to and incorporated into this Agreement: Exhibit A - Common Carrier Pipeline, including Origins and Destinations Exhibit B - Rate and Volume Commitment Table Exhibit C - Shipper's Submitted Capacity Request Form

2. Effective Date and Term

2.1 This Agreement is effective June 11, 2015 (the Effective Date). The Agreement shall continue through the project's in-service date and for a period of fifteen (15) years after the project's in-service date (Initial Term). MPL shall provide written notice to Shipper

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confirming the project's in-service date. Shipper acknowledges that the overall Project will be completed in several phases. New infrastructure will be completed first, with additional build-out projects and expansions completed in succession. MPL will provide a thirty (30) day notice to Shipper, notifying it of the actual in-service date for the included projects.

2.2 This Agreement shall be binding upon the Parties under the same conditions and provisions for a time period commencing on the Effective Date and shall continue through the Initial Term. This Agreement will automatically renew for up to two (2) renewal terms of five (5) years each (each, an Extension Period) unless either Party provides the other Party with written notice of its intent to terminate this Agreement at least six (6) months prior to the end of the Initial Term or the then current Extension Period. The Initial Term and Extension Period, if any, shall be referred to in this Agreement as the Term.

2.3 In the event Shipper does not wish to renew after the Initial Term or Extension Period or chooses to terminate the Agreement by written notice pursuant to Section 2.2, MPL reserves the option and right to hold a subsequent open season in which interested shippers can have opportunity to contract for resulting available volume, rate, and terms.

3. Volume Commitment and Quarterly Deficiency Charges

3.1 Shipper guarantees that during each Contract Year, Shipper will meet its Quarterly Volume Commitment or, in the event it fails to do so, shall remit to MPL the Quarterly Deficiency Payment pursuant to Section 3.5. All volumes moved by Shipper on the Pipeline will be subject to the applicable Tariff Rates and proration policies, as may be amended from time to time in accordance with FERC methodologies and as provided herein.

3.2 Shipper will have the opportunity to fulfill its Quarterly Volume Commitment on a calendar quarter basis for condensate, natural gasoline, and diluent service. These three Products are interchangeable from a volume commitment standpoint and shipping a total volume of any one or combination of these Products will be applied towards the Quarterly Volume Commitment. Should MPL proceed with butane service, Shipper will also have the opportunity to fulfill its Quarterly Volume Commitment on a calendar quarter basis for butane service, separate from condensate, natural gasoline, and diluent service.

3.3 Shipper shall be deemed to have shipped its Quarterly Volume Commitment on the Pipeline if the quantity of Product that Shipper ships on the Pipeline in any Quarter equals at least the Quarterly Volume Commitment for such Quarter.

3.4 Shipper agrees to pay MPL monthly: (a) the Tariff Rates in effect for all Shipper Deliveries transported by MPL on the Pipeline during such month; and (b) any loading, handling, transfer and other charges incurred with respect to such Shipper Deliveries for such month in accordance with the provisions as set forth in the Tariffs (or any other tariffs that may be applicable to such Shipper Deliveries). If the amount owed by Shipper is the subject of a good faith dispute, Shipper shall be obligated to pay only the undisputed portion of such amount pending the resolution of such dispute in accordance with this Agreement. Late payments of undisputed amounts shall accrue interest at a rate equal to two percent (2%) per annum, until paid. Such payments will be paid by Shipper to MPL within fifteen (15) Days of the invoice date or resolution of any dispute, if applicable.

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3.5 Subject to the provisions of Section 5 of this Agreement, if the volume of each Product shipped by Shipper on the Pipeline during the Quarter is less than the applicable Quarterly Volume Commitment for that Product then, in addition to paying any amounts incurred by Shipper pursuant to Section 3.4 with respect to Shipper Deliveries for such Quarter, Shipper shall also pay MPL a deficiency payment (the Quarterly Deficiency Payment); equal to the product of:

(a) the difference between the applicable Quarterly Volume Commitment for that Product for such Quarter and the volume of Shipper Deliveries of that Product on the Pipeline for such Quarter (the Deficiency Volume); and

(b) the applicable Tariff Rate for that Product for such Quarter.

Each Product to which the Shipper is obligated to move as part of its committed volumes will be added together for one total Quarterly Deficiency Payment.

Shipper's transportation of commodities outside this Agreement's definition of Product will not satisfy the obligation to move committed Product volume. All Product barrels moved by Shipper in excess of its Quarterly Volume Commitment will be attributed to Shipper's movements on the Pipeline as a Regular Shipper, subject to the applicable Rules & Regulations of the Tariff.

3.6 The dollar amount of any Quarterly Deficiency Payment paid by Shipper shall constitute prepayment for transportation of Product by Shipper on the Pipeline and will posted as a credit (Prepaid Transportation Credits) to Shipper's account for that type of Product. If, during any Quarter of the Contract Year, Shipper deliveries on the Pipeline exceed the applicable Quarterly Volume Commitment requirements, Shipper shall be permitted to apply Prepaid Transportation Credits against any amount due from Shipper and payable to MPL with respect to the transportation of volumes on the Pipeline for such Quarter. Any Prepaid Transportation Credits that are not used by Shipper during the four (4) Quarters immediately following the Quarter for which said Prepaid Transportation Credits were posted to Shipper's account (the Credit Period) will expire. Those Prepaid Transportation Credits that are in payment dispute in accordance with Section 3.4, shall be posted as a credit on the date the payment dispute is resolved. If during any such four (4) Quarter period the nominated volume on the Pipeline for any month equals or exceeds the applicable portion in the Quarterly Volume Commitment for the Pipeline for such month (the Monthly Commitment), but Shipper is prevented from shipping volumes in excess of the Monthly Commitment because of lack of available capacity, either because (a) the Pipeline is in allocation and Shipper is specifically subject to allocation per Exhibit C, (b) the Pipeline is undergoing testing, maintenance or repair, or (c) a Force Majeure has occurred that prevents MPL from transporting Shipper volumes on the Pipeline in excess of the Monthly Commitment, then the Credit Period shall be extended by an equivalent time period for which Shipper has been prevented from shipping volumes in excess of the Monthly Commitment. For the purposes of this Section 3.6, during the Term, if the Pipeline is in allocation for any portion of the month, the Pipeline will be considered to be in allocation for the entirety of such month.

3.7 Notwithstanding anything in Section 3.5 to the contrary, upon the expiration or termination of this Agreement for any reason to the extent that Shipper, at the time of such expiration or termination, holds any unused Prepaid Transportation Credits, Shipper shall be permitted to apply such Prepaid Transportation Credits against any amounts incurred by Shipper and

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payable to MPL with respect to any Shipper deliveries on the Pipeline until the expiration of the applicable Credit Period with respect to such Prepaid Transportation Credits. This Section 3.7 shall survive the expiration or termination of this Agreement.

3.8 Shipper may not apply Prepaid Transportation Credits on differing types of Products; i.e, a Shipper may not use Prepaid Transportation Credits received for butane service on condensate, natural gasoline, or diluent service, or vice versa. Condensate, natural gasoline, and diluent are interchangeable from a volume commitment standpoint and shipping a total volume of any one or combination of these Products will be applied towards the Quarterly Volume Commitment. Should MPL proceed with butane service, Shipper will also have the opportunity to fulfill its Quarterly Volume Commitment on a calendar quarter basis for butane service, separate from condensate, natural gasoline, and diluent service.

3.9 If, following the binding open season and prior to the in-service date of the Tariff, MPL determines that it has available capacity not subscribed to during the binding open season, not to exceed 90% of Project Capacity (Unsubscribed Capacity), to the extent permitted by Governmental Authority; MPL will provide Shipper the right to increase its Quarterly Volume Commitment as submitted on its Capacity Request Form on Exhibit C. MPL will provide at least sixty (60) days' advance written notice, simultaneously, to all shippers (including Shipper) who have executed a transportation service agreement during the binding open season of the availability and volume of Unsubscribed Capacity for additional volume commitments (the Additional Volume Commitments). No later than thirty (30) days following the date of MPL's written notice, Shipper must provide MPL with a written binding commitment identifying the additional volumes to be added to its Quarterly Volume Commitment (Pre-Service Increase Request). In the event MPL receives Pre-Service Increase Requests that are, in aggregate, less than or equal to the Unsubscribed Capacity, each shipper's volume commitment shall be increased by the volume of its Pre-Service Increase Request. In the event MPL receives Pre-Service Increase Requests that would, in aggregate, exceed the Unsubscribed Capacity, all Shippers will be allocated their Pre-Service Increases pro rata based on their then- current volume commitments. If Shipper makes a Pre-Service Increase Request, MPL shall notify Shipper of its new Quarterly Volume Commitment within thirty (30) days following receipt of Shipper's Pre-Service Increase Request, and Exhibit C shall be deemed revised to reflect Shipper's new volume commitment, which shall equal the sum of its original Capacity Request Form volume commitment and its Pre-Service Increase Request or its allocated portion thereof pursuant to this Section 3.9. If there is still Unsubscribed Capacity after shippers (including Shipper) exercise Additional Volume Commitments as set forth above, MPL may conduct a second open season to obtain additional volume commitments for any remaining Unsubscribed Capacity.

4. Transportation Charges

4.1 Shipper shall pay MPL a transportation charge for each Barrel of Product shipped under the terms of this Agreement and Exhibit C, at the rates provided for in Exhibit B, which shall be the Tariff Rates for the volume commitment on the Day of delivery of Product.

4.2 The rates in Exhibit B will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology in effect at the time of the escalation. There shall be no downward adjustment of the Rates in the event the annual FERC oil pipeline index rate is negative. Rates will typically be indexed during July of each year and would be first indexed in July of the year following project completion.

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4.3 If during the term of this Agreement, MPL becomes obligated as a result of a Change in Law Event to bear Compliance Costs, MPL shall have the right to increase the Tariff Rates on the Pipeline, including Shipper's committed rate as originally executed on Exhibit B in this Agreement or to impose a surcharge on its shippers (including Shipper) to recover such Compliance Costs. If MPL determines to recover any Compliance Costs from its shippers, it will do so in a manner that is reasonable and equitable to all shippers on the Pipeline.

4.4 A Committed Priority Shipper will receive transportation service exempt from prorationing provisions under normal operating conditions for its contractually committed volumes, in exchange for a commitment to transport (or pay for) those volumes, pursuant to the terms of this Agreement executed during the open season process. The rates vary depending upon project options, but in all instances will be $0.01 per barrel above the rates for uncommitted service for the same origin and destination points. A Committed Priority Shipper will have the same rates as the Committed Non-Priority Shipper (as defined below), unless the system in under prorationing. When under prorationing, the Committed Priority Shipper's rate will be charged the premium rate of $0.01 above the posted uncommitted rate. Shipper shall not be a Committed Priority Shipper solely through this Agreement. Shipper must submit a Capacity Request Form during MPL's binding open season (Exhibit C) which confirms the Shipper has elected Committed Priority Shipper Status.

4.5 A Committed Non-Priority Shipper will receive transportation service subject to prorationing provisions for its contractually committed volumes, in exchange for a commitment to transport (or pay for) those volumes, pursuant to the terms of this Agreement executed during the open season process. Those who elect to become a Committed Non-Priority Shipper will receive the benefit of discounted rates that will not be available to the Committed Priority Shippers or the uncommitted shippers. The rates will vary depending upon project options and commitment duration. MPL will not presume Shipper to be a Committed Non-Priority Shipper solely through this Agreement, unless the Capacity Request Form submitted by Shipper during MPL's binding open season (Exhibit C) shows the Shipper has elected Committed Non-Priority Shipper Status.

5. Force Majeure

5.1 As soon as possible upon the occurrence of a Force Majeure event, the affected Party shall provide the other Party written notice of the occurrence of such Force Majeure event (a Force Majeure Notice). A Party shall identify the full particulars and the approximate length of time that the Party reasonably believes in good faith such Force Majeure event shall continue (the Force Majeure Period). If a Party advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive months, then, subject to Section 10 below, at any time after a Party delivers such Force Majeure Notice, either Party may terminate this Agreement, but only upon delivery to the other Party of a notice (a Termination Notice) at least twelve (12) months prior to the expiration of the Force Majeure Period; provided, however, that such Termination Notice shall be deemed canceled and of no effect if the Force Majeure Period ends prior to the expiration of such twelve (12) months period. For the avoidance of doubt, neither Party may exercise its right under this Section 5.1 to terminate this Agreement as a result of a Force Majeure event with respect to any machinery, storage, tanks, lines of pipe or other equipment that has been unaffected by, or has been restored to working order since, the applicable Force Majeure event.

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5.2 Notwithstanding the foregoing, if Shipper delivers a Termination Notice to MPL and, within thirty (30) days after receiving such notice, MPL notifies Shipper that MPL reasonably believes in good faith that it shall be capable of fully performing under its obligations under this Agreement within a reasonable period of time, then the Shipper Termination Notice shall be deemed revoked and the applicable portion of this Agreement shall continue in full force and effect as if such Shipper Termination Notice had never been given.

5.3 Subject to Section 6 of this Agreement, MPL's obligation to transport on the Pipeline may be temporarily suspended during occurrences of, and for the entire duration of, a Force Majeure event that prevents MPL from transporting on the Pipeline. If MPL is unable to transport due to a Force Majeure event or otherwise, then Shipper's obligation to ship the applicable Quarterly Volume Commitment and pay the applicable Quarterly Deficiency Payment shall be reduced to the extent that MPL is prevented from shipping the full applicable Quarterly Volume Commitment. At such time as MPL is capable of transporting volumes equal to the full applicable Quarterly Volume Commitment on the Pipeline, Shipper's obligation to ship the full Quarterly Volume Commitment shall be restored.

6. Capabilities of the Pipeline System

6.1 MPL shall use reasonable commercial efforts to minimize the disruption of service on the Pipeline and any portion thereof. MPL shall promptly inform Shipper of any anticipated partial or complete disruption of service on the Pipeline, including relevant information about the nature, extent, cause and expected duration of the disruption and the actions MPL is taking to resume full operations, provided that MPL shall not have any liability for any failure to notify, or delay in notifying, Shipper of any such matters except to the extent Shipper has been materially prejudiced or damaged by such failure or delay.

6.2 Subject to Force Majeure, disruptions for routine repair and maintenance consistent with pipeline industry standards and any requirements of Applicable Law, MPL shall accept for shipment on the Pipeline in accordance with pipeline industry standard Product. Further, MPL shall maintain and repair all portions of the Pipeline in accordance with pipeline industry standards and in a manner which allows the Pipeline to be capable, subject to Force Majeure or temporary shutdown for pipeline testing and maintenance, of shipping, storing and delivering volumes of Product.

6.3 If the Shipper has agreed to pay, pursuant to Exhibit B and Exhibit C, a premium rate for transportation of Product on the Pipeline, the Shipper Deliveries shall not be reduced under normal operating conditions if the capacity for Product shipments is otherwise subject to prorationing in accordance with the prorationing provisions in MPL's Rules and Regulations Tariff.

6.4 If, for any reason, including without limitation a Force Majeure event, the capacity of the Pipeline is reduced, then (a) during such period of reduced capacity, Shipper's obligation shall be reduced as described above in this Section 6; and (b) within a reasonable period of time after commencement of such reduction, MPL shall make repairs to and/or replace the affected portion of the Pipeline to restore capacity. MPL shall use commercially reasonable efforts to continue to provide transportation of Product tendered by Shipper under the Tariffs while restoration is being completed. Any work performed by MPL pursuant to this Section 6.4

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shall be performed and completed in a good and workmanlike manner consistent with applicable pipeline industry standards and in accordance with all applicable laws.

6.5 Expansion of Pipeline. MPL reserves the right, at its sole discretion, to expand the capacity of the Pipeline at any time or from time to time.

6.6 Right of Shipper to Secure Expansion Capacity. In the event that MPL decides in its sole discretion to expand the capacity of the Pipeline, then:

(a) MPL will provide each Shipper with notice of such proposed expansion not less than one hundred and eighty (180) days prior to the expected in-service date of such proposed expansion (Expansion Notice) and such Expansion Notice shall include:

(i) the amount of the proposed expansion capacity;

(ii) the expected rates and rules and regulations that will apply to such expansion capacity;

(iii) the expected in-service date of such expansion/extension.

The costs of any expansion shall not be rolled into the rates associated with any Pipeline capacity existing prior to such expansion.

(b) To the extent permitted by Governmental Authorities, MPL will provide to each Shipper a first right, on terms and conditions specified by MPL that is consistent with this first right, to submit a binding nomination to ship, or otherwise pay for, a committed volume of Product on the expansion capacity (Requested Expansion Volume Commitment). The amount of expansion capacity available for volume commitments pursuant to this Section 6.6 shall not exceed ninety percent (90%) of the total expansion capacity. No later than sixty (60) days following the date of MPL's Expansion Notice, Shipper must commit to, in a form acceptable to MPL in MPL's sole discretion, its Requested Expansion Volume Commitment (Election Deadline). In the event that, pursuant to this first right, MPL receives binding commitments for volumes that exceed the expansion capacity available for committed volumes, each Shipper that submitted a binding commitment pursuant to this first right procedure shall be allocated the lesser of: (i) its Requested Expansion Volume Commitment, or (ii) the Shipper's pro-rata share of the expansion capacity available for committed volumes, which shall be calculated by multiplying (1) the Shipper's Proportionate Share, times (2) the expansion capacity available for committed volumes (Expansion Volume Commitment). MPL shall notify Shipper of its Expansion Volume Commitment within thirty (30) days following the Election Deadline, and the Parties shall promptly execute a new and separate transportation service agreement reflecting Shipper's Expansion Volume Commitment. Any calculation of an Expansion Volume Commitment shall be without regard to and shall not affect any Volume Commitment on pre-existing capacity.

(c) In the event that any expansion capacity available for committed volumes remains after the procedure set forth in Section 6.6 is completed, MPL has the right, in its sole discretion, to offer such committed capacity pursuant to an open season in which all interested shippers will be given an opportunity to commit to transport a specified volume of Product on such remaining expansion capacity, subject to the terms and conditions specified by MPL pursuant to or in connection with such open season.

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7 Confidentiality

7.1 From and after the Effective Date, each Party shall hold, and shall cause its Affiliates and its and their respective directors, managers, officers, employees, agents, consultants, advisors, contractors, and other representatives (collectively, Representatives) to hold all Confidential Information of the other Party in strict confidence, with at least the same degree of care that applies to such Party's confidential and proprietary information and shall not use such Confidential Information except in connection with its performance or acceptance of services hereunder and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this Section 7 by any of its Representatives.

7.2 If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent legally permissible, provide notice to the providing Party before disclosing such Confidential Information. Upon receipt of such notice, the providing Party shall promptly either seek an appropriate protective order, waive the receiving Party's confidentiality obligations hereunder to the extent necessary to permit the receiving Party to respond to the demand, or otherwise fully satisfy the subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Section 7, the receiving Party may disclose that portion of Confidential Information covered by the notice or demand.

7.3 Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 7 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 7 and to enforce specifically the terms and provisions of this Section 7. Notwithstanding any other section hereof, the provisions of this Section 7 shall survive the termination of this Agreement.

8. Assignment

8.1 Neither Party may assign its rights under this Agreement without prior written consent from the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign its rights under this Agreement to a successor in interest resulting from any merger, reorganization, consolidation or as part of a sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto.

9. Representations and Warranties

9.1 Each Party to this Agreement represents and warrants to the other that it is an entity duly organized, validly existing and in good standing under the laws of the state of its organization and has all requisite corporate power and corporate authority to enter into this Agreement and to carry out the terms and provisions hereof.

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9.2 MPL shall take reasonable steps to obtain all necessary approvals, and authorizations of all Governmental Authorities to modify and operate the Pipeline, including approval by FERC of the rate structure and any premium service, and all other approvals and authorizations necessary, in MPL's sole opinion, desirable in connection with the provision of Product transportation, in each case, in form and substance acceptable to MPL in its sole discretion.

9.3 Shipper hereby agrees (a) to take all such actions and do all such things as MPL reasonably requests in connections with its application for, and the processing of necessary approvals and authorizations of the FERC and other governmental authorities, (b) at all times to support the rate and (c) to not, directly or indirectly, take any action that is designed to or may delay review or approval of the applications to FERC or any other Governmental Authority or indicate a lack of support for the modifications of the Pipeline or the rate.

10. Termination and Amendment

10.1 This Agreement may not be terminated, except as expressly provided herein, nor may any of its provisions be amended or waived without prior written consent of both Parties hereto.

10.2 Neither failure nor delay by MPL or Shipper to exercise any right or remedy provided herein shall operate as a waiver with respect to a future exercise thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

10.3 Except as otherwise provided in Section 10.5, in the event of any breach of a term or condition of this Agreement by either Party, the other Party's remedy shall be limited to the direct damages caused thereby and in no event shall a Party be liable to the other Party for any consequential, indirect, pecuniary, punitive, or economic damages, howsoever caused.

10.4 Upon termination of this Agreement for reasons other than a default by Shipper, pursuant to any provisions of this Agreement or any other termination of this Agreement initiated by Shipper pursuant to Section 5, Shipper shall have the right to require MPL to enter into a new transportation service agreement with Shipper that (a) is consistent with the terms and objectives set forth in this Agreement and (b) has commercial terms that are, in the aggregate, equal to or more favorable to Shipper than fair market value terms as would be agreed by similarly-situated parties negotiating at arm's length provided.

10.5 Shipper acknowledges that MPL will incur certain building, expansion and improvement costs associated with its performance under this Agreement prior to the commencement of transportation service on the Pipeline. Shipper also acknowledges that MPL relied on the volume commitments received from Shipper on its Capacity Request Form in Exhibit C as part of an aggregate volume commitment received from all committed shippers during the binding open season to finalize the Project's ultimate scope, including but not limited to, pipe size, routing and destinations. If MPL is in compliance with the terms and conditions of this Agreement, and Shipper decides to terminate this Agreement after the Effective Date but prior to the commencement of transportation service on the Pipeline, Shipper shall notify MPL of its decision to terminate within one hundred and eighty (180) days of the Project's in-service date to allow MPL the opportunity to provide Shipper's unwanted capacity to other interested shippers as Unsubscribed Capacity as set forth in Section 3.8. If Shipper fails to notify MPL within one hundred and eighty (180) days of the Project's in-service date or if MPL is unsuccessful in obtaining additional volume commitments as provided for in Section 3.8 to

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fully replace Shipper's original volume commitment as submitted in its Capacity Request Form in Exhibit C, Shipper will reimburse MPL for Shipper's pro rata portion of actual and committed Construction Costs, plus, an administrative fee of ten (10) percent of said costs (such reimbursement is hereinafter referred to as the Construction Cost Reimbursement). The Parties agree that the Construction Cost Reimbursement shall be deemed liquidated damages and that such amount shall not be deemed a penalty, but rather represents a reasonable amount of liquidated damages in light of the anticipated or actual harm caused by Shipper's termination of this Agreement as stated, the difficulties of proof of loss, and the inconvenience or non- feasibility of otherwise obtaining an adequate remedy, and that the payment of such amount shall be MPL's sole and exclusive remedy for such termination by Shipper.

10.6 The Parties acknowledge and agree that this Agreement may be contingent on the Shipper executing a reasonably acceptable commodity supply agreement. Shipper must notify MPL if it is unable to execute a reasonably acceptable commodity supply agreement within one hundred and eighty (180) days of the Project in-service date. Furthermore, Shipper must make commercially reasonable efforts to enter into a commodity supply agreement within the one hundred and eighty (180) days. Provided, however, that Shipper acknowledges and agrees that Shipper remains responsible for the Construction Cost Reimbursement provided for in Section 10.5 of this Agreement if it is unable to reach and execute a commodity supply agreement within the required timeframe. 11. Conditions Precedent

Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the receipt by MPL of:

11.1 All certificates, approvals and authorizations of any Governmental Authority deemed necessary or desirable by MPL in connection with this Agreement and, in each case, in form and substance acceptable to MPL in its sole discretion.

11.2 Executed Transportation Service Agreements, in form and substance acceptable to MPL in its sole discretion, as MPL shall deem sufficient in its sole discretion to support the economic viability of the costs associated with the Project.

11.3 Executed Transportation Service Agreements, in form and substance acceptable to both MPL and Shipper.

If any terms of this Agreement are required to be modified in accordance with a decision, approval or authorization from FERC or any other governmental authority, the Parties agree to reasonably cooperate with one another in amending this Agreement to align with those decisions, approvals and authorizations from FERC or any other governmental agencies. If these conditions precedent are not satisfied for MPL after exercising commercially reasonable efforts to meet such condition precedent, MPL shall have the right to terminate this Agreement by written notice to Shipper. If this Agreement is terminated pursuant to this Section 11, MPL and Shipper shall be released from any and all obligations under this Agreement.

12. Offer

12.1 The submission of an unexecuted copy of this Agreement by MPL to Shipper shall not constitute an offer.

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12.2 Shipper acknowledges that, upon closing of the open season described in the notice of open season, MPL will undertake significant alterations and improvements and will incur significant expense in connection with the Project. In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Shipper, Shipper agrees that the submission of an executed Agreement to MPL shall constitute an offer by Shipper. Shipper further agrees that its offer shall remain irrevocable; provided, however, that if Shipper has not received an executed copy of this Agreement from MPL within sixty (60) days after the close of the Binding Open Season, Shipper may revoke its offer thereafter by written notice to MPL, and upon such revocation, this Agreement will become null and void.

13. Notices

13.1 Any notice, statement, or invoice provided for in this Agreement shall be in writing and shall be considered as having been given if hand carried, facsimiled, emailed, or if mailed by United States mail, postage prepaid, to the following address, respectively:

Shipper : Name: Marathon Petroleum Company LP Address: 539 South Main Street Findlay, OH 45840 Attention: Optimization LP Manager Fax: (419) 421-4232

MPL : Name: Craig O. Pierson Address: 539 South Main Street Findlay, OH 45840 Attention: President Fax: (419) 421-3125

or to such other address as such Party may indicate by a notice delivered in accordance with this Section 13.

14. Governing Law

This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without recourse to any principles of law governing conflicts of law, which might otherwise be applicable.

15. Severability

In the event any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, or by an empowered government agency, such findings shall not affect the remaining provisions of this Agreement, which are not found to be invalid, illegal or unenforceable, unless such construction would be unreasonable.

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16. Default

16.1 Either Party hereunder shall be in default if such Party: (a) materially breaches any provision of this Agreement and such breach is not cured within fifteen (15) Days after notice thereof (which notice shall describe such breach in reasonable detail) is received by such Party; (b) becomes insolvent, enters voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors; (c) fails to pay any undisputed sums due hereunder; or (d) fails to provide satisfactory financial assurance as provided for in Section 17.

16.2 If either Party is in default as described above, then the non-defaulting Party may: (a) terminate this Agreement upon notice to the defaulting Party; (b) withhold any payments due to the defaulting Party under this Agreement; and/or (c) pursue any other remedy at law or in equity if such breach is not remedied as provided for in Section 14.1.

17. Credit Requirements and Financial Assurances

17.1 Financial Information. Shipper shall provide to MPL, at any time: (i) upon MPL's request, information (Financial Information) that will allow MPL to assess (or reassess) and establish creditworthiness and Shipper's capacity to perform any financial obligations that could arise from the transportation of Shipper's Crude Petroleum on the Pipeline; and (ii) upon MPL's good faith determination (which shall be no less than industry standards) of non-creditworthiness, MPL may request, financial assurance in respect of transportation or other services (Financial Assurances). Financial Assurances shall be limited to a guarantee from the parent company of Shipper in a form and substance acceptable to MPL and sufficient in amount to cover 6-months of Shipper's obligations to MPL so long as the guarantor has sufficient creditworthiness as set forth in this Section; and if not, MPL may then request an irrevocable standby letter of credit in a form and from an issuer acceptable to MPL, and in an amount no greater than 6-months of tolls based on the Quarterly Volume Commitment, plus all applicable taxes.

17.2 As of the Project's in-service date, Shipper shall comply with the credit requirements and provide the financial assurances required in the Tariff so long as the Tariff is consistent with the terms of this Agreement. 17.3 Any failure of Shipper to comply with the provisions of this Section 17 will constitute an Event of Default under Section 16 of this Agreement.

18. Miscellaneous

18.1 Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under Applicable Law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

18.2 This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of any Party under this Agreement shall not be assignable by such Party without the prior written consent of the

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other Party pursuant to Section 8.1. A Party's successors and permitted assigns shall include any permitted assignee as well as the successors in interest to such permitted assignee whether by merger, liquidation (including successive mergers or liquidations) or otherwise.

18.3 No provision of this Agreement is intended to confer upon any third party any remedy, claim, liability, reimbursement or other right in excess of those existing without reference to this Agreement.

18.4 Neither Party shall, without the approval of the other Party, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that either Party shall be so obligated by Applicable Law or the rules of any regulatory body, stock exchange or quotation system.

18.5 EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY PERFORMANCE OR FAILURE TO PERFORM OF ANY OBLIGATION HEREUNDER.

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IN WITNESS WHEREOF, MPL and Shipper have caused this Agreement to be duly executed, all as of the date set forth above.

MARATHON PIPE LINE LLC By: /s/ Craig Pierson 6/11/15 Name: Craig Pierson Title: President

MARATHON PETROLEUM COMPANY LP By: MPC Investment LLC, its General Partner By: /s/ C. M. Palmer 4/13/15 Name: C. Michael Palmer Title: Sr. Vice President, Supply Distribution & Planning

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EXHIBIT A Common Carrier Pipeline, including Origins and Destinations

Pipeline System New/Existing Pipeline Pipeline Owner Cornerstone Pipeline New MPL East Sparta to Lima Pipeline New MPL East Sparta to Heath Existing (Expansion) ORPL Heath to Findlay Existing (Expansion) ORPL RIO Existing (Reversal & Expansion) MPC Two Rivers Existing MPL Wabash Existing MPL

The MPC RIO system is an existing private pipeline owned by Marathon Petroleum Company, LP (MPC). MPL may purchase the RIO system, with the intent to reverse and repurpose the system from common carrier movements.

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EXHIBIT B

Tariff Rates

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EXHIBIT C

Include copy of Shipper's submitted Capacity Request Form (CFR) indicating desired routes and destinations.

Capacity Request Forms follow this page

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Appendix 5 - Capacity Request Form (CRF) - Ratable Volume(1) Please complete one form for each product type per delivery location

Name of Shipper: Marathon Petroleum Company LP

Term/Service [Priority, (5,10, 15 Year) Non-Priority] Priority 15 Year

Product Type [Condensate, Natural Gasoline, Diluent or Butane]: Condensate

Year Desired Volume Origination Location Delivery Location Rate 1 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 2 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 3 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 4 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 5 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 6 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 7 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 8 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 9 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 10 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 11 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 12 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 13 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 14 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 15 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 (1) - Assumes shipper transports the same volume on a per day basis each month of the year Notes: Deliveries to Canton will begin in late 2016 and deliveries to other locations will begin in mid-2017 The tariff rate for the first year of movements can be found in Appendix 4 The tariff rate will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology

Marathon Pipe Line LLC & Ohio River Pipe Line LLC CONFIDENTIAL AND PROPRIETARY





Appendix 5 - Capacity Request Form (CRF) - Ratable Volume(1) Please complete one form for each product type per delivery location

Name of Shipper: Marathon Petroleum Company LP

Term/Service [Priority, (5,10, 15 Year) Non-Priority] Priority 5 Year

Product Type [Condensate, Natural Gasoline, Diluent or Butane]: Natural Gasoline

Year Desired Volume Origination Location Delivery Location Rate 1 10 MBPD Cadiz/Scio Hammond $ 6.96 2 10 MBPD Cadiz/Scio Hammond $ 6.96 3 10 MBPD Cadiz/Scio Hammond $ 6.96 4 10 MBPD Cadiz/Scio Hammond $ 6.96 5 10 MBPD Cadiz/Scio Hammond $ 6.96 6 0 MBPD Cadiz/Scio Hammond $ 6.96 7 0 MBPD Cadiz/Scio Hammond $ 6.96 8 0 MBPD Cadiz/Scio Hammond $ 6.96 9 0 MBPD Cadiz/Scio Hammond $ 6.96 10 0 MBPD Cadiz/Scio Hammond $ 6.96 11 0 MBPD Cadiz/Scio Hammond $ 6.96 12 0 MBPD Cadiz/Scio Hammond $ 6.96 13 0 MBPD Cadiz/Scio Hammond $ 6.96 14 0 MBPD Cadiz/Scio Hammond $ 6.96 15 0 MBPD Cadiz/Scio Hammond $ 6.96 (1) - Assumes shipper transports the same volume on a per day basis each month of the year Notes: Deliveries to Canton will begin in late 2016 and deliveries to other locations will begin in mid-2017 The tariff rate for the first year of movements can be found in Appendix 4 The tariff rate will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology

Marathon Pipe Line LLC & Ohio River Pipe Line LLC CONFIDENTIAL AND PROPRIETARY





Appendix 5 - Capacity Request Form (CRF) - Non-Ratable Volume(2) Please complete one form for each product type per delivery location

Name of Shipper: Marathon Petroleum Company LP

Term/Service [Priority, (5,10, 15 Year) Non-Priority] Priority 5 Year

Product Type [Condensate, Natural Gasoline, Diluent or Butane]: Normal Butane

(2) - Assumes shipper transports a different volume on a per day basis each month of the year Notes: Deliveries to Canton will begin in late 2016 and deliveries to other locations will begin in mid-2017 The tariff rate for the first year of movements can be found in Appendix 4 The tariff rate will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology

Marathon Pipe Line LLC & Ohio River Pipe Line LLC CONFIDENTIAL AND PROPRIETARY





Appendix 5 - Capacity Request Form (CRF) - Non-Ratable Volume(2) Please complete one form for each product type per delivery location

Name of Shipper: Marathon Petroleum Company LP

Term/Service [Priority, (5,10, 15 Year) Non-Priority] Priority 5 Year

Product Type [Condensate, Natural Gasoline, Diluent or Butane]: Normal Butane

(2) - Assumes shipper transports a different volume on a per day basis each month of the year

Notes: Deliveries to Canton will begin in late 2016 and deliveries to other locations will begin in mid-2017 The tariff rate for the first year of movements can be found in Appendix 4 The tariff rate will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology

Marathon Pipe Line LLC & Ohio River Pipe Line LLC CONFIDENTIAL AND PROPRIETARY





Appendix 5 - Capacity Request Form (CRF) - Non-Ratable Volume(2) Please complete one form for each product type per delivery location

Name of Shipper: Marathon Petroleum Company LP

Term/Service [Priority, (5,10, 15 Year) Non-Priority] Priority 5 Year

Product Type [Condensate, Natural Gasoline, Diluent or Butane]: Normal Butane

(2) - Assumes shipper transports a different volume on a per day basis each month of the year Notes: Deliveries to Canton will begin in late 2016 and deliveries to other locations will begin in mid-2017 The tariff rate for the first year of movements can be found in Appendix 4 The tariff rate will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology

Marathon Pipe Line LLC & Ohio River Pipe Line LLC CONFIDENTIAL AND PROPRIETARY 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
Example Output: The Parties agree that the Construction Cost Reimbursement shall be deemed liquidated damages and that such amount shall not be deemed a penalty, but rather represents a reasonable amount of liquidated damages in light of the anticipated or actual harm caused by Shipper's termination of this Agreement as stated, the difficulties of proof of loss, and the inconvenience or non- feasibility of otherwise obtaining an adequate remedy, and that the payment of such amount shall be MPL's sole and exclusive remedy for such termination by Shipper.

Example Input: 1 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                                                 Exhibit 10.2

              E-CENTIVES - EXCITE@HOME CO-BRANDING AGREEMENT

This agreement (Agreement) is entered into as of the 16th day of February, 2000 (Effective Date), by and between the At Home Corporation (Excite@Home or Excite), located at 450 Broadway, Redwood City, California 94063, and e-centives, Inc., (Application Provider or e-centives), a Delaware corporation, located at 6903 Rockledge Drive, Suite 1200, Bethesda, MD 20817.

                                 RECITALS

A.   Excite@Home provides the @Home Service, maintains sites on the Internet,      including http://www.excite.com, and owns and/or manages or labels related      Web sites worldwide (collectively, the Excite Network) which, among other      things, allow its users to search for and access content and other sites on      the Internet.

B.   Excite@Home also maintains and/or manages certain Web pages which may be      delivered to users worldwide via email, desktop channels or Internet      push technologies (collectively, Broadcast Pages) and which may      incorporate content supplied to Excite@Home by third parties for the      purpose of providing value to Excite@Home users and providing access to the      content, products and/or services of such third parties.

C.   Application Provider owns or has the right to distribute certain content      consisting principally of coupons and offers for products and services, and      maintains a related site on the Internet at http://www.ecentives.com (the      Application Provider Site).

D.   Excite@Home and Application Provider wish to distribute Application      Provider's content through the Excite Network and/or Broadcast Pages,      establish and maintain related co-branded pages on the Application Provider      Site, establish links between the Excite Network and the co-branded pages      on the Application Provider Site, and promote the Application Provider on      the Excite Network.

Therefore, the parties agree as follows:

1.   DEFINITIONS

  a)   Co-Branded Application shall mean an Internet application designed,           hosted, and managed by Application Provider whose purpose is to allow           for the customer-specific selection, provision, and dissemination of           offers (both targeted and untargeted, as hereinafter defined in           EXHIBIT A) and coupons for products and services offered by           Application Provider's merchant partners.

  b)   Excite Content shall mean all content, information and functionality           provided by Excite to e-centives, including but not limited to, links           to

                                    1

2 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       Community Products, Excite controlled advertising and Excite sourced           offers, as further defined herein.

  c)   e-centives Content shall mean all content, information and           functionality provided by e-centives through the Co-Branded           Application, including but not limited to, e-centives controlled           advertising and e-centives sourced offers, as further defined herein.

  d)   User(s) shall mean an end-user customer of the Excite@Home Network           of web-sites and services.

  e)   Excite@Home Member(s) shall mean a User who has registered as a           member of the Excite@Home Network, regardless of that User's stated           preference regarding allowing their registration information to be           shared with third parties.

  f)   Program Member(s) shall mean an Excite@Home Member who has:

Source: INVENDA CORP, S-1/A, 8/28/2000





       i)   Been provided access to the Co-Branded Application, and

       ii)  Has opted-in to allow all his or her registration information to                be shared with Application Provider and/or unspecified third                parties.

       iii) Each Program Member shall be further classified into one of two                mutually exclusive categories, General Program Member or                Qualified Program Member, as defined below:

            (1)  General Program Member(s) shall mean a Program Member who                     has not provided Shopping Category Data about him or                     herself, as defined below, and whose URS Data has been                     provided to e-centives no later than 5 days after the                     original date the User became an Excite@Home Member.

            (2)  Qualified Program Member(s) shall mean a Program Member                     who has provided Shopping Category Data about him or                     herself, as defined below.

  g)   User Data shall mean all information regarding an individual Program           Member, as further broken into these distinct categories:

       i)   URS User Data shall mean those data elements that are captured                in the Excite@Home primary registration system via the                Excite@Home Member registration form that is most commonly                provided to new Excite@Home Members. URS User Data shall at a                minimum include user-supplied ZIP Code, gender, date of birth,                deliverable email address, and original Excite@Home registration                date.

                                    2    3 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       ii)  Superset Data shall mean those data elements, independent of                any specific purchase transaction, which are requested from all                Qualified Program Members, irrespective of whether or not this                information shall be collected in the Co-Branded Application.                Solely for purposes of illustration, such data might or might not                include categorical data elements such as Marital Status,                Income, and Presence of Children in the Household.

       iii) Shopping Category Data shall mean the list of specific shopping                categories that a Qualified Program Member has indicated interest                in. Shopping Category Data shall be binary in nature (e.g. Yes/No                selections) and shall be mutually agreed upon. Solely for                purposes of illustration, such data might or might not include                categories such as Automobiles, Electronics, or Clothing.

       iv)  Transactional Data shall mean data elements descriptive of a                specific purchase or purchase intent event which is enabled by                the Co-Branded Application, such as purchase amount, payment                method, items purchased, items selected but ultimately not                purchased, etc.

  h)   Payment-Eligible User Data shall mean URS User Data from both           General Program Members and Qualified Program Members, and Shopping           Category Data and, where available, Superset Data, from Qualified           Program Members:

       i)   Whose Excite@Home registration data is sent to e-centives for                account creation,

       ii)  Who do not have an existing account with e-centives (as                determined by email address) as of the Effective Date, and

       iii) Who, in the case of Qualified Program Members, have provided                shopping interest category, which data the Co-Branded Application                shall use to allow or restrict access to Targeted Offers, and                Co-Branded Application email opt-in selection during either (a)                Excite@Home Member registration or Excite@Home login or (b) offer                detail presentment by e-centives, or (c) other registration                process by e-centives.

2.   CO-BRANDED APPLICATION

  a)   Application Provider will, at its sole expense, develop, host and           maintain the Co-Branded Application for Excite@Home. The primary           function of the Co-Branded Application will be to present Users with           coupons or other offers (both targeted and untargeted, as hereinafter           defined in EXHIBIT A) for products and services provided by

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       Application Provider's merchant partners with the intent of converting           said Users into Program

                                    3    4 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

     Members. The Co-Branded Application will include offers and other         content and functionality (Excite Content and e-centives Content,         collectively Application Content) as further described in EXHIBIT B.

  b) Application Provider will design and create web pages containing the         Application Content (Application Pages). The Application Pages will be         presented in accordance with guidelines that Excite@Home will provide         Application Provider, which include, but are not limited to, page         performance standards and header and other design/user interface         standards. The Application Pages will prominently feature Excite@Home         branding and will be presented in a look and feel consistent with the         look and feel of the Excite Network. Excite@Home will have final         approval over all Application Pages. The Application Pages shall be         developed in accordance, in all material respects, with the requirements         established by EXHIBIT B.

  c) Application Provider will develop its category/directory structures to         be similar to those found on the Excite@Home Network and in accordance         with the requirements established by EXHIBIT B, SECTION 4.

  d) Application Provider will host the Co-Branded Application on its         Internet servers, but will serve the Co-Branded Application from an         excite.com masked domain name (or such other domain as Excite@Home may         elect at its sole option) so that Excite@Home can receive the reach and         page view credit. Application Provider will have sole responsibility for         providing and maintaining, at its expense, the Application Provider         Site, the Co-Branded Application, the Application Content (excluding the         provision of Excite Content), and any updates thereto.

  e) Each Co-Branded Page will include one or more links to the Excite         Network, as set forth in Section 3(d)  [INTEGRATION WITH EXCITE@HOME SERVICES]. Excite@Home will supply         Application Provider with the URLs for these links.

  f) Other than updates to the Application Content and to advertising         displayed on the Application Pages, Application Provider will not change         the Co-Branded Application without Excite@Home's prior consent, which         consent will not be unreasonably withheld. Excite@Home will respond to         change requests within seven (7) days of receipt, and any failure to so         respond shall be deemed an approval.

  g) Excite@Home may, upon fifteen (15) days prior notice to Application         Provider, request reasonable revisions to the Co-Branded Application as         needed to reflect changes that will not adversely affect Application         Provider, such as changes to Excite@Home's name and/or brand or changes         to the URLs for the links to the Excite Network. Application Provider         will use reasonable efforts to accommodate Excite@Home's requested         changes within the fifteen (15) day period.

5 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  h)   Excite@Home will have editorial control over all email or other           similar communication with Excite@Home Members. Correspondence solely           regarding the Co-Branded Application will only be presented to Program           Members; communication with all other Excite@Home Members will be tied           to regular Excite@Home email schedules, which may or may not be           integrated with other email content at Excite@Home's sole option.           Correspondence specific to the Co-Branded Application may be mailed on           a schedule independent of other Excite@Home member mailings for those           Qualified Program Members that specify a frequency of contact. Until           an individual General Program Member specifies a frequency of email           contact, he or she will by default receive email pursuant to the           Co-branded Application's every-other-week email option setting. Any           mailings to such General Program Members who have not specified a           frequency of email contact will be mailed on a schedule that           coordinates contact with other Excite@Home newsletter and promotional           contacts, but at least with the frequency of every-other-week.           Communications with Excite@Home Members shall further be subject to           the requirements of EXHIBIT D.

3.   INTEGRATION WITH EXCITE@HOME SERVICES

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  a)   Application Provider will integrate the Co-Branded Application with           Excite@Home's Universal Registration System (URS) according to           Excite@Home's technical and operational specifications. Each party           will incur their own costs related to the integration.

  b)   Information collected through the Co-Branded Application will include,           but not be limited to,

       i)   URS User Data, whose categories may be modified from time to time                at Excite@Home's sole option;

       ii)  Superset Data, whose categories shall be determined by mutual                agreement but subject to Excite@Home's final approval;

       iii) Shopping Category Data, whose contents shall be determined by                mutual agreement but subject to Excite@Home's final approval.

  c)   All Information collected under this Agreement will be transmitted           between the parties in a manner to be mutually agreed upon.

  d)   The Co-Branded Application will include content with links that direct           Users to other Excite@Home content, including but not limited to           community products, which include message boards, chat, clubs, home           pages, instant messaging, calendar, address book, email, photos and           any other community products which Excite@Home may develop during the           term of this Agreement (Community Products). The number of links to           other Excite@Home content shall be consistent with the general           quantity of links implemented on comparable portions of the Excite           Network.    6 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

     Application Provider will not feature non-Excite@Home Community Products         on the Co-Branded Application without the written permission of         Excite@Home.

  e) Application Provider will publish to Excite@Home subsets of its content         in a mutually-agreed XML or pre-defined text format (e.g. URL's         captions, brief two-sentence descriptions, news headlines, pointers into         longer descriptions, and abstracts) in order for Excite@Home to         integrate, at its option, portions of the content into its search         results, directory results and other areas of Excite@Home in order to         drive traffic to the Co-Branded Application, as deemed appropriate by         Excite@Home in its sole discretion. Neither party will export to the         other party any licensed third-party data for which the providing party         does not have redistribution rights.

  f) Application Provider will provide and regularly update database mappings         necessary to maximize search and directory integration for the         Co-Branded Application into Excite@Home's services.

  g) Application Provider will provide Excite@Home with a regularly updated         data feed of product information for integration into Excite@Home's         commerce services. The data feed will be provided according to         Excite@Home's then-applicable standard product data import         specifications, which specifications shall be substantially similar to         those required by similar service providers in the industry.

  h) Excite@Home will provide Application Provider with a regularly updated         data feed of product information for integration into the Co-Branded         Application. The data feed will be provided according to Excite@Home's         standard product data export specifications, which specifications shall         be substantially similar to those required by similar service providers         in the industry.

  i) Excite@Home shall not offer any Excite-branded or Excite-co-branded         service during the Term of this Agreement that is substantially similar         in functionally to the Co-Branded Application.

4.   ADVERTISING ON THE CO-BRANDED APPLICATION

  a) Excite@Home will have the right to sell and serve Excite banner,         sponsorship, and text link advertising on the Co-Branded Application, as         limited by the terms of this Section. Excite@Home will have the right to         sell and serve such advertising on all pages within the Co-Branded         Application. Revenues from such advertising shall accrue wholly to         Excite@Home. Application Provider will enable the ad-serving and         accommodate Excite@Home's technical requirements, which shall be

                                    6    7 *****Confidential Treatment has been requested for portions of this agreement.

Source: INVENDA CORP, S-1/A, 8/28/2000





The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  consistent with those of Excite's other partners and the standards      generally used in the industry, at its own expense.

b)   Banner advertising shall be limited to one standard-size banner below      the Co-Branded Application's content area, as described in Section 2.

c)   Sponsorship modules will be present on the Co-Branded Application in a      quantity consistent with the overall quantity within other shopping      content areas of Excite. Each party shall have the right to sell and      serve advertisements on 50% of the sponsorship tiles within the Co-Branded      Application. As of the Effective Date of this Agreement, pages within      Excite@Home's shopping service contain four sponsorship tiles arranged      vertically on the right hand side of each page, though over time this may      change at Excite@Home's sole option, but such changes shall not conflict      with Application Provider's contractual obligations. Within this      framework, Application Provider will have access to the first and third      tiles from the top; Excite@Home will have access to the second and fourth      tiles. Should additional tiles be added during the term of this Agreement,      the first incremental tile shall be allocated to Application Provider, the      following to Excite@Home, and so forth. Revenue generated by the parties      from such activities shall not be shared but rather shall be retained by      the respective party to whom the Sponsorship tile(s) are allocated.

d)   Excite@Home will not serve advertising on the Co-Branded Application for      any Application Provider Named Competitor, as specified in EXHIBIT E.      Application Provider may designate no more than 10 companies as Named      Competitors. Not more than once per quarter, Application Provider may      update the list of Application Provider Named Competitors, but may not add      to the list any company with which Excite@Home has a material existing      relationship as of the Effective Date of this Agreement. Within three      business days of receiving Application Provider's written update,      Excite@Home will remove any advertising from Application Provider's listed      competitors displayed on the Co-Branded Pages.

e)   Application Provider will not serve advertising on the Co-Branded      Application for any Excite@Home Named Competitor, as specified in      EXHIBIT E. Excite@Home may designate no more than 10 companies as Named      Competitors. Not more than once per quarter, Excite@Home may update the      list of Excite@Home Named Competitors, but may not add to the list any      company with which e-centives has a material existing relationship as of      the Effective Date of this Agreement. Within three business days of      receiving Excite@Home's written update, Application Provider will remove      any advertising from Excite@Home's listed competitors displayed on the      Co-Branded Pages.

                                    7    8 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  f)   Application Provider will not serve advertising on the Co-Branded           Application that (i) violates any law, rule, or regulation, (ii)           relates to pornography, gaming, tobacco, or alcohol, (iii) is the           subject of a claim to trademark, trade name, service mark, or other           proprietary rights, or Excite@Home may request removal of any such           advertising from the Co-Branded Application, and Application Provider           shall remove any such advertising within twenty-four (24) hours of           receipt of any such written request.

5.   PROMOTION OF THE CO-BRANDED APPLICATION

  a)   Excite@Home will provide promotion for the Co-Branded Application as           described in EXHIBIT F. Excite@Home may provide additional links to,           or other promotion for, the Co-Branded Application from elsewhere on           or off the Excite Network at its sole discretion.

6.   USER DATA OWNERSHIP

  a)   Ownership

       i)   The operation of the Co-Branded Application will permit the                collection of Payment-Eligible User Data.

       ii)  Payment-Eligible URS User Data, Superset Data, and Shopping                Category Data collected through the operation of the Co-Branded                Application will be jointly owned by the parties. The parties'                respective ownership shall be subject to the restrictions set                forth in this Agreement.

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       iii) Transactional Data, when available, shall be jointly owned by                the parties, except in those cases where Application Provider's                contractual agreement(s) with its merchant partner(s) prevent                the sharing of said Transactional Data with third parties. In                all cases Application Provider shall use commercially reasonable                efforts to ensure that Transactional Data may be shared with and                co-owned by Excite@Home. The parties' respective ownership                rights shall be subject to the restrictions set forth in this                Agreement.

  b)   Restrictions

       i)   During the Term of this Agreement, Application Provider shall                own Payment-Eligible User Data solely for the purpose of                providing the services of the Co-Branded Application.                Application Provider may not use Payment-Eligible User Data to                solicit User traffic to www.e-centives.com or any other                co-branded version of www.e-centives.com with the intent of                driving such Users away from using the Co-Branded Application.                Notwithstanding the foregoing, solely for the period from the                Effective Date of this

                                    8    9 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

         Agreement to the Launch Date for the Co-Branded Application, as             hereinafter defined, Application Provider may use Payment Eligible             User Data to solicit User traffic to the co-branded area currently             in place at http://coupons.excite.com pursuant to the Sponsorship             Agreement effective March 5, 1999 in force between the parties.

   ii)   Application Provider may not sell, disclose, transfer, rent, or             license Payment-Eligible User Data in a form identifiable to any             particular user to any third party. Notwithstanding the foregoing,             Application Provider may disclose User Data if it is aggregated in a             non-associatable way with data from multiple online properties or in             an anonymous format on a per user basis.

   iii)  In no event may either party sell, disclose, transfer, rent, or             license Payment-Eligible User Data to the other party's Named             Competitors as listed in EXHIBIT E. Furthermore, Excite@Home may not             sell, disclose, transfer, rent, or license Shopping Category Data or             Superset Data to Data Restricted Named Companies as specified in             EXHIBIT I. Not more than once per quarter, Application Provider may             update the list of Application Provider Data Restricted Named             Companies shown in EXHIBIT I, so long as such list shall not exceed             twenty-five (25) companies.

   iv)   Excite@Home may not sell, disclose, transfer, rent or license any             Transactional Data regardless of Program Member preferences.

   v)    The collection, storage, and usage of all classes of             Payment-Eligible User Data shall comply with Excite@Home's             then-current security and privacy guidelines.

   vi)   Application Provider will not solicit any Excite@Home Member on             behalf of any Excite@Home Named Competitor during the Term of this             Agreement or thereafter. The list of Excite@Home Named Competitors             is defined in EXHIBIT E.

c)    Effect of Termination or Expiration

   i)    In the event that the Agreement is terminated pursuant to Section             16.a.v due to e-centives' acquisition by an Excite@Home Named             Competitor, or by an entity controlling or controlled by an             Excite@Home Named Competitor, e-centives shall transfer all of its             right, title and interest in and to the Payment-Eligible User Data             to Excite. Notwithstanding the foregoing, Payment-Eligible User Data             that relates to users who have opted out in accordance with Section             5(a) of EXHIBIT D shall continue to be jointly owned by the parties.

                                    9    10 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       ii)  In the event that the Agreement expires or is terminated for any

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            reason other than termination pursuant to Section 16.a.v, the                parties shall continue to jointly own Payment-Eligible User Data                in accordance with Section 6.a. The restrictions of Section 6.b                shall continue to apply, with the exception of subsections 6.b.i                and 6.b.v.

7.   PAYMENTS AND DELIVERY OF USER DATA

  a)   Payments and delivery for General Program Member User Data records:

       i)   Excite@Home will supply to Application Provider a minimum of                ***** Payment-Eligible User Data records for General Program                Members containing all available information set forth in Section                1(h)  [DEFINITIONS] in each quarter during the Term of this Agreement, beginning                with the quarter in which the Launch Date (as hereinafter                defined) falls, for a minimum of ***** of these General                Program Member User Data records during the Term of this                Agreement.

       ii)  Excite@Home shall provide in excess of ***** such General                Program Member User Data records, to the extent such records are                available.

       iii) The General Program Member User Data records supplied by                Excite@Home to Application Provider shall consist solely of URS                User Data.

       iv)  e-centives will pay for these General Program Member User Data                records to Excite@Home at a rate of $***** per unique User Data                record. This rate will apply only to the first ***** records.                e-centives will pay Excite@Home $***** in payments for these                General Program Member User Data records over the Term of                this Agreement, in accordance with the schedule set out in                Section 7.d. In the event that more than ***** such General                Program Member User Data records are supplied, payments for such                additional records shall be governed by Section 7.e.

       v)   The failure of Excite@Home to deliver at least ***** of these                General Program Member User Data records shall not be deemed a                breach of this Agreement. To the extent that Excite@Home fails to                deliver at least ***** General Program Member User Data                records, however, e-centives' total payment obligations under                Section 7.a.iv shall be correspondingly reduced at the rate of                $***** per record for any shortfall. In no event will any failure                to deliver at least ***** General Program Member User Data                records constitute cause to extend the Term of this Agreement.

                                    10    11 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

b)   Payments and delivery for Qualified Program Member User Data records:

  i)   Excite@Home will supply to e-centives a minimum of *****           Payment-Eligible User Data records for Qualified Program Members           containing all available information set forth in Section 1(h)  [DEFINITIONS] in each           quarter during the Term of this Agreement, beginning with the quarter           in which the Launch Date (as hereinafter defined) falls, for a minimum           of ***** of these Qualified Program Member User Data records           during the Term of this Agreement.

  ii)  Excite@Home shall provide in excess of ***** such Qualified           Program Member User Data records, to the extent such records are           available.

  iii) The Qualified Program Member User Data records supplied by Excite@Home           to e-centives shall consist of URS User Data and Shopping Category           Data and, if available, Superset Data.

  iv)  e-centives will pay for these Qualified Program Member User Data           records to Excite@Home at a rate of $***** per unique User Data           record. This rate will apply only to the first ***** records.           e-centives will pay Excite@Home $***** in payments for these           Qualified Program Member User Data records over the Term of this           Agreement, in accordance with the schedule set out in Section 7.d.           In the event that more than ***** Qualified Program Member User           Data records are supplied, payments for such additional records shall           be governed by Section 7.e.

  v)   The failure of Excite@Home to deliver at least ***** such           Qualified Program Member User Data records shall not be deemed a           breach of this Agreement. To the extent that Excite@Home fails to

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       deliver at least ***** Qualified Program Member User Data records,           however, e-centives' total payment obligations under Section 7.b.iv           shall be correspondingly reduced at the rate of $***** per record for           any shortfall. In no event will any failure to deliver at least *****           Qualified Program Member User Data records constitute cause to           extend the Term of this Agreement.

c)   Conversion of General Program Members to Qualified Program Members

  i)   It is anticipated that a substantial number of Program Members who           started as General Program Members will subsequently become Qualified           Program Members. Both parties stipulate that it is in their interests           for this to occur.

  ii)  If Excite@Home supplies e-centives with a Qualified Program Member           User Data record for a Program Member for whom it has

                                    11

12 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       previously submitted a General Program Member User Data record, the           record shall be accounted for as follows:

       (1)  If the Qualified Program Member User Data record is supplied in                the same quarter in which the General Program Member User Data                record was originally supplied to e-centives, the Program Member                record shall be treated as always having been a Qualified Program                Member record for purposes of both volume and payments.

       (2)  If the Qualified Program Member User Data record is supplied in a                quarter different from the one in which the General Program                Member User Data record was originally supplied to e-centives,                the Program Member record shall be treated as a Qualified Program                Member record for purposes of both volume and payments, but a                credit shall be applied against the General Program Member volume                and payment guarantees.

       (3)  Payments shall be based upon the total number of records                delivered for each Program Member category. For payment purposes,                Excite@Home shall be obligated to track only total records per                category and shall not be obligated to track individual records.

d)   Payment Schedule

  i)   Within ten (10) days of the Effective Date of this Agreement,           e-centives shall make a non-refundable payment to Excite@Home of           $***** as pre-payment for Payment-Eligible User Data records:

       (1)  e-centives will pay Excite@Home $***** in pre-payments for                ***** General Program Member User Data records.

       (2)  e-centives will pay Excite@Home $***** in pre-payments for                ***** Qualified Program Member User Data records.

  ii)  During the Term of this Agreement, on the first day of each quarter           following the quarter in which the Launch Date falls, e-centives shall           make additional non-refundable payments for the Payment-Eligible User           Data records. In the event that the Launch Date is delayed beyond           March 31, 2000, the April 1, 2000, payment pursuant to this subsection           shall be postponed and shall instead be made within (10) days of the           Launch Date. Payments under this subsection shall be calculated as           follows:

                                    12

13 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

            (1)  General Program Member User Data: $*****, plus $*****                     times the total number of records previously delivered, less                     all amounts previously paid on account of General Program                     Member User Data.

            (2)  Qualified Program Member User Data: $*****, plus $*****

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                 times the total number of records previously delivered, less                     all amounts previously paid on account of General Program                     Member User Data.

       iii) The amounts paid pursuant to subsection 7.d.ii shall be further                subject to the following cap: at no point shall e-centives' total                payments exceed an average of $***** per quarter. In the                event that the payment amount dictated by the formulas in                subsections 7.d.ii.(1) and (2) would raise e-centives' total                payments to an average in excess of $***** per quarter,                e-centives shall instead pay only that amount necessary to                maintain an average quarterly payment of $*****.

       iv)  A sample hypothetical payment schedule showing the effect of this                provision is included solely for purposes of illustration in                EXHIBIT G.

  e)   In the event that Excite@Home delivers more than *****           Payment-Eligible General Program Member User Data records and/or more           than ***** Payment-Eligible Qualified Program Member User Data           records during the Term of the Agreement, e-centives will pay           Excite@Home, on a quarterly basis, *****% of net revenue (gross           revenue less direct third party commissions) generated from the           delivery of offers to any such excess Program Members. This provision           shall apply to net revenue generated during the year following the           end of the calendar quarter in which the names were supplied,           irrespective of the Term of this Agreement.

8.   USER DATA DELIVERY PERFORMANCE MEETINGS

  The parties will meet on a quarterly basis to review Program Member User      Data record delivery goals and performance and adjust marketing plans and      member signup goals as mutually agreed.

9.   EXCITE@HOME PURCHASES FROM E-CENTIVES

  a)   Excite@Home will purchase in bulk a minimum of $3.75 million in           e-centive packages from e-centives at the rate of $***** per e-centive           delivered for the purpose of resale to Excite@Home's advertisers and           partners. Within 5 days of Launch Date Excite@Home will pay e-centives           a non-refundable minimum of $***** and will continue to pay a           minimum of $***** each quarter, payable at the beginning of the           quarter, during the Term of this Agreement for such packages. Unless

                                    13

14 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       sold by Excite within 6 months of purchase, such purchased e-centives           packages shall expire and no longer be available for resale by           Excite@Home. Any purchases beyond the minimum shall be at           Excite@Home's sole discretion. Such e-centive packages shall be           governed by e-centives' standard terms and conditions. To the extent           that Excite@Home elects in its sole discretion to purchase in excess           of $***** in e-centive packages during any quarter, any such excess           purchases shall constitute a credit which Excite@Home may apply           against its minimum purchase obligations in any subsequent quarter(s).

  b)   Excite@Home will determine, at its sole discretion, the size and           nature of each e-centive package bought under these terms.           Excite@Home shall not be limited to a standard package size.

  c)   Excite@Home will pay e-centives *****% of net revenue (gross revenue           less $***** purchase price and cost of sales not to exceed *****% of           gross revenues) generated from sales of the e-centives packages.

  d)   e-centives may not extend exclusive offers developed for Excite@Home           by its advertisers to non-Excite@Home users of the e-centives service           for a period of 30 days following the day on which the offer is first           made available through Excite@Home.

10.  USAGE REPORTS

  a)   Application Provider will provide usage reports to Excite@Home on a           weekly basis in a mutually agreed upon format. At a minimum, usage           reports will include:

       i)    Transactional Data on all Excite@Home Members who transact                 through the Co-Branded Application (where available and as                 limited by Section 6.a.iii);

Source: INVENDA CORP, S-1/A, 8/28/2000





       ii)   Individual Program Member data, including such information as                 user preferences, usage, and response rates;

       iii)  Daily page views by category; and

       iv)   Aggregate information on response rates.

  b)   The usage reports will be co-owned by the parties.

11.  TRADEMARK OWNERSHIP AND LICENSE

  a)   Application Provider will retain all right, title and interest in and           to its trademarks, service marks and trade names worldwide, subject           to the limited license granted to Excite@Home in Section 11(c)  [TRADEMARK OWNERSHIP AND LICENSE] below.

                                    14    15 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  b)   Excite@Home will retain all right, title and interest in and to its           trademarks, service marks and trade names worldwide, subject to the           limited license granted to Application Provider in Section 11(c)  [TRADEMARK OWNERSHIP AND LICENSE]           below.

  c)   Each party hereby grants to the other a non-exclusive, limited license           to use its trademarks, service marks or trade names only as           specifically described in this Agreement. All such use shall be in           accordance with each party's reasonable policies regarding advertising           and trademark usage as established from time to time.

  d)   Upon the expiration or termination of this Agreement, each party will           cease using the trademarks, service marks and/or trade names of the           other except:

       i)   As the parties may agree in writing; or

       ii)  To the extent permitted by applicable law.

12   CONTENT OWNERSHIP AND LICENSE

  a)   Application Provider will retain all right, title and interest in and           to the e-centives Content worldwide (including, but not limited to,           ownership of all copyrights and other intellectual property rights           therein). Subject to the terms and conditions of this Agreement,           Application Provider hereby grants to Excite@Home a royalty-free,           non-exclusive, worldwide license to use, reproduce, distribute,           transmit and publicly display the e-centives Content in accordance           with this Agreement and to sub-license the Application Content to           Excite@Home's wholly-owned subsidiaries or to joint ventures in which           Excite@Home participates for the sole purpose of using, reproducing,           distributing, transmitting and publicly displaying the e-centives           Content in accordance with this Agreement, provided that no such           sublicensing shall be to Application Provider Named Competitors.

  b)   Excite@Home will retain all right, title, and interest in and to the           Excite Network worldwide (including, but not limited to, ownership of           all copyrights, look and feel and other intellectual property rights           therein).

13.  MAINTENANCE, CUSTOMER SUPPORT AND PERFORMANCE OBLIGATIONS

  a)   Application Provider shall be responsible for providing all           maintenance and technical support for all Co-Branded Application users           as set forth in EXHIBIT H.

  b)   Application Provider shall be responsible for meeting the performance           and uptime guarantees for the Co-Branded Application as set forth in           EXHIBIT H.

                                    15    16 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has

Source: INVENDA CORP, S-1/A, 8/28/2000





been filed separately with the Securities and Exchange Commission.

14.  PUBLICITY

  It is the intention of both parties to publicly disclose the nature (but      not the terms) of the relationship following the completion of the      Agreement and other related documents. It is the intention of both parties      to support public releases, whereby an authorized senior executive of both      companies is quoted within the release. Both parties will provide      reasonable and timely support of such releases. Neither party shall make      any publication or issue any press release concerning this document or the      arrangements contemplated without the other party's written approval prior      to release. Notwithstanding the foregoing, Excite@Home agrees to allow      reference to its name and disclosure of the terms of the relationship      between the parties to potential investors and relevant regulatory      authorities for purposes of funding activities by e-centives, which may      include an initial public offering.

15.  TERM

  The term of this Agreement will begin on the Effective Date and will end      three (3) years from the date the Co-Branded Application becomes      accessible to Excite@Home Members (Launch Date).

16.  TERMINATION

  a)   Basis for Termination:

       i)   Either party  may terminate if the other party breaches the                Agreement and the breach remains uncured for thirty (30) days                following receipt of written notice of intention to terminate                from the other party.

       ii)  Excite@Home may terminate the Agreement with thirty (30) days                written notice if Application Provider does not meet the content                and launch guidelines described in EXHIBIT B.

       iii) Excite@Home may terminate the Agreement if the Co-Branded                Application is not at least comparable to any other source of                Application Content on the Internet in accordance with the                following provisions:

            (1)  At any time during the Term of this Agreement, Excite@Home                     may determine, in its reasonable judgment, that the                     Co-Branded Application is not at least comparable to other                     sources of Application Content generally available on the                     Internet in terms of the following factors:

                 (i)  Breadth and depth of content;

                 (ii) Tools and functionality;

                                    16    17 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       (iii) Personalization; and

       (iv)  User interface and ease of use.

  (2)  If Excite@Home determines that the Co-Branded Application is not at           least comparable to other sources of Application Content generally           available on the Internet in terms of at least two of the four factors           in Section 16.a.iii.1, Excite@Home may notify Application Provider in           writing of said deficiency, which shall initiate a 28-day Cure           Period. If at the end of the Cure Period Excite@Home, in its           reasonable judgment, determines that the deficiency still exists, then           Excite@Home may terminate the Agreement without further delay.

iv)  Either party may terminate the Agreement without penalty upon thirty (30)      days' written notice if regulations or applicable laws applied at the US      federal level regarding privacy or User Data purchase and/or usage impede      or prohibit said party from performing its services as contemplated by this      Agreement or thereafter.

v)   In the event that a majority of Application Provider's assets are merged,      acquired or sold to an Excite@Home Named Competitor, or to an entity      controlling or controlled by an Excite@Home Named Competitor, then      Excite@Home may terminate this Agreement by providing thirty (30) days      written notice. This option to terminate this Agreement may only be      exercised by providing written notice within ninety (90) days of      Excite@Home's receiving notice of such transaction. Application Provider

Source: INVENDA CORP, S-1/A, 8/28/2000





  shall provide such notice at least twenty-four (24) hours before the public      announcement of any such transaction.

vi)  The parties acknowledge that, due to the continually evolving nature of the      Internet, substantive changes to the product plan and integration      contemplated in the Agreement will likely be necessary during the Term.      From time to time, Excite@Home may require that Application Provider      provide extensions, incremental services and/or integration of the      Co-Branded Application (collectively, Modifications). In the event that      Application Provider is unable and/or unwilling to deliver such additions,      or in the event that the parties disagree on the direction of the      Co-Branded Application or its integration, Excite@Home may terminate the      Agreement with no penalty by providing ninety (90) days written notice.      Notwithstanding the foregoing, Excite shall not be entitled to terminate      this Agreement in the event that the requested

                                    17

18 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       Modifications exceed or are outside the scope of technology and/or           service levels generally available on the Internet.

b)   Effects of Termination

  i)   Each Party will promptly return all Confidential Information of the           other party.

  ii)  Each Party will pay all earned and undisputed outstanding amounts owed           to the other Party under this Agreement within thirty (30) days after           the effective date of such termination. Notwithstanding the foregoing,           all payments for User Data records shall be due and accrue in           accordance with terms of this Agreement.

  iii) For a period of up to sixty (60) days, Application Provider will           provide consulting services to Excite@Home, as Excite@Home may           reasonably request and for reasonable fees to be paid to Application           Provider, such fees to be agreed upon in writing by the Parties, to           assist Excite@Home in providing a seamless transition to Program           Members. Application Provider will have no obligation to provide such           services to Excite@Home to the extent that Application Provider's           personnel and resources are unavailable in the amounts requested by           Excite@Home or if the Parties are unable in good faith to agree on the           reasonable fees to be paid to Application Provider for such services.           Application Provider will not be required, in the course of providing           such consulting services to Excite@Home, to disclose or transfer to           Excite@Home any proprietary information, software, or Intellectual           Property of Application Provider or any of its merchant partners.

  iv)  To further ensure a seamless transition for Program Members, in the           event of a termination based upon a material breach by e-centives or           an acquisition pursuant to Section 16.a.v. only, Application Provider           shall continue to host and maintain the Co-Branded Application for a           period of one hundred twenty (120) days following either receipt or           issuance of notice of intention to terminate this Agreement. Such           hosting and maintenance of the Co-Branded Application shall be           provided by Application Provider at such reasonable rates as are           mutually agreed upon by the parties.

  v)   The provisions of this Section (Termination), Section 17           (Post-Termination Communications), Section 18 (Confidentiality),           Section 19 (Warranties and Indemnities), Section 20 (Limitation of           Liability), and Section 21 (Dispute Resolution) shall survive any           termination or expiration of this Agreement.    19 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

17.  POST-TERMINATION COMMUNICATIONS

  a)   Upon termination of this Agreement for reasons other than a           relationship with an Excite@Home Named Competitor under Section           16.a.v., the parties will communicate with Program Members as follows:

       i)   Excite@Home will email Program Members on e-centives' behalf up                to a maximum of two times. Consistent with other communications                envisioned during the Term of the Agreement, such mailings will                be branded Excite@Home but will alert Program Members that this                Agreement is to be terminated, the Co-Branded Application will

Source: INVENDA CORP, S-1/A, 8/28/2000





            continue with e-centives branding, and Program Members will                continue as a participant in the e-centives service unless they                explicitly opt out.  The content and copy of such emails shall be                mutually agreed upon.

       ii)  The first email will be exclusive to e-centives (i.e., it will                not mention similar services from Excite@Home or other third                parties) and will alert Program Members of the continuation of                the e-centives service directly from e-centives. Program Members                shall be further alerted that their membership in the e-centives                service shall continue unless they explicitly opt-out.                Excite@Home shall not promote competing services in such contact                or otherwise discourage Program Members from continuing to use                the e-centives service as provided directly by e-centives.

       iii) The second email will not be exclusive to e-centives. It will                include the same e-centives alerts as in the first email, but may                offer a replacement Excite@Home service and a notification that                the Program Member will remain in such an Excite@Home-provided                service unless they specifically opt-out. Excite@Home shall not                discourage Program Members from continuing to use the e-centives                service directly from e-centives, but may offer an additional                choice. It is conceivable that any one end user customer could                use both services.

       iv)  Any such communications will be subject to Excite@Home's                then-current privacy policy.

  b)   In the event that the Agreement is terminated pursuant to Section           16.a.v. due to e-centives' acquisition by an Excite@Home Named           Competitor, or by an entity controlling or controlled by an           Excite@Home Named Competitor, e-centives or its assigns or designates           may not contact any Users for whom User Data has been provided           pursuant to this Agreement, excluding those that have opted out in           accordance with Section 5(a) of Exhibit D. In the event of such           termination, e-centives will not be eligible for any refund of           pre-termination payments made to Excite@Home.

                                    19

20 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

18.  CONFIDENTIALITY

  a)   For the purposes of this Agreement, Confidential Information means           information about the disclosing party's (or its suppliers') business           or activities that is proprietary and confidential, which shall           include all business, financial, technical and other information of a           party marked or designated by such party as confidential or           proprietary; or information which, by the nature of the           circumstances surrounding the disclosure, ought in good faith to be           treated as confidential.

  b)   Confidential Information will not include information that (i) is in           or enters the public domain without breach of this Agreement, (ii) the           receiving party lawfully receives from a third party without           restriction on disclosure and without breach of a nondisclosure           obligation or (iii) the receiving party knew prior to receiving such           information from the disclosing party or develops independently.

  c)   Each party agrees (i) that it will not disclose to any third party or           use any Confidential Information disclosed to it by the other except           as expressly permitted in this Agreement and (ii) that it will take           all reasonable measures to maintain the confidentiality of all           Confidential Information of the other party in its possession or           control, which will in no event be less than the measures it uses to           maintain the confidentiality of its own information of similar           importance.

  d)   Notwithstanding the foregoing, each party may disclose Confidential           Information (i) to the extent required by a court of competent           jurisdiction or other governmental authority or otherwise as required           by law or (ii) on a need-to-know basis under an obligation of           confidentiality to its legal counsel, accountants, banks and other           financing sources and their advisors.

  e)   The information contained in the Usage Reports provided hereunder will           be deemed to be the Confidential Information of each party and will           not be disclosed without the written consent of the other party.

  f)   The terms and conditions of this Agreement will be deemed to be the

Source: INVENDA CORP, S-1/A, 8/28/2000





       Confidential Information of each party and will not be disclosed           without the written consent of the other party.

19.  WARRANTIES AND INDEMNITIES

  a)   Application Provider's warranties and indemnities:

       i)   Application Provider warrants that it owns, or has obtained the                right to distribute and make available, as specified in this                Agreement, any and all content provided to Excite@Home or made                available to third parties (excluding the Excite Content) in                connection with this Agreement.

                                    20    21 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       ii)  Application Provider warrants that the e-centives Content will                comply, in all material respects, with the description and                technical specifications contained in EXHIBITS A AND B.

       iii) Application Provider will indemnify, defend and hold harmless                Excite@Home, its affiliates, officers, directors, employees,                consultants and agents from any and all third party claims,                liability, damages and/or costs (including, but not limited to,                attorneys fees) arising from:

            (1)  Its breach of any warranty, representation or covenant in                     this Agreement; or

            (2)  Any claim (including, without limitation, claims for                     infringement of third party intellectual property,                     publicity, or privacy rights) arising from the e-centives                     Content, including, without limitation, e-centives'                     trademarks, but excluding claims based upon the Excite                     Content or any other materials provided by Excite in the                     form originally provided by Excite; or

            (3)  Any claims (including, without limitation, claims for                     infringement of third party intellectual property,                     publicity, or privacy rights), by third parties arising out                     of or based upon e-centives' services and/or any other                     service provided by e-centives, but excluding claims based                     upon the Excite Content or any other information or                     materials provided by Excite in the form originally provided                     by Excite.

       iv)  Application Provider's obligation to indemnify Excite@Home is                conditioned upon Excite@Home promptly notifying Application                Provider of any and all such claims. Notwithstanding the                foregoing, Application Provider shall only be relieved of its                obligation to indemnify Excite@Home to the extent that any such                failure to notify materially and adversely affects Application                Provider's defense. Excite@Home will reasonably cooperate with                Application Provider in the defense and/or settlement thereof;                provided that, if any settlement requires an affirmative                obligation of, results in any ongoing liability to, or prejudices                or detrimentally impacts Excite@Home in any way, and such                obligation, liability, prejudice or impact can reasonably be                expected to be material, then such settlement shall require                Excite@Home's written consent (not to be unreasonably withheld or                delayed), and Excite@Home may have its own counsel in attendance                at all official proceedings and substantive negotiations relating                to such claim at Excite@Home's sole cost and expense.

                                    21    22 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

b)   Excite@Home's warranties and indemnities:

  i)   Excite warrants that it has the right to distribute and make           available, as specified in this Agreement, any and all content and           User Data provided to e-centives or made available to third parties           (excluding the e-centives Content) in connection with this Agreement.

  ii)  Excite warrants that the Excite Content will comply, in all material           respects, with the description and technical specifications contained           in EXHIBITS A AND B.

Source: INVENDA CORP, S-1/A, 8/28/2000





  iii) Excite@Home will indemnify, defend and hold harmless Application           Provider, its affiliates, officers, directors, employees, consultants           and agents from any and all third party claims, liability, damages           and/or costs (including, but not limited to, attorneys fees) arising           from:

       (1)  Its breach of any warranty, representation or covenant in this                Agreement;

       (2)  Any claim (including, without limitation, claims for infringement                of third party intellectual property rights) arising from the                Excite Content, including, without limitation, Excite's                trademarks, but excluding claims based upon the e-centives                Content or any other materials provided by e-centives in the form                originally provided by e-centives; or

       (3)  Any claims (including, without limitation, claims for                infringement of third party intellectual property rights), by                third parties arising out of or based upon Excite@Home's services                and/or any other service provided by Excite, but excluding claims                based upon the e-centives Content or any other information or                materials provided by e-centives in the form originally provided                by e-centives.

  iv)  Excite@Home's obligation to indemnify Application Provider is           conditioned upon Application Provider promptly notifying Excite@Home           of any and all such claims. Notwithstanding the foregoing, Excite           shall only be relieved of its obligation to indemnify e-centives to           the extent that any such failure to notify materially and adversely           affects Excite@Home's defense. Application Provider will reasonably           cooperate with Excite@Home in the defense and/or settlement thereof;           provided that, if any settlement requires an affirmative obligation           of, results in any ongoing liability to, or prejudices or           detrimentally impacts

                                    22    23 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

            Application Provider in any way, and such obligation, liability,                prejudice or impact can reasonably be expected to be material,                then such settlement shall require Application Provider's written                consent (not to be unreasonably withheld or delayed), and                Application Provider may have its own counsel in attendance at                all proceedings and substantive negotiations relating to such                claim at Application Provider's sole cost and expense.

  c)   Except as specified in this Section, neither party makes any warranty           in connection with the subject matter of this Agreement and hereby           disclaims any and all implied warranties, including all implied           warranties of merchantability and fitness for a particular purpose           regarding such subject matter.

20.  LIMITATION OF LIABILITY

  Except as provided by Sections 19(a)(iii)(2), (a)(iii)(3), (b)(iii)(2) and      (b)(iii)(3):

  a)   Neither party will have liability for any damages other than direct           damages. In no event will either party be liable to the other for any           special, incidental or consequential damages, whether based on breach           of contract, tort (including negligence) or otherwise, whether or not           that party has been advised of the possibility of such damage.

  b)   Either party's liability for damages shall be limited to the amounts           actually paid by the other party.

21.  DISPUTE RESOLUTION

  a)   The parties agree that any breach of either of the parties'           obligations regarding trademarks, service marks or trade names and/or           confidentiality would result in irreparable injury for which there is           no adequate remedy at law. Therefore, in the event of any breach or           threatened breach of a party's obligations regarding trademarks,           service marks or trade names or confidentiality, the aggrieved party           will be entitled to seek equitable relief in addition to its other           available legal remedies in a court of competent jurisdiction. For the           purposes of this Section only, the parties consent to venue in either           the state courts of the county in which Excite@Home has its principal           place of business or the United States District Court for the Northern           District of California.

Source: INVENDA CORP, S-1/A, 8/28/2000





  b)   In the event of disputes between the parties arising from or           concerning in any manner the subject matter of this Agreement, other           than disputes arising from or concerning trademarks, service marks or           trade names and/or confidentiality, the parties will first attempt to           resolve the dispute(s) through good faith negotiation. In the event           that the dispute(s) cannot be resolved through good faith negotiation,           the parties will refer the

                                    23    24 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

     dispute(s) to a mutually acceptable mediator for hearing in the county         in which Excite@Home has its principal place of business.

  c) In the event that disputes between the parties arising from or         concerning in any manner the subject matter of this Agreement, other         than disputes arising from or concerning trademarks, service marks or         trade names and/or confidentiality, cannot be resolved through good         faith negotiation and mediation, the parties will refer the dispute(s)         to the American Arbitration Association for resolution through binding         arbitration by a single arbitrator pursuant to the American Arbitration         Association's rules applicable to commercial disputes. The arbitration         will be held in the county in which Excite@Home has its principal place         of business.

22.  GENERAL

  a) Governing Law. The Agreement will be governed by and construed in         accordance with the laws of the State of California, notwithstanding the         actual state or country of residence or incorporation of Application         Provider.

  b) Assignment. Neither party may assign this Agreement, in whole or in         part, without the other party's written consent (which will not be         unreasonably withheld), except that no such consent will be required in         connection with a merger, reorganization or sale of all, or         substantially all, of such party's assets or capital stock. Any attempt         to assign this Agreement other than as permitted above will be null and         void.

  c) Notice. Any notice under this Agreement will be in writing and delivered         by personal delivery, express courier, confirmed facsimile, confirmed         email or certified or registered mail, return receipt requested, and         will be deemed given upon personal delivery, one (1) day after deposit         with express courier, upon confirmation of receipt of facsimile or email         or five (5) days after deposit in the mail. Notices will be sent to a         party at its address set forth below or such other address as that party         may specify in writing pursuant to this Section.

  d) No Agency. The parties are independent contractors and will have no         power or authority to assume or create any obligation or responsibility         on behalf of each other. This Agreement will not be construed to create         or imply any partnership, agency or joint venture.

  e) Audit Rights. A party obligated to make payments and/or provide User         Data hereunder shall keep for 3 years proper records and books of         account relating to the computation of such payments and/or the         compilation and content of such User Data. Once every 12 months, the         party receiving payment and/or User Data records or its designee may         inspect such records to verify for accuracy. Any such inspection will be         conducted in a

                                    24

25 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  manner that does not unreasonably interfere with the inspected party's      business activities. In the case of underpayments, the inspected party      shall immediately make any overdue payments disclosed by the audit plus      applicable interest. Such inspection shall be at the inspecting party's      expense; however, if the audit reveals overdue payments in excess of 5% of      the payments owed to date, the inspected party shall immediately pay the

Source: INVENDA CORP, S-1/A, 8/28/2000





  cost of such audit, and the inspecting party may conduct another audit      during the same 12 month period. In the case of inaccurate and/or outdated      User Data, the providing party shall immediately provide accurate User Data      and/or updated User Data (to the extent such party has updated User Data.

f)   Force Majeure.  Any delay in or failure of performance by either party      under this Agreement will not be considered a breach of this Agreement and      will be excused to the extent caused by any occurrence beyond the      reasonable control of such party including, but not limited to, acts of      God, power outages and governmental restrictions.

g)   Severability.  In the event that any of the provisions of this Agreement      are held by to be unenforceable by a court or arbitrator, the remaining      portions of the Agreement will remain in full force and effect.

h)   Entire Agreement.  This Agreement is the complete and exclusive agreement      between the parties with respect to the subject matter or related matters      hereof, superseding any prior agreements and communications (both written      and oral) regarding such subject matter. Notwithstanding the foregoing, the      Sponsorship Agreement effective on March 5, 1999 that currently is in      force between the two parties to this Agreement shall remain in force, on      an interim basis only, and will terminate at the end of the calendar month      that the Co-Branded Application launches on the Excite@Home Shopping      service without further compensation from either party.

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

j)   Modification.  This Agreement may only be modified by a written document      executed by both parties.

k)   Construction.  The section headings appearing in this Agreement are      inserted only as a matter of convenience and in no way define, limit,      construe, or describe the scope or extent of such section or in any way      affect this Agreement.

                                    25

26 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       l)   Counterparts.  This Agreement may be executed in counterparts,                each of which shall be deemed an original, but all of which                together shall constitute one and the same instrument.

IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

AT HOME CORPORATION                     e-centives, INC.

By: ________________________________    By: ____________________________________

Name: ______________________________    Name: __________________________________

Title: _____________________________    Title: _________________________________

Date: ______________________________    Date: __________________________________

450 Broadway                            6903 Rockledge Drive, Suite 1200 Redwood City, CA 94063                  Bethesda, MD 20817

                                    26    27 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT A

Source: INVENDA CORP, S-1/A, 8/28/2000





              UNTARGETED AND TARGETED OFFERS WITHIN THE CO-                               BRANDED APPLICATION

1.   DEFINITIONS

  a)   Untargeted Offers are those offers generated from either party's           network of merchant partners, to be extended to all Users for the           benefit of attracting shoppers.

  b)   Targeted Offers are e-centives offers made available only to Program           Members.

2.   TREATMENT OF UNTARGETED OFFERS

  a)   The parties shall establish by mutual agreement prices for the sale           of Untargeted Offers for display in the Co-Branded Application.

  b)   The parties will share equally all revenue from the sale of           Untargeted Offers sold for display in the Co-Branded Application.           This equal division of revenue shall not extend to any placement of           Untargeted Offers outside the Co-Branded Application. For Untargeted           Offers that appear both on the Co-Branded Application and elsewhere           on the Excite Network, revenue attributable to placement on the           Co-Branded Application shall be calculated based on the price to be           established as set forth in Section 2.a of this Exhibit, and the           parties will share equally such revenue.

  c)   The price to be established as set forth in Section 2.a of this           Exhibit shall not apply to mass listings of paper or local coupons.           The parties will share equally all revenue from the listing of paper           or local coupons in the Co-Branded Application.

  d)   Each party shall receive without charge space for twenty (20)           Untargeted Offers each month. This allocation of free Untargeted           Offers may be modified as mutually agreed upon during the Term of the           Agreement.

3.   TREATMENT OF TARGETED OFFERS

  a)   Targeted offers may be viewed by Users, but may not be used by Users           unless they become Program Members.

  b)   Targeted offers shall be sold as e-centives and charged upon delivery           or display to, or transaction by, a Program Member in the Co-Branded           Application or its associated emails.

                                    27

28 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  c)   All Targeted Offers shall be placed above any Untargeted Offers.

  d)   e-centives Co-Branded Application emails shall contain only Targeted           Offers, and shall not contain Untargeted Offers.

                                    28

29 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT B

                  CONTENT DESCRIPTION AND SPECIFICATIONS                             (APPLICATION CONTENT)

The following describes the general product plan for the Co-Branded Application:

1.   CUSTOMER OFFERS

Source: INVENDA CORP, S-1/A, 8/28/2000





  a)   There shall be four distinct types of offers:

       i)   Traditional e-centives offers, which are classified as Targeted                Offers;

       ii)  Excite@Home-exclusive e-centives offers, which are classified as                Targeted Offers;

       iii) Other Excite@Home Member exclusive offers, which are classified                as Untargeted Offers;

            (1)  May be unrelated to e-centives and will have redemption off                     the e-centives-hosted experience.

       iv)  As deemed appropriate by Excite@Home, other offers that may or                may not be exclusive to Excite@Home which are provided as a feed                to e-centives, which are classified as Untargeted Offers;

            (1)  Required so that Members perceive e-centives-hosted content                     as a superset of Excite@Home's traditional content;

            (2)  Important not to have a binary selection -- non-Excite@Home-                     Member-exclusive offers in one area and Excite@Home-Member-                     exclusive offers in another -- an unacceptable user                     experience.

       v)   Design cues will be used to differentiate the different types of                offers seen by Members, as shown below:

                                  Anonymous Users     Excite@Home Members                                                     Served by                              e-centives          e-centives Traditional e-centives offers          Yes*                Yes Excite-exclusive e-centives offers     Yes*                Yes

                                    29    30 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                                                                 Other Excite@Home Member offers      No         Yes

                  Non-Excite@Home-Member offers        Yes        Yes

                     * Must convert to Excite@Home Member status to redeem

  b)   e-centives will use commercially reasonable efforts to support up to           a combined 10,000 initial offers from Section 1.a.iii and 1.a.iv of           this Exhibit B on the Effective Date of this Agreement. Excite@Home           shall have the right to specify an increased capacity of offer           presentment at its sole option upon giving three months' advance           notice to e-centives at any point during the Term of this Agreement,           presuming such request shall be reasonable.

4.   OFFER PLACEMENT

  To ensure an opportunity for both parties to have a reasonable chance to      display their own offers within the Co-Branded Application, the following      prioritization of offers shall be made within any content area served by      e-centives:

  a)   For the first page presented within any shopping category area,

       i)   All Targeted Offers shall have placement priority above any                Untargeted Offers.

       ii)  Within the Targeted Offers region, the top 30% of the offer                placement locations on the first page within a category of the                Co-Branded Application (not including banner or sponsorship                placements) will be allocated to Excite@Home exclusive                e-centives offers. The remaining 70% of such first pages, along                with subsequent pages within each category, the offer placement                locations will be split 50%/50% between Excite@Home and

Source: INVENDA CORP, S-1/A, 8/28/2000





            e-centives and will be served in an alternating order.

       iii) Similarly, within the Untargeted Offers region, the top 30% of                the offer placement locations on the first page within a                category of the Co-Branded Application (not including banner or                sponsorship placements) will be allocated to Excite@Home. The                remaining 70% of such first pages, along with subsequent pages                within each category, the offer placement locations will be                split 50%/50% between Excite@Home and e-centives and will be                served in an alternating order.

  b)   For the second and any following pages presented within any shopping           category area, half of the offer placement positions will be           allocated to Excite@Home and the other half will be allocated to           e-centives and the position of said placements on the page shall be           random.

                                    30

31 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

5.   CUSTOMER BRANDING EXPERIENCE

  a)   Until offer selection is made, branding shall be, at Excite@Home's           option, Excite or Excite@Home with a tag line powered by           e-centives.

  b)   When offer management or redemption occurs, Excite (or alternately,           Excite@Home, as detailed in Section 3.a of this Exhibit) powered by           e-centives shall be replaced by cobranding, including full logo           treatment for e-centives. For any branding at the merchant subject to           final merchant approval, e-centives shall use commercially reasonable           efforts to ensure that both Excite@Home and e-centives branding           elements are present.

  c)   Both traditional e-centives offers and Excite@Home e-centives offers           will contain e-centives branding elements within an application that           is otherwise Excite@Home branded.

  d)   The Co-Branded Application shall conform to Excite@Home Third-Party           Application standards, including:

       i)   Page weight;

       ii)  Presence of advertising banners and/or sponsorship placements                served by Excite@Home/MatchLogic at Excite@Home's exclusive                option;

       iii) Color, fonts, layout, design standards, header, footer,                navigational elements, tabbing metaphors, etc.;

       iv)  Navigational elements directing traffic to non-e-centives content                (e.g., Excite@Home Mail and other Excite@Home Shopping                destinations);

       v)   Excite@Home's Third-Party Application Standards may change over                the Term of this Agreement. As they do, e-centives may be                required to make periodic design enhancements to comply with                these Standards. Any such required changes shall be reasonable                and shall be materially similar to changes required of other                applications and application providers subject to Excite@Home's                Third-Party Application Standards.

  e)   The Co-Branded Application shall be designed to appear to the customer           as being Excite@Home; analogs to the goal would be Excite@Home's           sports content area at http://www.excite.com/sports, as it appears on           the Effective Date of this Agreement (see Exhibit C), which is served           by a third-party firm but carries only Excite@Home messaging cues.

                                    31

32 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  f)   Other Excite@Home Member Offers, and Non-Excite@Home-Member Offers,           as highlighted in the matrix in Section 1.b of this Exhibit B, may           also require third-party branding in their presentation.

Source: INVENDA CORP, S-1/A, 8/28/2000





6.   OFFER HIERARCHY SYNCHRONIZATION

  a)   e-centives does not need to adopt Excite@Home's directory structure           but must use similar categorization methodology. For example, Autos           and Electronics may be categories at the same level in the hierarchy,           but Autos and Cameras would not be at the same level.

  b)   e-centives must map to Excite@Home's Shopping directory hierarchy,           which may change from time to time during the Term of this Agreement.

  c)   e-centives must adopt Excite@Home's naming conventions (e.g.           Excite@Home's Autos label vs. e-centives' Automotive label).

  d)   e-centives must provide product and/or offer search capabilities that           are comparable to Excite Network offerings, including local (zip           code) and off-line redemption. Any such required capabilities shall           be reasonable and shall be materially similar to capabilities           required of other applications and application providers subject to           Excite@Home's Third-Party Application Standards.

7.   PLACEMENT

  a)   During the first year of the Agreement a persistent Above-the-Fold           link shall remain present in the Excite@Home Shopping content area,           or its subsequent replacement, or an equivalent area as determined by           Excite@Home, that directs end users to the Co-Branded Application,           the phrasing of which shall be mutually agreed upon. Above-the-Fold           shall mean in a position generally viewable by an end-user customer           using an Internet browser which has been maximized to full screen on           a computer displaying a minimum resolution of 600 x 800 dpi or higher.

  b)   During the remainder of the Agreement, a prominent and persistent           link shall remain present in the Excite@Home Shopping content area,           or its subsequent replacement, or an equivalent area as determined by           Excite@Home, that directs end users to the Co-Branded Application.           The phrasing of the link shall be mutually agreed upon by the parties.

                                    32    33 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT C

               LOOK AND FEEL OF THE CO-BRANDED APPLICATION

  The screen shot(s) that follow are examples, solely for purposes of illustration, of the intended look and feel for the Co-Branded Application, as described in Exhibit B, Section 3.e:

                                    33    34 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT D

                        OUTBOUND CUSTOMER CONTACTS

1.   EMAIL OF ACCOUNT STATUS TO MEMBERS ACQUIRED THROUGH EXCITE@HOME:

  a)   Excite@Home shall control the look and feel of such emails,           which shall be developed in cooperation with e-centives.

2.   WELCOME E-MAILS

Source: INVENDA CORP, S-1/A, 8/28/2000





  a)   A Welcome email will be sent to all Qualified Program Members           when they first access the Co-Branded Application, provided           that Qualified Program Members are clearly notified concerning           the sending of such emails at the time of Co-Branded Application           use. All such Welcome emails shall be bound by Excite@Home's security           and privacy guidelines. A Welcome email regarding the Co-Branded           Application will be sent to all General Program Members.

3.   THEMATIC OR SUPPLEMENTAL E-MAILS:

  a)   Excite@Home shall control the timing, strategy, and look and feel of           Thematic and Supplemental emails. Notwithstanding the foregoing,           Excite@Home agrees that emails shall be sent at least once per month           to at least 50% of the Program Members with at least five (5)           merchant offers.

  b)   Excite@Home shall sell e-centives Thematic or Supplemental emails at           no less than e-centives' then current standard or generally available           discounted email rates. If Excite@Home does not sell such emails, or           all positions within such emails, then e-centives may do so.

  c)   Excite@Home and e-centives shall share equally all net revenue from           such offers, defined as gross revenue minus third-party serving           costs, which shall not exceed $0.01 per email piece delivered.

4.   RECIPROCAL DATA TRANSFER & REPORTING

  a)   The parties will allocate the production and sending of emails between           them based upon technical considerations to be addressed to both           party's mutual satisfaction. In some instances e-centives will produce           and send the outbound email pieces, and in other cases Excite@Home           will produce and send the outbound email pieces.

  b)   The determination of which emails shall be sent by which party shall           be mutually determined.

                                    34

35 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  c)   In all cases, the primary branding on each email will be Excite@Home.

  d)   Excite@Home will retain full editorial oversight for all mass           distribution mailings contemplated under this Agreement, regardless of           the sending source.

  e)   Reporting and per-email recipient activity data is desired by both           parties and shall be mutually agreed upon, with both parties agreeing           to provide reporting and per-email recipient activity data that is           reasonably equivalent to that offered by the other party. Each party           shall assume its own costs in both sending outbound email and in           providing necessary reporting and data to the other party.

5.   COMMUNICATIONS TO PROGRAM MEMBERS WHO OPT OUT OF FIRST-PARTY CONTACT

  a)   Excite@Home maintains records concerning whether Excite@Home Users           have opted in or opted out of receiving contacts from Excite@Home           (first-party contacts). From time to time, Excite@Home Users who           have opted in to first-party contacts may subsequently elect to opt           out of first-party contacts.

  b)   Excite@Home or a designated agent shall provide notice to Application           Provider when Program Members whose User Data records have been           licensed to Application Provider opt out of receiving any first-party           contacts subsequent to licensing. This notice shall be provided on a           schedule and in a format to be mutually agreed upon.

  c)   Within forty-eight (48) hours of receiving notice that a Program           Member has opted out of first-party contact, Application Provider           shall:

       i)   Ensure that future emails to the Program Member do not contain                any Excite@Home branding; and

       ii)  Ensure that future emails do not direct the Program Member to the                Co-Branded Application. Application Provider may continue to                direct Program Members to http://www.e-centives.com or its                subsequent replacement.

Source: INVENDA CORP, S-1/A, 8/28/2000





                                    35    36 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT E

                  EXCITE@HOME/APPLICATION PROVIDER NAMED                                   COMPETITORS

Excite@Home Named Competitors -----------------------------

AOL Time Warner Yahoo Go/Infoseek Lycos Snap/NBCi Ebay AltaVista

Application Provider Named Competitors --------------------------------------

CoolSavings.com IQ.com BrightStreet.com ValPak HotCoupons Aduo SuperMarkets Online Coupons.com (Xadvantage) Dash ShoppingList.com

                                    36

37 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT F

                     PROMOTION ON EXCITE@HOME NETWORK

1.  OFFERS

 a)  The parties will work together to develop mutually agreed upon modules         designed to promote the Co-Branded Application, which may appear on the         Excite.com homepage for some Users.

 b)  At its discretion, Excite@Home may include up to five rotating links on         the My Excite Start Page (MESP). At Excite@Home's discretion,         Excite@Home may include Excite@Home exclusive e-centives offers, non-         exclusive e-centives offers may also get rotation on MESP, or general         calls to action to the Co-Branded Application.

 c)  At Excite@Home's discretion, links may be included in the My Services         module. All decisions regarding this module remain Excite@Home's,         including but not limited to the name and relative placement of the         module on MESP. This module may not remain as a default module on the         page over the entire length of the Agreement.

Source: INVENDA CORP, S-1/A, 8/28/2000





 d)  No e-centives branding of any kind will be present on MESP.

2.  OFFER CATEGORIES

 a)  This Section applies to the publicly accessible narrowband offering from         Excite@Home, currently available at http://www.excite.com.

 b)  Excite@Home intends to use a randomization function to surface offers on         MESP in order to provide category specification by user and to support         dynamic content delivery for each server-refreshed page view. This         technique will support all e-centives categories and personalized user         category filtering, but will not support offers that can appear in         multiple categories or offer weighting.

 c)  Of all e-centives implementation links on MESP, any single category can         have only one link placement.

 d)  For a category to be surfaced, there must be three unique offers in that         category. The minimum of three offers per category must remain fresh;         if more than one week has elapsed without new offers being available         then a status message indicating no new offers in the category selected         will appear.

 e)  To prevent multiple appearances of a single offer on one MESP page view,         every offer must be tagged to only one e-centives category.

                                    37    38 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

3.   USER TYPES

  a)   Anonymous Users and Excite@Home Members with no personalization of the           My Services module:

       i)   Excite@Home may display two to five links at its sole option. All                e-centives categories will be supported, but each category may                have at most one link.

  b)   Excite@Home Members with personalization of the My Services module           and/or provision of an e-centives account:

       i)   Excite@Home may display two to five links at its sole option. All                e-centives categories will be supported, but each category may                have at most one link per page view.

       ii)  Category surfacing will be based upon users' submitted                preferences.

       iii) Excite@Home Members shall retain unilateral control to turn all                offer presentments off.

4.   IMPLEMENTATION

  a)   e-centives shall write the necessary application for Excite@Home           provided API to automate bulk update of available offers into           Excite@Home's Concorde system. The targeted completion date shall be           12-16 weeks from the Effective Date of this Agreement.

  b)   The placement of e-centives promotional links on the default front           page will be implemented in a test mode for a pre-determined period of           time. Specific success measures, including increases in the conversion           rate of non-Excite@Home-Members to Excite@Home-Members, must be met           prior to making the decision to continue default placement.

  c)   Access to the e-centives organizer will be from links within Member           Services and Shopping and potentially other locations as well, at           Excite@Home's sole discretion.

                                    38

39 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT G

Source: INVENDA CORP, S-1/A, 8/28/2000





                        PAYMENT SCHEDULE: EXEMPLAR

  The spreadsheet that follows is an example, solely for purposes of illustration, of the payment provisions set out by Section 7.d.

                                    39    40 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT H

               MAINTENANCE AND TECHNICAL SUPPORT STANDARDS

1.   MAINTENANCE

  a)   Application Provider shall provide, during 6:00 AM - 6:00 PM Pacific           Time on Application Provider's normal business days, telephone           consulting services to Excite@Home's designated personnel to assist           such personnel in resolving problems, obtaining clarification relative           to the Co-Branded Application and providing assistance regarding           suspected defects or errors in the Co-Branded Application.

  b)   Application Provider shall also provide after-hours support to           Excite@Home. Excite@Home's use of such support shall be confined to           calls related to Severity 1 and Severity 2 issues as those terms are           defined in this Exhibit I. Application Provider will make all           reasonable efforts to respond to Excite@Home's after-hours support           requests within the standards set out in this Exhibit I prior to the           next business day following receipt of the request.

  c)   By mutual agreement of the parties, Application Provider shall furnish           qualified personnel for on site assistance to Excite@Home to resolve           problems and to assist in customization.

  d)   Application Provider agrees to diligently work to promptly correct           defects and errors in the Co-Branded Application. Application Provider           agrees to respond to Excite@Home by using a dedicated contact           telephone number for each support call.

  e)   Notwithstanding the foregoing, in the case of a system down condition,           (i.e. Severity 1, as defined below) attributable to Application           Provider, Application Provider may utilize other means of           communication for both reporting of errors and the conditions thereof.

  f)   Application Provider shall respond to and complete correction of           errors, defects and malfunctions, in accordance with the following           schedule:

       i)   SEVERITY 1: Causes data corruption or system crash or Program                Members or Excite@Home cannot make effective use of the                Co-Branded Application.

       ii)  SEVERITY 2: Feature does not work as documented, no reasonable                work-around exists and Program Members or Excite@Home have a                critical need for the feature;

                                    40    41 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       iii) SEVERITY 3  Feature doesn't work as documented, but a reasonable                work around exists or Excite@Home or Program Members do not have                a critical need for the feature;

       iv)  SEVERITY 4  Enhancement request.

  g)   Provided that maintenance calls are received within Application           Provider's maintenance hours, Application Provider shall make an           initial response to a Severity 1 maintenance call within two (2) hours           after receipt. Application Provider shall use best efforts to provide           a fix, work around, or to patch Severity 1 bugs within twenty four           (24) hours after the bug is replicated by Application Provider and           confirmed as a bug by Application Provider.

Source: INVENDA CORP, S-1/A, 8/28/2000





  h)   Provided that maintenance calls are received within Application           Provider's maintenance hours, Application Provider shall make an           initial response to Severity 2 maintenance calls within four (4) hours           after receipt. Application Provider shall make commercially reasonable           efforts to provide a fix or work around for Severity 2 bugs within           five (5) business days.

  i)   Provided that maintenance calls are received within Application           Provider's maintenance hours. Application Provider shall make an           initial response to Severity 3 maintenance calls within twenty-four           (24) hours after receipt. Application Provider shall make reasonable           efforts to identify a resolution to Severity 3 bugs within thirty (30)           days.

  j)   Provided that all maintenance calls are received within Application           Provider's business hours, Application Provider shall make an initial           response to Severity 4 maintenance call within forty-eight (48) hours           after receipt. Severity 4 issues will be dealt with on a case-by-case           basis and no blanket commitments will be made.

  k)   Excite@Home shall appoint one (1) person as the principal point of           contact for the communication of bugs and errors to Application           Provider and for the receipt of bug and error fixes, work arounds and           updates, if any. Additionally Excite@Home may appoint another person           as a backup of the principal contact.

2.   UPTIME GUARANTEE

  a)   The Co-Branded Application shall not experience more than two outages           (unscheduled downtime) of more than two hours during any one month. In           addition, the Co-Branded Application shall have at least the following           uptime as measured monthly, excluding planned downtime:

       i)   First six months after launch of the Co-Branded Application:                98.8%.

                                    41

42 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       ii)  Months 7-12 following launch of the Co-Branded Application:                99.4%.

       iii) Remainder of the Term of the Agreement: 99.5%.

  b)   Application Provider will notify Excite@Home within fifteen (15)           minutes of any known and verified unscheduled downtime of the           Co-Branded Application and update the status to Excite@Home each and           every hour until service is back up. Application Provider will           immediately notify Excite@Home when service is restored.

3.   SYSTEM PERFORMANCE

  a)   Latency of any data from the time Application Provider's server           receives a request to serve data to the time when Application           Provider's server begins to serve such data shall be less than or           equal to three seconds, except that latency of login/account creation           shall be no greater than five seconds in at least 90% of all cases,           and in no case shall PIN presentment be in excess of ten seconds,           independent of network or Internet conditions.

  b)   Throughput of all data being served directly to the end user shall be           sustained at least 50Kbits/sec as measured by Excite@Home's monitoring           stations in at least 80% of all monitored cases.

4.   PERFORMANCE MEASUREMENT

  a)   Application Provider shall provide outage reports to Excite@Home upon           request.

                                    42    43 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT I

          APPLICATION PROVIDERS DATA RESTRICTED NAMED COMPANIES

Source: INVENDA CORP, S-1/A, 8/28/2000





  Netcentives      MyPoints.com      Cybergold      beenz.com      YesMail      Lifeminders      Net Creations      Double Click      24/7      Net Perceptions      Engage Technologies      Broadvision      Personify      Andromedia      Befree      Linkshare      Brodiq      Q-Pass      Younology

                                    43

44 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

*****

Source: INVENDA CORP, S-1/A, 8/28/2000 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output:
Except as provided by Sections 19(a)(iii)(2), (a)(iii)(3), (b)(iii)(2) and      (b)(iii)(3):

  a)   Neither party will have liability for any damages other than direct           damages. In no event will either party be liable to the other for any           special, incidental or consequential damages, whether based on breach           of contract, tort (including negligence) or otherwise, whether or not           that party has been advised of the possibility of such damage.

  b)   Either party's liability for damages shall be limited to the amounts           actually paid by the other party.