Map Server License Agreement

　　between aaa corporation and bbb, inc

　　this amended and restated agreement (this 'agreement') is entered into as of _________,_________,_________(m,d,y) (the 'effective date') by and between aaa corporation, a corporation organized under the laws of the state of _________(placename) ('aaa'), and bbb, inc., a corporation organized under the laws of the state of _________(placename)('bbb'), with reference to the following facts:

　　a. on or about _________,_________,_________(m,d,y), aaa caused the formation of bbb and transferred certain aaa assets to bbb in return for certain stock in bbb.

　　b. to assist bbb in its daytoday operations as a new corporate entity, aaa and bbb entered into a map server license agreement dated as of _________,_________,_________(m,d,y) (the 'map server agreement'), pursuant to which aaa provided certain local street maps and driving directions and other mapping services to bbb, and bbb engaged aaa to provide such services.

　　c. the parties now desire to amend and supercede the map server license agreement in its entirety by entering into this amended and restated map server license agreement pursuant to the terms and conditions set forth herein.

　　therefore, the parties hereby agree as follows:

　　aaa confidential

　　1. definitions

　　1.1 'affiliates' shall mean any entity in which, as of the effective date, bbb, directly or indirectly, or through one or more intermediaries, holds the beneficial ownership of more than fifty percent (50%) of the equity securities or interests, and only so long as such ownership continues.

　　1.2 'data' shall mean all thirdparty data licensed by aaa and used in maps and in the separate data dump, as of the effective date.

　　1.3 'data dump' shall mean the set of data including but not limited to points of interest, city, and region, generally containing unique identifiers such as the related geographic location, name, type, and language, and used in bbb's cataloging system to enable users to search by point of interest when performing a search on bbb.

　　1.4 'bbb icon' shall mean any graphics or text, including, without limitation, persistent hyperlinks in the form of an bbb logo or other representational icon created by bbb for an bbb travel service or product.

　　1.5 'bbb data feed' shall mean the data supplied by bbb to aaa which contains the geographic location for any travel service offered by bbb, and the location where the bbb icon or other representational icon, which includes an underlying url to the bbb web site, should be placed on the maps used by bbb.