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1、不忘初心 砥砺前行合同协议 Contract2020年 月 日Map Server License Agreement BETWEEN AAA CORPORATION AND BBB, INCTHIS 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 _(PLACEN
2、AME) (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
3、 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 provi
4、de 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 Confiden
5、tial1. Definitions1.1 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 con
6、tinues.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 rela
7、ted geographic location, name, type, and language, and used in BBBs 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
8、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 u
9、nderlying URL to the BBB Web Site, should be placed on the MapPoint.Net Maps used by BBB.1.6 BBBMaps shall mean the map services provided on the BBB Web Site, located at www.BBB.com as of the Effective Date.1.7 BBB Updates shall mean any updates, upgrades, error corrections, or other improvements to
10、 the Server Technology that BBB or its Affiliates may have developed or will develop pursuant to this Agreement.1.8 BBB Web Site means any web site owned or controlled by BBB or its Affiliates, which is accessed by users.1.9 Launch Date shall mean the date that BBB begins providing travel services w
11、ith maps served from computers hosted by AAA, and which in no event will be later than six (6) months after the Effective Date; provided AAA has meet the requirements of Exhibit C and the parties have not mutually agreed to postpone such use.1.10 Link shall mean: (i) one or more hyperlinks located o
12、n the applicable areas of the MapPoint.Net Maps, or (iii) any other alternative method that enables a user to access BBB. Links also include any connection to BBB through the Internet, email, broadband, Internet II, wireless and handheld devices, cell phones, digital appliances, or other digital int
13、eractive means, networks, devices, or transmissions (whether existing now or in the future).1.11 Maps shall mean collectively, the BBBMaps and the MapPoint.Net Maps.1.12 MapPoint.Net Maps shall mean a reliable webenabled mapping solution developed by AAA that includes interactive maps, proximity sea
14、rching and detailed driving directions.1.13 Point of Interest shall mean those certain geographic locations, which include but are not limited to, such places as campgrounds, parks and other attractions or places of interest (e.g. the Empire State Building).1.14 Server Technology shall mean the comp
15、uter software owned by AAA and listed in Exhibit A.1.15 Service shall mean the hosting of Server Technology, MapPoint.Net Maps, specifications and formats, and which includes without limitation the testing, implementation, hosting, maintenance, support, operation and update schedules, as applicable, for the Server Technology, Data and MapPoint.Net Maps as provided by AAA to BBB as a part of such service, which enables BBB to use the MapPoint.Net Maps as contemplated herein.2. Delivery, Operation,
