Master Distribution Agreement

EXHIBIT 10.55

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

EXECUTION COPY

Master Distribution Agreement

     This Master Distribution Agreement (the “Agreement”) is entered into as of February 2, 2005, among Homestore Inc., a Delaware corporation (“HS”), Homestore Sales Company, Inc., a subsidiary of HS (“HSC”) and NRT Incorporated, a Delaware corporation (“NRT”). HS and HSC are collectively referred to herein as Homestore.

     Whereas, HS provides, through HSC, online real estate media and technology solutions;

     Whereas, NRT owns and operates real estate brokerage companies (“NRT Local Operating Companies”) throughout the United States which do business under the Coldwell Banker®, ERA®, Sotheby’s International Realty®, The Corcoran Group® and The Sunshine Group® brand names;

     Whereas, Homestore operates a Website located at the URL www.realtor.com (“REALTOR.com”) which contains information regarding homes and lots for sale, and generally charges real estate agents or brokers a fee to display enhanced personal and company contact and content on REALTOR.com in a variety of feature configurations (“Advertisements”); and

     Whereas, NRT desires to purchase certain Advertisements as set forth below.

     NOW THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto agree as follows:

(a) Company Showcase Enhanced Listing – property listing which includes up to six (6) photographs of the property, one or more fields of text describing the property, a photograph of the real estate listing agent, contact information for the

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real estate listing agent and company logo. This Advertisement currently appears on the web page that appears when a consumer clicks on a listing. The current size of (i) the top photograph is 300 pixels wide by 200 pixels high (ii) the photographs cascading down on the left side of the web page are 120 pixels wide by 80 pixels high (iii) the photograph of the real estate agent is 80 pixels wide by 120 pixels high and (iv) the logo is 120 pixels wide by 80 pixels high. As part of the Company Showcase Enhanced Listing, all NRT real estate sales agents, present and future, will (i) be listed in the Find a REALTOR Directory on Realtor.com in the same manner as if the NRT real estate sales agent had purchased the Agent Showcase Enhancement (allows consumers to find a real estate sales agent when searching for a REALTOR® in a specific geographic area) and (ii) be provided the functionality to access the agent control panel feature for consumer usage reporting information, account maintenance settings, and marketing information on Homestore products and services.

     Upon execution, HSC will supply login credentials for NRT offices to NRT’s Director of Electronic Marketing, broken out by NRT office.

(b) Featured Home – thumbnail photograph of a property listing presented on the web page after a search is entered but before the web page presenting the actual search results. The current size of the thumbnail photograph is 120 wide by 80 pixels high. Each Featured Home slot is assigned to a specific zip code (as determined by the United States Postal Service) and is classified into one of three tiers based on the volume of searches on Realtor.com within that zip code. HSC offers four (4) Featured Home slots within tier 1 and tier 2 zip codes. HSC offers eight (8) Featured Home slots within tier 3 zip codes. When a consumer searches on Realtor.com for property listings, the geographic areas defined in their search criteria are compared with the zip codes of all of the property listings designated as a Featured Home. If four (4) or less Featured Homes exist within the area of the search, those Featured Homes are displayed. If more than four (4) Featured Homes exists within the area of the search, the Featured Homes are grouped into sets of four (4) and displayed randomly.

(c) Featured Company/Companion Advertisement – (i) a customizable banner advertisement located in the top right portion of a web page and (ii) a customizable skyscraper advertisement companion advertisement located on the right side of a web page. The current size of (i) the banner advertisement in the top right of a web page is 468 pixels wide by 60 pixels high and (ii) the skyscraper advertisement on the right side of a web page is 120 pixels wide by 600 pixels high. Featured Company/Companion Advertisements will (x) display at such time when users during a session or searches may be geo-targeted and (y) will then display on the home page, the initial search page, the criteria selection page or the search results page. These two advertisements together are referred to as a Companion Advertisement. Each Featured Company/Companion Advertisement is placed in one out of six hundred eighty one (681) local markets. Local markets are based on Metropolitan Statistical Area data sets as defined by

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the U.S. Census Bureau except in certain large Metropolitan Statistical Area data sets where each county is considered a local market (“MSA”). There are ten (10) Featured Company/Companion Advertisement slots per MSA, subject to a twenty percent (20%) cap per MSA per company (it being understood and agreed that separately branded NRT subsidiaries constitute separate companies for the purpose of Companion Advertisements).

(d) Animated Sign Rider – an animated advertisement located within the thumbnail of a property listing on a search results web page and links directly to the listing office’s website or to the listing detail page on which the Advertisement displays. The current size of an Animated Sign Rider is 75 pixels wide by 50 pixels high.

(e) Office Standard Listing Enhancement – logo and office contact information on the property detail page that currently appears on the bottom right side of a search results web page. The current size of the logo is 120 pixels high by 80 pixels wide.

2. Purchase. In consideration of the amounts to be paid to HSC by NRT as set forth in Section 4, HSC will provide NRT with the following during the Term hereof:

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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a. Frequency of Display of Companion Advertisements – The Companion Advertisements purchased hereunder shall be displayed on ten percent (10%) of the web pages or other geo-targeted inventory (location within an MSA), per NRT Local Operating Company, for searches within the MSAs that NRT has purchased Companion Advertisements.

     3.  Term and Termination . The initial term of this Agreement shall commence on April 1, 2005 (the “Effective Date”) and shall terminate on March 31, 2006 (the “Initial Term”); provided however that NRT shall have the option, in its sole discretion, to extend the Initial Term for two successive annual periods (each two annual periods, “Renewal Term”, and collectively, the “Term”). NRT shall exercise such renewal options by delivering at least sixty (60) days written notice to HSC prior to the expiration of the Initial Term or any Renewal Term. Pricing for the Term is as set forth in Section 4, and all other terms and conditions shall remain the same during the Term.

     During the Term of this Agreement, either NRT or Homestore shall have the right to terminate this Agreement for cause in the event of any material breach of this Agreement by the other party if such breach is not cured within sixty (60) days after the breaching party receives a written notice of such breach from the non-breaching party. Termination of this Agreement for cause pursuant to this section shall not relieve either party from any obligations hereunder due and owing as of the date of such termination. Additional termination rights are set forth in Sections 7, 8, 9, 17 (h) and 27 herein.

     Any party may terminate this Agreement by written notice to the other party, and may regard the other party as in default of this Agreement, if such party becomes

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.

     4.  Price . In consideration of the Advertisements to be provided by HSC hereunder, NRT hereby agrees to pay to HSC the following amounts in cash via wire transfer to such bank account as directed by HSC:

(i) For April 1, 2005 through March 31, 2006 – [*] Dollars ($ [*] ) payable in monthly installments of $ [*] per month, payable by the 10 ^th day of each month;

(ii) To the extent NRT exercises its renewal option, for April 1, 2006 through March 31, 2007 – [*] Dollars ($ [*] ) payable in monthly installments of $ [*] per month, payable by the 10 ^th day of each month; and

(iii) To the extent NRT exercises its renewal option, for April 1, 2007 through March 31, 2008 – [*] Dollars ($ [*] ) payable in monthly installments of $ [*] per month, payable by the 10 ^th day of each month.

     In addition, in the event that the number of Company Showcase Enhanced Listings under Section 2(a) hereof exceeds (i) [*] from April 1, 2005 through March 31, 2006, (ii) [*] from April 1, 2006 through March 31, 2007, or (iii) [*] from April 1, 2007 through March 31, 2008, then NRT’s monthly payment will increase by an amount equal to [*] percent ( [*] %) of HSC’s then in effect retail price for its enhanced listing product for each Company Showcase Enhanced Listing in excess of the foregoing maximums.

     For the Term of this Agreement, HSC will extend a [*] percent ( [*] %) discount to its then in effect retail rates to NRT’s offices that purchase additional Advertisements other than those purchased pursuant to this Agreement. HSC’s current retail rates are set forth in Exhibit E attached hereto, which may be amended by HSC in its sole discretion at any time.

     Any purchases or renewals made by NRT or its Local Operating Companies (but not including purchases made by NRT real estate sales agents) shall be approved in writing by NRT’s Director of Electronic Marketing or his designee (as designated in writing to HSC), and are subject to the terms and conditions of this Agreement (and no additional terms and conditions except with respect to term). For the purpose of clarity, the terms and conditions of this Agreement shall survive as necessary to apply to the entire term of all additional purchases or renewals under the Agreement regardless of the term of such purchase or renewal. Any purchases or renewals after the Term of this Agreement shall be subject to HSC’s standard terms and conditions.

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[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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     5.  Usage Statistics. HSC makes no guarantees with respect to usage statistics or levels of impressions for any Advertisement. NRT acknowledges that delivery statistics provided by HSC are the definitive and binding measurements of HSC’s performance on any delivery obligation to the extent reasonably documented by HSC.

     6.  No Resale or Redistribution of Ad Space. Except as set forth herein with respect to distribution to NRT subsidiaries, employees and agents and as set forth in Section 21 (Assignment), NRT may not resell or redistribute to a third party any of its Advertisement rights hereunder.

     7. Additional Limitation of Liability for Advertisements. IN THE EVENT HSC FAILS TO PUBLISH AN ADVERTISEMENT, THE SOLE LIABILITY OF HS AND HSC TO NRT, AND NRT’S SOLE REMEDY, SHALL BE LIMITED TO, AT NRT’S OPTION (i) INTEGRATION OR PLACEMENT OF SUCH ADVERTISEMENT AT A LATER TIME OR (ii) TERMINATION OF THE AGREEMENT UPON THIRTY (30) DAYS WRITTEN NOTICE.

     8.  Provision of Advertising Materials; Specifications. NRT will provide all materials for the Advertisements including, without limitation, trademarks, service marks, tradenames, graphics, logos, URL’s, domain names, brand features photographs, text, data, pictures, communications, animation, images, digital and/or audio clips or components or other content or material contained therein, (collectively “Advertising Content”) in accordance with HSC’s policies and specifications then in effect which HSC may modify from time to time and at any time (collectively, “Specifications”), which for the purpose of clarity include (x) HSC’s Technical Standards and Procedures attached hereto at Exhibit F and (y) the current position, size, frequency and content type of the Advertisements set forth herein and in effect from time to time. HSC shall publish Advertising Content in the Advertisements in accordance with the Specifications. HSC’s use of the Advertising Content in the Advertisements in accordance with the current position, size, frequency and content type set forth herein and in effect from time to time. HSC shall not be required to publish any Advertisement that is not received in accordance with such Specifications. HSC shall provide NRT prior written notice of any material change or material modification to the Specifications. For the purpose of clarity, any material change or material modification to the current positioning, size, frequency and/or content type of the current Advertisements is a material change to the Specifications. NRT shall provide HSC with written notice of any such change or modification that adversely impacts NRT and HSC shall have thirty (30) days from the date of such notification to cure such adverse impact. If HSC fails to cure the adverse impact NRT may terminate this Agreement upon thirty (30) days written notice. HSC shall promptly notify NRT of any Advertisement Content that is not received in accordance with such Specifications. HSC will accept the Advertising Content via data feeds from NRT. NRT hereby grants to HSC a non-exclusive, non-transferable, non-sublicenseable, revocable, royalty-free, worldwide, fully paid license to store, use, reproduce, modify, edit and display any Advertising Content in accordance herewith for the sole purpose of appropriately displaying Advertising Content within Advertisements

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pursuant to this Agreement. Without limiting the foregoing restrictions, HSC will comply with NRT trademark usage guidelines in connection with use of any NRT marks, logos, and/or names pursuant to this Agreement attached hereto as Exhibit G. This license granted hereunder to the Advertising Content will terminate immediately upon termination of this Agreement for any reason. Except for the rights and licenses expressly granted to HSC in this Section 8, NRT retains all right, title, and interest in the Advertising Content.

     Except as expressly provided hereunder or as a feature or function of any Advertisements, and without limiting the terms of any licenses granted hereunder, HSC shall not either during or after the Term of this Agreement: (i) make any representations, either express or implied, or create an appearance that a visitor to an HSC Distribution Channel (as defined below) is visiting a website of NRT or any of its affiliated real estate brands (collectively “NRT Websites”), including without limitation, “framing” any page of an NRT Website; (ii) send e-mails using NRT’s, and/or its affiliated real estate brands, names, logos, trademarks, service marks, website URL’s, domain names listed on Exhibit H (collectively “NRT Marks”);(iii) purchase or otherwise contract with a third party to exploit any NRT Marks, or variation or misspelling thereof, as a keyword for the purpose of causing any Homestore web site to appear as a search result in any search engine or for any other reason ; (iv) use or otherwise incorporate NRT Marks or variations or misspellings in the domain name(s) of any Homestore web site; (v) use, or permit others to use, NRT Marks in a manner that infringes upon, misappropriates, and/or otherwise violates NRT’s intellectual property rights in the NRT Marks.

     9.  Positioning of Advertisements; Distribution Channels. Except as specifically stated herein, the positioning of Advertisements within the HSC Distribution Channels, as defined below, or on any page thereof is at HSC’s sole discretion. For the purpose of clarity, any material change or material modification to the current positioning of the Advertisements is a material change to the Specifications. HSC may, at its sole discretion, modify or remove any portion of the HSC Distribution Channels, provided however that in the event HSC modifies or removes any HSC Distribution Channel resulting in significantly less viewing traffic of Advertising Content and which results in HSC decreasing its retail rates then in effect for enhanced listings, NRT and HSC will, in good faith, renegotiate the pricing set forth in this Agreement. In the event the parties cannot mutually agree on satisfactory pricing, NRT may terminate this Agreement upon thirty (30) days prior written notice. As used herein, “HSC Distribution Channels” shall mean Internet sites (including co-branded and mirrored versions thereof) and other media (including any and all print media) owned and operated by HSC or its affiliates including but not limited to REALTOR.com®, and third-party Internet sites where Advertisement Content may be distributed and/or electronically displayed (including, e.g. AOL and MSN).

     10.  HSC’s Right to Reject, Cancel or Remove Advertisements. Except as specifically stated herein, HSC reserves the right to reject, cancel or remove any Advertisements, URL, link, space reservation or position commitment, at any time, for any reason whatsoever in its reasonable editorial discretion and without any abatement in

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NRT’s payment obligation hereunder. HSC shall provide at least twenty four (24) hours written notice prior to removing any Advertisement. The fact that HSC has not rejected any Advertisement shall not in any way reduce, limit or otherwise affect NRT’s responsibilities and obligations under this Agreement.

     11.  Advertisement. The procedure for each Advertisement shall be as follows: (a) NRT shall provide HSC with the Advertising Content in accordance with the Specifications; (b) upon receiving the Advertising Content, HSC is authorized to produce the selected Advertisement by incorporating the Advertising Content. Subject to Section 14 (Content and Linking Guidelines), HSC grants NRT permission to incorporate links to the HSC Site from NRT’s Advertisements. NRT will retain a copy of the Advertising Content provided to HSC for as long as such listing is an active listing. HSC reserves the right to omit or remove Advertising Content in whole or in part if HSC, in its reasonable discretion, finds any part of it to be in violation of the Agreement or otherwise inappropriate. NRT understands that Advertising Content or provision thereof is not confidential.

     12.  User Data . For purposes of this Agreement, “User Data” means all data and information collected from or generated about individual(s) who visit the web sites on which the Advertisement is hosted, or data and information collected from consumers that are referred to NRT through the Advertisement. All User Data collected by HSC shall constitute HSC’s proprietary and confidential information. NRT agrees to be bound by the HSC privacy policy located at http://www.homestore.com/AboutUs/Privacypop.asp, as amended from time to time, for User Data. NRT also agrees to use information received from consumers solely for the purpose of responding to their inquiry and to provide services requested by the consumer. NRT will indemnify, defend and hold HSC harmless from and against third party claims alleging that User Data has been improperly used by NRT, NRT employees or agents, or by unauthorized users that obtained such data by penetration of NRT’s web sites or facilities, but solely to the extent that NRT fails to employ commercially standard security measures to protect such websites or facilities from such unauthorized access, or any party to whom NRT discloses the User Data. This indemnity shall be subject to the procedures set forth in Section 18 (Indemnification) hereof.

     13.  Proprietary Rights. As between the parties hereto, HSC exclusively owns and retains all right, title and interest in and to the Advertisement in perpetuity throughout the Universe; provided, however that NRT shall retain all its right, title and interest in the Advertising Content. Notwithstanding anything to the contrary contained herein, and subject to HSC’s receipt of payments specified in this Agreement, the Advertisement is licensed (not sold) to NRT by HSC. HSC does not transfer title to the Advertisement to NRT. This non-exclusive license only gives NRT the right to use and display the units of the Advertisement that are licensed to NRT hereunder in accordance with the terms hereof. NRT hereby agrees that to the maximum extent permitted by law, NRT will not decompile, reverse engineer, disassemble or otherwise reduce the Advertisement to a human-perceivable form, in whole or in part, and, except as provided for in this license, NRT will not copy, modify, network, rent, lease, sublicense, or otherwise distribute the

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Advertisement in whole or in part. All rights in and to the Advertisement not expressly granted to NRT in this Agreement are reserved by HSC. For the avoidance of doubt, the terms of this Section 13 shall not in any way limit or restrict NRT’s ownership or usage rights in the Advertising Content. Notwithstanding anything to the contrary herein, NRT retains sole and exclusive discretion over its usage of Advertising Content, provided that such usage does not otherwise violate the terms of this Section 13.

     14.  Content and Linking Guidelines. During the Term, website(s) to which any of NRT’s Advertisements link shall not contain any real estate listing information, listings of real estate agents or brokers or home search listings, including Advertisements or links thereto; provided that NRT’s Advertisements may link to NRT Local Operating Company websites or the website of any NRT real estate sales agent.

     If NRT ordered an Advertisement that includes as a feature of the Advertisement the right to create a link from such Advertisement to the HSC Site, HSC hereby grants to NRT a limited, revocable, royalty-free right and license to link to the HSC Site from NRT Local Operating Company websites during the Term, subject to the following provisions: (a) any and all links to the HSC Site (“Authorized Links”) must be configured according to the Specifications; (b) aside from linking to the home page at http://www.REALTOR.com , NRT may not link to or frame any other page in any web site of HSC or its affiliates without HSC’s prior written permission; (c) NRT may not configure any web page in such a way as to require users to register, sign up for services, or otherwise submit personal information as a condition of accessing any web page or service of HSC or its affiliates without HSC’s prior written permission and (d) HSC grants NRT a non-exclusive, non-transferable, non-sublicenseable, royalty-free, revocable, worldwide right and license to use the graphic images, and text and other such images for which HSC grants NRT express permission to use, solely for the purpose of establishing the Authorized Links. Except for the rights and licenses granted to NRT under this Agreement, HSC reserves all of its rights in the graphic images and text, any other images, its trade name and trademarks, and all of its other intellectual property rights. NRT will at all times comply with HSC’s Trademark Usage Guidelines, a copy of which is attached hereto as Exhibit I, which HSC may modify upon reasonable written notice to NRT. In the event NRT fails to adhere to the Specifications (which includes Trademark Usage Guidelines), HSC may revoke NRT’s license to create Authorized Links at any time by providing NRT prior written notice of such revocation.

     15.  HSC Reporting Requirements. Within fourteen (14) days of the end of each month during the Term of this Agreement, HSC shall provide NRT with consolidated reports for that month containing (i) the number of impressions and click-throughs for each Featured Company advertisement, broken out by MSA (ii) the number of impressions of each Featured Home within the Featured Home slot, broken out by NRT Local Operating Company, zip code, and multiple listing service listing ID (iii) for each property listing, the number of total property views, and the number of property inquiries (when available), broken out by branch office, multiple listing service listing ID, and date and (iv) the total number of telephone calls received by HSC from NRT real estate sales

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agents and abandonment rate of those calls. The form of each report is set forth in Exhibit J.

     16.  Confidentiality and Public Announcements. (a) During the Term of this Agreement, it is anticipated that the parties will learn confidential and/or proprietary information about the other. NRT and HSC will keep confidential such information and any other information which NRT and HSC may acquire with respect to the other’s (including their respective subsidiaries’) business, including, but not limited to, information developed and relating to new products, customers, pricing, know-how, processes, and practices (collectively, “Confidential Information”), and the receiving party shall not (without the prior written consent of the disclosing party) disclose or permit disclosure of such Confidential Information to any third party, unless and until the other party consents in writing to disclosure, or unless such knowledge and information otherwise becomes generally available to the public through no fault of the other party but provided further that, notwithstanding the above, the receiving party may disclose, on a need-to-know basis, such Confidential Information to its third party subcontractors who have signed non-disclosure agreements with the receiving party, and/or to its current employees, officers, or directors, or legal or financial representatives. NRT’s Confidential Information also shall include any proprietary and/or confidential information related to NRT’s employees, franchisees, sales associates, brokers.

     In addition, neither party shall distribute any press release or notices to third parties or other publicity concerning this Agreement and the transactions contemplated hereby without the prior written consent of the other party. Notwithstanding the foregoing, NRT may generally advertise the volume of the products purchased hereunder and the retail value related thereto, but not financial terms related thereto.

     Neither party will disclose to any third party, without the other party’s prior written consent (except on a need-to-know basis to its third party subcontractors who have signed non-disclosure agreements with the receiving party, and/or to its current employees, officers, or directors, or legal or financial representatives), the subject of this relationship without first providing the other party with the opportunity to review and offer reasonable objection to the contemplated publication. It is understood, however that the restrictions listed in this Section 16 shall not apply to any portion of Confidential Information which: (i) was previously known to a receiving party without obligations of confidentiality; (ii) is obtained after the effective date of this Agreement from a third party which is lawfully in possession of such information and not in violation of any contractual or legal obligation to a disclosing party, or in breach of this Agreement, with respect to such information; (iii) is or becomes part of the public domain through no fault of the receiving party; (iv) is independently ascertainable or developed by the receiving party or its employees without any breach of this Agreement by the receiving party; (v) is required to be disclosed by applicable law, rule or regulation, (vi) is required to be disclosed by administrative or judicial action provided that the receiving party immediately after receiving written notice of such action notifies disclosing party of such action to give disclosing party the opportunity to seek any other legal remedies to

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maintain such confidential information in confidence; or (vii) is approved for release by written authorization of the disclosing party.

          (b) With respect to personally identifiable information of NRT’s employees, franchisees, sales associates, brokers, and/or customers (including, but not limited to, names, phone numbers, e-mail addresses, and/or postal addresses) of such individuals that is not the subject of any of the exclusions of Confidential Information as specified in Section 16(a) above, but provided that HSC uses such information solely for the purposes of the applicable exclusion (“NRT Personal Data”), HSC agrees that it shall not, and shall not authorize others to, (a) sell or rent Personal Data to any other entity, or (b) use or disclose Personal Data except as necessary (i) to perform the services required by NRT hereunder and/or the applicable individual(s) to whom the information belongs (the “Services”), (ii) for HSC or its affiliates to send marketing and informational e-mail communications to NRT sales associates solely of a nature reasonably related to the Services and/or real estate services. In addition to the foregoing, HSC shall not otherwise use or disclose NRT Personal Data without the prior written consent of NRT and the applicable individual(s) to whom the information belongs, and in such case HSC shall only use such NRT Personal Data to the extent expressly permitted by NRT and such individuals(s). Without limiting the foregoing, HSC shall only use NRT Personal Data in accordance with applicable law. Solely with respect to e-mail communications using NRT Personal Data sent to NRT sales associates, HSC shall be permitted to use its current third party e-mail provider (the “Third Party Provider”) solely for purposes set forth in subsection (ii) of the foregoing sentence, provided that the Third Party Provider has agreed in writing to maintain the confidentiality of NRT Personal Data. HSC shall indemnify, defend and hold harmless NRT and its parent and affiliates and their officers, directors, employees, representatives and agents, from and against any and all Losses (as defined below), pursuant to the terms of Section 18, arising out of, related to or in connection with any acts or omissions of the Third Party Provider.

     (c) The terms of this Section 16 shall survive any expiration or termination of this Agreement.

     17.  Representations and Warranties; HSC Obligations.

     (a) Each of the parties represent, warrant and covenant that (i) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; (ii) the execution, delivery and performance of this Agreement has been authorized by all necessary corporate action and will not violate any agreement, order, constituent document, law or regulation to which it is bound or subject and (iii) it will perform its obligations hereunder at all times in accordance with all applicable laws, rules and regulations, including but not limited to the CAN-SPAM Act.

     (b) NRT represents, warrants and covenants that to the best of its knowledge after reasonable inquiry and investigation (i) the Advertising Content is true, complete and accurate and that it has the right to provide the Advertising Content and to permit HSC’s use of the Advertising Content in accordance with the terms of this Agreement; (ii) the

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Advertising Content is in compliance with the Technical Standards and Procedures and does not otherwise interfere with the function or performance of HSC’s Site; (iii) the Advertising Content will not: (A) infringe, violate or misappropriate any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or right of publicity or privacy, or breach any agreements or licenses to which NRT is bound; (B) violate any law or regulation, including without limitation those governing export control; (C) be defamatory or trade libelous; (D) be pornographic or obscene or contain any nudity or other sexual materials; (E) contain (and NRT shall not introduce into HSC’s and/or its affiliates’ or parent company’s computer systems, databases, or software) viruses, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; (F) contain material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable or offensive; (G) contain content promoting or encouraging a raffle, contest, game, or pyramid scheme requiring payment of a fee by participants; (H) contain hate propaganda or fraudulent material or activity; (I) contain any property owner information, including but not limited to name and phone number, and for sale by owner listing information or (J) contain NRT confidential information or trade secrets or the confidential information or trade secrets of a third party.

     (c) HSC represents, warrants and covenants that to the best of its knowledge after reasonable inquiry and investigation the Advertisements, the publishing of the Advertisements through the HSC Distribution Channels, and Technical Standards and Procedures including all content contained therein (with the exception of Advertising Content displayed in accordance with the terms of this Agreement), and the services relating thereto provided by HSC (collectively, the “HSC Materials”) will not (A) infringe, violate, or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or right of publicity or privacy, or breach any agreements or licenses to which HSC is bound (collectively, any breach of this Section 17(c)(A) shall be referred to hereinafter as “Infringement”), (B) violate any law or regulation, including without limitation those governing export control; (C) be defamatory or trade libelous; (D) be pornographic or obscene or contain any nudity or other sexual materials; (E) contain (and HSC shall not introduce into NRT’s and/or its affiliates’ or parent company’s computer systems, databases, or software) viruses, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; (F) contain material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable or offensive; (G) contain content promoting or encouraging a raffle, contest, game, or pyramid scheme requiring payment of a fee by participants; (H) contain hate propaganda or fraudulent material or activity; (I) unless permitted by its operating agreement with NAR, contain any property owner information, including but not limited to name and phone number, and for sale by owner listing information. HSC further represents, warrants and covenants that it has the right to provide the Advertisements and services set forth herein.

     (d) HSC will use commercially reasonable efforts to ensure that any and all third party owners and/or operators of websites which contain Advertising, comply with the applicable terms and conditions of this Agreement.

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     (e) HSC agrees to ensure a commercially reasonable response time for users accessing REALTOR.com and agrees to respond to any page delivery problems reported by users of the web site within one (1) business day after notice of such problem is received by HSC.

     (f) NRT agrees to assign one (1) person from its Information Technology department as its NRT Project Manager and HSC agrees to assign one (1) person from its Information Technology department as its HSC Project Manager. Such Project Managers shall communicate with each other in the event there are issues related to the service or functionality of REALTOR.com.

     (g) HSC agrees to provide a dedicated toll free telephone number Monday through Friday from 6 am to 5 pm PST to answer questions from NRT sales associates, including but not limited to password reset inquiries. The average abandoned call rate for inbound calls to HSC from NRT real estate sales agents shall not exceed [*] percent ( [*] %). For each month in which the abandonment rates exceeds [*] percent ( [*] %) HSC shall refund $ [*] to NRT.

     (h) Within [*] ( [*] ) [*] of receipt of notice, HSC agrees to use commercially reasonable efforts to correct all errors, bugs, derivations or failures in the performance of REALTOR.com so that it performs in accordance with specifications. In the event of any outage of REALTOR.com which (a) continues unabated for a period of [*] ( [*] ) [ *] , and/or (b) in the aggregate lasts more than [*] during any thirty (30) day period (excluding outages for scheduled maintenance or overall general outage of Internet connectivity), NRT shall have the right to immediately terminate this Agreement upon ten (10) days written notice to HSC.

     (i) HSC agrees to provide an immediate telephone response from a trained technical representative to an NRT representative in the Information Technology department in the event HSC is notified or becomes aware of an emergency, including but not limited to power outage or a material decrease in functionality of REALTOR.com.

     18.  Indemnity. Each party agrees, at its own expense, to indemnify, defend and hold harmless the other party and its parent and affiliates and their officers, directors, employees, representatives and agents (“Indemnified Parties”), from and against any and all third-party (which shall include employees, agents, representatives of the Indemnified Party) claims, damages, expenses, losses, costs (including reasonable attorneys’ fees and costs) or liability or expenses of any kind (collectively “Losses”) incurred by the Indemnified Parties arising out of, related to or in connection with (a) the breach by the indemnifying party of its representations or obligations under this Agreement or (b) the Advertising Content (provided that NRT’s obligations hereunder shall only apply to the extent HSC (and/or any other Indemnified Parties related to HSC) use(s) the Advertising Content in accordance with the terms of this Agreement) or (c) any material, product or service provided by the indemnifying party to any party (including without limitation,

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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any warranty claims, consumer protection claims and claims of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices) or (d) the indemnifying party’s willful misconduct and/or intentional or grossly negligent actions or breaches hereunder. Each party agrees to promptly notify the indemnifying party in writing of any indemnifiable claim. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial, defense and settlement of such claim and any appeal arising therefrom. The indemnified party may participate in such investigation, trial, defense and settlement of such claim and any appeal arising therefrom, through its attorneys or otherwise, at its own cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the indemnifying party shall be entered into without the consent of the indemnified party, unless the settlement includes an unconditional general release of the indemnified party which consent will not be unreasonably withheld. For the purpose of clarity, HS and HSC agree that they are jointly and severally liable for the representations, warranties and agreements contained herein by such parties, and that in all cases HS guarantees any performance obligations of HSC including without limitation the indemnification provisions set forth herein.

     19.  Disclaimer of Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AND COVENANTS EXPRESSLY SET FORTH HEREIN, ALL ADVERTISEMENTS PROVIDED BY HSC HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY SET FORTH HEREIN, HOMESTORE, ON ITS OWN BEHALF AND ON BEHALF OF ANY THIRD PARTIES, INCLUDING WITHOUT LIMITATION THIRD PARTY BENEFICIARIES: (a) EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF ANY ADVERTISEMENT CONTENT (BUT WITHOUT LIMITING THE TERMS OF SECTION 17(c)(A)), AND ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE ; (b) DOES NOT WARRANT THAT THE OPERATION OF THE ADVERTISEMENTS WILL BE UNINTERRUPTED OR ERROR-FREE; (c) DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS DERIVED FROM THE ADVERTISEMENTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, LEAD GENERATION, INCREASE IN BUSINESS OR OTHERWISE; AND (d) SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT THE ADVERTISEMENTS WILL FUNCTION OR ARE COMPATIBLE WITH SUCH COMPUTER HARDWARE OR SOFTWARE WITH WHICH NRT OR OTHERS MAY USE TO USE OR ACCESS THE ADVERTISEMENTS, SUBJECT TO THE SPECIFICATIONS. NRT IS SOLELY RESPONSIBLE FOR ENSURING THAT ANY COMPUTER HARDWARE OR SOFTWARE NRT USES IS COMPATIBLE WITH AND/OR FUNCTIONS WITH THE ADVERTISEMENTS.

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     20.  Limitation of Liability . IN NO EVENT SHALL ANY PARTY BE LIABLE HEREUNDER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), WARRANTY, GUARANTEE OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THE AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT AFFECT A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18 (Indemnification) HEREOF.

     21.  Assignment . Except as set forth in this Section, neither NRT or Homestore may assign any portion of this Agreement or any licenses granted hereunder, voluntarily or involuntarily, including without limitation by operation of law, without the prior written consent of the other party, except that either party may assign this Agreement without the other party’s consent in the case of a merger, consolidation, or sale of all or substantially all of the assignor’s assets with or to an unaffiliated third party. Any attempt to otherwise assign this Agreement shall be null and void, except that NRT may assign this Agreement to an affiliate of NRT in connection with a corporate reorganization; provided that (i) NRT shall remain liable as a guarantor of the payment obligations hereunder and (ii) no such assignment shall extend NRT’s rights hereunder to third parties, including franchisees of its parent corporation. No person or entity not a party hereto shall have any interest herein or be deemed a third party beneficiary hereof, and nothing contained herein shall be construed to create any rights enforceable by any other person or third party.

      22. Independent Contractor. NRT and Homestore are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between the parties. Neither party nor any of its agents or employees shall have any right or authority to assume or create obligation of any kind, whether express or implied, on behalf of the other party.

     23.  Binding Agreement . This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

     24.  Captions Headings . Captions and paragraph headings used in this Agreement are for convenience only and shall not be used to interpret any provision hereof.

     25.  Entire Agreement . This Agreement, together with the Exhibits, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, and is intended as the parties’ final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements,

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representations, promises and understandings, whether written or oral, and may be amended or modified only by an instrument in writing signed by both parties.

     26.  Notices . Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective on the first business day following the date of receipt, and (c) delivered by one of the following means: (i) by personal delivery; (ii) by prepaid, overnight package delivery or courier service; or (iii) by the United States Postal Service, first class, certified mail, return receipt requested, postage prepaid. All notices given under this Agreement shall be addressed, in the case of Homestore, as follows:

Attn: General Counsel
Homestore Inc.
30700 Russell Ranch Road
Westlake Village, California 91362

All notices given under this Agreement shall be addressed, in the case of NRT, as follows:

NRT Incorporated
339 Jefferson Road
Parsippany, NJ 07054
Attn: Bruce Zipf, President

With copies to: same address
Attn: Ken Hoffert, General Counsel
Attn: Rob Campbell, Director, Electronic Marketing

     or to such other addresses of which the parties have been advised in writing by any of the above-described means. Personal delivery to a party or to any officer, partner, agent, or employee of such party at its address herein shall constitute receipt. The following shall also constitute receipt: (i) a party’s rejection or other refusal to accept notice, and (ii) the inability to deliver to a party because of a changed address of which no notice has been received by the other party. Notwithstanding the foregoing, no notice of change of address shall be effective until ten (10) days after the date of receipt thereof. This Section shall not be construed in any way to affect or impair any waiver of notice or demand herein provided.

     27.  Force Majeure . Notwithstanding anything to the contrary contained in this Agreement, the failure or delay in performance by a party (other than the payment of money) shall be excused to the extent it is caused by an event beyond that party’s control, provided that the party prevented from or delayed in rendering performance notifies the other party immediately in writing and in detail of the commencement and nature of such cause, and provided further that such party uses its best efforts to render performance in a timely manner, utilizing to such end all resources reasonably required in the circumstances. If such event continues beyond ninety (90) days, either party may terminate this Agreement.

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     28.  Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. With respect to any litigation arising out of or relating to this Agreement, the parties agree that it shall be exclusively filed in and heard by the state or federal courts with jurisdiction to hear such suits located in Los Angeles County, California and each party hereby submits to the exclusive jurisdiction of such courts.

     29.  Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.

     30.  Severability. In the event that any provision of this Agreement shall be held to be void or unenforceable, the remaining portions shall remain in full force and effect.

     31.  Survival. Any provision of or obligation under this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any such termination or expiration, and shall continue in full force and effect. In addition, all provisions of this Agreement shall survive the termination or expiration of this Agreement to the fullest extent necessary to give the parties the full benefit of the bargain expressed herein and of the intent contemplated hereunder.

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      IN WITNESS WHEREOF, each party has executed or caused its duly authorized officer to execute this Agreement the day and year first above written.

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Exhibit A

Examples of Positioning, Size and Font of Advertisements

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