Exhibit 10.1
Exclusivity
Termination Agreement
This Termination Agreement (this
“Agreement”) is entered into effective as of
April 6, 2005, by and between RealSelect, Inc.
(“RealSelect”) and its parent Homestore, Inc. (together
referred to as “Homestore”), and REALTORS Ò Information Network,
Inc. (“RIN”) and its parent the National Association of
REALTORS Ò (together referred to
as “NAR”). Capitalized terms used but not defined in
this Agreement shall have the meanings as set forth in the
November 26, 1996 Operating Agreement between RIN and
RealSelect, which has been amended from time to time (as amended,
the “Operating Agreement”).
WHEREAS, pursuant to
Sections 3.2 of the Operating Agreement and Article IV of
the November 26, 1996 Joint Ownership Agreement between NAR and
Homestore, Homestore and NAR are bound to certain exclusivity
obligations with respect to the Electronic Display of Real Property
Ads and the RPA Business;
WHEREAS, the parties desire to
terminate such exclusivity obligations with the respect to Foreign
Property Listings and Commercial Property Listings (as defined
below) upon the terms and conditions set forth herein;
WHEREAS, the parties entered into
that certain Amended and Restated Agreement Regarding International
Activities dated October 31, 2001 (the “International
Agreement”);
WHEREAS, the parties desire to
terminate the International Agreement upon the terms and conditions
set forth herein;
WHEREAS, NAR and the International
Consortium of Real Estate Associations (the
“Consortium”) desire to participate together in the
aggregation and display of Foreign Property Listings, which may
also include Commercial Listings; and
WHEREAS, Homestore has requested and
NAR has agreed to provide reasonable marketing support to assist
Homestore in the promotion of a new alternative way for
REALTORS® to pay for advertising on REALTOR.com known as
pay-for-performance.
NOW, THEREFORE, for valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereby agree as follows:
1.
Release of Exclusivity Obligations . Subject to
Section 2 below, Homestore and NAR hereby release each other
from any and all Exclusivity Obligations (as defined below)
regarding the aggregation, display, distribution (on the Internet
or otherwise), exploitation and/or other activities of Foreign
Property Listings and Commercial Property Listings. Accordingly,
subject to Section 2 below, Homestore and NAR may engage,
directly or indirectly, in any business or activity related to
Foreign Property Listings or Commercial Property Listings. Such
business or activity may be independent from the
