TripAdvisor 2011 Annual Report Download - page 58

Table of Contents
Expedia employee benefit plans and (ii) all liabilities with respect to the employment or termination of employment of all Expedia employees,
former Expedia employees and other service providers. We will assume or retain (i) all liabilities under our employee benefit plans and (ii) all
liabilities with respect to the employment or termination of employment of all of our employees, former employees and other service providers.
Subject to the transition period through the end of 2011 with respect to benefits under the U.S. Expedia health and welfare plans and
flexible benefits plan, after the Spin-Off, we no longer participate in such Expedia employee benefit plans, but have established our own
employee benefit plans that are substantially similar to the plans sponsored by Expedia prior to the Spin-Off. Through the end of 2011, Expedia
continued to provide benefits under the U.S. Expedia health and welfare plans and flexible benefits plan to our employees located in the United
States and we bore the cost of this coverage with respect to our employees. Assets and liabilities from the Expedia Retirement Savings Plan
relating to the accounts of our employees were transferred to the comparable TripAdvisor plan as soon as practicable following the Spin-Off.
Transition Services Agreement
Under the Transition Services Agreement, Expedia provides us, on an interim, transitional basis, various services, including governmental
affairs, finance and accounting services, corporate development, legal affairs, systems support and assistance with certain human resources
functions, and such other services as to which Expedia and we mutually agree. The charges for these services will be on an hourly rate basis
agreed upon prior to the completion of the Spin-Off.
In general, the services began on the date of the completion of the Spin-Off and will continue for a period generally not expected to exceed
12 months following the Spin-Off. We may terminate the agreement with respect to one or more services upon 90 days’ prior written notice.
Commercial Agreements
Following the Spin-Off, we and Expedia continue to work together pursuant to various commercial agreements between subsidiaries of
Expedia, on the one hand, and our subsidiaries, on the other hand. The various commercial agreements have terms of up to one year.
Click-Based Advertising Agreements. Certain subsidiaries of Expedia have agreed to continue to purchase click-based advertising,
primarily in connection with the “check rates” feature on our websites, but also including textlink advertising on our websites. The pricing for
such advertising will be on a cost-per-click or revenue-share basis.
Content Sharing Arrangement. We and Expedia entered into a content license sharing arrangement whereby we and Expedia have agreed
to continue providing each other, with certain proprietary and/or user-generated content without charge. We will continue to provide certain
subsidiaries of Expedia with proprietary content, including user-generated content, primarily hotel reviews, as well as proprietary ratings and
summary statistics. Expedia will continue to provide us with proprietary content, including hotel star ratings, thumbnail images, hotel and flight
pricing and availability data.
Display-based and Other Advertising Agreements. Certain subsidiaries of Expedia have agreed to continue to purchase banner display
advertising on our websites, and vice versa. In each case, pricing is on a cost-per-thousand impressions or revenue-share basis.
The full text of the Separation Agreement, the Tax Sharing Agreement, the Employee Matters Agreement, the Transition Services
Agreement and the Master Advertising Agreement (CPC) are incorporated by reference on this Annual Report on Form 10-K as Exhibits 2.1,
10.2, 10.3, 10.4 and 10.6 (10.6 filed in redacted form pursuant to confidential treatment request), respectively.
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