shall pay or reimburse the Company for all taxes, duties and ----- assessments imposed on MBE or the Company in connection with the license or use of the Service by MBE under this Agreement, including without limitation all sales, use, excise and other taxes and duties, excluding only taxes based upon the Company's net income. MBE shall ---------- * Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -11- hold the Company harmless from all claims and liability arising from MBE's failure to report or pay any such taxes, duties and assessments. (g) [***]* --- (h) Independent MBE Centers. Notwithstanding any other provision of this ----------------------- Agreement, Company acknowledges and agrees that each participating MBE Center is an independently owned and operated franchise and that MBE is not responsible for any debts or acts or omissions of its franchisees. Each use by an MBE Center of the Service shall be pursuant to the terms and conditions of a Subscription Agreement and each participating MBE Center shall be responsible for paying to Company any charges incurred. Company further acknowledges that each participating MBE Center may choose to make the Service (or some portion thereof) available to customers of MBE Centers. 9. Co-Marketing Obligations. ------------------------ (a) Listings. MBE shall supply and regularly update the Listings, and the -------- Company shall include the Listings in the Company Site and shall use commercially reasonable best efforts to include such Listings on other third party web sites utilizing the Company Technology. (b) Mutual Links. During the term of this Agreement, each party will ensure ------------ that the relevant pages in each party's website will include Links to the other party's site(s). Without limiting the foregoing, and within the first