Exhibit 10.47


 


SECOND ADDENDUM TO
OVERTURE SEARCH SERVICES AGREEMENT


 


This Second Addendum (the “Second Addendum”) is effective as of January
13, 2003 (the “Second Addendum Effective Date”) and entered into by and between
Overture Services, Inc. (“Overture”), a Delaware corporation with offices at 74
North Pasadena Avenue, 3d Floor, Pasadena, CA 91103, and Yahoo! Inc. (“Yahoo”),
a Delaware corporation with offices at 701 Second Avenue, Sunnyvale, CA 94089,
in connection with the Overture Search Services Agreement effective as of May
1, 2002 and entered into by and between Overture and Yahoo, as amended by the
First Addendum to Overture Search Services Agreement effective as of October 1,
2002 (collectively referred to as the “Agreement”).


 


RECITALS


 


WHEREAS, the Agreement
provides for, among other things, the delivery by Overture and the display by
Yahoo of sponsored search results in response to search queries conducted
through Yahoo’s principal, U.S. targeted directory to the World Wide Web.


 


WHEREAS, the parties
agree to delete and modify certain exhibits, as further described herein.


 


NOW, THEREFORE, in
consideration of the mutual promises and conditions contained herein, and for
good and valuable consideration, the parties agree as follows:


 


AGREEMENT


 


1.               Capitalized terms not defined herein have
the meanings set forth in the Agreement.


 


2.     The parties acknowledge and agree that
Schedule 8.4 as filed with the Securities and Exchange Commission is hereby
deleted in its entirety.


 


 


3.     Exhibit F is deleted and replaced
with the attached Amended Exhibit F, and all references in the Agreement
to Exhibit F shall be to the Amended Exhibit F.


 


4.               Incorporation of Certain Provisions of the Agreement
by Reference.   Each party’s performance hereunder will be
subject to the provisions of Sections 12–14 and 16 of the Agreement, and those
provisions are incorporated herein by reference.  For clarity, one party’s liability to the other party under this
Second Addendum will be subject to the same liability caps set forth in Section
14 of the Agreement (i.e., this Second Addendum does not give rise to separate
and distinct liability caps in the amounts set forth in Section 14 of the
Agreement).


 


IN WITNESS WHEREOF, the parties have caused this Second Addendum to be
executed by their duly authorized representatives as of the Second Addendum
Effective Date.


 


 


	
  YAHOO! INC.

  	
   

  	
  OVERTURE SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jeff Weiner

  	
   

  	
  By:

  	
  /s/ William Demas

  
	
  Name:

  	
  Jeff Weiner

  	
   

  	
  Name:

  	
  Bill Demas

  
	
  Title:

  	
  Senior Vice President, Search and Marketplace 

  	
   

  	
  Title:

  	
  Senior Vice President & General Manager,
  Affiliate Business Group

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


EXECUTION                                                                                                                                 
CONFIDENTIAL


 


* Certain information on this page
has been omitted and filed separately with


 
the Commission. Confidential treatment has been requested with respect
to the


 
omitted portions.


 


 


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AMENDED EXHIBIT F

OVERTURE REPORTS


 


1. 
Main Monthly Reports:


 


•                  Yahoo average CPC


•                  Published site wide CPC (delivered in the report
following Overture’s quarterly announcement of this number)


•                  Yahoo Search Queries asked of Overture (number)


•                  Total Actual Clicks delivered from Yahoo (number)


[*]


 


2. 
Source of Query Reports:


For each unique source of Yahoo
Search Queries (e.g.,
“next” Yahoo Search Results Pages) that Yahoo “tags” pursuant to Section
8.4(a), Overture will provide the following reports:


 


•                  Average CPC for that source


•                  Yahoo Search Queries asked of Overture from each source (number)


•                  Total Actual Clicks delivered from Yahoo from each source (number)


 


•                  [*]


•                  Total Gross revenue earned by Yahoo from each source


•                  All of the above in a cumulative manner annually and over the Term
(totals/averages across the term, as distinct from the applicable Quarter)


 


 If Overture detects [*] Yahoo
Search Queries and Impressions as a result of the [*] information provided by
Yahoo pursuant to Section 3(a) below, then Overture will provide, upon Yahoo’s
request, the following information by source for the period specified in the
request:


 


•                  [*]


 


3. 
Yahoo Search Query, Impression and [*] Verification Information:


(a)  Yahoo will provide Overture with [*]
information [*] in a data field at the time-of-search to enable Overture to
develop its own reasonable estimates (“Estimates”) of searches performed by [*]
as a percentage of Yahoo Search Queries and Impressions pursuant to Section
8.4(e).


 


(b)         Overture is permitted to use the information provided
by Yahoo pursuant to this Exhibit (the “Yahoo Information”) and the Estimates
solely to evaluate [*] being sent pursuant to this Agreement.  As part of such evaluation, Overture may
perform testing that utilizes the Yahoo Information to improve its Estimates
[*]  Any other use of the information or
Estimates by Overture is explicitly prohibited.


 


(c)          All information disclosed under this Exhibit F will be
deemed “Confidential Information” and will be subject to the restrictions set
forth in Section 12 of the Agreement.


 


(d)  The parties agree to discuss additional
opportunities to exchange information that will mutually benefit the parties
with regard to the administration of this Agreement.


 


 


[Remainder of Page
Blank]


 


EXECUTION                                                                                                                                  CONFIDENTIAL


 


* Certain information on this page
has been omitted and filed separately with


 
the Commission. Confidential treatment has been requested with respect
to the


 
omitted portions.


 


 


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