exv10w14






Exhibit 10.14




MARCHEX




Advertiser/Agency Insertion Order




Advertiser Information




	 	 	 
	o New Advertiser

	 	þ Existing Advertiser
	o New Agency

	 	o Existing Agency
	 
	 	 
	Advertiser (or Agency) Name:

	 	Intelius Sales Company, LLC
	Address:

	 	500 – 108th Ave. 35th Floor, Bellevue, WA 98004
	Contact Name/Email/Phone Number:

	 	Matt Ditorrice (mditorrice@addresses.com)






Marchex Company or Companies




	 	 	 	 	 
	o Enhance Interactive, Inc.

	 	þ Marchex, Inc.
	 	þ MDNH, Inc.
	o goClick.com, Inc.

	 	o TrafficLeader, Inc.
	 	o IndustryBrains,LLC






Agreement



This Advertiser Insertion Order, together with the Universal Advertising Services Terms and Conditions (located at
http://www.marchex.com/aboutus/terms-and-conditions-universal.html or such URL as may be subsequently designated by Company), constitute two separate and legally
binding and enforceable Advertising Services(s) agreements between the Advertiser set forth above and both Marchex, Inc. and MDNH, Inc., a wholly owned subsidiary of
Marchex, Inc. (each referred to herein as “Company”). This Agreement replaces all previous advertising insertion Orders entered into between the parties relating to
the subject matter herein.




Campaign Summary




	 	 	 
	Ad Campaigns:

	 	Yellow Pages Searches; White Pages Searches; Text Links; and Area/Zip code lookups as set forth in Exhibit A.
	 
	 	 
	Term:

	 	July 1, 2007 (“Effective Date”) through December 31, 2008.
	 
	 	 
	Websites from which Advertiser
will receive searches
(“Websites”):

	 	AreaConnect.com, Yellow.com,
50States.com, Findlinks.com, WhiteYellowPages.com, PhoneNumbers.com, White Pages.net, (* * *).






(* * *) Certain information
in this agreement has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



 








 






	 	 	 
	Additional Terms:

	 	1. Termination: Advertiser
may only terminate (* * *).
	 
	 	 
	 

	 	2. Cobranding: Cobranded sites may be utilized as mutually agreed upon by the parties and as further set forth in Exhibit A.
When utilizing cobranded sites, searches sent to Advertiser will be
displayed on (* * *). Advertiser shall provide a cobranded
version of the Results Pages, which shall incorporate a mutually agreed upon layout and branding. Advertiser is responsible for
all production work, hosting and maintenance of the Results Pages.
	 
	 	 
	 

	 	3. Traffic Attribution: In
connection with cobrands as described in Section 2 above, each party shall (* * *).
	 
	 	 
	 

	 	4. Payment: Advertiser shall
maintain with Marchex, Inc., an initial deposit (* * *). Marchex, Inc. will invoice Advertiser for
this aforementioned deposit on the Effective Date. Additionally,
Advertiser (* * *).
	 
	 	 
	 

	 	5. (* * *) Placement: Within
(* * *) of the Effective Date, Intelius will be (* * *).
	 
	 	 
	 

	 	6. Banner Advertisements:
Intelius reserves the right to maintain a rotating banner advertisement of approximately (* * *).
	 
	 	 
	 

	 	Within thirty days of terminating this Agreement, Company shall refund to Advertiser the Deposits, less any payments due to
Company.






Pricing




	 	 	 
	Pricing:

	 	The pricing for each Ad campaign shall be as set forth in Exhibit A. Payment shall be made to Marchex, Inc. for those campaigns
in Exhibit A designated as “MCHX” and to MDNH, Inc. for those campaigns designated as “MDNH.” Intelius will be invoiced
accordingly to reflect the changes owing to each entity.






Payment




	 	 	 	 	 	 	 	 	 
	Method/Plan:

	 	þ Invoice
	 	o Auto Renew Service
	 	o Fixed Payment Plan
	 	o Pay-As-You-Go
	Terms:	 	Additional Ad campaign payment provisions, if any, shall be set forth in Exhibit A.






Execution



By executing this Agreement, Advertiser affirms that it fully understands and accepts all applicable terms, policies and conditions of this Agreement, and enters into
the Agreement individually with each respective Company, each Company being severally liable for its respective obligations and performance under its respective
agreement with Advertiser.




Agreed and accepted:




	 	 	 
	Authorized Advertiser Representative	 	Authorized MDNH Representative
	Name: Ed Petersen

	 	Name: Brendhan Hight
	Title: EVP Sales & Marketing

	 	Title: President
	Signature: /s/ Ed Petersen

	 	Signature: /s/ Brendhan Hight






(* * *) Certain information
in this agreement has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


 









 






	 	 	 
	Authorized Advertiser Representative	 	Authorized Marchex Representative
	Name: Ed Petersen

	 	Name: Eric Thoreson
	Title: EVP Sales & Marketing

	 	Title: VP Directory Sales
	Signature: /s/ Ed Petersen

	 	Signature: /s/ Eric Thoreson






EXHIBIT A




	 	 	 	 	 	 	 	 	 
	TYPE	 	COMPANY	 	(* * *)	 	DESCRIPTION	 	(* * *)
	YP

	 	MCHX
	 	(* * *)
	 	YP searches to
cobranded Results
Pages from Marchex
websites
	 	(* * *)
	 
	 	 	 	 	 	 	 	 
	WP

	 	MCHX
	 	(* * *)
	 	WP searches to
cobranded Results
Pages from Marchex
websites
	 	(* * *)
	 
	 	 	 	 	 	 	 	 
	Links

	 	MCHX
	 	(* * *)
	 	Background-search
links to Intelius.com
from
Whiteyellowpages.com
	 	(* * *)
	 
	 	 	 	 	 	 	 	 
	Links

	 	MCHX
	 	(* * *)
	 	Background-search
links to Intelius.com
from Yellow.com &
50states.com
	 	(* * *)
	 
	 	 	 	 	 	 	 	 
	Area/Zip Code

	 	MCHX
	 	(* * *)
	 	Area code and zip
code lookups to
cobranded Results
Pages from Marchex
websites
	 	(* * *)
	 
	 	 	 	 	 	 	 	 
	YP

	 	MDNH
	 	(* * *)
	 	YP searches to
cobranded Results
Pages from
AreaConnect.com
	 	(* * *)
	 
	 	 	 	 	 	 	 	 
	WP

	 	MDNH
	 	(* * *)
	 	WP searches to
cobranded Results
Pages from
AreaConnect.com
	 	(* * *)









	
	Advertiser will pay Company the rates set forth above based on search numbers provided by (* * *)
for each search delivered by each Company. Company agrees (* * *)





(* * *) Certain information
in this agreement has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



 









 








MARCHEX




November 30, 2007




Intelius Sales Company, LLC

ATTN: Matt Ditorrice

500 108th Ave. 25th Floor

Bellevue, WA 98004



Dear Matt:



This letter agreement refers to that certain Advertiser Information Order entered into by and among
Marchex, Inc., a Delaware corporation, having offices at 413 Pine Street, Suite 500, Seattle, WA
98101, MDNH, Inc. a wholly-owned subsidiary of Marchex (together, “Marchex”), and Intelius Sales
Company, LLC, a limited liability company (“Intelius”) having offices at 500 108th Ave.
25th Floor, Bellevue, WA 98004 and effective as of July 1, 2007 (the “Agreement”). In
connection with such Agreement, the parties acknowledge and agree that:




     1. (* * *)



     2. (* * *)



     3. (* * *)


Except as set forth in this letter agreement, all of the terms of the Agreement shall remain in
full force and effect.



IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this letter
agreement as of the date first set forth above.




	 	 	 	 	 	 	 
	Intelius Sales Company, LLC	 	Marchex, Inc.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Ed Peterson
	 	By:
	 	/s/ Eric Thoreson
	 

	 	 
	 	 	 	 
	 

	 	Name: Ed Peterson
	 	 
	 	Name: Eric Thoreson
	 

	 	Title:   EVP Sales and Marketing
	 	 
	 	Title:   VP Director Service














	 	 	 	 	 
	MDNH, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Brendhan Hight	 	 
	 

	 	 

Name: Brendhan Hight
	 	 
	 

	 	Title:   President	 	 


















(* * *) Certain information
in this agreement has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


 









 








MARCHEX




INTELIUS SALES COMPANY LLC

AMENDMENT



Reference is hereby made to that certain Advertiser Insertion Order entered into as of July 1, 2007
by and among Marchex, Inc., a Delaware corporation, having offices at 413 Pine Street, Suite 500,
Seattle, WA 98101, MDNH, Inc. a wholly-owned subsidiary of Marchex (together “Marchex”), and
Intelius Sales Company, LLC, a limited liability company having offices at 500 108th
Ave. 25th Floor Bellevue, WA 98004 (“Advertiser”), (as amended on November 30, 2007,
the “Agreement”).



This Amendment to the Agreement (“Amendment”) is entered into by and among Marchex and Advertiser
and is effective as of February 26, 2008 (“Effective Date”). Any capitalized terms herein,
but not defined, shall have the meanings ascribed to them in the Agreement.



Exhibit A to the Agreement shall be amended as follows:



1. The first and sixth rows on the Exhibit A pricing table shall be deleted in their entirety.



2. The second full paragraph of Exhibit A shall be deleted in its entirety and replaced with the
following:




     (* * *)


Except as set forth in this Amendment, all of the terms of the Agreement shall remain in full force
and effect.



IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Amendment
as of the Effective Date.




	 	 	 	 	 	 	 
	Intelius Sales Company, LLC	 	Marchex, Inc.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Ed Peterson
	 	By: 	/s/ Ethan Caldwell
	 

	 	 
	 	 	 
	 

	 	Name: Ed Peterson
	 	 	Name:	Ethan Caldwell
	 

	 	 	 	 	 	 
	 

	 	Title:   EVP Sales & Marketing
	 	 	Title:	General Counsel
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	MDNH, Inc.

	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Kurtis Sly	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	Name: Kurtis Sly	 	 	 	 
	 

	 	Title:   VP	 	 	 	 







(* * *) Certain information
in this agreement has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


 









 








INTELIUS SALES COMPANY LLC

AMENDMENT NO. 3



Reference is hereby made to that certain Advertiser Insertion Order entered into as of July 1, 2007
by and among Marchex, Inc., a Delaware corporation, having offices at 413 Pine Street, Suite 500,
Seattle, WA 98101, MDNH, Inc. a wholly-owned subsidiary of Marchex (together, “Marchex”), and
Intelius Sales Company, LLC, a limited liability company having offices at 500 108th
Ave. 25th Floor, Bellevue, WA 98004 (“Advertiser”), as amended on November 30, 2007 and
on February 26, 2009 (as amended, the “Agreement”).



This Amendment No. 3 to the Agreement (“Amendment”) is entered into by and among Marchex and
Advertiser and is effective as of December 31, 2008 (“Amendment Effective Date”). Any capitalized
terms used herein, but not defined herein, shall have the meanings ascribed to them in the
Agreement.



In connection with the Agreement, the parties acknowledge and agree as follows:



The Term field of the Agreement shall be deleted in its entirety and replaced with the following:




     July 1, 2007 (“Effective Date”) through December 31, 2009.



Paragraph 5 of the Additional Terms field of the Agreement shall be deleted in its entirety and
replaced with the following:



     5. Advertiser will pay Marchex (* * *) per White Pages Query. (* * *)



Exhibit A to the Agreement shall be amended as follows:



     The first full paragraph of Exhibit A shall be deleted in its entirety and replaced with the
following:



     Beginning on January 1, 2009, Advertiser will pay Marchex at the rates set forth above for
White Pages Queries, Links and Area/Zip Code and below for Yellow Page Queries based on
calculations provided by (* * *) for each search (or click through, as the case may be) (* * *) and
(* * *) tracking and reporting shall control calculation of the Advertiser payment obligations
hereunder; (* * *)


The second full paragraph of Exhibit A (as previously amended) shall be deleted in its entirety and
replaced with the following:




(* * *) Certain information
in this agreement has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


 









 







Advertiser will pay for each Yellow Page Query it accepts at the rate of (* * *) up to (* * *) per
month and at the rate of (* * *) thereafter. The maximum monthly cap for Yellow Pages Queries will
be (* * *)



The third full paragraph of Exhibit A shall be deleted in its entirety and replaced with the
following:



(* * *)



The following definitions shall apply to the Agreement:



(* * *)



IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Amendment
as of the Amendment Effective Date.




	 	 	 	 	 	 	 
	Intelius Sales Company, LLC	 	Marchex, Inc.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Ed Peterson
	 	By:
	 	/s/ Travis Fairchild
	 

	 	 
	 	 	 	 
	 

	 	Name: Ed Peterson
	 	 
	 	Name: Travis Fairchild
	 

	 	Title:   SVP Sales and Marketing
	 	 
	 	Title:   VP Publishing
	 
	 	 	 	 	 	 
	MDNH, Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Brendhan Hight	 	 	 	 
	 

	 	 

Name: Brendhan Hight
	 	 	 	 
	 

	 	Title:   President	 	 	 	 







(* * *) Certain information
in this agreement has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.