exv10w8w2w3



 






Exhibit 10.8.2.3




SECOND AMENDMENT

TO GOOGLE SERVICES AGREEMENT AND ORDER FORM



This Second Amendment to Google Services Agreement and Order Form (“Amendment Number Two”),
dated November 24, 2004 (“Amendment Effective Date”), revises the Google Services Agreement (the
“GSA”) and Google Services Agreement Order Form (the “Order Form”) executed by the Ask Jeeves UK
Partnership (and assigned to Ask Jeeves Europe Limited) (“Customer”) and Google Inc. (formerly
Google Technology Inc.) (“Google”) (each a “Party” and collectively the “Parties”) on May 15, 2003,
as amended.




Recitals



Customer and Google entered into the GSA and Order Form dated as of May 15, 2003, as amended by
that certain First Amendment to Google Services Agreement and Order Form dated as of July 26, 2004
(“Amendment Number One”) (the GSA and Order Form, as amended by Amendment Number One, collectively,
the “Services Agreement”) pursuant to which Google provides certain services (as set forth in the
Services Agreement) to Customer. The Services Agreement and this Amendment Number Two shall be
collectively referred to as the “Agreement”.



Customer and Google now desire to amend the Services Agreement through this Amendment Number Two as
set forth below in connection with Customer’s intended additional use of Google Sponsored Links on
Image Search Results Pages (as defined below) as a part of the Services.




Terms



1.      As used in the Agreement, the term “Google Sponsored Links Program” shall also be known as the
“AdSense for Search Program.”



2.      Add the following to the GSA as a new Section 1.2.2(a):



“Section 1.2.2(a)       Image Search Results Pages. Notwithstanding anything to the contrary
in the Services Agreement, during the Term and subject to this provision, Customer shall have the
right to display on Image Search Results Pages (as defined below) of the Site Google Sponsored
Links returned in response to Queries from End Users searching for images on the Web. “Image
Search Results Page” means a Web page on the Site that displays image search results that are
provided by Customer or a third party, the current form of which appears on the Site substantially
as shown in the screenshot attached as Exhibit H. Customer shall not display Google Sponsored
Links on: (x) [*] that an End User may [*] (y) [*] that [*], i.e., the [*] (“[*]”); and/or
(z)[*]. Customer agrees that the [*] shall be [*] in accordance with the terms and conditions of
this Agreement, including but not limited to, [*]. Customer shall use commercially reasonable
efforts to not send any Query input by End Users on the “Pictures” tab, or on any replacement or
successor area of the Site implemented for the display of images (“Image Search Channel”), to
Google for processing under the AdSense for Search Program that contains any [*] attached to this
Amendment Number One as Exhibit I. The parties agree that Google may [*] Exhibit I [*] , which
shall [*]. Customer will [*] to Exhibit I within [*]. In addition, Google shall have the right
[*]. Customer will [*]. In addition, Customer agrees [*]. For avoidance of doubt, as used in
this Section, the “[*]” refers to (i) [*], or (ii) [*].”



3.      Replace the second to the last sentence in Section 1.2.3 of the GSA with the following:
“Further, subject to the prohibition on filtering queries set forth in Section 1.2.1, Customer
shall make commercially reasonable efforts to [*] that (i) [*], provided that Google acknowledges
and agrees that Customer may [*]; or (ii) would [*].”



4.      Insert the following between the first and second sentences of Section 2.3 of the GSA:
“Notwithstanding anything to the contrary contained herein, Customer shall not use or display any
Google Brand Feature on or in connection with any Image Search Results Page.”



[*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.





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5.      Insert the following as a new sentence between the existing fourth and fifth sentences of
Section 5 of the GSA (“Indemnification”): “In addition, Customer will defend (or at its option
settle), indemnify and hold harmless Google and its affiliates and their respective officers,
directors, employees and agents from and against any action, loss, cost, claim, demand, liability,
or expense, including reasonable attorney’s fees, from any third party lawsuit or proceeding
brought against Google based upon a claim arising from and with respect to Customer’s use and/or
display of Google Sponsored Links on any Image Search Results Page on the Site.”



This Amendment Number Two constitutes the sole and complete understanding of the parties with
respect to its subject matter and supersedes all prior or contemporaneous communications between
the parties concerning such subject matter. Following the Amendment Two Effective Date, the
Agreement (as amended) remains in full force and effect. This Amendment Number Two may be executed
in counterparts, including facsimile counterparts, each of which will constitute an original, but
which collectively will form one and the same instrument. This Amendment Number Two will be
governed and construed according to the choice of governing and constructive law set forth in the
Services Agreement.



IN WITNESS WHEREOF, the parties have executed this Amendment Number Two by persons duly authorized
as of the date first written above.




	 	 	 
	ASK JEEVES EUROPE LIMITED

	 	GOOGLE INC.
	 
	 	 
	By: /s/ Steve Sordello

	 	By: /s/ Joan Braddi
	 

	 	 
	Name: Steve Sordello

Title: Director of Ask Jeeves Europe

Date:

	 	Name: Joan Braddi

Title: VP Search Services Google

Date:





[*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.


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EXHIBIT H—[*]




[*]




 



[*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.





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EXHIBIT I—[*]




[*]




 



[*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.





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