exv10w3






Exhibit 10.3



Portions of this exhibit indicated by “***” have been omitted pursuant to the Company’s request for
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and the
omitted material has been separately filed with the Securities and Exchange Commission.




SECOND AMENDMENT

TO

AMENDED AND RESTATED PFP ADVERTISER 

DISTRIBUTION AGREEMENT




     This Second Amendment to Amended and Restated PFP Advertiser Distribution Agreement (“Second
Amendment”) is effective as of the 1st day of March, 2009 (the “Second Amendment Effective Date”)
and entered into by and between Local.com Corporation (f/k/a Interchange Corporation), a Delaware
corporation, whose principal offices are located at One Technology Drive, Building G, Irvine CA
92618 (“Local”), and Idearc Media LLC (f/k/a Idearc Media Corp., f/k/a Verizon Directories Corp.),
a Delaware corporation, with its principal place of business located at 2200 West Airfield Drive,
D/FW Airport, Texas 75261 (“Idearc”), to amend the Amended and Restated PFP Advertiser
Distribution Agreement effective as of March 1, 2007 and entered into by and between Local and
Idearc, as amended (the “Agreement”).


1. Amendments. The Agreement is hereby amended, as of the Second Amendment Effective Date,
as follows:





	 	a.	 	Addition of Fixed Fee Advertisements. Section
1(e)(Confidential Information) is amended to change the reference to “the Pay for
Performance Advertisements” to “one or more PFP Ads or Fixed Fee Ads”. Section
1(dd)(Results Pages) is amended to change the reference to “one or more Pay for
Performance Advertisements” to “one or more PFP Ads or Fixed Fee Ads”. The fourth
sentence of Section 3(f)(i)(1) and the third sentence of Section 3(f)(i)(2) are
amended to change the references to “but expressly excluding each and every PFP Ad”
to “but expressly excluding each and every PFP Ad and each and every Fixed Fee Ad”.
Section 3(f)(vi) is amended to change the references to “Pay for Performance
Advertisements” to “PFP Ads and Fixed Fee Ads”. Section 6(a)(iv) of the Agreement
is amended to change the reference to “Pay for Performance Advertisement(s)” to
“PFP Ad(s) and Fixed Fee Ad(s)” and to change the reference to “Pay for Performance
Advertisements” to “PFP Ad(s) or Fixed Fee Ad(s)”. Section 9(c) is amended to
change the reference to “Pay for Performance Advertisements” to “PFP Ads and Fixed
Fee Ads.”
	 
	 	b.	 	Definitions.






	 	i.	 	Pay Per Click Advertisements. Section 1(x)
is amended to read in its entirety as follows:
	 
	 	 	 	“Pay Per Click Advertisements” or “PPC Ads” means, collectively, (1) an
advertising product for which advertisers pay Idearc a specified amount
(“PPC Bid Amount”), pursuant to Idearc’s policies, for each Qualified Click,
and (2) an advertising product obtained by Idearc from a third party and for
which Idearc earns a specified amount for qualified clicks.







 




			
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	 	ii.	 	Search Results. Section 1(ll) is amended
to read in its entirety as follows:
	 
	 	 	 	“Search Results” shall mean the PFP Ads, Fixed Fee Ads (and such other
content as available within the then-current version of the “Superpages.com
XML API and Display Requirements” document) provided by Idearc to Local in
response to Queries, as defined above, on a Query-by-Query basis.
	 
	 	iii.	 	Additional Definitions. Section 1 is
amended to add the following definitions, as subsections (vv), (ww) (xx)
and (yy), respectively:
	 
	 	 	 	“Fixed Fee Ad” means each of, and “Fixed Fee Ads” means all of, the
advertisements (including all content contained therein), which may or may
not contain active links, for which the advertiser pays Idearc a specified
flat fee per month.
	 
	 	 	 	“LC Local Query” means each of, and “LC Local Queries” means all of, the
Local Queries initiated through a Local Hosted Search Form on the PG
Local-Owned Web Site or through a Local Hosted Search Form on an LC
Co-Branded Site or through an LC TP Search Form.






	 	c.	 	Term; Renewal. Section 2, first sentence, is amended to read
in its entirety as follows:
	 
	 	 	 	Unless sooner terminated in accordance with the terms of this Agreement, this
Agreement will commence on the Amended Effective Date and will continue until March
31, 2010 (the “Second Amendment Initial Term”), after which it will automatically
renew and extend on a month to month basis until terminated in accordance with this
Agreement (collectively, the “Term”). Either party may terminate this Agreement
after it converts to a month to month term for any reason or no reason upon sixty
(60) days prior written notice to the other party.
	 
	 	d.	 	Local’s Obligations. Section 3(f)(i)(1)(a) is amended to read
in its entirety as follows:
	 
	 	 	 	“display (to the end user who initiated such Local Query) the PFP Ads and Fixed Fee
Ads contained within Search Results resulting from such Local Query on each
applicable resulting Local Results Page of the Local.com Web Site, in accordance
with the rules set forth on Exhibit H-1 to this Agreement (the “Local.com
Results Page Display Rules”), without altering the content of the PFP Ads or the
Fixed Fee Ads, and”







 




			
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	 	e.	 	Local’s Obligations. Section 3(f)(i)(2)(a) is amended to read
in its entirety as follows:
	 
	 	 	 	“display (to the end user who initiated such Local Query) the PFP Ads and Fixed Fee
Ads (contained within Search Results provided by Idearc as a result of such Local
Query) on the Local Results Pages of the particular Local Web Site from which such
Local Query was initiated (or, to the extent such Local Query producing such PFP Ads
and/or Fixed Fee Ads was initiated on an LC Third Party Web Site, on the Local
Results Pages of the LC Co-Branded Site corresponding to such LC Third Party Web
Site), in accordance with the rules set forth on Exhibit H-2 to this
Agreement (the “LC Web Sites – Results Page Display Rules”), without altering the
content of the PFP Ads or the Fixed Fee Ads, and”
	 
	 	f.	 	Local’s Obligations. Section 3(f)(i)(2) is amended to add the
following sentence at the end thereof:
	 
	 	 	 	Local shall ensure that *** featured advertising box (labeled “Featured Sponsors” or
labeled with similar text) appears on each Local Results Page (of the applicable LC
Web Site) resulting from an LC Local Query, above the fold, and before any other
featured advertising space (the “LC First Featured Advertising Box”), provided that
the applicable third-party partner of Local permits Local to include an LC First
Featured Advertising Box on such Local Results Pages, which LC First Featured
Advertising Box will initially appear as set forth in Exhibit G (Mock-Up of
Results Page on LC Web Sites).
	 
	 	g.	 	License Grants; Covenants — Idearc. Section 4(a) is amended to
add the following sentence:
	 
	 	 	 	Notwithstanding anything to the contrary, nothing contained in this Section 4(a)
will be construed to give Local the right to (and Local shall not) display any Fixed
Fee Ad on any Local Business Detail Page or any Additional Local Page on the
Local.com Web Site or any LC Web Site (or at any other page or position of the Local
Network, except (i) in the First Featured Advertising Box in accordance with the
Local.com Results Page Display Rules and the terms and conditions of this Agreement
and (ii) in the LC First Featured Advertising Box in accordance with the LC Web
Sites – Results Page Display Rules and the terms and conditions of this Agreement).
	 
	 	h.	 	Compensation — Revenue Share. Section 6(a)(i)(1) is amended to
change the reference to “Section 6(a)(i)(2)” to “Section 6(d)”. The third sentence
of Section 6(a)(i)(1) is amended to read in its entirety as follows:
	 
	 	 	 	For purposes of this Agreement, (a) “Total Revenue”, with respect to each calendar
month, means *** of (i) all fees billed by Idearc to its Bid Program







 




			
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	 	 	 	advertisers for Qualified Clicks (occurring during such calendar month) on PPC Ads,
(ii) all fees earned by Idearc from a third party for Qualified Clicks (occurring
during such calendar month) on PPC Ads obtained by Idearc from a third party and for
which advertisers pay such third party and (iii) the PPC Equivalent Bid Amount for
each Qualified Click (occurring during such calendar month) on a PfC Ad, each to the
express exclusion of any “minimum monthly fees” or other fees due to Idearc from its
advertisers that are not applied towards PPC or PfC fees for Qualified Clicks, and
(b) “Local Revenue”, with respect to each calendar month, means *** of (i) all fees
billed by Idearc to its Bid Program advertisers for Local Qualified Clicks
(occurring during such calendar month) on PPC Ads, (ii) all fees earned by Idearc
from a third party for Local Qualified Clicks (occurring during such calendar month)
on PPC Ads obtained by Idearc from a third party and for which advertisers pay such
third party and (iii) the PPC Equivalent Bid Amount for each Local Qualified Click
(occurring during such calendar month) on a PfC Ad, each to the express exclusion of
any “minimum monthly fees” or other fees due to Idearc from its advertisers that are
not applied towards PPC or PfC fees for Local Qualified Clicks. Idearc shall not
include any ads, other than PFP Ads and Fixed Fee Ads, in Search Results provided to
Local under this Agreement, without Local’s prior written consent.
	 
	 	i.	 	Compensation – Revenue Share. The Agreement is amended to
delete Section 6(a)(i)(2) (Time and Manner of Payment) and Section 6(a)(ii)(2)(Time
and Manner of Payment) in their entirety.
	 
	 	j.	 	Compensation — Revenue Share. Section 6(a)(ii)(1) is amended
to read in its entirety as follows:
	 
	 	 	 	Amount. With respect to each calendar month of this Agreement (beginning
with March 1, 2009), Idearc will pay Local *** of the Network Revenue relating to
such calendar month (the “Network PFP Revenue Share”), in accordance with the
provisions of Section 6(d), below. For purposes of this Agreement, “Network
Revenue”, with respect to each calendar month, means *** of (i) all fees billed by
Idearc to its Bid Program advertisers for Network Qualified Clicks (occurring during
such calendar month) on PPC Ads displayed on a Network Results Page in accordance
with the terms and conditions of this Agreement, (ii) all fees received by Idearc
from a third party for Network Qualified Clicks (occurring during such calendar
month) on PPC Ads obtained by Idearc from a third party and for which advertisers
pay such third party and (iii) the PPC Equivalent Bid Amount for each Network
Qualified Click (occurring during such calendar month) on a PfC Ad displayed on a
Network Results Page in accordance with the terms and conditions of this Agreement,
each to the express exclusion of any “minimum monthly fees” or other fees due to
Idearc from its advertisers that are not applied towards PPC or PfC fees for Network
Qualified Clicks. For example, if Network Revenue







 




			
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	 	 	 	relating to May 2009 is of a total amount of ***, Idearc will pay Local ***, in
accordance with the provisions of Section 6(d), below).
	 
	 	k.	 	Compensation – Miscellaneous. The fourth sentence of Section
6(a)(iii) of the Agreement is amended to read in its entirety as follows:
	 
	 	 	 	“Local acknowledges and agrees that Idearc will receive any and all remaining
proceeds arising out of the PFP Ads and Fixed Fee Ads and the aforementioned
compensation (specified in Sections 6(a)(i)(1) and 6(a)(ii)(1)) is the sole
compensation due to Local, except as expressly set forth in Section 6(b) or any
other section of this Agreement.”
	 
	 	l.	 	Compensation – Enabled Search Fees. The Agreement is amended
to add Section 6(b), to read in its entirety as follows:
	 
	 	 	 	Enabled Search Fees.






	 	i.	 	Initial Amount; Miscellaneous. Idearc will
pay Local *** for each Enabled Search (as defined below), ***
	 
	 	ii.	 	Benchmarking Related to Fixed Fee Ads. For
the period beginning on the date on which Idearc first includes a Fixed
Fee Ad in Search Results provided to Local in response to a Local Query
through the date that is *** thereafter, Idearc shall determine (a) the
percentage of Local Queries in response to which Idearc provides Local
with Search Results that contain only Fixed Fee Ad(s) during such period
(the “Fixed Fee Only Benchmark Percentage”, (b) the percentage of Local
Queries in response to which Idearc provides Local with Search Results
that contain PFP Ad(s) and Fixed Fee Ad(s) during such period, and (c)
the percentage of Local Queries in response to which Idearc provides
Local with Search Results that contain only PFP Ad(s) during such period.
In the event that, (a) during any calendar month during the Term of this
Agreement, the percentage of Local Queries in response to which Idearc
provides Local with Search Results that contain only Fixed Fee Ad(s) is
greater than the Fixed Fee Only Benchmark Percentage plus *** (the “Fixed
Fee Threshhold Percentage”) and (b) the percentage of Local Queries in
response to which Idearc provides Local with Search Results that contain
only Fixed Fee Ad(s), over the *** period following Idearc’s receipt of
written notice from Local that the Fixed Fee Threshhold Percentage was
exceeded, is not less than or equal to the Fixed Fee Threshhold
Percentage, then Idearc and Local will renegotiate the amount of the
Enabled Search Fee and/or the Local PFP Revenue Share for Local Queries.
Idearc’s determination and calculation of the Fixed Fee Only Benchmark
Percentage, the percentage of Local Queries in response to







 




			
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5









 











	 	 	 	which Idearc provides Local with Search Results that contain only Fixed Fee
Ad(s) during any given period and the Fixed Fee Threshhold Percentage will
prevail.






	 	m.	 	Compensation – Time and Manner of Payment. The Agreement is
amended to change the heading of Section 6(d) from “Miscellaneous” to “Time and
Manner of Payment”, and to add the following, at the beginning of Section 6(d):
	 
	 	 	 	Idearc will pay ***
	 
	 	n.	 	Exclusivity. Section 9, subsections (a) and (b) are amended to
read in their entirety as follows:






	 	a.	 	***
	 
	 	b.	 	***






	 	o.	 	Termination for Convenience. Section 11(b) is amended to
replace “First Amendment Initial Term” with “Second Amendment Initial Term”.
	 
	 	p.	 	Exhibit A (Form of Monthly Usage Reports by Local). Exhibit A
is amended to read in its entirety as set forth in Schedule 1, attached hereto and
incorporated herein.
	 
	 	q.	 	Exhibit B (Form of Monthly Usage Reports by Idearc). Exhibit B
is amended to read in its entirety as set forth in Schedule 2, attached hereto and
incorporated herein.
	 
	 	r.	 	Exhibit F (Mock-Up of Results Page on Local.com Web Site).
Exhibit F is amended to read in its entirety as set forth in Schedule 3, attached
hereto and incorporated herein.
	 
	 	s.	 	Exhibit G (Mock-Up of Results Page on LC Web Sites). The
Agreement is amended to add Exhibit G, to read in its entirety as set forth in
Schedule 4, attached hereto and incorporated herein.
	 
	 	t.	 	Exhibit H (Display Rules). Exhibits H-1 and H-2 are amended to
read in their entirety as set forth in Schedules 5 and 6, respectively, attached
hereto and incorporated herein.




2. Miscellaneous. The undersigned, by their execution of this Second Amendment, represent
that they are duly authorized to enter into this Second Amendment on behalf of Idearc and Local,
respectively. This Second Amendment may be executed in one or more counterparts, any of which need
not contain the signatures of both parties, but all signed counterparts taken






 




			
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together will constitute one and the same agreement. A facsimile signature will be deemed as valid
as an original signature. All terms and conditions of the Agreement not expressly modified by this
Second Amendment will remain in full force and effect. In the case of a conflict between this
Second Amendment and the Agreement, this Second Amendment will govern and prevail. All Section
headings, titles and subtitles are in this Second Amendment for convenience of reference only, and
are to be ignored in any constructions of this Second Amendment’s provisions.






 




			
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     In Witness Whereof, the parties have executed this Second Amendment on the date(s) written
below, but effective as of the Second Amendment Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	LOCAL.COM CORPORATION	 	 	 	IDEARC MEDIA LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Printed Name:

	 	 	 	 	 	Printed Name:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 








 




			
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Schedule 1




Exhibit A




Form of Monthly Usage Reports by Local




	 	 	 
	# of Local.com Queries sent to Idearc

	 	 
	# of Timed-Out Local.com Queries
	 	 
	% of Local.com queries that are Timed-out Local.com Queries

	 	 
	# of LC Local Queries sent to Idearc
	 	 
	# of Timed-Out LC Local Queries
	 	 
	% of LC Local Queries that are Timed-Out LC Local Queries

	 	 








 




			
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Schedule 2




Exhibit B




Form of Monthly Usage Reports by Idearc




	 	 	 
	Local PFP Revenue Share	 	Month	 
	Total Local Queries

	 	 
	Coverage

	 	 
	CTR

	 	 
	Local Qualified Clicks

	 	   
	Local Revenue

	 	 
	Local PFP Revenue Share
	 	 






	 	 	 
	Network PFP Revenue Share	 	Month	 
	Network Qualified Clicks

	 	   
	 
	 	 
	Network PFP Revenue Share

	 	 






	 	 	 
	Enabled Searches	 	Month	 
	Local Query Enabled Search

	 	   
	LC Local Query Enabled Search

	 	   
	Total Enabled Searches  
	 	 
	Total Monthly Enabled Search Fee  
	 	 








 




			
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Schedule 3




Exhibit F




Mock-Up of Results Page on Local.com Web Site 






 




			
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Schedule 4




Exhibit G




Mock-Up of Results Page on LC Web Sites 






 




			
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Schedule 5




Exhibit H-1




Local.com Results Page Display Rules



For purposes of this Agreement, “Local Ads” means advertisements sold by Local’s sales force (or
the third party call center sales agents or other third party sales agents acting on behalf of
Local).



With respect to each Local Query initiated through a Search Form on the Local.com Web Site or
through a Search Engine, Local shall display the PFP Ads and Fixed Fee Ads contained within Search
Results resulting from such Local Query on each applicable resulting Local Results Page of the
Local.com Web Site, in accordance with the following rules:





	1.	 	Local shall ensure that *** featured advertising box (labeled “Featured Sponsors” or labeled
with similar text) appears on each Local Results Page (of the Local.com Web Site) resulting
from such Local Query, above the fold, and before any other featured advertising space (i.e.,
the “First Featured Advertising Box” defined above), which will initially appear as set forth
in Exhibit F (Mock-Up of Results Page on Local.com Web Site). Local shall ensure that
the First Featured Advertising Box contains a minimum of *** advertising positions.
	 
	2.	 	During the period from ***, Local shall display at least *** PFP Ads and/or Fixed Fee Ads
(contained within Search Results provided by Idearc as a result of such Local Query) in the
First Featured Advertising Box of each Local Results Page (of the Local.com Web Site)
resulting from such Local Query (unless there are not *** or more of such ads contained within
Search Results provided by Idearc as a result of such Local Query, in which event Local shall
display as many such ads as are contained within such Search Results in such First Featured
Advertising Box and may display Local Ads and advertisements or content from a third party in
the remaining positions of such First Featured Advertising Box).
	 
	3.	 	From *** through the remainder of the Term of this Agreement, Local shall display at least
*** PFP Ads and/or Fixed Fee Ads (contained within Search Results provided by Idearc as a
result of such Local Query), the first *** of which Local shall display in the *** advertising
positions, in the First Featured Advertising Box of each Local Results Page (of the Local.com
Web Site) resulting from such Local Query (unless there are not *** or more such ads contained
within Search Results provided by Idearc as a result of such Local Query, in which event Local
shall display any such ad provided by Idearc in the first/top advertising position in such
First Featured Advertising Box and Local may display Local Ads and advertisements or content
from a third party in the remaining positions of such First Featured Advertising Box). For
purposes of this Agreement, ***
	 
	4.	 	In addition, if at any time, there are not enough Local Ads appropriate to the First Featured
Advertising Box on Local Results Pages of the Local.com Web Site resulting from such







 




			
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15









 












	 	 	Local Query to fill the number of advertising positions remaining in the First Featured Advertising
Box on such Local Results Pages (after accommodating the PFP Ad/Fixed Fee Ad placements
described in Sections 2 and 3, as applicable, of this Exhibit H-1 and without repeating any
Local Ad in any First Featured Advertising Box) (such remaining advertising positions, the
“FFA Backfill Positions”), then Local shall display PFP Ads and/or Fixed Fee Ads (contained
within Search Results provided by Idearc as a result of such Local Query) in the First
Featured Advertising Box (of each Local Results Page of the Local.com Web Site resulting from
such Local Query) in an amount necessary to fill all FFA Backfill Positions (unless there are
not enough PFP Ads and Fixed Fee Ads contained within Search Results provided by Idearc as a
result of such Local Query to fill all FFA Backfill Positions, in which case Local shall
display the number of such PFP Ads and Fixed Fee Ads remaining (after accommodating the PFP
Ad/Fixed Fee Ad placements described in Sections 2 and 3, as applicable, of this Exhibit H-1)
in the First Featured Advertising Box (of each Local Results Page of the Local.com Web Site
resulting from such Local Query), and Local may display Local Ads and advertisements or
content from any third parties in the remaining FFA Backfill Positions (after accommodating,
and below, the PFP Ads and Fixed Fee Ads that Local is obligated to display under this Section
4 of this Exhibit H-1) in the First Featured Advertising Box (of each Local Results Page of
the Local.com Web Site resulting from such Local Query)) ***.
	 
	5.	 	In addition, Local may, at Local’s option, display PFP Ads (contained within Search Results
provided by Idearc as a result of such Local Query) only in such additional position(s) (on
Local Results Pages of the Local.com Web Site resulting from such Local Query), if any, as
Idearc may approve in writing and in advance, in its sole discretion from time to time during
the Term of this Agreement. Notwithstanding anything to the contrary, except with respect to
Local’s obligations under Sections 1, 2, 3 and 4 of this Exhibit H-1, in no event shall Local
display any PFP Ad at any position on any Local Results Page of the Local.com Web Site without
the prior written approval of Idearc.
	 
	6.	 	Notwithstanding anything to the contrary, with respect to each Local Results Page (of the
Local.com Web Site) resulting from such Local Query, Local shall display the PFP Ads and Fixed
Fee Ads (contained within Search Results provided by Idearc as a result of such Local Query)
it is obligated or permitted to display under this Agreement, in the order, format and manner
provided by Idearc (i.e., with respect to the order of placement on each Local Results Page
(of the Local.com Web Site) resulting from such Local Query, even if the PFP Ads and Fixed Fee
Ads are displayed along with search results from sources other than the PFP Service, Local
shall ensure that the first PFP Ad or Fixed Fee Ad on such Local Results Page is the first ad
(which is not filtered out by Local as provided in this Section 6 of this Exhibit H-1, whether
a PFP Ad or a Fixed Fee Ad) provided by Idearc in response to the Local Query generating such
Local Results Page







 




			
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16







 








	 	 	(although not necessarily the first advertisement appearing on such Local
Results Page) and that the second ad (if any, whether a PFP Ad or Fixed Fee Ad) on such Local
Results Page is the second ad (which is not filtered out by
Local as provided in this Section 6 of this Exhibit H-1, whether a PFP Ad or Fixed Fee Ad)
provided by Idearc in response to the Local Query generating such Local Results Page (although
not necessarily the second advertisement appearing on such Local Results Page), etc., regardless
of whether or not any of the PFP Ads or Fixed Fee Ads that are displayed are displayed in a
featured advertising box or otherwise) or as otherwise reasonably requested by Idearc. With
respect to such Local Query, Local may “filter out” and not display PFP Ads (contained within
Search Results provided by Idearc as a result of such Local Query) which do not have at least
one of the following XML address elements: city, state, zip code. If a PFP Ad includes at
least one of these elements, Local shall not “filter out” such PFP Ad from the Search Results in
which such PFP Ad is contained. Notwithstanding the foregoing, with respect to each Local Query
initiated through a Search Engine of a Search Engine Partner, Local may “filter out” and not
display PFP Ads (contained within Search Results provided by Idearc as a result of such Local
Query) which do not have an element that such Search Engine Partner requires to be displayed.
	 
	7.	 	Notwithstanding anything to the contrary, with respect to each Local Query initiated through
a Search Form on the Local.com Web Site or through a Search Engine, Local shall not display
any PFP Ad or Fixed Fee Ad contained within Search Results resulting from such Local Query on
any single resulting Local Results Page more than one time, without the prior written consent
of Idearc.







 




			
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Schedule 6




Exhibit H-2




LC Web Sites – Results Page Display Rules



With respect to each LC Local Query, Local shall display the PFP Ads and Fixed Fee Ads contained
within Search Results resulting from such LC Local Query on each applicable resulting Local Results
Page of the applicable LC Web Site (as specified in Section 3(f)(i)(2) of this Agreement), in
accordance with the following rules:





	1.	 	Local shall ensure that *** featured advertising box (labeled “Featured Sponsors” or labeled
with similar text) appears on each Local Results Page (of the applicable LC Web Site)
resulting from such LC Local Query, above the fold, and before any other featured advertising
space (i.e., the “LC First Featured Advertising Box” defined above), provided that the
applicable third-party partner of Local permits Local to include an LC First Featured
Advertising Box on such Local Results Pages, which LC First Featured Advertising Box will
initially appear as set forth in Exhibit G (Mock-Up of Results Page on LC Web
Sites). Local shall ensure that the LC First Featured Advertising Box contains a minimum
of *** advertising positions.
	 
	2.	 	During the period from *** through the remainder of the Term of this Agreement, Local shall
display at least *** PFP Ads and/or Fixed Fee Ads (contained within Search Results provided by
Idearc as a result of such LC Local Query) in the LC First Featured Advertising Box of each
Local Results Page (of the applicable LC Web Site) resulting from such LC Local Query (unless
there are not *** or more of such ads contained within Search Results provided by Idearc as a
result of such LC Local Query, in which event Local shall display any such ad provided by
Idearc in such LC First Featured Advertising Box and Local may display Local Ads and
advertisements or content from a third party in the remaining positions of such LC First
Featured Advertising Box). ***
	 
	3.	 	In addition, if at any time, there are not enough Local Ads appropriate to the LC First
Featured Advertising Box on Local Results Pages (of the applicable LC Web Site) resulting from
such LC Local Query to fill the number of advertising positions remaining in the LC First
Featured Advertising Box on such Local Results Pages (after accommodating the PFP Ad/Fixed Fee
Ad placements described in Section 2 of this Exhibit H-2 and without repeating any Local Ad in
any LC First Featured Advertising Box) (such remaining advertising positions, the “LC FFA
Backfill Positions”), then Local shall display PFP Ads and/or Fixed Fee Ads (contained within
Search Results provided by Idearc as a result of such LC Local Query) in the LC First Featured
Advertising Box (of each Local Results Page of the LC Web Site resulting from such LC Local
Query) in an amount necessary to fill all LC FFA Backfill Positions (unless there are not
enough PFP Ads and Fixed Fee Ads contained within Search Results provided by Idearc as a
result of such LC Local Query to fill all LC FFA Backfill Positions, in which case Local shall
display the number of such PFP Ads and
Fixed Fee Ads remaining (after accommodating the PFP Ad/Fixed Fee Ad placements







 




			
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	 	 	described in
Section 2 of this Exhibit H-2) in the LC First Featured Advertising Box (of each Local Results
Page of the LC Web Site resulting from such LC Local Query), and Local may display Local Ads and
advertisements or content from a third party in the remaining LC FFA Backfill Positions (after
accommodating, and below, the PFP Ads and Fixed Fee Ads that Local is obligated to display under
this Section 3 of this Exhibit H-2) in the LC First Featured Advertising Box (of each Local
Results Page of the LC Web Site resulting from such LC Local Query)) ***.
	 
	4.	 	At Local’s option, Local may display *** or more of the PFP Ads (contained within Search
Results provided by Idearc as a result of such LC Local Query) only in such additional
position(s) (on the Local Results Pages of the applicable LC Web Site, as specified in Section
3(f)(i)(2) of this Agreement), if any, as Idearc may approve in writing and in advance, in its
sole discretion from time to time during the Term of this Agreement.
	 
	5.	 	Notwithstanding anything to the contrary, with respect to each Local Results Page (of the
applicable LC Web Site) resulting from such LC Local Query, Local shall display the PFP Ads
and Fixed Fee Ads (contained within Search Results provided by Idearc as a result of such LC
Local Query) in the order, format and manner provided by Idearc (i.e., with respect to the
order of placement on each Local Results Page (of the applicable LC Web Site) resulting from
such LC Local Query, even if the PFP Ads and Fixed Fee Ads are displayed along with search
results from sources other than the PFP Service, Local shall ensure that the first PFP Ad or
Fixed Fee Ad on such Local Results Page is the first ad (which is not filtered out by Local as
provided in this Section 5 of this Exhibit H-2, whether a PFP Ad or a Fixed Fee Ad) provided
by Idearc in response to the LC Local Query generating such Local Results Page (although not
necessarily the first advertisement appearing on such Local Results Page) and that the second
ad (if any, whether a PFP Ad or Fixed Fee Ad) on such Local Results Page is the second ad
(which is not filtered out by Local as provided in this Section 5 of this Exhibit H-2, whether
a PFP Ad or Fixed Fee Ad) provided by Idearc in response to the LC Local Query generating such
Local Results Page (although not necessarily the second advertisement appearing on such Local
Results Page), etc., regardless of whether or not any of the PFP Ads or Fixed Fee Ads that are
displayed are displayed in a featured advertising box or otherwise) or as otherwise reasonably
requested by Idearc. With respect to such LC Local Query, Local may “filter out” and not
display PFP Ads (contained within Search Results provided by Idearc as a result of such LC
Local Query) which do not have at least one of the following XML address elements: city,
state, zip code. If a PFP Ad includes at least one of these elements, Local shall not “filter
out” such PFP Ad from the Search Results in which such PFP Ad is contained.
	 
	6.	 	Notwithstanding anything to the contrary, except with respect to Local’s obligations under
Sections (1), (2) and (3) of this Exhibit H-2, in no event shall Local display any PFP Ad at
any position on any Local Results Page of any LC Web Site without the prior written approval
of Idearc.







 




			
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	7.	 	Notwithstanding anything to the contrary, with respect to each LC Local Query, Local shall
not display any PFP Ad or Fixed Fee Ad contained within Search Results resulting from such LC
Local Query on any single resulting Local Results Page more than one time, without the prior
written consent of Idearc.







 




			
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