exh10-1.htm


    Confidential treatment has been requested for portions of this
exhibit.  The copy filed herewith omits the information subject to the
confidentiality request.  Omissions are designated as *.  A
complete version of this exhibit has been filed separately with the Securities
and Exchange Commission.

    


    AMENDMENT
7 TO GOOGLE ORDER FORM AND GOOGLE SERVICES AGREEMENT

    


    This
Amendment 7 (“Amendment
7”) is made effective as of February 1, 2010 (“Amendment 7 Effective Date”),
and entered into by and between Answers Corporation (“Customer”) and Google Inc.
(“Google”).

    


    Customer
and Google entered that certain GSA and Order Form, each effective as of January
28, 2005, each as amended by Amendments 1-5, and most recently amended by
Amendment 6, effective as of March 17, 2009 (the GSA, Order Form, Amendments
1-6, collectively, the “Agreement”), pursuant to which
Google provides certain Services (as defined in the Agreement) to
Customer.  The parties now wish to amend certain terms and conditions
of the Agreement, but in all other respects the Agreement shall continue in full
force and effect.

    


    NOW, THEREFORE, in
consideration of the mutual promises contained herein, the parties agree as
follows (for the purposes of this Amendment 7, unless otherwise defined herein,
capitalized terms used herein shall have the same meanings set forth in the
Agreement):

    


    1. Services Term. The parties
agree to renew the Agreement under the same terms and conditions (except as
modified by this Amendment 7) for an additional 2 years, from February 1, 2010
through and including January 31, 2012.  For clarity, the terms set
forth in this Amendment 7 shall be applicable as of (and not before) February 1,
2010.

    


    2. Sites.  For clarity,
the parties agree that the WebSearch Sites (and thus the sites where the Custom
Search Engine may be utilized), the AFS Sites and the AFC Sites are (a)
www.answers.com, and (b) http://wiki.answers.com/.

    


    3. AFS Revenue
Share.  The tiered schedule for determining "Customer's AFS
Revenue Share Percentage" on the cover page of the Order Form (as amended) shall
be deleted in its entirety and replaced with the following:

    


    a. If during
any calendar month of the Services Term, AFS Revenues are less than or equal to
* dollars ($*), then "Customer’s AFS Revenue Share Percentage" shall be *
percent (*%) for such calendar month;

    


    b. If during
any calendar month of the Services Term, AFS Revenues are greater than * dollars
($*) and less than or equal to * dollars ($*) then "Customer’s AFS Revenue Share
Percentage" shall be * percent (*%) for such calendar month; or

    


    c. If during
any calendar month of the Services Term, AFS Revenues are greater than * dollars
($*) then "Customer’s AFS Revenue Share Percentage" shall be * percent (*%) for
such calendar month.

    


    4. AFS Deduction. The definition
of “AFS Deduction”, and the "AFS Deduction Percentage" set forth on the cover
page of the Order Form (each, as amended), shall be deleted in their entirety
and replaced with the following:

    


    a.  “AFS
Deduction for any period during the Services Term means the sum of * percent
(*%) of AFS Revenues PLUS agency, referral and
third party advertising service provider fees incurred by Google and attributed
to AFS Ads provided during such period.

    


    5.
AFC Revenue
Shares.  The tiered schedule
for determining “Customer’s AFC Revenue Share Percentage” on the cover page of
the Order Form (as amended) shall be deleted in its entirety and replaced with
the following:

    


    a. If during
any calendar month of the Services Term, AFC Revenues are less than or equal to
* dollars ($*) then "Customer’s AFC Revenue Share Percentage" shall be * percent
(*%) for such calendar month;

    


    b. If during
any calendar month of the Services Term, AFC Revenues are greater than * dollars
($*) and less than or equal to * dollars ($*), then "Customer’s AFC Revenue
Share Percentage" shall be * percent (*%)  for such calendar month;
or

    


    c. If during
any calendar month of the Services Term, AFC Revenues are greater than * dollars
($*) then "Customer’s AFC Revenue Share Percentage" shall be * percent (*%) for
such calendar month.

    


    6. AFC Deductions. The definition
of “AFC Deduction”, and the "AFC Deduction Percentage" set forth on the cover
page of the Order Form (each, as amended), shall be deleted in their entirety
and replaced with the following:

    


    a.  “AFC
Deduction ” for any period during the Services Term means the sum of * percent
(*%) of AFC Revenues PLUS agency, referral and
third party advertising service provider fees incurred by Google and attributed
to AFC Ads provided during such period.

    


    7. Third-Party Services. 
Section 15 of the Order Form (as amended) shall be deleted in its entirety and
replaced with the following:

    


    a.           WebSearch
and AFC Services: Customer shall not implement nor display on the WebSearch or
AFC Sites or Client Applications any search and/or advertising service that is
the same as or substantially similar in nature to the WebSearch and AFC Services
made available to Customer under this Agreement. For the sake of clarity, the
obligations set forth in this Section shall not apply to *.

    


    b.           AFS
Services: If
Customer requests text based advertisements from a third party advertising
service which are the same as or substantially similar in nature to the AFS
Services made available to Customer hereunder (“Third Party Text Based Ads”),
Customer will request at least * AFS Ads, and shall display such AFS Ads on
Results Pages such that (i) *, (ii) the AFS Ads are displayed in a contiguous
block and are not interspersed with other advertisements or content, and (iii)
*. 

    


    c.           For
the sake of clarity, any other co-branding rights/obligations contained in the
Agreement are hereby deleted and are no longer of any force or
effect.


     

    8. AFC Service - Minimum RPM
Levels. Section 6.4 shall be added to the Order Form (as amended) and
shall read as follows:

    


    a. Upon
thirty (30) days prior written notice to Customer, Google may remove and/or
require Customer to remove the AFC Service from any AFC Site on which the AFC
RPM falls below * cents ($*) for the prior calendar month; provided such notice
is given within thirty (30) days after the end of such calendar
month.  For the purposes of this section, "AFC RPM" means the AFC
Revenue per thousand AFC Requests.

    


    b. Upon
prior written notice to Customer, if the overall AFC RPM (across all Sites)
falls below * ($*) in a given calendar month, the three tiers comprising
Customer's AFC Revenue Share Percentage (set forth in Section 5(a)-(c)
above) for any following calendar month, may , at Google's option, each be
permanently lowered by * (*%) (to * percent (*%), * percent (*%), and * percent
(*%), respectively).

    


    9. The terms
and conditions of the Agreement, except as amended by this Amendment 7, shall
remain in full force and effect.  This Amendment 7 may be executed in
counterparts, including facsimile counterparts.

    


    IN WITNESS WHEREOF, the
parties have executed this Amendment 7 by persons duly authorized as of the
Amendment 7 Effective Date.

    


    


    
      	
              Google:  GOOGLE
      INC.

            	
              Customer:
      ANSWERS CORPORATION

            
	
              By:
      /s/ Sanjay
      Kapoor

            	
              By:
      /s/ Robert S.
      Rosenschein

            
	
              Print
      Name: Sanjay Kapoor

            	
              Print
      Name: Robert S.
      Rosenschein

            
	
              Title:
      Sr. Director, Strategic
      Partnerships

            	
              Title:
      CEO

            
	
              Date:
      Oct. 13, 2009

            	
              Date:
      Oct. 5,
  2009

            


    

    


Confidential