exv10w15



 









	 	 	 	 	 	 	 	 	 	 	 
	Limelight Networks, Inc.	 	 	 	Microsoft Corporation	 	 
	2220 West 14th Street	 	 	 	One Microsoft Way	 	 
	Tempe, AZ 85281	 	 	 	Redmond, WA 98052	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature:
	 	/s/ Jeffrey W. Lunsford	 	 	 	Signature:	 	/s/ Kevin Johnson	 	 
	 
	 	 	 	 	 	 	 	 
	Printed Name: Jeffrey W. Lunsford	 	 	 	Printed Name: Kevin Johnson	 	 
	Title: CEO	 	 	 	Title: President, Platforms and
Services Division	 	 
	Date: 3/20/07	 	 	 	Date: 3/9/07	 	 






 
Confidential







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Contents of this Document




Edge Computing Network Service and License Agreement




					
	 
	Exhibit A-1
	 	Microsoft Edge Computing Network Specifications
	 	2(a), 2(b)3
	Exhibit A-2
	 	Microsoft Responsibility in ECN Node Readiness
	 	2(b)4
	Exhibit B-1
	 	Microsoft Edge Computing Network Support Services
	 	 2(c), 2(f)
	Exhibit B-2
	 	Microsoft Edge Computing Professional Services
	 	2(e),2(j)
	Exhibit C-1
	 	Limelight Software Inventory
	 	3(a)
	Exhibit C-2
	 	Limelight Know-How and Trade Secrets
	 	3(a),11(b)
	Exhibit C-3
	 	Limelight Software Specification Definition
	 	3(a)
	Exhibit D
	 	Form Co-Location Agreement
	 	2(a)2
	Exhibit E
	 	Form Of [*] ECN Node Readiness Certificate
	 	2(b)2
	Exhibit F
	 	Criteria For Determining ECN Node Readiness
	 	2(b)2
	Exhibit G
	 	Press Release
	 	21(i)






Edge Computing Network Service and License Agreement






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EXHIBIT A-1




[*] EDGE COMPUTING NETWORK SPECIFICATIONS




The edge computing network is an [*] consisting of individual [*] ECN Nodes connected to each
other, and the Internet, which provides an [*] of services, capacity, and connectivity. Each [*]
ECN Node will deliver the following services: large file download, small object/file caching, large
object/file caching, network storage, live and on-demand streaming, path /hostname resolution,
secure content delivery (SSL/HTTPS), infrastructure management (logging, billing, monitoring,
alerting, ticketing, replication, [*]), and dynamic computational services. Each [*] ECN Node will
be constructed and operated based on Limelight’s content delivery network architecture and the
Limelight Software, with additional functionality as provided by Microsoft.



Each [*] ECN Node will comprise the following major components which provide the ECN functionality:




	 	i)	 	[*] ECN Node equipment infrastructure (servers, switches, routers, and miscellaneous)
will be procured and owned by Microsoft and based on specifications recommended by
Limelight
	 
	 	ii)	 	[*] ECN Node space and power procured by Microsoft
	 
	 	iii)	 	Network facilities [*] and [*] (including [*], if applicable) providing [*] on
specifications recommended by Limelight and jointly agreed between Limelight and
Microsoft;
	 
	 	iv)	 	The Limelight Software hosted within the equipment infrastructure as per (i) above
	 
	 	v)	 	Microsoft Edge Computing Services running on Microsoft owned hardware, using Microsoft
public and proprietary software;





which, taken together will yield an operational, Microsoft Edge Computing Network which will
operate in compliance with the specifications in this exhibit.



Microsoft and Limelight will mutually agree on the scale (traffic, storage, streams, etc) of each
service (small object/file caching, streaming, etc) within each [*] ECN Node, and use agreed upon
[*] ECN Node Acceptance Criteria (set forth in Exhibit F) to assure the [*] ECN Node is operating
at required levels.



Limelight shall (i) monitor each [*] ECN Node for all parameters that Limelight uses to monitor the
existing Limelight content delivery network and hosted servers within their nodes, and (ii) provide
Microsoft with (A) monitoring test results, (B) ongoing monitoring operational results and (C)
recommended actions based on those test results.



Microsoft has selected the first Edge Node site to be [*] an existing Microsoft Data Center or
co-location nearby on the metro ring. Within four weeks of the Effective Date, Microsoft and
Limelight will collaborate to develop an appropriate list of cities with deployment dates noting
Microsoft’s prioritization and appropriate site selection criteria based on Limelight’s experience.



Timeline: [*].






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EXHIBIT A-2




MICROSOFT RESPONSIBILITY IN ECN NODE READINESS




Both parties agree that this list of responsibilities will evolve in accordance with Section
2(b)(4) of the Agreement.



Microsoft has [*] prior to [*] ECN Node activation to provide the responsibilities listed below.



[*] ECN Node Location





	 	•	 	Microsoft/Limelight to cooperate in identifying the [*] ECN Node locations
	 
	 	•	 	Microsoft will provide required access to ECN network hardware and devices so Limelight
can effectively install and manage the [*] ECN Node until [*] ECN Node acceptance
	 
	 	•	 	Microsoft will provide Limelight 24/7/365 contact information for all support and
service issues and escalation path/contact and contact process
	 
	 	•	 	DC Power Systems






	 	•	 	N+1 redundancy in all power systems
	 
	 	•	 	48 volt DC power with 1500 — 3000 amps of available power
	 
	 	•	 	Redundant “A” and “B” circuits
	 
	 	•	 	Two hours battery backup at full load






	 	•	 	AC Power Systems






	 	•	 	N+1 redundancy in all power systems
	 
	 	•	 	Parallel redundant Uninterruptible Power Sources (UPS)
	 
	 	•	 	48-hour backup at full load with power generator






	 	•	 	Environmental Control






	 	•	 	Equipped with High Capacity HVAC systems
	 
	 	•	 	Co-location environment maintained at optimal temperature and humidity levels for equipment
	 
	 	•	 	24/7/365 HVAC emergency service by certified contactors






	 	•	 	Contracted scheduled and preventative maintenance with certified HVAC contractors
	 
	 	•	 	Fire Protection






	 	•	 	Smoke and high temperature detection and alarm system
	 
	 	•	 	24/7/365 NOC alerted before temperatures get to danger levels
	 
	 	•	 	Concrete floors and fireproof walls protect datacenter in case of fire in surrounding
	 
	 	•	 	Zone alerts fire extinguishing mechanism.





[*] ECN Node Networking





	 	•	 	Nodes should be located in a Microsoft facility or carrier-neutral co-locations in
major metropolitan areas around the world.
	 
	 	•	 	Each metro area contains a single logical routing core comprised of redundant routers
	 
	 	•	 	At minimum there should be redundant connections to the Internet and at least one
connection into a Limelight facility (where applicable) and a backbone connection into
another city [*] ECN Node location
	 
	 	•	 	Co-locations within each metro area should be connected together via local fiber rings.
	 
	 	•	 	Microsoft/Limelight to identify the desired capacity requirements on a per node basis
for each [*] ECN Node
	 
	 	•	 	Microsoft will assure the appropriate level of egress peering and transit capacity
exists at each [*] ECN Node, and for all cross connections within each [*] ECN Node,
through existing Microsoft networks and / or additional peering agreements.
	 
	 	•	 	Microsoft should maintain a single ECN ASN on a global basis.
	 
	 	 	 	(A global ASN is necessary to function with the CDN technology from Limelight. For
optimized delivery it is best to have consistent routing with our proprietary routing
architecture).







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EXHIBIT B-1




MICROSOFT EDGE COMPUTING NETWORK SUPPORT SERVICES




Standard Operating Procedure for Production Support —





	 	•	 	Limelight will manage a 24x7x365 Tier 1 operations center for the [*] ECN Node with
24x7x365 Tier 2 and 24x7x365 On-call Tier 3 support.
	 
	 	•	 	Tier 1 is defined as customer/property facing support. The agent must have sufficient
technical skills to assess the customer problem, triage, and log, escalate and solve to
completion [*] of the Tier 1 call volume at first touch. Tier 1 should identify themselves
as “[*] ECN”
	 
	 	•	 	Tier 2 is defined as Operational Support Services, including but not limited to Network
Operation, Application Operations, and Hardware Operations. Tier 2 shall respond to all
logs from Tier 1 within the OLAs (Operational Service Levels) defined in documentation that
Limelight will provide Microsoft prior to the First [*] ECN Node is operational, and drive
[*] closure to all open logs, and escalate to Tier 3 when all support options are exhausted
within the time period defined in the operation level agreement (OLA). Tier 2 is
responsible for identifying and managing RCA’s (Root Cause Analysis) for all problems
escalated to Tier 3, and for similar problems re-occurring more than
four times in a [ * ] period.
	 
	 	•	 	Tier 3 refers to architectural, engineering and development support necessary to
maintain the system. Tier 3 shall operate within the OLA.
	 
	 	•	 	Prioritizing alerts and issues — Issues will be classified in 3 priority levels —






	 	1.	 	High — e.g. user impact, property outages, significant
revenue loss, and property is not rendering, network outage, latency
	 
	 	2.	 	Medium — e.g. Server/service outages not directly
impacting performance and availability of the live sites
	 
	 	3.	 	Low — e.g. Non critical server/service outages






	 	•	 	Priority Level: The default priority of an alert/ticket is Medium, but property TSGs or
a Tier 1 Lead at his/her discretion can change this priority with documentation of
justification for escalation.
	 
	 	•	 	Communication Procedures — Any alerts and changes affecting live site operations will
be communicated to concerned Microsoft properties and the [*] ECN Node operations staff
based on documented procedures
	 
	 	•	 	Escalation procedures






	 	1.	 	All handoffs between tiers will be documented and
confirmed
	 
	 	2.	 	All Technical Support Guides (TSG), Handoff procedures,
troubleshooting steps will be documented and exchanged with Microsoft.





Limelight to provide the following documentation before operations of any [*] ECN Node is
transitioned to Microsoft





	 	•	 	Operations Guide






	 	•	 	Service offerings Definitions
	 
	 	•	 	Define roles and responsibilities
	 
	 	•	 	Define current customer SLAs and internal OLAs and process/tools to ensure they are met
	 
	 	•	 	On-boarding process of customers
	 
	 	•	 	Customer communication and escalation procedures
	 
	 	•	 	Process engineering flow (flowchart or step-by-step)
	 
	 	•	 	Knowledge Base articles and documentation
	 
	 	•	 	Security and Systems settings
	 
	 	•	 	Procedures for implementing technology with links to TSG’s





The documentation Limelight provides Microsoft shall fully address and answer the following:




	 	•	 	Definition of day-to-day tasks for each role involved in support of the technology






	 	•	 	What is the process to install the technology?
	 
	 	•	 	What events should be monitored?
	 
	 	•	 	What events would be seen on clients?







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	 	•	 	What security issues should the operations team be aware off?
	 
	 	•	 	What kind of response time (SLA) is signed for each activity
	 
	 	•	 	Who is responsible for troubleshooting the servers?
	 
	 	•	 	What are the troubleshooting steps to be taken to manage the servers
	 
	 	•	 	Where are the TSGs to manage the servers located?
	 
	 	•	 	At what point would a Service Request (SR) be distinguished from a client issue as
opposed to server issue?
	 
	 	•	 	Who would make that distinction? What are the troubleshooting steps to arrive at
that conclusion
	 
	 	•	 	When should an issue be escalated from Tier 1 to Tier 2 to Tier 3?
	 
	 	•	 	When should an issue be escalated to Security team(s) or Test or Development?
	 
	 	•	 	During the escalation process who would be responsible for customer communication






	 	•	 	Monitoring






	 	•	 	What are the different applications and server functions that are monitored?
	 
	 	•	 	How are they monitored?
	 
	 	•	 	What are the thresholds and watermarks?
	 
	 	•	 	How do you know that monitoring is working? (i.e. what systems are in place to
monitor the monitoring systems — or is it irrelevant by design?)
	 
	 	•	 	How is the availability of the service determined?
	 
	 	•	 	What metrics are key to “availability” of this service? & how can they be gathered?
	 
	 	•	 	Estimate of how many alarms/events will be seen by the Tier 1 and 2 teams?






	 	•	 	Logging






	 	•	 	What data has been logged?
	 
	 	•	 	What tools are used to reduce and analyze logs?
	 
	 	•	 	What processes are used to respond to demands from law enforcement and regulatory
bodies?






	 	•	 	Backups and Disaster Recovery






	 	•	 	Is Disaster Recovery a concern for this service and how is the risk managed?
	 
	 	•	 	What are the recovery points for this service?
	 
	 	•	 	What are the recovery thresholds for data, latency, and uptime? (i.e. what is the tolerance?)
	 
	 	•	 	What needs to be backed up?
	 
	 	•	 	How is a restore and return to normal operations validated?






	 	•	 	Handoff documentation (to enable operational support to be handed off to Microsoft
before the end of [*])






	 	•	 	Project Plan
	 
	 	•	 	Description of Deliverables / Customer requirements
	 
	 	•	 	Engineering Design Documentation Acceptance
	 
	 	•	 	Design drawings with formal design review
	 
	 	•	 	Test Plan and Final Analysis report
	 
	 	•	 	Risks / Impact Analysis
	 
	 	•	 	Security Design Documentation and acceptance
	 
	 	•	 	Interdependencies among departments and teams
	 
	 	•	 	Systems Configurations and ACLs
	 
	 	•	 	Definitions/Acronyms
	 
	 	•	 	Automated Alarming / Monitoring
	 
	 	•	 	List of all hosted Microsoft sites, customers, and contact points
	 
	 	•	 	Customer SLAs
	 
	 	•	 	Server Names: Location, Quantity, naming convention, function
	 
	 	•	 	Domain names, Organizational Units, Accounts
	 
	 	•	 	Ownership of the all servers and/or services with customers and SLA details
	 
	 	•	 	Maintenance Contract (High level)
	 
	 	•	 	Project Deliverables Checklist







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	 	•	 	Software Design Documents as specified in Exhibit C-3
	 
	 	•	 	List of unresolved defects including reproduction instructions, other analyses, and
engineering notes describing possible solutions







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EXHIBIT B-2




MICROSOFT EDGE COMPUTING PROFESSIONAL SERVICES




Limelight Consulting Services: Engagement Management, Project Management, CDN Architecture and
Design Consulting, Network and Systems Consulting, and Limelight Executive Management Consulting.
Microsoft will provide Limelight’s program management staff onsite and remote access to Microsoft’s
operation, platform and networking staff in Redmond.



Limelight Software Development Services: Software Project Management, Software Design, Software
Development and Quality Assurance. Software development services means the development of software
functionality that was not in Limelight’s original specifications or on a schedule that was not
Limelight’s original schedule (i.e., either more/different software function than planned or
delivery on a schedule other than planned).



Limelight Deployment Services: [*] ECN Node initial configuration and deployment, CDN server
configuration and deployment.



At Microsoft’s election, Limelight will meet and discuss the number of hours of Professional
Services used with the objective of helping ensure that all [*] ECN Nodes will be deployed without
the need for any Additional Professional Services Payment, and the Parties will use good faith
efforts to adjust staffing for Professional Services to meet that goal and the objectives of this
Agreement.



Total Hours and Hourly Rates for Professional Services:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Hourly	 	Total
	Category	 	Title	 	Total Hours	 	Rate	 	Value/Category
	Engagement Management

	 	GPM
	 	[*]
	 	[*]
	 	[*]
	Project Management

	 	PM
	 	[*]
	 	[*]
	 	[*]
	CDN Architecture

	 	Architect
	 	[*]
	 	[*]
	 	[*]
	Network Engineering

	 	NW Eng
	 	[*]
	 	[*]
	 	[*]
	Software Program Management

	 	PM
	 	[*]
	 	[*]
	 	[*]
	Software Design

	 	Prod Mgr
	 	[*]
	 	[*]
	 	[*]
	Software Development

	 	Dev
	 	[*]
	 	[*]
	 	[*]
	Quality Assurance

	 	Test
	 	[*]
	 	[*]
	 	[*]
	Deployment

	 	PM
	 	[*]
	 	[*]
	 	[*]
	Executive Management

	 	Management
	 	[*]
	 	[*]
	 	[*]
	TOTAL PROFESSIONAL 

SERVICES HOURS AND VALUE

	 	 	 	[*]
	 	 	 	[*]








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EXHIBIT C-1




LIMELIGHT SOFTWARE INVENTORY




Limelight-Proprietary Modules and Programs:


[*]

[*]



[*]

[*]

[*]



[*]

[*]

[*]

[*]



[*]



[*]

[*]



[*]




Modified Versions of Open Source Software Licensed Pursuant to the [*]:


[*]

[*]

[*]




Modified Versions of Open Source Software Licensed Pursuant to the [*]:


[*]




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EXHIBIT C-2




LIMELIGHT KNOW-HOW AND TRADE SECRETS





	 	•	 	Methods for adapting a [*]
	 
	 	•	 	Techniques for managing the [*]
	 
	 	•	 	Methods of exploiting the [*]
	 
	 	•	 	Methods and techniques for [*]
	 
	 	•	 	Methods and techniques for [*]





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EXHIBIT C-3




LIMELIGHT SOFTWARE SPECIFICATION DEFINITION




Software Specifications include, but are not limited to:




	 	•	 	System designs (conceptual, logical, physical)
	 
	 	•	 	Functional specifications for systems, subsystems, components, and object
	 
	 	•	 	Database schema
	 
	 	•	 	File format definitions
	 
	 	•	 	Network protocol specifications
	 
	 	•	 	API specifications for exposed and/or architected interfaces
	 
	 	•	 	Data flow diagrams
	 
	 	•	 	Network diagrams
	 
	 	•	 	Monitoring procedures and processes
	 
	 	•	 	Test definitions (unit, functional, system, performance, stress) and expected outcomes





Software Construction Specifications include, but are not limited to:




	 	•	 	Identification of compilers, linkers, source code management tools, etc.
	 
	 	•	 	Software specifications for any custom software construction tools (e.g. build
automation tools, build verification tools, test automation infrastructure)
	 
	 	•	 	Descriptions of software construction workflow and processes
	 
	 	•	 	Descriptions of test and validation workflow and processes





Tasks Microsoft will perform in its evaluation of Limelight Software may include (and are not
limited to):




	 	•	 	Construct Limelight Software in accordance with Software Construction Specifications.
Any instance of software which cannot be so constructed shall constitute a Software Error.
	 
	 	•	 	Compare constructed binaries to binaries delivered by Limelight. Any discrepancy which
cannot be shown to be irrelevant to the operation of the software (such as a
time-of-compilation timestamp) shall constitute a Software Error.
	 
	 	•	 	Compare test definitions against the test code supplied by Limelight. Any defined test
for which no test code or documented test procedure was provided shall constitute a
Software Error.
	 
	 	•	 	Compare test definitions against Software Specifications. Any requirement or functional
specification for which no test definitions were provided shall constitute a Software
Error.
	 
	 	•	 	Execute/perform all supplied tests in accordance with Software Construction
Specifications. Any test for which actual results do not match the defined expected results
shall constitute a Software Error.





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EXHIBIT D




FORM CO-LOCATION AGREEMENT




This Co-location Agreement (the “Agreement”) is made between [Microsoft Entity] (“Customer”) and
Limelight Networks, Inc., a Delaware corporation (“Limelight”) and consists of (i) these terms and
conditions and (ii) Exhibits A, B, C, D, E, F, G, H and I. This Agreement may be executed by
facsimile and/or in multiple counterparts. Once executed by both parties, this Agreement is
effective as of the Effective Date shown below. In the event of conflict between this Agreement and
Exhibit D herein Exhibit D shall take precedent. Limelight and Customer both consent, and agree to
accept, the use of electronic signatures as valid under this Agreement. Furthermore, Limelight and
Customer agree that an electronic signature will be considered of identical weight to a handwritten
signature.



	 	 	 	 	 
	[MICROSOFT ENTITY]

	 	 
	 	Limelight Networks, Inc.
	 
	 	 	 	 
	Authorized Signature

	 	 	 	Authorized Signature
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	(Print name)

	 	 	 	(Print name)
	 
	 	 	 	 
	 

	 	 	 	 
	Title

	 	 	 	Title
	 
	 	 	 	 
	 

	 	 	 	 
	
Address:

	 	 	 	
Address:
	 
	 	 	 	 
	Telephone:

	 	 	 	Telephone:
	Facsimile:

	 	 	 	Facsimile:






Effective Date:




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	1.	 	Provision of Services	 	 	7	 
	 

	 	1.1.	 	Service Charges and Billing
	 	 	7	 
	 

	 	1.2.	 	Initial Payment
	 	 	7	 
	 

	 	1.3.	 	Recurring Charges
	 	 	7	 
	 

	 	1.4.	 	Additional works / Services
	 	 	7	 
	 

	 	1.5.	 	Payment
	 	 	7	 
	2.	 	Co-location	 	 	8	 
	 

	 	2.1.	 	Use of Space
	 	 	8	 
	 

	 	2.2.	 	Hours of Operation
	 	 	8	 
	 

	 	2.3.	 	Customer Equipment
	 	 	8	 
	 

	 	2.4.	 	Access and Security
	 	 	8	 
	 

	 	2.5.	 	Illegal Use
	 	 	8	 
	8.	 	Warranty	 	 	9	 
	9.	 	Limitations of Liability	 	 	9	 
	 

	 	9.1.	 	Personal Injury
	 	 	9	 
	 

	 	9.2.	 	Damage to Customer Equipment
	 	 	9	 
	 

	 	9.3.	 	Damage to Customer Business
	 	 	9	 
	 

	 	9.4.	 	Maximum Liability
	 	 	9	 
	 

	 	9.5.	 	Consequential Loss
	 	 	9	 
	10.	 	Indemnification	 	 	10	 
	 

	 	10.1.	 	By Customer
	 	 	10	 
	 

	 	10.2.	 	By Limelight
	 	 	10	 
	 

	 	10.3.	 	Notice Procedure
	 	 	10	 
	12.	 	Termination	 	 	10	 
	13.	 	Survival	 	 	11	 
	14.	 	Insurance	 	 	11	 
	15.	 	Miscellaneous Provisions	 	 	11	 
	16.	 	General	 	 	12	 
	Exhibit A to Co-Location Agreement, Quote	 	 	13	 
	 	 	Term	 	 	13	 
	 	 	Service Charges	 	 	13	 
	 	 	Power:	 	 	13	 
	 	 	Additional Charges:	 	 	13	 
	Exhibit B to Co-Location Agreement, Electrical Schema	 	 	14	 
	Exhibit C to Co-Location Agreement, [Limelight’s]
Co-location Security and Access Procedures	 	 	14	 
	[INSERT]	 	 	14	 
	Exhibit D to Co-Location Agreement: Facility Systems and
Security Requirements	 	 	14	 
	 	 	Exhibit H to Co-Location Agreement:
Customer Space	 	 	14	 






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Definitions




“Customer’s Equipment” means the computer equipment, software, networking hardware or other
materials placed by or for Customer in the Co-location Space.



“Co-location Premises” means Limelight’s facility at [INSERT].



“Co-location Space Fee” means the charge for the space and power in Limelight’s facility as
detailed in Exhibit A Quote.



“Co-location Space” means the physical areas within the Co-location Premises as identified on at
Exhibit H Customer Space.



“Quote” means the quote as set out in Exhibit A Quote provided by Limelight and accepted and
signed by Customer.



“Service(s)” means the provision of the activation services and the making available of Co-location
Space, as more specifically detailed in Exhibit D Facility Systems and Security Requirements.



“Critical Power” shall mean power that is supported by a 2N UPS configuration and a N+1
Generator configuration as detailed in Exhibit B Electrical Schema. If 2N is not available,
Limelight will disclose.



“CBEMA Curve” means 240V AC line voltage, as measured at the PDU or applicable standard of
measurement mutually agreed to, and maintained within the “No Interruption in Function Region”
described in the ITI CBEMA Curve in Exhibit D Facility Systems and Security Requirements Appendix 1
attached hereto.



“Computer Room Air Conditioning Unit(s)” or “CRAC(s)” shall mean the individual air
conditioning/cooling devices that regulate temperature and humidity within the Premises raised
floor space.



“Environmental Conditions” means the temperature and humidity conditions in Customer Space as
described in Exhibit D Facility Systems and Security Requirements Section A.(i)(a).



“HVAC” shall mean the heating, ventilation, and air conditioning system used for environmental
regulation and air filtering.



“HVAC Deficiency” shall mean failure to meet HVAC Demand or the failure to maintain the
Environmental Conditions within the Allowable Range as defined in Exhibit D Facility Systems and
Security Requirements Section A(i) a. An interruption of less than one (1) minute resulting from a
switch from utility power to back-up or generator power shall not be included as an HVAC
Deficiency.



“HVAC Demand” shall mean the quantity of HVAC required to reject the heat generated by the
consumption of electricity within a computer suite in order for Customer to sufficiently conduct
its business operations in such customer suite.



“Customer Representatives” mean the individuals separately notified in writing by Customer to
Limelight (which shall be updated as necessary by Customer from time to time) and authorized by
Customer to enter Customer Space.



“Power Sockets” (the “Power socket(s)”) shall refer to approved electrical power commando
sockets installed by Limelight that meet power requirements, usually for 240 volt.



“Power Deficiency” is defined in Exhibit D Facility Systems and Security Requirements Section
A(ii)(b).



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“Power Distribution Unit” (“PDU”) shall refer to an electrical device that is used to separate
power from a larger source, and deliver it among the data center raised floor space via the static
transfer switches (STS where the PDU’s are fitted with STS devices).



“Power whips” (the “Whip(s)”) shall refer to standard electrical cables that are placed between the
PDU and the rack/cabinet locations. For power delivery to the rack and/or cabinet, the Whip is
connected on one end to the PDU, and on the other end allows for Power Sockets to be connected to
it.



“Service Deficiency” means a Power Deficiency or an HVAC Deficiency, or a deficiency resulting from
security violations as described in Exhibit D Facility Systems and Security Requirements Section
A.(v)(a)(i).



“Static Transfer Switch” (“STS”) is defined as an electrical distribution component that accepts
multiple input power sources and automatically and instantaneously switches the flow of electricity
among those sources to the equipment drawing electricity from the output.



“Termination Charges” means the charges payable if Customer exercises the option to cease occupancy
of the space as detailed in Exhibit A Quote.



1. Provision of Services




Limelight will begin provision of the Services only after it receives and accepts this Agreement
and a Quote (in each case) signed by a Customer authorized representative.




	 	1.1.	 	Service Charges and Billing. In consideration of receipt of the Services, Customer
agrees to pay the monthly charges for Services, indicated on the Quote (the, “Service
Charges”). Billing for monthly Service Charges will begin on the Effective Date set
forth above. Limelight will use its reasonable and commercial endeavors to make the
Facility available for the installation of equipment by Customer by [INSERT DESIRED
DATE].
	 
	 	1.2.	 	Initial Payment. Upon Limelight’s acceptance of this Agreement, Customer shall be
invoiced for all pre-agreed Service Charges relating to activation at the Co-location
Space which will be due [ * ] after the date of completion of the initial
installation. Customer shall also be invoiced for each monthly Service Charges and
Customer will pay such invoice as set forth below.
	 
	 	1.3.	 	Recurring Charges. Limelight will bill Customer monthly in advance for the
Co-location Space (“Co-location Space Fees”), and Customer will pay such invoice as set
forth below.
	 
	 	1.4.	 	Additional works / Services. In the event that Customer requires Limelight to carry
out works or services other than the Services set out in Exhibit D Facility Systems and
Security Requirements the parties shall agree on the charges payable in respect of these
works or services in writing and in advance (the “Additional Charges”). Limelight shall
at the end of each month issue an invoice to Customer in respect of the Additional
Charges and Customer shall pay Limelight each invoice as set forth below.
	 
	 	1.5.	 	Payment. Upon receipt of a correct and undisputed invoice, Customer shall pay the
all undisputed portions of the invoice net [ * ] from the date of the invoice.
Payments shall be made according to Customer’s then-current payment policies, which
include payment via ACH electronic payment to Limelight’s financial institution under
instructions supplied by Limelight in Customer’s ACH Electronic Payment form. Limelight
shall invoice Customer for all amounts via the Customer Invoice online tool in accordance
with the then-current requirements at http://invoice.microsoft.com. All invoices shall be
submitted with line-item detail identifying all aspects of the applicable charges
provided to Customer. Invoices shall not bear an invoice date earlier than the date on
which Limelight shall be entitled to be paid under this Agreement, or if not specified,
invoices may be issued monthly in arrears.
	 
	 	1.6.	 	Customer may dispute any invoice by providing written notice to Limelight within
[ * ] of receiving the invoice (each a “Disputed Amount”). All Disputed Amounts
that Customer agrees in writing to pay, or that are required to be paid pursuant to a
final court order or arbitration award (along





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with any other amounts legally required, e.g., by statute or under this Agreement), shall
be paid on the payment terms set forth in Section 1.5. Payment of an invoice without
asserting a dispute is not a waiver of any claim or right. Failure to dispute an
invoiced amount within the [*] period shall not be deemed a waiver of any claim
unknown to Customer at the time.



2. Co-location





	 	2.1.	 	Use of Space. Limelight shall provide to Customer the Co-location Space, as
specified on the Quote. Customer may use the Co-location Space only for the purposes of
maintaining and operating Customer Equipment. Limelight will be solely responsible for
all activities relating to the operations and maintenance of the Facility, including,
without limitation, all major facilities equipment and infrastructure and systems,
shipping and receiving stations, shipping company access (ingress and egress),
telecommunications systems (but only the telecommunications systems under the Limelight’s
control) and utilities. Limelight will adequately staff the Facility for the provision
of all Services in accordance with the terms and conditions of this Agreement. Limelight
will supply the Co-Location space to the specifications in Exhibit G.
	 
	 	2.2.	 	Hours of Operation. The Facility will have, at a minimum, the following operating
hours:






	 	2.2.1.	 	All Customer Space will operate 24x7, every day of the year.
	 
	 	2.2.2.	 	The Facility loading dock (if available) will operate M-F 8:30 a.m. to 4:30 p.m.
local time (“Loading Dock Hours”) and will be available to Customer during those times
and upon one (1) hour’s notice by Customer’s authorized personnel for all other times.
	 
	 	2.2.3.	 	On-site security will be present 24x7, every day of the year.
	 
	 	2.2.4.	 	Limelight’s emergency point of contact will be available 24x7, every day of the year.
Availability of Limelight’s electrician during 8:30am to 4:30 pm Monday to Friday and
on-call thereafter.






	 	2.3.	 	Customer Equipment. Customer will install Customer Equipment, including bringing
appropriate equipment and tools as is required. Customer will remove all packaging for
Customer Equipment promptly after installation. Limelight will not, directly or
indirectly:






	 	2.3.1.	 	except as ordered by Customer in a Change Order, move, relocate or otherwise remove
Customer Equipment from Customer Space, or allow Customer Equipment to come into
possession of any other person or entity, without Customers express prior written
consent;
	 
	 	2.3.2.	 	sell, transfer, dispose, lend, assign, pledge, hypothecate or grant any security
interest in any Customer Equipment; or
	 
	 	2.3.3.	 	Create or place, or permit or suffer to be created or placed by any third party
acting on Limelight’s behalf, any lien, mortgage, pledge, security interest, charge or
any other encumbrance of any kind whatsoever on any Customer Equipment.






	 	2.4.	 	Access and Security. Customer may access the Co-location Space only in accordance
with ‘Limelight’s Co-location Security and Access Procedures’ as set out in Exhibit C.






	 	2.4.1.	 	Limelight will be solely responsible for providing physical and electronic security
systems for the Facility perimeter and common areas leading up to and including entry
Customer Space. The service level for security and Service Credit for non-compliance
are detailed in Exhibit G Service Level Requirements/ Credits, Section A.






	 	2.5.	 	Illegal Use. Customer will cooperate in any investigation of Customer’s alleged
illegal, unauthorized or unlawful use or use contrary to any Limelight policy of
Limelight facilities, or equipment of any third party or other networks accessed through
the Co-location Premises.





3. Local and Long Distance Carriers. (If Available)




Customer will order, maintain and terminate any data and telecommunications circuits provided to
Customer by local and long-distance carriers. Limelight offers the Facility as Carrier Neutral and
(1) will allow any data or telecommunications provider to utilize existing duct banks to install
copper and fiber cabling and to install equipment to both meet-me rooms and (2) will not
discriminate or offer preferential treatment to individual carriers and (3) will not charge onerous
fees or fees in excess of market rates for the rental or utilization of building entrances, duct
banks or meet-me room space.



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4. Other networks.




Customer will pay any fees, obtain any required approvals and consents and comply with any laws or
usage policies applicable to transmitting data beyond the Network and/or through other public and
private networks. Limelight is not responsible or liable for performance or non-performance of
such networks or their inter-connection points.



5. Power Availability and Climate Control.




Limelight warrants (for Customer’s benefit) [*] power availability on either A or B supply for
Critical Power and an operating temperature [INSERT FOR SPECIFIC FACILITY] for the Co-location
Space measured at top rack level. In the event of a power outage or temperature fluctuation
outside the range of 15 ° to 32 ° Celsius temperature not caused by Customer, Limelight will
credit Customer’s account the pro-rata Co-Location Space Fees (as a “Service Credit”) associated
with the power outage or temperature fluctuation, as detailed in Exhibit G Service Level
Requirement / Credits Section B.



6. Payment of Credits




Limelight will credit Customer for any Service Credits within [*] of the Service
Credit falling due.



7. No Warranty




NO WARRANTY EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN AS-IS
BASIS, AND CUSTOMER’S USE OF THE SERVICES AND THE CO-LOCATION SPACE ARE AT CUSTOMER’S OWN RISK.
LIMELIGHT DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES OR
CONDITIONS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES OR CONDITIONS ARISING FROM A
COURSE OF DEALING, USAGE, OR TRADE PRACTICE AND DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.



8. Warranty





	 	8.1.	 	Authority to agree. Both Parties hereto warrant to each other that they have
obtained and are duly authorized to enter into this Agreement
	 
	 	8.2.	 	Resources. Both Parties hereto warrant they shall provide adequate and sufficient
resources to undertake and perform their respective obligations under this Agreement,
acting at all time with all due skill, professionalism and attention as befits Limelight
and Customer.





9. Limitations of Liability





	 	9.1.	 	Personal Injury. Nothing in this Agreement shall operate to limit or exclude the
respective liability for death, personal injury or liability for fraud caused by the
negligence of Limelight or Customer, or the employees of Limelight or Customer.
	 
	 	9.2.	 	Damage to Customer Equipment. Limelight shall not be liable for damage to, or loss
of any of Customer’s Equipment or other property resulting from any cause, other than
Limelight breach of this Agreement, its negligence and/or willful misconduct.
	 
	 	9.3.	 	Damage to Customer Business. Limelight shall not be liable for any indirect or
consequential loss or damage related to Customer’s business.
	 
	 	9.4.	 	Maximum Liability. Either party’s maximum aggregate liability to the other party
related to or in connection with this Agreement whether in contract, tort (including
negligence), strict liability or otherwise will be limited to the total amount paid by
Customer to Limelight hereunder.
	 
	 	9.5.	 	Consequential Loss. Customer shall not be liable for any indirect or consequential
loss or damage howsoever caused.





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10. Indemnification





	 	10.1.	 	By Customer. Customer will indemnify, defend and hold harmless Limelight, its
directors, officers, employees, affiliates and customers (collectively, the ‘Limelight
Covered Entities’) from and against any and all claims, actions or demands brought
against any of the Limelight Covered Entities in connection with the following






	 	10.1.1.	 	any loss suffered by, damage to or injury of any third party, Customer employees,
agents, sub-contractors and consultants, and any other third party equipment which
loss, damage or injury is caused by or otherwise results from acts or omissions by
Customer (collectively, the ‘Customer Covered Claims’).






	 	10.2.	 	By Limelight. Limelight will defend and hold harmless Customer, its directors,
officers, employees and affiliates (collectively, the ‘Customer Covered Entities’) from
and against any and all claims, actions or demands brought against any of Customer
Covered Entities with respect to:






	 	10.2.1.	 	any loss suffered by, damage to or injury of any third party, Limelight employees,
agents, sub-contractors and consultants, and any other third party equipment which
loss, damage or injury is caused by or otherwise results from acts or omissions by
Limelight (collectively, the ‘Limelight Covered Claims’).






	 	10.3.	 	Notice Procedure. Limelight will provide Customer with prompt written notice of
each Customer Covered Claim of which Limelight becomes aware, and, at Limelight’s sole
option, Limelight may elect to participate in the defense and settlement of any Customer
Covered Claim, provided that such participation shall not relieve Customer of any of its
obligations under this Clause 10 Customer shall have the right to control the defense of
any Customer Covered Claim. Customer will provide Limelight with prompt written notice
of each Limelight Covered Claim of which Customer becomes aware, and at Customer’s sole
option, Customer may elect to participate in the defense and settlement of Limelight
Covered Claim, provided that such participation shall not relieve Limelight of any of its
obligations under this Clause 10 Limelight shall control the defense of any Limelight
Covered Claim.





11. Term




This Agreement will commence on the Effective Date and shall expire at the end of the contract term
specified in the Quote, Exhibit A, unless sooner terminated as provided in Clause 12 below.



12. Termination





	 	12.1.	 	Non-payment. Limelight may suspend Services to Customer if any amount due
hereunder is not paid in full within [*] after Customer is sent an
overdue notice. Limelight may terminate this Agreement (or at its option, only the
relevant Quote) if any amount due hereunder is not paid in full within [*]
after Customer is sent an overdue notice.
	 
	 	12.2.	 	Insolvency/liquidation. Either party may terminate this Agreement upon written
notice to the other party if the other party becomes insolvent or goes into liquidation
or makes any voluntary arrangement with its creditors or becomes subject to an
examination order, or becomes subject to any legal proceedings relating to insolvency,
receivership, liquidation or examination or anything analogous to the foregoing in any
jurisdiction.
	 
	 	12.3.	 	For Other Cause; Convenience. Except as otherwise stated, either party may
terminate this Agreement if the other party breaches any material term or condition of
this Agreement and fails to cure such breach if capable of remedy
within [*] after receipt of written notice of the same. The Customer may, upon 6 months written
notice, terminate this Agreement without cause.
	 
	 	12.4.	 	Effect of Termination. Upon expiration or termination of this Agreement:
Limelight may cease providing the Services,





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	 	12.4.1.	 	Customer shall pay all of Customer payment obligations under this Agreement that
accrue as of the date of termination; and
	 
	 	12.4.2.	 	within [*], Customer will remove all of Customer’s Equipment from
the Co-location Premises and any other Limelight premises and return the Co-location
Space to Limelight in the same condition as it was prior to Customer installation. If
Customer does not remove such property within the [*] period, Limelight
at its option and at Customer’s expense may remove and store Customer’s Equipment.





13. Survival




The parties’ respective representations, warranties, and covenants, together with obligations of
indemnification, confidentiality and limitations and exclusions of liability will survive the
expiration, termination or rescission of this Agreement and continue in full force and effect.



14. Insurance




Limelight shall ensure that all liabilities incurred by Limelight during the provision of the
service are adequately covered by insurance in particular regarding Employer’s Liability,
(including use in connection with the provision of the services) and Public Liability, Professional
indemnity insurance.



15. Miscellaneous Provisions





	 	15.1.	 	Force Majeure. Other than with respect to failure to make payments due hereunder,
neither party shall be liable under this Agreement for delays, failures to perform,
damages, losses or destruction, or malfunction of any equipment, or any consequence
thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements,
labor disputes or shortages, utility curtailments and utility power failures which are
not as a result of Limelight’s negligence and/or which have a duration more than 48
hours, explosions, civil disturbances, governmental actions, shortages of equipment or
supplies, unavailability of transportation, acts or omissions of third parties, or any
other cause beyond its reasonable control.
	 
	 	15.2.	 	Confidentiality. [INCORPORATE BY REFERENCE EXISTING NDA]
	 
	 	15.3.	 	No Lease. This Agreement is a services agreement and is not intended to and will
not constitute a lease of or tenancy or other interest in the Co-Location Space,
Co-location Premises or other Limelight premises, or any other real or personal property,
and shall in no way confer or impose upon either party any of the rights or obligations
of landlord and tenant.
	 
	 	15.4.	 	Government Regulations. Customer and Limelight will each comply with all
applicable government regulations.
	 
	 	15.5.	 	Assignment. Neither party may assign its rights or delegate its duties under this
Agreement either in whole or in part to a third party without the prior written consent
of the other which consent will not be unreasonably withheld.
	 
	 	15.6.	 	Notices. Any required notice hereunder will be given in writing and deemed to
have been duly given if delivered personally by hand or by courier; sent by confirmed
facsimile; or posted by registered mail or special delivery, return receipt requested
postage prepaid to either party at the name and address on a signature page of this
Agreement, or at such other address as a party may provide to the other by written
notice. Such notice will be deemed to have been given as of the date it is delivered
personally or by courier, or seventy two (72) hours after dispatch if sent by special
delivery or air courier, or [*] after it is sent by confirmed facsimile or
mailed.
	 
	 	15.7.	 	Relationship of Parties. This Agreement will not establish any relationship of
partnership, joint venture, employment, franchise or agency between the parties.





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	 	15.8.	 	Choice of Law. This Agreement shall be construed and controlled by the laws of
the State of Washington. The parties waive all defenses of lack of personal jurisdiction
and forum non-conveniens. Process may be served on either party in the manner authorized
by applicable law or court rule.
	 
	 	15.9.	 	Reports. Limelight will provide reports relating to the Services, all in a format
and frequency and with content as Customer may reasonably specify to Limelight, as
indicated in Exhibit E Reports.





16. General




This Agreement, together with the Quote(s) and Exhibits is the entire agreement and understanding
of the parties with respect to the subject matter hereof, and supersedes any other agreement or
understanding, written or oral. This Agreement may be modified only through a written instrument
signed by both parties. Should any provision of this Agreement be declared void or unenforceable,
such provision will be deemed amended to achieve as nearly as possible the same economic effect as
the original terms and the remainder of this Agreement will remain in full force and effect. If a
conflict arises between a party’s pre-printed business form and this Agreement, this Agreement will
take precedence.



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Exhibit A to Co-Location Agreement, Quote




Term




The Term of this Agreement is [INSERT]



Service Charges




Limelight Pricing for Customer



[INSERT]



These charges are based on a total Customer Space of [INSERT] square feet as shown in Exhibit H
Customer Space.



Power:




Power / kWh: At cost from [INSERT] + plus [INSERT] per month for humidity and fresh air systems for
Computer Suite 1, and an additional [INSERT] for Computer Suite 2 from date of occupancy. An
administration charge based on the power consumption table below will be added to the power
charges. This system is a shared system which is used for all computer rooms on the first floor of
the Facility. Power will be fully metered for all other Customer components and will be re-charged
at cost.



Monthly Administration Charges:



	 	 	 
	Power Usage	 	Amount
	0 to 500,000 Kwatt hours

	 	 
	500,001 to 1,000,000 Kwatt hours

	 	 
	1,000,001 to 1,500,000 Kwatt hours

	 	 
	1,500,001 to 2,000,000 Kwatt hours

	 	 
	Over 2,000,001 Kwatt hours

	 	 






Additional Charges:




Charges Sheet for change controls request



	 	 	 
	Task	 	Amount
	 
	 	 





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Exhibit B to Co-Location Agreement, Electrical Schema




     [INSERT]



Exhibit C to Co-Location Agreement, [Limelight’s] Co-location Security and Access Procedures




     [INSERT]



Exhibit D to Co-Location Agreement: Facility Systems and Security Requirements




     [INSERT]



Exhibit E to Co-Location Agreement, Reports




     [INSERT]



Exhibit G to Co-Location Agreement, Service Level Requirements / Credits




Limelight will at all times during the term of this Agreement perform in accordance with the
service level requirements set forth in this Exhibit G. Limelight and Customer agree that it is
extremely difficult and impracticable under the currently known and reasonably foreseeable facts
and circumstances to ascertain the actual damages but nonetheless have agreed to a genuine
pre-estimate of loss which Customer would incur should Limelight fail to perform its obligations in
accordance with the service level requirements set forth in this Exhibit. Accordingly, if
Limelight fails to so perform, Customer will be entitled, without limiting any of its other rights
or remedies under this Agreement or otherwise, to receive the credits set forth under the heading
“Noncompliance” as liquidated damages (and not as a penalty), provided that, nothing in this
section shall be interpreted to mean that Customer is entitled to receive credits and/or other
damages in excess of the actual damage Customer sustains. Each noncompliance fee identified below
is a reasonable, good faith estimate of the damage that Customer would suffer for each failure by
Limelight to comply with each corresponding service level requirement, and, subject to any
additional remedies referenced in section D of this Exhibit, is Customer’s sole remedy with respect
to each such failure.



     [INSERT]



Exhibit H to Co-Location Agreement: Customer Space




     [INSERT]



Exhibit I to Co-Location Agreement: Operations Procedures




     [INSERT]



Exhibit J to Co-Location Agreement: Customer Security Requirements /Definitions




     [INSERT]



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EXHIBIT E




FORM OF [*] ECN NODE READINESS CERTIFICATE




Date of Acceptance:                     




Node Location:                     


                                                


                                               




	 	 	 	 	 
	Site Contact if applicable:                     

	 	e-mail:                     
	 	phone:                     






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Accept	 	Punch List
	ECN Node Operational Requirements:	 	 	 	 
	 

	 	•
	 	Review custom customer configuration and requirement for facility; validate all the
contributing components comply.	 	 	 	 
	 

	 	•
	 	All devices are configured in Limelight Standard NMS tools
	 	o
	 	o
	 

	 	•
	 	Confirm all relevant checklists have been completed for circuits, network hardware,
system hardware, and soft configuration.
	 	o
	 	o
	 

	 	•
	 	Verify all configurations with Limelight Engineering standards
	 	o
	 	o





	 

	 	•
	 	Verify Operating Systems are in accordance with Vendor recommendations
	 	o
	 	o
	 

	 	•
	 	Validate that the circuits, backbone and egress capacity is inline with system
and network configuration.
	 	 
	 	 
	 

	 	•
	 	Validate all Limelight Engineering security components are in compliance.
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 
	Additional Backbone Circuit/s:	 	o
	 	o
	 

	 	•
	 	Validate circuit is up and running to Limelight Engineering standards	 	 	 	 
	 

	 	•
	 	All [*] sessions are connected and correct policies are applied	 	 	 	 
	 

	 	•
	 	All circuit IDs and directly connected, device details verified and
	 	o
	 	o
	 

	 	
	 	logged in spreadsheet/DB
	 	 
	 	 
	 

	 	•
	 	Interface description is in place and set to Limelight Engineering standards
	 	o
	 	o
	 

	 	•
	 	[*] is reporting interface and data in graph is valid
	 	o
	 	o
	 

	 	•
	 	Verify engineering allowed a 24 hour burn in time	 	 	 	 
	 

	 	•
	 	All relevant groups and management are advised that circuit/s is operational	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Additional Peering/Transit Circuit/s:	 	o	 	o
	 

	 	•
	 	Validate circuit/s is up and running to Limelight Engineering standards	 	o	 	o
	 

	 	•
	 	All [*] sessions are connected and correct policies are applied and any special
instance notated
	 	o
	 	o
	 

	 	•
	 	All circuit IDs, directly connected device, and circuit bandwidth details verified and
logged in spreadsheet/DB
	 	o
	 	o
	 

	 	•
	 	Interface description is in place and set to Limelight Engineering standards	 	 	 	 
	 

	 	•
	 	[*] is reporting interface and data in graph is valid	 	 	 	 
	 

	 	•
	 	All contact information is logged and distributed amongst relevant groups
	 	o
	 	o
	 
	 	 	 	 	 	 	 	 
	Additional Network Devices:	 	 	 	 
	 

	 	•
	 	Verify role of device	 	 	 	 
	 

	 	•
	 	Validate hardware specs are up to Limelight Engineering standards	 	o	 	o
	 

	 	•
	 	Validate device works on console server(s)
	 	 
	 	 
	 

	 	•
	 	Log device management IP, all interchangeable hardware, software revision, and
attached CSM(s) in spreadsheet/DB	 	o
	 	o
	 

	 	•
	 	Set 24 hour grace period for “In Production” status	 	 	 	 
	 

	 	•
	 	All relevant groups and management are advised that device is operational
	 	 	 	o
	 
	 	 	 	 	 	 	 	 
	Network Device Software/Configuration/Policy Change Management:	 	 	 	 
	 

	 	•
	 	Review and verify change reason(s) and back out plan(s)	 	 	 	 
	 

	 	•
	 	Determine impact to Network and/or Customer services	 	 	 	 
	 

	 	•
	 	Notify all relevant customers and peers of maintenance and time line	 	 	 	 
	 

	 	•
	 	Track maintenance progression during possible outage	 	 	 	 
	 

	 	•
	 	Validate maintenance was completed to specifications and log all issues	 	 	 	 
	 

	 	•
	 	Notify all relevant customers and peers that maintenance was completed	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Site/Equipment Deployment:	 	 	 	 
	 

	 	•
	 	Review schedule timeline and advise if any discrepancies are found	 	 	 	 
	 

	 	•
	 	Review maintenance windows for conflicts, determine Network/Customer impact and notify
all relevant customers and peers if one is present	 	 	 	 
	 

	 	•
	 	Schedule remote hands with relevant POP and verify 24 hours prior that remote hands
ticket is still in place and that a technician has been assigned to it.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Performance Testing:	 	 	 	 
	 

	 	•
	 	Keynote – Will be used to test Global Availability, and Load Testing	 	 	 	 
	 

	 	•
	 	Lab testing – Use of licensed and custom traffic generation software will be used to
test the load of the designed solution	 	 	 	 






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Terms of Acceptance are set forth in Section 2 of the Agreement.




Punch List Items:



 




 




 



 



 



 



 



 



 





	 	 	 
	Microsoft Corporation	 	Limelight Networks, Inc.
	Name:

	 	Name:
	Title:

	 	Title:
	Signature:

	 	Signature
	Date:

	 	Date:






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EXHIBIT F




CRITERIA FOR DETERMINING ECN NODE READINESS




Limelight will use the ECN process, test and checklist as outlined in Exhibit E. Limelight and
Microsoft will jointly develop the specification for each particular [*] ECN Node. Limelight will
test the Microsoft instantiated architecture (combination of Limelight Software and Microsoft
Hardware Standards) in the Limelight test harness, with the same process and acceptance criteria
that Limelight uses to test and accept their own systems. Upon successful testing, Limelight will
use the Microsoft instantiation as the basis for its standard deployments. After deployment,
Limelight will use the deployment checklist in Exhibit E and successfully conduct the following
series of tests (similar to the Content Delivery Service Agreement — Exhibit 4) to ensure the [*]
ECN Node is performing at or above that level of service. Once the Node meets all the service level
agreement (SLA) requirements Limelight will turn the [*] ECN Node over to Microsoft for acceptance.



Keynote is referenced below — Microsoft and Limelight agreed to use a 3rd party system
such as Keynote or Gomez to perform these tests.



Limelight Networks will generate an artificial load of the lesser of (i) two (2) Gbps and (ii) [*]
of ECN capacity for 24 hours and run Keynote or Gomez against the [*] ECN Node to verify
performance and availability.



Small Object/File Caching and File [*] Services




Small Object/File Caching Service Levels — Keynote




	 	 	 	 	 	 	 	 	 
	 	 	North America/Europe	 	Asia
— ROW
	Daily Availability (%)
	 	 	[*]	 	 	 	[*]	 
	Performance Improvement
	 	 	[*]	 	 	 	[*]	 
	over Origin (%) (when excluding DNS
lookup times)
	 	 	 	 	 	 	 	 







	1.	 	Microsoft will select from Keynote’s list of standard groups of agents that are generally
available and that have at least thirty five (35) geographically and network globally diverse
locations in major metropolitan areas (excludes China).






	2.	 	All Keynote test data to be made available via Microsoft’s Keynote test account. For purposes
of clarification, all Keynote days are calculated as GMT.






	3.	 	Keynote tests (frequency of one test per hour per agent) will be configured to perform two
(2) http GET operations each hour according to the model below:






	 	a.	 	A test file (defined in Section (5) below) will be placed on the Microsoft
origin server (i.e., origin.customer.com).
	 
	 	b.	 	One GET operation will be performed to retrieve the file directly from the
origin server (i.e. http://origin.customer.com/testobject).
	 
	 	c.	 	The other GET operation will be performed to retrieve the file through the [*]
ECN Node, by requesting the object from the appropriate customer hostname CNAMEd to
Limelight (i.e., http://www.customer.com/testobject, where www.customer.com is CNAMEd
to Limelight and configured to pull content from origin.customer.com)






	4.	 	The Limelight test object will have a TTL of 6 hours or greater.





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	5.	 	The test content will be a file of approximately 10 KB in size or in certain cases; the file
may larger if the typical file size of the property using the Limelight service exceeds 10 KB.
In the later case, Limelight must approve in advance the file used for testing.






	6.	 	Raw data will be trimmed once per day to eliminate any measurements that came from an agent
experiencing technical problems during the measurement period.






	7.	 	The Availability metrics (as set above) will be based on a daily average of the service and
Microsoft’s production web server (measured directly), computed from data captured across all
regions and hits.





File [*] Service Levels — Performance and Availability Metrics




	 	 	 	 	 	 	 	 	 
	Keynote Set:	 	North America/Europe	 	Asia-ROW
	Daily Availability (%)
	 	 	[*]	 	 	 	[*]	 
	Daily Performance Improvement
	 	 	[*]	 	 	 	[*]	 
	over Origin (%) (excluding DNS
Lookup)
	 	 	 	 	 	 	 	 







	1.	 	Microsoft will select from Keynote’s list of standard groups of agents that are generally
available and that have at least thirty five (35) geographically and global network diverse
locations in major metropolitan areas (excludes China).






	2.	 	All keynote test data to be made available via Microsoft’s Keynote test account. For purposes
of clarification, all Keynote days are calculated as GMT.






	3.	 	Keynote tests (frequency of one test per hour per agent) will be configured to perform two
(2) http GET operations each hour according to the model below:






	 	a.	 	A test file (as described in Section (5) below) will be placed on the
customer’s origin server (i.e., origin.customer.com).






	4.	 	One GET operation will be performed to retrieve the file directly from the origin server
(i.e. http://origin.customer.com/testobject).






	5.	 	The other GET operation will be performed to retrieve the file through the [*] ECN Node, by
requesting the object from the appropriate customer hostname CNAMEd to [*] ECN Node (i.e.,
http://www.customer.com/testobject, where www.customer.com is CNAMEd to [*] ECN Node and
configured to pull content from origin.customer.com)






	6.	 	The [*] ECN Node test object will have a TTL of 6 hours or greater.

	 
	7.	 	The test content will be a file of approximately 1 MB in size.






	8.	 	Raw data will be trimmed once per day to eliminate any measurements that came from an agent
experiencing technical problems during the measurement period.





Service Level Agreements for Streaming, Storage, and DNS Services




Streaming Service Level Agreement — Service Levels





	 	•	 	[*] Uptime — The [*] ECN Node will serve content [*] of the time. [*] uptime is
defined as no outages during a 24 hour period.





Monitoring Methodology





	1.	 	Microsoft will contract with Keynote Systems to perform the monitoring defined herein.
Microsoft will be responsible for the cost of this testing and for coordinating execution of
the testing with Keynote, but will provide Limelight with access to the relevant testing
account to enable Limelight to track the testing hereunder and investigate any potential
performance issues.





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	2.	 	The polling mechanism will request the test file from the [*] ECN Node.
	 
	3.	 	Polling will occur at approximately 15 minute intervals.
	 
	4.	 	Each test request will last 60 seconds during which time various measurements are collected
to determine performance under the service commitments described above.
	 
	5.	 	Raw data will be verified at least daily to eliminate any measurements that came from an
agent experiencing technical problems during the measurement period.
	 
	6.	 	The test file will meet the following criteria:






	 	a.	 	The [*] ECN Node test object will have a TTL of 2 hours or greater.
	 
	 	b.	 	The file storage location will be mutually agreed to by Microsoft and
Limelight, but such approval will not be unreasonably withheld.






	 	i.	 	The file will be a Windows Media file.
	 
	 	ii.	 	The encoding parameters of the file must be
mutually agreed to by Microsoft and Limelight, but such approval will not
be unreasonably withheld.





Storage Service Level Agreement — Service Levels





	 	•	 	[*] Uptime — The [*] ECN Node will serve content [*] of the time. [*] Uptime is
defined as no Outages in a 24 hour period.





Monitoring Methodology





	 	•	 	From at least six (6) geographically and network diverse locations in major
metropolitan areas, Limelight will simultaneously poll a test file residing on the
Microsoft’s production servers and on the [*] ECN Node’s network
	 
	 	•	 	The polling mechanism will perform a GET operation for a test file stored on [*] ECN
Node Storage:






	 	•	 	Polling will occur at approximately 15 minute intervals.
	 
	 	•	 	Raw data will be trimmed once per day to eliminate any measurements
that came from an agent experiencing technical problems during the measurement
period.
	 
	 	•	 	The test file will meet the following criteria:






	 	•	 	The [*] ECN Node test object will have a TTL of 0 to ensure that
requests are passed through the [*] ECN Node network to the network Storage
	 
	 	•	 	The test content will be a file of approximately 10 KB in size.





DNS Service Level Agreement — Service Levels





	 	•	 	[*] Uptime — The [*] ECN Node will have no outages in a 24 hour period.





Monitoring Methodology





	 	•	 	From at least five (5) geographically and network diverse locations in major
metropolitan areas, Limelight will make a request to the hostname CNAME’d to the [*] ECN
Node DNS service.
	 
	 	•	 	Polling will occur at approximately 3 minute intervals.
	 
	 	•	 	Raw data will be trimmed once per day to eliminate any measurements that came from an
agent experiencing technical problems during the measurement period.





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EXHIBIT G




PRESS
RELEASE

LIMELIGHT NETWORKS TEAMS WITH MICROSOFT

TO DELIVER NEXT GENERATION NETWORK




Technology and Services Agreement Will Improve the Performance, Scalability, and Reliability of

Microsoft’s Online Services for Consumers




March XX, 2007 — Tempe, AZ — Limelight Networks, Inc. today announced that it has entered into a
major new technology and services agreement with Microsoft under which Limelight will help improve
the performance, scalability, and reliability of Internet delivery of media content and online
services, including video, music, games, software, and social media, across Microsoft’s global
internet properties. Under the agreement, Microsoft and Limelight will cross-license certain
technologies, consider joint development projects in the future, and cooperate on extending and
improving their respective technology infrastructures. Microsoft and Limelight have also entered
into a multi-year relationship under which Limelight Networks will continue to provide global media
streaming and content delivery services to Microsoft.



The new technology and services agreement is aimed at radically improving user experiences across
the Internet media properties of Microsoft’s globally scaled internet services, which today serve
over 460 million unique users per month worldwide. By working together to solve, over time, the
Internet’s challenges of media content performance, scale and reliability, Microsoft and Limelight
intend to deliver true globally scaled media-caliber experiences to Internet-connected users, to
any device and in any format anywhere in the world.



“Today’s digital media initiatives only hint at the full potential of the Internet as a channel for
distribution of traditionally produced content and as a platform for the creation of new forms of
media and entertainment content,” said xxx, title of Microsoft. “Our agreement with Limelight
Networks anticipates Internet audiences and content offerings that are orders of magnitude larger
than today. Limelight’s vision, service and technology leadership in Internet delivery of media is
a perfect fit with our own vision and initiatives toward the future.”



“Microsoft is widely recognized as a global leader in digital entertainment,” said Jeff Lunsford,
chairman and CEO of Limelight Networks. “We are proud to have been chosen for this strategic
initiative based on our network and technology’s performance in delivering video for MSNBC.com and
game content and video downloads for Xbox Live. Microsoft’s vision for a connected experience
closely aligns with our own, including delivery services for the next generation, high definition
Internet.”



About Microsoft




Founded in 1975, Microsoft (Nasdaq: MSFT) is the worldwide leader in software, services and
solutions that help people and businesses realize their full potential.



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About Limelight Networks




Limelight Networks is the high performance content delivery network for digital media, providing
massively scalable, global delivery solutions for on-demand and live Internet distribution of
video, music, games and downloads. Limelight Networks’ infrastructure is optimized for the large
object sizes, large content libraries, and large audiences associated with compelling rich media
content. Limelight Networks is the content delivery network of choice for more than 700 of the
world’s top media companies. For more information, visit:
http://www.llnw.com




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Addendum to the




Edge Computing Network Service and License Agreement




     This Addendum to the Edge Computing Network Service and License Agreement (the “Addendum”)
between Limelight Networks, Inc., a Delaware corporation (“Limelight”), and Microsoft Corporation,
a Washington corporation (“Microsoft”) is effective as of the 19th day of March, 2007
(“Addendum Effective Date”). This Addendum amends that certain Edge Computing Network Service and
License Agreement between Limelight, and Microsoft dated as of the 1st day of March, 2007 (the
“Original Agreement”). Capitalized terms used but not defined in this Addendum shall have the
meaning ascribed to them in the Original Agreement. Except as expressly set forth in this
Addendum, the Original Agreement remains in full force and effect.



Recitals




     WHEREAS, Microsoft and Limelight have executed the Original Agreement and concurrently desire
to amend certain terms related to the Limelight Software exception and Traffic Commitment; as set
forth in this Addendum;



     NOW, THEREFORE, the Parties hereby agree as follows



Addendum



1. TIME LIMITING LICENSE EXCEPTION. Section 3(c) of the Original Agreement shall be deleted in its
entirety and replaced with the following:





     Section 3 (c) Limelight Software License Exception. The license
granted by Limelight in Section 3(b) does not include the right to use Limelight
Software to [*] during the Exception Period, as defined below. “Exception Period”
means the time period commencing on [*] and ending on [*]. Limelight acknowledges
and agrees that neither of the following is [*] (i) Microsoft services that are [*],
including, but not limited to, those offered under [*], and (ii) Microsoft’s
services that are [*]. The Limelight Software License is subject to the limitations
expressly set forth in Section 5(a)(3) (Payment of Software License Fee) and Section
17 (d) (Termination/Survival of Limelight Software License).


2. LIMITING LIMELIGHT SOFTWARE TO EXISTING VERSION.




     (a) Replacing Updates with Fixes. The last sentence of Section 3(a) of the Original Agreement
shall be deleted in its entirety and replaced with the following:




Limelight Software also includes (i) the know-how and trade secrets expressly set
forth in Exhibit C-2 (the “Know-How and Trade Secrets”) and (ii) Fixes.





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     (b) Removing Limelight Software [*] & Updates. Section 3(e) of the Original Agreement shall be
deleted in its entirety and replaced with the following:




     Section 3 (e) Limelight Software, Documentation & Fixes. Limelight has no
obligation to provide Microsoft [*](“Limelight Software [*]). Limelight shall,
through the earlier of [*], and the termination date of this Agreement, provide
Microsoft any error corrections intended to mitigate software defects that directly
and adversely affect the core service operation, that [*] to the extent that such
error corrections are separately identifiable as applicable solely to the Limelight
Software, all in [*] and [*] (each a “Fix,” and
collectively, the “Fixes”). In no event shall Limelight be required under this
Agreement to develop Limelight Software error correction due to a problem that is
not attributable to Limelight. Limelight shall, through the earlier of [*], and the
termination date of this Agreement, provide Microsoft with reasonable access to
intermediate check-ins, final-form [*], designs, diagrams, specifications,
requirements, test plans, prototypes and development history for the Limelight
Software for which Limelight has the right to disclose [*], and will
identify all other software [*].



     (c) Limelight Software License Fee. The last paragraph of Section 5(a)(3) of the Original
Agreement shall be deleted in its entirety and replaced with the following:




     For purposes of clarity, the Limelight Software License Fee is the entire payment
Microsoft will owe Limelight for Limelight Software license fees, including, Fixes,
if any, regardless of how many Fixes Limelight delivers. For purposes of clarity,
in the event this Agreement terminates or expires prior to Microsoft’s issuance of
the Limelight Software Acceptance, then Microsoft will have no obligation to pay the
Limelight Software License Fee and the Limelight Software License shall expire as of
the date of termination or expiration, as applicable, of this Agreement.



3. TRAFFIC COMMITMENT.




     (a) Lengthening Traffic Commitment to [*]. The first paragraph of Section 6(c) of the
Original Agreement shall be deleted in its entirety and replaced with the following:




During the time period commencing on [*] and ending [*] from the Effective Date, and
subject to terms, conditions and limitations set forth in this Agreement, Microsoft
shall meet the Traffic Commitment, defined below.



     (b) Increasing Traffic Commitment by [*]. The first sentence of Section 6(c)(1) of the
Original Agreement shall be deleted in its entirety and replaced with the following:




“Traffic Commitment” means total usage of CDN Services, where Services are as
defined in and used under the Limelight Content Delivery Service Agreement for all
Microsoft properties and/or online services in all markets worldwide representing
the sum of the billable traffic rate calculated for each month (except for Excluded Service Traffic, defined below) and equal to [*] Mbps-[*] over the



 
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time
period starting [*] (the “Traffic Commitment Start Date”), and ending [*] from the
Effective Date (the “Traffic Commitment End Date”), subject to any adjustments as
set forth in this Agreement.



     (c) Modifying Adjustments to Traffic Commitment. The first sentence of Section 6(c)(2)(i) of
the Original Agreement shall be deleted in its entirety and replaced with the following:




In the event that this Agreement terminates early such that the Term is less than
[*], then the Traffic Commitment shall be reduced pro rata based on the actual time
period of the Term of this Agreement as compared to [*] (for example, if the Term is
[*], then the Traffic Commitment shall be reduced by [*]).



     (d) Including [*] [*] for Traffic Commitment. Section 6(c)(4) of the Original Agreement shall
be deleted in its entirety and replaced with the following:




     Section 6(c)(4). Failure to [*] Traffic Commitment.




     (i) [*]. If, by [*] (the “[*] Traffic Commitment End Date”), Microsoft
has not met [*] of the Traffic Commitment (the “[*] Traffic Commitment Minimum”),
then, subject to all terms, conditions and limitations in this Agreement, Microsoft
shall pay Limelight an amount equal to (i) that amount of the [*] Traffic Commitment
Minimum not attained as measured in Mbps multiplied by (ii) the weighted average
price per Mbps (that is, total invoiced amount in US dollars, or if in another
currency, converted into US dollars, divided by the total traffic in Mbps) using the
actual traffic volume and invoiced amounts for traffic applicable to the Traffic
Commitment over the [*] months prior to the [*] Traffic Commitment End Date (the
“[*] Traffic Commitment Payment”).




     (ii) [*]. If, by [*] (the “[*] Traffic Commitment End Date”),
Microsoft has not met [*] of the Traffic Commitment (the “[*] Traffic Commitment
Minimum”), including any Traffic Commitment satisfied through any prior Traffic
Commitment Payments, then, subject to all terms, conditions and limitations in this
Agreement, Microsoft shall pay Limelight an amount equal to (i) that amount of the
[*] Traffic Commitment Minimum not attained as measured in Mbps multiplied by (ii)
the weighted average price per Mbps (that is, total invoiced amount in US dollars,
or if in another currency, converted into US dollars, divided by the total traffic
in Mbps) using the actual traffic volume and invoiced amounts for traffic applicable
to the Traffic Commitment over the [*] months prior to the [*] Traffic Commitment
End Date (the “[*] Traffic Commitment Payment”).




     (iii) [*] If, by [*] (the “[*] Traffic Commitment End Date”),
Microsoft has not met [*] of the Traffic Commitment (the “[*] Traffic Commitment
Minimum”), including any prior Traffic Commitment satisfied through any Traffic
Commitment Payments, then, subject to all terms, conditions and limitations in this
Agreement, Microsoft shall pay Limelight an amount equal to (i) that amount of the
[*] Traffic Commitment Minimum not attained as measured in Mbps multiplied by (ii)
the weighted average price per Mbps (that is, total invoiced amount in US dollars, or if in another currency, converted into
US



 
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 dollars, divided by the total traffic in Mbps) using the actual traffic volume
and invoiced amounts for traffic applicable to the Traffic Commitment over the [*]
months prior to the [*] Traffic Commitment End Date (the “[*] Traffic Commitment
Payment”).




     (iv) [*]. If, by [*] (the “[*] Traffic Commitment End Date”),
Microsoft has not met [*] of the Traffic Commitment (the “[*] Traffic Commitment
Minimum”), including any prior Traffic Commitment satisfied through any Traffic
Commitment Payments, then, subject to all terms, conditions and limitations in this
Agreement, Microsoft shall pay Limelight an amount equal to (i) that amount of the
[*] Traffic Commitment Minimum not attained as measured in Mbps multiplied by (ii)
the weighted average price per Mbps (that is, total invoiced amount in US dollars,
or if in another currency, converted into US dollars, divided by the total traffic
in Mbps) using the actual traffic volume and invoiced amounts for traffic applicable
to the Traffic Commitment over the [*] months prior to the [*] Traffic Commitment
End Date (the “[*] Traffic Commitment Payment”).




     (v) [*] If, by the Traffic Commitment End Date, Microsoft has not met
the [*], then, subject to all terms, conditions and limitations in this Agreement,
Microsoft shall pay Limelight an amount equal to (i) that amount of the Traffic
Commitment not attained as measured in Mbps including any Traffic Commitment
satisfied through any prior Traffic Commitment Payments made multiplied by (ii) the
weighted average price per Mbps (that is, total invoiced amount in US dollars, or if
in another currency, converted into US dollars, divided by the total traffic in
Mbps) using the actual traffic volume and invoiced amounts for traffic applicable to
the Traffic Commitment over the [*] prior to the Traffic Commitment End Date (the
“[*] Traffic Commitment Payment”).




     (vi) For example, if by [*]Microsoft has satisfied [*] Mbps-months of the
entire Traffic Commitment, and the weighted average price per Mbps for [*] was [*]
per Mbps, then the [*] Traffic Commitment Payment would be equal to:[*], and upon
payment of such amount, the amount of Traffic Commitment satisfied as of [*] would
be equal to [*] of the Traffic Comment. The [*] Traffic Commitment Payment, [*]
Traffic Commitment Payment, [*] Traffic Commitment Payment, [*] Traffic Commitment
Payment, and [*] Traffic Commitment Payment are each a “Traffic Commitment Payment,”
and collectively the “Traffic Commitment Payments.” Microsoft will pay any Traffic
Commitment Payment under the terms of Section 5(c)-(e), subject to Limelight’s
submission of an invoice, as set forth in Section 5(d).


4. EXTEND TERM OF AGREEMENT TO [*]. Section 17(a) of the Original Agreement shall be deleted in
its entirety and replaced with the following:





     Section 17 (a) Duration. Subject to Section 17(b)-(c) hereof, the period of
time during which this Agreement shall be in effect (the “Term”) commences on the
Effective Date and shall continue for a period of [*] thereafter. This Agreement
shall be renewable by mutual agreement of Microsoft and Limelight.



 
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In the event of any conflict between this Addendum and Original Agreement, this Addendum shall
control.




	 	 	 	 	 	 	 	 	 	 	 
	Limelight Networks, Inc.	 	 	 	Microsoft Corporation	 	 
	2220 West 14th Street	 	 	 	One Microsoft Way	 	 
	Tempe, AZ 85281	 	 	 	Redmond, WA 98052	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Jeffrey W. Lunsford
	 	 	 	Signature:
	 	/s/ Debra Chrapaty	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Printed Name: Jeffrey W. Lunsford	 	 	 	Printed Name: Debra Chrapaty	 	 
	Title: CEO	 	 	 	Title: Vice President	 	 
	Date: 3/20/07	 	 	 	Date: 3/19/07	 	 






 
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Exhibit-10.15



Edge Computing Network Service and License Agreement




     This Edge Computing Network Service and License Agreement (the “Agreement”) between Limelight
Networks, Inc., a Delaware corporation (“Limelight”), and Microsoft Corporation, a Washington
corporation (“Microsoft”) is effective as of the 1st day of March, 2007 (“Effective
Date”). Limelight and Microsoft are sometimes jointly referred to as the “Parties” and
individually referred to as a “Party.”



Recitals



WHEREAS, Limelight is in the business of providing content delivery network services; and



WHEREAS, Microsoft is the business of providing software, services and Internet technologies for
personal and business computing; and



WHEREAS, Microsoft desires to establish an edge computing network and technology that is an
extension of currently existing content delivery networks; and



WHEREAS, Microsoft desires to utilize Limelight’s expertise in building, maintaining and supporting
an edge computing network; and



WHEREAS, Limelight is prepared to (1) perform certain professional services, (2) perform certain
support services, and (3) license software, know how, trade secrets, and pending patent rights
pursuant to the terms and conditions set forth in this Agreement.



NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the
sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:




Agreement



1. DEFINITIONS.




     “Advance” shall have the meaning given in Section 5(b).



     “Additional Professional Services Payment” shall have the meaning given in Section 2(e).



     “Agreement” shall mean this Edge Computing Network Service and License Agreement, including
all exhibits and other attachments hereto, as the same may be amended from time to time.



     “Catch Up Payment” shall have the meaning given in Section 2(e).



     “Confidential Information” shall have the meaning given in the NDA.



     “CDN” means content delivery network.



     “Disputed Amount” shall have the meaning given in Section 5(e).



     “ECN Node Co-Location Agreement” shall have the meaning given in Section 2(a).



     “Effective Date” shall have the meaning given in the first paragraph of this Agreement.



     “Enhanced [*] Manager” shall have the meaning given in Section 4(a).





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     “Enhanced [*] Manager IPR” shall have the meaning given in Section 4(a).



     “Excluded License” shall have the meaning given in Section 4(b).



     “Excluded Service Traffic” shall have the meaning given in Section 6(c).



     “Excluded Software” shall have the meaning given in Section 3(a).



     “Fees” shall have the meaning given in Section 5(a).



     “Fix” shall have the meaning given in Section 3(e).



     “First [*] ECN Node” shall have the meaning given in Section 2(b).



     “Force Majeure” means any cause beyond a Party’s reasonable control, including acts of war,
acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute,
governmental act or failure of the Internet (not resulting from the actions or omissions of such
Party).



     “Form Co-Location Agreement” shall have the meaning given in Section 2(a).



     “Interconnection Points” shall have the meaning given in Section 8(a).



     “Intellectual Property Rights” means all trade secrets, patents, copyrights, trademarks, moral
rights, and any similar rights of any type under the laws of any governmental authority, domestic
or foreign, as well as applications for any such rights.



     “Know-How and Trade Secrets” has the meaning given in Section 3(a).



     “Licensed Patents” shall have the meaning given in Section 7(a).



     “Licensed Pending Patents” shall have the meaning given in Section 7(b)



     “Limelight Change of Control” shall mean a transaction or a series of related transactions:
(i) in which one or more related parties that did not previously own or control at least a fifty
percent (50%) equity interest in Limelight, obtains ownership or control of at least a fifty
percent (50%) equity interest in Limelight; or (ii) in which Limelight sells all or substantially
all of its assets.



     “Limelight Claims” shall have the meaning given in Section 14(b).



     “Limelight Indemnified Parties” shall have the meaning given in Section 14(b).



     “Limelight Content Delivery Service Agreement” means that certain Content Delivery Service
Agreement dated as of March 1, 2007 between Microsoft and Limelight.



     “Limelight Software” shall have the meaning given in Section 3(a).



     “Limelight Software Acceptance” shall have the meaning given in Section 3(d).



     “Limelight Software Delivery Date” shall have the meaning given in Section 3(d).



     “Limelight Software Fee” shall have the meaning given in Section 5(a).



     “Limelight Software [*]” shall have the meaning given in Section 3(e).



     “Limelight Technical Support Director” shall have the meaning given in Section 6(c).



     “Party” or “Parties” shall have the meaning given in the first paragraph of this Agreement.


  

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     “Microsoft Affiliate” shall mean any entity that directly or indirectly controls, is
controlled by or is under common control of Microsoft.



     “Microsoft Claims” shall have the meaning given in Section 14(a).



     “Microsoft Edge Computing Network Support Services” shall have the meaning given in Section
2(c).



     “Microsoft Edge Computing Network Specifications” shall have the meaning given in Section
2(a).



     “[*] ECN Node” and “[*] ECN Nodes” shall have the meaning given in Section 2(a).



     “[*] ECN Node Acceptance” shall have the meaning given in Section 2(b).



     “[*] ECN Node Rejection” shall have the meaning given in Section 2(b).



     “[*] ECN Node Space” shall have the meaning given in Section 2(a).



     “[*] ECN Node Equipment/Connectivity” shall have the meaning given in Section 2(a).



     “Microsoft Indemnified Parties” shall have the meaning given in Section 14(a).



     “Microsoft Modifications” shall have the meaning given in Section 3(f).



     “Microsoft Responsibilities” shall have the meaning given in Section 2(b).



     “[*] Traffic” shall have the meaning given in Section 6(c).



     “MVG” shall mean the Microsoft Vendor Guidelines which may be modified by Microsoft from time
to time and which are available at http://www.microsoft.com/about/companyinformation/procurement/process/contracting.asp. In the
event there is a conflict between the MVG and this Agreement, then this Agreement shall control.



     “NDA” shall have the meaning given in Section 10(a).



     “Patent Claims” shall have the meaning given in Section 14(a).



     “Peer Route Utilization” shall have the meaning given in Section 8(c).



     “Personal Information” shall have the meaning given in Section 12(a).



     “Professional Services” shall have the meaning given in Section 2(a).



     “Professional Services Fees” shall have the meaning given in Section 5(a).



     “Professional Services Fee End Date” shall have the meaning given in Section 2(e).



     “Publicly Available Software” shall mean each of (i) any software that contains, or is derived
in any manner (in whole or in part) from, any software that is distributed as free software, open
source software (e.g., Linux) or similar licensing or distribution models; and (ii) any software
that requires as a condition of use, modification and/or distribution of such software
that such software or other software incorporated into, derived from or distributed with such
software (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of
making derivative works; or (c) be redistributable at no charge. Publicly Available Software
includes, without limitation, software licensed or distributed under any of the following licenses


 

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or distribution models, or licenses
or distribution models similar to any of the following: (a)
GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (b) The Artistic License (e.g.,
PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community
Source License (SCSL), (f) the Sun Industry Source License (SISL), and (g) the Apache Server
license.



     “Readiness Criteria” shall have the meaning given in Section 2(b).



     “Services” shall mean Professional Services, Support Services, and any other services
performed by Limelight under this Agreement.



     “Software Error” shall have the meaning given in Section 3(d).



     “Streaming” means the transfer of data in a stream of packets that are interpreted and
rendered, in real time, by a software application as the packets arrive.



     “Subcontractor” shall have the meaning given in Section 9.



     “Support Services” shall have the meaning given in Section 2(c).



     “Successful Test Deployment” shall have the meaning given in Section 3(d).



     “Support Services Fees” shall have the meaning given in Section 5(a).



     “Traffic Commitment” shall have the meaning given in Section 6(c).



     “Traffic Commitment End Date” shall have the meaning given in Section 6(c).



     “Traffic Commitment Payment” shall have the meaning given in Section 6(c).



     “Traffic Commitment Report” shall have the meaning given in Section 6(c).



     “Traffic Commitment Start Date” shall have the meaning given in Section 6(c).



     “Term” shall have the meaning given in Section 17(a).



     “Transition Period” shall have the meaning given in Section 17(e).



     “Update” shall have the meaning given in Section 3(e)



     “[*] Traffic” shall have the meaning given in Section 6(c).


2. LIMELIGHT SERVICES.




     (a) Building [*] ECN Nodes. Limelight shall provide professional services (“Professional
Services”) to assist Microsoft in architecting, designing, and building Microsoft edge computing
node facilities at specified locations, as recommended by Limelight and as finally determined by
Microsoft, around the world (each, a “[*] ECN Node”, and collectively, the “[*] ECN Nodes”) [*],
consistent with the operations, specifications, timelines, and other requirements contained in
Exhibit A-1 to this Agreement (“Microsoft Edge Computing Network Specifications”).




     1. Initial Planning. Limelight and Microsoft shall meet one or more times (split
between Redmond, WA and Phoenix, AZ) for initial planning to develop a summary plan, along
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necessary, for
architecting, designing and building the First [*] ECN Node (defined below) integrated with
Limelight’s CDN logical locations.




     2. [*] ECN Node Space. Microsoft shall be responsible for obtaining space for [*] ECN
Nodes (“[*] ECN Node Space”). To assist Microsoft in obtaining [*] ECN Node Space, at
Microsoft’s request, Limelight shall give Microsoft notice if the option is available for
Microsoft to obtain [*] ECN Node Space through co-location in Limelight content delivery
network facilities. If so, then Microsoft’s use shall be under the terms of the form
co-location agreement set forth in Exhibit D (the “Form Co-Location Agreement”).
In such case, Limelight and Microsoft shall (i) complete the Form Co-Location Agreement for
a particular [*] ECN Node or other necessary equipment (e.g., a single server) (the “ECN
Node Co-Location Agreement”) and (ii) sign such ECN Node Co-Location Agreement prior to the
deployment of the applicable [*] ECN Node for such ECN Node Co-Location Agreement. Once an
ECN Node Co-Location Agreement has been executed by both Parties, Microsoft’s responsibility
for all charges associated with such [*] ECN Node (except for Support Services) shall be as
set forth in the applicable ECN Node Co-Location Agreement.




     3. [*] ECN Node Equipment & Connectivity. As part of the Professional Services
Limelight provides Microsoft under this Agreement, Limelight shall identify in writing the
equipment and connectivity needed for [*] ECN Nodes (“[*] ECN Node Equipment/Connectivity”)
and shall update the list of identified [*] ECN Node Equipment/Connectivity from time to
time as is reasonably necessary. It shall be Microsoft’s responsibility to obtain [*] ECN
Node Equipment/Connectivity.



     (b) [*] ECN Node Readiness.




     1. Initial Deployment will be One [*] ECN Node. Limelight and Microsoft agree that the
initial deployment under this agreement will be one [*] ECN Node [*] (the “First [*] ECN
Node”). Limelight and Microsoft further agree that the First [*] ECN Node will be deployed
in Microsoft’s [*] facility or such other location in the United States as the Parties
agree. The process for accepting the First [*] ECN Node is set forth below. The Parties
agree that no subsequent [*] ECN Nodes will be deployed, and Limelight has no obligation to
perform, or to continue to perform, any services in support
of the deployment of any subsequent [*] ECN Nodes, until after Microsoft has accepted
the First [*] ECN Node and has issued the Limelight Software Acceptance.




     2. Subsequent Deployment of [*] ECN Node. Upon completion of a [*] ECN Node
(including, for purposes of clarity, the First [*] ECN Node), Limelight shall provide
Microsoft an ECN Node Readiness Certificate in the form of Exhibit E along with all
materials supporting such ECN Node Readiness Certificate. The completion criteria that
Limelight shall use in assessing ECN Node readiness shall be substantially the same as the
criteria that Limelight uses in assessing the readiness of its own new CDN logical locations
(the “Readiness Criteria”). The current criteria that Limelight uses in assessing the
readiness of its own new CDN logical locations are provided in Exhibit F and may be
updated by Limelight from time to time upon notice to Microsoft. Microsoft shall have [*] after Limelight has issued the ECN Node Readiness Certificate to either
(i) accept the ECN Node Readiness Certificate (a “[*] ECN Node Acceptance”) or (ii) dispute
in good faith the actual readiness of the [*] ECN Node by


 

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specifying in writing and with
reasonable detail how the [*] ECN Node fails to meet the Readiness Criteria (a “[*] ECN Node
Rejection”). If Microsoft does not submit a [*] ECN Node Acceptance or [*] ECN Node
Rejection to Limelight within the notice period set forth in the preceding sentence, then it
shall be deemed that the [*] ECN Node has been accepted. If Microsoft issues a [*] ECN Node
Rejection, then Limelight shall have up to [*] to provide conclusive
evidence that such [*] ECN Node actually meets the Readiness Criteria. After providing such
conclusive evidence, Limelight shall issue the ECN Readiness Certificate for such [*] ECN
Node and the [*] ECN Node Acceptance shall be deemed issued for such [*] ECN Node. If
Limelight repeatedly fails to deliver any [*] ECN Node with an ECN Node Readiness
Certificate accepted by Microsoft within the mutually agreed dates set in accordance with
this Agreement, then, unless such failure is caused by Microsoft’s failure to meet its
obligations in Section 2(b)(4), Microsoft may, at its option: (i) accept and retain the [*]
ECN Node with all rights and obligations as set forth in this Agreement for such [*] ECN
Node; (ii) extend the period for acceptance; or (iii) except for cases where the failure to
deliver any [*] ECN Node with an ECN Node Readiness Certificate accepted by Microsoft within
the mutually agreed dates set in accordance with this Agreement is caused by Force Majeure,
terminate this Agreement for cause pursuant to Section 17, provided, however, that, if
Microsoft elects to terminate this Agreement under the circumstances provided for in this
section, Microsoft need not provide Limelight the cure period specified in Section 17 and
Microsoft will only be responsible for those charges that have accrued as of the termination
date. For purposes of clarity, Microsoft’s selection of an option (as set forth in the
immediate preceding sentence) for one [*] ECN Node, shall not dictate the option, if any,
Microsoft may chose for any other applicable [*] ECN Node.


  

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     3. After Issuing the ECN Node Readiness Certificate. Within a reasonable period of
time after issuing the ECN Node Readiness Certificate, Limelight shall (i) to the extent
practicable, manage the routing of user content requests for Microsoft-delivered content to
the applicable (based on standard criteria, such as logical Internet location and [*] ECN
Node availability) [*] ECN Node, (ii) to the extent practicable, manage the satisfaction of
user content requests for Microsoft-delivered content from the applicable (based on standard
criteria, such as logical Internet location and [*] ECN Node availability) [*] ECN Node;
(iii) manage such [*] ECN Node, (iv) monitor the [*] ECN Node for the parameters set forth
in Exhibit F, and, (v) deliver all such monitoring results to Microsoft. Limelight
will utilize a process for integrating new [*] ECN Nodes into the integrated delivery
infrastructure that is similar to Limelight’s own process for integrating its own new CDN
logical locations into its infrastructure. This process may include beginning with a
minority of deliverable content and gradually increasing the content delivered through the
node/location over a period of time, until reaching full utilization of the node/location.
At any time that Limelight determines that a [*] ECN Node is not ready for production
utilization or is operating in a substandard fashion, or at any time that Microsoft
reasonably believes that a [*] ECN Node is not ready for production utilization or is
operating in a substandard fashion and so notifies Limelight, Limelight may reduce its
utilization of, or cease utilizing completely, that [*] ECN Node until Limelight is able to
restore the [*] ECN Node to full readiness. For clarity, all communications facilities
charges related to [*] ECN Nodes, including collocation charges, Internet connection
charges, variable charges based on traffic and network utilization, network facilities
connecting the [*] ECN Node to the Limelight network, and all other charges, shall be (if
[*] ECN Node Space is obtained through co-location in Limelight content delivery network
facilities) as set forth in the applicable ECN Node Co-Location Agreement or paid as set
forth in Section 2(e), and if Microsoft obtains [*] ECN Node Space independently of
Limelight, then Microsoft shall be independently responsible for these charges.




     4. Microsoft Responsibility in ECN Node Readiness. Microsoft acknowledges it has
certain responsibilities set forth in Exhibit A-2 that are important in helping
ensure each [*] ECN Node is capable of receiving an ECN Node Readiness Certificate (the
“Microsoft Responsibilities”). Microsoft and Limelight shall communicate with reasonable
frequency about the scope and definition of the Microsoft Responsibilities and Microsoft’s
progress in discharging the Microsoft Responsibilities for each [*] ECN Node. Microsoft and
Limelight shall amend in writing the definition of the Microsoft Responsibilities as is
reasonably necessary (i) within [*] of the
Effective Date, and/or (ii) within [*] of the issuance of a [*] ECN Node Acceptance for the First [*] ECN Node.
Microsoft shall use commercially reasonable efforts to discharge the Microsoft
Responsibilities. In the event that [*] prior to a scheduled [*] ECN Node
delivery date Microsoft has not discharged the Microsoft Responsibilities for such [*] ECN
Node after the exercise of commercially reasonable efforts, then Microsoft and Limelight
shall discuss strategies and alternatives to the given [*] ECN Node, including, but not
limited to, deploying such [*] ECN Node in another location.


  

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     (c) [*] ECN Node Support Services. Limelight shall provide Microsoft services (“Support
Services”) to support and maintain [*] ECN Nodes, and the Services defined in the Limelight Content
Delivery Service Agreement, all consistent with the specifications, timelines, service levels, and
other requirements contained in Exhibit B-1 to this Agreement (“Microsoft Edge Computing
Network Support Services”). Limelight will provide to Microsoft (i) Tier 1, Tier 2, and Tier 3
Support Services (as set forth in Exhibit B-1) for the period commencing on the Effective
Date plus two months and ending [*] later, and (ii) Tier 3 Support Services for the period
commencing [*] after the Effective Date plus two months and ending [*] later.



     (d) New Features for Limelight Software. Except as expressly set forth in Section 3(e),
Limelight has no obligation to modify Limelight Software, including, but not limited to, providing
new functionality, revised functionality, and earlier implementation of planned functionality.



     (e) Committed Amount of Services; Catch Up Payment; Maximum Service Hours. Microsoft shall
have the right to use Professional Services, of the type and up to the maximum number of hours for
each type of Professional Services as specified in Exhibit B-2, from the Effective Date
through July 31, 2010 (the “Professional Services Fee End Date”) for the purpose of fully deploying
twenty-four (24) [*] ECN Nodes resulting in total Professional Services Fees of $[*] (except as set
forth below). Limelight shall report to Microsoft (i) monthly on the hours for each type of
Professional Service used for such month, and (ii) quarterly on the total hours used as compare to
the allocation, projection and maximum number of hours for each type of Professional Services as
set forth in Exhibit B-2. At Microsoft’s election, Limelight will meet and discuss the
number of hours of Professional Services used with the objective of helping ensure that all [*] ECN
Nodes will be deployed without the need for any Additional Professional Services Payment, and the
Parties will use good faith efforts to adjust staffing for Professional Services to meet that goal
and the objectives of this Agreement. In the event that as of the Professional Service Fee End
Date this Agreement has not been terminated and Limelight is not in material breach of this
Agreement, then such Professional Services will be deemed fully utilized by Microsoft and all
Professional Services Fees will be deemed fully earned by Limelight as of the Professional Service
Fee End Date, whether or not all [*] ECN Nodes have been deployed, and Microsoft shall pay
Limelight an amount equal to $[*] minus the total amount of Professional Fees accruing as of the
Professional Service Fee End Date (the “Catch Up Payment”). In the event that Microsoft utilizes
Professional Services such that the type and total hours at the corresponding hourly rate of
Professional Services (as set forth in Exhibit B-2) totals $[*] or more, then Microsoft
shall pay for any additional Professional Services in excess of $[*] at the applicable hourly rates
set forth in Exhibit B-2 (the “Additional Professional Services Payment”). Microsoft will
pay the Catch Up Payment and any Additional Professional Services Payment under the terms of
Section 5(c)-(e), subject to Limelight’s submission of an invoice, as set forth in Section 5(d).



     (f) Additional Items. Modifications to any exhibits may be added to this Agreement from time
to time with the mutual written agreement of Limelight and Microsoft and, when so added, such
modifications will become part of the applicable exhibit to which it pertains. Except for Fees and
Advance set forth in Section 5 (but including all other obligations in Section 5), Limelight shall
be responsible at its own cost for any and all equipment and/or software
necessary to adequately perform its obligations under this Agreement. Upon Microsoft’s
request, Limelight will meet with Microsoft to review Limelight’s performance and any issues


 

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related to Limelight’s compliance with the performance standards in this Agreement (including,
without limitation, the Microsoft Edge Computing Support Services, as set forth in Exhibit
B-1). Limelight agrees that it will not use any Microsoft facilities and/or any
Microsoft-provided equipment (including any equipment owned, leased or rented by Limelight for
performing its obligations under this Agreement) to perform services for any person or entity other
than Microsoft, without the prior written consent of Microsoft. In the event Microsoft provides
Limelight with Microsoft equipment for Limelight’s use in the performance of its obligations under
this Agreement, Limelight assumes the risk of loss, damage, theft or disappearance for all such
Microsoft equipment while in Limelight’s care, custody or control. In addition, Limelight shall
take no actions which affect Microsoft’s title or interest in such Microsoft equipment.



     (g) Project Reviews; Personnel. Microsoft and Limelight will meet reasonably frequently, but
at least weekly (decreasing to monthly after [*] of this Agreement), to review the
project objectives, scope and schedule; update or modify the schedule as needed; and to review the
status of performance for meeting the schedule and other requirements set forth in this Agreement.
For purposes of clarity, nothing in this section shall be construed as permitting an informal
process for amending this Agreement. Amendments to this Agreement may be made only as set forth in
Section 21(g). The Parties will create and send a single project report containing risks and
issues to identified team members at Microsoft and Limelight. Reasonably soon after the Effective
Date, but not later than [*], Limelight shall designate a project program manager
who shall be responsible for coordinating this meeting and creating the report referenced in this
section. Limelight may modify the designation of the project program manager from time to time.
Limelight agrees that it will consider Microsoft feedback regarding any Limelight employee or
Subcontractor.



     (h) Financial Information. In the event that Limelight learns that it has become or will
become insolvent, then, within [*] after Limelight so learns, Limelight shall submit
financial statements to Microsoft in sufficient detail to allow Microsoft to determine whether
Limelight shall be capable of continuing to perform its obligations hereunder, if and to the extent
such detailed financial statements are available to Limelight.



     (i) Non-Exclusivity; No Other Minimums. The Parties hereto agree that nothing contained in
this Agreement shall be construed as (i) creating an exclusive relationship between the Parties or
(ii) except as expressly set forth in Section 6(c), requiring Microsoft to obtain any minimum level
of services from Limelight.



     (j) Additional Terms and Conditions for Professional Services. All obligations of Limelight
under this Agreement to provide services of any kind, whether consulting, advising, recommending,
assisting, developing software or requirements, or any other activity of any kind that requires the
work of individuals (except sales activities), will be performed by Limelight by providing
Professional Services. Such Professional Services are limited to the type and the maximum number
of hours for each type of Professional Services as set forth in Exhibit B-2, and are
billable to Microsoft as set forth in Section 2(e) and Section 5(a)(1).


 

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3. LICENSES OF SOFTWARE AND INTELLECTUAL PROPERTY.




     (a) Limelight Software Definition. “Limelight Software” means software that as of the
Effective Date is used or required to plan, build, test, deploy, provide, maintain, support,
validate, secure, operate or bill any and all of Limelight’s [*] client-installed [*] manager, and
dynamic computational services, and including, but not limited to, Limelight’s [*]. Limelight
software shall not include the Excluded Software, defined below. “Excluded Software” means (i) any
software that Limelight does not have the [*]; (ii) software that is used to deploy, provide,
maintain, support, validate, secure, operate or bill Limelight’s content delivery services for
Adobe Flash Streaming, Real Networks Real Media on-demand and Streaming; Apple QuickTime or other
Apple format on-demand and Streaming; Shoutcast, Icecast, and other MP3 audio on-demand and
Streaming formats; and NNTP; (iii) software branded by Limelight as [*]”; and (iv) Limelight’s [*].
With respect to the [*], to the extent that Limelight can readily separate some or all of the
software functionality that executes URL redirections for the purpose of dividing services between
service delivery infrastructures, then the programs and related documentation (if any) that are
readily separable will be included as part of the Limelight Software. In the event that Limelight
cannot readily separate some or all of the software functionality that executes URL redirections
for the purpose of dividing services between service delivery infrastructures, then Limelight will
inform Microsoft how to build software functionality reasonably equivalent to the software
functionality that was not readily separable, as set forth in the preceding sentence. A partial
list of file names comprising Limelight Software is listed on Exhibit C-1 and a partial
list of specifications for Limelight Software is forth in Exhibit C-3. Limelight Software
also includes (i), the know-how and trade secrets expressly set forth in Exhibit C-2 (the
“Know-How and Trade Secrets”) and (ii) Updates.



     (b) Limelight Software License. Limelight, under all of its Intellectual Property Rights,
hereby grants to Microsoft:




     1. a non-exclusive, fully paid up, unlimited (except as set forth in Section 3(c)),
worldwide, [*] and irrevocable right and license to install, copy, use, modify and
create derivative works of the Limelight Software in [*];



     2. a non-exclusive, fully paid up, unlimited (except as set forth in Section 3(c)),
worldwide, [*] and irrevocable right and license to install, copy, use, modify and
create derivative works of the Limelight Software in [*];



     3. a non-exclusive, fully paid up, unlimited (except as set forth in Section 3(c)),
worldwide, [*] and irrevocable right and license to use the Know-How and Trade
Secrets, and



     4. the right to sublicense the rights set forth in this section, in whole or in part,
to Microsoft Affiliates and contractors (but only for such contractors’ use in performing
their obligations under their agreements with Microsoft or Microsoft Affiliates, as
applicable), or as otherwise necessary to achieve the objectives set forth in this
Agreement.



     (c) Limelight Software License Exception. The license granted by Limelight in Section 3(b)
does not include the right to use Limelight Software [*]. Limelight acknowledges and agrees that
as of the Effective Date, none of the services publicly available and offered under
[*]. The Limelight Software License is subject to the limitations expressly set forth in
Section


  

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5(a)(3) (Payment of Software License Fee) and Section 17 (d) (Termination/Survival of
Limelight Software License).



     (d) Limelight Software Delivery & Acceptance. Promptly after the execution of this Agreement,
but not later than [*], Limelight shall deliver the Limelight Software to Microsoft in
[*] only (along with an offer to provide a complete machine-readable copy of the
corresponding [*] solely for the open source software modules listed in Exhibit
C-1), along with a list of all software required to make the Limelight Software fully
operational that Limelight does not deliver. The date on which Limelight initially delivers the
Limelight Software and list of other software to Microsoft will be the “Limelight Software Delivery
Date.” Promptly after the Limelight Software Delivery Date, Microsoft shall commence deploying the
Limelight Software in an internal, production test environment for the purpose of having the
Limelight Software fully operational in such production test environment (the “Successful Test
Deployment”). After (i) the Successful Test Deployment, and (ii) Microsoft’s issuance of the ECN
Node Acceptance for the First [*] ECN Node (satisfaction of both being the “Limelight Software
Acceptance”), the Limelight Software License Fee shall be due as set forth in Section 5(a)(3), and
Limelight will deliver the Limelight Software to Microsoft in [*] and [*].
Microsoft may notify Limelight at any time of any potential defect it identifies in the Limelight
Software (each such potential defect being a “Software Error”) by notifying Limelight in writing or
by opening a ticket on Limelight’s electronic incident reporting system, providing as much detail
as is reasonably possible. Limelight shall respond to Software Error notifications within a
reasonable period of time. Software Errors that are not actual software defects, but that reflect
the correct operation of the Limelight Software, will not be corrected. Any Software Error
reported during the Term that is identified by Limelight as constituting an actual software defect
will be corrected by Limelight within a reasonable period of time. If Limelight repeatedly fails
to correct Software Errors that preclude either the Successful Test Deployment or the Limelight
Software Acceptance, then Microsoft may, at its option: (i) accept and retain the Limelight
Software with all rights and obligations as set forth in this Agreement for such Limelight Software
by issuing the Limelight Software Acceptance; or (ii) terminate this Agreement for cause pursuant
to Section 17, provided, however, that, if Microsoft elects to terminate this Agreement under the
circumstances provided for in this section, Microsoft need not provide Limelight the cure period
specified in Section 17 and Microsoft will only be responsible for those charges that have accrued
as of the termination date. For purposes of clarity, Microsoft’s selection of an option (as set
forth in the immediate preceding sentence) for Successful Test Deployment, shall not dictate the
option, if any, Microsoft may chose for Limelight Software Acceptance.



     (e) Limelight Software Updates & Documentation. Commencing after the Effective Date,
Limelight shall provide Microsoft (i) [*], and (ii) all error corrections, bug fixes, enhancements,
revisions or modifications to the Limelight Software, all in [*] and [*], that Limelight makes to the Limelight Software through the Term, and (iii) all error
corrections intended to mitigate software defects that directly and adversely affect the core
service operation, that Limelight makes in its own deployed instance(s) of the Limelight Software,
to the extent that such error corrections are separately identifiable as applicable solely to the
Limelight Software, all in [*] and [*], occurring during the
Term (subpart (ii) and (iii) are each a “Fix,” and collectively with the Limelight Software
[*], the “Updates”). For purposes of clarity, nothing in this Agreement shall be construed as
requiring


  

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Limelight to release Limelight Software [*]. Limelight shall have no obligation to
create any error correction or update to any of the Limelight Software after the Term, whether or
not Microsoft identifies a software error after that date. Microsoft understands and acknowledges
that Limelight may in the future replace some or all modules of the Limelight Software within
Limelight’s own operations, and that once Limelight has replaced a module of the Limelight Software
with a replacement module, that Limelight will make no further error corrections to, or updates to,
the replaced module. Also, in the event that Limelight deploys Limelight Software [*], then
Limelight will cease supporting the first version of the Limelight Software a reasonable time after
the later of the date that: (i) Limelight delivers Microsoft Limelight Software [*]; and (ii)
Limelight fully deploys Limelight Software [*] throughout its own production environment. In no
event shall Limelight be required under this Agreement to develop Limelight Software error
correction due to a problem that is not attributable to Limelight. Limelight shall provide
Microsoft with reasonable access to intermediate check-ins, final-form [*], designs,
diagrams, specifications, requirements, test plans, prototypes and development history for the
Limelight Software for which Limelight has the right to disclose [*], and will identify all
other software used in or relied upon in the Limelight Software which is currently deployed and
operated within the Limelight contend delivery network.



     (f) Microsoft Modification of Limelight Software. In the event that Microsoft modifies the
Limelight Software, then Microsoft, in its sole discretion, may elect
to deliver source and [*] for such modifications to Limelight under the license set forth in this section. For purposes
of clarity, nothing in this section shall be construed as requiring Microsoft to deliver or license
to Limelight any software, including modifications of the Limelight Software. Subject to the
provisions of this Agreement, in the event that Microsoft delivers its modifications of the
Limelight Software to Limelight, in either source or [*], then with respect to such
delivered software (the “Microsoft Modifications”), Microsoft hereby grants Limelight a perpetual,
non-exclusive, non-assignable, nontransferable, worldwide, personal, limited license to use the
Microsoft Modifications solely for Limelight’s content delivery network service. In the event that
Microsoft licenses Microsoft Modifications to Limelight under this section and Limelight chooses to
use such Microsoft Modifications, then, subject to appropriate Limelight business and strategic
evaluation, functional evaluation, review, testing and other quality assurance activities,
Limelight will use commercially reasonable efforts to evaluate the Microsoft Modifications for
deployment in, or in conjunction with, Limelight’s deployment of Limelight Software, provided that,
such deployment of Microsoft Modifications does not interfere with, conflict with, negatively
affect, or otherwise harm Limelight’s business, operations, financial performance, or industry
reputation; and if necessary and if Limelight has elected to deploy the Microsoft Modifications,
Limelight will use commercially reasonable efforts to enable Microsoft, at Microsoft’s expense, to
deploy additional systems within Limelight’s service delivery infrastructure which can communicate
directly with Microsoft Modifications, provided that such systems do not interfere with, conflict
with, or otherwise harm Limelight’s business.



     (g) Microsoft Caused Software Errors. In the event that Microsoft reports to Limelight or
Limelight otherwise identifies a Software Error (for example, due to degraded
performance) and such Software Error is found to have been contained within or caused by
Microsoft’s modification of the Limelight Software, then any Tier 3 engineering resources used to
identify and resolve or otherwise correct such Software Error shall be chargeable as


  

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Professional
Services as set forth in this Agreement. For purposes of clarity, any Tier 3 engineering resources
used to identify and resolve or otherwise correct any other Software Errors, including those caused
by Microsoft Modifications that Limelight introduces into the Limelight Software code base will not
be chargeable as Professional Services.


4. OTHER SOFTWARE




     (a) Enhanced [*] Manager. Limelight and Microsoft may elect to [*] based on Limelight’s [*].
If the Parties so elect, then the Parties shall establish a written program and agreement,
manually signed by each Party, for [*] a specification for the Enhanced [*] Manager, a schedule for
[*] Enhanced [*] Manager, a list of persons assigned to perform program management, software
development and testing, and including such other details as are reasonably necessary for [*]. All
Intellectual Property Rights that are created, developed, written, conceived or first reduced to
practice as a result of [*] Enhanced [*] Manager [*] shall be allocated as expressly set forth in
the written agreement for such Enhanced [*] Manager [*].



     (b) Other Microsoft Software. If Microsoft provides software, related materials or other
items (such as documentation, photographs, music, graphics, multimedia, prototypes, or demos) for
Limelight’s use to perform Services, other than Microsoft Modifications (which is governed by
Section 3(f)) or the Enhanced [*] Manager (which is governed by Section 4(a)), then Limelight’s use
of the software or item shall be governed by the license which is contained in it or accompanies
such software or item when delivered to Limelight. If no such license exists, then Microsoft
grants Limelight a nonexclusive, nontransferable, non-assignable, limited license to use the
software or item, as appropriate, solely for the purpose of creating and performing Services. Such
license rights do not include any license, right, power or authority to subject the Microsoft
software or item, in whole or in part, to any terms of an Excluded License. Microsoft or its
suppliers retain all right, title, and interest in and to the software or item. “Excluded License”
means any license requiring, as a condition of use, modification and/or distribution of the
software subject to the license, that such software or other software combined and/or distributed
with it be (a) disclosed or distributed in [*] (b) licensed for the purpose of making
derivative works; or (c) redistributable at no charge.



     (c) Microsoft Products. In the event that Limelight makes proposals for enhancements to,
and/or additional functionality for, Microsoft software products which are designed to improve the
delivery performance, data accuracy, cost efficiency, and/or revenue productivity/yield of the
Limelight content delivery network or the Microsoft edge computing network, then Microsoft shall
use good faith efforts to receive and, as appropriate, consider such proposals.


5. LIMELIGHT FEES.




     (a) Fees and Rates. Microsoft shall pay Limelight the fees set forth in Section 5(a)(1-3)
(collectively, the “Fees”) in accordance with the terms of this Agreement, including, but not
limited to, Sections 5(c)-(e):




     1. Professional Service Fees. For each [*] ECN Node that Microsoft issues a [*] ECN
Node Acceptance, Microsoft shall pay Limelight a one-time fee for Professional Services
(“Professional Services Fees”) in the amount of:


  

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	 	i.	 	[*] UNITED STATES DOLLARS (US$[*] for [*]
ECN Nodes [*];
	 
	 	ii.	 	[*] UNITED STATES DOLLARS (US$[*] for [*]
ECN Node number [*];
	 
	 	iii.	 	[*] UNITED STATES DOLLARS (US$[*] for [*]
ECN Nodes number [*];
	 
	 	iv.	 	[*] UNITED STATES DOLLARS (US$[*] for [*]
ECN Nodes number [*];
	 
	 	v.	 	[*] UNITED STATES DOLLARS (US$[*] for [*]
ECN Nodes number [*];






If Microsoft issues ECN Node Acceptances for less than [*] ECN Nodes, then the provisions of
Section 2(e) shall apply. The Professional Services Fees for [*] ECN Nodes number [*] and
above shall be that amount mutually agreed to by Limelight and Microsoft in writing prior to
commencing any Professional Services for such [*] ECN Nodes. Limelight will separately
invoice Microsoft for the reasonable and actual expenses it incurs in providing the
Professional Services under this agreement, including, but not limited to, travel, lodging
and meals, and, provided that Limelight complies with the MVG for such expenses, such
invoices will be paid as set forth in Section 5(c)-(e).




     2. Support Services Fees. For each [*] ECN Node that Microsoft issues a [*] ECN Node
Acceptance, Microsoft shall pay Limelight a one-time fee for Support Services rendered
during the Term (“Support Services Fees”) in the amount of [*] DOLLARS (US$[*] for each [*]
ECN Node number [*]. The Support Services Fees for [*] ECN Nodes number [*] and above shall
be that amount mutually agreed to by Limelight and Microsoft in writing prior to commencing
any Support Services for such [*] ECN Nodes. By way of example, if, during the Term,
Microsoft issues [*] ECN Node Acceptances for [*] ECN Nodes, then Limelight would have
earned Support Service Fees totaling $[*]; and, on the other hand, if, during the Term,
Microsoft issues [*] ECN Node Acceptances for [*] ECN Nodes, then Limelight would have
earned Support Service Fees totaling $[*]. For purposes of clarity, Limelight is
responsible for any expenses it incurs in providing the Support Services under this
agreement, including, but not limited to, travel, lodging and meals.




     3. Software License Fee. After Microsoft issues the Limelight Software Acceptance,
Microsoft shall pay Limelight a one-time fee to license the Limelight Software (the
“Limelight Software License Fee”) in the amount of [*] UNITED STATES DOLLARS (US$[*] payable
in two installments as follows:




	 	i.	 	[*] UNITED STATES DOLLARS (US$[*] shall
accrue on [*] of the [*] ECN Node Acceptance for the First [*] ECN
Node; and
	 
	 	ii.	 	[*] UNITED STATES DOLLARS (US$[*] shall
accrue on the date that is [*] after the date of issuance of the [*]
ECN Node Acceptance for the First [*] ECN Node.






For purposes of clarity, the Limelight Software License Fee is the entire payment Microsoft
will owe Limelight for Limelight Software license fees, including, Limelight Software [*],
if any, or any other Update, regardless of how many Updates Limelight


  

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delivers and/or
Microsoft accepts. For purposes of clarity, in the event this Agreement terminates or
expires prior to Microsoft’s issuance of the Limelight Software Acceptance, then Microsoft
will have no obligation to pay the Limelight Software License Fee and the Limelight Software
License shall expire as of the date of termination or expiration, as applicable, of this
Agreement.



     (b) Advance Against Service Fee. As of the Effective Date, Microsoft shall pay Limelight a
refundable advance of [*] UNITED STATES DOLLARS (US$[*] (the “Advance”). Limelight shall invoice
Microsoft for the Advance, and such invoice will be paid as set forth in Section 5(c)-(e).
Microsoft may offset the Advance against the Professional Service Fees by offsetting $[*] against
each of the two payments of $[*] due upon Microsoft’s acceptance of [*] ECN Nodes numbers [*]. In
the event that by the earlier of [*] and the termination date of this Agreement,
Limelight Professional Service Fees billings have not been sufficient to offset the entire amount
of the Advance, then Limelight shall promptly (but not later than [*]) pay Microsoft
the amount of the non-offset portion of the Advance upon written notice by Microsoft.



     (c) Payment Terms. Limelight shall invoice Microsoft for Professional Services Fees, Support
Services Fees and Limelight Software License Fee as each accrues under this Agreement. Limelight
shall invoice Microsoft for all other Fees incurred for Services during a month on or after the [*] of the month following the month in which the Services were provided. Upon receipt of a
correct and undisputed invoice, Microsoft shall pay the invoice net [*] from the date
of the invoice. Payments shall be made according to Microsoft’s then-current payment policies,
which include payment via ACH electronic payment to Limelight’s financial institution under
instructions supplied by Limelight in Microsoft’s ACH Electronic Payment form.



     (d) MS Invoice. Limelight shall invoice Microsoft for all amounts via the MS Invoice online
tool in accordance with the then-current requirements at http://invoice.microsoft.com. All invoices
shall be submitted with line-item detail identifying all aspects of the Service provided to
Microsoft. Invoices shall not bear an invoice date earlier than the date on which Limelight shall
be entitled to be paid under this Agreement, or if not specified, invoices may be issued monthly in
arrears.



     (e) Disputed Amounts. Microsoft may dispute any invoice by providing written notice to
Limelight within [*] of receiving the invoice (each a “Disputed Amount”). All Disputed
Amounts that Microsoft agrees in writing to pay, or that are required to be paid pursuant to a
final court order or arbitration award (along with any other amounts legally required, e.g., by
statute or under this Agreement), shall be paid on the payment terms in Section 5(c)-(d). Payment
of an invoice without asserting a dispute is not a waiver of any claim or right.
Failure to dispute an invoiced amount within the [*] period shall not be deemed a waiver of
any claim unknown to Microsoft at the time.


6. LIMELIGHT CONTENT DELIVERY SERVICE AGREEMENT AMENDMENTS. The Parties amend the Limelight
Content Delivery Service Agreement, as more fully set forth in this section.



  

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     (a) Service Fee. All pricing is as set forth in the Limelight Content Delivery Service
Agreement.



     (b) Contract Pricing Adjustment. Limelight and Microsoft agree that they will meet to
discuss adjusting the prices recited in the Limelight Content Delivery Service Agreement [*] (and
such other additional times as the Parties agree) to reflect any change in market prices for CDN
services of the amount and type contained herein. The Parties acknowledge that any changes in
pricing will have an inverse effect on the balance of the Traffic Commitment; that is, an increase
in pricing will result in a decrease in the balance of the Traffic Commitment, and a decrease in
pricing will result in an increase in the balance of the Traffic Commitment. Such adjustment to
pricing and the balance of the Traffic Commitment shall be made via a written amendment to the
Limelight Content Delivery Service Agreement (for adjustments to pricing) and this agreement (for
adjustments to the Traffic Commitment) and shall be effective as of [*], unless such written
amendment is agreed [*] of that year, in which case such change shall be effective as of the first
day of the calendar quarter in which such written amendment is actually reached. If Limelight and
Microsoft are not able to agree as to the terms of an amendment to adjust the prices recited in the
Limelight Content Delivery Service Agreement and the balance of the Traffic Commitment, then the
prices contained in the Limelight Content Delivery Service Agreement and the balance of the Traffic
Commitment will remain in effect until such time as the Parties are able to reach an agreement. If
Limelight and Microsoft agree that no change in the prices recited in the Limelight Content
Delivery Service Agreement is warranted, then no amendment to this agreement need be executed.



     (c) Traffic Commitment. During the time period commencing on [*] and ending [*] from the
Effective Date, and subject to terms, conditions and limitations set forth in this Agreement,
Microsoft shall meet the Traffic Commitment, defined below.




     1. Definition. “Traffic Commitment” means total usage of CDN Services, where
Services are as defined in and used under the Limelight Content Delivery Service Agreement
for all Microsoft properties and/or online services in all markets worldwide representing
the sum of the billable traffic rate calculated for each month (except for Excluded Service
Traffic, defined below) and equal to [*] Mbps-months over the time period starting [*] (the
“Traffic Commitment Start Date”), and ending [*] from the Effective Date (the “Traffic
Commitment End Date”), subject to any adjustments as set forth in this Agreement. “Excluded
Service Traffic” means (i) the traffic in Mbps for [*] for any Service, as defined under the
Limelight Content Delivery Service Agreement (the “[*] Traffic”) plus the traffic
for [*] Interactive News, LLC for any Service, as defined under the Limelight Content
Delivery Service Agreement (the “[*] Traffic”) up to a maximum of [*] Mbps, and (ii) the
traffic for any acquisition by Microsoft of an existing
Limelight customer up to a maximum of the average traffic over the last six (6) months
prior to such acquisition for those specific services such customer was using immediately
prior to such acquisition, provided that Limelight promptly notifies Microsoft in writing
that such acquisition was an existing Limelight customer. For example, if in a given month
the [*] Traffic equals [*] Mbps for small object/file caching and the [*] Traffic equals [*]
Mbps for small object/file caching, then the amount of Excluded Service Traffic equals [*]
Mbps-months of Excluded Traffic for that month. For further example, if, in a given month
the [*] Traffic equals [*] Mbps for small object/file caching and the [*] Traffic equals [*]
for small object/file caching, then the amount of Excluded Service


  

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Traffic equals the Actual
[*] Traffic of [*] the Actual [*] Traffic of [*] Mbps-months of Excluded Traffic for that
month. For clarity as to how to calculate Mbps-months for Services under this Agreement, if
Limelight bills Microsoft for [*] Mbps for Services (in all cases, excluding Excluded
Service Traffic) in [*], then that month will represent [*] Mbps-months of
performance against the Traffic Commitment; if Limelight then bills Microsoft for [*] Mbps
for Services in [*] then that month will represent [*] Mbps-months of performance against
the Traffic Commitment and [*] will represent [*] of performance against the [*]; and if
Limelight then bills Microsoft [*] Mbps for Services in [*], then that month will represent
[*] Mbps-months of performance against the Traffic Commitment and the [*] will represent [*]
Mbps-months in total performance against the Traffic Commitment.




     2. Adjustments to Traffic Commitment.




     i. Reduction. In the event that this Agreement terminates
early such that the Term is less than [*], then the Traffic Commitment shall
be reduced pro rata based on the actual time period of the Term of this
Agreement as compared to [*] (for example, if the Term is [*], then the
Traffic Commitment shall be reduced by [*], or [*]). In the event that
Limelight fails to meet the service level agreement for any Service under
the Limelight Content Delivery Service Agreement in any calendar month for a
particular Microsoft property, then the Traffic Commitment shall be reduced
by an amount equal to (i) the traffic for such Microsoft property in the
month immediately preceding the calendar month Limelight failed to meet such
service level agreement, multiplied by (ii) three (3).




     ii. GB Pricing Conversion. For purposes of satisfying the
Traffic Commitment (which, of course, is measured in Mbps), the amount of
Mbps that applies to the Traffic Commitment for all traffic which Microsoft
pays under a per Gigabyte (GB) billing model, but not including storage
services paid for under a per Gigabyte (GB) billing model, shall be
determined using the following formula: [*] for traffic under the [*]
divided by the corresponding then current standard [*]” is the volume of
traffic to be applied to the [*] for that month. Storage services paid for
under a per Gigabyte (GB) billing model do not count towards the Traffic
Commitment.




     3. Reporting. Each month after the Traffic Commitment Start Date, by the
[*] of the month, Limelight shall report (the “Traffic Commitment
Report”) to Microsoft (i) the amount of Traffic Commitment Microsoft attained for the month,
(ii) the total amount of the Traffic Commitment Microsoft has attained, and (iii) the amount
of the Traffic Commitment remaining. If Microsoft disputes any aspect of the Traffic
Commitment Report, then Microsoft shall notify Limelight of such dispute, and the Parties
shall in good faith work to mutually agree on the correct figures for the Traffic Commitment
Report.




     4. Failure to Attain. If, by the Traffic Commitment End Date, Microsoft has
not met the Traffic Commitment, then, subject to all terms, conditions and limitations in


  

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this Agreement, Microsoft shall pay Limelight an amount equal to (i) that amount of the
Traffic Commitment not attained as measured in Mbps multiplied by (ii) the weighted average
price per Mbps (that is, total invoiced amount in US dollars, or if in another currency,
converted into US dollars, divided by the total traffic in Mbps) using the actual traffic
volume and invoiced amounts for traffic applicable to the Traffic Commitment [*] to the
Traffic Commitment End Date (the “Traffic Commitment Payment”). Microsoft will pay the
Traffic Commitment Payment under the terms of Section 5(c)-(e), subject to Limelight’s
submission of an invoice, as set forth in Section 5(d).




     5. Technical Support Director. To assist Microsoft with meeting its
obligations under this section, Limelight shall provide a Senior Technical Support Director,
or (at Limelight’s discretion) a more senior person (the “Limelight Technical Support
Director”), within [*] of the Effective Date, to assist Microsoft, at
Microsoft’s discretion, with facilitating the on-boarding of Services, as defined under the
Limelight Content Delivery Service Agreement, to Microsoft properties and assist Microsoft
with interacting with Limelight. Each month the Limelight Technical Support Director shall
send a report to Microsoft and the Limelight Senior Vice President of Business Development
(or such other person(s) as Limelight shall deem appropriate) outlining in reasonable detail
the significant aspects of the Parties’ relationship, including, but not limited to, new
properties added, properties removed, traffic usage and patterns, SLA concerns, and root
case analysis for any problems that arose from the previous month’s service. At Microsoft’s
discretion, the Limelight Technical Support Director may reside in an office on the
Microsoft campus facility (but, for purposes of clarity, Microsoft is under no obligation to
provide the Limelight Technical Support Director an office or other facilities), and if so,
then Limelight and the Limelight Technical Support Director shall comply with all
obligations related to using such Microsoft office or other facilities, as set forth in this
Agreement, the MVG or any other Microsoft policy made available to Limelight.




     6. Payment for Services under the Limelight Content Delivery Service Agreement.
All payment for Services (as defined under the Limelight Content Delivery Service
Agreement) shall be as set forth in the Limelight Content Delivery Service Agreement.


7. PATENT LICENSE




     (a) By Microsoft.




     1. Microsoft hereby grants to Limelight a personal, nonexclusive, nontransferable,
nonsublicensable license under the Licensed Patents in the jurisdictions in which any of the
Licensed Patents has issued to make and use the inventions claimed in the Licensed Patents,
as limited by the exclusion set forth in Section 7(a)(2) below. “Licensed Patents” means
the following patents: [*]. All rights not expressly granted in this section are reserved.
No additional rights whatsoever (including, without limitation, any implied licenses) are
granted by implication, estoppel or otherwise. Without limiting the generality of the
foregoing, the license in this section does not include, and Microsoft does not grant, any
right under any patent or intellectual property other than the Licensed Patents. Further,
Microsoft reserves any and all rights to, and shall not have any


  

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obligation to, apply for,
register, prosecute, perfect, maintain, enforce or take any other action with respect to any
Microsoft intellectual property rights, including, but not limited to, the Licensed Patents.
Microsoft may terminate the patent license in this section by giving Limelight written
notice of termination in the event that: (a) the Agreement is terminated due to Limelight’s
breach as set forth in Section 17(b) or 17(c); (b) Limelight or any of its affiliates
commences, directs or controls any legal action seeking to render any of the Licensed
Patents or any claim under any of the Licensed Patents invalid or unenforceable; (c)
Limelight or any of its affiliates brings any proceeding of any kind against Microsoft or
any of its affiliates for infringement of any patent relating to any functionality described
in the Licensed Patents on account of any making, use, sale, offering, importing,
disposition or promotion of any Microsoft product, technology or service; or (d) this
Agreement expires and after such expiration there is a Limelight Change of Control involving
a competitor of Microsoft, or Limelight sells a material portion of its assets relating to
the subject matter of this Agreement to a competitor of Microsoft.




     2. Patent License Exclusion. The patent license granted by Microsoft in Section
7(a)(1) does not include the right to make or use the inventions claimed in the License Patents for
the sale, license or other distribution of [*] including, but not limited to, [*] excluding [*]
such as [*].



     (b) By Limelight.




     1. Limelight hereby grants to Microsoft a personal, nonexclusive, nontransferable,
nonsublicensable license under the Licensed Pending Patents in the jurisdictions in which
any of the Licensed Pending Patents has issued to make and use the inventions claimed in the
Licensed Pending Patents, as limited by the exclusion set forth in Section 7(b)(2).
“Licensed Pending Patents” means the patents that issue under any of the following patent
applications, including continuations: [*]. All rights not expressly granted in this
section are reserved. No additional rights whatsoever (including, without limitation, any
implied licenses) are granted by implication, estoppel or otherwise. Without limiting the
generality of the foregoing, the license in this section does not include, and Limelight
does not grant, any right under any patent or intellectual property other than the Licensed
Pending Patents. Further, Limelight reserves any and all rights to, and shall not have any
obligation to, apply for, register, prosecute, perfect, maintain,
enforce or take any other action with respect to any Limelight intellectual property
rights, including, but not limited to, the Licensed Pending Patents. Limelight may terminate
the patent license in this section by giving Microsoft written notice of termination in the
event that: (a) the Agreement is terminated due to Microsoft’s breach as set forth in
Section 17(b); (b) Microsoft or any of its affiliates commences, directs or controls any
legal action seeking to render any of the Licensed Pending Patents or any claim under any of
the Licensed Pending Patents invalid or unenforceable; or (c) Microsoft or any of its
affiliates brings any proceeding of any kind against Limelight or any of its affiliates for
infringement of any patent relating to any functionality described in the Licensed Pending
Patents on account of any making, use, sale, offering, importing, disposition or promotion
of any Limelight product, technology or service.


  

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     2. Patent License Exclusion. The patent license granted by Limelight in Section 7(b)(1)
does not include the right to make or use the inventions claimed in the License Pending
Patents to offer for sale [*]. Limelight acknowledges and agrees that as of the Effective
Date, none of the services publicly available and offered under [*].


8. PEERING.




     (a) Exchange of Traffic. Microsoft and Limelight may exchange TCP/IP data traffic over their
respective networks, i.e., Limelight would route its traffic through the [*] ECN Node, and
Microsoft would route its traffic (except for traffic under the Limelight Content Delivery Service
Agreement) through the Limelight content delivery network. If the Parties so elect to exchange
data traffic, then the Parties will set forth in writing the interconnection points for such data
traffic exchange (the “Interconnection Points”), and each Party shall provide, at its own expense,
connections from its network to the Interconnection Point. Neither Party shall monitor, filter or
otherwise restrict the contents of the other Party’s data or traffic as it passes through the
Interconnection Points except (i) pursuant to an appropriate confidentiality agreement as necessary
for network service or network security, including without limitation to respond to spamming or
denial of service attacks, so long as a Party is in compliance with applicable law; (ii) pursuant
to the Parties’ respective Acceptable Use Policies; or (iii) in compliance with applicable law or
an applicable court order or subpoena. Either Party may monitor control traffic or TCP/IP header
and protocol information necessary solely for the operation, problem resolutions and engineering of
the Party’s network. The Parties may share this information with each other for such purposes. In
no event shall the monitoring Party disclose such information to third parties, except (i) pursuant
to an appropriate confidentiality agreement as necessary for network service or network security,
including without limitation to respond to spamming or denial of service attacks; or (ii) in
compliance with applicable law or an applicable court order or subpoena. Neither Party shall
provide to third parties any samples or statistical information derived from the data traffic that
passes through the Interconnection Points except (i) pursuant to an appropriate confidentiality
agreement as necessary for network service or network security, including without limitation to
respond to spamming or denial of service attacks; or (ii) in compliance with applicable law or an
applicable court order or subpoena, provided that either Party may collect statistical information
derived from the data traffic solely for the purposes of operation, problem resolution and
engineering of that Party’s network.



     (b) Technical and Operational Matters. If Microsoft and Limelight elect to exchange traffic
as set forth in Section 8(a), then the Parties shall work together to establish mutually acceptable
performance objectives and operational procedures to enable each Party to provide a high quality
service over its network and the Interconnection Points in a cost effective manner.



     (c) Pricing. If Microsoft and Limelight elect to exchange traffic as set forth in Section
8(a), then the Parties shall establish in writing the charge for Peer Route Utilization, defined
below (provided that, the maximum charge shall be mutually agreed to at the time the exchange of
traffic is developed and as modified by the Parties from time to time, using the Burstable Billing
calculation method set forth in the Limelight Content Delivery Service Agreement. “Peer Route
Utilization” means the amount of traffic delivered for Microsoft on the Limelight content delivery
network using Limelight’s settlement-free routes (except for traffic


 

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under the Limelight Content
Delivery Service Agreement), and similarly, the amount of traffic delivered for Limelight on the
[*] ECN Node using Microsoft’s settlement-free routes, provided that (i) the Mbps delivered by the
[*] ECN Node will be calculated by measuring the Mbps delivered at each [*] ECN Node location using
the Burstable Billing method (as set forth in the Limelight Content Delivery Service Agreement),
and then summing the measurements of each location to arrive at a [*] ECN Node total Mbps
delivered, (ii) the Mbps delivered on peer routes will be similarly measured at each Limelight
content delivery network and [*] ECN Node location, and (iii) the measurement will occur in
aggregate across all Microsoft properties. If Microsoft pays Limelight under this section, then
such payment shall be paid as set forth in Section 5(c)-(e), subject to Limelight’s submission of
an invoice, as set forth in Section 5(d). If Limelight pays Microsoft under this section, then
Microsoft shall issue Limelight an invoice for such amount and Limelight shall pay Microsoft the
invoiced amount within [*] or, at Microsoft’s discretion, Microsoft may offset any
amounts Limelight owes Microsoft under this section against any amounts Microsoft owes to
Limelight.



     (d) Peering Reports. Limelight shall provide Microsoft (i) a monthly report detailed for each
Microsoft property displaying traffic, co-lo, network usage, rack, power, and peering over the
Limelight Network, and (ii) a monthly report for Limelight traffic, co-lo, network usage, rack,
power, and peering over the [*] ECN Node network. Limelight will reconcile these two reports and
provide a document showing the Peer Route Utilization for that month provided for both the [*] ECN
Nodes and the Limelight Network.


9. SUBCONTRACTING OF WORK. Limelight shall not subcontract all or any portion of the Services to
third parties (each, a “Subcontractor”) without the express prior written consent of Microsoft,
which consent shall not be unreasonably withheld. In the event Microsoft approves the use of a
Subcontractor, Limelight agrees to do so in compliance with the MVG and the following conditions:




     (a) Limelight guarantees its Subcontractor’s fulfillment of the applicable obligations imposed
on Limelight by this Agreement.



     (b) Limelight shall indemnify Microsoft for all damages and/or costs of any kind, to the
extent set forth in Section 14 herein, incurred by Microsoft or any third party and caused by
Subcontractor’s fulfillment of the applicable obligations imposed on Limelight by this
Agreement.



     (c) Limelight agrees to make all payments to the Subcontractor for Services performed for
which Subcontractor was hired. If Limelight fails to pay a Subcontractor for Services performed
and there is no existing bona fide dispute between Limelight and the Subcontractor related to such
unpaid amount, then after Microsoft provides [*] advance written notice to Limelight,
Microsoft shall have the right, but not the obligation, to pay such Subcontractor for such
Services. Microsoft shall then have the right to offset any amounts
due and owing to Limelight with the amounts paid to such Subcontractor.  Limelight shall indemnify
Microsoft for all damages and/or costs of any kind, without limitation, incurred by Microsoft caused
by a failure of Limelight to pay a Subcontractor for Services performed. Limelight agrees that
subcontractor billing shall not include any mark up of fees charged Limelight by subcontractor.


 

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10. CONFIDENTIALITY.




     (a) Scope. The Parties acknowledge and agree that the terms of the Microsoft Corporation
Non-Disclosure Agreement dated August 10th 2004 (the “NDA”) will be deemed incorporated herein,
that their obligations of confidentiality shall be governed by the NDA, and further, that the
existence of this Agreement, the terms and conditions of this Agreement, and all such related
information are hereby specifically designated as Confidential Information under the NDA.



     (b) All aspects of the [*] ECN Nodes, the existence of the [*] ECN Nodes, and all such related
information are hereby specifically designated as Confidential Information of Microsoft under the
NDA. Microsoft and Limelight shall collaborate to ensure that sufficient controls are in place to
ensure that each Party, as it performs under this Agreement, complies with its separate
nondisclosure obligations.



     (c) The Know-How and Trade Secrets that Limelight discloses to Microsoft in the performance of
this Agreement are specifically designated as Confidential Information of Limelight under the NDA,
and Microsoft shall not use the Know-How and Trade Secrets except as set forth in Section 3.



     (d) Notwithstanding the confidential nature of this Agreement, Microsoft and Limelight agree
to publicize the general purposes of this Agreement as set forth in Section 21(i).



11. PROPRIETARY RIGHTS; TECHNOLOGY COOPERATION.




     (a) This section applies to all aspects of the [*] ECN Nodes, except for the Limelight
Software. Microsoft’s rights to the Limelight Software are set forth in Section 3. Except for the
Intellectual Property Rights subject to the license from Limelight to Microsoft in this Agreement,
as between Microsoft and Limelight, Microsoft owns all right, title and interest in each [*] ECN
Node, including all Intellectual Property Rights embodied in or associated with any [*] ECN Node.
Except as expressly stated in this Agreement, the Parties will have no rights of any kind in or to
any of each other’s Intellectual Property Rights. There are no implied licenses under this
Agreement, and any rights not expressly granted under this Agreement are reserved by the respective
Party.



     (b) Except for Know-How and Trade Secrets, neither Party is prohibited or enjoined at any time
from utilizing any skills or knowledge of a general nature created by it during the course of
providing the Services, including, without limitation, information publicly known or available or
that could reasonably be through other means than through exposure to the work of the other Party.



     (c) Nothing in this Agreement will be construed as restricting Microsoft’s ability to acquire,
license, develop, manufacture or distribute for itself, or have others acquire, license, develop,
manufacture or distribute for Microsoft, similar technology performing the same or similar
functions as the technology contemplated by this Agreement, or to market and distribute such
similar technology in addition to or, subject to the terms and conditions of this Agreement, in
lieu of the technology contemplated by this Agreement.



 
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     (d) Technology Cooperation Agreement: During the Term of this Agreement, Limelight and
Microsoft will: i) work together where possible [*] work together to improve the effectiveness of
their CDN services, including, but not limited to, performance, measurement,
and functionality; and iii) publicize the relationship established by this Agreement as set
forth in Section 21(i).



12. PRIVACY AND DATA PROTECTION.




     (a) For the purposes of this section, “Personal Information” means any information (i) that
identifies or can be used to identify, contact, or locate the person to whom such information
pertains, or (ii) from which identification or contact information of an individual person can be
derived. Personal Information includes, but is not limited to: name, address, phone number, fax
number, email address, social security number or other government-issued identifier, and credit
card information. Additionally, to the extent any other information (such as, but not necessarily
limited to, a personal profile, unique identifier, biometric information, and/or IP address) is
associated or combined with Personal Information, then such information also will be considered
Personal Information.



     (b) Any Personal Information collected or accessed by Limelight in performing the Services
shall be limited to that which is strictly necessary to perform such Service or to fulfill any
legal requirements. If the Service involves the collection of personal information directly from
individuals, such as through a webpage, Limelight shall provide a clear and conspicuous notice
regarding the uses of the personal information. Such notice shall comply with all relevant
guidelines contained in the MVG or as otherwise provided by Microsoft.



     (c) Limelight shall use Personal Information only as necessary to perform Services in
accordance with this Agreement and not for any other purpose whatsoever. Limelight shall maintain
Personal Information in strict confidence in accordance with the provisions of the NDA. Limelight
shall not share any Personal Information that is collected or possessed by Limelight with any third
parties for any reason except as necessary to carry out the Services, and only under terms and
conditions substantially similar to those contained in this section. If Limelight is served with a
court order compelling disclosure of any Personal Information or with notice of proceedings for
such an order, Limelight shall oppose the order, notify Microsoft of such order or notice, and
provide Microsoft the opportunity to intervene before Limelight files any response to the order or
notice.



     (d) Limelight shall take reasonable steps to protect Personal Information in Limelight’s
possession from unauthorized use, access, disclosure, alteration or destruction. Security measures
shall include access controls, encryption or other means, where appropriate. Limelight must
immediately notify Microsoft of any known security breach that may result in the unauthorized use,
access, disclosure, alteration or destruction of Personal Information. Limelight agrees to conduct
an audit on at least an annual basis to evaluate the security of Personal Information in
Limelight’s possession and to verify that the terms of this Agreement with respect to Personal
Information are being followed. The results of such audit shall be made available to Microsoft on
request.



     (e) Upon request from Microsoft, Limelight shall provide Microsoft with any or all Personal
Information in Limelight’s possession. Upon termination or expiration of this



 
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Agreement, Limelight
shall within [*] thereafter, at Microsoft’s sole discretion, either (i) provide Microsoft
with all documents and materials (including any and all copies) containing Personal Information,
together with all other materials and property of Microsoft, which are in its
possession or under its control, or (ii) destroy all such specified documents and materials
(including any and all copies in any and all formats) and provide Microsoft with a certificate of
destruction signed by an officer of Limelight.




13. WARRANTIES AND REPRESENTATIONS; LIABILITY LIMITATION.




     (a) By Limelight. Limelight represents and warrants to Microsoft as follows:




     1. Limelight is duly incorporated, organized and validly existing and in good standing
under the laws of the state of Delaware, has all requisite rights, powers, authority,
licenses and permits and has undertaken all actions and has fulfilled all conditions to
enter into, to perform under and to comply with its obligations under this Agreement
including, but not limited to, to grant any rights and licenses as set forth herein;




     2. Limelight’s representative whose signature is affixed to this Agreement has full
capacity and authority to bind it to the terms hereof;




     3. Limelight is not presently under, nor will it enter into in the future, any
agreement, commitment, understanding or other obligation, whether written or oral, which is
inconsistent or in conflict with this Agreement or would in any way or to any extent
prevent, limit or otherwise impair its performance of any of its obligations hereunder or in
connection herewith;




     4. Except for the litigation between Akamai Technologies, Inc. and the Massachusetts
Institute of Technology and Limelight pending in US District Court in Massachusetts, and (to
the extent applicable) the letter from Level 3 Communications, LLC to Limelight dated
February 9, 2007, there is presently no suit, action, proceeding or other claim pending or
threatened, against it, or, to the best of its knowledge, any third party, nor does any fact
exist which may be the basis of any such action, suit, proceeding or other claim, with
respect to this Agreement or which could have a material adverse effect on Limelight’s
capacity to perform under this Agreement;




     5. In the performance of this Agreement, Limelight shall comply with all applicable
laws, regulations, rules, orders and other requirements of governmental authorities having
jurisdiction over the Parties;




     6. Limelight and its Subcontractors shall at all times, while on Microsoft property or
while performing the Services, comply with all applicable, local, state, federal, and
foreign laws and the terms of the MVG;




     7. The Services shall either be originally created by Limelight or Limelight will
obtain all necessary rights to the Services to transfer ownership to Microsoft as required
under this Agreement;



 
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     8. The Services, Limelight Software, and the [*] ECN Node, including all portions
performed by any Subcontractor, will strictly comply with the terms and conditions of this
Agreement; and



     9. The Services, Limelight Software, the [*] ECN Node, and the use thereof by
Microsoft, Microsoft’s subsidiaries, affiliate companies, joint ventures, third-party
agents, and permitted sublicensees will not infringe or violate any Intellectual
Property Rights or other proprietary right of any third party;



     10. Limelight has not and will not take any actions that (i) create, or purport to
create, any obligation on behalf of Microsoft, or (ii) grant, or purport to grant, any
rights or immunities to any third party under Microsoft’s Intellectual Property Rights. By
way of example but not limitation of the foregoing, Limelight shall not incorporate any
Publicly Available Software in whole or in part into any part of the Services, Limelight
Software or any [*] ECN Node, or use Publicly Available Software in whole or in part in the
development of any part of the Services in a manner that may subject the Services, Limelight
Software or any [*] ECN Node, in whole or in part, to all or part of the license obligations
of any Publicly Available Software. Microsoft acknowledges that Limelight has disclosed
that certain software systems that it uses in the operation of its content delivery
infrastructure are based on Publicly Available Software as set forth in Exhibit C-1.


Except as otherwise provided in this Agreement, Limelight expressly disclaims, all other
representation, warranties or conditions, whether express, implied, statutory or otherwise,
including, without limitation, the implied warranties of merchantability, title, and fitness for a
particular purpose. For purposes of clarity, Limelight Software is licensed “as is” and Limelight
makes no warranty, express or implied, including the implied warranty of fitness for a particular
purpose, for any Limelight Software. Limelight does not warrant uninterrupted or error-free
operation of any Limelight Software.




     (b) By Microsoft. Microsoft represents and warrants to Limelight that:




     1. Microsoft is duly incorporated, organized and validly existing and in good standing
under the laws of the state of Washington, has all requisite rights, powers, authority,
licenses and permits and has undertaken all actions and has fulfilled all conditions to
enter into, to perform under and to comply with its obligations under this Agreement
including, but not limited to, to grant any rights and licenses as set forth herein;




     2. Microsoft’s representative whose signature is affixed to this Agreement has full
capacity and authority to bind it to the terms hereof;




     3. Microsoft is not presently under, nor will it enter into in the future, any
agreement, commitment, understanding or other obligation, whether written or oral, which is
inconsistent or in conflict with this Agreement or would in any way or to any extent
prevent, limit or otherwise impair its performance of any of its obligations hereunder or in
connection herewith; and




     4. there is presently no suit, action, proceeding or other claim pending or threatened,
against it, or, to the best of its knowledge, any third party, nor does any fact



 
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exist which
may be the basis of any such action, suit, proceeding or other claim, with respect to this
Agreement or which could have a material adverse effect on Microsoft’s capacity to perform
under this Agreement.




Except as otherwise provided in this Agreement, Microsoft expressly disclaims all other
representations, warranties or conditions, whether express, implied, statutory or otherwise,
including, without limitation, the implied warranties of merchantability, title, and fitness for
a particular purpose. For purposes of clarity, any Microsoft Modifications provided are “as
is,” “with all faults,” and without warranty guarantees or conditions of any kind.



     (c) Consequential Damages. EXCEPT FOR OBLIGATIONS UNDER SECTION 14 OR A BREACH OF SECTION 10
IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST
REVENUE OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER
THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.



14. GENERAL INDEMNIFICATION.




     (a) By Limelight.




          (1) Limelight agrees to defend, hold harmless, and indemnify Microsoft and its
subsidiaries, affiliates, directors, officers, employees, and agents (“Microsoft Indemnified
Parties”), from and against all claims, damages, losses, suits, actions, demands,
proceedings, expenses, and liabilities of any kind, (including reasonable attorneys’ fees
incurred and/or those necessary to successfully establish the right to indemnification)
threatened, asserted or filed (collectively, “Microsoft Claims”) against any Microsoft
Indemnified Party, to the extent that such Microsoft Claims arise out of or relate to (i)
bodily injury or death to any person arising out of or related to the Services, the
Limelight Software or the [*] ECN Node, (ii) loss, disappearance, or damage to property
arising out of or related to the Services, the Limelight Software or the [*] ECN Node, (iii)
taking the claimant’s allegations to be true, would result in a breach by Limelight of any
covenant, warranty or representation made by Limelight in this Agreement, and/or (iv)
infringement, violation or misappropriation of any Intellectual Property Right or other
proprietary right of any third party by, or arising out of or related to, the Services, the
Limelight Software, or the [*] ECN Node.




          (2) If any action is brought against any Microsoft Indemnified Party in which indemnity
is sought from Limelight, Microsoft shall (i) provide Limelight reasonably prompt notice of
any such Microsoft Claim; (ii), except for Patent Claims, defined below, permit Limelight,
through counsel mutually acceptable to Microsoft and Limelight, to answer and defend such
Microsoft Claim; and (iii) provide Limelight information and reasonable assistance at
Limelight’s expense to help Limelight defend such Microsoft Claim.




          (3) Microsoft shall have the right to employ separate counsel and participate in the
defense of any Microsoft Claim at its own expense. Limelight shall



 
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reimburse Microsoft for
any payments made or losses suffered based upon the judgment of any court of competent
jurisdiction or pursuant to a bona fide compromise or settlement of Microsoft Claims.
Limelight shall not settle any Microsoft Claim on Microsoft’s behalf without first obtaining
Microsoft’s written permission.




          (4) Patent Indemnity. In the event a Microsoft Indemnified Party seeks
indemnification for Microsoft Claims caused by the alleged infringement of patent rights of
any third party ( “Patent Claims”), then the responsibility for the Patent Claim shall be as
follows: (i) [*] shall be solely responsible for the monetary amount of Patent Claims
from US$[*] to US$[*]; (ii) Microsoft and Limelight shall each be responsible for [*] of the
monetary amount of Patent Claims from US$[*] to US$[*], and (iii) Microsoft shall be solely
responsible for the monetary amount of Patent Claims over US$[*]. Microsoft shall be
responsible for selecting counsel for defending any Patent Claims. Limelight shall have the
right to employ separate counsel and participate in the defense of any Patent Claims at its
own expense. [*].



     (b) By Microsoft.




          (1) Microsoft agrees to defend, hold harmless, and indemnify Limelight and its
subsidiaries, affiliates, directors, officers, employees, and agents (“Limelight Indemnified
Parties”), from and against all claims, damages, losses, suits, actions, demands,
proceedings, expenses, and liabilities of any kind, (including reasonable attorneys’ fees
incurred and/or those necessary to successfully establish the right to indemnification)
threatened, asserted or filed (collectively, “Limelight Claims”) against any Limelight
Indemnified Party, to the extent that such Limelight Claims, taking the allegations
contained therein to be true, would result in a breach by Microsoft of any covenant,
warranty or representation made by Microsoft in this Agreement.




          (2) If any action is brought against any Limelight Indemnified Party in which indemnity
is sought from Microsoft, Limelight shall (i) provide Microsoft reasonably prompt notice of
any such Limelight Claim; (ii) permit Microsoft, through counsel mutually acceptable to
Microsoft and Limelight, to answer and defend such Limelight Claim; and (iii) provide
Microsoft information and reasonable assistance at Microsoft’s expense to help Microsoft
defend such Claim.




          (3) Limelight shall have the right to employ separate counsel and participate in the
defense of any Limelight Claim at its own expense. Microsoft shall reimburse Limelight for
any payments made or losses suffered based upon the judgment of any court of competent
jurisdiction or pursuant to a bona fide compromise or settlement of Limelight Claims.
Microsoft shall not settle any Limelight Claim on Limelight’s behalf without first obtaining
Limelight’s written permission.



 
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     (c) Should the Services, the Limelight Software or the [*] ECN Node (or any portion thereof)
be held to constitute an infringement, Limelight shall notify Microsoft and immediately, at
Limelight’s expense: (i) procure for Microsoft the right to continued use of the Services, the
Limelight Software or the [*] ECN Node (or any portion thereof as applicable) or (ii) replace or
modify the Services, the Limelight Software or the [*] ECN Node (or any portion thereof as
applicable) such that it is non-infringing, provided that the replacement or modification meets the
requirements of this Agreement to Microsoft’s satisfaction.



     (d) The indemnification set forth in this Section 14 applies to the specific scope set forth
in this Agreement. The Parties have agreed to [*]. For purposes of clarity, no Party
shall receive indemnification for the same loss under both this
Agreement and the [*].


15. INSURANCE. Limelight shall keep in full force and effect during the term of this Agreement:
(i) comprehensive general liability insurance in an amount not less than $2 million per occurrence
for bodily injury and property damage; and (ii) workers’ compensation insurance in an amount not
less than that required by applicable law. Limelight shall ensure that its contractors and
subcontractors obtain and maintain the same types and amount of coverages as required of Limelight
herein. On Microsoft request, Limelight will deliver to Microsoft, certificates of insurance which
evidence the minimum levels of insurance set forth in this section.



16. TAXES. Microsoft is not liable for any taxes that Limelight is legally obligated to pay and
which are incurred or arise in connection with the sale of Services, the Limelight Software license
or any other payment to Limelight under this Agreement. All taxes (including but not limited to
net income or gross receipts taxes, franchise taxes, and property taxes) shall be Limelight’s
financial responsibility. Microsoft may provide Limelight with a valid exemption certificate, and
Limelight shall not collect taxes covered by the certificate. Limelight shall indemnify, defend
and hold Microsoft harmless from any taxes (including sales or use taxes paid by Microsoft) or
claims, causes of action, costs (including without limitation, reasonable attorneys’ fees) and any
other liabilities of any nature whatsoever related to taxes. Notwithstanding the foregoing,
Microsoft shall pay Limelight any sales or use taxes owed by Microsoft solely as a result of
entering into and performing this Agreement and which are required to be collected from Microsoft
by Limelight under applicable law. If taxes are required to be withheld on any amount to be paid
by Microsoft to Limelight, Microsoft shall deduct them from the amount owed and pay them to the
appropriate taxing authority. At Limelight’s written request and expense, Microsoft shall use
reasonable efforts to assist Limelight in obtaining tax certificates or other documentation
evidencing such payment, but the responsibility for documentation remains with Limelight. This
section shall govern the treatment of all taxes arising in connection with this Agreement
notwithstanding any other section of this Agreement.




 
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17. TERM OF AGREEMENT; DEFAULT.




     (a) Duration. Subject to Section 17(b)-(c) hereof, the period of time during which this
Agreement shall be in effect (the “Term”) commences on the Effective Date and shall continue for a
period of [*] thereafter. This Agreement shall be renewable by mutual agreement of
Microsoft and Limelight.



     (b) Termination for Cause. Either Party may terminate this Agreement if:




     1. the other Party breaches any material term or condition of this Agreement and fails
to cure such breach within [*] after receipt of written notice of the
same;




     2. the other Party becomes the subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors, if such petition or proceeding is not dismissed within [*] of filing; or




     3. the other Party becomes the subject of an involuntary petition in bankruptcy or any
involuntary proceeding relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors, if such petition or proceeding is not dismissed within [*] of filing.



     (c) Microsoft Termination. Microsoft may terminate this Agreement:




     1. If there is a [*] involving a [*], or Limelight [*] relating to the subject matter
of this Agreement to a [*], provided that Microsoft gives Limelight notice of such
termination within [*] after Limelight gives Microsoft written
notice of such [*]. In the event that there is a [*] involving a [*], or Limelight [*]
relating to the subject matter of this Agreement to a [*] and Microsoft does not elect to
terminate this Agreement as permitted by this section, then this Agreement in its entirety
shall bind any applicable successor to the same extent as it binds Limelight (including, but
not limited to, being subject to Microsoft’s termination right as set forth in this Section
17(c)(1));




     2. If Limelight breaches its obligations under the Microsoft Edge Computing Network
Support Services, and (i) fails to cure such breach within [*] after
receipt of written notice of the same, or, (ii) if curing such breach cannot be accomplished
within [*] after receipt of written notice of the same and Limelight
is using reasonable diligence to cure such breach, Limelight fails to cure such breach
within the later of (A) the date Limelight fails to use reasonable diligence to cure such
breach, or (B) [*] after receipt of written notice of same.



     (d) Effect of Termination and Survival. In the event this Agreement terminates prior to
completing the Term, then Limelight and Microsoft ensure that each [*] ECN Node operates
independent of all Limelight facilities, except for those dependencies agreed to in writing.
Notwithstanding termination of this Agreement, Microsoft shall pay to Limelight all Services Fees
earned prior to termination that are not Disputed Amounts and subject to offset as set forth in
this Agreement, and each Party shall return any Confidential Information or property of the other
Party within [*] from the date of such termination. In addition, Limelight shall return
all data derived from Services performed under this Agreement to Microsoft within



 
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[*] from the date of such termination. Sections 1, 3 (provided Microsoft has submitted a
Limelight Software Acceptance and paid the Limelight Software Fee), 4 (a), 5 (solely with respect
to Fees accruing as of the date of termination or expiration), 9, 10, 11, 12, 13, 14, 15 (for [*]), 16, 17, 18 (for [*]), 19, 20, and 21 will survive any termination or expiration of
this Agreement. Section 7 shall survive expiration of this Agreement but not termination of this
Agreement. For purposes of clarity, the survival of all other agreements between Limelight and
Microsoft shall be in accordance with the respective terms of those agreements, including but not
limited to, the Limelight Content Delivery Service Agreement and any co-location agreements formed
using the Form Co-Location Agreement.




     (e) Transition of Services. Upon the expiration or termination of this Agreement and for up
to six (6) months following the effective date of such expiration or termination (the “Transition
Period”), Limelight will provide to Microsoft assistance as reasonably requested by Microsoft to
facilitate the orderly transfer of the Services to a third party which will provide services
similar to those Services provided by Limelight hereunder. During the Transition Period Limelight
will be compensated based on mutually agreeable rates for these transition services not to exceed
the pricing described in this Agreement for comparable services or, if the transition services are
not comparable to services described in this Agreement, as mutually agreed by the Parties.


18.
RECORDS AND AUDIT. During the term of this Agreement and for [*] thereafter,
Limelight agrees to keep all usual and proper records and books of account and all usual and proper
entries relating to its costs and expenses, and the quality and performance reports in providing
the Services and meeting its other obligations under this Agreement. Also, during the above
referenced period, Microsoft shall have the right to cause an audit and/or inspection to be made of
the applicable Limelight records and facilities in order to verify statements issued by Limelight
(and Subcontractor, if applicable) related to compliance with the terms of this Agreement. Any such
audit shall be conducted by Microsoft corporate internal audit or a certified public accountant
selected by Microsoft. Except as specified herein, Microsoft shall be responsible for all costs and
attorney fees related to such audits. Limelight agrees to provide Microsoft’s designated audit or
inspection team access to the relevant Limelight records and facilities. If an audit reveals that
Limelight has misstated any amounts or reports by five percent (5%) or more for any audited period
of time, Limelight agrees, in addition to re-computing and making appropriate adjustments to
Microsoft, to pay Microsoft all reasonable costs and expenses incurred by Microsoft in conducting
such audit, including, but not limited to, any amounts paid to any auditor or attorney.



19. MICROSOFT TRADEMARKS. Limelight shall not use the Microsoft name or other Microsoft trademarks
in any manner, except as expressly permitted under this Agreement.




 
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20. NOTICES. All notices, authorizations, and requests in connection with this Agreement shall be
deemed given: (i) on the day they are deposited in the U.S. mails, postage prepaid, certified or
registered, return receipt requested; (ii) on the day they are sent by air express courier, charges
prepaid; or (iii) on the day of transmittal if sent by facsimile; and addressed as follows:




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	To Limelight:



         Attention:

         Fax:
	 	Limelight Networks, Inc.

2220 W. 14th Street

Tempe, AZ 85281

Michael Gordon, Chief Strategy Officer

(602) 850-5264
	 
	 	 	 	 
	 

	 	Copy to:



         Attention:

         Fax:
	 	Limelight Networks, Inc.

2220 W. 14th Street

Tempe, AZ 85281

General Counsel

(602) 850-5001
	 
	 	 	 	 
	 

	 	To Microsoft:



         Attention:

         Fax:
	 	Microsoft Corporation

One Microsoft Way

Redmond, WA 98052-6399

Vice President, Global Foundation Services

(425) 936-7329
	 
	 	 	 	 
	 

	 	Copy to:



         Attention:


         Fax:
	 	Microsoft Corporation

One Microsoft Way

Redmond, WA 98052-6399

Deputy General Counsel, Legal & Corporate Affairs,

Platforms and Services Division

(425) 706-7329





Either Party may change the above information by giving written notice to the other Party pursuant
to this section.




21. OTHER PROVISIONS.




     (a) RELATIONSHIP OF PARTIES. LIMELIGHT AND MICROSOFT ARE INDEPENDENT CONTRACTORS AND THIS
AGREEMENT WILL NOT ESTABLISH ANY RELATIONSHIP OF PARTNERSHIP, JOINT VENTURE, EMPLOYMENT, FRANCHISE
OR AGENCY BETWEEN LIMELIGHT AND MICROSOFT. NEITHER LIMELIGHT NOR MICROSOFT WILL HAVE THE POWER TO
BIND THE OTHER OR INCUR OBLIGATIONS ON THE OTHER’S BEHALF WITHOUT THE OTHER’S PRIOR WRITTEN
CONSENT.



     (b) Governing Law. This Agreement shall be construed and controlled by the laws of the State
of Washington, and the Parties consent to exclusive jurisdiction and venue in the



 
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federal courts sitting in the Western District of Washington, unless no federal subject matter
jurisdiction exists, in which case the Parties consent to exclusive jurisdiction and venue in the
State courts of King County, Washington. The Parties waive all defenses of lack of personal
jurisdiction and forum non-conveniens. Process may be served on either Party in the manner
authorized by applicable law or court rule.




     (c) Severability; Waiver. If any provision of this Agreement is held by a tribunal of
competent jurisdiction to be contrary to the law, then the remaining provisions of this Agreement
will remain in full force and effect, except that if such court finds any of the provisions of
Sections 3, 4, 11, or of the NDA, to be unenforceable, either Party may elect to terminate the
Agreement. The waiver of any breach or default of this Agreement will not constitute a waiver of
any subsequent breach or default, and will not act to amend or negate the rights of the waiving
Party.



     (d) Assignment. Upon the written notice to Limelight, Microsoft may assign this Agreement in
whole to any wholly owned subsidiary or an affiliate in which it holds at least fifty percent (50%)
ownership interest, or as part of a corporate reorganization, consolidation, merger, or sale of
substantially all of its assets. Microsoft may not otherwise assign its rights or delegate its
duties under this Agreement either in whole or in part without the prior written consent of
Limelight, and any attempted assignment or delegation without such consent will be void. Except to
a successor in interest to substantially all of Limelight’s assets (and subject to Section 7 and
Section 17(c)(1)), Limelight shall not sell, assign, transfer, pledge or encumber any of its rights
or delegate any of its duties or obligations under this Agreement (by actual assignment or by
operation of law, including without limitation through a merger, acquisition, consolidation,
exchange of shares, or sale or other disposition of assets, including disposition on dissolution),
without the prior written consent of Microsoft. This Agreement will bind and inure to the benefit
of each Party’s permitted successors and permitted assigns.



     (f) Precedence. To the extent that any provision contained in any exhibit is inconsistent or
conflicts with this Agreement (exclusive of the exhibit), the provisions of this Agreement
(exclusive of the exhibit) shall control over the exhibit. To the extent that any provision
contained in the Limelight Content Delivery Service Agreement is inconsistent or conflicts with
this Agreement, the provisions of this Agreement shall control over the Limelight Content Delivery
Service Agreement.



     (g) Amendment. This Agreement may be amended only in a written agreement signed by all
Parties, except that Microsoft reserves the right to unilaterally modify the MVG as it deems
necessary from time to time and Limelight agrees to comply with all such modifications.



     (h) No Solicitation. From and after execution of this Agreement through the end of the Term,
neither Limelight or persons within the Global Foundation Services group of Microsoft will solicit
the employees of the other without the consent of the other, except for any persons hired by
Limelight related to a [*] ECN Node, and except persons hired as the result of indirect
solicitations (e.g., general newspaper advertisements, employment agency referrals and internet
postings).



     (i) Press Releases/Publicity. Except as permitted under the Limelight Content Delivery
Service Agreement, Limelight shall not issue press releases or publicity in any form



 
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that relates to this Agreement and Limelight shall not use the name “Microsoft” or “Microsoft
Corporation” or any Microsoft trademarks. The foregoing notwithstanding, Microsoft consents to
permit Limelight to issue the press release set forth in Exhibit G.




     (j) Entire Agreement. The Limelight Content Delivery Service Agreement and the NDA each
exists as a separate agreement between the Parties and except for the Limelight Content Delivery
Service Agreement and the NDA, this Agreement contains the entire agreement between the Parties
with respect to the subject matter hereof and, supersedes all oral understandings, representations,
prior discussions and preliminary agreements. Any representations, warranties, promise or
conditions not expressly contained in this Agreement shall not be binding upon the Parties. This
Agreement may be executed electronically and in two or more counterparts, each of which will be
deemed an original, but all of which together shall constitute one and the same instrument. Once
signed by both Parties, any reproduction of this Agreement made by reliable means (e.g., photocopy,
facsimile) is considered an original.



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