exv10w37



 



Exhibit - 10.37



AMENDMENT No. 8

Effective Date of Amendment No. 8: January 31, 2003


This AMENDMENT NO. 8 (“Amendment No. 8”) to that certain Portal Services
Agreement dated effective as of October 28, 1999 (the “Agreement), is made by
and between INKTOMI CORPORATION, a Delaware corporation (“Inktomi”), and
MICROSOFT CORPORATION, a Washington corporation (“Customer”).


RECITALS


The parties desire to amend the Agreement on the terms and conditions provided
herein; and


The parties hereby agree as follows:


AMENDMENT



	1.	 	The following sentences shall be added to the end of Section 2.1.1:
	 
	 	 	“Notwithstanding anything to the contrary contained in this Agreement,
the parties agree that with regard to Customer’s use of the Services and
the search results generated thereby, Customer is under no obligation to
provide any attribution to Inktomi or its parent company. Any attribution
is at the sole discretion of Customer.”
	 
	2.	 	Section 2.2 of the Agreement will be deleted in its entirety and replaced
with the following new Section 2.2:
	 
	 	 	2.2 Quality of Services and Additional Services. Throughout the Term of
this Agreement, the Services and Inktomi Technology (including, without
limitation, the Inktomi Search Engine) and all related features,
functionality, performance, support and upgrades provided hereunder will
substantially equal, with regard to both scope and quality, to those
Inktomi provides other Inktomi customers. For clarity, the Inktomi
Search Engine used to provide the Services will be substantially the same
search engine as that used by Inktomi to provide similar service to other
Inktomi customers and will include substantially the same features,
database sizes, database freshness, and functionality that are generally
offered by Inktomi to other Inktomi customers, but no less than the
features, database sizes, database freshness, and functionality set forth
on Exhibits A-1 and A-2. Inktomi will make available the latest versions
of the Inktomi Search Engine on the Services at the same time Inktomi
makes such versions available to other Inktomi customers. New Services
and Inktomi Technology that are made generally available by Inktomi to
its customers on a premium or non-premium basis will be offered to
Customer no later than the same time they are offered by Inktomi to other
Inktomi customers. Furthermore, upon request, Customer may request
customized services to be provided by Inktomi which are not otherwise
contemplated or provided for by this Agreement. Such customized services
shall be mutually agreed upon by the parties and shall be set forth in
the parties’ reasonable discretion, on an additional Exhibit to this
Agreement, which upon execution, shall become binding between the
parties. Such customized services, if provided pursuant to an additional
Exhibit shall be provided in accordance with the rates, charges, terms
and conditions of such Exhibit and the terms of this Agreement.
	 
	3.	 	The following sentences will be added to the end of Section 2.5 of the
Agreement:
	 
	 	 	“In the event Inktomi develops new Services and Inktomi Technology that
it uses, or licenses or provides separately on a premium basis to its
customers, then Inktomi shall offer such features and functionality to
Customer at most favored customer pricing as against other Inktomi
customers who have entered into agreements with Inktomi for similar
services and with similar




	 	 	 	 	 
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	 	 	contract terms as those described herein.
	 
	4.	 	Section 9.1 of the Agreement will be modified as follows (amendments in
italics):
	 
	 	 	9.1 Term. The term of this Agreement (the “Term”) shall commence on the
Effective Date and shall continue through December 31, 2005. The parties
may agree to renew the Agreement on mutually agreed upon terms.
	 
	5.	 	Section 9.4 is hereby deleted in its entirety and replaced with the
following new Section 9.4
	 
	 	 	9.4 Termination Without Cause. Upon ninety (90) days prior written
notice to Inktomi, Customer may terminate this Agreement in part (as
detailed here) or in its entirety without cause. Termination by Customer
of this Agreement as it applies to an individual territory will not
affect any other territory and in such cases, the Agreement will remain
in full force and effect with regard to the remaining territories. In
addition, if Customer no longer wishes to receive either the General
Search Services or the Site Search Services, upon ninety (90) days prior
written notice to Inktomi, Customer may terminate such portions of this
Agreement that relate to the General Search Services or the Site Search
Services, as the case may be, provided, that if Customer elects to
terminate the Site Search Services portion of this Agreement, Customer
shall have no further obligation to pay monthly service fees following
the date of such termination.
	 
	6.	 	Section 4 of Amendment No. Three to the Portal Service Agreement will be
deleted and replaced with the following:
	 
	 	 	“To the extent offered by Inktomi, Customer shall have the option of
receiving news content and search services through Inktomi’s “Moreover
News Feed” service (the “Moreover News Feed Service”), or a successor
service provided that the parties mutually agree upon such successor
service. In the event Customer elects to receive or discontinue the
Moreover News Feed Service or successor service, Customer shall so notify
Inktomi in writing. Customer shall not be charged any additional fee or
charge for receiving the Moreover News Feed Service. With regard to the
Moreover News Feed, or any successor service, Inktomi will use
commercially reasonable efforts to: (i) continue to include feeds from
sources that were available from Moreover as of January 1, 2003; and (ii)
have Moreover add the harvestable, supplementary feeds from the sources
listed in Exhibit C within ninety (90) days of the Effective Date of this
Amendment No. 8.
	 
	7.	 	A new Exhibit C is hereby added (see attached Exhibit C).
	 
	8.	 	For avoidance of doubt, if Inktomi pays another third party Paid
Inclusion Fees that are more favorable than those provided to Customer
under Amendment #2 of the Agreement and such more favorable Paid Inclusion
Fees are offered by Inktomi to such third party as part of an agreement
for similar services, with similar contract terms as those described under
this Agreement, then Inktomi shall offer Customer the benefit of such more
favorable Paid Inclusion Fees.
	 
	9.	 	Inktomi shall meet with Customer (at least once per calendar quarter) to
discuss Inktomi’s roadmap indicating the new features and/or functionality
that Inktomi may offer as part of the Services or on a premium basis to
its third party customers.




	 	 	 	 	 
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	 	 	Defined terms herein have the same meaning as set forth in the Agreement,
except as otherwise provided.
	 
	 	 	This Amendment No. 8 amends, modifies and supersedes to the extent of any
inconsistencies, the provisions of the Agreement. Except as expressly amended
by this Amendment No. 8, the Agreement remains in full force and effect.
	 
	 	 	IN WITNESS WHEREOF, the parties have executed this Amendment No. 8 as of the
Amendment No. 8 Effective Date set forth above. All signed copies of this
Amendment No. 8 are deemed originals. This Amendment No. 8 does not constitute
an offer by either party. This Amendment No. 8 is effective upon execution on
behalf of Company and Microsoft by their duly authorized representatives.




	 	 	 
	INKTOMI CORPORATION	 	
MICROSOFT CORPORATION
	 	 	 
	4100 E. Third Avenue, Mail Stop FC2-5

Foster City, CA 94404	 	
One Microsoft Way

Redmond, WA 98052-6399
	 	 	 
	
	 	


	(Sign)	 	
(Sign)
	 	 	 
	 	 	 
	/s/ Vishal Makhijani
	 	/s/ John Krass


	Name(Print)	 	
Name(Print)
	 	 	 
	 	 	 
	Vishal Makhijani
	 	John Krass


	Title    GM	 	
Title    PVM




	 	 	 	 	 
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