Exhibit 10.24


 


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


 





 


GOOGLE SERVICES AGREEMENT


 


COMPANY
INFORMATION


 


COMPANY:
DEMAND MEDIA, INC.


 


	
   

  	
   

  	
  Business Contact:

  	
   

  	
  Legal Contact:

  	
   

  	
  Technical Contact:

  
	
  Name:

  	
   

  	
  Mike
  Wann

  	
   

  	
  Rick
  Danis

  	
   

  	
  Mike
  Wann

  
	
  Title:

  	
   

  	
  SVP
  Business Development

  	
   

  	
  VP,
  Business & Legal Affairs

  	
   

  	
  SVP
  Business Development

  
	
  Address, City, State,

  Postal Code:

  	
   

  	
  1333
  Second Street, Suite 100

  Santa Monica, CA 90401

  	
   

  	
  15801
  NE 24th Street

  Bellevue, WA 98008

  	
   

  	
  1333
  Second Street, Suite 100

  Santa Monica, CA 90401

  
	
  Phone:

  	
   

  	
  310-917-6450

  	
   

  	
  425-974-4663

  	
   

  	
  310-917-6450

  
	
  Fax:

  	
   

  	
   

  	
   

  	
  425-974-4763

  	
   

  	
   

  
	
  Email:

  	
   

  	
  mike@demandmedia.com

  	
   

  	
  rick.danis@demandmedia.com

  	
   

  	
  mike@demandmedia.com

  



 


TERM


 


TERM: Starting on
June 1, 2010 (“Effective Date”)
and continuing through  May 31,
2012  (inclusive) (“Initial Term”).  Upon expiration of the Initial Term, the
agreement may renew for an additional one (1) year term with the parties
mutual written consent obtained at least 30 days prior to the end of the
Initial Term (“Optional Renewal Term”). 
(The “Initial Term” and “Optional Renewal Term” are collectively the
“Term”).


 


SEARCH
SERVICES


 


	
  x  WEBSEARCH SERVICE (“WS”)

  	
   

  	
  Search Fees

  
	
   

  	
   

  	
   

  
	
  Sites
  approved for WS:

  [*****].com

  www.ehow.co.uk

  www.ehow.com

  [*****].com

  	
   

  	
   

  $[*****]/ [*****] Requests for Search Result Sets

  



 


	
  x  CUSTOM SEARCH ENGINE (“CSE”)

  	
   

  	
  Search Fees

  
	
   

  	
   

  	
   

  
	
  Sites
  approved for CSE:

   

  [*****].com

  www.ehow.co.uk

  www.ehow.com

  [*****].com

  	
   

  	
   

  $[*****]/[*****] Requests for Search Result Sets

   

  $[*****]/[*****] Requests for [*****]

  



 


Confidential material redacted and filed separately with the Securities
and Exchange Commission.


 

















 


ADVERTISING
SERVICES


 


	
  x  ADSENSE FOR SEARCH (“AFS”)

  	
   

  	
  AFS
  Revenue Share Percentage

  	
   

  	
  AFS
  Deduction Percentage

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sites
  approved for AFS:

   

  www.ehow.com,
  [*****].com, [*****].com, [*****].com, [*****].com, www.ehow.co.uk

  	
   

  	
   

   

  See Exhibit A

  	
   

  	
   

   

  [*****] %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  x  ADSENSE FOR CONTENT (“AFC”)

  	
   

  	
  AFC
  Revenue Share Percentage

  	
   

  	
  AFC
  Deduction Percentage

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sites
  approved for AFC:

   

  www.ehow.com,
  [*****].com, [*****].com, [*****].com, [*****].com, www.ehow.co.uk

  	
   

  	
   

   

  See Exhibit B

  	
   

  	
   

   

  [*****]%

  



 


Confidential material redacted and filed separately with the Securities
and Exchange Commission.


 


2

















 


CURRENCY


 


o AUD


o CAD


o EUR


o GBP


o JPY


o KRW


x USD


o Other


 


Confidential material redacted and filed separately with the Securities
and Exchange Commission.


 


3














 


This
Google Services Agreement (“Agreement”) is entered
into by Google Inc. (“Google”) and
Demand Media, Inc. (“Company”) and
is effective as of the Effective Date.


 


For
avoidance of doubt, the AFC, AFS, WS and CSE (which was included via amendment on
January 1, 2009) services covered under the Order Form between the parties dated
May 1, 2008 are now covered under this Agreement and are no longer covered under
the Google Services Agreement dated November 1, 2006.


 


1.     Definitions.  In this Agreement:


 


1.1.  “Ad” means an individual advertisement
provided through the applicable Advertising Service.


 


1.2.  “Ad Deduction” means, for each of the
Advertising Services, for any period during the Term, the Deduction Percentage (listed
on the front pages of this Agreement) of Ad Revenues.


 


1.3.  “Ad Revenues” means, for each of the Advertising Services, for any
period during the Term, revenues that are recognized by Google and attributed
to Ads in that period.


 


1.4.  “Ad Set” means a set of one or more
Ads.


 


1.5.  “Advertising Services” means the advertising
services selected on the front pages of this Agreement.


 


1.6.  “AFC RPM” means AFC Ad Revenues [*****].


 


1.7.  “Affiliate” of a party means any corporate entity that directly or indirectly
controls, is controlled by or is under common control with that party.


 


1.8.  “Brand Features” means each party’s trade names, trademarks, logos
and other distinctive brand features.


 


1.9.  “Company  Content”
means any content served to End Users that is not provided by Google.


 


1.10.            “Confidential Information”
means information disclosed by (or on behalf of) one party to the other party under
this Agreement that is marked as confidential or would normally be considered confidential
under the circumstances in which it is presented.  It does not include information that the recipient
already knew, that becomes public through no fault of the recipient, that was independently
developed by the recipient, or that was lawfully given to the recipient by a third
party.


 


1.11.            “CSE Branding Guidelines”
means the brand treatment guidelines applicable to CSE and located at the following
URL: http://google.com/coop/docs/cse/branding.html (or a different URL Google may
provide to Company from time to time).


 


1.12.            “End Users” means
individual human end users of a Site.


 


1.13.            “Google Branding Guidelines”
means the brand treatment guidelines applicable to the Services and located at the
following URL: http://www.google.com/wssynd/02brand.html (or a different URL Google
may provide to Company from time to time).


 


1.14.            “Google Program Guidelines”
means the policy and implementation guidelines applicable to the Services and as
provided by Google to Company from time to time.


 


Confidential material redacted and filed separately with the Securities
and Exchange Commission.


 


4

















 


1.15.            “Intellectual Property Rights”
means all copyrights, moral rights, patent rights, trade marks, rights in or relating
to Confidential Information and any other intellectual property or similar rights
(registered or unregistered) throughout the world.


 


1.16.            “Metadata Content” means metadata, profile
page content, ratings, reviews, Nickname(s) and comments provided by Company for
CSE.


 


1.17.            “Net Ad Revenues”
means, for each of the Advertising Services, for any period during the Term, Ad
Revenues for that period minus the Ad Deduction for that period.


 


1.18.            “Nickname(s)” means the name(s) identifying
Company and Company’s Metadata Content to End Users for CSE.


 


1.19.            “Results” means Search
Result Sets, Search Results, Ad Sets or Ads.


 


1.20.            “Results Page” means
any Site page which contains any Results.


 


1.21.            “Request” means a
request from Company or an End User (as applicable) to Google for a Search
Results Set and/or an Ad Set (as applicable).


 


1.22.            “Search Box” means
a search box (or other means approved by Google) for the purpose of sending
search queries to Google as part of a Request.


 


1.23.            “Search Query” means
a text query entered and submitted into a Search Box on the Site by an End User.


 


1.24.            “Search Result” means an individual search
result provided through the applicable Search Service.


 


1.25.            “Search Results Set” means a set of one or
more Search Results.


 


1.26.            “Search Services”
means the search services selected on the front pages of this Agreement.


 


1.27.            “Services” means
the Advertising Services and/or Search Services (as applicable).


 


1.28.            “Site(s)” means:


 


(a)       the Web site(s)
located at the URL(s) listed on the front pages of this Agreement, together with
the additional URL(s) approved by Google from time to time under subsection 6.3(a)
below.


 


2.              Launch, Implementation and Maintenance of Services.


 


2.1.  Launch. The parties acknowledge
launch of the AFS, AFC, and WS and CSE Services as of the Effective Date. In the
event that any additional Services are implemented under this Agreement, Company
will not launch its implementation of such Services [*****], until Google has approved
the implementation in writing, [*****].


 


2.2.  Implementation and Maintenance


 


(a)       For the remainder of the
Term, subject to Sections 6.3, Google will make available and Company will implement
and maintain each of the Services on each of the Sites.


 


(b)       Company will ensure that
Company:


 


(i)        is the technical and editorial
decision maker in relation to each page, including Result Pages, on which the Services
are implemented; and


 


Confidential material redacted and filed separately with the Securities
and Exchange Commission.


 


5

















 


(ii)       has control over the way
in which the Services are implemented on each of those pages.


 


(c)       Company will ensure that
the Services are implemented and maintained in accordance with:


 


(i)        the applicable Google Branding
Guidelines;


 


(ii)       the applicable Google Program
Guidelines;


 


(iii)      the CSE Branding Guidelines;


 


(iv)      the mock ups and specifications
for the Services included in the exhibits to this Agreement and as updated from
time to time by the Company, provided that any material changes made to the look
and feel, dimension and/or placement of the Results are subject to the parties mutual
written consent;


 


(v)       Google technical protocols
(if any) and any other technical requirements and specifications applicable to the
Services that are provided to Company by Google from time to time.


 


(d)       Company will ensure that
every Search Query generates a Request containing that Search Query.


 


(e)       Google will, upon receiving
a Request sent in compliance with this Agreement, provide a Search Results Set and/or
an Ad Set (as applicable) when available. 
Company will then display the Search Results Set and/or Ad Set (as applicable)
on the applicable Site.


 


(f)        Authorizations.  Company is responsible for any inquiries
from third parties listed in or having rights to the Metadata Content.


 


(g)       Company will ensure that
at all times during the applicable Term, Company  has a clearly labeled and easily accessible privacy
policy in place relating to the Site(s) and that this privacy policy:


 


(i)            clearly discloses to End Users that third
parties may be placing and reading cookies on End Users’ browsers, or using, web
beacons or similar technologies to collect information in the course of advertising
being served on the Site(s);  and


 


(ii)           includes information about End Users’
options for cookie management.


 


2.3  [*****].


 


(a)          [*****].


 


(b)         [*****].


 


(c)          [*****].


 


3.     Policy and Compliance
Obligations.


 


3.1       Policy Obligations.  Company will not, and will not [*****] allow any
third party to:


 


(a)       modify, obscure or prevent
the display of all, or any part of, any Results;


 


Confidential material redacted and filed separately with the Securities
and Exchange Commission.


 


6

















 


(b)       edit, filter, truncate, append
terms to or otherwise modify any Search Query;


 


(c)       implement any click tracking
or other monitoring of Results;


 


(d)       display any Results in pop-ups,
pop-unders, exit windows, expanding buttons, animation or other similar methods;


 


(e)       interfere with the display
of or frame any Results Page or any page accessed by clicking on any Results;


 


(f)        display any content between
any Results and any page accessed by clicking on those Results or place any interstitial
content immediately before any Results Page containing any Results;


 


(g)       [*****];


 


(h)       directly or indirectly, (i)
offer incentives to End Users to generate Requests or clicks on Results, (ii) fraudulently
generate Requests or clicks on Results or (iii) modify Requests or clicks on Results;


 


(i)        “crawl”, “spider”, index
or in any non-transitory manner store or cache information obtained from the Services
(including Results); and


 


(j)        display on any Site, any
content that violates or encourages conduct that would violate the Google Program
Guidelines, Google technical protocols and any other technical requirements and
specifications applicable to the Services that are provided to Company by Google
from time to time.


 


(k)       Compliance
Obligations.  Company will not
knowingly or negligently allow any use of or access to the Services through any
Site which is not in compliance with the terms of this Agreement.  Company will use commercially reasonable efforts
to monitor for any such access or use and will, if any such access or use is detected,
take all reasonable steps requested by Google to disable this access or use.  If Company is not in compliance with this Agreement
at any time, Google may, with notice to Company, suspend provision of all (or any
part of) the applicable Services until Company implements adequate corrective modifications
as reasonably required and determined by Google.


 


4.     Conflicting Services.  Company will not implement on the [*****] any
[*****] service that is the same as or substantially similar in nature to [*****].  With respect to [*****], Company will not implement
[*****] that is the same as or substantially similar in nature to [*****].


 


(a)           Limited Exception to Section 4.  Company may implement [*****].


 


5.     Third Party
Advertisements.  If Google is
providing AFS to Company for any Site(s), Company will request at least [*****]
and will display the AFS Ads on the applicable Results Pages [*****].


 


6.     Changes
and Modifications.


 


6.1.  By Google.  If Google modifies the Google Branding
Guidelines, Google Program Guidelines, the Google technical protocols or the CSE
Branding Guidelines and the modification requires action by Company, Company will take the necessary action [*****].


 


6.2.  By Company


 


(a)       Company
will provide Google [*****] notice
of any change [*****] that could
reasonably be expected to affect the delivery or display of any [*****].


 


Confidential material redacted and filed separately with the Securities
and Exchange Commission.


 


7

















 


6.3.  Site List Changes


 


(a)       Company
may notify Google from time to time that it wishes to add or remove URL(s) to those
comprising the Site(s) by sending notice to Google [*****].


 


(b)       If there is a change in control of any Site [*****]:


 


(i)            Company
will provide notice to Google at least 30 days before the change; and


 


(ii)           unless
the entire Agreement is assigned to the third party controlling the Site in compliance
with Section 15.3 below, from the date of that change in control of the Site, that
Site will be treated as removed from this Agreement.  Company will ensure that from that date, the Services
are no longer implemented on that Site.


 


7.     Intellectual
Property.


 


Except to the extent expressly stated otherwise in this
Agreement, neither party will acquire any right, title or interest in any Intellectual
Property Rights belonging to the other party, or to the other party’s licensors.


 


8.     Brand Features;
Metadata Content


 


8.1.  Google grants  to Company a
non-exclusive and non-sublicensable license during the Term to use the Google Brand
Features solely to fulfill Company’s obligations in connection with the Services
in accordance with this Agreement and the Google Branding Guidelines.  Google may revoke this license at any time upon
notice to Company.  Any goodwill resulting
from the use by Company of the Google Brand Features will belong to Google.


 


8.2.  Google may include Company’s Brand Features in customer
lists.  Google will provide Company with a
sample of this usage if requested by Company. 
[*****].


 


8.3.  Company grants to Google a limited,
nonexclusive license to use, copy, modify, distribute and display the Metadata Content
to operate, maintain, evaluate, or improve the Google Services.  This license may be sublicensed by Google to Google
Affiliates as to syndication partners of Google and Google Affiliates solely as
a part of services delivered by Google to such Google Affiliates and syndication
partners.  This Agreement does not grant Company
any rights to any content used in connection with the Metadata Content.  Company must own or have the right to use and
provide the Metadata Content to Google for use with CSE.  Nothing in this Agreement will restrict Google
from using data Google obtains from a source other than Company.  Except for the license granted under this Section
8.3, Company retains any right, title and interest in and to the Metadata Content.  In addition, Company retains all rights to all
other content authored or owned by the Company, to the extent not otherwise licensed
or transferred to Google pursuant to other agreements, to which such Metadata Content
is attached or associated and used in connection with CSE.


 


9.              Payment.


 


9.1.  Search Services


 


(a)       Google will, unless it has notified Company
otherwise, [*****] payable by Company under this Agreement [*****].


 


Confidential material redacted and filed separately with the Securities
and Exchange Commission.


 


8














 


(b)                     Even if the [*****] under
subsection 9.1(a), Google will [*****] Company for [*****] after the [*****]
are rendered.  [*****], Company will pay
the invoice amount, if any, to Google within [*****] of the date of invoice;
[*****].


 


(c)                      [*****].


 


9.2.    Advertising
Services


 


(a)                     For each applicable
Advertising Service, Google will pay Company an amount equal to the Revenue
Share [*****] attributable to a calendar month. 
This payment will be made in the month following the calendar month in which
the applicable Ads were displayed.


 


(b)                     Google’s payments for
Advertising Services under this Agreement will be based on Google’s accounting
[*****].


 


9.3.    All
Services


 


(a)                     As between Google and
Company, Google is responsible for all taxes (if any) associated with the
transactions between Google and advertisers in connection with Ads displayed on
the Sites.  Company is responsible for
all taxes (if any) associated with the Services, other than taxes based on
Google’s net income.  All payments to
Company from Google in relation to the Services will be treated as inclusive of
tax (if applicable) and will not be adjusted. 
If Google is obligated to withhold any taxes from its payments to
Company, Google will notify Company of this and will make the payments net of
the withheld amounts.  Google will
provide Company with original or certified copies of tax payments (or other
sufficient evidence of tax payments) if any of these payments are made by
Google.


 


(b)                     All payments due to Google
or to Company will be in the currency specified in this Agreement and made by
electronic transfer to the account notified to the paying party by the other
party for that purpose.  The party
receiving payment will be responsible for any bank charges assessed by the
recipient’s bank.


 


(c)                                  In addition to
other rights and remedies Google may have, Google may [*****] between Company
and Google. Google may [*****].


 


9.4.  Accounting.


 


Upon
written request during the Services Term, Google will make available to Company
a SAS70 report from a reputable, independent certified public accounting firm
covering the key controls and validation mechanisms in place to meet the AFC
and AFS revenue reporting obligations under this Agreement.  Company may request a SAS70 report no more
than once every twelve (12) months during the Services Term.


 


10.                   Warranties;
Disclaimers.


 


10.1.                                 Warranties.  Each party warrants that (a) it has full
power and authority to enter into this Agreement; and (b) entering into or
performing under this Agreement will not violate any agreement it has with a
third party.


 


10.2.                                 Disclaimers.  Except as expressly provided
for herein and to the maximum extent permitted by applicable law, NEITHER PARTY
MAKES ANY WARRANTY OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE AND
DISCLAIMS, WITHOUT 


 


Confidential
material redacted and filed separately with the Securities and Exchange
Commission.


 


9

















 


LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
USE, AND NONINFRINGEMENT.


 


11.                   Indemnification.


 


11.1.                                 By
Company.  Company will
indemnify, defend, and hold harmless Google from and against all liabilities,
damages, and costs (including settlement costs) arising out of [*****].


 


11.2.                                 By
Google.  Google will indemnify,
defend, and hold harmless Company from and against all liabilities, damages,
and costs (including settlement costs) arising out of [*****]. For purposes of
clarity, Google will not have any obligations or liability under this Section 11
arising from [*****].


 


11.3.                                 General.  The party seeking indemnification will
promptly notify the other party of the claim and cooperate with the other party
in defending the claim.  The indemnifying
party has full control and authority over the defense, except that (a) any
settlement requiring the party seeking indemnification to admit liability or to
pay any money will require that party’s prior written consent, such consent not
to be unreasonably withheld or delayed, and (b) the other party may join
in the defense with its own counsel at its own expense.  [*****].


 


12.                   Limitation
of Liability.


 


12.1.                                 Limitation


 


(a)                     NEITHER PARTY
WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD
HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT
SATISFY A REMEDY.


 


(b)                     NEITHER PARTY MAY BE
HELD LIABLE UNDER THIS AGREEMENT FOR [*****].


 


(c)                      THE LIMITATIONS
SET FORTH IN THIS SECTION 12.1 SHALL NOT APPLY TO ANY UNDISPUTED AMOUNTS
DUE UNDER THIS AGREEMENT FROM ONE PARTY TO THE OTHER PARTY.


 


12.2.                                 Exceptions
to Limitations.  These limitations of liability do not apply
to Company’s breach of Section 4, breaches of confidentiality obligations
contained in this Agreement, [*****], or indemnification obligations contained
in this Agreement.


 


13.                   Confidentiality;
PR.


 


13.1.                                 Confidentiality.  The recipient of any Confidential Information
will not disclose that Confidential Information, except to Affiliates,
employees, and/or agents who need to know it and who have agreed in writing to
keep it confidential.  The recipient will
ensure that those people and entities use Confidential Information only to
exercise rights and fulfill obligations under this Agreement and keep the Confidential
Information confidential.  The recipient may also disclose Confidential
Information when required by law after giving the discloser reasonable notice
and the opportunity to seek confidential treatment, a protective order or
similar remedies or relief prior to disclosure.


 


13.2.                                 [*****].


 


Confidential
material redacted and filed separately with the Securities and Exchange
Commission.


 


10

















 


[*****].


 


13.3.                                 PR.  Neither party will issue any public statement
regarding this Agreement without the other party’s prior written approval,
except that (i) Google may reference Company as an Adsense customer in a
press release and reference and incorporate Partner’s Brand Features and screen
shots into other Google marketing materials (e.g., website, presentation
materials, brochures) with Company’s prior written approval (except that use
within customer lists do not require prior approval as described in Section 8.2);
and (ii) either party may make public disclosures as required by any
securities exchange rules.


 


14.                   Term and Termination.


 


14.1.                                 Term &
Optional Renewal Term.  The
term of this Agreement, which may include an Optional Renewal term pursuant to
the parties mutual written consent, is the Term stated on the front pages of
this Agreement, unless earlier terminated as provided in this Agreement.


 


14.2.                                 Termination.


 


(a)                     Either party may terminate
this Agreement with notice if the other party is in material breach of this
Agreement:


 


(i)                                     where the
breach is incapable of remedy;


 


(ii)                                  where the
breach is capable of remedy and the party in breach fails to remedy that breach
within 30 days after receiving notice from the other party; or


 


(iii)                               more than twice
even if the previous breaches were remedied.


 


(b)                     Google may, with 30 days
prior notice to Company, remove or require Company to remove [*****] from any
Site or set of pages on a Site on which the [*****]. Google may, at its
sole discretion, after [*****] from the Effective Date, remove [*****] if the
[*****] from such site for the prior [*****]. For purposes of clarity, once
[*****] is removed from a Site, it is no longer considered [*****] under this
Agreement and is no longer subject to the terms of this Agreement.


 


(c)                      Google reserves
the right to suspend or terminate Company’s use of any Services that are
alleged or reasonably believed by Google to infringe or violate a third party
right; [*****].  If any suspension of a
Service under this subsection 14.2(c) continues for more than [*****],
Company may immediately terminate this Agreement upon notice to Google.


 


(d)                     Upon the expiration or
termination of this Agreement for any reason:


 


(i)                                     all rights and
licenses granted by each party will cease immediately; and


 


(ii)                                  if requested,
each party will use commercially reasonable efforts to promptly return to the
other party, or destroy and certify the destruction of, all Confidential
Information disclosed to it by the other party.


 


15.                   Miscellaneous.


 


15.1.                                 Compliance
with Laws.  Each party
will comply with all applicable laws, rules, and regulations in fulfilling its
obligations under this Agreement.


 


15.2.                                 Notices.  All notices will be in writing and addressed
to the attention of the other party’s Legal Department and primary point of
contact.  Notice will be deemed given (a) when 


 


Confidential
material redacted and filed separately with the Securities and Exchange
Commission.


 


11

















 


verified by written receipt if sent by personal courier, overnight
courier, or mail; or (b) when verified by automated receipt or electronic
logs if sent by facsimile or email.


 


15.3.                                 Assignment.  Neither party may assign or transfer any part
of this Agreement without the written consent of the other party, except to an
Affiliate but only if (a) the assignee agrees in writing to be bound by
the terms of this Agreement and (b) the assigning party remains liable for
obligations under this Agreement.  Any other attempt to transfer or assign
is void.


 


15.4.                                 Change
of Control.  Upon the
occurrence of a change of control (each, a “Change of Control Event”), the
party experiencing the Change of Control Event will provide notice to the other
party promptly, but no later than 3 days, after the occurrence of the Change of
Control Event.  The other party may
terminate this Agreement by sending notice to the party experiencing the Change
of Control Event and the termination will be effective upon the earlier of
delivery of the termination notice or 3 days after the occurrence of the Change
of Control Event.  For purposes of this
Agreement, “Change of Control Event” means (a) the sale of all or
substantially all of the assets of a party to another person or entity (other
than to a subsidiary of such party); (b) any merger or consolidation of a
party into or with another corporation or entity in which holders of the
capital stock of such party immediately prior to the consummation of the
transaction hold, directly or indirectly, immediately following the
consummation of the transaction, less than 50% of the capital stock in the
surviving entity in such transaction; or (c) any other acquisition
[*****] by a third party not an Affiliate of the acquired party or its
stockholders (or group of third parties (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended) not an
Affiliate of such party or its stockholders) of a majority of such party’s
outstanding voting power.


 


15.5.                                 Governing
Law.  This Agreement is governed by
California law, excluding California’s choice of law rules.  FOR ANY
DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO
PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA
COUNTY, CALIFORNIA.


 


15.6.                                 Equitable
Relief.  Nothing in this Agreement will
limit either party’s ability to seek equitable relief.


 


15.7.                                 Entire
Agreement; Amendments.  This
Agreement is the parties’ entire agreement relating to its subject and
supersedes any prior or contemporaneous agreements on that subject.  Any amendment must be in writing signed by
both parties and expressly state that it is amending this Agreement.


 


15.8.                                 No
Waiver.  Failure to enforce any
provision will not constitute a waiver.


 


15.9.                                 Severability.  If any provision of this Agreement is found
unenforceable, the balance of this Agreement will remain in full force and
effect.


 


15.10.                          Survival.  The following sections of this Agreement will
survive any expiration or termination of this Agreement:   7 (Intellectual Property), [*****], 11
(Indemnification), 12 (Limitation of Liability), 13 (Confidentiality; PR) and
15 (Miscellaneous).


 


15.11.                          Independent
Contractors.  The parties
are independent contractors and this Agreement does not create an agency,
partnership, or joint venture.


 


15.12.                          No
Third Party Beneficiaries.  There are no third-party beneficiaries to
this Agreement.


 


15.13.                          Force
Majeure.  Neither
party will be liable for inadequate performance to the extent caused by a
condition (for example, natural disaster, act of war or terrorism, riot, labor 


 


Confidential
material redacted and filed separately with the Securities and Exchange
Commission.


 


12

















 


condition, governmental action, and Internet disturbance) that was
beyond the party’s reasonable control.


 


15.14.                          Counterparts.  The parties may execute this Agreement in
counterparts, including facsimile, PDF or other electronic copies, which taken
together will constitute one instrument.


 


Signed:


 


	
  Google

  	
   

  	
   

  	
  Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  Nikesh Arora

  	
   

  	
  By:

  	
  /s/
  Charles Hilliard

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Nikesh
  Arora

  	
   

  	
  Print
  Name:

  	
  Charles Hilliard

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  President, Global Sales and Business Development
  Google, Inc.

  	
   

  	
  Title:

  	
  President & CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  05/28/2010

  	
   

  	
  Date:

  	
  05/28/2010

  



 


Confidential
material redacted and filed separately with the Securities and Exchange
Commission.


 


13














 


EXHIBIT A


 


AFS Revenue Share Percentage


 


[*****].


 


[*****].


 


[*****].


 


[*****].


 


[*****].


 


Notwithstanding
the foregoing, [*****] shall be as follows:


 


[*****].


 


[*****].


 


Confidential
material redacted and filed separately with the Securities and Exchange
Commission.


 


14

















 


EXHIBIT B


 


AFC Revenue Share Percentage


 


[*****].


 


[*****].


 


[*****].


 


[*****].


 


[*****].


 


[*****].


 


[*****].


 


Notwithstanding
the foregoing, [*****] shall be as follows:


 


[*****].


 


[*****].


 


[*****]


 


Confidential
material redacted and filed separately with the Securities and Exchange
Commission.


 


15

















 


EXHIBIT C


 


[*****]


 


Confidential
material redacted and filed separately with the Securities and Exchange
Commission.


 


16

















 


EXHIBIT D


 


[*****]


 


Confidential
material redacted and filed separately with the Securities and Exchange
Commission.


 


17

















 


EXHIBIT E


 


[*****]


 


Confidential
material redacted and filed separately with the Securities and Exchange
Commission.


 


18