exv10w2



 






Exhibit 10.2



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




FIRST AMENDMENT

TO

AMENDED AND RESTATED PFP ADVERTISER 

DISTRIBUTION AGREEMENT




     This First Amendment to Amended and Restated PFP Advertiser Distribution Agreement
(“Amendment”) is effective as of the 1st day of March, 2008 (the “First Amendment Effective Date”)
and entered into by and between Local.com Corporation (f/k/a Interchange Corporation), a Delaware
corporation, whose principal offices are located at One Technology Drive, Building G, Irvine CA
92618 (“Local”), and Idearc Media Corp. (f/k/a Verizon Directories Corp.), a Delaware corporation,
with its principal place of business located at 2200 West Airfield Drive, D/FW Airport, Texas 75261
(“Idearc”), to amend the Amended and Restated PFP Advertiser Distribution Agreement
effective as of March 1, 2007 and entered into by and between Local and Idearc (the “Agreement”).


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





	 	a.	 	Background Paragraph B. Paragraph B of the Background section
of the Agreement is amended to read in its entirety as follows:
	 
	 	 	 	Local offers Internet users access to (1) various content and services through (a)
the Internet web site it owns, operates, hosts and maintains located at
http://www.local.com (referred to as the “Local.com Web Site”) and (b) the Internet
web site it owns, operates, hosts and maintains located at
www.premierguide.com
(which Local obtained in connection with its acquisition of the assets of
PremierGuide, Inc. on or about July 2007) (the “PG Local-Owned Web Site”), (2)
co-branded and private label versions of such content and services (corresponding to
the LC Third Party Web Sites (defined below)) on Internet web pages that are owned,
operated, hosted and maintained by Local on its own servers and systems (each group
of such pages corresponding to each LC Third Party Site, an “LC Co-Branded Site”,
and every LC Co-Branded Site, collectively, the “LC Co-Branded Sites”), and (3)
various content and services through other Internet web sites which are owned,
hosted, operated and maintained by Third Party Networked Web Site Owner(s) (defined
below) (collectively, the “Local Networked Sites” and each, a “Local Networked
Site”). “LC Third Party Web Site” means each of, and “LC Third Party Web Sites”
means all of, (a) the PG Third Party Web Sites, (b) such other web site(s) that are
owned and operated by a third party and for which Local hosts a corresponding LC
Co-Branded Web Site as of March 1, 2008, and (c) such other web site(s) that are
owned and operated by a third party and that Idearc approves (as “LC Third Party Web
Site(s)” under this Agreement) in writing after Local’s request (which approval
Idearc may grant or deny in its sole discretion) and for which Local hosts a
corresponding LC Co-Branded Web Site. “PG Third Party







 




			
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	 	 	 	Web Site” means each of, and “PG Third Party Web Sites” means all of, the web sites
that are owned and operated by a third party and regarding which Local obtained the
right to provide local search and directory services in connection with its
acquisition of the assets of PremierGuide, Inc. on or about July 2007, and for which
Local hosts a corresponding LC Co-Branded Site. “LC Web Site” means each of, and
“LC Web Sites” means all of, the LC Co-Branded Sites and the PG Local-Owned Web
Site. “Local Web Site” means each of, and “Local Web Sites” means all of, the
Local.com Web Site and the LC Web Sites. The “Local Network” means the Local Web
Sites, the LC Third Party Web Sites and the Local Networked Sites, collectively.
	 
	 	b.	 	Background Paragraph C. Paragraph C of the Background section
of the Agreement is amended to read in its entirety as follows:
	 
	 	 	 	Local desires to (a) host search forms (on which users may enter search criteria)
and submission buttons and submission links (through which a search is submitted to
Local for information about local businesses) on the Local.com Web Site, the PG
Local-Owned Web Site and the LC Co-Branded Sites (each such search form, submission
button or submission link, a “Local Hosted Search Form” and, collectively, the
“Local Hosted Search Forms”), (b) allow the owner of each LC Third Party Web Site,
for which Local hosts a corresponding LC Co-Branded Site, to host search forms and
submission buttons and submission links on such LC Third Party Web Site (each such
search form, submission button or submission link, an “LC TP Search Form” and,
collectively, the “LC TP Search Forms”) and to receive search criteria submitted by
the end user through such LC TP Search Forms, and (c) send such search criteria
submitted by users through such Local Search Forms (defined below) from the Local
Server(s) (defined below), to the server(s) that host the Superpages.com Web Site
(the “Superpages.com Server(s)”), and Idearc desires to send, in eXtensible Markup
Language format (“XML format”), Search Results (as defined below) from the
database(s) that serves the Superpages.com Service (the “Superpages.com Business
Database”) to the Local Server(s), for display (1) on the search results page(s) on
the section of the Local.com Web Site, PG Local-Owned Web Site or LC Co-Branded Site
on which the Local SF Search (defined below) originated (in the case of Local SF
Searches submitted through a Local Hosted Search Form) or for display on search
results page(s) of the LC Co-Branded Site corresponding to the LC Third Party Web
Site on which the Local SF Search originated (in the case of Local SF Searches
submitted through an LC TP Search Form) (such search results page(s) on the Local
Web Sites may hereinafter be referred to as the “Local SF Results Page(s)”) and (2)
at Local’s option, on Local Business Detail Pages (defined below) and Additional
Local Pages (defined below), subject to the terms and conditions set forth in this
Agreement. “Local Search Form” means each of, and “Local Search Forms” means all
of, the Local Hosted Search Forms and the LC TP Search Forms.







 




			
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	 	c.	 	Background Paragraph E. Paragraph E of the Background section
of the Agreement is amended to read in its entirety as follows:
	 
	 	 	 	Local has implemented search engine marketing strategies (including, without
limitation, search engine optimization strategies) with respect to the Local.com Web
Site, and Local desires to send Search Criteria (defined below) submitted by users
of Search Engines (defined below) from the Local Server(s), to the Superpages.com
Server(s), and Idearc desires to send, in XML format, Search Results, from the
Superpages.com Business Database to the Local Server(s), for display (1) on the
search results page(s) on the Local.com Web Site (such search results pages, the
“Local SEM Results Page(s)”), accessible via a link on the Search Engine on which
the Search Criteria was submitted, and (2) at Local’s option, on Local Business
Detail Pages (defined below) and Additional Local Pages (defined below), subject to
the terms and conditions set forth in this Agreement.
	 
	 	d.	 	Local Web Site(s); Local.com Web Site. The Agreement is
amended to (i) change the reference to “Local Web Site” in Section 10(c) to “Local
Web Sites”, (ii) change the references to “Local Web Site” in Section 3(a) and
Section 3(b)(ii) to “Local.com Web Site”, and (iii) change the references to “the
Local Web Site” in Sections 1(q), 1(r), and 1(gg) to “a Local Web Site”.
	 
	 	e.	 	Definitions.






	 	i.	 	Local Qualified Click. Section 1(l) is
amended to read in its entirety as follows:
	 
	 	 	 	“Local Qualified Click(s)” means (i) with regard to a PPC Ad, an end-user
action consisting of clicking on an active link of a PPC Ad (1) displayed on
a Local Results Page in accordance with the terms and conditions of this
Agreement or (2) displayed on a Local Business Detail Page in accordance
with the terms and conditions of this Agreement or (3) displayed on an
Additional Local Page in accordance with the terms and conditions of this
Agreement, and (ii) with respect to a PfC Ad, an end-user action consisting
of clicking on an active link or button associated with a telephone number
contained in a PfC Ad (1) displayed on a Local Results Page in accordance
with the terms and conditions of this Agreement or (2) displayed on a Local
Business Detail Page in accordance with the terms and conditions of this
Agreement or (3) displayed on an Additional Local Page in accordance with
the terms and conditions of this Agreement, but excluding Invalid Clicks.
	 
	 	ii.	 	Local SEM Search. Section 1(o) is amended
to read in its entirety as follows:







 




			
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	 	 	 	“Local SEM Search(es)” means the process whereby Local sends Search Criteria
(some of which is submitted by users of a Search Engine) from the Local
Server(s) to the Superpages.com Server(s), and Idearc sends, in XML format,
Search Results related to such Search Criteria to the Local Server(s), and
Local displays such Search Results on the Local SEM Results Pages accessible
via a link on the Search Engine on which the Search Criteria was submitted
(and, at Local’s option, on Local Business Detail Pages or Additional Local
Pages), in accordance with this Agreement.
	 
	 	iii.	 	Local SF Search. Section 1(p) is amended
to read in its entirety as follows:
	 
	 	 	 	“Local SF Search” means the process whereby Local sends Search Criteria
(some of which is submitted by a user through a Local Search Form) from the
Local Server(s) to the Superpages.com server(s), and Idearc sends, in XML
format, Search Results relating to such Search Criteria to the Local
Server(s), and Local displays such Search Results on Local SF Results Pages
(and, at Local’s option, on Local Business Detail Pages or Additional Local
Pages) in accordance with this Agreement (excluding any search conducted
through the use of search form(s) into which the Search Form(s) may be
incorporated, but which does not involve Idearc).
	 
	 	iv.	 	Qualified Click. Section 1(aa) is amended
to read in its entirety as follows:
	 
	 	 	 	“Qualified Click(s)” means (i) with regard to a PPC Ad, an end-user action
consisting of clicking on an active link of a PPC Ad (1) displayed on a
Results Page in accordance with the terms and conditions of this Agreement
or (2) displayed on a Local Business Detail Page in accordance with the
terms and conditions of this Agreement or (3) displayed on an Additional
Local Page in accordance with the terms and conditions of this Agreement,
and (ii) with respect to a PfC Ad, an end-user action consisting of clicking
on an active link or button associated with a telephone number contained in
a PfC Ad (1) displayed on a Results Page in accordance with the terms and
conditions of this Agreement or (2) displayed on a Local Business Detail
Page in accordance with the terms and conditions of this Agreement or (3)
displayed on an Additional Local Page in accordance with the terms and
conditions of this Agreement, but excluding Invalid Clicks.
	 
	 	v.	 	Search Criteria. Section 1(ff)(ii) is
amended to delete the words “to Idearc”.
	 
	 	vi.	 	Search Page. Section 1(kk) is amended to
read in its entirety as follows:







 




			
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	 	 	 	“Search Page” shall mean each of, and “Search Pages” shall mean all of, the
Local Search Pages, LC TP Search Pages (defined below), and Network Search
Pages.
	 
	 	vii.	 	Additional Definitions. Section 1 is
amended to add the following definitions, as subsections (rr), (ss), (tt)
and (uu) respectively:
	 
	 	 	 	“Additional Local Page(s)” means page(s) of a Local Web Site that Idearc
approves (as “Additional Local Page(s)” under this Agreement) in writing
after Local’s written request (which approval Idearc may grant or deny in
its sole discretion). Notwithstanding anything to the contrary, an
“Additional Local Page” is not a “Local Results Page” or a “Local SF Results
Page” or a “Local SEM Results Page” or a “Results Page” for purposes of this
Agreement.
	 
	 	 	 	“Local Business Detail Page” means each of, and “Local Business Detail
Pages” means all of, the pages hosted by Local on a Local Web Site, which
include detailed information about a business. Notwithstanding anything to
the contrary, a “Local Business Detail Page” is not a “Local Results Page”
or a “Local SF Results Page” or a “Local SEM Results Page” or a “Results
Page” for purposes of this Agreement.
	 
	 	 	 	“Local Query” means a Query in which the Search Criteria elements that are
submitted by users are submitted through a Local Search Form or a Search
Engine.
	 
	 	 	 	“LC TP Web Site Owner(s)” means third party(ies) that own, operate, host or
maintain one or more LC Third Party Web Sites.
	 
	 	 	 	“LC TP Server(s)” means the server(s) that host LC Third Party Web Site(s).






	 	f.	 	Term; Renewal. Section 2, first sentence, is amended to read
in its entirety as follows:
	 
	 	 	 	Unless sooner terminated in accordance with the terms of this Agreement, this
Agreement will commence on the Amended Effective Date and will continue for a period
of one (1) year following March 1, 2008 (the “First Amendment Initial Term”), after
which it will automatically renew and extend on a month to month basis until
terminated in accordance with this Agreement (collectively, the “Term”). Either
party may terminate this Agreement after it converts to a month to month term for
any reason or no reason upon *** days prior written notice to the other party.
	 
	 	g.	 	Search Forms. Section 3(b), third sentence is amended as
follows:







 




			
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From:

In no event shall Local allow any third party hosting a Network Search Form
(or any other third party) to transmit Search Criteria directly to Idearc.




To:

In no event shall Local allow any third party hosting a Network Search Form or
an LC TP Search Form (or any other third party) to transmit Search Criteria
directly to Idearc.




	 	h.	 	Search Pages. Section 3(c) is amended to read in its entirety
as follows:
	 
	 	 	 	Local shall, at all times during the Term of this Agreement, (i) host the Local
Search Pages on its own servers and systems, (ii) ensure that all Network Search
Pages are hosted, operated and maintained by the Third Party Networked Web Site
Owner which owns the Related Web Site which includes such Network Search Page, (iii)
ensure that each page of each LC Third Party Web Site that contains an LC TP Search
Form (each, a “LC TP Search Page” and, collectively, the “LC TP Search Pages”) is
hosted, operated and maintained by the third party which owns such LC Third Party
Web Site, and (iv) use its best efforts to make the Search Forms and the related
functionality accessible to end users of the Local Network as contemplated in this
Agreement.
	 
	 	i.	 	Local’s Obligations. Section 3(f)(i) is amended to read in its
entirety as follows:






     i. Receive Search Results sent from the Superpages.com Server(s) to the Local
Server(s) in response to each Query, and shall:




          1. with respect to each Local Query initiated through a Search Form on the
Local.com Web Site or through a Search Engine, (a) display (to the end user who
initiated such Local Query) the PFP Ads contained within Search Results resulting
from such Local Query on each applicable resulting Local Results Page of the
Local.com Web Site, in accordance with the rules set forth on Exhibit H-1 to
this Agreement (the “Local.com Results Page Display Rules”), without altering the
content of the PFP Ads, and (b) at Local’s option, display (to the end user who
initiated such Local Query) one or more PFP Ads contained within Search Results
resulting from such Local Query on any Local Business Detail Page(s) and any
Additional Local Page(s) on the Local.com Web Site (only in such position(s), if
any, as Idearc may approve in writing and in advance, in its sole discretion from
time to time during the Term of this Agreement), without altering the content of the
PFP Ads and in the order, format and manner provided by Idearc (i.e., with respect
to the order of placement on each Local Business Detail Page and each Additional
Local Page, if Local displays *** PFP Ads on such page, even if the PFP Ads are
displayed along with search results from sources other than the PFP Service, Local shall ensure that the *** PFP Ad on
such page is the *** PFP Ad provided by Idearc in response to the Local Query





 




			
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relevant to such page (although not necessarily the *** advertisement appearing on
such page) and that the *** PFP Ad (if any) on such page is the *** PFP Ad provided
by Idearc in response to the Local Query relevant to such page (although not
necessarily the *** advertisement appearing on such page), etc.) or as otherwise
reasonably requested by Idearc. Notwithstanding anything to the contrary, in no
event shall Local display any PFP Ad (generated in response to a Local Query
initiated through a Search Form on the Local.com Web Site or through a Search
Engine) at any position on any Local Business Detail Page or any Additional Local
Page without the prior written approval of Idearc. Local shall ensure that ***
featured advertising box (labeled “Featured Sponsors” or labeled with similar text)
appears on each Local Results Page on the Local.com Web Site resulting from a Local
Query, above the fold, and before any other featured advertising space (the “***
Featured Advertising Box”), which will initially appear as set forth in Exhibit
F (Mock-Up of Results Page on Local.com Web Site). Except as expressly set
forth in the Local.com Results Page Display Rules, Local reserves the right, at its
sole discretion, to determine the look, feel, style, format, navigation and all
usability and visual design elements of the Local.com Web Site, including but not
limited to all content and adverting positions but expressly excluding each and
every PFP Ad. Notwithstanding anything in this Agreement to the contrary, Local
will not be obligated to display the *** Featured Advertising Box, in whole or in
part, on Local SEM Results Pages displayed in response to a Local Query initiated
through a Search Engine of a Search Engine Partner (defined below) when prohibited
by Local’s advertising agreement with Yahoo (existing as of the First Amendment
Effective Date) and associated display rules with MSN, Google, Yahoo and ASK (each,
a “Search Engine Partner” and collectively “Search Engine Partners”) which may
change from time to time at the sole discretion of the Search Engine Partners.




          2. with respect to each Local Query initiated through a Local Hosted Search
Form on the PG Local-Owned Web Site or through a Local Hosted Search Form on an LC
Co-Branded Site or through an LC TP Search Form, (a) at Local’s option, display (to
the end user who initiated such Local Query) PFP Ad(s) (contained within Search
Results provided by Idearc as a result of such Local Query) on the Local Results
Pages of the particular Local Web Site from which such Local Query was initiated
(or, to the extent such Local Query producing such PFP Ads was initiated on an LC
Third Party Web Site, on the Local Results Pages of the LC Co-Branded Web Site
corresponding to such LC Third Party Web Site), in accordance with the rules set
forth on Exhibit H-2 to this Agreement (the “LC Web Sites – Results Page
Display Rules”), without altering the content of the PFP Ads, and (b) at Local’s
option, display (to the end user who initiated such Local Query) *** PFP Ads
contained within Search Results resulting from such Local Query on any Local
Business Detail Page(s) and any Additional Local Page(s) on the particular Local Web
Site from which such Local Query was initiated (or, to the extent such Local Query
producing such PFP Ads was initiated on an LC Third Party Web Site, on the LC Co-Branded
Web Site corresponding to such LC Third Party Web Site) (only in such





 




			
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 position(s),
if any, as Idearc may approve in writing and in advance, in its sole discretion from
time to time during the Term of this Agreement), without altering the content of the
PFP Ads and in the order, format and manner provided by Idearc (i.e., with respect
to the order of placement on each Local Business Detail Page and each Additional
Local Page, if Local displays *** PFP Ads on such page, even if the PFP Ads are
displayed along with search results from sources other than the PFP Service, Local
shall ensure that the *** PFP Ad on such page is the *** PFP Ad provided by Idearc
in response to the Local Query relevant to such page (although not necessarily the
*** advertisement appearing on such page) and that the *** PFP Ad (if any) on such
page is the *** PFP Ad provided by Idearc in response to the Local Query relevant to
such page (although not necessarily the *** advertisement appearing on such page),
etc.) or as otherwise reasonably requested by Idearc. Notwithstanding anything to
the contrary, in no event shall Local display any PFP Ad (generated in response to a
Local Query initiated through a Local Hosted Search Form on the PG Local-Owned Web
Site or through a Local Hosted Search Form on an LC Co-Branded Site or through an LC
TP Search Form) at any position on any Local Business Detail Page or any Additional
Local Page without the prior written approval of Idearc. Except as expressly set
forth in the LC Web Sites – Results Page Display Rules, Local reserves the right, at
its sole discretion, to determine the look, feel, style, format, navigation and all
usability and visual design elements of the LC Web Sites, including but not limited
to all content and adverting positions but expressly excluding each and every PFP
Ad.




          3. with respect to Search Results resulting from a Network Search, transmit all
such Search Results directly to the appropriate Third Party Networked Server hosting
the Network Search Page from which the Network Search originated, and ensure that
the Third Party Networked Web Site Owner operating such Third Party Networked Server
displays all such Search Results on the resulting Network Results Pages on the Local
Networked Site on which the Network Search originated, without alteration to the
content and in the order, format and manner provided by Idearc (i.e., even if the
Search Results are displayed along with search results from sources other than the
PFP Service, the *** PFP Ad on a Network Results Page(s) shall be the *** PFP Ad
provided by Idearc in response to the Network Search generating such Network Results
Page(s) (although not necessarily the *** advertisement appearing on such Network
Results Page(s)).




	 	j.	 	Local’s Obligations. Section 3(f) is amended to add a new
subsections (vii), (viii) and (ix), to read in their entirety as follows:
	 
	 	 	 	(vii) Host, operate and maintain an LC Co-Branded Site (on Internet web pages that
are owned, operated, hosted and maintained by Local on its own servers and systems)
corresponding to (1) each web site that is owned and operated by a third
party and regarding which Local obtained the right to provide local search and
directory services in connection with its acquisition of the assets of PremierGuide,







 




			
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	 	 	 	Inc. on or about July 2007, and (2) each web site that Idearc approves in writing as
an LC Third Party Web Site;
	 
	 	 	 	(viii) (1) Host, operate and maintain each Local Business Detail Page and each
Additional Local Page on its own servers and systems, and (2) not add any link,
content, feature or functionality to (or in association with) any PFP Ad without
Idearc’s prior written consent, notwithstanding anything to the contrary; and
	 
	 	k.	 	Local’s Obligations. Sections 3(f)(ii), 3(f)(iv) and 3(f)(v)
are amended to add “and Local Business Detail Pages and Additional Local Pages”
after each reference to “Results Pages”, Section 3(f)(iii) is amended to add “the”
before the reference to “Search”, and Section 3(f)(vi) is amended to add “and
links” after the reference to “Searches”.
	 
	 	l.	 	License Grants; Covenants — Idearc. Section 4(a), subsection
(iii), is amended as follows:






From:

display the Search Results resulting from a Local Search within the resulting Local
Results Pages on the Local Web Site




To:

display the Search Results resulting from a Local Search initiated through a Local
Hosted Search Form within the Local Results Pages (and Local Business Detail Pages
and Additional Local Pages) on the Local Web Site on which the Local Search
originated (to the end user who initiated such Local Search), display the Search
Results resulting from a Local Search initiated through an LC TP Search Form within
the Local Results Pages (and Local Business Detail Pages and Additional Local Pages)
on the LC Co-Branded Site corresponding to the LC Third Party Web Site on which the
Local Search was originated (to the end user who initiated such Local Search), and
display the Search Results resulting from a Local Search initiated through a Search
Engine within the Local Results Pages (and Local Business Detail Pages and
Additional Local Pages) of the Local.com Web Site to the end user who initiated such
Local Search




	 	m.	 	License Grants; Covenants — Local.






	 	i.	 	Section 4(b)(ii) is amended to read in its entirety
as follows:
	 
	 	 	 	it will ensure that the Third Party Networked Servers are owned and operated
by the Third Party Networked Web Site Owner which owns the Local Networked
Site served by such Third Party Networked Server, and it will ensure that
the LC TP Servers are owned an operated by the LC TP
Web Site Owner which owns the LC Third Party Web Site served by such LC TP
Server







 




			
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	 	ii.	 	Section 4(b)(xi) is amended to read in its entirety
as follows:
	 
	 	 	 	it will not (and will ensure that each Third Party Networked Web Site Owner
and each LC TP Web Site Owner does not) use, or allow the use of, any
hyperlink to the Superpages.com Web Site or other device to “datamine” the
Superpages.com Business Database in any way
	 
	 	iii.	 	Section 4(b)(xii) is amended to read in its
entirety as follows:
	 
	 	 	 	it will ensure that no Third Party Networked Web Site Owner and no Search
Engine Owner and no LC TP Web Site Owner sends Search Criteria submitted
through a Search Form directly to any Superpages.com Server
	 
	 	iv.	 	Section 4(b)(xiv) is amended to read in its
entirety as follows:
	 
	 	 	 	it will ensure that no Search Engine Owner and no LC TP Web Site Owner
engages in any activity with respect to the PFP Service (including, without
limitation, Search Results related thereto) except as expressly contemplated
herein,
	 
	 	v.	 	Section 4(b) is amended to add the following:
	 
	 	 	 	and (xv) it will not transfer, transmit, distribute, provide or otherwise
make available all or any portion of any Search Results to any LC TP Web
Site Owner or any LC TP Server, and (xvi) it will ensure that each LC TP Web
Site Owner does not edit, modify or create any derivative works of all or
any part of the SuperPages.com Service without Idearc’s express prior
written consent.






	 	n.	 	Traffic Credits. Section 5(b) is amended to read in its
entirety as follows:
	 
	 	 	 	Local acknowledges and agrees that, notwithstanding anything to the contrary, the
Parties intend for Idearc to receive all web site traffic credit for all pages of
the Local.com Web Site as measured by ComScore/Media Metrix, including, without
limitation, *** The technical implementation of the method for assigning traffic
credit as set forth above will be performed by Local in its sole discretion. In
addition, Local shall make reasonable efforts to ensure that Idearc receives all web
site traffic credit for all pages of the Local.com Web Site as measured by Neilson,
including, without limitation, ***
	 
	 	o.	 	Compensation — Revenue Share). Section 6(a)(i) is amended to
read in its entirety as follows:






	 	i.	 	Local Web Sites.







 




			
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          1. Amount. With respect to each calendar month of this Agreement
(beginning with March 2008), Idearc will pay Local the Local PFP Revenue Share for
such calendar month, in accordance with the provisions of Section 6(a)(i)(2), below.
The “Local PFP Revenue Share” for a calendar month is determined as follows: (i)
if Total Revenue (as defined in this subsection) relating to such calendar month is
of a total amount that is less than or equal to ***, the Local PFP Revenue Share for
such calendar month is *** of the Local Revenue relating to such calendar month (ii)
if Total Revenue (as defined in this subsection) relating to such calendar month is
of a total amount that is greater than or equal to *** and less than or equal to
***, the Local PFP Revenue Share for such calendar month is *** of the Local Revenue
related to such calendar month and (iii) if Total Revenue (as defined in this
subsection) relating to such calendar month is of a total amount that is greater
than or equal to ***, the Local PFP Revenue Share for such calendar month is *** of
the Local Revenue relating to such calendar month. For purposes of this Agreement,
(a) “Total Revenue”, with respect to each calendar month, means *** of (i) all fees
billed by Idearc to its Bid Program advertisers for Qualified Clicks (occurring
during such calendar month) on PPC Ads and (ii) the PPC Equivalent Bid Amount for
each Qualified Click (occurring during such calendar month) on a PfC Ad, to the
express exclusion of any “minimum monthly fees” or other fees due to Idearc from its
advertisers that are not applied towards PPC or PfC fees for Qualified Clicks, and
(b) “Local Revenue”, with respect to each calendar month, means *** of (i) all fees
billed by Idearc to its Bid Program advertisers for Local Qualified Clicks
(occurring during such calendar month) on PPC Ads and (ii) the PPC Equivalent Bid
Amount for each Local Qualified Click (occurring during such calendar month) on a
PfC Ad, to the express exclusion of any “minimum monthly fees” or other fees due to
Idearc from its advertisers that are not applied towards PPC or PfC fees for Local
Qualified Clicks. For example, if Total Revenue relating to April 2008 is of a
total amount of ***, and Local Revenue for April 2008 is of a total amount of ***,
Idearc will pay Local ***, in accordance with the provisions of Section 6(a)(i)(2),
below).




          2. Time and Manner of Payment. Commencing on March 1, 2008 and
continuing throughout the remaining Term of this Agreement, Idearc will pay Local
the Local PFP Revenue Share, with respect to each calendar month of the Term of this
Agreement (beginning with March 2008), within *** days of the expiration of such
calendar month.




	 	p.	 	Compensation — Revenue Share). Section 6(a)(ii) is amended to
read in its entirety as follows:






	 	ii.	 	Network Results Pages.






          1. Amount. With respect to each calendar month of this Agreement
(beginning with March 1, 2008), Idearc will pay Local the Network PFP Revenue Share
for such calendar month, in accordance with the provisions of Section





 




			
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6(a)(ii)(2),
below. The “Network PFP Revenue Share” for a calendar month is determined as
follows: (i) if Total Revenue relating to such calendar month is of a total amount
that is less than or equal to ***, the Network PFP Revenue Share for such calendar
month is *** of the Network Revenue relating to such calendar month and (ii) if
Total Revenue relating to such calendar month is of a total amount that is greater
than or equal to ***, the Network PFP Revenue Share for such calendar month is ***
of the Network Revenue relating to such calendar month. For purposes of this
Agreement, “Network Revenue”, with respect to each calendar month, means *** of (i)
all fees billed by Idearc to its Bid Program advertisers for Network Qualified
Clicks (occurring during such calendar month) on PPC Ads displayed on a Network
Results Page in accordance with the terms and conditions of this Agreement and (ii)
the PPC Equivalent Bid Amount for each Network Qualified Click (occurring during
such calendar month) on a PfC Ad displayed on a Network Results Page in accordance
with the terms and conditions of this Agreement, to the express exclusion of any
“minimum monthly fees” or other fees due to Idearc from its advertisers that are not
applied towards PPC or PfC fees for Network Qualified Clicks. For example, if Total
Revenue relating to April 2008 is of a total amount of *** and Network Revenue
relating to April 2008 is of a total amount of ***, Idearc will pay Local ***, in
accordance with the provisions of Section 6(a)(ii)(2), below).




2. Time and Manner of Payment. Commencing on March 1, 2008 and
continuing throughout the remaining Term of this Agreement, Idearc will pay Local
the Network PFP Revenue Share, with respect to each calendar month of the Term of
this Agreement (beginning with March 2008), within *** days of the expiration of
such calendar month.




	 	q.	 	Compensation – Revenue Share — Miscellaneous. Section
6(a)(iii) is amended to add the following, as the first sentence thereof:
	 
	 	 	 	The Parties acknowledge and agree that the reference to *** in the definitions of
Total Revenue, Local Revenue and Network Revenue in this Agreement represents ***
(the “Monthly Adjustment”). The Monthly Adjustment includes ***.
	 
	 	r.	 	Compensation – Revenue Share — Invalid Clicks. Section
6(a)(iv) is amended to read in its entirety as follows:
	 
	 	 	 	Notwithstanding anything to the contrary, Idearc will have no payment obligation
whatsoever hereunder with respect to any Invalid Clicks. Notwithstanding anything
to the contrary, Local shall (and, with respect to Local Networked Sites and LC
Third Party Web Sites, shall ensure that the appropriate Third Party Networked Web
Site Owner and LC TP Web Site Owner, respectively) (a)
make(s) commercially reasonable efforts to prevent “bots”, “spiders” or other
automated processes or mechanisms from executing clicks on Pay For Performance
Advertisement(s) on the Local Network and from executing queries







 




			
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	 	 	 	from the Local Network (and from executing queries from a Search Engine), and (b) promptly block(s)
the IP addresses of any sites or servers which Idearc may request that Local block
from time to time in writing. Local shall notify Idearc as soon as reasonably
practical if a bot, spider, other similar process, mechanism, network or user cannot
be stopped from clicking on Pay For Performance Advertisements on a Local Web Site
or a Local Networked Site or from executing queries on a Local Web Site or a Local
Networked Site or an LC Third Party Web Site (or from executing queries from a
Search Engine), and shall not object if Idearc blocks such IP addresses at its own
initiative and expense on the Superpages Web Site (which Idearc will have the right
to do, notwithstanding anything to the contrary). Local shall ensure that each
Third Party Networked Web Site Owner notifies Local of the IP addresses of any
entities that that appear to be using “bots”, “spiders” or other similar mechanisms
used to execute clicks. Local shall, throughout the Term of the Agreement,
dynamically provide to Idearc the unique user IP addresses in the manner specified
by Idearc on a per click basis.
	 
	 	s.	 	Compensation — Monthly Local Query Fee. The Agreement is
amended to delete Section 6(b) in its entirety.
	 
	 	t.	 	Compensation – Implementation and Set-Up Fee. Section 6(c) is
amended to add the following sentence after the existing sentence:
	 
	 	 	 	In consideration for the effort to engineer, implement and provide these services,
Idearc agrees to pay a non-refundable engineering, implementation and set-up fee of
***, which will be due on ***.
	 
	 	u.	 	Exclusivity. Section 9 is amended to read in its entirety as
follows:
	 
	 	 	 	a. Idearc will be the exclusive provider for each Primary Exclusive PFP Ad Position
(defined in Exhibit H-1), and Local shall not display any advertisement or
content within any Primary Exclusive PFP Ad Position other than a PFP Ad (displayed
in accordance with this Agreement). Notwithstanding the foregoing, if Local does
not receive relevant Search Results from Idearc for any Local.com Query in ***
seconds or less from the time of Local’s submission of the Search Criteria for such
Local Query (a “Timed-Out Local.com Query”), Local may display Local Ads and
advertisements or content from a third-party for such Timed-Out Local.com Query in
the Primary Exclusive PFP Ad Position, as Local’s sole and exclusive remedy. For
purposes of this Agreement, a “Local.com Query” means a Query in which the Search
Criteria elements that are submitted by users are submitted through a Local Search
Form on the Local.com Web Site or a Search Engine regarding which Local has
implemented one or more search engine marketing strategies to drive traffic to the
Local.com
Web Site. Local shall monitor the percentage of Local.com Queries that are
Timed-Out Local.com Queries, and to the extent that greater than *** of all
Local.com Queries in a calendar month are Timed-Out Local.com Queries, Local







 




			
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	 	 	 	shall
notify Idearc (in a mutually agreed upon manner) and each Party shall use
commercially reasonable efforts to reduce the number of Timed-Out Local.com Queries
in the following calendar months to a number which is less than or equal to *** of
all Queries.
	 
	 	 	 	b. In addition, Idearc will be the exclusive provider for each Exclusive PFP
Backfill Position (defined in Exhibit H-1), and Local shall not display any
advertisement or content within any Exclusive PFP Backfill Position other than a PFP
Ad (displayed in accordance with this Agreement).
	 
	 	 	 	c. Except as expressly provided in this Agreement, this Agreement is non-exclusive.
As such, (a) Local reserves the right to display Pay For Performance Advertisements
on a non-exclusive basis with respect to Local advertisers and advertisers of third
parties, except as expressly provided in this Agreement, and (b) Idearc reserves the
right to provide the PFP Service, in whole or in part, to third parties.
	 
	 	v.	 	Termination for Convenience. Section 11(b) is amended to
replace “Amended Initial Term” with “First Amendment Initial Term”.
	 
	 	w.	 	Indemnification – Idearc. Section 14(b), first and second
sentences, are amended to add “or LC TP Web Site Owner” immediately before the end
of each such sentence.
	 
	 	x.	 	Indemnification – Local. Section 14(c) is amended to read in
its entirety as follows:
	 
	 	 	 	Local shall further indemnify, defend and hold Idearc harmless from and against any
and all Damages suffered or incurred by Idearc in connection with any Proceeding
against Idearc arising from (i) any content on, or the operation of, any Local.com
Web Site or any Local Networked Site (except as to the content of any Search Results
provided by Idearc hereunder to the extent that such Search Results were displayed
as required by this Agreement without modification by Local or a Third Party
Networked Web Site Owner or any Search Engine Owner), which violates any applicable
local, state or federal licensing requirement or any applicable law (including
without limitation, laws prohibiting false, fraudulent, deceptive or misleading
advertising and laws prohibiting defamation, obscenity, indecency and pornography),
(ii) any LC Web Site or any LC Third Party Web Site or any Local Business Detail
Page or any Additional Local Page (except as to the content of any Search Results
provided by Idearc hereunder to the extent that such Search Results were displayed
as required by this Agreement without modification by Local or any LC TP Web Site
Owner or any Search Engine Owner), including, without limitation, the operation
thereof and any content
thereon which violates any applicable local, state or federal licensing requirement
or any applicable law (including without limitation, laws prohibiting false,
fraudulent, deceptive or misleading advertising and laws prohibiting defamation,







 




			
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		 	obscenity, indecency and pornography), (iii) the negligence, gross negligence,
willful misconduct or any action or failure to act of any Third Party Networked Web
Site Owner or Search Engine Owner or any LC TP Web Site Owner, (iv) any infringement
by any Third Party Networked Web Site Owner or Search Engine Owner or any LC TP Web
Site Owner upon any third party’s intellectual property rights, privacy rights, or
other third party rights, or (v) the domain name of any LC Co-Branded Site or any
other site in the Local Network. Without limiting the generality of the foregoing
provisions of Section 14, Local shall and does hereby agree to further indemnify,
defend and hold Idearc harmless from and against any and all Damages suffered or
incurred by Idearc in connection with any Proceeding against Idearc arising from or
relating to any feature, mechanism or functionality in connection with which any
Search Results are requested or used that violates or infringes upon any patent or
other intellectual property right of any third party.
	 
	y.	 	Limitation of Liability; Disclaimers. Section 15(a) is amended
to replace the reference to “Amendment Effective Date” with “Amended Effective
Date”. Sections 15(b)(ii), 15(b)(iv) and 15(b)(v) are amended to add “or LC TP Web
Site Owner” immediately after each reference to “Search Engine Owner”.
	 
	z.	 	Exhibit A (Form of Monthly Usage Reports by Local). Exhibit A
is amended to read in its entirety as set forth in Schedule 1, attached hereto and
incorporated herein.
	 
	aa.	 	Exhibit B (Form of Monthly Usage Reports by Idearc). Exhibit B
is amended to read in its entirety as set forth in Schedule 2, attached hereto and
incorporated herein.
	 
	bb.	 	Exhibit E (Guidelines for Advertising). Exhibit E is amended
to (a) add “and each LC TP Web Site Owner” immediately after the reference to
“Third Party Networked Web Site Owner”, and (b) replace “on the Search Pages or
Results Pages” (in the introductory language) with “on any Search Page, Results
Page, Business Profile Page or Additional Page and”.
	 
	cc.	 	Exhibit F. Exhibit F is amended to read in its entirety as set
forth in Schedule 3, attached hereto and incorporated herein.
	 
	dd.	 	Exhibit G (Minimum Monthly Local Query Goals). The Agreement
is amended to delete Exhibit G in its entirety.
	 
	ee.	 	Exhibit H (Display Rules). Exhibit H is amended to read in its
entirety as set forth in Schedules 4 and 5, attached hereto and incorporated
herein.




2. Miscellaneous. The undersigned, by their execution of this Amendment, represent that
they are duly authorized to enter into this Amendment on behalf of Idearc and Local, respectively.
This Amendment may be executed in one or more counterparts, any of which need






 




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






 




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



	 	 	 	 	 	 	 	 	 	 	 	 	 
	LOCAL.COM CORPORATION	 	 	 	IDEARC MEDIA CORP.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	/s/ Douglas S. Norman 	 	 	 	By:	 	 	 	/s/ Scott Laver 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Printed Name:	 	Douglas S. Norman	 	 	 	Printed Name:	 	Scott Laver
	 

	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	CFO	 	 	 	Title:	 	 	 	President
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	3/7/08	 	 	 	Date:	 	 	 	3/7/08
	 	 	 	 	 	 	 	 	 







 




			
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Schedule 1




Exhibit A

Form of Monthly Usage Reports by Local



The Time Out report generated by Local for each calendar month will show the number of Local.com
Queries Local transmits to Idearc during such calendar month as well as the number of Timed-Out
Local.com Queries in such calendar month. A percentage calculation will also be performed to show
the % of Local.com Queries that are Timed-Out Local.com Queries. For each calendar month, the Time
Out Report will be in the following format:




	 	 	 	 	 
	Time Out Report	 	#	 
	# of Local.com Queries sent to Idearc
	 	 	 	 
	# of Timed-Out Local.com Queries
	 	 	 	 
	% of Local.com Queries that are Timed-Out Local.com Queries
	 	 	 	 








 




			
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Schedule 2




Exhibit B

Form of Monthly Usage Reports by Idearc




	 	 	 	 	 
	Local PFP Revenue Share	 
	Month/Year                     	 
	 	 	Month	 
	Total Local Queries
	 	 	 	 
	Local Searches
	 	 	 	 
	Coverage
	 	 	 	 
	CTR
	 	 	 	 
	Local Qualified Clicks
	 	 	 	 
	Local Revenue
	 	 	 	 






Local PFP Revenue Share=




	 	 	 	 	 
	Network PFP Revenue Share	 
	Month/Year                     	 
	Network Qualified Clicks
	 	 	 	 






Network PFP Revenue Share=






 




			
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Schedule 3




Exhibit F




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






 




			
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Schedule 4




Exhibit H-1




Local.com Results Page Display Rules



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



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





	1.	 	Local shall ensure that *** featured advertising box (labeled “Featured Sponsors” or labeled
with similar text) appears on each Local Results Page on the Local.com Web Site resulting from
such Local Query, above the fold, and before any other featured advertising space (i.e., the
“***t Featured Advertising Box” defined above), which will initially appear as set forth in
Exhibit F (Mock-Up of Results Page on Local.com Web Site). Local shall ensure that
the *** Featured Advertising Box contains a minimum of *** advertising positions.






	2.	 	Local shall display *** PFP Ad (contained within Search Results provided by Idearc as a
result of such Local Query) in the *** advertising position in the *** Featured Advertising
Box of each Local Results Page of the Local.com Web Site resulting from such Local Query
(unless there are no PFP Ads contained within Search Results provided by Idearc as a result of
such Local Query, in which event Local may display Local Ads and advertisements or content
from a third party in such First Featured Advertising Box) (the advertising position in which
Local is obligated to display a PFP Ad in accordance with the provisions of this Section 2 of
this Exhibit H-1, the “Primary Exclusive PFP Ad Position”). For the avoidance of doubt, if
there are less than *** advertising positions in the *** Featured Advertising Box of the Local
Results Pages of the Local.com Web Site resulting from such Local Query, Local shall
nevertheless display *** PFP Ad in such *** Featured Advertising Box on each such Local
Results Page (unless there are *** PFP Ads contained within Search Results provided by Idearc
as a result of such Local Query, in which event Local may display Local Ads and advertisements
or content from a third party in such *** Featured Advertising Box on each such Local Results
Page).






	3.	 	In addition, if there are not enough Local Ads appropriate to the *** Featured Advertising
Box on Local Results Pages of the Local.com Web Site resulting from such Local Query to fill
the number of advertising positions remaining in the *** Featured Advertising Box on such
Local Results Pages (after accommodating the PFP Ad placement described in Section 2 of this
Exhibit H-1 and without repeating any Local Ad in any *** Featured Advertising Box) (such
remaining advertising positions, the “FFA Backfill Positions”), then Local shall display PFP
Ads (contained within Search Results provided by Idearc as a result of such Local Query) in
the *** Featured Advertising Box (of each Local Results Page of the







 




			
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	 	 	Local.com Web Site resulting from such Local Query) in an amount necessary to fill all FFA Backfill
Positions (unless there are not enough PFP Ads contained within Search Results provided by
Idearc as a result of such Local Query to fill all FFA Backfill Positions, in which case Local
shall display the number of such PFP Ads remaining (after accommodating the PFP placement
described in Section 2 of this Exhibit H-1) in the *** Featured Advertising Box (of each Local
Results Page of the Local.com Web Site resulting from such Local Query), and Local may display
Local Ads and advertisements or content from a third party in the remaining FFA Backfill
Positions (after accommodating, and below, the PFP Ads that Local is obligated to display
under this Section 3 of this Exhibit H-1) in the *** Featured Advertising Box (of each Local
Results Page of the Local.com Web Site resulting from such Local Query)) (the advertising
positions in which Local is obligated to display a PFP Ad in accordance with the provisions of
this Section 3 of this Exhibit H-1, each an “Exclusive PFP Backfill Position”, and
collectively, the “Exclusive PFP Backfill Positions”).






	4.	 	In addition, Local may, at Local’s option, display PFP Ads (contained within Search Results
provided by Idearc as a result of such Local Query) only in such additional position(s) (on
Local Results Pages of the Local.com Web Site resulting from such Local Query), if any, as
Idearc may approve in writing and in advance, in its sole discretion from time to time during
the Term of this Agreement. Notwithstanding anything to the contrary, except with respect to
Local’s obligations under Sections 1, 2 and 3 of this Exhibit H-1, in no event shall Local
display any PFP Ad at any position on any Local Results Page of the Local.com Web Site without
the prior written approval of Idearc.






	5.	 	Notwithstanding anything to the contrary, with respect to each Local Results Page of the
Local.com Web Site resulting from such Local Query, Local shall display the PFP Ads (contained
within Search Results provided by Idearc as a result of such Local Query) in the order, format
and manner provided by Idearc (i.e., with respect to the order of placement on each Local
Results Page of the Local.com Web Site resulting from such Local Query, even if the PFP Ads
are displayed along with search results from sources other than the PFP Service, Local shall
ensure that the *** PFP Ad on such Local Results Page is the *** PFP Ad provided by Idearc in
response to the Local Query generating such Local Results Page (although not necessarily the
*** advertisement appearing on such Local Results Page) and that the *** PFP Ad (if any) on
such Local Results Page is the *** PFP Ad provided by Idearc in response to the Local Query
generating such Local Results Page (although not necessarily the *** advertisement appearing
on such Local Results Page), etc., regardless of whether or not any of the PFP Ads that are
displayed are displayed in a featured advertising box or otherwise) or as otherwise reasonably
requested by Idearc.






	6.	 	Notwithstanding anything to the contrary, with respect to each Local Query initiated
through a Search Form on the Local.com Web Site or through a Search Engine, Local shall not
display any PFP Ad contained within Search Results resulting from such Local Query on any
single resulting Local Results Page more than one time, without the prior written consent
of Idearc.







 




			
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Schedule 5




Exhibit H-2




LC Web Sites — Results Page Display Rules



With respect to each Local Query initiated through a Local Hosted Search Form on the PG Local-Owned
Web Site or through a Local Hosted Search Form on an LC Co-Branded Site or through an LC TP Search
Form, at Local’s option, Local may display *** of the PFP Ads (contained within Search Results
provided by Idearc as a result of such Local Query) only in such additional position(s) (on the
Local Results Pages of the applicable Local Web Site, as specified in Section 3(f)(i)(2) of this
Agreement), if any, as Idearc may approve in writing and in advance, in its sole discretion from
time to time during the Term of this Agreement, in the order, format and manner provided by Idearc
(i.e., with respect to the order of placement on each such Local Results Page, if Local displays
*** PFP Ads on such Local Results Page, even if the PFP Ads are displayed along with search results
from sources other than the PFP Service, Local shall ensure that the *** PFP Ad on such Local
Results Page is the *** PFP Ad provided by Idearc in response to the Local Query generating such
Local Results Page (although not necessarily the *** advertisement appearing on such Local Results
Page) and that the *** PFP Ad (if any) on such Local Results Page is the *** PFP Ad provided by
Idearc in response to the Local Query generating such Local Results Page (although not necessarily
the *** advertisement appearing on such Local Results Page), etc., regardless of whether or not any
of the PFP Ads that are displayed are displayed in a featured advertising box or otherwise) or as
otherwise reasonably requested by Idearc.



Notwithstanding anything to the contrary, in no event shall Local display any PFP Ad at any
position on any Local Results Page resulting from any Local Query initiated through a Local Hosted
Search Form on the PG Local-Owned Web Site or through a Local Hosted Search Form on an LC
Co-Branded Site or through an LC TP Search Form without the prior written approval of Idearc.



Notwithstanding anything to the contrary, with respect to each Local Query initiated through a
Local Hosted Search Form on the PG Local-Owned Web Site or through a Local Hosted Search Form on an
LC Co-Branded Site or through an LC TP Search Form, Local shall not display any PFP Ad contained
within Search Results resulting from such Local Query on any single resulting Local Results Page
more than one time, without the prior written consent of Idearc.






 




			
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