ex10-2.htm


Exhibit 10.02


 


 


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 separately with the Securities and Exchange Commission.



 


AMENDMENT NUMBER FIVE TO GOOGLE ADWORDS RESELLER AGREEMENT


 


This amendment (“Amendment”) to the Agreement (as defined below) is entered into by and between:


 


(1) Google Ireland Limited, a company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4, Ireland (“Google”); and


 


(2) ReachLocal Europe BV (f/k/a Reach-Local Netherlands BV), whose registered office/principal place of business is located at Strawinskylaan 865, WTC tower D, 1077 XX  Amsterdam, The Netherlands (“Reseller”).


 


This Amendment shall be effective from 1 April 2013 (the “Effective Date”).


 


INTRODUCTION


 



	
(A)

	
Google and Reseller are parties to a Google AdWords Reseller Agreement, with an effective date of 1 May 2011 (together with Amendment Number 1, with effective date 16 November 2011, Amendment Number 2, with effective date 1 June 2012, and Amendment Number 3, with effective date 17 August 2012 and Amendment Number Four, with effective date 1 January 2013 the “Agreement”).







 



	
(B)

	
The parties now wish to amend the Agreement in the manner set out in this Amendment.







 


AGREED TERMS


 



	
1.

	
Definitions







 



	
  

	
Capitalised terms used but not defined in this Amendment shall have the same meaning as in the Agreement.







 



	
2.

	
Amendment







 


(a) On and from the Effective Date of this Amendment Russia is added to the Agreement as a Territory.


 


(b) The Launch Date for Russia is 1 April 2013.


 


(c) Section 5.8(a) is amended to include ReachLocal Russia Franchise OOO for the territory of Russia. The foregoing shall be considered a Reseller Group Company and as such may use the Google Brand Features in the manner permitted under the Agreement.


 


(d) The Performance Bonus Terms for Russia is incorporated into Exhibit C of the Agreement in the form set out below:


 




  





  











  






 


PART I


TERRITORY: Russia












[*****]


 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 2



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




  





  











  




 







	
3.

	
Changes







 


All changes that are necessary in order to give effect to paragraph 2(a) of this Amendment shall be deemed to have been made to the Agreement.  References in the Agreement to Parts A-D of Exhibit C shall be deemed to include Parts E-H above unless expressly stated or the context requires otherwise.


 



	
4.

	
Continuation







 


The Agreement shall remain in full force and effect unchanged except as modified by this Amendment.


 



	
5.

	
Governing Law and Jurisdiction







 


This Amendment is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Amendment.


 


Signed by the parties on the dates stated below


 



	
GOOGLE


 

	
RESELLER


	
By: /s/ Mick McCarthy


 

	
By: /s/ R.G. Schuitemaker


	
Name: Mick McCarthy for Graham Law (Board Director)


 

	
Name: R.G. Schuitemaker


	
Title:


 

	
Title: Financial Director Europe


	
Date: April 17, 2013


 

	
Date: April 15, 2013
























3



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