* CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
MEMORANDUM OF UNDERSTANDING
Based on preliminary discussions, Infoseek Corporation ("Infoseek") with
principal offices at 2620 Augustine Drive, Suite 250, Santa Clara, CA 95054 and
IDG COMMUNICATIONS INC. ("IDG") with principal offices at ONE EXETER PLAZA,
BOSTON, MA 02116 have decided that detailed negotiations are appropriate
regarding the possible agreement between Infoseek and IDG for (a) placement of
IDG editorial content and IDG Icons within (i) certain iZones ("IDG iZones") and
certain Topics ("Topics") of the Directory ("IDG Topics") of the Infoseek Guide
Service, (ii) on certain intermediate pages ("Interim Pages") linked from the
iZones and Topics; and (b) the placement of Infoseek Guide Icons on IDG
Websites.
This Memorandum of Understanding ("MOU") covers the draft proposal of the terms
and conditions of the placement agreement, exchange of information and conduct
of such negotiations. The parties wish to avoid any misunderstandings and
disputes which might otherwise occur in the event that a comprehensive agreement
in this subject is not fully negotiated and fully executed.
The parties acknowledge that and agree that the subject matter of these
negotiation will involve numerous interrelated business and technical factors
and that, except as set forth in this MOU, neither party shall be bound to the
other for any performance, payment, license, right, or reliance with respect to
the subject matter, unless and until all material terms have been set forth in
the separate and binding agreement signed by both parties ("Comprehensive
Agreement"). All proposals, letters, agreement drafts, points of proposed or
actual agreements, "Term Sheets", memos, charts used or exchanged in the
negotiations either shall be reflected in the Comprehensive Agreement or shall
be deemed rejected, rescinded and void upon the end of negotiations. Nothing
contained in this MOU shall be deemed to limit the scope of the negotiations or
the content of the Comprehensive Agreement.
For purposes of this MOU the term "IDG Publications" means MacWorld and PCWorld,
and such other publications of IDG as mutually agreed to by the parties, each of
which shall be the basis of an iZone pursuant to the Comprehensive Agreement.
I A. IDG iZone Placement Terms
1. Infoseek will create an IDG iZone for the Macintosh
and an IDG iZone for PCWorld in collaboration with
IDG's editorial personnel. The IDG iZone specific to
* the [] shall be on [] for the term of the
* Comprehensive Agreement. Such [ ] IDG iZone shall be
* positioned among the [ ] iZone listings. The IDG
* iZone specific to [] shall be on [] basis for
the term of the Comprehensive Agreement. During the
* [] term of the Comprehensive Agreement, Infoseek will
* [] iZones for the following []: [] and [].
2. Infoseek will place up to five (5) links, on a
non-exclusive basis, from such IDG iZones to Interim
Pages hosted by IDG on MacWorld and PCWorld WWW
sites, as applicable. Interim Pages shall contain
articles or features either extracted from the
applicable IDG Publications or written specifically
by IDG for such pages. Advertising banners sold by
IDG will also be displayed on Interim Pages.
3. IDG will provide to Infoseek mutually agreed upon
graphic files for the logos and editorial content
which meet Infoseek's iZones standards. Infoseek and
IDG anticipate that such editorial content will be
* updated by IDG every [ ].
4. IDG will create up to five (5) Interim Pages.
Creation of IDG iZones for additional IDG-based
publications and related Interim Pages shall be
subject to prior mutual agreement.
5. IDG will place the Infoseek Directory logo and search
entry box (HTML) in a prominent position on the
applicable IDG Publications' Websites and track the
number of displays of such Infoseek logo. The
frequency of such tracking report will be mutually
agreed upon by both parties.
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* CONFIDENTIAL TREATMENT REQUESTED
FOR REDACTED PORTION
Page 1 of 4
B. IDG iZone Placement Financials
1. During the initial six (6) month period of the
Comprehensive Agreement, for each IDG iZone, IDG
* will receive [ ] of the Net Advertising Revenues
received and recognized by Infoseek from advertisers
for ad impressions sold specifically for such
applicable IDG iZones. "Net Advertising Revenues" as
used herein means such gross advertising revenues for
such ad impressions sold specifically for such IDG
iZones less (a) any amounts for refunds or other
credits, including, but not limited to, amounts
credited for bad debt or fraud, or for advertisement
for advertisement barter or other barter revenue; (b)
any sales-related expenses payable by Infoseek,
including, without limitation, internal and/or
external sales commissions, advertising agency fees,
or royalties payable to third parties; and (c) any
applicable sales, use, value-added or withholding
taxes, or export duties or similar charges required
to be paid or withheld by Infoseek.
2. The method of payment (either cash or advertising
* credit or a combination thereof) of the [ ]
Net Advertising Revenues attributable to the
remaining six (6) month period of the Comprehensive
Agreement payable by Infoseek to IDG shall be
mutually agreed upon prior to the commencement of
such six (6) month period.
3. Within the IDG iZones, Infoseek will provide up to
five (5) links to the Interim Pages pursuant to
Section I.A.2. above. Infoseek and IDG will share
advertising revenues ("IDG Revenues") for ad banners
sold and delivered by IDG and displayed on such
* Interim Pages. Infoseek will receive [ ] of the IDG
* Net Advertising Revenues and IDG will retain [ ] of
the IDG Net Advertising Revenues. "IDG Net
Advertising Revenues" as used herein means gross IDG
Revenues less (a) any amounts for refunds or other
credits, including, but not limited to, amounts
credited for bad debt or fraud, or for advertisement
for advertisement barter or other barter revenue; (b)
any sales-related expenses payable by IDG, including,
without limitation, internal and/or external sales
commissions, advertising agency fees, or royalties
payable to third parties; and (c) any applicable
sales, use, value-added or withholding taxes, or
export duties or similar charges required to be paid
or withheld by IDG.
II. A. IDG Topics Sponsorship Terms
* 1. Infoseek will provide IDG with [
], and additional
exclusive or non-exclusive IDG Topics related to IDG
Publications as may be mutually agreed upon by both
parties (collectively "IDG Topics"), within the
Topics during the one (1) year term of the
* Comprehensive Agreement. Such [ ], [ ], and [ ]
shall be positioned one (1) level below the
"Computers and Internet" Topic position.
2. Infoseek will place applicable IDG logos within the
IDG Topics pages and track the number of displays of
such logos. The frequency of such tracking report
will be mutually agreed upon by both parties. Such
logos will meet Infoseek's standard specifications
for height, width and file size.
3. Infoseek will place up to five (5) links, on a
non-exclusive basis, from each of the IDG Topics to
Interim Pages hosted by IDG.
4. IDG will provide to Infoseek mutually agreed upon
graphic files which meet Infoseek's standards for the
Topics sponsorship.
5. IDG will provide to Infoseek the IDG reviews of sites
which meet Infoseek's standards for reviews which
include number of reviews per topic, frequency of
updates, and style guidelines.
6. IDG will create up to five (5) additional Interim
Pages, or have the option to use the same five (5)
Interim Pages as described in Section I.A2. above.
Additional IDG Topics and related Interim Pages shall
be as mutually agreed upon in writing in advance by
both parties.
- ----------------------------------------
*CONFIDENTIAL TREATMENT REQUESTED
FOR REDACTED PORTION
Page 2 of 4
7. IDG will place the Infoseek Directory logo and search
entry box (HTML) in a prominent position on the
applicable IDG Publications' Websites and track the
number of displays of such Infoseek logo. The
frequency of such tracking report will be mutually
agreed upon by both parties.
B. IDG Topics Sponsorship Financials
1. During the initial six (6) month period of the
Comprehensive Agreement, for each IDG Topic, IDG
* will receive [ ], of the Net Advertising Revenues
received and recognized by Infoseek from advertisers
for ad impressions sold specifically for the
applicable IDG Topic. "Net Advertising Revenues" as
used herein means such gross ad revenues for such ad
impressions sold specifically for the IDG Topic less
(a) any amounts for refunds or other credits,
including, but not limited to, amounts credited for
bad debt or fraud, or for advertisement for
advertisement barter or other barter revenue; (b) any
sales-related expenses payable by Infoseek,
including, without limitation, internal and/or
external sales commissions, advertising agency fees,
or royalties payable to third parties; and (c) any
applicable sales, use, value-added or withholding
taxes, or export duties or similar charges required
to be paid or withheld by Infoseek.
2. The method of payment (either cash or advertising
* credit or combination thereof) of the [ ] Net
Advertising Revenues attributable to the remaining
six (6) month period of the Comprehensive Agreement
payable by Infoseek to IDG shall be mutually agreed
upon prior to the commencement of such six (6) month
period.
3. Within the IDG Topics, Infoseek will provide up to
five (5) links to the Interim Pages pursuant to
Section II A. 3. Infoseek and IDG will share
advertising revenues ("IDG Revenues") for ad banners
sold and delivered by IDG and displayed on such
Interim Pages. Infoseek will receive
* [ ] of the IDG Net Advertising
* Revenues and IDG will retain [ ] of the IDG Net
Advertising Revenues. "IDG Net Advertising Revenues"
as used herein means gross IDG Revenues less (a) any
amounts for refunds or other credits, including, but
not limited to, amounts credited for bad debt or
fraud, or for advertisement for advertisement barter
or other barter revenue; (b) any sales-related
expenses payable by IDG, including, without
limitation, internal and/or external sales
commissions, advertising agency fees, or royalties
payable to third parties; and (c) any applicable
sales, use, value-added or withholding taxes, or
export duties or similar charges required to be paid
or withheld by IDG.
III. Logo Display Balancing for IDG iZone and IDG Topics
On a quarterly basis, Infoseek and IDG will account for the total
quantity of their respective logos which have been displayed on their
respective sites for both IDG iZones and IDG Topics and Infoseek
Directory logos on IDG Publications' Websites during the previous
quarter. The difference in the quantity of Infoseek logo displays and
IDG logo displays will be paid to either Infoseek or IDG, as
applicable, in the form of advertising credits which credit shall be
applied as follows:
(i) In the event Infoseek owes IDG additional logo
displays Infoseek will display the quantity owed as
ad banners;
(ii) in the event IDG owes Infoseek additional logo
displays, IDG will display either the quantity owed
as ad banners or an equivalent value in print
advertisements.
Rate cards for such logo displays will be based upon mutually agreed
upon pricing, terms and conditions as set forth in the Comprehensive
Agreement.
- ----------------------------------------
*CONFIDENTIAL TREATMENT REQUESTED
FOR REDACTED PORTION
Page 3 of 4
Any such ad banner credits shall be applied during the then current
quarter or the quarter immediately following.
IV. Term
The term of the Comprehensive Agreement shall be One (1) year from the
effective date of such Comprehensive Agreement.
V. General
1. The overall performance of both parties under the
Comprehensive Agreement shall be reviewed by both parties
approximately six (6) months from the effective date of such
Comprehensive Agreement.
2. Each party shall bear its own expenses and costs with regard
to all negotiations and activities relating to this MOU.
3. Notwithstanding any other provision of this MOU, to the extent
the provisions of the Infoseek Mutual Confidential Disclosure
Agreement dated April 22, 1996 ("CDA"), conflict with the
terms of this MOU, the CDA shall control. Neither party shall
disclose the subject matter, the purpose, or the existence of
this MOU without the prior written consent of the other party,
except as required by law and government regulations, and
except for disclosure on a need to know basis to its own
employees, and its legal, investment, financial and other
professional advisors.
4. Neither party shall make a claim against, nor be liable to,
the other for consequential damages, including but not limited
to lost profits, suffered by it because of any performance or
failure to perform any obligations hereunder, or for
termination of negotiations without a Comprehensive Agreement.
Nothing in this MOU obligates either party to sell or purchase
any item from the other party, nor to enter into any
Comprehensive Agreement.
5. No obligation, covenant, or agreement relating to this MOU
shall be binding until the Comprehensive Agreement is approved
and signed by Infoseek and IDG.
6. Both parties agree that this MOU is the complete and exclusive
statement of understanding between the parties and supersedes
all prior agreements, whether oral or written, with respect to
the subject matter hereof.
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
IDG COMMUNICATIONS INC. INFOSEEK CORPORATION
By: By:
--------------------------- -----------------------------
Authorized Signature Authorized Signature
Name: KELLY CONLIN Name: Andrew E. Newton
--------------------------- -----------------------------
Print Print
Title: PRESIDENT Title: Vice President & General Counsel
--------------------------- ---------------------------------
Date: 4/18/96 Date: April 22, 1996
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Page 4 of 4
Memorandum of Understanding - Infoseek Corp. and IDG Communications Inc.
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