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U.S. English-Language Net Search Program Distinguished Provider Services Agreement - Netscape Communications Corp. and Inc.

                             [NETSCAPE LETTERHEAD]

                               AMENDMENT NO. 1 TO

                             AGREEMENT NO. 005064-1

This Amendment No. 1 (the 'Amendment') is entered into by and between Netscape
Communications Corporation, a Delaware corporation, with principal offices at
501 E. Middlefield Road, Mountain View, California 94043 ('Netscape'), and, a Delaware corporation located at 140 West Union Street, Pasadena,
California 91103 ('Distinguished Provider') effective as of the date of
execution by Netscape ('Amendment Effective Date').

WHEREAS, the parties have entered into a Netscape Communications Corporation
U.S. English-Language Net Search Program Distinguished Provider Agreement
effective December 15, 1998 (the 'Agreement'); and

WHEREAS, the parties wish to modify and supplement the provisions of such

NOW, THEREFORE, the parties, in consideration of the terms and conditions
herein, agree as follows:

1.   Search Widget Placement. Netscape will list Distinguished Provider's name
     in the stack ('Listing') for the search widget on the Netcenter homepage
     located at URL or such other URL as Netscape may
     designate from time to time in writing (the 'Search Widget'). The Search
     Widget is currently located above the fold where the phrase 'Search the Web
     with' appears. The Listing will be added to the drop down box along with
     the other names in the stack.

2.   Rotation Percentage. The Listing will appear at the top of the Search
     Widget stack a minimum of 10% of the time that the Search Widget is served
     up to end users ('Rotation Percentage'). Distinguished Provider
     acknowledges the Rotation Percentage is an annualized target, and that,
     accordingly at any given time the display of the Listing at the top of the
     stack may be adjusted by Netscape to occur above or below the Rotation

3.   Minimum Guaranteed Clicks. Netscape guarantees that Distinguished Provider
     shall receive no fewer than a total of 2 million Clicks per month from the
     Search Widget Listing during the Amendment Term (the 'Minimum Guaranteed

4.   Fees and Prepayments. Distinguished Provider shall pay Netscape $.04 per
     Click for the Search Widget Listing during the Amendment Term.
     Distinguished Provider will pay Netscape a nonrefundable prepayment of
     US$100,000 due on the Amendment Effective Date for traffic to be delivered
     for the remainder of April and the month of May based on an estimated 2.5
     million Clicks at $.04 per Click. Any traffic delivered by Netscape in
     excess of the prepayment amounts shall be invoiced by Netscape to
     Distinguished Provider at the $.04 per Click rate.

5.   Make-Good. If, at the end of the Amendment Term, Netscape has not delivered
     the Minimum Guaranteed Clicks then Netscape will, at its discretion: (i)
     continue the Listing beyond the Amendment Term until such time as the
     Minimum Guaranteed Clicks have been achieved; or (ii)

     deliver to Distinguished Provider a program of equivalent value as a remedy
     for the shortfall of Clicks; or (iii) apply the value of the shortfall (as
     determined by the $0.04 per Click rate) as a credit to Distinguished
     Provider against banner ad impressions (valued at the rate of $4.50 per
     CPM) in excess of the current minimum monthly payment commitments under the
     existing Advertising Insertion Order between the parties. The remedy set
     forth in this section shall be Distinguished Provider's sole and exclusive
     remedy, and Netscape's sole and exclusive obligation in regard to delivery
     of the Minimum Guaranteed Clicks.

6.   Search Widget Usage Report. Netscape will provide Distinguished Provider
     with an additional Usage Report, as described in Section 8 of the
     Agreement, specifically for the Search Widget traffic.

7.   Amendment Term. The Search Widget Listing will commence upon the Amendment
     Effective Date and continue through May 31, 1999. At Netscape's option, and
     upon written agreement of the parties, this Amendment may be extended for 1
     additional month subject to the same terms and conditions herein, including

8.   Capitalized terms defined in the Agreement shall have the same meaning in
     this Amendment as in the Agreement.

9.   Except as explicitly modified, all terms, conditions and provisions of the
     Agreement shall continue in full force and effect.

10.  In the event of any inconsistency or conflict between the Agreement and
     this Amendment, the terms, conditions and provisions of this Amendment
     shall govern and control.

11.  This Amendment and the Agreement constitute the entire and exclusive
     agreement between the parties with respect to this subject matter. All
     previous discussions and agreements with respect to this subject matter are
     superseded by the Agreement and this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives, effective as of the
Amendment Effective Date.


By: /s/ KENT WAKEFORD                     By: /s/ TODD TAPPIN
   -----------------------------------       -----------------------------------
   Signature                                 Signature

Name: Kent Wakeford                       Name: Todd Tappin
     ---------------------------------         ---------------------------------
     Print or Type                             Print or Type

Title: Director, Business Affairs         Title: CFO
      --------------------------------          --------------------------------

Date: 04/30/99                            Date: 4/23/99
     ---------------------------------         ---------------------------------
     'Amendment Effective Date'

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