[NETSCAPE LETTERHEAD]
AMENDMENT NO. 1 TO
NETSCAPE COMMUNICATIONS CORPORATION
U.S. ENGLISH-LANGUAGE NET SEARCH PROGRAM
DISTINGUISHED PROVIDER SERVICES AGREEMENT
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
GoTo.com, 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
Agreement;
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 http://home.netscape.com/ 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
Percentage.
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
Clicks').
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
pricing.
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.
NETSCAPE COMMUNICATIONS CORPORATION GOTO.COM
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
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'Amendment Effective Date'
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U.S. English-Language Net Search Program Distinguished Provider Services Agreement - Netscape Communications Corp. and GoTo.com Inc.
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