{"id":42002,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/advertising-services-agreement-doubleclick-inc-altavista-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"advertising-services-agreement-doubleclick-inc-altavista-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/advertising-services-agreement-doubleclick-inc-altavista-co.html","title":{"rendered":"Advertising Services Agreement &#8211; DoubleClick Inc., AltaVista Co. and AV Internet Solutions Ltd."},"content":{"rendered":"<pre>\n\n                          INTERIM AMENDED AND RESTATED\n                         ADVERTISING SERVICES AGREEMENT\n\n                  This ADVERTISING SERVICES AGREEMENT (this 'Agreement'),\neffective as of November 1, 1999 (the 'Effective Date'), by and between\nDoubleClick Inc., a Delaware corporation ('DoubleClick'), AltaVista Company, a\nDelaware corporation (as successor to Compaq Computer Corporation) and AV\nInternet Solutions Ltd., an Irish corporation (AV Internet Solutions Ltd.,\nAltaVista Company, and the direct and indirect subsidiaries of AltaVista\nCompany, 'AltaVista').\n\n                  WHEREAS, DoubleClick and Compaq Computer Corporation entered\ninto an Advertising Services Agreement as of January 1, 1999 (the 'Existing\nAgreement');\n\n                  WHEREAS, AltaVista is the successor in interest to Compaq\nComputer Corporation's rights and obligations under the Existing Agreement;\n\n                  WHEREAS, DoubleClick and AltaVista desire that the Existing\nAgreement be suspended and that this Agreement apply instead but only for the\nduration of the period from January 1, 2000 until December 31, 2000 (except for\nSection 4.2 and 4.4, which shall apply from the Effective Date until December\n31, 2000), after which this Agreement shall cease to have effect and the\nExisting Agreement shall again apply;\n\n                  WHEREAS, subject to Section 11.8, AltaVista intends to form an\ninternal sales force to solicit advertising for the Web Site; and\n\n                  WHEREAS, in furtherance of the objectives set forth above, the\nparties hereto desire to enter into this Agreement.\n\n                  NOW, THEREFORE, in consideration of the foregoing and the\nmutual covenants and agreements contained herein, and for other good and\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged, DoubleClick and AltaVista, intending to be legally bound, hereby\nagree as follows:\n\n                  As of the Effective Date Sections 4.2 and 4.4 of the Existing\nAgreement are deleted in their entirety and replaced with the Sections numbered\n4.2 and 4.4 below.\n\n                  As of January 1, 2000 the parties hereby agree that the\nExisting Agreement is amended and restated in its entirety as set forth in this\nAgreement.\n\n                  The parties agree that on January 1, 2001, the Existing\nAgreement shall again apply and that apart from any obligations that survive\npursuant to Section 5.5(b) of this Agreement, this Agreement shall no longer be\nof any effect on January 1, 2001.\n\n                  The parties further agree that DoubleClick may delegate its\nobligations under this Agreement outside the United States to the Affiliates and\njoint venture entities listed on Exhibit H, and to any other Affiliate or joint\nventure entity that has been approved by AltaVista, which approval shall not be\nunreasonably withheld.\n\n\n\n \n\n\n\n\n                                    ARTICLE I\n                                   DEFINITIONS\n\n     1.1 Definitions. As used in this Agreement, the following terms shall have\nthe meanings specified below:\n\n         (a) 'Ad Sales Service' shall mean the services provided by DoubleClick\non behalf of AltaVista in relation to the Web Site pursuant to Article III.\n\n         (b) 'Advertiser' shall mean a Person who provides material, whether\ndirectly or through its advertising agency, to promote itself, its brands or the\nproducts or services that it offers.\n\n         (c) 'Advertiser Contract' shall mean any contract with an Advertiser\nrelating to the sale of Advertising.\n\n         (d) 'Advertising' or 'Advertisement' shall mean any material (including\nany graphical or textual element) provided by or on behalf of an Advertiser that\npromotes a brand or products or services and which falls within one of the\nfollowing categories: (i) it is on the rate card for Advertising, (ii) it is\nintended to be on the rate card for Advertising, or (iii) it is or could be\nrotated between several different Advertisers without changing the nature of the\ncontent or service on the Page where the advertising material appears. (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n         (e) 'Affiliate' shall mean, with respect to any Person, any other\nPerson that, directly or indirectly, controls, is controlled by, or is under\ncommon control with, such Person.\n\n         (f) 'Agreement' shall mean this Agreement and the schedules, exhibits\nand addenda attached hereto as the same may be amended, supplemented or modified\nin accordance with the terms hereof.\n\n         (g) 'Average Combined Pricing' shall have the meaning set forth in\nSection 4.4 of this Agreement.\n\n         (h) 'Average DART Only Fee' shall have the meaning set forth in Section\n4.4 of this Agreement.\n\n         (i) 'Badge' shall mean a graphical element in a fixed location on a\nPage designed for the delivery of Advertising that is, as of the Effective Date,\n(***), or the equivalent or smaller sizes, and shall, in all cases, include all\nnatural evolutions thereof. A current sample of a Badge is attached hereto as\nExhibit A.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                       2\n\n\n \n\n\n\n\n         (j) 'Bad Debt' shall mean receivables for billed Net Revenues in which\ncollection has not been made and, in accordance with criteria set by AltaVista,\nis deemed uncollectible. In no event shall a receivable that is less than One\nHundred and Twenty (120) days past due be deemed uncollectible.\n\n         (k) 'Banner' shall mean a graphical element in a fixed location on a\nPage designed for the delivery of Advertising that is, as of the Effective Date,\n(***), and shall include all natural evolutions thereof. A current sample of a\nBanner is attached hereto as Exhibit A.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n         (l) 'Barter' shall mean the exchange or trade of any unsold inventory\non the Web Site for non-monetary consideration.\n\n         (m) 'Beyond-the-Banner Arrangements' shall mean any arrangement, as now\nexisting or hereafter developed, for material provided by or on behalf of an\nAdvertiser that promotes a brand or products or services and is provided for\ndelivery to Users on a Page or Pages but does not constitute a Standard Ad Unit.\n'Beyond-the-Banner Arrangements' include, but are not limited to, the following:\n(i) ad units hereafter developed other than the Standard Ad Units (whether or\nnot such newly-developed ad unit requires integration with the content on the\nWeb Site); (ii) Pages on the Web Site that are customized so that they include\nco-branding with, or sponsorship by, the Advertiser during the course of the\narrangements; and (iii) Pages on the Web Site that feature content created or\nlicensed from the Advertiser or another third party specifically for the\nadvertising campaign in question. Advertising campaigns may include both\nBeyond-the-Banner Arrangements and Standard Ad Units.\n\n         (n) 'Button' shall mean a graphical element in a fixed location on a\nPage designed for the delivery of Advertising that is, as of the Effective Date,\n(***), and shall include all natural evolutions thereof. A current sample of a\nButton is attached hereto as Exhibit A.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n         (o) 'Centralized Internet Ad Company' shall mean any company that is\nprimarily engaged in the business of targeting, measuring and delivering\nAdvertising on the Internet via a network of web sites all linked to the\ncompany's computers.\n\n         (p) 'Comparable Customer' shall have the meaning set forth in Section\n4.4 to this Agreement.\n\n         (q) 'AltaVista' shall have the meaning set forth in the preamble to\nthis Agreement.\n\n         (r) 'AltaVista Indemnitee' shall have the meaning set forth in Section\n7.2 to this Agreement.\n\n\n                                       3\n\n\n \n\n\n\n         (s) 'Confidential Information' shall have the meaning set forth in\nSection 10.1 to this Agreement.\n\n         (t) 'Content Zone' shall mean either (i) any section of the Web Site\nexisting as of the date of this Agreement that contains editorial content,\nwhether such content is developed by AltaVista or licensed from a third party,\nprovided that the Standard Ad Units in such section had been sold by DoubleClick\nprior to the Effective Date of this Agreement, or (ii) any currently existing\nsection of the Web Site that offers services to Users (e.g., translation and\ne-mail services) other than services that would be offered on a Home Page,\nSearch Results Page or Directory Page.\n\n         (u) 'Content Zone Page' shall mean any Page within a Content Zone. For\npurposes of this Agreement, any Page that has attributes of a Content Zone Page\nshall be deemed a 'Content Zone Page', even if it also has attributes of a\nDirectory Page. However, any Page that has the attributes of a Content Zone Page\nand also of a Home Page and\/or Search Results Page shall be deemed to be a 'Home\nPage' or 'Search Results Page' only, and shall in no event be deemed a 'Content\nZone Page.'\n\n         (v) 'DART Service' shall mean a service provided by DoubleClick to Web\nsite publishers for the targeted and measured delivery of Advertising through\nthe System from DoubleClick's servers to specified Web sites based on criteria\nselected by Advertisers.\n\n         (w) 'Directory Page' shall mean any Page that contains a comprehensive\ndirectory of Web sites, whether existing on the Web Site as of the date of this\nAgreement or developed in the future. Any Page that has the attributes of a\nDirectory Page and of a Home Page, Search Results Page and\/or Content Zone Page\nshall be defined in accordance with the definitions of 'Home Page', 'Search\nResults Page' and 'Content Zone Page', and shall in no event be deemed a\n'Directory Page.'\n\n         (x) 'DoubleClick' shall have the meaning set forth in the recitals to\nthis Agreement.\n\n         (y) 'DoubleClick Competitor' shall mean any Person that is (i)\nprimarily engaged in the business of third party online advertising sales,\ndelivery, or tracking or otherwise engaged in third party online advertising\ntechnology or services and\/or (ii) listed in Exhibit F attached hereto;\nprovided, however, that a Person shall be deemed a 'DoubleClick Competitor' if\nit owns a division, business unit or similar entity that is primarily engaged in\nthe business of third party online advertising sales, delivery, or tracking or\notherwise engaged in third party online advertising technology or services.\n\n         (z) 'DoubleClick Represented Pages' shall mean any Pages for which\nDoubleClick may sell Advertising pursuant to the terms of this Agreement.\n\n         (aa) 'DoubleClick Indemnitee' shall have the meaning set forth in\nSection 7.1 to this Agreement.\n\n         (bb) 'Effective Date' shall have the meaning set forth in the preamble\nto this Agreement.\n\n\n                                       4\n\n\n \n\n\n\n         (cc) 'Existing Agreement' shall have the meaning set forth in the\nrecitals to this Agreement.\n\n         (dd) 'Existing Orders' shall have the meaning set forth in Section\n3.8(e) to this Agreement.\n\n         (ee) 'Home Page' shall mean the Page initially presented to the User\nwhen accessing the primarily advertised Web Site URL. For the purposes of this\nAgreement, any Page that has the attributes of a Home Page shall be deemed to be\nthe 'Home Page,' even if it also has attributes of any of the following: a\nSearch Results Page, Content Zone Page and\/or Directory Page.\n\n         (ff) 'HTML Modifications' shall have the meaning set forth in Section\n3.7 to this Agreement.\n\n         (gg) 'Impression' shall mean each occurrence of Advertising on a Page\nresulting from a User accessing or visiting such Page.\n\n         (hh) 'Indemnitee' shall have the meaning set forth in Section 7.3 to\nthis Agreement.\n\n         (ii) 'Indemnitor' shall have the meaning set forth in Section 7.3 to\nthis Agreement.\n\n         (jj) 'International Ads' shall mean Advertising offered to Non-U.S.\nAdvertisers.\n\n         (kk) 'Local Ads' shall mean Advertising offered to U.S. Advertisers to\ntarget Users who are located in any of five or fewer U.S. states specified by\nsuch U.S. Advertiser.\n\n         (ll) 'National Ads' shall mean Advertising offered to U.S. Advertisers\nto target Users who are located in any of six or more U.S. states specified by\nsuch U.S. Advertisers.\n\n         (mm) 'Net Payable' shall have the meaning set forth in Section 4.6 of\nthis Agreement.\n\n         (nn) 'Net Revenue' shall mean the gross billings invoiced by\nDoubleClick to Advertisers less rate card and volume discounts, rebates,\nmake-goods and third party agency commissions.\n\n         (oo) 'New Inventory' shall have the meaning set forth in Section 3.5 to\nthis Agreement.\n\n         (pp) 'New Inventory Addendum' shall mean the addendum, to be signed by\nboth AltaVista and DoubleClick, that will confirm the New Inventory that will be\nsubject to this Agreement and the specific arrangements for such New Inventory.\n\n\n                                       5\n\n\n \n\n\n\n         (qq) 'New Web Site Area' shall have the meaning set forth in Section\n3.5 to this Agreement.\n\n         (rr) 'Non-U.S. Advertiser' shall mean an Advertiser for which the\nprimary sales contact with respect to a given Advertising campaign is based in\nAdvertiser's offices outside of the United States; provided, however, that if an\nAdvertiser is represented by an advertising agency, the primary sales contact\nshall be deemed to be the agency's primary contact in the Advertiser's\norganization.\n\n         (ss) 'Page' shall mean a page on the Web Site that is linked to the\nDART Service.\n\n         (tt) 'Paid Advertising' or 'Paid Advertisement' shall mean (i)\nAdvertising which is paid for by an Advertiser; (ii) Advertising that is\nprovided to an Advertiser free of charge as a component of a Paid Advertising\ncampaign; and (iii) Advertising provided as a make-good to an Advertiser so long\nas DoubleClick shall not receive credit more than once for such make-good.\n\n         (uu) 'Permitted Designees' shall mean any designee of AltaVista\nprovided that such Person is not a DoubleClick Competitor.\n\n         (vv) 'Person' shall mean any individual, firm, corporation,\npartnership, trust, association, joint venture, company or other entity, or any\ngovernment authority.\n\n         (ww) 'Sales Policies' shall have the meaning set forth in Section 3.10\nto this Agreement.\n\n         (xx) 'Search Results Page' shall mean the Page on any section of the\nWeb Site on which the results of a keyword search powered by the AltaVista\nsearch engine appear. For the purposes of this Agreement, any Page that has the\nattributes of a Search Results Page shall be deemed to be a 'Search Results\nPage' only, even if it also has attributes of any of the following: Content Zone\nPage or Directory Page. However, any Page that has the attributes of both a\nSearch Results Page and Home Page shall be deemed a 'Home Page' only, and shall\nin no event be deemed a Search Results Page.\n\n         (yy) 'Services' shall mean, collectively, the DART Service, the Ad\nSales Service, and any other service provided by DoubleClick to AltaVista under\nthis Agreement.\n\n         (zz) 'Standard Ad Unit' shall mean a Banner, Badge, Button, Toolbox or\nText Link.\n\n         (aaa) 'Strategic Advertiser' shall mean any Person that enters into a\nStrategic Advertising Arrangement.\n\n         (bbb) 'Strategic Advertising Arrangement' shall have the meaning set\nforth in Section 3.3 to this Agreement.\n\n\n                                       6\n\n\n \n\n\n\n         (ccc) 'System' shall mean DoubleClick's proprietary DART software\ntechnology.\n\n         (ddd) 'Term' shall have the meaning set forth in Section 5.1 to this\nAgreement.\n\n         (eee) 'Text Link' shall mean a hypertext link in a fixed location on a\nPage designed for the delivery of Advertising that is, as of the Effective Date,\na 1x1 pixel tracking gif (no more than two lines of text, no more than 20\ncharacters per line), and shall include all natural evolutions thereof. A\ncurrent sample of a Text Link is attached hereto as Exhibit A.\n\n         (fff) 'Toolbox' shall mean a graphical element in a fixed location on a\nPage designed for the delivery of Advertising that is, as of the Effective Date,\n(***), and shall include all natural evolutions thereof. A current sample of a\nToolbox is attached hereto as Exhibit E.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n         (ggg) 'Top Three' shall have the meaning set forth in Section 5.4 to\nthis Agreement.\n\n         (hhh) 'Trademark Use Guidelines' shall have the meaning set forth in\nSection 8.1 to this Agreement.\n\n         (iii) 'Unpaid Advertising' or 'Unpaid Advertisement' shall mean any\nAdvertisement that is not a Paid Advertisement. Examples of 'Unpaid Advertising'\ninclude (i) Advertisements that promote AltaVista, the Web Site, or their\nrespective products and services, and (ii) Advertisements Bartered by AltaVista\npursuant to Section 3.6.\n\n         (jjj) 'U.S. Advertiser' shall mean an Advertiser for which the primary\nsales contact with respect to a given Advertising campaign is based in\nAdvertiser's offices in the United States; provided, however, that if an\nAdvertiser is represented by an advertising agency, the primary sales contact\nshall be deemed to be the agency's primary contact in the Advertiser's\norganization.\n\n         (kkk) 'User' shall mean any Person that accesses the Web Site.\n\n         (lll) 'Web Site' shall mean (a) the AltaVista Web site currently\nlocated at the URL http:\/\/www.altavista.com\/ and (b) all other Web sites now or\nhereafter owned or controlled by AltaVista (but only for so long as such Web\nsites are owned or controlled by AltaVista), and all pages contained within each\nof those Web sites hosted anywhere in the world. For purposes of this\ndefinition, a Web site shall be deemed owned or controlled by AltaVista if\nAltaVista owns, directly or indirectly, more than 50% of the Person that owns\nthe Web site. If, during the Term, AltaVista shall come to control additional\nweb sites through acquisitions and such web sites are subject to agreements\nwhich existed prior to the acquisition and which prevent the inclusion of such\nweb site in the arrangements set forth in this Agreement, then such web sites\nshall not constitute part of the 'Web Site'; provided, however, that AltaVista\nshall use reasonable commercial efforts to have such web sites included in the\narrangements set forth in\n\n\n                                       7\n\n\n \n\n\n\n\nthis Agreement as soon as possible by either terminating the preexisting\nagreements or not renewing the preexisting agreements as they expire, as\ndetermined by AltaVista.\n\n         (mmm) 'Year 1' shall mean the period from the Effective Date until\nDecember 31, 1999.\n\n         (nnn) 'Year 2' shall mean the period from January 1, 2000 to December\n31, 2000.\n\n         (ooo) 'Year 3' shall mean the period from January 1, 2001 through the\ntermination of this Agreement.\n\n         (ppp) 'Year 2 Excluded Advertisers' shall have the meaning set forth in\nSection 3.7 to this Agreement.\n\n         (qqq) 'Year 3 Excluded Advertisers' shall have the meaning set forth in\nSection 3.7 to this Agreement.\n\n         (rrr) 'Acquisition Notice' shall have the meaning set forth in Section\n3.1(a) to this Agreement.\n\n         (sss) 'Adjustment Commission' shall have the meaning set forth in\nSection 3.3(e) to this Agreement.\n\n         (ttt) 'Advertising Communication' shall mean a discussion, meeting or\nother communication with an Advertiser concerning either a specific request for\nproposal, a specific proposal, or a specific purchase that includes Advertising.\nFor purposes of this definition, 'communication' shall include telephone calls,\nfaxes, letters, and email messages.\n\n         (uuu) 'Aggregate Designated Keywords Impressions' shall mean the\naggregate Designated Keyword Impressions for a given period of time sold by\neither DoubleClick or AltaVista.\n\n         (vvv) 'AltaVista Account' shall mean an Advertiser for whom AltaVista\nhas the exclusive right to sell Advertising and where the primary sales contact\nwith respect to the majority of the Advertiser's advertising budget (***);\nprovided, however, that if an Advertiser is represented by an advertising\nagency, the primary sales contact shall be deemed to be the agency's primary\ncontact in the Advertiser's organization.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n         (www) 'Channel Report' shall have the meaning set forth in Section\n3.9(b) to this Agreement.\n\n         (xxx) 'CMGI Company' shall have the meaning set forth in Section 3.3(b)\nto this Agreement.\n\n\n\n                                       8\n\n\n \n\n\n\n         (yyy) 'CMGI Company Advertisement shall have the meaning set forth in\nSection 3.1(b) to this Agreement.\n\n         (zzz) 'Designated Keywords' shall mean the 500 keywords listed in\nExhibit G. Exhibit G shall be completed by DoubleClick and delivered to\nAltaVista on or before December 1, 1999.\n\n         (aaaa) 'Designated Keyword Impressions' shall mean the Impressions for\nBanners that are delivered on the Search Results Pages generated when a User has\nsearched for any one of the Designated Keywords on any area or part of the Web\nSite (excluding searches when a Designated Keyword is combined with any other\nsearch term, typed incorrectly or is otherwise entered in a format that is not\nidentical to the representation of the Designated Keyword in Exhibit G).\n\n         (bbbb) 'DMZ Ad Unit' shall mean a hybrid graphical plus hypertext\nAdvertising element on a Search Results Page designed for the delivery of\nAdvertising that is, as of the Effective Date, (***) packaged with three lines\nof text and all natural evolutions thereof. The DMZ Ad Unit is designed as a\nsingle ad unit for reporting and delivery purposes and does not support\nreporting at a sub-item level.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n         (cccc) 'DoubleClick Account' shall mean an Advertiser for whom\nDoubleClick has the exclusive right to sell Advertising.\n\n         (dddd) 'Engage' shall have the meaning set forth in Section 3.1(c) to\nthis Agreement.\n\n         (eeee) 'Engage Arrangement' shall have the meaning set forth in Section\n3.3(c).\n\n         (ffff) 'High Value Advertising' shall have the meaning set forth in\nSection 4.7 to this Agreement.\n\n         (gggg) 'Red Report' shall have the meaning set forth in Section 3.9(b)\nto this Agreement.\n\n         (hhhh) 'User Profile' shall mean the set of known, assumed or inferred\nattributes about a particular User which is created by DoubleClick as a result\nof applying its proprietary statistical models or selection techniques to User\ninformation in its data alliance database.\n\n         (iiii) 'User Profile-Based Advertising' shall mean Advertising that is\ntargeted to Users based on the User Profiles.\n\n         (jjjj) 'White Label Advertising' shall have the meaning set forth in\nSection 3.1(c) to this Agreement.\n\n\n                                       9\n\n\n \n\n\n\n                                   ARTICLE II\n                                  DART SERVICE\n\n         2.1 DART Service.\n\n             (a) Subject to the terms and conditions of this Agreement,\nDoubleClick hereby agrees to provide the DART Service to AltaVista for the Web\nSite during the Term. Except for static Advertising that is hard-coded into\ncertain pages of the Web Site, all other Advertising placed on the Web Site by\nAltaVista or DoubleClick shall be delivered exclusively by DoubleClick through\nthe DART Service. A description of the DART Service as of the date hereof is\nattached hereto as Exhibit B. AltaVista shall not use any other third party ad\ndelivery service for the delivery of Advertising.\n\n             (b) DoubleClick grants to AltaVista the non-exclusive and\nnon-transferable (except as permitted pursuant to Section 11.8) right to access\nand use the DART Service, which AltaVista can access and use on DoubleClick's\nWeb servers by means of a unique password issued by DoubleClick, and for the\npurposes of: (i) performing projections of Advertising Impression inventories\nthat might be available through the DART Service, (ii) uploading and storing\nAdvertising for delivery by DoubleClick through the DART Service, (iii)\nselecting trafficking criteria for the delivery of Advertising to Users through\nthe DART Service, and (iv) receiving reports of Advertising Impressions and\nother data related to the delivery of Advertising by the DART Service.\n\n         2.2 AltaVista's DART Service Obligations. AltaVista shall be\nresponsible for soliciting Advertising, except to the extent such soliciting is\nconducted by DoubleClick on behalf of AltaVista pursuant to this Agreement. With\nrespect to all Advertising sold by AltaVista that is delivered through the DART\nService, AltaVista shall be responsible for trafficking Advertising (which shall\ninclude the input of Advertising into the System) and handling all inquiries of\nany type or nature. Trafficking of Advertising may be outsourced to DoubleClick\nat AltaVista's request and for additional fees (as set forth in Article IV\nbelow). With respect to all Advertising sold by AltaVista that is delivered\nthrough the DART Service, AltaVista shall obtain all necessary rights, licenses,\nconsents, waivers and permissions from Advertisers and others to allow\nDoubleClick to store and deliver Advertising and otherwise operate the DART\nService on AltaVista's behalf and on behalf of AltaVista's Advertisers, and to\nuse any data provided to or collected by the System, and AltaVista agrees to\ncomply with any further requirements of the ad insertion orders agreed with\nDoubleClick.\n\n         2.3 DoubleClick's DART Service Obligations. DoubleClick's sole\nobligations in relation to the DART Service under this Agreement shall be (i) to\nmake the System available to AltaVista, (ii) to deliver Advertising through the\nDART Service according to the trafficking criteria selected by AltaVista and\nAltaVista's Advertisers using the System and (iii) to provide training sessions\nexplaining the proper use of the DART Service and the System.\n\n         2.4 Proprietary Rights and Restrictions. DoubleClick is the exclusive\nsupplier of the DART Service and the exclusive owner of all right, title and\ninterest in and to the System, all software, databases and other aspects and\ntechnologies related to the System and DART Service, including the System, and\nany enhancements thereto. AltaVista shall not use the System or any\n\n\n                                       10\n\n\n \n\n\n\n\ndata thereby provided except pursuant to the limited rights expressly granted in\nthis Agreement. AltaVista shall use the System only in accordance with reference\nmanuals to be supplied by DoubleClick and only in accordance with DoubleClick's\nstandard security procedures, as posted on the DoubleClick Web site or otherwise\nprovided to AltaVista. AltaVista has the sole and exclusive right to use all\ndata derived by its use of the DART Service, for any purpose related to\nAltaVista's business with Advertisers, provided that DoubleClick may use and\ndisclose the User data (other than personally-identifiable information) derived\nfrom AltaVista's use of the DART Service pursuant to this Agreement only (i) for\nDoubleClick's reporting purposes (consisting of the compilation of aggregated\nstatistics about the DART Service (e.g., the aggregate number of ads delivered)\nthat may subsequently be provided to customers, potential customers and\ndisclosed to the general public; (ii) if required by court order, law, or\ngovernmental agency (including but not limited to, the Securities and Exchange\nCommission); and (iii) to the extent necessary to integrate operation and\nmanagement of the Services for the Web Site within the operation and management\nof the DART Service by DoubleClick for all its customers and otherwise for the\nDoubleClick Network.\n\n                                  ARTICLE III\n                        ADVERTISING SALES REPRESENTATION\n\n         3.1 AltaVista's Reservation of Rights.\n\n             (a) After DoubleClick's appointment of its ten (10) DoubleClick\nAccounts in accordance with Section 3.2 below and subject to Section 3.3 below,\nAltaVista shall have the right (exercisable in AltaVista's sole discretion) to\ndesignate Advertisers as AltaVista Accounts in accordance with the following\nschedule (the dates specified are the 'commencement dates' for each tranche of\nAltaVista Accounts): sixty (60) Advertisers may become AltaVista Accounts on\nJanuary 1, 2000; thirty (30) additional Advertisers may become AltaVista\nAccounts on April 1, 2000; thirty (30) additional Advertisers may become\nAltaVista Accounts on July 1, 2000; and thirty (30) additional Advertisers may\nbecome AltaVista Accounts on October 1, 2000 (making an aggregate of 150\naccounts on October 1, 2000). In each case AltaVista shall provide thirty (30)\ndays prior written notice to DoubleClick of the Advertiser that AltaVista\ndesires to designate an AltaVista Account (each an 'Acquisition Notice'). After\nAltaVista has selected an Advertiser to be an AltaVista Account and delivered an\nAcquisition Notice to DoubleClick, AltaVista shall have the exclusive right to\nsell Advertising to such AltaVista Account from the applicable commencement date\nset forth in the schedule in this Section 3.1(a); provided, however, that if\nthirty (30) days from the date of DoubleClick's receipt of the Acquisition\nNotice has yet to expire at the applicable commencement date, that Advertiser\nshall not be deemed to be an AltaVista Account until the thirty (30) day notice\nperiod for the Acquisition Notice has expired. (***) The foregoing shall not\napply to an Advertiser after the expiration of thirty days from the date of\nDoubleClick's receipt of an Acquisition Notice in respect of such Advertiser and\nthereafter as long as such Advertiser remains an AltaVista Account. (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             (b) Subject to Section 3.3 below, AltaVista may also sell to CMGI\nCompanies Advertising for the products or services of such CMGI Companies (each\na 'CMGI Company\n\n                                       11\n\n\n \n\n\n\n\nAdvertisement'); provided that such sales shall conform to all the terms of this\nAgreement, including without limitation, those with respect to delivery through\nDART.\n\n             (c) Subject to Section 3.3 below, AltaVista may also enter into an\narrangement with Engage Technologies, Inc. and its subsidiaries ('Engage') which\nshall allow Engage to sell 'White Label Advertising' on the Web Site so long as\nthe 'White Label Advertising' is delivered through DART. 'White Label\nAdvertising' shall mean (i) Impressions for Banners that are untargeted and sold\nto Advertisers such that the Advertisers know that their advertising may appear\non the Internet, but are unaware that the advertising will be specifically\ndelivered on the Web Site and (ii) such Banners are preemptible by other\nAdvertising that is sold on the Web Site (i.e., bulk inventory).\n\n             (d) AltaVista retains the right to enter into Beyond-the-Banner\nArrangements with Non-U.S. Advertisers. The parties agree that both parties\nshall be entitled to enter into Beyond-the Banner Arrangements with Non-U.S.\nAdvertisers, provided that AltaVista may not enter into any Beyond-the-Banner\nArrangements with the ten (10) DoubleClick Accounts designated by DoubleClick\npursuant to Section 3.2 below and AltaVista may not appoint any third party as\nits representative for such Beyond-the-Banner Arrangements with Non-U.S.\nAdvertisers.\n\n         3.2 Scope of Ad Sales Representation. During the Term, subject to the\nlimitations stated herein and AltaVista's retained rights to sell set forth in\nSection 3.1 above, DoubleClick and its authorized representatives, licensees and\nassigns shall be AltaVista's sole and exclusive representative with respect to\nAdvertising and shall have the exclusive right to enter into agreements for such\nAdvertising on behalf of AltaVista. In addition, on or before November 26, 1999\nDoubleClick shall designate (in its sole discretion) any ten (10) current\nAdvertisers other than those that appear on Exhibit I, which Advertisers shall\nremain DoubleClick Accounts throughout the Term and which cannot be designated\nby AltaVista as AltaVista Accounts.\n\n         3.3 Limitations on Advertising Sales by AltaVista.\n\n             (a) AltaVista agrees that during the calendar year 2000, the\nDesignated Keyword Impressions delivered in each month pursuant to sales made by\nAltaVista to the AltaVista Accounts shall not exceed the following maximum\npercentages of Aggregate Designated Keyword Impressions: (***) for each of\n(***); (***) for each of (***); (***) for each of (***); and (***) for each of\n(***).\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             (b) AltaVista also agrees that during calendar year 2000 and for\neach category of Advertising, the CMGI Company Advertisements (excluding those\nAdvertisements sold to CMGI Companies that have also been selected by AltaVista\nas AltaVista Accounts) must in the aggregate represent (***) of the aggregate\nImpressions delivered during the month for that category of Advertising\n(aggregating Impressions for that category of Advertising sold by either\nDoubleClick or AltaVista). AltaVista may not sell Advertisements to CMGI\nCompanies for the purpose of allowing such CMGI Companies to resell those\nAdvertisements to a third party.\n\n\n                                       12\n\n\n \n\n\n\n\n'CMGI Company' means any company which qualifies as an Affiliate (as defined in\nthis Agreement) of CMGI, Inc. but excluding any DoubleClick Competitor.\nCategories of Advertising for purposes of this Section, shall be the categories\nused for pricing Advertising for Advertisers (e.g., each size of Banner shall be\na separate category). In the event that AltaVista names CMGI Companies as\nAltaVista Accounts, those CMGI Companies shall not (a) resell Advertisements to\nany third party and (b) be a DoubleClick Competitor (provided that, for purposes\nof this Section 3.3(b) only, CMGI, Inc. shall not constitute a DoubleClick\nCompetitor).\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             (c) Subject to the limitations set forth in this Section 3.3(c),\nAltaVista may enter into an arrangement with Engage (the 'Engage Arrangement')\nwhich shall allow Engage to sell White Label Advertising according to one of the\ntwo following structures:\n\n                     (i) If the Engage Arrangement covers the entire Web Site,\nthen the Engage Arrangement must conform to the limitations set forth below for\nall areas and parts of the Web Site:\n\nPreemptible and Non-preemptible Scheme. As between (***) and in accordance with\nthe terms of this Agreement, (***) shall have the exclusive right to sell all\nnon-preemptible Advertising on the Web Site. However, (***) shall be\nentitled to sell preemptible Banners (i.e., bulk inventory). For the preemptible\nBanners, (a) the Banners with the highest CPM shall run on the Web Site and\n(b) (***) may permit (***) to sell only (***) each month of all Impressions\nthat are for Banners. It is understood that (***) may only sell (***) as\npreemptible Banners.\n\n                     (ii) If the Engage Arrangement covers only pages in the\nShopping.com Web site, then the Engage Arrangement shall allow (***) access to\npreemptible Banners on Shopping.com with any residual preemptible Banner\ninventory on Shopping.com after such (***) access being available for\n(***) to sell.\n\nAltaVista shall provide to DoubleClick on January 1, 2000 a written notice of\nits decision to elect for one of the two Engage Arrangements described in (i) or\n(ii) above.\n\nAltaVista agrees that it may allow Engage to use only one third party sales\nagent in connection with Engage's rights hereunder; provided, however, that\nAltaVista's contract with Engage expressly limits Engage's rights to use third\nparty sales agents to just one sales agent.\n\nIn all cases, AltaVista shall ensure that Engage delivers all Advertising\nthrough DART.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             (d) DoubleClick may implement technical means through the DART\nService to monitor and ensure compliance with Sections 3.3(a), (b) and (c)\nabove.\n\n\n                                       13\n\n\n \n\n\n\n             (e) Each quarter, DoubleClick shall audit the (i) Designated\nKeyword Impressions and CMGI Company Advertisements sold by AltaVista, (ii) the\nWhite Label Advertising sold by Engage and (iii) calculate what percentage such\nDesignated Keyword Impressions represents of the Aggregate Designated Keyword\nImpressions for the same period, what percentage the CMGI Company Advertising\nrepresents of the aggregate Impressions for each category of Advertising for the\nsame period and what percentage the White Label Advertising represents of the\naggregate Impressions for Banners that are preemptible by other Advertising on\nthe Web Site. DoubleClick shall promptly notify AltaVista of the results of this\naudit via an email report. The sales commissions and billing and collections\nfees set forth in Section 4.3 shall be applied to all Designated Keyword\nImpressions, CMGI Company Advertising and White Label Advertising that are in\nexcess of the amount permitted within the applicable percentages for a\nparticular quarter and in each case such amounts shall be calculated based on a\ndeemed Net Revenues amount that is equal to the average price that DoubleClick\nand AltaVista sold the Designated Keyword Impressions, the Impression within the\ncategory of Advertising or White Label Advertising during the same period (the\n'Adjustment Commission'). DoubleClick shall be entitled to offset the amount of\nany Adjustment Commission against any payments otherwise due from DoubleClick to\nAltaVista under the terms of this Agreement. In addition to the above Adjustment\nCommission remedy, in the event that the Aggregate Designated Keyword\nImpressions sold by AltaVista exceeds the percentage permitted by Section 3.3(a)\nabove, the percentage of CMGI Company Advertisements exceeds the percentage\npermitted by Section 3.3(b), or the percentage of White Label Advertising sold\nby Engage exceeds the percentage permitted by Section 3.3(c) above, the\nthresholds set forth in Sections 3.3(a), (b) and (c) above shall be reduced for\nthe next subsequent quarter by the number of Impressions by which AltaVista\nexceeded the threshold in the prior quarter. In the last quarter of 2000,\nDoubleClick's remedy under this Section 3.3(e) shall be limited to the\nAdjustment Commission. In addition to the quarterly audit reports, DoubleClick\nshall provide to AltaVista monthly reports detailing similar information to be\nused for informational purposes only.\n\n             (f) Designations of Advertisers as AltaVista Accounts once made may\nnot be changed or exchanged for alternative Advertisers; provided, however, that\nof the AltaVista Accounts designated on (***), up to (***) of those Advertisers\nmay be exchanged for alternative Advertisers (the 'Returned Accounts') upon\ncommencement of Year 3 of the Existing Agreement and the remaining AltaVista\nAccounts that have been designated by the end of calendar year 2000 shall\nconstitute part of the Year 3 Excluded Advertisers for purposes of Year 3 and\nSection 3.7(c) of the Existing Agreement when the Existing Agreement again comes\ninto force on January 1, 2001. AltaVista must provide DoubleClick with at least\nthirty days written notice prior to December 31, 2000 of its desire to make an\nexisting AltaVista Account a Returned Account. In addition, from the date that a\nReturned Account ceases to be an AltaVista Account, all Advertising sold by\nAltaVista to such Advertiser which has yet to be delivered shall be deemed to\nhave been sold by DoubleClick and AltaVista shall pay to DoubleClick the\ncommissions and fees required by Article IV below in respect of such Advertising\n(or DoubleClick may deduct such amount from payments otherwise due to AltaVista\nhereunder).\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             (g) Except for DoubleClick and as set forth in Section 3.1(c),\nAltaVista shall not use or appoint any third party, (***), to sell any\nAdvertising, Beyond-the-Banner Arrangements, Merchant Listings or any other\nmaterial provided by or on behalf of an Advertiser that promotes a brand or\nproducts or services of that Advertiser.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n                                       14\n\n\n \n\n\n\n         3.4 No Other Rights. Other than as set forth in this Article III,\nDoubleClick shall not have the right to place Advertising on the Web Site.\n\n         3.5 New Web Site Areas. The parties recognize that AltaVista will\nregularly update the design and content and technology of the Web Site. As new\ncontent channels (zones) are added to the Web Site, and except as provided in\nSection 3.1 above, DoubleClick shall be sole and exclusive representative with\nrespect to such new Advertising and shall have the exclusive right to enter into\nagreements for such Advertising, in accordance with Section 3.2 above.\n\n         3.6 Unsold Inventory. All unsold Advertising inventory may be Bartered\nby AltaVista, subject to the fees set forth in Article IV.\n\n         3.7 AltaVista's Ad Sales Service Obligations.\n\n             (a) AltaVista agrees to effect all necessary HTML programming with\nrespect to the Web Site and Pages in accordance with the HTML modifications (the\n'HTML Modifications') designated by DoubleClick so as to enable DoubleClick to\nperform its obligations under this Agreement.\n\n             (b) At all times during the Term, each Search Results Page and\nDirectory Page shall include substantially the same number and type of\nAdvertising as were included on the corresponding or most closely analogous\nSearch Results Page or Directory Page prior to the Effective Date of this\nAgreement, as illustrated on Exhibit A.\n\n             (c) AltaVista agrees that DoubleClick has no responsibility to\nreview the contents of Pages or the Web Site.\n\n             (d) (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             (e) AltaVista acknowledges and agrees that all Advertising sold by\nDoubleClick under the Existing Agreement for delivery after the Effective Date\nshall be governed by the terms and conditions of this Agreement and AltaVista\nshall pay DoubleClick the DART Service fee, sales commission, billing and\ncollections fees and other fees specified under Article IV of this Agreement for\nall such Advertising delivered after the Effective Date.\n\n         3.8 Dedicated Sales Specialists. Until December 31, 2000, no fewer than\n(***) DoubleClick sales specialists, reasonably acceptable to AltaVista, shall\nbe designated by DoubleClick as the Web Site's dedicated sales team. Promptly\nafter the Effective Date, DoubleClick shall use commercially reasonable efforts\nto staff Web Site's dedicated sales team.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n         3.9 DoubleClick's Ad Sales Service Obligations.\n\n             (a) Use of Information. DoubleClick shall have the right to use for\nDoubleClick's own use or for use in connection with potential Advertisers on the\nAd Sales Service, information concerning Pages, Impressions and Users accessing\nPages obtained through the Service, provided DoubleClick does not reproduce any\nPages without AltaVista's prior consent.\n\n\n                                       15\n\n\n \n\n\n\n             (b) Reporting. In addition to the daily DART Service reports made\navailable to AltaVista through DoubleClick's Web site (www.doubleclick.net),\nDoubleClick shall use commercially reasonable efforts to deliver to AltaVista\nwithin (***) following the end of the month the following reports: (i) a list of\nthe Advertisers that have purchased Advertising through DoubleClick, together\nwith a summary of the nature of the order (type of Advertising and Impressions)\nand revenue generated from such Advertiser; and (ii) a (***) of the Advertising\nscheduled to run on the Web Site. In addition, DoubleClick shall use\ncommercially reasonable efforts to deliver to AltaVista within (***) following\nthe end of the month the following reports: (i) monthly revenue by ad placement\nreport ('Red Report') and (ii) summary report of gross revenue for the Web Site\n('Channel Report'). During the Term, DoubleClick agrees also to provide\nAltaVista with such other reports as AltaVista may reasonably request; provided\nthat DoubleClick shall not be required to provide reports that are, in\nDoubleClick's view, unduly burdensome to prepare. All reports and data provided\nby DoubleClick to AltaVista are subject to the confidentiality obligations set\nforth herein, and access to such reports and data online is subject to\nDoubleClick's customary security procedures.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             (c) Restrictions. DoubleClick acknowledges that it shall abide by\nall reasonable restrictions placed on Advertisements on the Web Site by\nAltaVista, including restrictions arising from exclusivity and non-compete\narrangements.\n\n         3.10 Rate Card. During the Term of this Agreement, AltaVista, in\nconsultation with DoubleClick, shall set the rate card for all Advertising sold\nby DoubleClick. The current rate card as of the Effective Date is attached\nhereto as Exhibit D. In addition, AltaVista, in consultation with DoubleClick,\nshall set the minimum and maximum term for Advertiser Contracts and such other\nAdvertising sales policies and parameters for sales of Advertising on the Web\nSite as AltaVista may notify DoubleClick in writing from time to time, which\npolicies and parameters shall include credit and collections policies applicable\nto Advertisers (collectively, the 'Sales Policies'). The parties acknowledge and\nagree that both DoubleClick and AltaVista shall comply with the rate card and\nthe Sales Policies. The parties acknowledge that the credit policies included in\nthe Sales Policies are not applicable to Advertising sales made by DoubleClick\non AltaVista's behalf prior to the date this Agreement was fully executed by the\nparties. Certain of the current Sales Policies are attached as Exhibit J.\n\n         3.11 New Advertising. When new Advertising opportunities become\navailable on the Web Site during the Term (through the launch of a new Web Site,\ncontent channel, page, Advertising unit or otherwise) DoubleClick's and\nAltaVista's rights to sell such Advertising shall be as set forth in this\nArticle III and both parties' rights to promote, market and sell such new\nAdvertising opportunities shall commence at the same time. AltaVista shall\nprovide DoubleClick with reasonable advance notice in writing of all new\nAdvertising opportunities and shall not offer to sell any of the new Advertising\nuntil the date on which DoubleClick's rights to sell also commence.\n\n         3.12 User Profile-Based Advertising. DoubleClick hereby agrees to sell\nUser Profile-Based Advertising to Advertisers on the Web Site, subject to\nSection 3.1.\n\n\n                                       16\n\n\n \n\n\n\n                                   ARTICLE IV\n                                  COMPENSATION\n\n         4.1 Payments. During the Term of this Agreement, AltaVista shall pay to\nDoubleClick (i) a DART Services fee for all advertising delivered by DoubleClick\nto the Web Site, (ii) a sales commission based on the Net Revenues generated\nfrom all Advertising sold by DoubleClick on behalf of AltaVista, for all sales,\ncustomer support and other services (other than billing and collections\nservices) that DoubleClick performs on behalf of AltaVista (which shall include\nNet Revenues from Advertising sold by DoubleClick to an Advertiser prior to the\ndate on which AltaVista may commence sales of Advertising to that Advertiser in\naccordance with Section 3.1(a) above, including Advertising that will be\ndelivered after the date on which AltaVista may commence sales of Advertising to\nthe Advertiser) and (iii) a billing and collections fee for all billing and\ncollections services performed by DoubleClick on behalf of AltaVista in relation\nto Advertising sold by DoubleClick, based on the Net Revenues generated from\nsuch Advertising.\n\n         4.2 DART Services Fee.\n\n             (a) Delivery of U.S. Ads. AltaVista shall pay the following DART\nfees for all Advertising that is delivered by DoubleClick from the Effective\nDate through December 31, 2000:\n\n         (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\nVolumes shall be determined by aggregating the total number of Impressions\nwithin a category on a worldwide basis.\n\n             (b) Tracking and Trafficking Fees. In addition to one of the\npayments required by Section 4.2(a) above, AltaVista shall also pay the\nfollowing fees to the extent that the following Services from DoubleClick are\nutilized during the Term:\n\n             (i) (***)\n\n             (ii) (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             (c) Delivery of International Ads. DoubleClick may impose the\nfollowing CPM premiums for International Ads:\n\n         (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n                                       17\n\n\n \n\n\n\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             (d) Pricing for Delivery of Ads Placed by AltaVista. The parties\nshall meet, commencing on December 1, 1999, to determine whether the DART fees\nspecified in Section 4.2(a) to be in effect for Year 2 for the delivery of\nAdvertising placed by AltaVista should be adjusted. The parties would also meet,\ncommencing on December 1, 2000, to determine whether the DART fees in effect in\nYear 3 should be adjusted.\n\n         (4.3) Ad Sales Commission and Billing\/Collections Fees. AltaVista shall\npay to DoubleClick (i) the sales commissions set forth below for all the Ad\nSales Service, support, and other services (other than billing and collections\nservices) that DoubleClick performs on behalf of AltaVista and (ii) the billing\nand collections fees set forth below for all billing and collections services\nperformed by DoubleClick in relation to Advertising sold by DoubleClick on\nbehalf of AltaVista, in each case based on the Net Revenues generated from all\nAdvertising sold by DoubleClick on behalf of AltaVista (which shall include Net\nRevenues from Advertising sold by DoubleClick to an Advertiser prior to the date\non which AltaVista may commence sales of Advertising to that Advertiser in\naccordance with Section 3.1(a) above, including Advertising that will be\ndelivered after the date on which AltaVista may commence such sales to the\nAdvertiser):\n\n\n\n                   --------------------------------------------------------------------------------------------------\n                                                Billing and               Sales Commission to DoubleClick\n                                                Collections     -----------------------------------------------------\n                   Period During Term           Fee             National Ads       International Ads     Local Ads\n                   --------------------------------------------------------------------------------------------------\n                                                                                                \n                   Year 1                          (***)             (***)               (***)             (***)\n                   --------------------------------------------------------------------------------------------------\n                   Year 2                          (***)             (***)               (***)             (***)\n                   --------------------------------------------------------------------------------------------------\n                   Year 3                          (***0             (***)               (***)             (***)\n                   --------------------------------------------------------------------------------------------------\n\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\nAll sales commissions and billing and collections fees based on Net Revenue\nshall be determined using the above chart and based upon the date upon which the\nAdvertising is sold. If a campaign continues from one calendar year into the\nnext, the rates applicable at the start of the campaign shall apply for the\nwhole campaign. For National Ads sold before any termination by AltaVista of\nDoubleClick's rights under this Agreement, DoubleClick shall be entitled to\nreceive the sales commission and billing and collections fees for those National\nAds over the life of the campaign, even if the campaign continues to run after\nthe effective date of AltaVista's termination of those rights.\n\n             4.4 (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n\n                                       18\n\n\n \n\n\n\n\n             4.5 (***); Sales Engineer Services. DoubleClick shall provide (***)\non the DART Service at DoubleClick's offices in New York City at no charge to\nAltaVista. All additional (***) and other DoubleClick personnel days shall be\ncharged for at DoubleClick's customary rates.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             4.6 Invoicing. (***), DoubleClick shall remit to AltaVista the Net\nPayable. The 'Net Payable' shall mean the sum of the cash collections for\nAdvertising actually received by DoubleClick during the month, less amounts\npayable to DoubleClick for services rendered in respect of or based on\nAdvertising delivered and\/or sold by DoubleClick on behalf of AltaVista during\nthe month or still owed to DoubleClick in respect of past months: the DART\nService fees, sales commissions on amounts received, and billing and collections\nfees and any other fees payable to DoubleClick pursuant to this Agreement in\ntotal. DoubleClick shall use commercially reasonable efforts to deliver to\nAltaVista within (***). The Net Payable will be remitted to AltaVista (***).\n\n                  The bill accompanying the net payable will set forth the cash\ncollections generated from non-U.S. Advertisers and the costs associated with\nthis revenue, which amount shall be billed to AV Internet Solutions Ltd., and\nthe cash collections from U.S. Advertisers and the costs associated with this\nrevenue, which amount shall be billed to AltaVista Company.\n\n                  On a calendar quarterly basis, AltaVista may charge\nDoubleClick an amount equal to the applicable ad sales commission multiplied by\nthe amount of Bad Debt charged in the applicable quarter; provided that such\namount shall not (***) of Net Revenues recorded in such quarter. AltaVista shall\nnotify DoubleClick of the amount of such charge (***) after the end of calendar\nquarter and DoubleClick shall pay Company the amount of such charge (***) of\nDoubleClick's receipt of such notice. Notwithstanding the foregoing, DoubleClick\nshall be charged the full amount of Bad Debt associated with any Advertising\nsales made by DoubleClick on AltaVista's behalf in violation of AltaVista's\nSales Policies (other than deviations made with AltaVista's prior consent at the\ntime of the sale).\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n             4.7 Opportunity Cost. All Advertising placed by AltaVista and\nDoubleClick shall normally be subject to pre-existing Advertising sales of the\nother party. 'Pre-existing Advertising' shall be determined based solely on the\ndate the Advertising sale is entered into the System; provided, however, that\nthe parties shall discuss giving alternative priority to Advertising sales where\nto do so would be in the best interests of both parties. In the unusual event\nthat (i) DoubleClick is required by AltaVista to cancel any Advertising sold by\nDoubleClick on behalf of AltaVista to avoid a conflict with an advertising\nagreement entered into by AltaVista and (ii) no alternative Advertising programs\nacceptable to Advertiser are available through DoubleClick, AltaVista shall (i)\nremit to DoubleClick the sales commission to which DoubleClick would have been\nentitled had the campaign run its full course, by the dates such payments would\nhave been due hereunder, assuming the cancelled Advertising had been\n\n                                       19\n\n\n \n\n\n\npaid when due, (ii) AltaVista shall be solely responsible for any compensation\ndue to the Advertiser whose Advertising campaign has been cancelled and (iii)\nAltaVista shall indemnify DoubleClick against any other loss, damages or claims\nof the Advertiser against DoubleClick that relate solely to such cancellation.\n\nHowever, the foregoing provision shall not apply to:\n\n                  (i)      Advertising that AltaVista, acting in good faith,\n                           identified to DoubleClick in advance and in writing\n                           as being unavailable, if DoubleClick nonetheless\n                           sells such Advertising after its receipt of such\n                           notice.\n\n                  (ii)     High Value Advertising campaigns for which\n                           DoubleClick has not received prior AltaVista\n                           approval; it being understood that such approval\n                           shall not be unreasonably withheld and that failure\n                           by AltaVista to respond within (***) (Monday-Friday)\n                           to a request for approval shall be considered\n                           approved. 'High Value Advertising' shall mean any\n                           Advertising campaign that either (i) has a value of\n                           (***) and a duration of (***) or (ii) has a value of\n                           (***) and a duration of (***). DoubleClick may\n                           resubmit proposals for High Value Advertising if the\n                           Advertising in question remains unsold five (5) days\n                           or more after the date of the original proposal.\n\n         In the instances of (i) and (ii) above, DoubleClick shall be\n         responsible for any compensation due to the Advertiser whose\n         Advertising campaign has been cancelled.\n\n         In addition, during the thirty (30) day period following an Acquisition\n         Notice, the parties agree that in addition to the limitations set forth\n         in (i) and (ii) above, DoubleClick also agrees not to sell any\n         Advertising to the Advertiser that is the subject of the Acquisition\n         Notice at rates that are (***) of standard rate card rates for such\n         Advertising without receiving AltaVista's prior written consent; it\n         being understood that such approval shall not be unreasonably withheld\n         and that failure by AltaVista to respond within three (3) days to a\n         request for approval shall be considered approved.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n         4.8 (***)\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n         4.9 AltaVista's Costs. AltaVista shall be solely responsible for any\ncosts or expenses it incurs in connection with the Services or performance of\nits obligations under this Agreement including, without limitation, expenses\nassociated with any HTML programming and linking Pages to the DART Service.\n\n         4.10 DoubleClick's Costs. DoubleClick shall be solely responsible for\nany costs or expenses it incurs in connection with the provision of the Services\nor performance of its\n\n\n                                       20\n\n\n \n\n\n\nobligations under this Agreement including, without limitation, expenses\nassociated with any costs of operating and maintaining the DART Service.\n\n         4.11 Taxes. Each party shall be responsible for the payment of taxes\nimposed on that party and shall withhold taxes which, in its reasonable belief,\nit is required to withhold from payments to the other party. DoubleClick will be\nresponsible for billing, collecting and remitting, all applicable taxes on\nsimilar levies with respect to Advertisements which it places.\n\n                                   ARTICLE V\n                               TERM &amp; TERMINATION\n\n         5.1 Term. This Agreement shall be for a period from the Effective Date\nuntil December 31, 2000 (the 'Term'). Upon expiration of the Term or earlier\ntermination of this Agreement pursuant to Sections 5.3 and 5.4 below, the\nExisting Agreement shall automatically replace this Agreement.\n\n         5.2 Intentionally left blank.\n\n         5.3 Termination for Breach. In the event of a material breach of a\nmaterial provision of this Agreement, the non-breaching party may give written\nnotice of such breach to the breaching party and if the breaching party fails to\ncure such breach within ninety (90) days of receipt of such notice, the\nnon-breaching party may terminate this Agreement once the cure period has\nexpired.\n\n         5.4 Termination by AltaVista for Certain Changes. In addition to its\nright to terminate specified above, AltaVista shall also have the right to\nterminate this Agreement if any of the following events occur:\n\n             (a) DoubleClick is found by reputable independent sources on the\nbasis of verifiable data based on an analysis of a period of not less than 180\ndays, to no longer be one of the top three Centralized Internet Ad Delivery\nCompanies measured on the basis of the aggregate number of Impressions served by\neach Centralized Internet Ad Delivery Companies in such period (the 'Top\nThree');\n\n             (b) DoubleClick ceases to operate or provide technical support for\nthe DART Service for a period in excess of five (5) business days;\n\n             (c) DoubleClick is adjudged insolvent or bankrupt;\n\n             (d) Institution of any proceeding by DoubleClick seeking relief,\nreorganization or arrangement under any laws relating to insolvency;\n\n             (e) Institution of any proceeding against DoubleClick seeking\nrelief, reorganization or arrangement under any laws relating to insolvency that\nis not dismissed within sixty (60) days;\n\n             (f) The making of any assignment for the benefit of creditors;\n\n\n                                       21\n\n\n \n\n\n\n             (g) Upon the appointment of a receiver, liquidator or trustee of\nany of DoubleClick's property or assets, or upon liquidation, dissolution or\nwinding up of the DoubleClick's business; or\n\n             (h) In the event that a Person who owns, either directly or\nindirectly, a Web site that is widely regarded by recognized Internet industry\nanalysts as a direct competitor of the Web Site acquires (i) through a merger or\nconsolidation pursuant to which the stockholders of DoubleClick immediately\nprior to such merger or consolidation will not own, immediately after such\nmerger or consolidation, (***) of the voting power of the surviving Person's\nvoting securities, whether or not such Person is DoubleClick, (ii) securities\nrepresenting a majority of DoubleClick's voting securities as a result of a\ntender or exchange offer, open market purchase, privately negotiated purchases,\nshare exchange, extraordinary dividend, acquisition, disposition or\nrecapitalization (or series of related transactions of such nature) (other than\na merger or consolidation), or (iii) all or substantially all of DoubleClick's\nassets.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n         5.5 Effect of Termination.\n\n             (a) Notwithstanding anything to the contrary contained herein, in\nthe event this Agreement is terminated and DoubleClick, prior to said\ntermination, has entered into any Advertiser Contracts for the delivery of\nAdvertising to the Pages, the duration of which Advertiser Contracts extend\nbeyond the date on which this Agreement has been terminated, and such\nAdvertising continue to be delivered after the termination of this Agreement,\nthen DoubleClick shall be entitled to receive (i) sales commissions and billing\nand collections fees for such Advertising calculated on the basis of the\napplicable sales commission and billing and collections fees that would have\nbeen due under Section 4.3 above as of the effective date of the Advertising\nContract for the type of Advertising in question and (ii) where the parties\nmutually agree that DoubleClick should continue to deliver said Advertising on\nbehalf of AltaVista, the applicable DART Service fees specified in Section 4.2.\n\n             (b) The following provisions of this Agreement and any causes of\naction arising in relation to this Agreement prior to termination, shall survive\nsuch termination: Sections 3.3(f), 7.1 through 7.3, 9.1, 9.2, and 10.1 and\nArticle V.\n\n                                   ARTICLE VI\n                         REPRESENTATIONS AND WARRANTIES\n\n         6.1 AltaVista's Representations and Warranties. AltaVista represents\nand warrants at all times that AltaVista (i) owns the Web Site, and (ii) has the\nright and full power and authority to enter into this Agreement, to grant the\nrights herein granted and fully to perform its obligations hereunder. AltaVista\nacknowledges that the System can be used to target, measure and traffic\nadvertisements in many different ways and based on many difference types of\ndata. AltaVista represents and warrants that it will not use the System or the\nDART Service in a way or for any purpose that infringes or misappropriates any\nthird party's copyrights, U.S. patents issued as of the Effective Date,\ntrademarks or trade secrets.\n\n\n                                       22\n\n\n \n\n\n\n\n         6.2 DoubleClick's Representations and Warranties. DoubleClick\nrepresents and warrants that (i) it owns the DART Service and the System, (ii)\nit has the right and full power and authority to enter into this Agreement, to\ngrant the rights herein granted and fully to perform its obligations hereunder,\nand (iii) the System was developed by DoubleClick without infringement or\nmisappropriation of any third party's copyrights, U.S. patents issued as of the\nEffective Date, trademarks or trade secrets.\n\n                                   ARTICLE VII\n                                   INDEMNITIES\n\n         7.1 AltaVista's Indemnities. AltaVista agrees to indemnify and hold\nDoubleClick and its Affiliates, officers, directors, employees and agents (each\na 'DoubleClick Indemnitee') harmless from and against any and all claims,\nactions, losses, damages, liability, costs and expenses (including, without\nlimitation, reasonable attorneys' fees and disbursements incurred by a\nDoubleClick Indemnitee in any action between AltaVista and the DoubleClick\nIndemnitee, or between the DoubleClick Indemnitee and any third party or\notherwise) arising out of or in connection with any breach of any of AltaVista's\nrepresentations, warranties or obligations set forth in this Agreement.\nDoubleClick shall promptly notify AltaVista of all claims and proceedings\nrelated thereto of which DoubleClick becomes aware.\n\n         7.2 DoubleClick's Indemnities. DoubleClick agrees to indemnify and hold\nAltaVista and its Affiliates, officers, directors, employees and agents (each a\n'AltaVista Indemnitee') harmless from and against any and all claims, actions,\nlosses, damages, liability, costs and expenses (including, without limitation,\nreasonable attorneys' fees and disbursements incurred by a AltaVista Indemnitee\nin any action between DoubleClick and the AltaVista Indemnitee, or between the\nAltaVista Indemnitee and any third party or otherwise) arising out of or in\nconnection with any breach of DoubleClick's representations, warranties or\nobligations set forth in this Agreement. AltaVista shall promptly notify\nDoubleClick of all claims and proceedings related thereto of which AltaVista\nbecomes aware.\n\n         7.3 Procedure. The Indemnitee ('Indemnitee') that intends to claim\nindemnification under this Agreement shall promptly notify the other party (the\n'Indemnitor') of any claim, demand, action or other proceeding for which the\nIndemnitee intends to claim such indemnification, and the Indemnitor shall have\nthe right to participate in, and, to the extent the Indemnitor so desires, to\nassume sole control of the defense thereof with counsel selected by the\nIndemnitor; provided, however, that the Indemnitee shall have the absolute right\nto retain its own counsel, with the fees and expenses to be paid by the\nIndemnitee. The indemnity obligations under this Agreement shall not apply to\namounts paid in settlement of any loss, claim, damage, liability or action if\nsuch settlement is effected without the consent of the Indemnitor, which consent\nshall not be unreasonably withheld or delayed. The failure to deliver notice to\nthe Indemnitor within a reasonable time after the commencement of any such\naction, if prejudicial to Indemnitor's ability to defend such action, shall\nrelieve the Indemnitor of any liability to the Indemnitee under this Article\nVII. The Indemnitee, its employees, agents, officers, directors and partners\nshall cooperate fully with the Indemnitor and its legal representatives in the\ninvestigation of any action, claim or liability covered by an indemnification\nfrom the Indemnitor.\n\n\n                                       23\n\n\n \n\n\n\n                                  ARTICLE VIII\n                              ANCILLARY OBLIGATIONS\n\n         8.1 Web Site Co-Marketing. Each party shall have the right to create\npromotional materials for the Web Site and Advertising on the Web Site, provided\nthat each party's use of the other party's trade name and trademarks is subject\nto (i) the other party's approval, which shall not be unreasonably withheld or\ndelayed and (ii) compliance with the other party's standards and guidelines as\nto proper use of such party's trade name and trademarks ('Trademark Use\nGuidelines'). Each party's Trademark Use Guidelines are attached hereto as\nExhibits E-1 and E-2. All use of the other party's trade name and trademarks is\nby way of license only and only for the limited purposes of creating and\ndistributing the promotional materials during the Term. Each party shall comply\nwith the requests of the other party in relation to correct usage of the other\nparty's trademarks and shall promptly make any changes to the use being made of\nthe other party's trademarks and trade names if such change is requested by\nother party.\n\n         8.2 Non-Solicitation. During the Term and for a one-year period\nfollowing expiration or termination of this Agreement:\n\n             (a) AltaVista agrees for itself and for all its controlled\nsubsidiaries not to (i) solicit for employment (whether directly or indirectly)\nany employee of DoubleClick or (ii) employ any former employee of DoubleClick\n(***) of such former employee leaving DoubleClick; and\n\n             (b) DoubleClick agrees for itself and for all its controlled\nsubsidiaries not to (i) solicit for employment (whether directly or indirectly)\nany employee of AltaVista or (ii) employ any former employee of AltaVista\n(***) of such former employee leaving the AltaVista.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\nFor purposes of this Section 8.2, controlled subsidiaries are those subsidiary\ncompanies where a party to this Agreement owns, directly or indirectly, 50% or\nmore of that company's stock.\n\n                                   ARTICLE IX\n                    DISCLAIMERS AND LIMITATIONS ON LIABILITY\n\n         9.1 WARRANTY DISCLAIMERS.\n\n             (a) DOUBLECLICK DISCLAIMER. EXCEPT AS SET FORTH IN THIS AGREEMENT,\nDOUBLECLICK MAKES NO WARRANTIES OF ANY KIND TO ANY PERSON WITH RESPECT TO THE\nSERVICES, THE SYSTEM, ANY ADVERTISING OR ANY DATA SUPPLIED, WHETHER EXPRESS OR\nIMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A\nPARTICULAR PURPOSE OR NONINFRINGEMENT.\n\n             (b) ALTAVISTA DISCLAIMER. EXCEPT AS SET FORTH IN THIS AGREEMENT,\nALTAVISTA MAKES NO WARRANTIES OF ANY KIND TO ANY\n\n                                       24\n\n\n \n\n\n\nPERSON WITH RESPECT TO THE WEB SITE, ANY ADVERTISING OR ANY DATA SUPPLIED,\nWHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY\nOR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.\n\n         9.2 Limitation and Exclusion of Liability. Neither party shall be\nliable to the other party, any Advertisers or any other third party for any\nloss, cost, damage or expense incurred in connection with the unavailability or\ninoperability of the System, the Services or the Internet, technical\nmalfunction, computer error or loss or corruption of data, or other injury,\ndamage or disruption of any kind related thereto. In no event shall either party\nbe liable for any indirect, incidental, consequential, special or exemplary\ndamages, including, but not limited to, loss of profits, or loss of business\nopportunity, even if such damages are foreseeable and whether or not the other\nparty has been advised of the possibility thereof. Except in relation to a claim\nagainst a party based on its breach of its representations and warranties in\nthis Agreement as to infringement and misappropriation of third party\ncopyrights, patents, trademarks or trade secrets, each party's maximum aggregate\nliability shall not exceed the total amount paid by AltaVista to DoubleClick\nunder this Agreement or the Existing Agreement during the (***) period prior to\nthe first date the liability arose. In all Advertiser Contracts the parties\nshall use reasonable efforts to include a provision that will state that the\nother party is a third party beneficiary of any disclaimers and limitations or\nexclusions of liability that such party has agreed to with the Advertiser in\nthe Advertiser Contract.\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n                                    ARTICLE X\n                                 CONFIDENTIALITY\n\n         10.1 Confidentiality.\n\n             (a) The terms of this Agreement and information and data that\neither party has received or will receive from the other party about the\nServices, the System and other matters relating to the respective businesses of\nthe parties is proprietary and confidential information of the disclosing party\n('Confidential Information'), including without limitation any information that\nis marked as 'confidential' or should be reasonably understood to be\nconfidential or proprietary to the disclosing party and any reference manuals\ncompiled or provided hereunder. Each party agrees that for the Term and for two\n(2) years thereafter, it will not disclose to any third party nor use for any\npurpose not permitted under this Agreement any Confidential Information\ndisclosed to it by the other party. The nondisclosure obligations set forth in\nthis Section shall not apply to information that the receiving party can\ndocument is generally available to the public (other than through breach of this\nAgreement by the receiving party) or was already lawfully in the receiving\nparty's possession at the time of receipt of the information from the disclosing\nparty.\n\n             (b) Notwithstanding 10.1(a) above, AltaVista may disclose a copy of\nthis Agreement and information contained in this Agreement to (***) for the sole\npurpose of (***) internal review and obtaining (***) and for no other purposes.\n(***) may only disclose the Agreement to those of its employees that have a need\nto know and shall not disclose the Agreement to any third party or use it for\nany other purpose. AltaVista shall be liable to DoubleClick for any breach of\nthe above confidentiality restrictions by (***).\n\n\n                                       25\n\n\n \n\n\n\n\n(***) Denotes language for which the Company has requested confidential\ntreatment pursuant to the rules and regulations of the Securities Exchange Act\nof 1934, as amended.\n\n                                   ARTICLE XI\n                               GENERAL PROVISIONS\n\n         11.1 Independent Contractor Status. Each party shall be and act as an\nindependent contractor and not as partner, joint venturer or agent of the other.\n\n         11.2 Governing Law. This Agreement shall be governed by, and construed\nin accordance with the laws of the State of New York, without regard to the\nprinciples of conflicts or choice of law of any jurisdiction.\n\n         11.3 Dispute Resolution. The parties shall attempt to settle any claim\nor controversy arising out of this Agreement through consultation and\nnegotiation in good faith and spirit of mutual cooperation. In the event that\nany dispute arises between the parties in connection with any subject matter of\nthis Agreement, the dispute will be referred to a senior-level manager of each\nparty involved in the day-to-day performance of this Agreement, who shall\npromptly meet and endeavor to resolve the dispute in a timely manner. In the\nevent such individuals are unable to resolve such dispute within ten (10) days\nfrom the commencement of the dispute, the matter shall be referred to the Chief\nExecutive Officer ('CEO') of each party, who shall promptly meet and endeavor to\nresolve the dispute. In the event that the respective CEOs of the parties are\nunable to resolve such dispute within ten (10) days, the dispute shall be deemed\nan unresolved dispute and either party may commence litigation in a court having\nproper jurisdiction to resolve such dispute.\n\n         11.4 Severability. Any provision of this Agreement which is prohibited\nor unenforceable in any jurisdiction shall, as to such jurisdiction, be\nineffective only to the minimum extent necessary without invalidating the\nremaining provisions of this Agreement or affecting the validity or\nenforceability of such provisions in any other jurisdiction.\n\n         11.5 Force Majeure. No failure or omission by the parties hereto in the\nperformance of any obligation of this Agreement shall be deemed a breach of this\nAgreement nor create any liability if the same shall arise from any cause or\ncauses beyond the control of the parties, including but not limited to the\nfollowing which, for the purposes of this Agreement, shall be regarded as beyond\nthe control of the party in question: acts of God, acts or omissions of any\ngovernment or any rules, regulations or orders of any governmental authority or\nany officer, department, agency or instrument thereof; fire, storm, flood,\nearthquake, accident, acts of the public enemy, war, rebellion, Internet brown\nout, insurrection, riot, invasion, strikes, or lockouts.\n\n         11.6 Notices. All notices, demands and other communications provided\nfor or permitted hereunder shall be made in writing and shall be by registered\nor certified first-class mail, return receipt requested, telecopier, courier\nservice or personal delivery:\n\n\n                                       26\n\n\n \n\n\n\n                  If to DoubleClick prior to December 3, 1999, to:\n\n                  DoubleClick Inc.\n                  41 Madison Avenue\n                  New York, NY  10010\n                  Attention:  Chief Executive Officer\n                  Telecopier No.:  (212) 889-0029\n\n                  With a copy to:\n\n                  DoubleClick Inc.\n                  41 Madison Avenue\n                  New York, NY  10010\n                  Attention:  General Counsel\n                  Telecopier No.:  (212) 497-4397\n\n                  If to DoubleClick on or after December 3, 1999, to:\n\n                  DoubleClick Inc.\n                  450 West 33rd Street, 16th Floor\n                  New York, New York 10001\n                  Attention: Chief Executive Officer\n                  Telecopier No.: (212) 287-7999\n\n                  With a copy to:\n\n                  DoubleClick Inc.\n                  450 West 33rd Street, 16th Floor\n                  New York, New York 10001\n                  Attention: General Counsel\n                  Telecopier No.: (212) 287-9704\n\n                  If to AltaVista Company, to:\n\n                  AltaVista Company\n                  529 Bryant Street\n                  Palo Alto, California 94301\n                  Attention: General Manager of AltaVista\n                  Telecopier No.:  (650) 617-3526\n\n                                       27\n\n\n \n\n\n\n                  With a copy to:\n\n                  AltaVista Company\n                  529 Bryant Street\n                  Palo Alto, California 94301\n                  Attention: General Counsel\n                  Telecopier No.:  (650) 617-3526\n\n                  If to AV Internet Solutions Ltd., to:\n\n                  AV Internet Solutions, Ltd.\n                  c\/o Arthur Cox\n                  Earlsfort Centre, Earlsfort Terrace\n                  Dublin 2, Ireland\n\n                  or to such other address or attention of such other Person as\n                  such party shall advise the other party in writing.\n\nAll such notices and communications shall be deemed to have been duly given when\ndelivered by hand, if personally delivered; when delivered by courier, if\ndelivered by commercial courier service; five (5) business days after being\ndeposited in the mail, postage prepared, if mailed; and when receipt is\nmechanically acknowledged, if telecopied.\n\n         11.7 Entire Agreement. This Agreement, together with the schedules,\nexhibits and addenda hereto, is intended by the parties as a final expression of\ntheir agreement and intended to be a complete and exclusive statement of the\nagreement and understanding of the parties hereto in respect of the subject\nmatter contained herein. There are no restrictions, promises, warranties or\nundertakings, other than those set forth herein. This Agreement, together with\nthe schedules, exhibits and addenda hereto, supercedes and terminates all prior\nagreements and understandings between the parties with respect to such subject\nmatter, including, but not limited to the Existing Agreement.\n\n         11.8 Successors and Assigns; Third Party Beneficiaries. This Agreement\nshall inure to the benefit of and be binding upon the successors and permitted\nassigns of the parties hereto. This Agreement and the rights hereunder are not\ntransferable without the prior written consent of the non-assigning party;\nprovided, however, that DoubleClick may assign this Agreement and its rights and\nobligations hereunder to (a) a purchaser of substantially all of DoubleClick's\nstock or business by sale, merger or otherwise and (b) an Affiliate of\nDoubleClick; and provided, further, however, that AltaVista may assign this\nAgreement and its rights and obligations hereunder to (a) a Person who acquires\nthe Web Site or the Web Site's assets or business, by sale, merger or otherwise\nor (b) an Affiliate of AltaVista. AltaVista further covenants that it shall not\nin any circumstance transfer the Web Site or its business involving the Web Site\nto any Affiliate or third party, without also assigning to such Affiliate or\nthird party (if approved by DoubleClick) AltaVista's rights and obligations\nunder this Agreement. Except as provided in Article VII, no Person other than\nthe parties hereto and their successors and permitted assigns is intended to be\na beneficiary of this Agreement. No assignment to any permitted assign shall be\neffective until\n\n\n                                       28\n\n\n \n\n\n\nsuch permitted assign agrees in writing to be bound by and comply with the terms\nof this Agreement.\n\n         11.9 Amendment and Waiver. No failure or delay on the part of any party\nhereto in exercising any right, power or remedy hereunder shall operate as a\nwaiver thereof, nor shall any single or partial exercise of any such right,\npower or remedy preclude any other or further exercise hereof or the exercise of\nany other right, power or remedy. The remedies provided herein are cumulative\nand are not exclusive of any remedies that may be available to the parties\nhereto at law, in equity or otherwise. Any amendment, supplement or modification\nof or to any provision of this Agreement, any waiver of any provision of this\nAgreement and any consent to any departure by the parties hereto from the terms\nof any provision of this Agreement, shall be effective only if it is made or\ngiven in writing and signed by each of the parties hereto.\n\n         11.10 Counterparts. This Agreement may be executed in any number of\ncounterparts and by the parties hereto in separate counterparts, each of which\nwhen so executed shall be deemed to be an original and all of which taken\ntogether shall constitute one and the same agreement.\n\n         11.11 Publicity. None of the parties hereto shall issue a press release\nor public announcement or otherwise make any disclosure concerning this\nAgreement or the terms hereof, without prior approval by the other party hereto\n(which approval shall not be unreasonably withheld); provided, however, that\nnothing in this Agreement shall restrict any party from disclosing information\n(a) that is already publicly available, except as a result of a breach of this\nprovision by the disclosing party, (b) that is required to be disclosed by law,\nprovided that if such disclosing party is required to file a copy of this\nAgreement with a governmental authority, such party shall seek confidential\ntreatment to the extent reasonably available and (c) to its attorney's\naccountant, consultants and other advisers or restrict AltaVista from disclosing\nthis Agreement to CMGI, Inc. in accordance with Section 10.1(b) above. Prior to\nissuing any press release, public announcement or disclosure, the disclosing\nparty will deliver a draft of such press release, public announcement or\ndisclosure to the other party and shall give such party a reasonable opportunity\nto comment thereon. Both parties shall each also comply with the following: (i)\ndisclose Confidential Information only to those of its employees, directors and\nadvisors who need to know the information; (ii) use its best efforts to\nimplement compliance procedures within its organization; and (iii) in the event\nan authorized or unauthorized disclosure is materially inaccurate or misleading\nin any way, promptly release a retraction and correction that has been approved\nby the other Party. The foregoing remedies shall be non exclusive and the\nnon-breaching Party may enforce all its other rights and remedies under this\nAgreement and at law and in equity.\n\n                                       29\n\n\n \n\n\n\nDOUBLECLICK INC.                               ALTAVISTA COMPANY\n\nSignature: \/s\/ Jeff Epstein                    Signature: \/s\/ Rod Schrock\n          -------------------------                       ----------------------\n          Jeff Epstein                                    Rod Schrock\n          Executive Vice President                        President and CEO\n\nDated:  November __, 1999.                     Dated:  November __, 1999.\n\n\n\nAV INTERNET SOLUTIONS LTD.\n\nSignature: \/s\/ Brian Moore   \n           ------------------------\nPrinted Name: Brian Moore\n\nTitle:            Director\n\nDated:  November __, 1999\n\n\n                                       30\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7345],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9613,9619],"class_list":["post-42002","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-doubleclick-inc","corporate_contracts_industries-services__advertising","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42002","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42002"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42002"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42002"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42002"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}