{"id":42326,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/goto-in-a-box-agreement-overture-services-inc-and-microsoft.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"goto-in-a-box-agreement-overture-services-inc-and-microsoft","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/goto-in-a-box-agreement-overture-services-inc-and-microsoft.html","title":{"rendered":"GoTo-In-A-Box Agreement &#8211; Overture Services Inc. and Microsoft Corp."},"content":{"rendered":"<pre>                                AMENDMENT NO. 3\n              Effective Date of Amendment No. 3: September 1, 2002\n\n\nThis AMENDMENT NO. 3 (\"Amendment No. 3\") to the GoTo-In-A-Box Agreement dated\nApril 15, 2001 (the \"Agreement\") is made by and between OVERTURE SERVICES, INC.,\na Delaware corporation (\"Company\"), and MICROSOFT CORPORATION, a Washington\ncorporation (\"Microsoft\").\n\n                                    RECITALS\n\nThe parties desire to amend the Agreement on the terms and conditions provided\nherein;\n\nThe parties hereby agree as follows:\n\n\n                                    AMENDMENT\n\n1.      Section 1.8 (the definition of \"IE 4.x or 5.x\") shall be deleted in its\n        entirety and replaced with the following:\n\n        1.8    \"Internet Explorer\" means the English-- and Spanish-speaking\n               United States and English-speaking Canada versions of Microsoft\n               Internet Explorer (IE) and any updates to such versions, released\n               during the Term.\n\n2.      Section 1.11 (the definition of \"MSN Search Pane\") shall be deleted in\n        its entirety and replaced with the following:\n\n        1.11   \"MSN Search Pane\" means a MSN-branded Web page end-users obtain\n               after clicking the Search Button. With the parties' mutual\n               consent, Microsoft may also test Company Search Results on other\n               Microsoft Web pages that launch after end-users click the Search\n               Button and include such Web pages within the definition of \"MSN\n               Search Pane\" provided that Microsoft may unilaterally terminate\n               such testing at any time with Forty-Eight Hours notice to\n               Company.\n\n3.      Section 1.16 (the definition of \"Search Button\") shall be deleted in its\n        entirety and replaced with the following:\n\n        1.16   \"Search Button\" means a button feature, or other such successor\n               features implemented by Microsoft, that is part of IE, accessible\n               to end-users, and labeled \"search\" (or similar term).\n\n4.      Section 1.17 (the definition of \"Search Pane\") shall be hereby deleted\n        in its entirety from the Agreement\n\n\n\nPage 1 of 4                CONFIDENTIAL     Overture - Microsoft Amendment No. 3\n                                                         GoTo-In-A-Box Agreement\n\n\n\n5.      Section 2.4 shall be deleted in its entirety and replaced with the\n        following:\n\n        2.4    The parties acknowledge the Search Button not only launches the\n               MSN Search Pane, but may--if users were assigned to an\n               alternative search provider or chose an alternative search\n               provider--launch other search pane features from external third\n               parties or from internal Microsoft entities; however, Microsoft\n               will ensure any reallocation of traffic among third-party\n               providers will not intentionally jeopardize Company's receipt of\n               all monthly Guaranteed Queries. If another entity within\n               Microsoft preempts the MSN Search Pane, Microsoft will employ\n               commercially reasonable efforts to ensure its obligations\n               pursuant to this Agreement are fulfilled, including without\n               limitation its obligation to deliver the monthly Guaranteed\n               Queries. For the avoidance of doubt, the parties intend this\n               Section 2.4 to allow for the possibility that not all end-user\n               clicks on the Search Button will launch the MSN Search Pane. The\n               parties do not intend this section to relieve Microsoft of its\n               obligations under this Agreement or to allow Microsoft to\n               terminate or renegotiate this Agreement.\n\n6.      Section 5.1 (ii) shall be deleted in its entirety and shall be replaced\n        with the following:\n\n        \"(ii)  all materials delivered by Company to Microsoft and\/or to\n               end-users accessing the Search Service through the MSN Search\n               Pane pursuant to this Agreement including without limitation the\n               Trademarks, Search Service UI, and\/or, solely with respect to its\n               relationship with Microsoft under this Agreement, search results\n               do not infringe the copyrights, trademarks, service marks or any\n               other proprietary right of any third party;\n\n7.      The GTIAB Term shall be extended for the period commencing October 1,\n        2002 and ending December 31, 2003 (\"Second Extended GTIAB Term\"),\n        pursuant to the terms of the Agreement.\n\n8.      If the following [*] conditions are met: [*], then, during the last\n        month of the First Extended GTIAB Term (September 2002) and during the\n        entire Second Extended GTIAB Term, Company will pay to Microsoft per\n        month the greater of:\n\n         (i)   [*] (\"Fixed Payment\"); or\n        (ii)   A percentage of Gross Revenue (as set forth below).\n\n               The percentage of monthly Gross Revenue Company will owe to\n               Microsoft during the last month of the First Extended GTIAB Term\n               (September 2002) and for the Second Extended GTIAB Term will be\n               [*] percent\n\n\nPage 2 of 4                CONFIDENTIAL     Overture - Microsoft Amendment No. 3\n                                                         GoTo-In-A-Box Agreement\n\n\n* Certain information on this page has been omitted and filed separately with\nthe Commission. Confidential treatment has been requested with respect to the\nomitted portions.\n\n               ([*]%), with the following exception: Beginning July 1, 2003, if\n               Microsoft delivers to Company in excess of [*] Queries from the\n               MSN Search Pane in the US during a month, the percentage of Gross\n               Revenue Company owes to Microsoft will be [*] percent ([*]%).\n\n        If Microsoft does not meet [*] of the [*] conditions above, Microsoft\n        qualifies only for the percentage of Gross Revenue set forth above.\n\n        Company will make all payments to Microsoft within forty-five (45) days\n        after the end of each calendar month. If Microsoft fails to deliver the\n        Guaranteed Queries for one or more months, Microsoft will continue to\n        provide Company placement on the MSN Search Pane until the cumulative\n        deficient Guaranteed Queries are delivered. That is, if Microsoft fails\n        to deliver the Guaranteed Queries by the end of the Second Extended\n        GTIAB Term, Microsoft will continue to provide Company placement on the\n        MSN Search Pane in the US until the shortfall is delivered. During such\n        extension period, Company will not be required to make any additional\n        Fixed Payments but Company will continue to be required to make Revenue\n        Share Payments.\n\n9.      Company will pay Microsoft prior to November 20, 2002 the non-refundable\n        fees below for services between September 1, 2002 to June 30, 2003.\n\n        a.     MSN Search Pane in the U.S. For the MSN Search Pane in the U.S.,\n               Company will pay Microsoft a non-refundable fee of [*].\n\n        b.     MSN Search Pane in Canada. For the MSN Search Site in Canada,\n               Company will pay Microsoft a non-refundable fee of [*].\n\n10.     The parties anticipate issuing a joint press release, or separate press\n        releases, regarding this Amendment No. 3. Neither party may issue a\n        press release or make a public announcement(s) relating to either this\n        Amendment No. 3 or the relationship established by this Amendment No. 3\n        without the express prior written consent of the other party, which\n        consent will not be unreasonably withheld or delayed. If an objection to\n        such a press release or public announcement(s) is not received within\n        five (5) business days after notice of one party to the other, consent\n        will be deemed granted.\n\n11.     The \"Guaranteed Queries\" for each month during the Second Extended GTIAB\n        Term shall be [*] Queries from the MSN Search Pane in the US.\n\n12.     Defined terms herein have the same meaning as set forth in the\n        Agreement, except as otherwise provided.\n\n\n\nPage 3 of 4                CONFIDENTIAL     Overture - Microsoft Amendment No. 3\n                                                         GoTo-In-A-Box Agreement\n\n\n* Certain information on this page has been omitted and filed separately with\nthe Commission. Confidential treatment has been requested with respect to the\nomitted portions.\n\n13.     This Amendment No. 3 amends modifies and supersedes to the extent of any\n        inconsistencies, the provisions of the Agreement. Except as expressly\n        amended by this Amendment No. 3, the Agreement remains in full force and\n        effect.\n\nIN WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of the\nAmendment No. 3 Effective Date set forth above. All signed copies of this\nAmendment No. 3 are deemed originals. This Amendment No. 3 does not constitute\nan offer by either party. This Amendment No. 3 is effective upon execution on\nbehalf of Company and Microsoft by their duly authorized representatives.\n\n                                          \nMICROSOFT CORPORATION                     OVERTURE SERVICES, INC.\nOne Microsoft Way                         74 N. Pasadena Avenue, 3rd Floor\nRedmond, WA 98052-6399                    Pasadena, CA 91103\n\nBy \/s\/ JOHN KRASS                         \/s\/ TED MEISEL\n   -----------------------------------    --------------------------------------\n(Sign)                                    (Sign)\nJohn Krass                                Ted Meisel\n--------------------------------------    --------------------------------------\nName(Print)                               Name(Print)\nPUM                                       CEO\n--------------------------------------    --------------------------------------\nTitle                                     Title\n\n\n\nPage 4 of 4                CONFIDENTIAL     Overture - Microsoft Amendment No. 3\n                                                         GoTo-In-A-Box Agreement\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8221,8435],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9620],"class_list":["post-42326","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-microsoft-corp","corporate_contracts_companies-overture-services-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42326","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=42326"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42326"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42326"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42326"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}