{"id":42350,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/information-services-agreement-inktomi-corp-and-goto-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"information-services-agreement-inktomi-corp-and-goto-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/information-services-agreement-inktomi-corp-and-goto-com-inc.html","title":{"rendered":"Information Services Agreement &#8211; Inktomi Corp. and GoTo.com Inc."},"content":{"rendered":"<pre>\n                         INFORMATION SERVICES AGREEMENT\n\n\n      This Information Services Agreement (\"Agreement\") is entered into as of\n4\/30, 1998 (the \"Effective Date\"), by and between Inktomi Corporation, a\nDelaware corporation with its principal place of business at 1900 South Norfolk\nStreet, Suite 310, San Mateo, California, 94403 (\"Inktomi\") and GOTO.COM, a\nDelaware Corporation with its principal place of business at 130 W. Union St.,\nPasadena, CA 91103 (\"Customer\").\n\n                                    RECITALS\n\n      A.    Inktomi provides services utilizing certain technology for searching\nand indexing the Internet (the \"Inktomi Search Engine,\" as more fully defined\nbelow).\n\n      B.    Customer wishes Inktomi to provide search engine services using the\nInktomi Search Engine in accordance with the terms and conditions of this\nAgreement.\n\n                                    AGREEMENT\n\n      In consideration of the foregoing and the mutual promises contained herein\nthe parties agree as follows:\n\n      1.    Definitions. For purposes of this Agreement, the following terms\nwill have the indicated meanings:\n\n            1.1.  \"Database\" means Inktomi's full text index database of Web\npages accessible by end users of the Site at any given time.\n\n            1.2.  A \"Results Set\" means the data set presented to an end-user of\nthe Site consisting of between zero and one hundred records on a page in\nresponse to a search query.\n\n            1.3.  \"Initial Search Page\" means the first Web page, accessible on\nthe Site, which enables end-users of the Site to initiate and send search\nqueries to the Inktomi Search Engine.\n\n            1.4.  \"Inktomi Data Protocol\" means the written specification on how\nan Interface communicates and interacts with the Inktomi Search Engine.\n\n            1.5.  \"Inktomi Search Engine\" means Inktomi's current Search Engine\nas of the Effective Date, inclusive of the Database, as the same may be\nupgraded, modified, changed, or enhanced by Inktomi at its sole discretion. The\nInktomi Search Engine does not and will not include features, options and\nmodules developed and customized specifically for third parties and provided to\nsuch third parties on an exclusive basis, or features, options, modules and\nfuture products which Inktomi licenses or provides separately.\n\n\n\n            1.6.  \"Inktomi Technology\" means the Inktomi Search Engine, the\nInktomi Data Protocol, the Interface Construction Tools and all other computer\nsoftware, technology and\/or documentation which is supplied by Inktomi for use\nin or in connection with delivery of the Services, including without limitation\nall source code and object code therefor and all algorithms, ideas and\nIntellectual Property Rights therein.\n\n            1.7.  \"Intellectual Property Rights\" means any and all rights\nexisting from time to time under patent law, copyright law, semiconductor chip\nprotection law, moral rights law, trade secret law, trademark law, unfair\ncompetition law, publicity rights law, privacy rights law, and any and all other\nproprietary rights, and any and all applications, renewals, extensions and\nrestorations thereof, now or hereafter in force and effect worldwide.\n\n            1.8.  \"Interface\" means the editorial and graphical content and\ndesign of the Web pages served to end users of the Site, including without\nlimitation the Initial Search Page, all Results Pages, instruction pages,\nfrequently asked questions pages and any Site end user terms and guidelines.\n\n            1.9.  \"Interface Construction tools\" means all software tools, if\nany, in object code form, provided by Inktomi to assist Customer to build the\nInterface to the Inktomi Search Engine, including without limitation Inktomi's\napplication server currently known as Forge.\n\n            1.10. \"Results Pages\" means all Web pages displaying search results\npresented to end-users directly as a result of accessing the query mechanisms of\nthe Inktomi Search Engine.\n\n            1.11. \"Search Engine\" means computer software which crawls the\nInternet, downloads and analyzes text and other data, sorts and organizes the\ndata, creates an index of accessible data, and, after receiving a particular\nsearch request (in the form of a word query), locates material accessible in the\ndatabase, and presents the results of the search.\n\n            1.12. \"Site\" means a single, primary Web site established and\nmaintained by Customer through which end-users may access the Inktomi Search\nEngine and run searches against the Database. \"Site\" includes sites linked to\nCustomer's primary Web site so as to access the Inktomi Search Engine as\nauthorized under Section 2.2.\n\n            1.13. \"Services\" means the Internet search engine services to be\nprovided by Inktomi for Customer under this Agreement, as more fully described\non Exhibit A.\n\n            1.14. \"Term\" shall have the meaning indicated in Section l0.\n\n            1.15. \"Web\" means the so-called World Wide Web, containing, inter\nalia, pages written in hypertext markup language (HTML) and\/or any similar\nsuccessor technology.\n\n            1.16. \"Web Page\" means a document on the Internet which may be\nviewed in its entirety without leaving the applicable distinct URL address.\n\n\n                                       2\n\n            1.17. \"Web site\" means a collection of inter-related Web pages.\n\n      2.    Provision of Services, Site Implementation.\n\n            2.1.  Services and Site Implementation. Subject to the terms and\nconditions of this Agreement, Inktomi shall provide the Services to Customer for\nuse in the Site, such services to be provided substantially in accordance with\nthe functionality specifications, performance criteria and limitations specified\non Exhibit A. Throughout the Term, the Inktomi Search Engine used to provide the\nServices as described in Exhibit A hereunder will be substantially the same\nSearch Engine used by Inktomi to provide similar services to its other general\nsearch customers and will include substantially the same features and\nfunctionality then offered by Inktomi to its other general search customers.\nInktomi, at its own expense, shall provide all data transmission capacity\n(bandwidth), disk storage, server capacity and other hardware and software\nrequired to run the Inktomi Search Engine and maintain the Database. Customer,\nat its own expense, shall create the Interface to the Inktomi Search Engine for\nthe Site, and shall provide all disk storage, server capacity and other hardware\nand software required to run and maintain the Site and the Interface, and to\nserve advertisements on the Interface. Inktomi shall provide reasonable\nassistance (through telephone, e-mail, the Web, or fax) to Customer during\nregular business hours regarding development of the Interface and integration of\nthe same with the Inktomi Search Engine. Customer, at its own expense, shall\nprovide all data transmission capacity (bandwidth) required to connect to and\nreceive information from the Inktomi Search Engine. Customer may not cache\nResults Pages or any other information obtained from the Database.\n\n            2.2.  Distribution of Customer Engine. Customer may make the Results\nSets available to end-users of third party sites subject to the provisions of\nthis Section and all other terms and conditions of this Agreement. Customer may\nmake the Results Sets available only in connection with the distribution of\nCustomer's search engine services to such third party sites and may not resell\nor distribute the Inktomi Services. No Inktomi Technology may be provided to\nsuch sites but the Results Sets shall be made available only through links to\nCustomer's site or similar means which prevent direct access to the Inktomi\nSearch Engine by such third party end users. Customer will provide such services\nonly pursuant to a written agreement which is at least as protective of the\nInktomi Technology as the terms of this Agreement and which contains a\ndisclaimer of all warranties and limitations of liability on behalf of Inktomi\nin a form reasonably acceptable to Inktomi.\n\n            2.3.  Test Cluster. During the development period for the Interface,\nCustomer shall only have access through the Inktomi Data Protocol to a\nnon-production version of the Inktomi Search Engine (the \"Test Cluster\"). Upon\ncompletion of the Interface and all desired testing against the Test Cluster,\nCustomer shall present the Interface to Inktomi for review and testing against\nthe production version of the Inktomi Search Engine. Inktomi shall promptly\nnotify Customer of any problems or issues discovered by Inktomi regarding the\nInterface. Once cleared by Inktomi, Inktomi shall provide access to Customer to\nthe production version of the Inktomi Search Engine. Customer may run reasonable\ntests against the Test Cluster and the production version of the Inktomi Search\nEngine, provided however that Customer may not conduct any load testing (prior\nto commercial launch of its search service) without the prior\n\n\n                                       3\n\nconsent of Inktomi. Load testing as used herein means the generation and\ndelivery of more than five queries per second.\n\n            2.4.  Inktomi Data Protocol. Promptly following execution of this\nAgreement, Inktomi shall provide the Inktomi Data Protocol and the Interface\nConstruction Tools to Customer. Inktomi grants to Customer a nontransferable,\nnonexclusive license during the Term to use the Inktomi Data Protocol and the\nInterface Construction Tools solely to create and maintain the Interface to the\nInktomi Search Engine for the Site.\n\n            2.5.  Other Services. Upon request, and provided that Customer is\ncurrent with service fees due under this Agreement, Inktomi may provide\nadditional services beyond the services set forth herein. Any such service shall\nbe mutually agreed by the parties, shall be provided at Inktomi's then\napplicable consulting rates and charges and, unless a separate written agreement\nis entered into shall be deemed rendered pursuant to this Agreement.\nAuthorizations, issued under this Agreement shall be sequentially numbered and\nattached.\n\n            2.6.  Inktomi Technology. As between Customer and Inktomi, Customer\nacknowledges that Inktomi owns all right, title and interest in and to the\nInktomi Technology (except for any software licensed by third parties to\nInktomi), and that Customer shall not acquire any right, title, and interest in\nor to the Inktomi Technology, except as expressly set forth in this Agreement.\nCustomer shall not modify, adapt, translate, prepare derivative works from,\ndecompile, reverse engineer, disassemble or otherwise attempt to derive source\ncode from any Inktomi software or documentation. Customer will not remove,\nobscure, or alter Inktomi's copyright notice, trademarks, or other proprietary\nrights notices affixed to or contained within any Inktomi software or\ndocumentation.\n\n            2.7.  Interface. As between Inktomi and Customer, Inktomi\nacknowledges that Customer owns all right, title and interest, including without\nlimitation all Intellectual Property Rights, in and to the Interface (except for\nany software licensed by third parties to Customer and except for editorial\ncontent regarding the use and functionality of the Inktomi Search Engine\nprovided by Inktomi to Customer for incorporation into the Site, which content\nshall be and remain Inktomi Technology), and that Inktomi shall not acquire any\nright, title or interest in or to the Interface, except as expressly set forth\nin this Agreement.\n\n            2.8.  Nonexclusive Services. Customer understands that Inktomi will\nprovide the Services on a nonexclusive basis. Customer acknowledges that Inktomi\nhas customized and provided, and will continue to customize and provide, its\nsoftware and technology to other parties for use in connection with a variety of\napplications, including search engine applications. Nothing in this Agreement\nwill be deemed to limit or restrict Inktomi from customizing and providing its\nsoftware and technology to other parties for any purpose, including in\nconnection with search engine applications, or in any way affect the rights\ngranted to such other parties. Inktomi reserves the right to notify other\ncustomers of the signing of this Agreement, but agrees not to provide such\nnotice earlier than two weeks before a public announcement by Customer of its\nbusiness relationship with Inktomi or two weeks before commercial launch of its\nsearch service, whichever is later.\n\n\n                                       4\n\n      3.    Attribution; Trademark License; House Ads.\n\n            3.1.  Attribution. The Initial Search Page and all Results Pages\nshall conspicuously display a graphic to be provided by Inktomi that indicates\nthat Inktomi's technology is being used. This graphic shall measure at least 120\nX 30 pixels, and may provide a link to Inktomi's Web site located at\nwww.inktomi.com. Inktomi will provide Customer with appropriate graphics for the\nInktomi icon. Such phrasing and the Inktomi icon shall be visible on all pages\nbut may appear \"below the fold\".\n\n            3.2.  Trademark License. Inktomi hereby grants Customer a\nnontransferable, nonexclusive license under Inktomi's trademarks during the Term\nto display the Inktomi icon and to advertise the availability of Inktomi\nsoftware on the Site. Customer hereby grants to Inktomi a nontransferable,\nnonexclusive license under Customer's trademarks during the Term to advertise\nthat Customer is using Inktomi's Services. Each party will submit advertising\nmaterials containing the other party's trademarks to the other party before\nrelease to the public for inspection, and such other party will have the right\nto modify any such advertisements. Except as set forth in this Section, nothing\nin this Agreement shall grant or shall be deemed to grant to one party any\nright, title or interest in or to the other party's trademarks. All use of\nCustomer's trademarks by Inktomi shall inure to the benefit of Customer and all\nuses of Inktomi trademarks by Customer shall inure to the benefit of Inktomi. At\nno time during or after the term of this Agreement shall one party challenge or\nassist others to challenge the trademarks of the other party (except to the\nextent such restriction is prohibited by applicable law) or the registration\nthereof or attempt to register any trademarks, marks or trade names confusingly\nsimilar to those of the other party.\n\n      4.    Warranties and Disclaimer.\n\n            4.1.  Inktomi Warranties. Inktomi warrants that during the Term (i)\nit has full power and authority to enter into this Agreement, (ii) it has not\npreviously and will not grant any rights in the Inktomi Technology to any third\nparty that are inconsistent with the rights granted to Customer hereunder, and\n(iii) the software comprising the Inktomi Search Engine does not impermissibly\ninclude any trade secrets or copyrighted subject matter owned by a third party.\nInktomi does not warrant that the Services will meet all of Customer's\nrequirements or that performance of the Services will be uninterrupted or\nerror-free. INKTOMI MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS,\nIMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF\nMERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.\n\n            4.2.  Inktomi Obligations. Inktomi's sole obligation and Customer's\nsole remedy under the foregoing Warranties is to use its reasonable efforts to\ncorrect any nonconformity within a reasonable period of time.\n\n            4.3.  Customer Warranties. Customer warrants that: (i) it has full\npower and authority to enter into this Agreement, (ii) it will seek all\nnecessary governmental approvals required to effectuate this Agreement; and\n(iii) it shall perform the on-line services provided by\n\n\n                                       5\n\nCustomer through the Site in accordance with all federal, state and local laws,\nincluding all professional registration requirements related thereto.\n\n      5.    End-User Support. Customer, at its own expense shall provide first\nlevel customer support services to end-users of the Site. Inktomi, at its own\nexpense, shall provide second level technical support services to Customer\nregarding the operation of the Inktomi Search Engine. Such support services will\nbe provided as set forth in Exhibit C.\n\n      6.    Payments.\n\n            6.1.  Service Fees. Customer shall pay Inktomi service fees in the\namount and on terms specified on Exhibit B attached hereto.\n\n            6.2.  Records. Customer shall keep complete and accurate records\npertaining to use of the Services in connection with the Site and with respect\nto its distribution activities under Section 2.2. Such records shall be\nmaintained for a two-year period following termination or expiration of this\nAgreement. Inktomi shall have the right to examine Customer's records from time\nto time but no more than once every six (6) months to determine compliance with\nthis Agreement. Such examination shall be conducted at reasonable times during\nCustomer's normal business hours and upon at least ten (10) business days'\nadvance notice and in a manner so as not to interfere unreasonably with the\nconduct of Customer's business. If any such examination indicates that Customer\nhas underpaid by more than five percent (5%) of the aggregate payments due for\nthe period subject to such examination, Customer shall reimburse Inktomi for\nreasonable costs of such examination.\n\n            6.3.  Taxes. Customer shall be responsible for all sales taxes and\nother similar taxes imposed by any federal, state or local governmental entity\non the transactions contemplated by this Agreement, excluding taxes based upon\nInktomi's net income. When Inktomi has the legal obligation to pay or collect\nsuch taxes, the appropriate amount shall be invoiced to and paid by Customer\nunless Customer provides Inktomi with a valid tax exemption certificate\nauthorized by the appropriate taxing authority.\n\n            6.4.  Payment. All fees quoted and payments made hereunder shall be\nin U.S. Dollars. Customer shall pay all amounts due under this Agreement to\nInktomi at the address indicated at the beginning of this Agreement or such \nother location as Inktomi designated in writing.\n\n\n                                       6\n\n      7.    Confidentiality.\n\n            7.1.  Definition of Confidential Information. All information and\ndocuments disclosed or produced by either party in the course of this Agreement\nwhich are disclosed in written form and identified by a marking thereon as\nproprietary, or oral information which is defined at the time of disclosure and\nconfirmed in writing within ten (10) business days of its disclosure, shall be\ndeemed the \"Confidential Information\" of the disclosing party. Notwithstanding\nthe above, the parties agree that any information (in any form, whether in\ntangible or intangible) relating to the Inktomi Search Engine, the Inktomi\nTechnology, the Inktomi Data Protocol, the Interface Construction Tools is\nconsidered Confidential Information.\n\n            7.2.  Treatment of Confidential Information. Each party agrees to\nprotect the other party's Confidential Information in the same manner as such\nparty protects its own Confidential Information of substantially similar\nproprietary value, but in no case less than reasonable care. Each party agrees\nthat it will use the Confidential Information of the other party only for the\npurposes of this Agreement and that it will not divulge, transfer, sell,\nlicense, lease, or otherwise disclose or release any such information or\ndocuments to third parties, with the exception of (i) its employees or\nsubcontractors who require access to such for purposes of carrying out such\nparty's obligation hereunder and (ii) persons who are employed as auditors by a\npublic accounting firm or by a federal or state agency. Each party will use\nreasonable efforts to advise any person obtaining Confidential Information that\nsuch information is proprietary and to obtain a written agreement obligating\nsuch person to maintain the confidentiality of any Confidential Information\nbelonging to the party or its suppliers.\n\n            7.3.  No Other Confidential Information. Neither party shall have\nany obligation under this Section 7 for information of the other party which the\nreceiving party can substantiate with documentary evidence that has been or is\n(i) developed by the receiving party independently and without the benefit of\ninformation disclosed hereunder by the disclosing party; (ii) lawfully obtained\nby the receiving party from a third party without restriction and without breach\nof this Agreement; (iii) publicly available without breach of this Agreement;\n(iv) disclosed without restriction by the disclosing party to a third party; or\n(v) known to the receiving party prior to its receipt from the disclosing party.\n\n      8.    Indemnification.\n\n            8.1.  Inktomi Indemnification. Inktomi shall defend and\/or settle,\nand pay damages awarded pursuant to, any third party claim brought against\nCustomer which, if true, would constitute a breach of any warranty,\nrepresentation or covenant made by Inktomi under this Agreement; provided that\nCustomer promptly notifies Inktomi in writing of any such claim and promptly\ntenders the control of the defense and settlement of any such claim to Inktomi\nat Inktomi's expense and with Inktomi's choice of counsel. Customer shall\ncooperate with Inktomi, at Inktomi's expense, in defending or settling such\nclaim and Customer may join in defense with counsel of its choice at its own\nexpense. Inktomi shall not reimburse Customer for any expenses incurred by\nCustomer without the prior written approval of Inktomi.\n\n\n                                       7\n\n\n            8.2.  Customer Indemnification. Customer shall defend and\/or settle,\nand pay damages awarded pursuant to, any third party claim brought against\nInktomi (a) related to the services provided by Customer through the Site or\nrepresentations, claims or statements pertaining thereto, and (b) which, if\ntrue, would constitute a breach of any warranty, representation or covenant made\nby Customer under this Agreement; provided that Inktomi promptly notifies\nCustomer in writing of any such claim and promptly tenders the control of the\ndefense and settlement of any such claim to Customer at Customer's expense and\nwith Customer's choice of counsel. Inktomi shall cooperate with Customer, at\nCustomer's expense, in defending or settling such claim and Inktomi may join in\ndefense with counsel of its choice at its own expense. Customer shall not\nreimburse Inktomi for any expenses incurred by Inktomi without the prior written\napproval of Customer.\n\n      9.    Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF OR\nRELATED TO BREACH OF THE CONFIDENTIALITY PROVISIONS OR SERVICE\/LICENSE\nRESTRICTIONS HEREIN, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS OR COSTS\nOF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OF FOR ANY INDIRECT, SPECIAL,\nINCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER\nCAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT,\nPRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT IT WAS\nOR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT\nFOR AMOUNTS INKTOMI MAY BE REQUIRED TO PAY UNDER SECTION 8.1 ABOVE, IN NO EVENT\nWILL INKTOMI'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT\nINKTOMI HAS ACTUALLY RECEIVED FROM CUSTOMER UNDER THIS AGREEMENT. THE PARTIES\nAGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK.\n\n      10.   Term and Termination.\n\n            10.1. Term. The term of this Agreement (the \"Term\") shall commence\non the Effective Date and shall continue in force for a period of two years\nthereafter, unless earlier terminated as provided herein.\n\n            10.2. Termination for Breach. Either party may suspend performance\nand\/or terminate this Agreement if the other party materially breaches any term\nor condition of this Agreement and fails to cure that breach within thirty (30)\ndays after receiving written notice of the breach.\n\n            10.3. Termination due to Insolvency. Either party may suspend\nperformance and\/or terminate this Agreement if the other party becomes insolvent\nor makes any assignment for the benefit of creditors or similar transfer\nevidencing insolvency, or suffers or permits the commencement of any form of\ninsolvency or receivership proceeding, or has any petition under bankruptcy law\nfiled against it, which petition is not dismissed within sixty (60) days of such\nfiling, or has a trustee or receiver appointed for its business or assets or any\nparty thereof.\n\n\n                                       8\n\n            10.4. Effect of Termination. Upon the termination of this Agreement\nfor any reason (i) all license rights granted herein shall terminate, (ii)\nCustomer shall immediately pay to Inktomi all amounts due and outstanding as of\nthe date of such termination and (iii) each party shall return to the other\nparty, or destroy and certify the destruction of, all Confidential Information\nof the other party.\n\n            10.5. Survival. In the event of any termination or expiration of\nthis Agreement for any reason, Sections 1, 2.6, 2.7, 4, 6, 7, 8, 9, 10 and 11\nshall survive termination. Neither party shall be liable to the other party for\ndamages of any sort resulting solely from terminating this Agreement in\naccordance with its terms.\n\n            10.6. Remedies. Each party acknowledges that its breach of the\nconfidentiality or service\/license restrictions contained herein may cause\nirreparable harm to the other party, the extent of which would be difficult to\nascertain. Accordingly, each party agrees that, in addition to any other\nremedies to which the other party may be legally entitled, such party shall have\nthe right to seek immediately injunctive relief in the event of a breach of such\nsections by the other party or any of its officers, employees, consultants or\nother agents.\n\n      11.   Miscellaneous.\n\n            11.1. Capacity. Each party warrants that it has full power to enter\ninto and perform this Agreement, and the person signing this Agreement on either\nparty's behalf has been duly authorized and empowered to enter in such\nagreement. Each party further acknowledges that it has read this Agreement,\nunderstands it and agrees to be bound by it. Each party acknowledges that such\nparty has not been induced to enter into such agreements by any representations\nor statements, oral or written, not expressly contained herein or expressly\nincorporated by reference.\n\n            11.2. Notice. Any notice required for or permitted by this\nAgreement shall be in writing and shall be delivered as follows with notice\ndeemed given as indicated: (i) by personal delivery when delivered personally,\n(ii) by overnight courier upon written verification of receipt, (iii) by\ntelecopy or facsimile transmission when confirmed by telecopier or facsimile\ntransmission report, or (iv) by certified or registered mail, return receipt\nrequested, upon verification of receipt. All notices must be sent to the\naddresses first described above or to such other address that the receiving\nparty may have provided for the purpose of notice in accordance with this\nSection.\n\n            11.3. Assignment. Neither party may assign its rights or delegate\nits obligations under this Agreement without the other party's prior written\nconsent, except to the surviving entity in a merger or consolidation in which it\nparticipates or to a purchaser of all or substantially all of its assets, so\nlong as such surviving entity or purchaser shall expressly assume in writing the\nperformance of all of the terms of this Agreement.\n\n\n                                       9\n\n            11.4. No Third Party Beneficiaries. All rights and obligations of\nthe parties hereunder are personal to them. This Agreement is not intended to\nbenefit, nor shall it be deemed to give rise to, any rights in any third party.\n\n            11.5. Governing Law. This Agreement will be governed and construed,\nto the extent applicable, in accordance with United States law, and otherwise,\nin accordance with California law, without regard to conflict of law principles.\nAny dispute or claim arising out of or in connection with this Agreement shall\nbe finally settled by binding arbitration in San Mateo County, California under\nthe Commercial Rules of the American Arbitration Association by one arbitrator\nappointed in accordance with said rules. Judgment on the award rendered by the\narbitrator may be entered in any court having jurisdiction thereof.\n\n            11.6. Independent Contractors. The parties are independent\ncontractors. Neither party shall be deemed to be an employee, agent, partner or\nlegal representative of the other for any purpose and neither shall have any\nright, power or authority to create any obligation or responsibility on behalf\nof the other.\n\n            11.7. Force Majeure. Neither party shall be liable hereunder by\nreason of any failure or delay in the performance of its obligations hereunder\n(except for the payment of money) on account of strikes, shortages, riots,\ninsurrection, fires, flood, storm, explosions, earthquakes, acts of God, war,\ngovernmental action, or any other cause which is beyond the reasonable control\nof such party.\n\n            11.8. Compliance with Law. Each party shall be responsible for\ncompliance with all applicable laws, rules and regulations, if any, related to\nthe performance of its obligations under this Agreement.\n\n            11.9. Waiver. The failure of either party to require performance by\nthe other party of any provision shall not affect the full right to require such\nperformance at any time thereafter; nor shall the waiver by either party of a\nbreach of any provision hereof be taken or held to be a waiver of the provision\nitself.\n\n            11.10. Severability. If any provision of this Agreement is held by a\ncourt of competent jurisdiction to be contrary to law, such provision shall be\nchanged and interpreted so as to best accomplish the objectives of the original\nprovision to the fullest extent allowed by law and the remaining provisions of\nthis Agreement shall remain in full force and effect.\n\n            11.11. Headings. The section headings appearing in this Agreement\nare inserted only as a matter of convenience and in no way define, limit,\nconstrue or describe the scope or extent of such paragraph, or in any way affect\nsuch agreements.\n\n            11.12. Counterparts. This Agreement may be executed simultaneously\nin two or more counterparts, each of which will be considered an original, but\nall of which together will constitute one and the same instrument.\n\n\n                                       10\n\n            11.13. Entire Agreement. This Agreement, and the Exhibits hereto,\nconstitute the entire agreement between the parties with respect to the subject\nmatter hereof. This Agreement supersedes, and the terms of this Agreement\ngovern, any other prior or collateral agreements with respect to the subject\nmatter hereof. Any amendments to this Agreement must be in writing and executed\nby an officer of the parties.\n\n      IN WITNESS WHEREOF, the parties have caused this Information Services\nAgreement to be signed by their duly authorized representatives.\n\nCUSTOMER                               INKTOMI CORPORATION\n\nBy: \/s\/ JEFFREY BREWER                 By: \/s\/ \n    ------------------------------         --------------------------------\nName: Jeffrey Brewer                   Name:\n      ----------------------------           ------------------------------\nTitle: CEO                             Title:\n       ---------------------------            -----------------------------\n\n\n                                       11\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7859],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9620],"class_list":["post-42350","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-inktomi-corp","corporate_contracts_industries-technology__programming","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\/42350","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=42350"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42350"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42350"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42350"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}