{"id":42412,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-venture-agreement-sb-holdings-europe-ltd-and-yahoo.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-venture-agreement-sb-holdings-europe-ltd-and-yahoo","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-venture-agreement-sb-holdings-europe-ltd-and-yahoo.html","title":{"rendered":"Joint Venture Agreement &#8211; SB Holdings (Europe) Ltd. and Yahoo!"},"content":{"rendered":"<pre>\n                               JOINT VENTURE AGREEMENT\n\n              JOINT VENTURE AGREEMENT, dated as of November 1, 1996, by and\n    between SB Holdings (Europe) Ltd. (\"SOFTBANK\"), a company organized under\n    the laws of the United Kingdom, and Yahoo! Inc., a California corporation\n    (\"Yahoo\").\n\n              WHEREAS, Yahoo offers in the United States and certain other\n    geographic areas certain on-line navigational services on the World Wide\n    Web, including, without limitation, the Yahoo! Internet Guide.\n\n              WHEREAS, SOFTBANK through its affiliates Ziff-Davis UK, Ltd.,\n    Ziff-Davis France, SA and Ziff-Davis Verlag, GmbH (the \"ZD Affiliates\") is\n    a leading computer publisher in the United Kingdom, France and Germany;\n\n              WHEREAS, an affiliate of SOFTBANK indirectly owns a minority\n    interest in Yahoo; and\n\n              WHEREAS, SOFTBANK and Yahoo, directly or through wholly owned\n    affiliates, wish to jointly form  joint venture companies in Germany, the\n    United Kingdom, and France (each a Company, collectively, the \"Companies\"),\n    to establish and manage versions of the Yahoo Internet Guide for the United\n    Kingdom, France and Germany (the \"Territories\"), develop related on-line\n    navigational services, and conduct other related businesses;\n\n              NOW, THEREFORE, the parties hereby agree as follows:\n\n    1.   OBJECTIVES OF THE COMPANIES\n\n              The objectives of the Companies shall be to engage in the\n    businesses set forth below:\n\n              (i)  establishment and management in the Territories of localized\n         versions of the Yahoo Internet Guide to be branded with the Yahoo!\n         name such as Yahoo! UK, Yahoo! France, and Yahoo! Germany (the\n         \"Localized Guides\"), all as set forth in the Business Plan attached as\n         Exhibit A (the \"Business Plan\");\n\n              [X] Confidential Treatment Requested\n\n\n\n              (ii)  development and commercialization of related on-line\n         navigational services and other Yahoo branded products within the\n         Territories including off line products and publications (other than\n         as specified in 1(v) below) as described in the Business Plan;\n\n              (iii)  related sale of on-line advertisement space through its\n         own efforts or through one or more third party sales representatives;\n\n              (iv)  addition of specific informational content to the Localized\n         Guide in each of the Territories;\n\n              (v)  [XXXX]\n\n              (vi)  [XXXX]; and\n\n              (vii)  other businesses relating to the foregoing as agreed upon\n         by the parties from time to time.\n\n    2.   SALE AND PURCHASE OF SHARES; OWNERSHIP OF THE COMPANY.\n\n         (a)  Prior to this date, Yahoo has organized the Companies in the\n    Territories and has invested, or shall invest (including amounts counted as\n    surplus capital), the aggregate amount of $1,400,000 in the Companies.\n    Subject to the terms and conditions hereof and pursuant to such\n    subscription agreements as local law may require, the Companies shall\n    issue, and Yahoo (to the extent it has not already fully subscribed) and\n    SOFTBANK shall subscribe to shares (or other ownership interests as local\n    law may dictate) of each of the Companies so that after such subscriptions\n    SOFTBANK shall own a 30% interest in each such Company and Yahoo shall own\n    a 70% interest.  The total to be contributed by SOFTBANK for its shares in\n    all the Companies shall total $600,000 (including surplus capital).  The\n    Companies are also reimbursing each of the parties for activities taken\n    prior to this date on behalf of the Companies and assuming any obligations\n    incurred on behalf of the Companies.\n\n         (b)  Each party shall make such additional contributions to the\n    capital of the Companies (above the amounts in (a)) as the Board of\n    Directors shall determine in good faith are required to carry out the\n    Business Plan, up to an aggregate\n\n              [X] Confidential Treatment Requested\n\n\n\n    additional contribution by Yahoo of $1,400,000 (for a total aggregate\n    contribution of $2,800,000), and by SOFTBANK, of an additional $600,000\n    (for a total aggregate contribution by SOFTBANK of $1,200,000.\n\n         (c)  Yahoo may transfer up to 10% of its shares in the Companies to a\n    third party subject to SOFTBANK's consent to that party, which should not\n    be unreasonably withheld.  If the parties shall mutually determine that\n    such third party shall hold more than 10% of the Companies, that third\n    party's shares above 10% shall be transferred pro rata from Yahoo and\n    SOFTBANK or additional shares may be issued by such third party so that\n    Yahoo's and SOFTBANK's interests are diluted pro rata.\n\n    3.   REPRESENTATIONS AND WARRANTIES OF SOFTBANK\n\n              SOFTBANK hereby represents and warrants to Yahoo as follows:\n\n              (a)  SOFTBANK has been duly incorporated, and is a validly\n    existing corporation under the laws of the UK and has full power and\n    authority to enter into and perform this Agreement.\n\n              (b)  This Agreement has been duly authorized, executed and\n    delivered by SOFTBANK and constitutes a valid and binding agreement of\n    SOFTBANK, enforceable against SOFTBANK in accordance with its terms.\n\n              (c)  No consent, approval or authorization of or declaration or\n    filing with any governmental authority or other person or entity on the\n    part of SOFTBANK is required in connection with the execution or delivery\n    of this Agreement or the consummation of the transactions contemplated\n    hereby.\n\n    4.   REPRESENTATIONS AND WARRANTIES OF YAHOO\n\n         Yahoo represents and warrants to SOFTBANK as follows:\n\n              (a)  Yahoo has been duly incorporated and is a validly existing\n    corporation in good standing under the laws of the State of California, and\n    has full power and authority to enter into and perform this Agreement.\n\n              [X] Confidential Treatment Requested\n\n\n\n              (b)  This Agreement has been duly authorized, executed and\n    delivered by Yahoo and constitutes a valid and binding agreement of Yahoo,\n    enforceable against Yahoo in accordance with its terms.\n\n              (c)  No consent, approval or authorization of or declaration or\n    filing with any governmental authority or other person or entity on the\n    part of Yahoo is required in connection with the execution or delivery of\n    this Agreement or the consummation of the transactions contemplated hereby.\n\n    5.   LICENSE\/SERVICES AGREEMENTS\n\n              (a)  Concurrently with the execution of this Agreement, Yahoo\n    shall enter into license agreements, in the forms attached hereto in\n    Exhibit B (the \"License Agreements\"), with each of the Companies.\n\n              (b)  Concurrently with the execution of this Agreement, the ZD\n    Affiliates are entering into Services Agreements in the forms attached in\n    Exhibit C with each of the Companies (the \"Services Agreements\").\n\n\n    6.  BOARD OF DIRECTORS; STATUTORY AUDITORS\n\n              (a)  Subject to permissible corporate law in each of the\n    Territories, the Companies shall be managed by a single Board of Directors\n    with five members.  SOFTBANK shall designate two Directors and Yahoo shall\n    designate three Directors.  To the extent local law does not permit the\n    Companies to have a single Board of Directors, Yahoo and SOFTBANK shall\n    create a Management Committee of five members which shall act in the same\n    way as the single Board of Directors would act and each party shall cause\n    the members of each Board of Directors or other similar management group in\n    each of the Territories to act in accordance with the determination of that\n    Management Committee.  If such a Management Committee is set up, any\n    reference to the Board of Directors or to Directors shall be deemed a\n    reference to the Management Committee and to the members of that Committee.\n\n              [X] Confidential Treatment Requested\n\n\n\n              (b)  To the extent required by local law, each Company shall have\n    one Statutory Auditor, which shall be designated by Yahoo.\n\n              (c)  The Companies shall have a Managing Director, who shall also\n    be the President (or similar officer) of each Company. The President and\n    Managing Director shall be a nominee of Yahoo, subject to Softbank's\n    approval, not unreasonably withheld.\n\n              (d)  In case of a vacancy in the office of Director, Statutory\n    Auditor or Managing Director during the term of office for whatever reason,\n    the vacancy shall be filled by the party that nominated the Director,\n    Statutory Auditor or Managing Director whose office became vacant, but\n    still subject in the case of Managing Director to SOFTBANK's approval, not\n    unreasonably withheld.\n\n              (e)  At any annual or special meeting of shareholders or any\n    meeting of the Board of Directors of any Company called for such purpose,\n    each party shall vote or cause to be voted all shares owned by it for the\n    election of nominees designated as Directors, Statutory Auditor or Managing\n    Director in accordance with this Section 6 and otherwise as may be\n    necessary to implement the provisions of this Agreement.\n\n              (f)  No change shall be made in the number and\/or allocation of\n    Directors, Statutory Auditor or Managing Director as stated in this Section\n    6 or in the Articles of Incorporation (or similar corporate document) of\n    any Company; provided that if the parties' respective shareholdings change\n    in a material way, the parties shall adjust the number and allocation of\n    Directors if and to the extent appropriate so that their respective\n    representation on the Board and in that Company is generally proportionate\n    to their respective shareholdings.\n\n    7.  MANAGEMENT OF THE COMPANIES\n\n              (a)  The Board of Directors shall be responsible for establishing\n    the overall policy and overall operating policies with respect to the\n    business affairs of the Companies.\n\n              [X] Confidential Treatment Requested\n\n\n\n              (b)  Except as otherwise required by mandatory provisions of law\n    and as otherwise provided herein, resolutions of the Board of Directors\n    shall be adopted only by the affirmative vote of a majority of the\n    Directors present at a meeting duly called at which a quorum is present.  A\n    majority of the Board of Directors shall constitute a quorum for the\n    transaction of business provided at least one Director designated by\n    SOFTBANK is present.  Board meetings shall be held in accordance with\n    applicable local law provided that the Board of Directors shall meet no\n    less frequently than once in each calendar month.  Any Director may attend\n    a Board meeting by conference telephone.\n\n              (c)  Notwithstanding the general provisions set forth above, in\n    addition to any special approval requirements under the Articles of\n    Incorporation (or similar  corporate document) or under local law, each of\n    the following corporate actions may be taken by a Company only (x) in the\n    case of any action that is permitted by law or under the Articles of\n    Incorporation to be taken by the Board of Directors alone, only upon\n    authorization by affirmative vote of at least one SOFTBANK director and at\n    least one Yahoo director and (y) in the case of actions required by law or\n    the Articles of Incorporation to be approved by the Company's shareholders,\n    only upon authorization by affirmative vote of both Yahoo and SOFTBANK as\n    shareholders:\n\n              (i)       any merger or consolidation, whether or not the Company\n         is the surviving corporation; any sale, lease, exchange or other\n         disposition of all or substantially all of the assets of the Company;\n         any acquisition of all or substantially all of the capital stock or\n         assets of any other entity; or the liquidation or voluntary\n         dissolution of the Company;\n\n              (ii)      any sale, lease, exchange or other disposition of\n         substantial assets (except in the ordinary course of business) of the\n         Company;\n\n              (iii)     any capital expenditure of $100,000 or more, except as\n         may be specified in the Business Plan;\n\n              (iv)      the raising of additional equity capital or the\n         issuance or sale of any debt or equity securities (including any\n         shareholder loan or guaranty) above the\n\n              [X] Confidential Treatment Requested\n\n\n\n         amounts specified in Section 2(b) above, and the terms thereof,\n         whether or not in connection with a call for additional capital\n         pursuant to Section 8 hereof;\n\n              (v)       any declaration or payment of any dividend or other\n         distribution, directly or indirectly, on account of any shares of\n         capital stock of the Company, or any redemption, retirement, purchase\n         or other acquisition, directly or indirectly, by the Company of any\n         such shares (or of any warrants, rights or options to acquire any such\n         shares);\n\n              (vi)      the incurrence or guarantee (directly or indirectly) by\n         the Company with respect to any indebtedness for borrowed money in\n         excess of $50,000;\n\n              (vii)     any amendment, alteration or repeal of any provision of\n         the Articles of Incorporation (or similar corporate document) of the\n         Company; or\n\n              (viii)    engagement in any business other than as set forth in\n         Section 1 hereof and activities incidental thereto, either directly or\n         through any corporation or other entity in which the Company has,\n         directly or indirectly, an equity interest;\n\n              (ix)      approval of an annual business plan and operating\n         budget for the Company (which shall be made no later than thirty (30)\n         days prior to the commencement of each fiscal year of the Company),\n         and any determination to deviate in any material respect from such\n         business plan or budget as so approved;\n\n              (x)       except as may be set forth in the Business Plan, the\n         authorization of execution of any contract or agreement (i) having a\n         period of performance greater than one year, (ii) involving aggregate\n         payments or consideration in excess of $100,000, (iii) involving any\n         license of trademarks, patents, copyrights or other intellectual\n         property rights of the Company, and (iv) between the Company and any\n         officer, shareholder or Director of the Company (or their respective\n         affiliates), and any waiver or variance of any contract described in\n         (i)-(iv) above; or\n\n              [X] Confidential Treatment Requested\n\n\n\n              (xi)      except as may be set forth in the Business Plan,\n         compensation for all officers, Directors and Statutory Auditors of the\n         Company.\n\n    To the extent permitted by applicable law, the foregoing approval\n    requirements shall at all times also be set forth in the Articles of\n    Incorporation of the Company, unless amended as set forth.\n\n\n    8.  ADDITIONAL CAPITAL\n\n              Subject to Section 7(c) hereof, the Board of each Company may, by\n    written notice to the parties, call for the parties to subscribe for\n    additional shares of capital stock of the Company or to make loan\n    guarantees or loans to the Company in proportion to their respective\n    holdings of common stock above the amounts specified in Section 2(b).  If\n    one party shall decline to subscribe to additional shares above the amounts\n    specified in Section 2(b), and the other party shall subscribe to\n    additional shares, the subscribing party's total percentage of shares shall\n    increase and the non-subscribing party's ownership interest may thereby be\n    diluted.\n\n    9.  DISPOSITION OF COMMON STOCK\n\n              Neither party shall directly or indirectly sell, assign, transfer\n    or otherwise dispose of, or pledge or otherwise encumber, any shares of\n    common stock of any Company without the prior consent of the other party\n    except to an affiliate of that party provided, however, the selling party\n    shall continue to be liable for all of its obligations.\n\n    10.  ACCOUNTING; ACCESS TO INFORMATION\n\n              (a)  The fiscal year of each Company shall be the calendar year.\n\n              (b)  Each Company shall maintain its accounts and prepare its\n    financial statements (including, without limitation, a balance sheet,\n    profit and loss statement and statement of cash flows) in accordance with\n    generally accepted accounting principles applicable in the country of\n\n              [X] Confidential Treatment Requested\n\n\n\n    incorporation, and shall cause its annual financial statements to be\n    audited by an internationally recognized independent auditing firm\n    reasonably acceptable to each party, and such financial statements and the\n    auditors' opinion to be delivered to each party no later than sixty (60)\n    days following the end of each fiscal year.  Each Company also shall\n    deliver to each party unaudited monthly and quarterly financial statements\n    within thirty days following the end of each month or fiscal quarter, as\n    the case may be, certified (in the case of quarterly financial statements)\n    by the chief accounting officer of the Company.  All financial statements\n    shall be accurately and completely translated into English prior to\n    delivery to SOFTBANK or Yahoo, and shall be accompanied by a reasonably\n    detailed schedule that sets forth the differences between the generally\n    accepted accounting principles applied in that Company's country of\n    incorporation and U.S. generally accepted accounting principles as applied\n    to such financial statements.\n\n              (c)  Each party shall, during all business hours and at all other\n    times as reasonable, have access to the books and records of each Company\n    and to the legal, tax and auditing personnel of that Company, internal and\n    external; provided, however, that the cost and expense necessary for such\n    inspection shall be borne by the party making the inspection.\n\n    11.  TERM OF THE AGREEMENT\n\n              (a)  Subject to Section 12, this Agreement shall remain in effect\n    perpetually, provided that, if for the calendar year ending [XXXX].  For\n    purposes of this paragraph the \"primary business\" of the Companies shall\n    mean the business of providing the Localized Guides and selling ad space in\n    connection with or obtaining other revenues from those Guides; all other\n    products and services of the Companies shall be excluded.\n\n              (b)  [XXXX].\n\n    12.  TERMINATION OF THE AGREEMENT\n\n              (a)  If either party fails in any material respect to perform or\n    fulfill in the time and manner herein provided\n\n              [X] Confidential Treatment Requested\n\n\n\n    any obligation or condition herein required to be performed or fulfilled by\n    such party, and if such default shall continue for sixty (60) days after\n    written notice thereof from the other party, then the other party shall\n    have the right to terminate this Agreement by written notice of termination\n    to the defaulting party at any time after such sixty (60) days.  Either\n    party may also terminate this Agreement immediately by giving a written\n    notice to the other party in the event such other party shall be dissolved\n    or liquidated or declared insolvent or bankrupt.\n\n              (b)  Upon termination of this Agreement [XXXX].\n\n              (c)  Termination of this Agreement for any reason shall not\n    release either party from any liability which at the time of termination\n    has already accrued to the other party or which thereafter may accrue in\n    respect of any act or omission prior to such termination.\n\n    13.  CONFIDENTIALITY\n\n              Each party shall hold and shall cause its respective\n    representatives to hold in confidence all confidential information made\n    available to it or its representatives by the other party, directly or\n    through any Company, and shall not pass such information on, wholly or\n    partly, to third parties without the written consent of the other party,\n    unless such information (i) becomes generally available to the public other\n    than as a result of a disclosure by such party or its representatives, (ii)\n    becomes available to such party from other sources not known by such party\n    to be bound by a confidentiality obligation, or (iii) is independently\n    acquired by such party as a result of work carried out by any employee or\n    representative of such party to whom no disclosure of such information has\n    been made.\n\n    14.  OTHER VENTURES\n\n              (a) [XXXX].\n\n              (b)  Yahoo hereby agrees to discuss in good faith with SOFTBANK\n    and allow SOFTBANK to make a first offer on any plans to establish [XXXX];\n    provided that the foregoing\n\n              [X] Confidential Treatment Requested\n\n\n\n    shall not obligate either party to enter into any such arrangement.\n\n    15.  GOVERNING LAW\n\n              This Agreement shall be governed by and construed in accordance\n    with the laws of California applicable to agreements made and to be\n    performed therein.\n\n    16.  DISPUTE RESOLUTION\n\n              All disputes between the parties arising directly or indirectly\n    out of this Agreement shall be settled by the parties amicably through\n    their good faith discussions.  In the event that any such dispute cannot be\n    resolved thereby, such dispute shall be finally settled by arbitration in\n    accordance with the rules then in effect of the American Arbitration\n    Association by three arbitrators appointed in accordance with such rules.\n    Any such arbitration shall be held in New York, New York.  The arbitration\n    award shall be final and binding upon the parties, and judgment on such\n    award may be entered in any court having jurisdiction thereof.\n\n    17.  MISCELLANEOUS\n\n              (a)  This Agreement may be amended only by a written instrument\n    signed by both parties.\n\n              (b)  This Agreement may not be assigned by either party hereto\n    except with the written consent of the other party; provided, however, that\n    this Agreement may be assigned to (x) an affiliate corporation or (y) any\n    corporation which shall succeed to the business of a party by merger,\n    consolidation, or the transfer of all or substantially all of the assets of\n    such party and which shall expressly assume the obligations of such party\n    hereunder.\n\n              (c)  Any and all notices, requests, demands and other\n    communications required or otherwise contemplated to be made under this\n    Agreement shall be in writing and in English and shall be deemed to have\n    been duly given (a) if delivered personally, when received, (b) if\n    transmitted by facsimile, upon receipt of a transmittal confirmation, (c)\n\n              [X] Confidential Treatment Requested\n\n\n\n    if sent by registered airmail, return receipt requested, postage prepaid,\n    on the sixth business day following the date of deposit in the mail or (d)\n    if by international courier service, on the second business day following\n    the date of deposit with such courier service, or such earlier delivery\n    date as may be confirmed to the sender by such courier service.  All such\n    notices, requests, demands and other communications shall be addressed as\n    follows:\n\n              (i)  If to SOFTBANK:\n\n                   SB Holdings (Europe) Ltd.\n                   c\/o Ziff-Davis Verlag Gmbh\n                   Riesstrasse 25,\n                   80992 Munich 50\n                   Germany\n                   Attention: J.B. Holston\n\n                   Telephone:  (4989) 1431-2401\n                   Facsimile:  (4989) 1431-2400\n\n              with a copy to:\n\n                   Ziff-Davis Publishing Company\n                   One Park Avenue\n                   NY, New York 10016\n                   Attention:  Legal Department\n\n                   Telephone:  (212) 503-3575\n                   Facsimile:  (212) 503-3581\n\n              (ii)  If to the Company:\n\n                   Yahoo! Inc.\n                   635 Vaqueros Ave.\n                   Sunnyvale, California 94086\n                   Attention:  Mr. Timothy Koogle\n                                   President\n\n                   Telephone:  (408) 328-3300\n                   Facsimile:  (408) 328-3301\n\n              [X] Confidential Treatment Requested\n\n\n\n              with a copy to:\n\n                   Venture Law Group\n                   A Professional Corporation\n                   2800 Sand Hill Road\n                   Menlo Park, California  94025\n                   Attention:  James L. Brock, Esq.\n\n                   Telephone:  (415) 854-4488\n                   Facsimile:  (415) 854-1121\n\n    or in each case to such other address or facsimile number as the party may\n    have furnished to the other party in writing.\n\n              (d)  In the event of the invalidity of any part or provision of\n    this Agreement, such invalidity shall not affect the enforceability of any\n    other part or provision of this Agreement.\n\n              (e)  No waiver by any party of any default in the performance of\n    or compliance with any provision herein shall be deemed to be a waiver of\n    the performance and compliance as to any other provision, or as to such\n    provision in the future; nor shall any delay or omission of any party to\n    exercise any right hereunder in any manner impair the exercise of any such\n    right accruing to it thereafter.  No remedy expressly granted herein to any\n    party shall be deemed to exclude any other remedy which would otherwise be\n    available.\n\n              (f)  This Agreement constitutes the entire agreement among the\n    parties with respect to the subject matter hereof and shall supersede all\n    prior understandings and agreements between the parties with respect to\n    such subject matter.  This Agreement may be executed in any number of\n    counterparts, each of which shall be deemed an original, but all of which\n    together shall constitute one and the same instrument.\n\n              (g)  Nothing herein express or implied, is intended to or shall\n    be construed to confer upon or give to any person, firm, corporation or\n    legal entity, other than the parties hereto and their affiliates, any\n    interests, rights, remedies or other benefits with respect to or in\n\n              [X] Confidential Treatment Requested\n\n\n\n    connection with any agreement or provision contained herein or contemplated\n    hereby.\n\n              IN WITNESS WHEREOF, the parties hereto have duly signed this\n    Agreement as of the day and year first above written.\n\n                        SB HOLDINGS (EUROPE) LTD.\n\n\n                        By: \/S\/ DAVID CRAVER\n                           -----------------------------\n                            Name:   David Craver\n                            Title:  VP, IMG\n\n\n                        YAHOO! INC.\n\n\n\n                        By:  \/S\/ TIMOTHY KOOGLE\n                           -----------------------------\n                            Name:   Timothy Koogle\n                            Title:  President\n\n              [X] Confidential Treatment Requested\n\n\n\n TYPE:  EX-10.31\n SEQUENCE:  5\n DESCRIPTION:  EXHIBIT 10.31\n\n\n\n\n                                                                  EXHIBIT 10.31\n\n\n                         YAHOO! U.K. LICENSE AGREEMENT\n\n     This YAHOO! U.K. LICENSE AGREEMENT (the \"AGREEMENT\") is entered into as \nof this 1st day of November, 1996 (the \"EFFECTIVE DATE\") by and between:\n\n     YAHOO! INC., a California corporation (\"YAHOO\") with a principal office \nat 3400 Central Expressway, Santa Clara, CA  95051; and\n\n     YAHOO! U.K., a corporation organized under the laws of the United \nKingdom (\"YAUK\"), with a principal office at Cottons Centre, Hayes Lane, \nLondon SE1 2QT, U.K.; with reference to the following:\n\n                                  RECITALS\n\n     The following provisions form the basis for, and are hereby made a part \nof, this Agreement:\n\n     A.   Yahoo owns, operates and distributes a leading index and directory \nof Internet resources, including a hierarchical index, information indexing \nand retrieval software; and\n\n     B.   YAUK has been organized with 70% owned by a subsidiary of Yahoo and \n30% owned by SB Holdings (Europe) Ltd., pursuant to a joint venture agreement \nentered into concurrently herewith (the \"JOINT VENTURE AGREEMENT\"), in order \nto operate in the United Kingdom a localized version of the Yahoo Guide, to \ndevelop related on-line navigational services in the United Kingdom, and to \nconduct certain other businesses relating to such activities.\n\n                                   AGREEMENT\n\n     NOW, THEREFORE, in consideration of the mutual covenants and conditions \nset forth herein and other good and valuable consideration, the receipt and \nsufficiency of which are hereby acknowledged, the parties hereto do hereby \nagree as follows:\n\n                 ARTICLE I:  DEFINITIONS; RULES OF CONSTRUCTION\n\n1.1  DEFINITIONS. For purposes of this Agreement, in addition to the \ncapitalized terms defined elsewhere in this Agreement, the following terms \nshall have the meanings ascribed to them below:\n\n     \"AFFILIATE\" shall mean any corporation, limited liability company, \npartnership or other entity (collectively, an  \"ENTITY\" ):  (1) that is \ncontrolled by or controls a party (collectively, a  \"CONTROLLED ENTITY\" ); or \n(2) that is controlled by or controls any such Controlled Entity, in each \ninstance of clause (1) or (2) for so long as such control continues.  For \npurposes of this definition, \"control\" shall mean the possession, directly or \nindirectly, of power to direct or cause the direction of the management or \npolicies (whether through ownership of securities or \n\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\npartnership or other ownership interests, by contract or otherwise).  Without \nlimiting the foregoing, joint control of an Entity with one or more other \npersons or Entities shall be deemed to constitute control for purposes hereof.\n\n     \"COMPETITIVE NAVIGATIONAL TOOLS\" shall mean any third party Internet \ndirectory or Internet search tool that provides a comprehensive hierarchical \ndirectory or text-based index of WWW sites, including, without limitation, \nthose Competitive Navigational Tools owned, operated, or offered by the \ncompanies listed in EXHIBIT C attached hereto.  No service or tool shall be \ndeemed to be a \"Competitive Navigational Tool\" solely because it is offered \nby a third party that also offers services or tools that are \"Competitive \nNavigational Tools.\"\n\n     \"COMPONENTS\" shall mean information, materials, products, features, \nservices, content, computer software, designs, artistic renderings, drawings, \nsketches, characters, layouts, and the digital implementations thereof, \nPROVIDED, HOWEVER, that \"Components\" shall not include Local Content.\n\n     \"CONFIDENTIAL INFORMATION\" shall mean any information relating to or \ndisclosed in the course of this Agreement, which is or should be reasonably \nunderstood to be confidential or proprietary to the disclosing party, \nincluding, but not limited to know-how, trade secrets, log data, technical \nprocesses and formulas, source codes, product designs, sales, cost and other \nunpublished financial information, product and business plans, projections, \nand marketing data.  \"Confidential Information\" shall not include information \nwhich:  (i) is known to the recipient on the Effective Date directly or \nindirectly from a source other than one having an obligation of \nconfidentiality to the providing party; (ii) hereafter becomes known \n(independently of disclosure by the providing party) to the recipient \ndirectly or indirectly from a source other than one having an obligation of \nconfidentiality to the providing party; (iii) becomes publicly known or \notherwise ceases to be secret or confidential, except through a breach of \nthis Agreement by the recipient; or (iv) is or was independently developed by \nthe recipient without use of or reference to the providing party's \nconfidential information, as shown by evidence in the recipient's possession.\n\n     \"DERIVATIVE WORK\" shall mean all \"derivative works\" and \"compilations\", \nwithin the meaning of such terms as defined in the U.S. Copyright Act (17 \nU.S.C. Section 101 et seq.).\n\n     \"INTELLECTUAL PROPERTY RIGHTS\" shall mean trade secrets, patents, \ncopyrights, trademarks, know-how, moral rights, and similar rights of any \ntype under the laws of any governmental authority, domestic or foreign \nincluding all applications and registrations relating to any of the foregoing.\n\n     \"JOINT ENHANCEMENTS\" shall mean any enhancements, added functionalities, \nadditions, extensions or improvements to Yahoo U.K. that are created or \ndeveloped jointly by YAUK, on the one hand, and Yahoo, its Affiliates (other \nthan YAUK Yahoo! France, SARL or Yahoo! Verlag) or their agents, on the other \nhand, including any Components which are jointly contributed to Yahoo U.K.\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n     \"LAUNCH DATE\" shall mean the first date on which Yahoo U.K. is made \ngenerally available to the public in the Territory.\n\n     \"LOCAL CONTENT\" shall mean content, including WWW site listings, added \nto Yahoo U.K. by YAUK and that is:  (i) specific to the market of the \nTerritory; and (ii) originates in or arises from activities in the Territory.\n\n     \"LOCALIZED SITE\" shall mean YAUK's WWW site(s) in the Territory through \nwhich the Yahoo Properties are made available to Yahoo U.K. Users.\n\n     \"LOG DATA\" shall mean all data generated by an Internet server that relates\nto file requests, user identification, session times and similar available\ninformation, including information set forth by EXHIBIT E.\n\n      \"TERRITORY\" shall mean the United Kingdom, exclusive of its territories \nand protectorates.\n\n      \"WWW\" shall the World Wide Web, a system for accessing and viewing \ntext, graphics, sound and other media via the Internet.\n\n      \"YAHOO BRAND FEATURES\" shall mean Yahoo trademarks, trade names, \nservice marks, service names, distinct elements of the Yahoo Service Look and \nFeel and all other Components specifically associated with the \"Yahoo!\" \nbrand, as to which Yahoo has established trademark, trade name or similar \nprotectable rights, including the name \"Yahoo!\" and any modifications or \nimprovements to the foregoing that may be created by Yahoo from time to time.\n\n     \"YAHOO BRAND GUIDELINES\" shall mean the guidelines for use of the Yahoo \nBrand Features, as specifically set forth in EXHIBIT B attached hereto, as \nsuch may be reasonably amended from time to time by Yahoo.\n\n      \"YAHOO PRODUCTS\" shall mean print publications and digital media \nproducts, including CD ROMs, and other marketing tools derived from or \nincorporating Yahoo Properties that are localized for the Territory by YAUK.\n\n     \"YAHOO PROPERTIES\" shall mean collectively:  (i) the Yahoo Service, \nincluding both the Yahoo Service Look and Feel and the Yahoo Brand Features; \nand (ii) Yahoo U.K.\n\n     \"YAHOO SERVICE\" shall mean, collectively, the Internet-based \nhierarchical information index and retrieval product, including the related \nsearch engine, that Yahoo makes generally available now or in the future \nthrough the WWW, and currently located at http:\/\/www.yahoo.com, as the same \nmay be modified, upgraded, updated or enhanced during the Term of this \nAgreement; PROVIDED, HOWEVER, that the Yahoo Service shall not include any \ncontent, software, or any WWW-wide text-based search tool licensed, \nincorporated, or otherwise authorized for use by Yahoo from a third party \n(UNLESS Yahoo has the right to sublicense the same to YAUK hereunder which \nYahoo shall use reasonable efforts to obtain).\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n\n     \"YAHOO SERVICE LOOK AND FEEL\" shall mean the artistic renderings, \ndrawings, animations, sketches, characters, layouts and designs, and digital \nimplementations thereof which are embodied within the Yahoo Service as to \nwhich Yahoo has established protectable rights.\n\n     \"YAHOO SOFTWARE\" shall mean all computer programs, in object code form, \nand related know how, that are owned or operated by Yahoo and required for \nthe operation, modification, maintenance and distribution (or permitted \nInternet access to) the Yahoo Service, including the computer software \nprograms described in EXHIBIT A attached hereto; provided that the \"Yahoo \nSoftware\" does not include third party software or materials that Yahoo does \nnot have the right to sublicense to YAUK without cost.\n\n     \"YAHOO SYSTEM\" shall mean, collectively, the Yahoo Service, the Yahoo \nSoftware, the Yahoo Brand Features, and any related documentation as Yahoo \nmay make available to third parties from time to time.\n\n     \"YAHOO U.K.\" shall mean versions of the Yahoo Service that are \ncustomized and localized specifically for all or any portion of the market of \nthe Territory in any and all languages or dialects specifically relevant to \nthe Territory.\n\n     \"YAHOO U.K. DERIVATIVE WORKS\" shall mean Derivative Works, created from \nthe Yahoo Properties including:  (i) any customizations necessary for the \ncustomer market in the Territory, created by YAUK from Yahoo Properties for \nuse in Yahoo U.K.; and (ii) new properties, including regional directories \nand localized directories, for example a Yahoo.London, that are directed to \nthe Territory or that are necessary to build Yahoo U.K. in the Territory; \nPROVIDED, HOWEVER, that YAUK shall obtain prior approval from Yahoo for any \nsuch new properties that have a scope intended to extend beyond the market of \nthe Territory.\n\n     \"YAHOO U.K. SITE\" shall mean one or more servers on which, collectively, \nYahoo U.K. and the Localized Site will be made available pursuant to this \nAgreement.\n\n     \"YAHOO U.K. USERS\" shall mean Internet-users to whom YAUK provides \naccess to Yahoo U.K.\n\n1.2  RULES OF CONSTRUCTION. As used in this Agreement, neutral pronouns and \nany variations thereof shall be deemed to include the feminine and masculine \nand all terms used in the singular shall be deemed to include the plural, and \nvice versa, as the context may require.  The words \"hereof,\" \"herein\" and \n\"hereunder\" and other words of similar import refer to this Agreement as a \nwhole, including any exhibits hereto, as the same may from time to time be \namended or supplemented and not to any subdivision contained in this \nAgreement.  The word \"including\" when used herein is not intended to be \nexclusive and means \"including, without limitation.\"  References herein to \nsection, subsection, attachment or exhibit shall refer to the appropriate \nsection, subsection or exhibit in or to this Agreement.  The descriptive \nheadings of this Agreement are inserted for convenience of reference only and \ndo not constitute a part of and shall not be utilized in interpreting this \nAgreement.  This Agreement has been negotiated by the parties hereto and \ntheir respective counsel and shall be fairly interpreted in accordance \n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nwith its terms and without any rules of construction relating to which party \ndrafted the Agreement being applied in favor of or against either party.\n\n1.3  EXHIBITS. In the event that any Exhibits referred to in this Agreement \nare not attached at the time of execution and delivery of this Agreement, the \nparties agree to determine in good faith upon the content of such Exhibits \nwithin five (5) business days following the Effective Date.\n\n                         ARTICLE 2:  GRANT OF RIGHTS\n\n2.1  LICENSE TO YAHOO SERVICE PRIOR TO YAHOO U.K. LAUNCH. Subject to all of \nthe terms and conditions of this Agreement, Yahoo hereby grants to YAUK, from \nthe Effective Date of this Agreement until the Launch Date, a non-exclusive \n(subject to the restrictive covenant set forth in Section 2.5 hereto), \nroyalty-bearing, right and license to:\n\n     (i)  use, display, perform, transmit, market, promote, and permit Yahoo \nU.K. Users to use, the Yahoo Service in electronic, on-line form and in the \nmanner described in this Agreement, via the Internet in the Territory; and\n\n     (ii) reproduce the Yahoo Service in electronic, on-line form for \ninternal back-up and archival purposes;\n\n     (iii)     use the Yahoo Software solely for modifying the Yahoo Service \nin accordance with this Agreement, and to reproduce the Yahoo Service solely \nfor YAUK's internal use in furtherance of such modifying.\n\n2.2  LICENSE TO YAHOO SYSTEM AND YAHOO U.K.  Subject to all of the terms and \nconditions of this Agreement, Yahoo hereby grants to YAUK, during the Term of \nthis Agreement, a non-exclusive (subject to the restrictive covenant set \nforth in Section 2.5 hereto), royalty-bearing, right and license to:\n\n     (i)  use, modify and customize the Yahoo Software and Yahoo Service \nsolely for the purpose of developing, creating, operating, maintaining, \nmarketing, promoting, distributing, and otherwise commercially exploiting \nYahoo U.K.;\n\n     (ii) reproduce copies of the Yahoo Software solely for YAUK's internal \nuse in creating Yahoo U.K. Derivative Works;\n\n     (iii)     use, reproduce, display, perform, transmit, market, promote, \nand permit Yahoo U.K. Users to use, Yahoo U.K. in on-line form and in the \nmanner described in this Agreement, via the Internet in the Territory;\n\n      (iv)     use and reproduce any and Yahoo Software (in object code form \nonly) associated with the Yahoo Properties solely to facilitate the \nexploitation of the Yahoo Properties as anticipated and described in this \nAgreement;\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n     (v)  create Yahoo U.K. Derivative Works, solely for use, incorporation, \nand integration in Yahoo U.K. and solely as necessary for localizing Yahoo \nU.K. for the consumer market in the Territory, subject to the terms and \nlimitations set forth in Section 2.4 of  this Agreement; and\n\n     (vi) use, distribute, reproduce, transmit and display the Yahoo Brand \nFeatures in connection with the exercise of YAUK's rights to Yahoo U.K.;\n\nPROVIDED, HOWEVER, that Yahoo U.K. Users' right to access and use the Yahoo \nProperties shall be subject to such customary limitations and restrictions on \nuse and reproduction as Yahoo may impose with respect to the Yahoo \nProperties.  \n\n2.3  [XXXX].\n\n2.4  NO OTHER RIGHTS. Except as expressly provided in this Agreement, YAUK \nshall:  (i) only distribute or make available Yahoo U.K. in its entirety as a \ncomplete work; (ii) subject to the provisions of Section 2.3, not distribute \nor make available the Yahoo Services or Yahoo U.K. other than in on-line \nelectronic form; and (iii) not remove any copyright, trademark, or other \nproprietary rights notices from any of the Yahoo Properties or Yahoo \nProducts.  No rights or licenses are granted by Yahoo to YAUK except for \nthose expressly granted in Sections 2.1, 2.2, and 2.3 hereto.\n\n2.5  RESTRICTIVE COVENANT.  During the Term of this Agreement, Yahoo shall \nnot: (i) either directly or indirectly, grant any right or license, whether \nexclusive or non-exclusive, to any person or entity to use, display, \nreproduce, modify, customize the Yahoo System for the purpose of developing, \ncreating, operating, maintaining, marketing, promoting, distributing, or \notherwise commercially exploiting a version of the Yahoo Service that is \ncustomized or localized for the Territory; or (ii) modify and customize, the \nYahoo System for the purpose of developing, creating, operating, maintaining, \nmarketing, promoting, distributing, or otherwise commercially exploiting a \nversion of the Yahoo Service that is customized or localized for the \nTerritory.  Nothing contained in this Agreement shall limit or in any way \nrestrict Yahoo's right to advertise or promote the Yahoo System or any \nDerivative Works thereof outside of the Territory, or to advertise or promote \nthe Yahoo System in any media that originates outside of the Territory; \nPROVIDED, HOWEVER, that such advertisements and promotions are not \nspecifically targeted to Yahoo U.K. or the market for Yahoo U.K. in the \nTerritory.  The parties hereto further acknowledge and agree that nothing \nherein shall prevent, restrict or otherwise limit the ability of any person \nin the Territory from electronically accessing the Yahoo Service maintained \nand operated by Yahoo, or its current or future licensees, in any \njurisdiction outside the Territory.\n\n2.6  LICENSE GRANTED BY YAUK. Subject to all of the terms and conditions of \nthis Agreement, YAUK hereby grants Yahoo a non-exclusive, royalty-free, \nperpetual, worldwide (EXCEPT for the Territory) license to use, reproduce, \ndisplay, perform, transmit, market, promote, and permit Yahoo Service users \nto use, in any form or media, Local Content; PROVIDED, HOWEVER, that any use \nof the Local Content by Yahoo in the countries identified in EXHIBIT F (the \n\"EXTENSION COUNTRIES\") attached hereto shall be subject to prior approval by \n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nYAUK, which approval shall not be unreasonably withheld; and PROVIDED, \nFURTHER, that for a period of six (6) months after the Effective Date of this \nAgreement, Yahoo will neither:  (i) market or promote the Local Content in \nthe Extension Countries; nor (ii) market or promote Derivative Works targeted \nspecifically to the Extension Countries and based on the Local Content, in \nthe Extension Countries. Subject to the foregoing license grant, YAUK retains \nall right, title and interest in and to the Local Content.\n\n                   ARTICLE 3:  OBLIGATIONS OF THE PARTIES\n\n3.1  YAHOO U.K. CONTENT.  Yahoo U.K. shall, at a minimum, contain all \ndirectories, including categories, subcategories, and URL's, contained within \nthe Yahoo Service, as such service or any portion thereof may be modified, \nupgraded, updated or otherwise enhanced during the Term of this Agreement. \nPromptly after the Effective Date, Yahoo shall provide to YAUK with Yahoo \nProperties to the extent necessary to launch the Yahoo U.K. Site and for YAUK \nto create Yahoo U.K. Derivative Works for incorporation into Yahoo U.K.  In \nthe event that YAUK wants to post or incorporate any new service, content \n(other than Local Content), or sponsorships on Yahoo U.K., YAUK shall obtain \nYahoo's prior written consent, which consent shall not be unreasonably \nwithheld.\n\n3.2  LOCAL CONTENT.  YAUK shall be solely responsible for collecting and \nclassifying Local Content.\n\n3.3  RESTRICTIVE COVENANT.  During the Term, YAUK agrees that it shall not:  \n(i) enter into a commercial arrangement or transaction with any person for \nthe customization or localization of a Competitive Navigational Tool for the \nconsumer market of the Territory and for use within the Territory; or (ii) \ndevelop, commercialize, market or promote any Competitive Navigational Tool. \nWithout limiting the foregoing, YAUK shall not provide any on-line \nadvertising that contains a direct hypertext link to any Competitive \nNavigational Tool; PROVIDED, HOWEVER, that nothing herein shall prohibit \nYahoo U.K. from including links contained in the Yahoo Service or such links \nas may be reasonably agreed to by Yahoo.\n\n3.4  MESSAGE BAR.  Yahoo shall have the right, upon reasonable advance notice \nto YAUK, to place non-advertising Components from Yahoo directed to the \nglobal marketplace, on the home page of Yahoo U.K. for up to five (5) \nconsecutive days.(1)\n\n3.5  ADVERTISING REVENUE.  The parties hereto agree that all revenues and \nincome derived by YAUK in connection with advertising, marketing and \npromotional information in Yahoo U.K., and distribution of the Yahoo Service \nin the Territory pursuant to Section 2.1 hereto,  shall accrue solely to \nYAUK, subject to the calculation and payment of the Fees as set out in \nEXHIBIT D attached hereto.  YAUK shall be solely and exclusively responsible \nfor ensuring that all advertising, marketing and promotional information \nconducted and provided by YAUK \n\n\n----------------------\n(1) By way of example, but not of limitation, in the event that\none of Yahoo's directors or officers desires to send a global message to all\nusers of Yahoo concerning introduction of a new Yahoo Property or news relating\nto Yahoo or a Yahoo Property, then such message would appear in the message bar\nas contemplated under this Agreement.\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\ncomplies with all local, federal, and other governmental laws and regulations \nof the Territory that may be applicable thereto.\n\n3.6  YAUK COVENANTS.  In addition to the representations and warranties of \nSection 6.1 hereto, YAUK covenants to use its best efforts to assure that:\n\n     (i)  the Components and Local Content which YAUK includes in or \nassociates with Yahoo U.K. shall neither:  (a) infringe on or violate any \ncopyright, patent, or any other proprietary right of any third party; nor (b) \nviolate any applicable law, regulation or third party right;\n\n     (ii) YAUK's performance of this Agreement shall comply in all material\nrespect with, and neither contravene, breach nor infringe, any laws or\nregulations of the Territory; and\n\n     (iii)     the Local Content provided by YAUK shall not contain any obscene\nor defamatory materials, information, data or content, as such may be finally\ndetermined by a court of competent jurisdiction.\n\n3.7  YAHOO COVENANT.  Yahoo covenants to use its commercially reasonable \nefforts, in the event of a change by Yahoo of the platform or other \ntechnology necessary for operating the Yahoo Service to a new platform or \ntechnology (the \"NEW TECHNOLOGY\"), to:  (i) provide YAUK with advance notice \nof such technology change; (ii) assist YAUK in managing the transition by \nYAUK from the current technology to the New Technology for Yahoo U.K.; and \n(iii) assist YAUK in obtaining such New Technology.  Yahoo will bear \nreasonable start-up costs associated with establishing the New Technology for \nYahoo U.K. so that Yahoo U.K. operates at essentially the same or better \noperating level (with respect to speed and responsiveness of Yahoo U.K. in \nresponse to a user query) that Yahoo U.K. operated prior to converting to the \nNew Technology; PROVIDED, HOWEVER, that on-going costs, including license \nfees therefor, associated with such New Technology shall be borne solely by \nYAUK; PROVIDED, FURTHER, that Yahoo will use its reasonable efforts to pass \nany savings or discounts it may be able to obtain from the third party \nprovider of the New Technology.  Nothing herein shall be construed as an \nobligation or representation by Yahoo that Yahoo will obtain or negotiate on \nbehalf of YAUK any license fees or other fees associated with the New \nTechnology.  \n\n                       ARTICLE 4:  OWNERSHIP; LOG DATA\n\n4.1  YAHOO OWNERSHIP. Yahoo and YAUK hereby agree that all right, title and \ninterest in and to the Yahoo System and the Yahoo U.K. Derivative Works shall \nbe owned exclusively by Yahoo without reservation, and that all such \nworldwide ownership rights, title and interest in and to, all aspects of \nYahoo U.K. (including, but not limited to all Intellectual Property Rights \nthereto) shall solely vest with, and be owned by, Yahoo.  YAUK assigns any \ninterest it may be deemed to possess in any such Yahoo System or Yahoo U.K. \nDerivative Works to Yahoo and will assist Yahoo in every reasonable way, at \nYahoo's expense, to obtain, secure, perfect, maintain, defend and enforce for \nYahoo's benefit all Intellectual Property Rights with respect to the Yahoo \nSystem and Yahoo U.K. Derivative Works.\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n\n4.2  JOINT ENHANCEMENTS.  Joint Enhancement shall be jointly owned by YAUK \nand Yahoo.  Any use of such Joint Enhancements other than for the Yahoo \nService or in connection with Yahoo U.K., as appropriate, by either party \nshall require the approval of the other party, with approval shall not be \nunreasonably withheld.\n\n4.3  LOG DATA. YAUK will provide Yahoo with access to all Log Data containing \nthe categories set forth in EXHIBIT E from use of Yahoo U.K. via Yahoo's Log \nData Tool as described in EXHIBIT A.  All Log Data shall be maintained as \nConfidential Information by each of YAUK and Yahoo.  Notwithstanding the \nforegoing, no party shall be prohibited from providing Log Data to any third \nparty (on a confidential basis) for aggregation or analysis, or otherwise on \nan aggregated basis to advertisers, potential advertisers and other third \nparties in connection with the sale of advertising, or to third parties in \nconnection with market research and similar publishing. Yahoo shall own all \nrights, title, and interest in and to any and all Log Data generated on any \nYahoo Service site in the Territory, including Yahoo U.K.; PROVIDED, HOWEVER, \nYahoo shall grant to YAUK a non-exclusive, royalty-free license to use and \nreproduce such Log Data for internal, non-commercial purposes only to Log \nData generated at a Localized Site operated via the Internet.\n\n                           ARTICLE 5: TRADEMARKS\n\n5.1  ACKNOWLEDGMENT OF OWNERSHIP. YAUK acknowledges that:  (i) as between \nYAUK and Yahoo, Yahoo owns all right, title and interest in the Yahoo Brand \nFeatures; and (ii) neither YAUK nor any other persons will acquire any \nownership interest in the Yahoo Brand Features or associated goodwill by \nvirtue of this Agreement or the use of the Yahoo Service or Yahoo U.K. \npursuant to this Agreement.\n\n5.2  USAGE GUIDELINES. YAUK's use of the Yahoo Brand Features shall adhere to \nthe Yahoo Brand Guidelines set forth in EXHIBIT B attached hereto. In any \nevent, YAUK's use of the Yahoo Brand Features shall be at least of a quality \nand standard reasonably commensurate with YAUK's use of its own trademarks. \nThroughout the Term of this Agreement, Yahoo shall promptly provide YAUK with \nall written details of, samples of and artwork for all Yahoo Brand Features \nas required by YAUK for performing its rights and obligations under this \nAgreement. YAUK shall supply Yahoo with specimens of each of all promotional \nmaterials using the Yahoo Brand Features, all of which shall comply with the \nYahoo Brand Guidelines and other provisions of this Agreement. YAUK shall \nremedy any violation of the Yahoo Brand Guidelines or of this Agreement as \nsoon as practicable following receipt of notice from Yahoo of such violation. \nIf any use of the Yahoo Brand Features by YAUK fails to satisfy such quality \nstandards and YAUK does not promptly cure such failure, Yahoo may terminate \nYAUK's right to use such Yahoo Brand Features.\n\n5.3  NO ADVERSE CLAIM. YAUK agrees that it will not at any time during or \nafter this Agreement assert any claim or interest in or do anything which may \nadversely affect the validity or enforceability of any Yahoo Brand Features. \nUnless otherwise agreed to between the parties, YAUK will not:  (i) register, \nseek to register, or cause to be registered any of the Yahoo Brand Features \nwithout Yahoo's prior written consent; (ii) adopt or use Yahoo Brand \n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nFeatures or any confusingly similar word or symbol as part of YAUK's company \nname, or on or in connection with any of YAUK's products or services; or \n(iii) allow Yahoo Brand Features to be used by others, without Yahoo's prior \nwritten consent.\n\n                     ARTICLE 6:  CONFIDENTIAL INFORMATION\n\n6.1  PROTECTION OF CONFIDENTIAL INFORMATION. The parties recognize that, in \nconnection with the performance of this Agreement, each of them may disclose \nto the other its Confidential Information.  The party receiving any \nConfidential Information agrees to maintain the confidential status of such \nConfidential Information and not to use any such Confidential Information for \nany purpose other than the purpose for which it was originally disclosed to \nthe receiving party, and not to disclose any of such Confidential Information \nto any third party.  Neither party shall disclose the other's Confidential \nInformation to its employees and agents except on a need-to-know basis.\n\n6.2  PERMITTED DISCLOSURE. The parties acknowledge and agree that each may \ndisclose Confidential Information:  (i) as required by law; (ii) to their \nrespective directors, officers, employees, attorneys, accountants and other \nadvisors, who are under an obligation of confidentiality, on a \"need-to-know\" \nbasis; (iii) to investors or joint venture partners, who are under an \nobligation of confidentiality, on a \"need-to-know\" basis; or (iv) in \nconnection with disputes or litigation between the parties involving such \nConfidential Information and each party shall endeavor to limit disclosure to \nthat purpose and to ensure maximum application of all appropriate judicial \nsafeguards (such as placing documents under seal).  In the event a party is \nrequired to disclose Confidential Information as required by law, such party \nwill, to the extent practicable, in advance of such disclosure, provide the \nother party with prompt notice of such requirement. Such party also agrees, \nto the extent legally permissible, to provide the other party, in advance of \nany such disclosure, with copies of any information or documents such party \nintends to disclose (and, if applicable, the text of the disclosure language \nitself) and to cooperate with the other party to the extent the other party \nmay seek to limit such disclosure.\n\n6.3  APPLICABILITY. The foregoing obligations of confidentiality shall apply \nto directors, officers, employees and representatives of the parties and any \nother person to whom the parties have delivered copies of, or permitted \naccess to, such Confidential Information in connection with the performance \nof this Agreement, and each party shall advise each of the above of the \nobligations set forth in this Article 6.\n\n6.4  THIRD PARTY CONFIDENTIAL INFORMATION. Any Confidential Information of a \nthird party disclosed to either party shall be treated by YAUK or Yahoo, as \nthe case may be, in accordance with the terms under which such third party \nConfidential Information was disclosed; PROVIDED, HOWEVER, that the party \ndisclosing such third party Confidential Information shall first notify the \nother party that such information constitutes third party Confidential \nInformation and the terms applicable to such third party Confidential \nInformation and provided further that either party may decline, in its sole \ndiscretion, to accept all or any portion of such third party Confidential \nInformation.\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n6.5  CONFIDENTIALITY OF AGREEMENT. Except as required by law or generally \naccepted accounting principles, and except to assert its rights hereunder or \nfor disclosures to its own officers, directors, employees and professional \nadvisers on a  need-to-know  basis or in confidence to investors, investment \nbankers, financial institutions or other lenders or acquirers, each party \nhereto agrees that neither it nor its directors, officers, employees, \nconsultants or agents shall disclose the terms of this Agreement or specific \nmatters relating hereto without the prior consent of the other party, which \nconsent shall not be unreasonably withheld or delayed.\n\n6.6  FUTURE BUSINESS ACTIVITIES. This Agreement shall not limit either \nparty's present and future business activities of any nature, including \nbusiness activities which could be competitive with the other party, outside \nthe scope of this Agreement, EXCEPT:  (i) to the extent such activities would \ninvolve a breach of the confidentiality restrictions contained in this \nSection; or (ii) as otherwise expressly provided herein, including without \nlimitation, the restrictive covenants of Sections 2.5 and 3.3 hereto.  \nNothing in this Agreement will be construed as a representation or agreement \nthat the recipient of Confidential Information will not develop or have \ndeveloped for it products, concepts, systems or techniques contemplated by or \nembodied in such Confidential Information, provided that such recipient does \nnot violate any of its obligations under Section 6 of this Agreement in \nconnection with such development.\n\n                     ARTICLE 7:  LICENSE FEES AND PAYMENT\n\n7.1  LICENSE FEES. YAUK shall pay to Yahoo, as full and complete remuneration \nfor the performance of all of Yahoo's obligations hereunder, the license fees \nthat are set forth in EXHIBIT D attached hereto (the \"FEES\").  All payments \nunder this Agreement shall be made by wire transfer to an account designated \nby Yahoo, within thirty (30) days of the end of the quarter in which such \namounts are collected by YAUK, and shall be accompanied by a written report \nsigned by an authorized YAUK officer setting forth a description of \ntransactions given rise to payments in detail sufficient to support \ncalculations of the amounts paid, as well as such other similar information \nas Yahoo may reasonably request.\n\n7.2  CURRENCY. In this Agreement, all references to currency shall be \nreferences to the lawful currency of the United States of America.  Any and \nall conversions shall be based on the exchange rate published in the Wall \nStreet Journal on the date each payment is due.\n\n7.3  INTEREST. Any late payment of fees made by YAUK under this Agreement \nshall bear interest at the annual aggregate rate of ten percent (10%) from \nthe date on which such payment was due.\n\n7.4  TAXES. All Fees paid by YAUK to Yahoo hereunder shall be inclusive of \nall excise and customs duties, costs, expenses, and other similar taxes \nimposed by any governmental authority relating to the export of the Yahoo \nProperties, and all withholding taxes that may be required by either the \nTerritory or the United States governments under the relevant tax laws and \ntreaties, all of which taxes shall be paid by Yahoo.  All Fees paid by YAUK \nto Yahoo hereunder shall be exclusive of all sales, goods and services, use \nand other similar taxes imposed by any governmental authority concerning the \nuse of the Yahoo Properties in accordance with this Agreement, all of which \ntaxes shall be paid by Yahoo U.K.\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n7.5  AUDITING RIGHTS. To ensure compliance with the terms of this Agreement, \nYahoo shall have the right, at its own expense, to direct an independent \ncertified public accounting firm to inspect and audit all of the accounting \nand sales books and records of YAUK which are relevant to Fees amounts \npayable to Yahoo and the licenses granted by Yahoo hereunder; PROVIDED, \nHOWEVER, that:  (i) Yahoo provides fifteen (15) business days notice prior to \nsuch audit; (ii) any such inspection and audit shall be conducted during \nregular business hours in such a manner as not to interfere with normal \nbusiness activities; (iii) in no event shall audits be made hereunder more \nfrequently than twice (2) per calendar year; (iv) if any audit should \ndisclose an underpayment by YAUK, YAUK shall promptly pay such amount to \nYahoo; and (v) the cost of any audit which reveals an underpayment in excess \nof five percent (5%) of the amount owing for the reporting period in question \nshall be borne entirely by YAUK.\n\n                  ARTICLE 8:  REPRESENTATIONS AND WARRANTIES\n\n8.1  MUTUAL REPRESENTATIONS AND WARRANTIES.  Each party represents and \nwarrants to the other party that:\n\n     (i)  such party has been duly incorporated and is validly existing under \nthe laws such party is incorporated;\n\n     (ii) such party has the full corporate right, power and authority to \nenter into this Agreement and to perform the acts required of it hereunder;\n\n     (iii)     the execution of this Agreement by such party, and the \nperformance by such party of its obligations and duties hereunder, do not and \nwill not violate any agreement to which such party is a party or by which it \nis otherwise bound;\n\n     (iv) when executed and delivered by such party, this Agreement will \nconstitute the legal, valid and binding obligation of such party, enforceable \nagainst such party in accordance with its terms; and\n\n     (v)  such party acknowledges that the other party makes no \nrepresentations, warranties or agreements related to the subject matter \nhereof that are not expressly provided for in this Agreement.\n\n8.2  NO ADDITIONAL WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER \nPARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY \nREPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND \nSERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF \nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES \nARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. \n\n     ARTICLE 9:  LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n9.1  LIABILITY. EXCEPT AS PROVIDED IN SECTION 9.2, UNDER NO CIRCUMSTANCES \nSHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, \nCONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN \nADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF \nTHIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED \nPROFITS OR LOST BUSINESS.\n\n9.2  YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at \nits own expense, shall indemnify, defend (or at Yahoo's option and expense, \nsettle) and hold YAUK and its officers, directors, employees, agents, \ndistributors and licensees (the \"YAUK INDEMNIFIED PARTY(IES)\") harmless from \nand against any judgment, losses, deficiencies, damages, liabilities, costs \nand expenses (including, without limitation, reasonable attorneys' fees and \nexpenses), whether required to be paid to a third party or otherwise incurred \nin connection with or arising from any claim, suit, action or proceeding \n(collectively, a \"CLAIM\"), incurred or suffered by a YAUK Indemnified Party \nto the extent the basis of such Claim is that:  (i) the Yahoo Properties \nprovided by Yahoo to YAUK infringe any Intellectual Property Rights of a \nthird party; (ii) Yahoo does not have the right to license the Yahoo \nProperties as set forth herein; or (iii) Yahoo has breached any of its \nduties, representations or warranties under this Agreement; PROVIDED, \nHOWEVER, that Yahoo shall have no obligation to the YAUK Indemnified Parties \npursuant to this Section unless:  (x) YAUK gives Yahoo prompt written notice \nof the Claim; and (y) in the case of third party claims, Yahoo is given the \nright to control and direct the investigation, preparation, defense and \nsettlement of the Claim; and YAUK provides Yahoo with reasonable assistance \nin the defense or settlement thereof.  In connection with the defense of any \nsuch Claim, each YAUK Indemnified Party may have its own counsel in \nattendance at all public interactions and substantive negotiations at its own \ncost and expense.\n\n9.3  NO YAHOO LIABILITY. Notwithstanding the foregoing, Yahoo assumes no \nliability for infringement claims arising from:  (i) a combination of the \nYahoo Properties or any part thereof with other Components not provided by \nYahoo where such infringement would not have arisen from the use of the Yahoo \nProperties or portion thereof absent such combination; or (ii) modification \nof the Yahoo Properties or portion thereof by anyone other than Yahoo or on \nits behalf where such infringement would not have occurred but for such \nmodifications.\n\n9.4  YAHOO LIABILITY. If Yahoo receives notice of an alleged infringement \nrelating to the Yahoo Properties, Yahoo, at its option and expense, shall use \nall reasonable efforts to:  (i) obtain a license at no cost to YAUK \npermitting continued use of the Yahoo Properties on terms and conditions \nconsistent with the rights granted to YAUK hereunder; (ii) modify the \ninfringing portion of the Yahoo Properties to perform its intended function \nwithout infringing third party rights; or (iii) provide a substitute for such \ninfringing portion.  If none of the foregoing options are reasonably \navailable to Yahoo, then upon written notice by Yahoo to YAUK, YAUK shall \nthereupon take the necessary action to discontinue further distribution of \nthe Yahoo Properties to the extent that and only for so long as such use \nwould be infringing.  Notwithstanding the foregoing, this Agreement shall \nremain in full force and effect in \n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\naccordance with the terms hereof with respect to all noninfringing portions \nof the Yahoo Properties.\n\n9.5  YAUK INDEMNIFICATION. Subject to the limitations set forth below, YAUK, \nat its own expense, shall indemnify, defend (or at YAUK's option and expense, \nsettle) and hold Yahoo and any Yahoo Affiliates and their officers, \ndirectors, employees, agents, distributors and licensees (the \"YAHOO \nINDEMNIFIED PARTY(IES)\") harmless from and against any judgment, losses, \ndeficiencies, damages, liabilities, costs and expenses (including, without \nlimitation, reasonable attorneys' fees and expenses), whether required to be \npaid to a third party or otherwise incurred in connection with or arising \nfrom any claim, suit, action or proceeding (collectively, a \"CLAIM\"), \nincurred or suffered by a Yahoo Indemnified Party to the extent the basis of \nsuch Claim is that:  (i) Yahoo U.K. or any Local Content (to the extent \ndistinct from Yahoo Properties provided by Yahoo to YAUK) infringe any:  (1) \npatent; (2) copyright; (3) trade secret; or (4) trademark of a third party; \n(ii) YAUK does not have the right to license the Local Content as set forth \nherein; or (iii) YAUK has breached any of its duties, representations or \nwarranties under this Agreement; PROVIDED, HOWEVER, that YAUK shall have no \nobligation to the Yahoo Indemnified Parties pursuant to this Section unless:  \n(x) Yahoo gives YAUK prompt written notice of the Claim; and (y) in the case \nof third party claims, YAUK is given the right to control and direct the \ninvestigation, preparation, defense and settlement of the Claim; and Yahoo \nprovides YAUK with reasonable assistance in the defense or settlement \nthereof; and PROVIDED FURTHER that if any settlement results in any ongoing \nliability to, or prejudices or detrimentally impacts Yahoo or any Yahoo \nAffiliate, and such obligation, liability, prejudice or impact can reasonably \nbe expected to be material, then such settlement shall require Yahoo's \nwritten consent, which consent shall not be unreasonably withheld or delayed. \n In connection with the defense of any such Claim, each indemnified person \nmay have its own counsel in attendance at all public interactions and \nsubstantive negotiations at its own cost and expense.\n\n                              ARTICLE 10:  TERM\n\n10.1 TERM. Unless earlier terminated as provided herein, or unless otherwise \nprovided in the Joint Venture Agreement, this Agreement shall be effective \nfrom the Effective Date until the sooner of:  (i) the parties hereto mutually \nagree to terminate this Agreement; or (ii) termination of the Joint Venture \nAgreement.\n\n10.2 EARLY TERMINATION. Either party may terminate this Agreement upon \nwritten notice in the event of (i) any material breach of any warranty, \nrepresentation or covenant of this Agreement by the other party which remains \nuncured thirty (30) days after notice of such breach, or (ii) in the event of \nany bankruptcy, insolvency, receivership or similar proceeding of the other \nparty which continues for twenty (20) days from filing.\n\n10.3 RETURN OF INFORMATION. Within thirty (30) calendar days after the \ntermination or expiration of this Agreement, each party hereto shall either \ndeliver to the other, or destroy, all copies of any tangible Confidential \nInformation of the other party provided hereunder in its possession or under \nits control, and shall furnish to the other party an affidavit signed by an \n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nofficer of its company certifying that to the best of its knowledge, such \ndelivery or destruction has been fully effected.\n\n10.4 REMAINING PAYMENT. Within forty-five (45) calendar days of the \nexpiration or termination of this Agreement, each party shall pay to the \nother party all sums, if any, due and owing as of the date of expiration or \ntermination.\n\n10.5 SURVIVAL. The respective rights and obligations of the parties under \nSections 1, 4.1, 4.2, 4.3, 5.1, 5.3, 7.4, 10.3, 10.4, and 10.5. and Articles \n6, 8, 9, and 11 shall survive expiration or termination of this Agreement.  \nNo termination or expiration of this Agreement shall relieve any party for \nany liability for any breach of or liability accruing under this Agreement \nprior to termination.\n\n                          ARTICLE 11:  MISCELLANEOUS\n\n11.1 GOVERNING LAW; JURISDICTION. This Agreement shall be interpreted and \nconstrued in accordance with the laws of the State of California, and with \nthe same force and effect as if fully executed and performed therein, and the \nlaws of the United States of America.  Each of YAUK and Yahoo hereby consents \nand submits to the personal jurisdiction of the United States and state \ncourts of the State of California, and expressly agrees that the venue for \nany action arising under this Agreement shall be the appropriate court \nsitting within the Northern District of California.\n\n11.2 AMENDMENT OR MODIFICATION. This Agreement may not be amended, modified \nor supplemented by the parties in any manner, except by an instrument in \nwriting signed on behalf of each of the parties by a duly authorized officer \nor representative.\n\n11.3 NO ASSIGNMENT. Neither party shall transfer or assign any rights or \ndelegate any obligations hereunder, in whole or in part, whether voluntarily \nor by operation of law, without the prior written consent of the other party. \n Any purported transfer, assignment or delegation by either party without the \nappropriate prior written approval shall be null and void and of no force or \neffect.  Notwithstanding the foregoing, without securing such prior consent, \neach party shall have the right to assign this Agreement or any of its rights \nor obligations to an Affiliate provided that such party continues to be \nliable for the performance of its obligations and either party shall have the \nright to assign this Agreement and the obligations hereunder to any successor \nof such party by way of merger or consolidation or the acquisition of \nsubstantially all of the business and assets of the assigning party relating \nto the Agreement.\n\n11.4 NOTICES. Except as otherwise provided herein, any notice or other \ncommunication to be given hereunder shall be in writing and shall be (as \nelected by the party giving such notice):  (i) personally delivered; (ii) \ntransmitted by postage prepaid registered or certified airmail, return \nreceipt requested; (iii) deposited prepaid with a nationally recognized \novernight courier service; or (iv) sent via facsimile, with a confirmation \ncopy sent via first class mail. Unless otherwise provided herein, all notices \nshall be deemed to have been duly given on:  (x) the date of receipt (or if \ndelivery is refused, the date of such refusal) if delivered personally or by \ncourier; or (y) three (3) days after the date of posting if transmitted by \nmail.  Either party may \n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nchange its address for notice purposes hereof on not less than three (3) days \nprior notice to the other party.  Notice hereunder shall be directed to a \nparty at the address for such party which is set forth below:\n\n     To Yahoo:      Yahoo! Inc.\n                    3400 Central Expressway\n                    Santa Clara, CA  95051   \n                    Attention:  President\n                    Fax:  (408) 731-3301\n\n     Copy to:       James L. Brock\n                    Venture Law Group\n                    2800 Sand Hill Road\n                    Menlo Park, California  94025\n                    Fax:  (415) 233-8386\n\n     To YAUK:       Yahoo! U.K.\n                    Cottons Centre \n                    Hayes Lane \n                    London SE1 2QT U.K.\n                    Attn:  Managing Director\n                    Fax:  [________________]\n                    ---------------------------\n\n     Copy to YAUK counsel as identified or direct by YAUK.\n\n11.5 ENTIRE AGREEMENT. This Agreement represents the entire agreement of the \nparties with respect to the subject matter hereof and supersedes all prior \nand\/or contemporaneous agreements and understandings, written or oral between \nthe parties with respect to the subject matter hereof.\n\n11.6 WAIVER. Any of the provisions of this Agreement may be waived by the \nparty entitled to the benefit thereof.  Neither party shall be deemed, by any \nact or omission, to have waived any of its rights or remedies hereunder \nunless such waiver is in writing and signed by the waiving party, and then \nonly to the extent specifically set forth in such writing.  A waiver with \nreference to one event shall not be construed as continuing or as a bar to or \nwaiver of any right or remedy as to a subsequent event.\n\n11.7 FEES AND EXPENSES. Each party shall be responsible for the payment of \nits own costs and expenses, including attorneys' fees and expenses, in \nconnection with the negotiation and execution of this Agreement.\n\n11.8 RECOVERY OF COSTS AND EXPENSES. If either party to this Agreement brings \nan action against the other party to enforce its rights under this Agreement, \nthe prevailing party shall be \n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nentitled to recover its costs and expenses, including without limitation, \nattorneys' fees and costs incurred in connection with such action, including \nany appeal of such action.\n\n11.9 SEVERABILITY. If the application of any provision or provisions of this \nAgreement to any particular facts of circumstances shall be held to be \ninvalid or unenforceable by any court of competent jurisdiction, then:  (i) \nthe validity and enforceability of such provision or provisions as applied to \nany other particular facts or circumstances and the validity of other \nprovisions of this Agreement shall not in any way be affected or impaired \nthereby; and (ii) such provision or provisions shall be reformed without \nfurther action by the parties hereto and only to the extent necessary to make \nsuch provision or provisions valid and enforceable when applied to such \nparticular facts and circumstances.\n\n11.10     OTHER AGREEMENTS. Neither party shall agree to any contractual \nprovision or term in any agreement with any third party which contains a \nprovision or term which cause such party to be in breach of or violates this \nAgreement.\n\n11.11     NO DISCLOSURE.  Without the prior written consent of the other \nparty, neither party shall, in any manner, disclose, advertise, or publish \nthe terms of, or any information concerning, this Agreement; PROVIDED, \nHOWEVER, that either party may disclose such portions of this Agreement as \nmay be required by law, subject to the provisions of Article 5 hereto.\n\n11.12     NO THIRD PARTY BENEFICIARIES.  Nothing express or implied in this \nAgreement is intended to confer, nor shall anything herein confer, upon any \nperson other than the parties and the respective successors or assigns of the \nparties, any rights, remedies, obligations or liabilities whatsoever.\n\n11.13     COUNTERPARTS; FACSIMILES. This Agreement may be executed in any \nnumber of counterparts, each of which when so executed and delivered shall be \ndeemed an original, and such counterparts together shall constitute one and \nthe same instrument.  Each party shall receive a duplicate original of the \ncounterpart copy or copies executed by it.  For purposes hereof, a facsimile \ncopy of this Agreement, including the signature pages hereto, shall be deemed \nto be an original.  Notwithstanding the foregoing, the parties shall each \ndeliver original execution copies of this Agreement to one another as soon as \npracticable following execution thereof.\n\n     IN WITNESS WHEREOF, the parties to this Agreement by their duly \nauthorized representatives have executed this Agreement as of the date first \nabove written.\n\nYAHOO! U.K.                        YAHOO! INC.\n\nBy:  \/S\/ HEATHER KILLEN            By:  \/s\/ TIMOTHY KOOGLE  \n   ----------------------------       -----------------------------\n   Name:  Heather Killen              Name:  Timothy Koogle\n   Title:  President &amp; CEO            Title:  President\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                  EXHIBIT A\n\n                     YAHOO U.K. TECHNICAL SPECIFICATIONS\n\nI.  TECHNICAL SPECIFICATIONS\n\n    Yahoo will provide HTML Tree and Search Tree data files described below, \nto YAUK:  PROVIDED, HOWEVER, that Yahoo reserves the right to modify the \nstructure of its HTML tree and search tree from time to time as Yahoo deems \nnecessary in connection with similar modifications that are made to the Yahoo \nInternet Directory on Yahoo's principal WWW site.\n\n         (A)  HTML TREE:  The file format of individual data files is in HTML \nformat.  The hierarchical directory structure is implemented using UNIX file \nsystem.\n\n         (B)  SEARCH TREE:  The search index format is a flat file text format \nthat is subject to update.\n\nII. TOOLS AND SEARCH ENGINE\n\n    Yahoo will provide to YAUK the following tools for use in connection with \nYahoo U.K.  Subject to the terms and conditions of this Agreement, Yahoo \nreserves the right to add, delete and modify from this list so long as the \nservice is not degraded or interrupted significantly, and Yahoo notifies YAUK \nin advance and works with YAUK in good faith before making any such changes.\n\n    A.   HTTP SERVER:  A C program compiled on the hardware platform \nprovided.  The initial version of HTTP software will be proprietary to Yahoo. \nSubject to the terms and conditions of this Agreement, this software may be \nreplaced by third party software in the future.\n\n    B.   SEARCH SERVER:  A C program compiled on the hardware provided.  This \nsoftware is proprietary to Yahoo.  Subject to the terms and conditions of \nthis Agreement, Yahoo reserves the right to change the search engine to a \nthird party software at Yahoo's discretion without notice.\n\n    C.   CGI SCRIPTS:  These scripts are either written in C or in Perl.  The \nplatforms must have Perl installed.\n\n    D.   UTILITY SCRIPTS:  These scripts are written in Perl or similar shell \nlanguages.  The platform must support cron jobs and have Perl, and other \nrequired shell environments, installed.\n\n    E.   LOG DATA TOOL:  This software tool, which is proprietary to Yahoo, \nis a set of CGI scripts written in Perl that summarize, analyze, and display \nsummary information regarding Log Data.  Yahoo will use this tool to remotely \naccess Log Data collected by YAUK pursuant to this Agreement. \n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                  EXHIBIT B\n\n                           YAHOO BRAND GUIDELINES\n\n1.  GENERAL.  The Yahoo Brand Features may be used by YAUK only in connection \nwith the exercise of YAUK's rights pursuant to this Agreement, and only with \nthe promotion of the use of Yahoo Properties and Yahoo Products pursuant to \nthe terms of this Agreement and only in a manner consistent with proper usage \nof the trademarks, trade names, service marks, service names and other \nelements that are contained.\n\n2.  APPEARANCE OF LOGOS.  Yahoo and YAUK will use their best efforts to ensure \nthat the presentation of the Yahoo Brand Features shall be consistent with \nYahoo's use of the Yahoo Brand Features on Yahoo's URLs.  YAUK shall use the \nYahoo Brand Features in a manner reasonably consistent with other key third \nparty content used by YAUK in connection with Yahoo U.K.\n\n3.  NOTICES.  All trademarks and service marks included in the Yahoo Brand \nFeatures shall be designated with \"SM\", \"TM\", \"-Registered Trademark-\", in \nthe manner directed by Yahoo.\n\n4.  APPEARANCE.  Promptly following the Effective Date, and from time to time \nduring the Term, Yahoo shall provide YAUK with written guidelines for the \nsize, typeface, colors and other graphic characteristics of the Yahoo Brand \nFeatures, which upon delivery to YAUK shall be deemed to be incorporated into \nthe \"Yahoo Brand Guidelines\" under this Agreement.\n\n5.  RESTRICTIONS UPON USE.  Unless otherwise mutually agreed, the Yahoo Brand \nFeatures shall not be presented or used by YAUK:\n\n    A.   in a manner that could be reasonably interpreted to suggest that any \neditorial content other than the Yahoo Service has been authored by, or \nrepresents the views or opinions of, Yahoo or any Yahoo personnel;\n\n    B.   in a manner that is misleading, defamatory, libelous, obscene or \notherwise objectionable, in Yahoo's reasonable opinion;\n\n    C.   in a way that infringes, derogates, dilutes or impairs the rights of \nYahoo in the Yahoo Brand Features; \n\n    D.   for the purposes of promoting the sale, license or other transfer \nfor value of property or services, other than in connection with the \npromotion of the sale and use of Yahoo U.K.; or\n\n    E.   as part of a name of a product or service of a company other than \nYahoo, except as expressly provided in this Agreement.\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n6.  REMEDY.  YAUK will make any changes to its use of the Yahoo Brand Features \nas are reasonably requested by Yahoo.\n\n7.  REVISIONS.  These Guidelines may be modified as may be reasonably \nnecessary at any time by Yahoo upon written notice to YAUK.\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                  EXHIBIT C\n\n                       COMPETITIVE NAVIGATIONAL TOOLS\n\nCompetitive Navigational Tools shall include the Internet directories and\nInternet search tools including, but not limited to those listed below or\noffered by a party listed below:\n\n[XXXX]\n\n\n\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                  EXHIBIT D\n\n                                LICENSE FEES\n\n\nLicense fee: [XXXX] for each year of this Agreement.\n\n\n\n\n                    [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                  EXHIBIT E\n\n                             YAHOO U.K. LOG DATA\n\nEach time a customer accesses Yahoo U.K., Yahoo requires the following User \nLog Data from YAUK:\n\n1. The customer's Internet protocol address;\n\n2. The date and time of access;\n\n3. A description of the page of Yahoo U.K. accessed\n   (e.g.,\/Entertainment\/Games\/Video Games\/)\n\n\n\n\n\n\n                    [X]   CONFIDENTIAL TREATMENT REQUESTED\n\n\n                                   -i-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9377],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9617],"class_list":["post-42412","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-yahoo-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42412","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=42412"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42412"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42412"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42412"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}