{"id":42484,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-yahoo-inc-and-yahoo-deutschland.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-yahoo-inc-and-yahoo-deutschland","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-yahoo-inc-and-yahoo-deutschland.html","title":{"rendered":"License Agreement &#8211; Yahoo! Inc. and Yahoo! Deutschland"},"content":{"rendered":"<pre>\n                      YAHOO! DEUTSCHLAND LICENSE AGREEMENT\n\n\n\n       This YAHOO! DEUTSCHLAND LICENSE AGREEMENT (the \"AGREEMENT\") is entered \ninto as of this 1st day of November, 1996 (the \"EFFECTIVE DATE\") by and \nbetween:\n\n       YAHOO! INC., a California corporation (\"YAHOO\") with a principal \noffice at 3400 Central Expressway, Santa Clara, CA  95051; and\n\n       YAHOO! DEUTSCHLAND, a corporation organized under the laws of Germany \n(\"YADE\"), with a principal office at ______________________________________; \nwith reference to the following: \n\n                                    RECITALS\n\n       The following provisions form the basis for, and are hereby made a \npart of, this Agreement:\n\n       A.   Yahoo owns, operates and distributes a leading index and \ndirectory of Internet resources, including a hierarchical index, information \nindexing and retrieval software; and\n\n       B.   YADE has been organized with 70% owned by Yahoo and 30% owned by \nSB Holdings (Europe) Ltd., pursuant to a joint venture agreement entered into \nconcurrently herewith (the \"JOINT VENTURE AGREEMENT\"), in order to operate in \nGermany a localized version of the Yahoo Guide, to develop related on-line \nnavigational services in Germany, and to conduct certain other businesses \nrelating to such activities.\n\n                                   AGREEMENT\n\n       NOW, THEREFORE, in consideration of the mutual covenants and \nconditions set forth herein and other good and valuable consideration, the \nreceipt and sufficiency of which are hereby acknowledged, the parties hereto \ndo hereby agree 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 partnership or other\nownership interests, by contract or otherwise).  Without limiting the \n\n\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nforegoing, joint control of an Entity with one or more other persons or \nEntities 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 \n\"compilations\", within the meaning of such terms as defined in the U.S. \nCopyright Act (17 U.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 \nfunctionalities, additions, extensions or improvements to Yahoo.DE that are \ncreated or developed jointly by YADE, on the one hand, and Yahoo, its \nAffiliates (other than YADE, Yahoo! France, or Yahoo! UK) or their agents, on \nthe other hand, including any Components which are jointly contributed to \nYahoo.DE.\n\n       \"LAUNCH DATE\" shall mean the first date on which Yahoo.DE is made \ngenerally available to the public in the Territory.\n\n                                     -2-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n       \"LOCAL CONTENT\" shall mean content, including WWW site listings, added \nto Yahoo.DE by YADE 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 YADE's WWW site(s) in the Territory \nthrough which the Yahoo Properties are made available to Yahoo.DE Users.\n\n       \"LOG DATA\" shall mean all data generated by an Internet server that \nrelates to file requests, user identification, session times and similar \navailable information, including information set forth by EXHIBIT E.\n\n       \"TERRITORY\" shall mean Germany, exclusive of its territories and \nprotectorates.\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 \nYahoo Brand Features, as specifically set forth in EXHIBIT B attached hereto, \nas such may be reasonably amended from time to time by Yahoo.\n\n       \"YAHOO.DE\" 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.DE DERIVATIVE WORKS\" shall mean Derivative Works created from \nthe Yahoo Properties, including:  (i) any German customizations and \ntranslations necessary for the customer market in the Territory, created by \nYADE from Yahoo Properties for use in Yahoo.DE; and (ii) new properties, \nincluding regional directories and localized directories, for example a \nYahoo.Berlin, that are directed to the Territory or that are necessary to \nbuild Yahoo.DE in the Territory; PROVIDED, HOWEVER, that YADE shall obtain \nprior approval from Yahoo for any such new properties that have a scope \nintended to extend beyond the market of the Territory. \n\n       \"YAHOO.DE SITE\" shall mean one or more servers on which, collectively, \nYahoo.DE and the Localized Site will be made available pursuant to this \nAgreement.\n\n       \"YAHOO.DE USERS\" shall mean Internet-users to whom YADE provides \naccess to Yahoo.DE.\n\n                                     -3-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\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 YADE.\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.DE.\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 YADE hereunder which \nYahoo shall use reasonable efforts to obtain).\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 \nform, and related know how, that are owned or operated by Yahoo and required \nfor the 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, HOWEVER, that the \n\"Yahoo Software\" does not include third party software or materials that \nYahoo does not have the right to sublicense to YADE 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\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 with \nits terms and without any rules of construction relating to which party \ndrafted the Agreement being applied in favor of or against either party.\n\n                                     -4-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\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\n                         ARTICLE 2:  GRANT OF RIGHTS\n\n2.1    LICENSE TO YAHOO SERVICE PRIOR TO YAHOO.DE LAUNCH. Subject to all of \nthe terms and conditions of this Agreement, Yahoo hereby grants to YADE, 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 \nYahoo.DE Users to use, the Yahoo Service in electronic, on-line form and in \nthe manner described in this Agreement, via the Internet in the Territory;\n\n       (ii)   reproduce the Yahoo Service in electronic, on-line form for \ninternal back-up and archival purposes; and\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 YADE's internal use in furtherance of such modifying.\n\n2.2    LICENSE TO YAHOO SYSTEM AND YAHOO.DE  Subject to all of the terms and \nconditions of this Agreement, Yahoo hereby grants to YADE, 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.DE;\n\n       (ii)   reproduce copies of the Yahoo Software solely for YADE's \ninternal use in creating Yahoo.DE Derivative Works;\n\n       (iii)  use, reproduce, display, perform, transmit, market, promote, \nand permit Yahoo.DE Users to use, Yahoo.DE in on-line form and in the manner \ndescribed in this Agreement, via the Internet in the Territory;\n\n       (iv)   use and reproduce any and all Yahoo Software (in object code \nform only) associated with the Yahoo Properties solely to facilitate the \nexploitation of the Yahoo Properties as anticipated and described in this \nAgreement;\n\n       (v)    create Yahoo.DE Derivative Works, solely for use, \nincorporation, and integration in Yahoo.DE and solely as necessary for \nlocalizing Yahoo.DE for the consumer \n\n                                     -5-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n       (vi)   market in the Territory, subject to the terms and limitations set \nforth in Section 2.4 of  this Agreement; anduse, distribute, reproduce, transmit\nand display the Yahoo Brand Features in connection with the exercise of YADE's \nrights to Yahoo.DE; \n\nPROVIDED, HOWEVER, that Yahoo.DE 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 Properties.\n\n2.3    [XXXX].\n\n2.4    NO OTHER RIGHTS. Except as expressly provided in this Agreement, YADE \nshall:  (i) only distribute or make available Yahoo.DE in its entirety as a \ncomplete work; PROVIDED, HOWEVER, that YADE may omit directories, categories, \nsubcategories, and products that YADE determines is irrelevant or \ninapplicable to the Territory, subject to Yahoo's approval which shall not \nunreasonably be withheld; (ii) subject to the provisions of Section 2.3, not \ndistribute or make available the Yahoo Services or Yahoo.DE other than in \non-line electronic form; and (iii) not remove any copyright, trademark, or \nother proprietary rights notices from any of the Yahoo Properties or Yahoo \nProducts.  No rights or licenses are granted by Yahoo to YADE 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, and customize, the Yahoo System for the purpose of \ndeveloping, creating, operating, maintaining, marketing, promoting, \ndistributing, or otherwise commercially exploiting a version of the Yahoo \nService that is customized or localized for the Territory; or (ii) modify and \ncustomize the Yahoo System for the purpose of developing, creating, \noperating, maintaining, marketing, promoting, distributing, or otherwise \ncommercially exploiting a version of the Yahoo Service that is customized or \nlocalized for the Territory.  Nothing contained in this Agreement shall limit \nor in any way restrict Yahoo's right to advertise or promote the Yahoo System \nor any Derivative Works thereof outside of the Territory, or to advertise or \npromote the Yahoo System in any media that originates outside of the \nTerritory; PROVIDED, HOWEVER, that such advertisements and promotions are not \nspecifically targeted to Yahoo.DE or the market for Yahoo.DE 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 YADE. Subject to all of the terms and conditions of \nthis Agreement, YADE 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 \nYADE, which approval shall not be unreasonably withheld; and PROVIDED, \nFURTHER, that for a \n\n                                     -6-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nperiod of six (6) months after the Effective Date of this Agreement, Yahoo \nwill neither:  (i) market or promote the Local Content in the Extension \nCountries; nor (ii) market or promote Derivative Works targeted specifically \nto the Extension Countries and based on the Local Content, in the Extension \nCountries. Subject to the foregoing license grant, YADE retains all right, \ntitle and interest in and to the Local Content.\n\n                    ARTICLE 3:  OBLIGATIONS OF THE PARTIES\n\n3.1    YAHOO.DE CONTENT.  Yahoo.DE 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 YADE with Yahoo \nProperties to the extent necessary to launch the Yahoo.DE Site and for YADE \nto create Yahoo.DE Derivative Works for incorporation into Yahoo.DE  In the \nevent that YADE wants to post or incorporate any new service, content (other \nthan Local Content), or sponsorships on Yahoo.DE, YADE shall obtain Yahoo's \nprior written consent, which consent shall not be unreasonably withheld.\n\n3.2    LOCAL CONTENT.  YADE shall be solely responsible for collecting, \ntranslating, and classifying Local Content.  YADE may eliminate from Yahoo.DE \nsuch Components that are unrelated to directory, index, or search functions \nas YADE deems appropriate, subject to Yahoo's prior approval, which shall not \nunreasonably be withheld.\n\n3.3    RESTRICTIVE COVENANT.  During the Term, YADE agrees that it shall not: \n(i) enter into a commercial arrangement or transaction with any person for \nthe customization, translation, or localization of a Competitive Navigational \nTool for the consumer market of the Territory and for use within the \nTerritory; or (ii) develop, commercialize, market or promote any Competitive \nNavigational Tool.  Without limiting the foregoing, YADE shall not provide \nany on-line advertising that contains a direct hypertext link to any \nCompetitive Navigational Tool; PROVIDED, HOWEVER, that nothing herein shall \nprohibit Yahoo.DE from including links contained in the Yahoo Service, or \nsuch links as may be reasonably agreed to by Yahoo.\n\n3.4    MESSAGE BAR.  Yahoo shall have the right, upon reasonable advance \nnotice to YADE, to place non-advertising Components from Yahoo directed to \nthe global marketplace, on the home page of Yahoo.DE for up to five (5) \nconsecutive days.(1)\n\n3.5    ADVERTISING REVENUE.  The parties hereto agree that all revenues and \nincome derived by YADE in connection with advertising, marketing and \npromotional information in Yahoo.DE, and distribution of the Yahoo Service in \nthe Territory pursuant to Section 2.1 hereto,  shall accrue solely to YADE, \nsubject to the calculation and payment of the Fees as set out in EXHIBIT D \nattached hereto.  YADE shall be solely and exclusively responsible for \nensuring that all advertising, marketing and promotional information \nconducted and provided by YADE \n\n------------------------\n(1) By way of example, but not of limitation, in the event that one of \nYahoo's directors or officers desires to send a global message to all users \nof Yahoo concerning introduction of a new Yahoo Property or news relating to \nYahoo or a Yahoo Property, then such message would appear in the message bar \nas contemplated under this Agreement.\n\n                                     -7-\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    YADE COVENANTS.  In addition to the representations and warranties of \nSection 6.1 hereto, YADE covenants to use its best efforts to assure that:\n\n       (i)    the Components and Local Content which YADE includes in or \nassociates with Yahoo.DE 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)   YADE's performance of this Agreement shall comply in all \nmaterial respect with, and neither contravene, breach nor infringe, any laws \nor regulations of the Territory;\n\n       (iii)  the Local Content provided by YADE shall not contain any \nobscene or defamatory materials, information, data or content, as such may be \nfinally determined by a court of competent jurisdiction; and\n\n       (iv)   all translations performed by YADE, either directly or under \nYADE's instructions, shall be accurate.\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 YADE with advance notice \nof such technology change; (ii) assist YADE in managing the transition by \nYADE from the current technology to the New Technology for Yahoo.DE; and \n(iii) assist YADE in obtaining such New Technology.  Yahoo will bear \nreasonable start-up costs associated with establishing the New Technology for \nYahoo.DE so that Yahoo.DE operates at essentially the same or better \noperating level (with respect to speed and responsiveness of Yahoo.DE in \nresponse to a user query) that Yahoo.DE 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 \nYADE; 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 YADE 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 YADE hereby agree that all right, title and \ninterest in and to the Yahoo System and the Yahoo.DE 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.DE (including, but not limited to all Intellectual Property Rights \nthereto) shall solely vest with, and be owned by, Yahoo.  YADE assigns any \ninterest it may be deemed to possess in any such Yahoo System or Yahoo.DE \nDerivative Works to Yahoo and will assist Yahoo in every reasonable way, at \nYahoo's expense, to obtain, secure, perfect, \n\n                                     -8-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nmaintain, defend and enforce for Yahoo's benefit all Intellectual Property \nRights with respect to the Yahoo System and Yahoo.DE Derivative Works.\n\n4.2    JOINT ENHANCEMENTS.  Joint Enhancement shall be jointly owned by YADE \nand Yahoo.  Any use of such Joint Enhancements other than for the Yahoo \nService or in connection with Yahoo.DE, as appropriate, by either party shall \nrequire the approval of the other party, with approval shall not be \nunreasonably withheld.\n\n4.3    LOG DATA. YADE will provide Yahoo with access to all Log Data \ncontaining the categories set forth in EXHIBIT E from use of Yahoo.DE via \nYahoo's Log Data Tool as described in EXHIBIT A.  All Log Data shall be \nmaintained as Confidential Information by each of YADE and Yahoo.  \nNotwithstanding the foregoing, no party shall be prohibited from providing \nLog Data to any third party (on a confidential basis) for aggregation or \nanalysis, or otherwise on an aggregated basis to advertisers, potential \nadvertisers and other third parties in connection with the sale of \nadvertising, or to third parties in connection with market research and \nsimilar publishing. Yahoo shall own all rights, title, and interest in and to \nany and all Log Data generated on any Yahoo Service site in the Territory, \nincluding Yahoo.DE; PROVIDED, HOWEVER, Yahoo shall grant to YADE a \nnon-exclusive, royalty-free license to use and reproduce such Log Data for \ninternal, non-commercial purposes only to Log Data generated at a Localized \nSite operated via the Internet.\n\n                              ARTICLE 5: TRADEMARKS\n\n5.1    ACKNOWLEDGMENT OF OWNERSHIP. YADE acknowledges that:  (i) as between \nYADE and Yahoo, Yahoo owns all right, title and interest in the Yahoo Brand \nFeatures; and (ii) neither YADE 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.DE pursuant \nto this Agreement.\n\n5.2    USAGE GUIDELINES. YADE's use of the Yahoo Brand Features shall adhere \nto the Yahoo Brand Guidelines set forth in EXHIBIT B attached hereto. In any \nevent, YADE's use of the Yahoo Brand Features shall be at least of a quality \nand standard reasonably commensurate with YADE's use of its own trademarks.  \nThroughout the Term of this Agreement, Yahoo shall promptly provide YADE with \nall written details of, samples of and artwork for all Yahoo Brand Features \nas required by YADE for performing its rights and obligations under this \nAgreement. YADE 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. YADE 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. \n If any use of the Yahoo Brand Features by YADE fails to satisfy such quality \nstandards and YADE does not promptly cure such failure, Yahoo may terminate \nYADE's right to use such Yahoo Brand Features.\n\n5.3    NO ADVERSE CLAIM. YADE 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 \n\n                                    -9-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nthe parties, YADE will not:  (i) register, seek to register, or cause to be \nregistered any of the Yahoo Brand Features without Yahoo's prior written \nconsent; (ii) adopt or use Yahoo Brand Features or any confusingly similar \nword or symbol as part of YADE's company name, or on or in connection with \nany of YADE's products or services; or (iii) allow Yahoo Brand Features to be \nused by others, without Yahoo's prior written 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 \napply to directors, officers, employees and representatives of the parties \nand any other person to whom the parties have delivered copies of, or \npermitted access to, such Confidential Information in connection with the \nperformance of this Agreement, and each party shall advise each of the above \nof the obligations set forth in this Article 6.\n\n6.4    THIRD PARTY CONFIDENTIAL INFORMATION. Any Confidential Information of \na third party disclosed to either party shall be treated by YADE 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 \n\n                                    -10-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nand provided further that either party may decline, in its sole discretion, \nto accept all or any portion of such third party Confidential Information.\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. YADE shall pay to Yahoo, as full and complete \nremuneration for the performance of all of Yahoo's obligations hereunder, the \nlicense fees that are set forth in EXHIBIT D attached hereto (the \"FEES\").  \nAll payments under this Agreement shall be made by wire transfer to an \naccount designated by Yahoo, within thirty (30) days of the end of the \nquarter in which such amounts are collected by YADE, and shall be accompanied \nby a written report signed by an authorized YADE officer setting forth a \ndescription of transactions given rise to payments in detail sufficient to \nsupport calculations of the amounts paid, as well as such other similar \ninformation as 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 YADE 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 YADE 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 YADE \nto Yahoo \n\n                                    -11-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nhereunder shall be exclusive of all sales, goods and services, use and other \nsimilar taxes imposed by any governmental authority concerning the use of the \nYahoo Properties in accordance with this Agreement, all of which taxes shall \nbe paid by Yahoo.DE\n\n7.5    AUDITING RIGHTS. To ensure compliance with the terms of this \nAgreement, Yahoo shall have the right, at its own expense, to direct an \nindependent certified public accounting firm to inspect and audit all of the \naccounting and sales books and records of YADE which are relevant to Fees \namounts payable to Yahoo and the licenses granted by Yahoo hereunder; \nPROVIDED, HOWEVER, that:  (i) Yahoo provides fifteen (15) business days \nnotice prior to such audit; (ii) any such inspection and audit shall be \nconducted during regular business hours in such a manner as not to interfere \nwith normal business activities; (iii) in no event shall audits be made \nhereunder more frequently than twice (2) per calendar year; (iv) if any audit \nshould disclose an underpayment by YADE, YADE shall promptly pay such amount \nto Yahoo; and (v) the cost of any audit which reveals an underpayment in \nexcess of five percent (5%) of the amount owing for the reporting period in \nquestion shall be borne entirely by YADE.\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 \nunder the 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, \nNEITHER PARTY 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                                    -12-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n       ARTICLE 9:  LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION\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 YADE and its officers, directors, employees, agents, \ndistributors and licensees (the \"YADE 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 YADE Indemnified Party \nto the extent the basis of such Claim is that:  (i) the Yahoo Properties \nprovided by Yahoo to YADE 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 YADE Indemnified Parties \npursuant to this Section unless:  (x) YADE 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 YADE provides Yahoo with reasonable assistance \nin the defense or settlement thereof.  In connection with the defense of any \nsuch Claim, each YADE 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; (ii) modification of \nthe Yahoo Properties or portion thereof by anyone other than Yahoo or on its \nbehalf where such infringement would not have occurred but for such \nmodifications; or (iii) translation errors or inaccuracies caused, either \ndirectly or indirectly, by YADE.\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 YADE \npermitting continued use of the Yahoo Properties on terms and conditions \nconsistent with the rights granted to YADE 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 YADE, YADE shall \nthereupon take the necessary action to discontinue further distribution of \n\n                                    -13-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\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 accordance with the terms hereof with \nrespect to all noninfringing portions of the Yahoo Properties.\n\n9.5    YADE INDEMNIFICATION. Subject to the limitations set forth below, \nYADE, at its own expense, shall indemnify, defend (or at YADE's option and \nexpense, settle) 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.DE or any Local Content (to the extent \ndistinct from Yahoo Properties provided by Yahoo to YADE) infringe any:  (1) \npatent; (2) copyright; (3) trade secret; or (4) trademark of a third party; \n(ii) YADE does not have the right to license the Local Content as set forth \nherein; or (iii) YADE has breached any of its duties, representations or \nwarranties under this Agreement; PROVIDED, HOWEVER, that YADE shall have no \nobligation to the Yahoo Indemnified Parties pursuant to this Section unless:  \n(x) Yahoo gives YADE prompt written notice of the Claim; and (y) in the case \nof third party claims, YADE is given the right to control and direct the \ninvestigation, preparation, defense and settlement of the Claim; and Yahoo \nprovides YADE 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. \nIn 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 \notherwise provided in the Joint Venture Agreement, this Agreement shall be \neffective from the Effective Date until the sooner of:  (i) the parties \nhereto mutually agree to terminate this Agreement; or (ii) termination of the \nJoint Venture Agreement.\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 \n\n                                    -14-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\ncopies of any tangible Confidential Information of the other party provided \nhereunder in its possession or under its control, and shall furnish to the \nother party an affidavit signed by an officer of its company certifying that \nto the best of its knowledge, such delivery or destruction has been fully \neffected.\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 YADE 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. \nAny 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 \nnotices shall be deemed to have been duly given on:  (x) the date \n\n                                    -15-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nof receipt (or if delivery is refused, the date of such refusal) if delivered \npersonally or by courier; or (y) three (3) days after the date of posting if \ntransmitted by mail.  Either party may change its address for notice purposes \nhereof on not less than three (3) days prior notice to the other party.  \nNotice hereunder shall be directed to a party at the address for such party \nwhich 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 YADE:         Yahoo! Deutschland\n                        Riesstrasse 25,\n                        Block C, 4th Floor\n                        8000 Munich 50\n                        Germany\n                        Attention:  Managing Director\n                        Fax:  [________________]\n                        -----------------------------\n\n       Copy to YADE counsel as identified or direct by YADE.\n\n11.5   ENTIRE AGREEMENT. This Agreement represents the entire agreement of \nthe parties with respect to the subject matter hereof and supersedes all \nprior and\/or contemporaneous agreements and understandings, written or oral \nbetween the 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\n                                    -16-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n11.8   RECOVERY OF COSTS AND EXPENSES. If either party to this Agreement \nbrings an action against the other party to enforce its rights under this \nAgreement, the prevailing party shall be entitled to recover its costs and \nexpenses, including without limitation, attorneys' fees and costs incurred in \nconnection with such action, including any appeal of such action.\n\n11.9   SEVERABILITY. If the application of any provision or provisions of \nthis Agreement 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 party, \nneither party shall, in any manner, disclose, advertise, or publish the terms \nof, or any information concerning, this Agreement; PROVIDED, HOWEVER, that \neither party may disclose such portions of this Agreement as may be required \nby 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 number \nof counterparts, each of which when so executed and delivered shall be deemed \nan original, and such counterparts together shall constitute one and the same \ninstrument.  Each party shall receive a duplicate original of the counterpart \ncopy or copies executed by it.  For purposes hereof, a facsimile copy of this \nAgreement, including the signature pages hereto, shall be deemed to be an \noriginal.  Notwithstanding the foregoing, the parties shall each deliver \noriginal 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! DEUTSCHLAND                 YAHOO! INC.\n\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                                    -17-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                  EXHIBIT A\n\n                      YAHOO.DE TECHNICAL SPECIFICATIONS\n\nI.     TECHNICAL SPECIFICATIONS\n\n       Yahoo will provide HTML Tree and Search Tree data files described \nbelow, to YADE:  PROVIDED, HOWEVER, that Yahoo reserves the right to modify \nthe structure of its HTML tree and search tree from time to time as Yahoo \ndeems necessary in connection with similar modifications that are made to the \nYahoo Internet Directory on Yahoo's principal WWW site.\n\n              (A)   HTML TREE:  The file format of individual data files is \nin HTML format.  The hierarchical directory structure is implemented using \nUNIX file system.\n\n              (B)   SEARCH TREE:  The search index format is a flat file text \nformat that is subject to update. \n\nII.    TOOLS AND SEARCH ENGINE \n\n       Yahoo will provide to YADE the following tools for use in connection \nwith Yahoo.DE  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 YADE \nin advance and works with YADE 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.  \nThis software is proprietary to Yahoo.  Subject to the terms and conditions \nof this 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. \n The platforms must have Perl installed.\n\n       D.     UTILITY SCRIPTS:  These scripts are written in Perl or similar \nshell languages.  The platform must support cron jobs and have Perl, and \nother required shell environments, installed.\n\n       E.     LOG DATA TOOL:  This software tool, which is proprietary to \nYahoo, is a set of CGI scripts written in Perl that summarize, analyze, and \ndisplay summary information regarding Log Data.  Yahoo will use this tool to \nremotely access Log Data collected by YADE pursuant to this Agreement. \n\n                                     -i-\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 YADE only in \nconnection with the exercise of YADE's rights pursuant to this Agreement, and \nonly with the promotion of the use of Yahoo Properties and Yahoo Products \npursuant to the terms of this Agreement and only in a manner consistent with \nproper usage of the trademarks, trade names, service marks, service names and \nother elements that are contained.\n\n2.     APPEARANCE OF LOGOS.  Yahoo and YADE will use their best efforts to \nensure that the presentation of the Yahoo Brand Features shall be consistent \nwith Yahoo's use of the Yahoo Brand Features on Yahoo's URLs.  YADE shall use \nthe Yahoo Brand Features in a manner reasonably consistent with other key \nthird party content used by YADE in connection with Yahoo.DE\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 \ntime during the Term, Yahoo shall provide YADE with written guidelines for \nthe size, typeface, colors and other graphic characteristics of the Yahoo \nBrand Features, which upon delivery to YADE shall be deemed to be \nincorporated into the \"Yahoo Brand Guidelines\" under this Agreement.\n\n5.     RESTRICTIONS UPON USE.  Unless otherwise mutually agreed, the Yahoo \nBrand Features shall not be presented or used by YADE:\n\n       A.     in a manner that could be reasonably interpreted to suggest \nthat any editorial content other than the Yahoo Service has been authored by, \nor represents the views or opinions of, Yahoo or any Yahoo personnel;\n\n       B.     in a manner that is misleading, defamatory, libelous, obscene \nor otherwise objectionable, in Yahoo's reasonable opinion;\n\n       C.     in a way that infringes, derogates, dilutes or impairs the \nrights of Yahoo in the Yahoo Brand Features; \n\n       D.     for the purposes of promoting the sale, license or other \ntransfer for value of property or services, other than in connection with the \npromotion of the sale and use of Yahoo.DE; or\n\n       E.     as part of a name of a product or service of a company other \nthan Yahoo, except as expressly provided in this Agreement.\n\n                                     -i-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n6.     REMEDY.  YADE will make any changes to its use of the Yahoo Brand \nFeatures as 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 YADE. \n\n                                    -ii-\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                                     -i-\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                                     -i-\n\n                   [X] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                                  EXHIBIT E\n\n                              YAHOO.DE LOG DATA\n\nEach time a customer accesses Yahoo.DE, Yahoo requires the following User Log \nData from YADE:\n\n1.     The customer's Internet protocol address;\n2.     The date and time of access;\n3.     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