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AOL Inc. – ‘10-12B/A’ on 9/16/09 – ‘EX-10.44’

On:  Wednesday, 9/16/09, at 9:14am ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-9-192456   ·   File #:  1-34419

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/16/09  AOL Inc.                          10-12B/A¶             68:6.6M                                   Donnelley … Solutions/FA

Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment No. 1 to Form 10                          HTML    100K 
68: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     84K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    187K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     31K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     97K 
 5: EX-10.1     Material Contract                                   HTML     80K 
10: EX-10.10    Material Contract                                   HTML     71K 
11: EX-10.11    Material Contract                                   HTML     33K 
12: EX-10.12    Material Contract                                   HTML     33K 
13: EX-10.13    Material Contract                                   HTML     33K 
14: EX-10.14    Material Contract                                   HTML     37K 
15: EX-10.15    Material Contract                                   HTML     37K 
16: EX-10.16    Material Contract                                   HTML     37K 
17: EX-10.17    Material Contract                                   HTML     30K 
18: EX-10.18    Material Contract                                   HTML     24K 
19: EX-10.19    Material Contract                                   HTML     20K 
20: EX-10.20    Material Contract                                   HTML     52K 
21: EX-10.21    Material Contract                                   HTML     52K 
22: EX-10.22    Material Contract                                   HTML    247K 
23: EX-10.23    Material Contract                                   HTML     56K 
24: EX-10.24    Material Contract                                   HTML     45K 
25: EX-10.25    Material Contract                                   HTML     44K 
26: EX-10.26    Material Contract                                   HTML     30K 
27: EX-10.27    Material Contract                                   HTML     36K 
28: EX-10.28    Material Contract                                   HTML     29K 
29: EX-10.29    Material Contract                                   HTML     31K 
30: EX-10.30    Material Contract                                   HTML     63K 
31: EX-10.31    Material Contract                                   HTML     34K 
32: EX-10.32    Material Contract                                   HTML     29K 
33: EX-10.33    Material Contract                                   HTML     96K 
34: EX-10.34    Material Contract                                   HTML     29K 
35: EX-10.35    Material Contract                                   HTML     30K 
36: EX-10.36    Material Contract                                   HTML     30K 
37: EX-10.37    Material Contract                                   HTML     30K 
38: EX-10.38    Material Contract                                   HTML     30K 
39: EX-10.39    Material Contract                                   HTML     30K 
40: EX-10.40    Material Contract                                   HTML    124K 
41: EX-10.41    Material Contract                                   HTML     30K 
42: EX-10.42    Material Contract                                   HTML     32K 
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44: EX-10.44    Material Contract                                   HTML     72K 
45: EX-10.45    Material Contract                                   HTML     31K 
46: EX-10.46    Material Contract                                   HTML     21K 
47: EX-10.47    Material Contract                                   HTML    182K 
48: EX-10.48    Material Contract                                   HTML     25K 
49: EX-10.49    Material Contract                                   HTML     27K 
50: EX-10.50    Material Contract                                   HTML     57K 
51: EX-10.51    Material Contract                                   HTML     23K 
52: EX-10.52    Material Contract                                   HTML     43K 
53: EX-10.53    Material Contract                                   HTML    126K 
54: EX-10.54    Material Contract                                   HTML    113K 
55: EX-10.55    Material Contract                                   HTML     31K 
56: EX-10.56    Material Contract                                   HTML     27K 
57: EX-10.57    Material Contract                                   HTML     43K 
58: EX-10.58    Material Contract                                   HTML     86K 
59: EX-10.59    Material Contract                                   HTML     22K 
 6: EX-10.6     Material Contract                                   HTML    148K 
60: EX-10.60    Material Contract                                   HTML     26K 
61: EX-10.61    Material Contract                                   HTML     48K 
62: EX-10.62    Material Contract                                   HTML     26K 
63: EX-10.63    Material Contract                                   HTML     22K 
64: EX-10.64    Material Contract                                   HTML     40K 
65: EX-10.65    Material Contract                                   HTML    576K 
66: EX-10.66    Material Contract                                   HTML     36K 
 7: EX-10.7     Material Contract                                   HTML    115K 
 8: EX-10.8     Material Contract                                   HTML     69K 
 9: EX-10.9     Material Contract                                   HTML     67K 
67: EX-99.1     Miscellaneous Exhibit                               HTML   1.78M 


‘EX-10.44’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Exhibit 10.44  

Exhibit 10.44

Confidential

 

TWENTY-FIRST AMENDMENT TO AMENDED AND RESTATED

INTERACTIVE MARKETING AGREEMENT

This Twenty-First Amendment to Amended and Restated Interactive Marketing Agreement (“Twenty-First Amendment”) is entered into by and between AOL LLC, a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166 (AOL), and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (Google), effective as of November 1, 2008 (the Twenty-First Amendment Effective Date). AOL and Google may be referred to individually as a Party and collectively as the Parties.

INTRODUCTION

The Parties hereto wish to further amend that certain Amended and Restated Interactive Marketing Agreement effective as of October 1, 2003 (the IMA), as amended previously by that certain First Amendment to the Amended and Restated Interactive Marketing Agreement effective as of December 15, 2003 (the First Amendment”), that Second Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 30, 2004 (the Second Amendment), that Third Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 7, 2004 (the Third Amendment”), that Fourth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 1, 2004 (the Fourth Amendment), that Fifth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 14, 2004 (the Fifth Amendment), that Sixth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 17, 2004 (the Sixth Amendment), that Seventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 28, 2005 (the Seventh Amendment), that Eighth Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 28, 2005 (the Eighth Amendment), that Ninth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 15, 2005 (the Ninth Amendment), that Tenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 24, 2006 (the Tenth Amendment), that Eleventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of September 28, 2006 (the Eleventh Amendment), that Twelfth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 15, 2006 (the Twelfth Amendment), that Thirteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of January 12, 2007 (the Thirteenth Amendment), that Fourteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of February 16, 2007 (the Fourteenth Amendment”), that Fifteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 2, 2007 (the Fifteenth Amendment), that Sixteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of September 24, 2007 (the Sixteenth Amendment), that Seventeenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of February 29, 2008 (the Seventeenth Amendment”), that Eighteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 31, 2008 (the Eighteenth Amendment”), that Nineteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 30, 2008 (the Nineteenth Amendment), that Twentieth Amendment to Amended and Restated Interactive Marketing Agreement effective as of October 1, 2008 (the Twentieth Amendment”) and that Addendum One to the Second Amendment to Amended and Restated Interactive Marketing Agreement dated October 5, 2004 (“Addendum One”) (the IMA and such amendments and addendum, collectively the Existing Agreement and the Existing Agreement together with the Twenty-First Amendment, the Agreement”). Capitalized terms not defined in this Twenty-First Amendment shall have the meanings set forth in the Existing Agreement.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend the Existing Agreement as follows:

1. Content Targeted Advertisements.

 

  1   21st Amendment
    October 28, 2008 EXECUTION COPY
    LOGO


Confidential

 

1.1        Content Targeted URLs. The URLs set out in Exhibit A attached hereto sets forth all URLs that Google and AOL agree to run Content Targeted Advertisements (and the applicable promotional limitations for those URLs) as of the Twenty-First Amendment Effective Date which shall supersede any and all previously existing Subsequent Carriage Plan(s) and the Initial Carriage Plan (“Content Targeted URLs”). Google will use commercially reasonable efforts to implement that new promotional limitations set forth in the attached Exhibit A within [****] from the Twenty-First Amendment Effective Date.

1.2        Extension of First Amendment Term. The Parties hereby agree to extend the First Amendment Term, as defined in Section 4 of the First Amendment, through 11:59 p.m. (EST) on December 19, 2010, unless terminated earlier as provided in the Agreement. For the avoidance of doubt, all terms and conditions set forth in the Agreement associated with the display of Content Targeted Advertisements (as defined in the First Amendment) shall be in full force and effect during the extended First Amendment Term.

1.3        [****]

2.        AFC Placement Targeting.

2.1.        Scope of AFC Placement Targeting.

(a)        During the AFC Placement Targeting Term (as defined in Section 5 below) and subject to the terms and conditions of this Twenty-First Amendment, Google will provide AOL with Placement Targeting only for the Content Targeted URLs listed on Exhibit A attached hereto (the Placement Targeting Sites) as permitted herein. Placement Targeting” means, in connection with the operation of its advertising services, Google’s provision of functionality that allows advertisers to bid specifically for the placement of ads on certain properties within Google’s syndication network via auction-based pricing mechanisms. AFC Placement Targeting” is Placement Targeting on pages with Content Targeted Advertisements [****].

(b)        AOL shall [****], to implement AFC Placement Targeting on the Placement Targeting Sites; provided that, if AOL implements AFC Placement Targeting it shall comply with the terms and conditions provided herein. Additional sites may be added to the definition of Placement Targeting Sites upon the Parties’ mutual agreement, which agreement may be given via email.

 

  2   21st Amendment
    October 28, 2008 EXECUTION COPY
    LOGO


Confidential

 

2.2.        Implementation of AFC Placement Targeting. Unless otherwise agreed to by the Parties in writing, if AOL implements AFC Placement Targeting on the Placement Targeting Site(s) AOL shall implement it in a manner that: (a) is [****] similar to the screenshots and specifications set forth in Exhibit B attached hereto or as otherwise agreed to by the Parties; and (b) otherwise complies with the technical and implementation requirements provided by Google from time to time. “AFC Placement Targeted Ads” means the advertisements delivered as part of AFC Placement Targeting. AOL shall (i) request AFC Placement Targeted Ads [****], (ii) display AFC Placement Targeted Ads in accordance with the terms and conditions of this Twenty-First Amendment, and (iii) display AFC Placement Targeted Ads in their entirety, [****].

2.3.        Data Disclosure. Notwithstanding anything to the contrary in the Existing Agreement, AOL understands and agrees that Google may (i) [****] of AOL’s participation in the Google AdSense Program and (ii) [****] (x) the Placement Targeting Site URL, (y) the Placement Targeting Site-specific [****] (collectively, the “Site Information”). Accordingly, notwithstanding anything to the contrary contained in the Existing Agreement, AOL hereby waives any provision under the Existing Agreement, or any other accommodation that Google may have undertaken, that would prevent Google from making [****] as part of Google’s advertising program. Such disclosure of information shall be subject to the terms of the [****], or such other URL as Google may provide from time to time, and shall not include [****] as described in the [****].

2.4.        Labeling, Branding and Attribution. AOL shall mark each AFC Placement Targeted Ad in accordance with Section 2.1.3(ii) of the Existing Agreement.

2.5.        Placement Targeting Payment. Subject to the terms and conditions of the Existing Agreement, for each AFC Placement Targeting Site, for each calendar month commencing from the Twenty-First Amendment Effective Date, AOL shall receive a percentage of all gross amounts generated from the Placement Targeted Ads displayed on such AFC Placement Targeting Site attributable to such month and such percentage shall equal the then-current percentage in effect for AOL Content Targeting Share (“Placement Targeting Share”). [****]

3.        Application of Relevant Terms and Conditions to AFC Placement Targeting.

3.1        Solely for the purposes of this Twenty-First Amendment, Sections 1, 2.1 (specifically including all subsections thereof, i.e., 2.1.1, 2.1.2, and 2.1.3), 2.3, 3.5, 5.1, 5.2, 5.3, 6.9, 8, 9, 11, Exhibit B, Exhibit G, Exhibit H, and Schedule 2.1 of the Existing Agreement shall not apply.

3.2        Solely for the purposes of this Twenty-First Amendment, the following provisions of the Existing Agreement will apply, as amended below. For purposes of clarity, a section reference followed by a semi-colon followed by text means that the entire section shall apply with the addition of the additional text.

 

  (a) Section 2.2 (Redesigns); and excluding the text or Content of the AFC Placement Targeted Ads as provided by Google.

 

  (b) Section 2.7 (Ownership); In addition, this Section 2.7 shall be subject to Google’s rights in the AFC Placement Targeted Ads.

 

  (c)

Section 10.3.1 of Exhibit E (Google IP Indemnity); and the AFC Placement Targeting as defined in the Twenty-First Amendment to Amended and Restated Interactive Marketing Agreement effective as of November 1, 2008; [****]

 

  3   21st Amendment
    October 28, 2008 EXECUTION COPY
    LOGO


Confidential

 

 

[****]

4.        AFC Placement Targeting Term, Termination, Suspension. The term of this Twenty-First Amendment shall commence on the Twenty-First Amendment Effective Date and shall continue through the end of the First Amendment Term (as extended herein), unless earlier terminated as provided in this Twenty-First Amendment (“AFC Placement Targeting Term”). Either Party may only terminate this Twenty-First Amendment as it relates to AFC Placement Targeting in the event of a material breach of the terms and conditions relating to AFC Placement Targeting set forth in this Twenty-First Amendment by the other Party which remains uncured after [****] written notice thereof to the other Party; [****] . For the avoidance of doubt, the remaining provisions of the Twenty-First Amendment shall remain in full force and effect.

5.        Order of Precedence. This Twenty-First Amendment is supplementary to and modifies the Existing Agreement. The terms of this Twenty-First Amendment supersede provisions in the Existing Agreement only to the extent that the terms of this Twenty-First Amendment and the Existing Agreement expressly conflict. However, nothing in this Twenty-First Amendment shall be interpreted as invalidating the Existing Agreement, and provisions of the Existing Agreement shall continue to govern relations between the Parties insofar as they do not expressly conflict with this Twenty-First Amendment. Furthermore, for the avoidance of doubt, any amendments or other changes made to any terms of the Existing Agreement under this Twenty-First Amendment shall be interpreted to have full force and effect on any other relevant provisions of the Existing Agreement (including, but not limited to, Definitions, Exhibits, and Schedules related thereto), which reference or rely on such amended or changed terms.

6.        Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof. The Agreement supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof.

7.        Counterparts: Facsimile. This Twenty-First Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Twenty-First Amendment may be executed by facsimile.

IN WITNESS WHEREOF, the Parties have executed this Twenty-First Amendment to the Amended and Restated Interactive Marketing Agreement.

 

AOL LLC      GOOGLE INC.
By:  

/s/ John Kannapell

     By:  

/s/ Sanjay Kapoor

Name:  

John Kannapell

     Name:  

Sanjay Kapoor

Title:  

SVP, AOL Search

     Title:  

Sr. Director, Strategic Partnerships Google, Inc.

Date:  

10/31/08

     Date:  

2008.11.03 13:10:55-08'00'

 

  4   21st Amendment
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    LOGO


Confidential

 

Twenty-First Amendment Exhibit A

[****]

 

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[****]

 

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[****]

 

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[****]

 

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[****]

 

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[****]

 

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[****]

 

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[****]

 

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[****]

 

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[****]

 

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[****]

 

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PART 2

[****]

 

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[****]

 

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[****]

 

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[****]

 

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[****]

 

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[****]

 

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[****]

 

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Twenty-First Amendment Exhibit B

[****]

 

  23   21st Amendment
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Confidential

 

Twenty-First Amendment Exhibit C

[****]

 

  24   21st Amendment
    October 28, 2008 EXECUTION COPY
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9/24/07
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1/12/07
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1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/13/09  SEC                               UPLOAD9/22/17    1:24K  AOL Inc.
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Filing Submission 0001193125-09-192456   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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