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– Release Delayed ·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 |
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 43: EX-10.43 Material Contract HTML 31K 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
Exhibit 10.31 |
Exhibit 10.31
EXECUTION VERSION
Confidential
EIGHTH AMENDMENT TO AMENDED AND RESTATED
INTERACTIVE MARKETING AGREEMENT
This Eighth Amendment to Amended and Restated Interactive Marketing Agreement (this “Eighth Amendment”), effective as of April 28, 2005 (the “Eighth Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043.
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 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 16, 2004 (the “Sixth Amendment”), and that Seventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 28, 2005 (the “Seventh Amendment”), and that Addendum One to the Second Amendment to Amended and Restated Interactive Marketing Agreement dated September 23, 2004 (“Addendum One”) (the IMA and such amendments and addendum, collectively the “Existing Agreement”). Capitalized terms not defined in this Eighth Amendment shall have the meanings set forth in the Existing Agreement.
AGREEMENT
Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby amend the Existing Agreement as follows:
1. | [****] The following shall be added to the Existing Agreement as a new subsection 5.6(k): “[****] to the [****] provided hereunder, Google shall provide AOL with [****] (collectively, the [****]) containing Information about [****] activity related to Sponsored Links and associated Queries [****]. The information contained in the [****] provided by Google to AOL shall be substantially similar to the Information contained in the example [****] set forth in Eighth Amendment Exhibit A. Without limiting the generality of the foregoing, the [****] shall [****]. The Parties may change the information covered by the [****] by mutual written agreement. Google will deliver the [****] made available to AOL on a secured copy protocol (“SCP”) site no [****]. Google shall [****] to provide each [****] in a timely manner. The Parties acknowledge and agree that any and all |
CONFIDENTIAL | 1 |
EXECUTION VERSION
[****] provided to AOL shall be considered Confidential Information of Google and that such [****] shall be subject to all confidentiality restrictions set forth in this Agreement. AOL will use the [****], AOL shall not use the [****] to develop or assist in developing a product or service that is similar in nature to any product or service made commercially available by Google.
2. | Order of Precedence. This Eighth Amendment is supplementary to and modifies the Existing Agreement. The terms of this Eighth Amendment supersede provisions in the Existing Agreement only to the extent that the terms of this Eighth Amendment and the Existing Agreement expressly conflict. However, nothing in this Eighth 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 Eighth Amendment. Furthermore, for the avoidance of doubt, any amendments or other changes made to any terms of the Existing Agreement under this Eighth 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. |
3. | Term. Notwithstanding anything stated to the contrary in the Existing Agreement, unless earlier terminated as set forth in the Existing Agreement, the term of this Eighth Amendment will commence on the Eighth Amendment Effective Date and continue through the first anniversary of the Eighth Amendment Effective Date (“Eighth Amendment Term”); provided, however, that the Parties may mutually agree in writing to extend the Eighth Amendment Term. |
4. | Counterparts; Facsimile. This Eighth 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 Eighth Amendment may be executed by facsimile. |
[Signature page follows.]
CONFIDENTIAL | 2 |
EXECUTION VERSION
IN WITNESS WHEREOF, the Parties hereto have executed this Eighth Amendment as of the Eighth Amendment Effective Date.
AMERICA ONLINE, INC. | GOOGLE INC. | |||||||
By: | /s/ Jim Riesenbach |
By: | /s/ Joan Braddi | |||||
Name: | Name: | |||||||
Title: | SVP |
Title: | VP, Search Services | |||||
Date: | Date: | |||||||
Eighth Amendment Exhibit List | ||||||||
Eighth Amendment Exhibit A |
[****] |
[Signature Page to Eighth Amendment]
CONFIDENTIAL | 3 |
EXECUTION VERSION
EIGHTH AMENDMENT EXHIBIT A
[****]
CONFIDENTIAL | 4 |
EXECUTION VERSION
[****]
CONFIDENTIAL | 5 |
EXECUTION VERSION
[****]
CONFIDENTIAL | 6 |
This ‘10-12B/A’ Filing | Date | Other Filings | ||
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Filed on: | 9/16/09 | None on these Dates | ||
4/29/05 | ||||
4/28/05 | ||||
4/27/05 | ||||
3/28/05 | ||||
12/16/04 | ||||
9/23/04 | ||||
6/14/04 | ||||
6/1/04 | ||||
4/7/04 | ||||
3/30/04 | ||||
12/15/03 | ||||
10/1/03 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/13/09 SEC UPLOAD¶ 9/22/17 1:24K AOL Inc. |