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AOL Inc. – ‘10-12B/A’ on 11/5/09 – EX-10.31

On:  Thursday, 11/5/09, at 9:55pm ET   ·   As of:  11/6/09   ·   Accession #:  1193125-9-226110   ·   File #:  1-34419

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

11/06/09  AOL Inc.                          10-12B/A              50:6.6M                                   RR Donnelley/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment #3 to Form 10                             HTML    131K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    249K 
                          Liquidation or Succession                              
 3: EX-8.1      Opinion re: Tax Matters                             HTML     27K 
 4: EX-10.2     Material Contract                                   HTML     70K 
 6: EX-10.22    Material Contract                                   HTML    235K 
 7: EX-10.23    Material Contract                                   HTML     51K 
 8: EX-10.24    Material Contract                                   HTML     41K 
 9: EX-10.25    Material Contract                                   HTML     40K 
10: EX-10.26    Material Contract                                   HTML     27K 
11: EX-10.27    Material Contract                                   HTML     33K 
12: EX-10.28    Material Contract                                   HTML     25K 
13: EX-10.29    Material Contract                                   HTML     27K 
 5: EX-10.3     Material Contract                                   HTML    219K 
14: EX-10.30    Material Contract                                   HTML     58K 
15: EX-10.31    Material Contract                                   HTML     31K 
16: EX-10.32    Material Contract                                   HTML     26K 
17: EX-10.33    Material Contract                                   HTML     93K 
18: EX-10.35    Material Contract                                   HTML     27K 
19: EX-10.36    Material Contract                                   HTML     27K 
20: EX-10.37    Material Contract                                   HTML     26K 
21: EX-10.38    Material Contract                                   HTML     27K 
22: EX-10.39    Material Contract                                   HTML     27K 
23: EX-10.40    Material Contract                                   HTML    115K 
24: EX-10.42    Material Contract                                   HTML     29K 
25: EX-10.44    Material Contract                                   HTML     67K 
26: EX-10.45    Material Contract                                   HTML     28K 
27: EX-10.46    Material Contract                                   HTML     19K 
28: EX-10.47    Material Contract                                   HTML    173K 
29: EX-10.48    Material Contract                                   HTML     23K 
30: EX-10.49    Material Contract                                   HTML     24K 
31: EX-10.50    Material Contract                                   HTML     53K 
32: EX-10.51    Material Contract                                   HTML     20K 
33: EX-10.52    Material Contract                                   HTML     40K 
34: EX-10.53    Material Contract                                   HTML    118K 
35: EX-10.54    Material Contract                                   HTML    140K 
36: EX-10.55    Material Contract                                   HTML     27K 
37: EX-10.57    Material Contract                                   HTML     39K 
38: EX-10.58    Material Contract                                   HTML     91K 
39: EX-10.60    Material Contract                                   HTML     23K 
40: EX-10.61    Material Contract                                   HTML     44K 
41: EX-10.62    Material Contract                                   HTML     23K 
42: EX-10.63    Material Contract                                   HTML     19K 
43: EX-10.64    Material Contract                                   HTML     36K 
44: EX-10.67    Material Contract                                   HTML     17K 
45: EX-10.91    Material Contract                                   HTML     81K 
46: EX-10.92    Material Contract                                   HTML    132K 
47: EX-10.94    Material Contract                                   HTML     21K 
48: EX-10.95    Material Contract                                   HTML     54K 
49: EX-10.96    Material Contract                                   HTML     54K 
50: EX-99.1     Miscellaneous Exhibit                               HTML   2.05M 


EX-10.31   —   Material Contract


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



  EXHIBIT 10.31  

Exhibit 10.31

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [****].

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    LOGO

 

 


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    LOGO

 

 


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:  

Jim Riesenbach

    Name:  

Joan Braddi

Title:  

SVP

    Title:  

VP, Search Services

Date:  

April 29, 2005

    Date:  

April 27, 2005

Eighth Amendment Exhibit List

Eighth Amendment Exhibit A

   

[****]

[Signature Page to Eighth Amendment]

 

CONFIDENTIAL    3    LOGO

 

 


EXECUTION VERSION

 

EIGHTH AMENDMENT EXHIBIT A

[****]

 

CONFIDENTIAL    4    LOGO

 

 


EXECUTION VERSION

 

[****]

 

CONFIDENTIAL    5    LOGO

 

 


EXECUTION VERSION

 

[****]

 

CONFIDENTIAL    6    LOGO

 

 


Dates Referenced Herein

This ‘10-12B/A’ Filing    Date    Other Filings
Filed as of:11/6/09None on these Dates
Filed on:11/5/09
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
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Filing Submission 0001193125-09-226110   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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