Edge Computing Network Service and License Agreement

[*] EDGE COMPUTING NETWORK SPECIFICATIONS

The edge computing network is an [*] consisting of individual [*] ECN Nodes connected to each other, and the Internet, which provides an [*] of services, capacity, and connectivity. Each [*] ECN Node will deliver the following services: large file download, small object/file caching, large object/file caching, network storage, live and on-demand streaming, path /hostname resolution, secure content delivery (SSL/HTTPS), infrastructure management (logging, billing, monitoring, alerting, ticketing, replication, [*]), and dynamic computational services. Each [*] ECN Node will be constructed and operated based on Limelight’s content delivery network architecture and the Limelight Software, with additional functionality as provided by Microsoft.

Each [*] ECN Node will comprise the following major components which provide the ECN functionality:

which, taken together will yield an operational, Microsoft Edge Computing Network which will operate in compliance with the specifications in this exhibit.

Microsoft and Limelight will mutually agree on the scale (traffic, storage, streams, etc) of each service (small object/file caching, streaming, etc) within each [*] ECN Node, and use agreed upon [*] ECN Node Acceptance Criteria (set forth in Exhibit F) to assure the [*] ECN Node is operating at required levels.

Limelight shall (i) monitor each [*] ECN Node for all parameters that Limelight uses to monitor the existing Limelight content delivery network and hosted servers within their nodes, and (ii) provide Microsoft with (A) monitoring test results, (B) ongoing monitoring operational results and (C) recommended actions based on those test results.

Microsoft has selected the first Edge Node site to be [*] an existing Microsoft Data Center or co-location nearby on the metro ring. Within four weeks of the Effective Date, Microsoft and Limelight will collaborate to develop an appropriate list of cities with deployment dates noting Microsoft’s prioritization and appropriate site selection criteria based on Limelight’s experience.

MICROSOFT RESPONSIBILITY IN ECN NODE READINESS

Both parties agree that this list of responsibilities will evolve in accordance with Section 2(b)(4) of the Agreement.

Microsoft has [*] prior to [*] ECN Node activation to provide the responsibilities listed below.

MICROSOFT EDGE COMPUTING NETWORK SUPPORT SERVICES

The documentation Limelight provides Microsoft shall fully address and answer the following:

MICROSOFT EDGE COMPUTING PROFESSIONAL SERVICES

Limelight Consulting Services: Engagement Management, Project Management, CDN Architecture and Design Consulting, Network and Systems Consulting, and Limelight Executive Management Consulting. Microsoft will provide Limelight’s program management staff onsite and remote access to Microsoft’s operation, platform and networking staff in Redmond.

Limelight Software Development Services: Software Project Management, Software Design, Software Development and Quality Assurance. Software development services means the development of software functionality that was not in Limelight’s original specifications or on a schedule that was not Limelight’s original schedule (i.e., either more/different software function than planned or delivery on a schedule other than planned).

Limelight Deployment Services: [*] ECN Node initial configuration and deployment, CDN server configuration and deployment.

At Microsoft’s election, Limelight will meet and discuss the number of hours of Professional Services used with the objective of helping ensure that all [*] ECN Nodes will be deployed without the need for any Additional Professional Services Payment, and the Parties will use good faith efforts to adjust staffing for Professional Services to meet that goal and the objectives of this Agreement.

Total Hours and Hourly Rates for Professional Services:

LIMELIGHT SOFTWARE INVENTORY

Limelight-Proprietary Modules and Programs:

Modified Versions of Open Source Software Licensed Pursuant to the [*]:

Modified Versions of Open Source Software Licensed Pursuant to the [*]:

LIMELIGHT KNOW-HOW AND TRADE SECRETS

LIMELIGHT SOFTWARE SPECIFICATION DEFINITION

Software Specifications include, but are not limited to:

Software Construction Specifications include, but are not limited to:

Tasks Microsoft will perform in its evaluation of Limelight Software may include (and are not limited to):

FORM CO-LOCATION AGREEMENT

This Co-location Agreement (the “Agreement”) is made between [Microsoft Entity] (“Customer”) and Limelight Networks, Inc., a Delaware corporation (“Limelight”) and consists of (i) these terms and conditions and (ii) Exhibits A, B, C, D, E, F, G, H and I. This Agreement may be executed by facsimile and/or in multiple counterparts. Once executed by both parties, this Agreement is effective as of the Effective Date shown below. In the event of conflict between this Agreement and Exhibit D herein Exhibit D shall take precedent. Limelight and Customer both consent, and agree to accept, the use of electronic signatures as valid under this Agreement. Furthermore, Limelight and Customer agree that an electronic signature will be considered of identical weight to a handwritten signature.

Effective Date:

“Customer’s Equipment” means the computer equipment, software, networking hardware or other materials placed by or for Customer in the Co-location Space.

“Co-location Premises” means Limelight’s facility at [INSERT].

“Co-location Space Fee” means the charge for the space and power in Limelight’s facility as detailed in Exhibit A Quote.

“Co-location Space” means the physical areas within the Co-location Premises as identified on at Exhibit H Customer Space.

“Quote” means the quote as set out in Exhibit A Quote provided by Limelight and accepted and signed by Customer.

“Service(s)” means the provision of the activation services and the making available of Co-location Space, as more specifically detailed in Exhibit D Facility Systems and Security Requirements.

“Critical Power” shall mean power that is supported by a 2N UPS configuration and a N+1 Generator configuration as detailed in Exhibit B Electrical Schema. If 2N is not available, Limelight will disclose.

“CBEMA Curve” means 240V AC line voltage, as measured at the PDU or applicable standard of measurement mutually agreed to, and maintained within the “No Interruption in Function Region” described in the ITI CBEMA Curve in Exhibit D Facility Systems and Security Requirements Appendix 1 attached hereto.

“Computer Room Air Conditioning Unit(s)” or “CRAC(s)” shall mean the individual air conditioning/cooling devices that regulate temperature and humidity within the Premises raised floor space.

“Environmental Conditions” means the temperature and humidity conditions in Customer Space as described in Exhibit D Facility Systems and Security Requirements Section A.(i)(a).

“HVAC” shall mean the heating, ventilation, and air conditioning system used for environmental regulation and air filtering.

“HVAC Deficiency” shall mean failure to meet HVAC Demand or the failure to maintain the Environmental Conditions within the Allowable Range as defined in Exhibit D Facility Systems and Security Requirements Section A(i) a. An interruption of less than one (1) minute resulting from a switch from utility power to back-up or generator power shall not be included as an HVAC Deficiency.

“HVAC Demand” shall mean the quantity of HVAC required to reject the heat generated by the consumption of electricity within a computer suite in order for Customer to sufficiently conduct its business operations in such customer suite.

“Customer Representatives” mean the individuals separately notified in writing by Customer to Limelight (which shall be updated as necessary by Customer from time to time) and authorized by Customer to enter Customer Space.

“Power Sockets” (the “Power socket(s)”) shall refer to approved electrical power commando sockets installed by Limelight that meet power requirements, usually for 240 volt.

“Power Deficiency” is defined in Exhibit D Facility Systems and Security Requirements Section A(ii)(b).

“Power Distribution Unit” (“PDU”) shall refer to an electrical device that is used to separate power from a larger source, and deliver it among the data center raised floor space via the static transfer switches (STS where the PDU’s are fitted with STS devices).

“Power whips” (the “Whip(s)”) shall refer to standard electrical cables that are placed between the PDU and the rack/cabinet locations. For power delivery to the rack and/or cabinet, the Whip is connected on one end to the PDU, and on the other end allows for Power Sockets to be connected to it.

“Service Deficiency” means a Power Deficiency or an HVAC Deficiency, or a deficiency resulting from security violations as described in Exhibit D Facility Systems and Security Requirements Section A.(v)(a)(i).

“Static Transfer Switch” (“STS”) is defined as an electrical distribution component that accepts multiple input power sources and automatically and instantaneously switches the flow of electricity among those sources to the equipment drawing electricity from the output.

“Termination Charges” means the charges payable if Customer exercises the option to cease occupancy of the space as detailed in Exhibit A Quote.

Limelight will begin provision of the Services only after it receives and accepts this Agreement and a Quote (in each case) signed by a Customer authorized representative.

Customer will order, maintain and terminate any data and telecommunications circuits provided to Customer by local and long-distance carriers. Limelight offers the Facility as Carrier Neutral and (1) will allow any data or telecommunications provider to utilize existing duct banks to install copper and fiber cabling and to install equipment to both meet-me rooms and (2) will not discriminate or offer preferential treatment to individual carriers and (3) will not charge onerous fees or fees in excess of market rates for the rental or utilization of building entrances, duct banks or meet-me room space.

Customer will pay any fees, obtain any required approvals and consents and comply with any laws or usage policies applicable to transmitting data beyond the Network and/or through other public and private networks. Limelight is not responsible or liable for performance or non-performance of such networks or their inter-connection points.

Limelight warrants (for Customer’s benefit) [*] power availability on either A or B supply for Critical Power and an operating temperature [INSERT FOR SPECIFIC FACILITY] for the Co-location Space measured at top rack level. In the event of a power outage or temperature fluctuation outside the range of 15 ° to 32 ° Celsius temperature not caused by Customer, Limelight will credit Customer’s account the pro-rata Co-Location Space Fees (as a “Service Credit”) associated with the power outage or temperature fluctuation, as detailed in Exhibit G Service Level Requirement / Credits Section B.

Limelight will credit Customer for any Service Credits within [*] of the Service Credit falling due.

NO WARRANTY EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN AS-IS BASIS, AND CUSTOMER’S USE OF THE SERVICES AND THE CO-LOCATION SPACE ARE AT CUSTOMER’S OWN RISK. LIMELIGHT DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES OR CONDITIONS ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

This Agreement will commence on the Effective Date and shall expire at the end of the contract term specified in the Quote, Exhibit A, unless sooner terminated as provided in Clause 12 below.

The parties’ respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations and exclusions of liability will survive the expiration, termination or rescission of this Agreement and continue in full force and effect.

Limelight shall ensure that all liabilities incurred by Limelight during the provision of the service are adequately covered by insurance in particular regarding Employer’s Liability, (including use in connection with the provision of the services) and Public Liability, Professional indemnity insurance.

This Agreement, together with the Quote(s) and Exhibits is the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes any other agreement or understanding, written or oral. This Agreement may be modified only through a written instrument signed by both parties. Should any provision of this Agreement be declared void or unenforceable, such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original terms and the remainder of this Agreement will remain in full force and effect. If a conflict arises between a party’s pre-printed business form and this Agreement, this Agreement will take precedence.

The Term of this Agreement is [INSERT]

Limelight Pricing for Customer

[INSERT]

These charges are based on a total Customer Space of [INSERT] square feet as shown in Exhibit H Customer Space.

Power / kWh: At cost from [INSERT] + plus [INSERT] per month for humidity and fresh air systems for Computer Suite 1, and an additional [INSERT] for Computer Suite 2 from date of occupancy. An administration charge based on the power consumption table below will be added to the power charges. This system is a shared system which is used for all computer rooms on the first floor of the Facility. Power will be fully metered for all other Customer components and will be re-charged at cost.

Monthly Administration Charges:

Charges Sheet for change controls request

     [INSERT]

     [INSERT]

     [INSERT]

     [INSERT]

Limelight will at all times during the term of this Agreement perform in accordance with the service level requirements set forth in this Exhibit G. Limelight and Customer agree that it is extremely difficult and impracticable under the currently known and reasonably foreseeable facts and circumstances to ascertain the actual damages but nonetheless have agreed to a genuine pre-estimate of loss which Customer would incur should Limelight fail to perform its obligations in accordance with the service level requirements set forth in this Exhibit. Accordingly, if Limelight fails to so perform, Customer will be entitled, without limiting any of its other rights or remedies under this Agreement or otherwise, to receive the credits set forth under the heading “Noncompliance” as liquidated damages (and not as a penalty), provided that, nothing in this section shall be interpreted to mean that Customer is entitled to receive credits and/or other damages in excess of the actual damage Customer sustains. Each noncompliance fee identified below is a reasonable, good faith estimate of the damage that Customer would suffer for each failure by Limelight to comply with each corresponding service level requirement, and, subject to any additional remedies referenced in section D of this Exhibit, is Customer’s sole remedy with respect to each such failure.

     [INSERT]

     [INSERT]

     [INSERT]

     [INSERT]

FORM OF [*] ECN NODE READINESS CERTIFICATE

Node Location:                     

                                                

                                               

Punch List Items:

CRITERIA FOR DETERMINING ECN NODE READINESS

Limelight will use the ECN process, test and checklist as outlined in Exhibit E. Limelight and Microsoft will jointly develop the specification for each particular [*] ECN Node. Limelight will test the Microsoft instantiated architecture (combination of Limelight Software and Microsoft Hardware Standards) in the Limelight test harness, with the same process and acceptance criteria that Limelight uses to test and accept their own systems. Upon successful testing, Limelight will use the Microsoft instantiation as the basis for its standard deployments. After deployment, Limelight will use the deployment checklist in Exhibit E and successfully conduct the following series of tests (similar to the Content Delivery Service Agreement — Exhibit 4) to ensure the [*] ECN Node is performing at or above that level of service. Once the Node meets all the service level agreement (SLA) requirements Limelight will turn the [*] ECN Node over to Microsoft for acceptance.

Keynote is referenced below — Microsoft and Limelight agreed to use a 3^rd party system such as Keynote or Gomez to perform these tests.

Limelight Networks will generate an artificial load of the lesser of (i) two (2) Gbps and (ii) [*] of ECN capacity for 24 hours and run Keynote or Gomez against the [*] ECN Node to verify performance and availability.

Small Object/File Caching Service Levels — Keynote

Streaming Service Level Agreement — Service Levels

PRESS RELEASE
LIMELIGHT NETWORKS TEAMS WITH MICROSOFT
TO DELIVER NEXT GENERATION NETWORK

Technology and Services Agreement Will Improve the Performance, Scalability, and Reliability of
Microsoft’s Online Services for Consumers

March XX, 2007 — Tempe, AZ — Limelight Networks, Inc. today announced that it has entered into a major new technology and services agreement with Microsoft under which Limelight will help improve the performance, scalability, and reliability of Internet delivery of media content and online services, including video, music, games, software, and social media, across Microsoft’s global internet properties. Under the agreement, Microsoft and Limelight will cross-license certain technologies, consider joint development projects in the future, and cooperate on extending and improving their respective technology infrastructures. Microsoft and Limelight have also entered into a multi-year relationship under which Limelight Networks will continue to provide global media streaming and content delivery services to Microsoft.

The new technology and services agreement is aimed at radically improving user experiences across the Internet media properties of Microsoft’s globally scaled internet services, which today serve over 460 million unique users per month worldwide. By working together to solve, over time, the Internet’s challenges of media content performance, scale and reliability, Microsoft and Limelight intend to deliver true globally scaled media-caliber experiences to Internet-connected users, to any device and in any format anywhere in the world.

“Today’s digital media initiatives only hint at the full potential of the Internet as a channel for distribution of traditionally produced content and as a platform for the creation of new forms of media and entertainment content,” said xxx, title of Microsoft. “Our agreement with Limelight Networks anticipates Internet audiences and content offerings that are orders of magnitude larger than today. Limelight’s vision, service and technology leadership in Internet delivery of media is a perfect fit with our own vision and initiatives toward the future.”

“Microsoft is widely recognized as a global leader in digital entertainment,” said Jeff Lunsford, chairman and CEO of Limelight Networks. “We are proud to have been chosen for this strategic initiative based on our network and technology’s performance in delivering video for MSNBC.com and game content and video downloads for Xbox Live. Microsoft’s vision for a connected experience closely aligns with our own, including delivery services for the next generation, high definition Internet.”

Founded in 1975, Microsoft (Nasdaq: MSFT) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

Limelight Networks is the high performance content delivery network for digital media, providing massively scalable, global delivery solutions for on-demand and live Internet distribution of video, music, games and downloads. Limelight Networks’ infrastructure is optimized for the large object sizes, large content libraries, and large audiences associated with compelling rich media content. Limelight Networks is the content delivery network of choice for more than 700 of the world’s top media companies. For more information, visit: http://www.llnw.com

Edge Computing Network Service and License Agreement

     This Addendum to the Edge Computing Network Service and License Agreement (the “Addendum”) between Limelight Networks, Inc., a Delaware corporation (“Limelight”), and Microsoft Corporation, a Washington corporation (“Microsoft”) is effective as of the 19^th day of March, 2007 (“Addendum Effective Date”). This Addendum amends that certain Edge Computing Network Service and License Agreement between Limelight, and Microsoft dated as of the 1st day of March, 2007 (the “Original Agreement”). Capitalized terms used but not defined in this Addendum shall have the meaning ascribed to them in the Original Agreement. Except as expressly set forth in this Addendum, the Original Agreement remains in full force and effect.

     WHEREAS, Microsoft and Limelight have executed the Original Agreement and concurrently desire to amend certain terms related to the Limelight Software exception and Traffic Commitment; as set forth in this Addendum;

     NOW, THEREFORE, the Parties hereby agree as follows

1. TIME LIMITING LICENSE EXCEPTION. Section 3(c) of the Original Agreement shall be deleted in its entirety and replaced with the following:

2. LIMITING LIMELIGHT SOFTWARE TO EXISTING VERSION.

     (a) Replacing Updates with Fixes. The last sentence of Section 3(a) of the Original Agreement shall be deleted in its entirety and replaced with the following:

     (b) Removing Limelight Software [*] & Updates. Section 3(e) of the Original Agreement shall be deleted in its entirety and replaced with the following:

     (c) Limelight Software License Fee. The last paragraph of Section 5(a)(3) of the Original Agreement shall be deleted in its entirety and replaced with the following:

3. TRAFFIC COMMITMENT.

     (a) Lengthening Traffic Commitment to [*]. The first paragraph of Section 6(c) of the Original Agreement shall be deleted in its entirety and replaced with the following:

     (b) Increasing Traffic Commitment by [*]. The first sentence of Section 6(c)(1) of the Original Agreement shall be deleted in its entirety and replaced with the following:

     (c) Modifying Adjustments to Traffic Commitment. The first sentence of Section 6(c)(2)(i) of the Original Agreement shall be deleted in its entirety and replaced with the following:

     (d) Including [*] [*] for Traffic Commitment. Section 6(c)(4) of the Original Agreement shall be deleted in its entirety and replaced with the following:

4. EXTEND TERM OF AGREEMENT TO [*]. Section 17(a) of the Original Agreement shall be deleted in its entirety and replaced with the following:

In the event of any conflict between this Addendum and Original Agreement, this Addendum shall control.

     This Edge Computing Network Service and License Agreement (the “Agreement”) between Limelight Networks, Inc., a Delaware corporation (“Limelight”), and Microsoft Corporation, a Washington corporation (“Microsoft”) is effective as of the 1^st day of March, 2007 (“Effective Date”). Limelight and Microsoft are sometimes jointly referred to as the “Parties” and individually referred to as a “Party.”

WHEREAS, Limelight is in the business of providing content delivery network services; and

WHEREAS, Microsoft is the business of providing software, services and Internet technologies for personal and business computing; and

WHEREAS, Microsoft desires to establish an edge computing network and technology that is an extension of currently existing content delivery networks; and

WHEREAS, Microsoft desires to utilize Limelight’s expertise in building, maintaining and supporting an edge computing network; and

WHEREAS, Limelight is prepared to (1) perform certain professional services, (2) perform certain support services, and (3) license software, know how, trade secrets, and pending patent rights pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS.

     “Advance” shall have the meaning given in Section 5(b).

     “Additional Professional Services Payment” shall have the meaning given in Section 2(e).

     “Agreement” shall mean this Edge Computing Network Service and License Agreement, including all exhibits and other attachments hereto, as the same may be amended from time to time.

     “Catch Up Payment” shall have the meaning given in Section 2(e).

     “Confidential Information” shall have the meaning given in the NDA.

     “CDN” means content delivery network.

     “Disputed Amount” shall have the meaning given in Section 5(e).

     “ECN Node Co-Location Agreement” shall have the meaning given in Section 2(a).

     “Effective Date” shall have the meaning given in the first paragraph of this Agreement.

     “Enhanced [*] Manager” shall have the meaning given in Section 4(a).

     “Enhanced [*] Manager IPR” shall have the meaning given in Section 4(a).

     “Excluded License” shall have the meaning given in Section 4(b).

     “Excluded Service Traffic” shall have the meaning given in Section 6(c).

     “Excluded Software” shall have the meaning given in Section 3(a).

     “Fees” shall have the meaning given in Section 5(a).

     “Fix” shall have the meaning given in Section 3(e).

     “First [*] ECN Node” shall have the meaning given in Section 2(b).

     “Force Majeure” means any cause beyond a Party’s reasonable control, including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or omissions of such Party).

     “Form Co-Location Agreement” shall have the meaning given in Section 2(a).

     “Interconnection Points” shall have the meaning given in Section 8(a).

     “Intellectual Property Rights” means all trade secrets, patents, copyrights, trademarks, moral rights, and any similar rights of any type under the laws of any governmental authority, domestic or foreign, as well as applications for any such rights.

     “Know-How and Trade Secrets” has the meaning given in Section 3(a).

     “Licensed Patents” shall have the meaning given in Section 7(a).

     “Licensed Pending Patents” shall have the meaning given in Section 7(b)

     “Limelight Change of Control” shall mean a transaction or a series of related transactions: (i) in which one or more related parties that did not previously own or control at least a fifty percent (50%) equity interest in Limelight, obtains ownership or control of at least a fifty percent (50%) equity interest in Limelight; or (ii) in which Limelight sells all or substantially all of its assets.

     “Limelight Claims” shall have the meaning given in Section 14(b).

     “Limelight Indemnified Parties” shall have the meaning given in Section 14(b).

     “Limelight Content Delivery Service Agreement” means that certain Content Delivery Service Agreement dated as of March 1, 2007 between Microsoft and Limelight.

     “Limelight Software” shall have the meaning given in Section 3(a).

     “Limelight Software Acceptance” shall have the meaning given in Section 3(d).

     “Limelight Software Delivery Date” shall have the meaning given in Section 3(d).

     “Limelight Software Fee” shall have the meaning given in Section 5(a).

     “Limelight Software [*]” shall have the meaning given in Section 3(e).

     “Limelight Technical Support Director” shall have the meaning given in Section 6(c).

     “Party” or “Parties” shall have the meaning given in the first paragraph of this Agreement.

     “Microsoft Affiliate” shall mean any entity that directly or indirectly controls, is controlled by or is under common control of Microsoft.

     “Microsoft Claims” shall have the meaning given in Section 14(a).

     “Microsoft Edge Computing Network Support Services” shall have the meaning given in Section 2(c).

     “Microsoft Edge Computing Network Specifications” shall have the meaning given in Section 2(a).

     “[*] ECN Node” and “[*] ECN Nodes” shall have the meaning given in Section 2(a).

     “[*] ECN Node Acceptance” shall have the meaning given in Section 2(b).

     “[*] ECN Node Rejection” shall have the meaning given in Section 2(b).

     “[*] ECN Node Space” shall have the meaning given in Section 2(a).

     “[*] ECN Node Equipment/Connectivity” shall have the meaning given in Section 2(a).

     “Microsoft Indemnified Parties” shall have the meaning given in Section 14(a).

     “Microsoft Modifications” shall have the meaning given in Section 3(f).

     “Microsoft Responsibilities” shall have the meaning given in Section 2(b).

     “[*] Traffic” shall have the meaning given in Section 6(c).

     “MVG” shall mean the Microsoft Vendor Guidelines which may be modified by Microsoft from time to time and which are available at http://www.microsoft.com/about/companyinformation/procurement/process/contracting.asp. In the event there is a conflict between the MVG and this Agreement, then this Agreement shall control.

     “NDA” shall have the meaning given in Section 10(a).

     “Patent Claims” shall have the meaning given in Section 14(a).

     “Peer Route Utilization” shall have the meaning given in Section 8(c).

     “Personal Information” shall have the meaning given in Section 12(a).

     “Professional Services” shall have the meaning given in Section 2(a).

     “Professional Services Fees” shall have the meaning given in Section 5(a).

     “Professional Services Fee End Date” shall have the meaning given in Section 2(e).

     “Publicly Available Software” shall mean each of (i) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models; and (ii) any software that requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge. Publicly Available Software includes, without limitation, software licensed or distributed under any of the following licenses

or distribution models, or licenses or distribution models similar to any of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (b) The Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Source License (SISL), and (g) the Apache Server license.

     “Readiness Criteria” shall have the meaning given in Section 2(b).

     “Services” shall mean Professional Services, Support Services, and any other services performed by Limelight under this Agreement.

     “Software Error” shall have the meaning given in Section 3(d).

     “Streaming” means the transfer of data in a stream of packets that are interpreted and rendered, in real time, by a software application as the packets arrive.

     “Subcontractor” shall have the meaning given in Section 9.

     “Support Services” shall have the meaning given in Section 2(c).

     “Successful Test Deployment” shall have the meaning given in Section 3(d).

     “Support Services Fees” shall have the meaning given in Section 5(a).

     “Traffic Commitment” shall have the meaning given in Section 6(c).

     “Traffic Commitment End Date” shall have the meaning given in Section 6(c).

     “Traffic Commitment Payment” shall have the meaning given in Section 6(c).

     “Traffic Commitment Report” shall have the meaning given in Section 6(c).

     “Traffic Commitment Start Date” shall have the meaning given in Section 6(c).

     “Term” shall have the meaning given in Section 17(a).

     “Transition Period” shall have the meaning given in Section 17(e).

     “Update” shall have the meaning given in Section 3(e)

     “[*] Traffic” shall have the meaning given in Section 6(c).

2. LIMELIGHT SERVICES.

     (a) Building [*] ECN Nodes. Limelight shall provide professional services (“Professional Services”) to assist Microsoft in architecting, designing, and building Microsoft edge computing node facilities at specified locations, as recommended by Limelight and as finally determined by Microsoft, around the world (each, a “[*] ECN Node”, and collectively, the “[*] ECN Nodes”) [*], consistent with the operations, specifications, timelines, and other requirements contained in Exhibit A-1 to this Agreement (“Microsoft Edge Computing Network Specifications”).

     (b) [*] ECN Node Readiness.

     (c) [*] ECN Node Support Services. Limelight shall provide Microsoft services (“Support Services”) to support and maintain [*] ECN Nodes, and the Services defined in the Limelight Content Delivery Service Agreement, all consistent with the specifications, timelines, service levels, and other requirements contained in Exhibit B-1 to this Agreement (“Microsoft Edge Computing Network Support Services”). Limelight will provide to Microsoft (i) Tier 1, Tier 2, and Tier 3 Support Services (as set forth in Exhibit B-1) for the period commencing on the Effective Date plus two months and ending [*] later, and (ii) Tier 3 Support Services for the period commencing [*] after the Effective Date plus two months and ending [*] later.

     (d) New Features for Limelight Software. Except as expressly set forth in Section 3(e), Limelight has no obligation to modify Limelight Software, including, but not limited to, providing new functionality, revised functionality, and earlier implementation of planned functionality.

     (e) Committed Amount of Services; Catch Up Payment; Maximum Service Hours. Microsoft shall have the right to use Professional Services, of the type and up to the maximum number of hours for each type of Professional Services as specified in Exhibit B-2, from the Effective Date through July 31, 2010 (the “Professional Services Fee End Date”) for the purpose of fully deploying twenty-four (24) [*] ECN Nodes resulting in total Professional Services Fees of $[*] (except as set forth below). Limelight shall report to Microsoft (i) monthly on the hours for each type of Professional Service used for such month, and (ii) quarterly on the total hours used as compare to the allocation, projection and maximum number of hours for each type of Professional Services as set forth in Exhibit B-2. At Microsoft’s election, Limelight will meet and discuss the number of hours of Professional Services used with the objective of helping ensure that all [*] ECN Nodes will be deployed without the need for any Additional Professional Services Payment, and the Parties will use good faith efforts to adjust staffing for Professional Services to meet that goal and the objectives of this Agreement. In the event that as of the Professional Service Fee End Date this Agreement has not been terminated and Limelight is not in material breach of this Agreement, then such Professional Services will be deemed fully utilized by Microsoft and all Professional Services Fees will be deemed fully earned by Limelight as of the Professional Service Fee End Date, whether or not all [*] ECN Nodes have been deployed, and Microsoft shall pay Limelight an amount equal to $[*] minus the total amount of Professional Fees accruing as of the Professional Service Fee End Date (the “Catch Up Payment”). In the event that Microsoft utilizes Professional Services such that the type and total hours at the corresponding hourly rate of Professional Services (as set forth in Exhibit B-2) totals $[*] or more, then Microsoft shall pay for any additional Professional Services in excess of $[*] at the applicable hourly rates set forth in Exhibit B-2 (the “Additional Professional Services Payment”). Microsoft will pay the Catch Up Payment and any Additional Professional Services Payment under the terms of Section 5(c)-(e), subject to Limelight’s submission of an invoice, as set forth in Section 5(d).

     (f) Additional Items. Modifications to any exhibits may be added to this Agreement from time to time with the mutual written agreement of Limelight and Microsoft and, when so added, such modifications will become part of the applicable exhibit to which it pertains. Except for Fees and Advance set forth in Section 5 (but including all other obligations in Section 5), Limelight shall be responsible at its own cost for any and all equipment and/or software necessary to adequately perform its obligations under this Agreement. Upon Microsoft’s request, Limelight will meet with Microsoft to review Limelight’s performance and any issues

related to Limelight’s compliance with the performance standards in this Agreement (including, without limitation, the Microsoft Edge Computing Support Services, as set forth in Exhibit B-1). Limelight agrees that it will not use any Microsoft facilities and/or any Microsoft-provided equipment (including any equipment owned, leased or rented by Limelight for performing its obligations under this Agreement) to perform services for any person or entity other than Microsoft, without the prior written consent of Microsoft. In the event Microsoft provides Limelight with Microsoft equipment for Limelight’s use in the performance of its obligations under this Agreement, Limelight assumes the risk of loss, damage, theft or disappearance for all such Microsoft equipment while in Limelight’s care, custody or control. In addition, Limelight shall take no actions which affect Microsoft’s title or interest in such Microsoft equipment.

     (g) Project Reviews; Personnel. Microsoft and Limelight will meet reasonably frequently, but at least weekly (decreasing to monthly after [*] of this Agreement), to review the project objectives, scope and schedule; update or modify the schedule as needed; and to review the status of performance for meeting the schedule and other requirements set forth in this Agreement. For purposes of clarity, nothing in this section shall be construed as permitting an informal process for amending this Agreement. Amendments to this Agreement may be made only as set forth in Section 21(g). The Parties will create and send a single project report containing risks and issues to identified team members at Microsoft and Limelight. Reasonably soon after the Effective Date, but not later than [*], Limelight shall designate a project program manager who shall be responsible for coordinating this meeting and creating the report referenced in this section. Limelight may modify the designation of the project program manager from time to time. Limelight agrees that it will consider Microsoft feedback regarding any Limelight employee or Subcontractor.

     (h) Financial Information. In the event that Limelight learns that it has become or will become insolvent, then, within [*] after Limelight so learns, Limelight shall submit financial statements to Microsoft in sufficient detail to allow Microsoft to determine whether Limelight shall be capable of continuing to perform its obligations hereunder, if and to the extent such detailed financial statements are available to Limelight.

     (i) Non-Exclusivity; No Other Minimums. The Parties hereto agree that nothing contained in this Agreement shall be construed as (i) creating an exclusive relationship between the Parties or (ii) except as expressly set forth in Section 6(c), requiring Microsoft to obtain any minimum level of services from Limelight.

     (j) Additional Terms and Conditions for Professional Services. All obligations of Limelight under this Agreement to provide services of any kind, whether consulting, advising, recommending, assisting, developing software or requirements, or any other activity of any kind that requires the work of individuals (except sales activities), will be performed by Limelight by providing Professional Services. Such Professional Services are limited to the type and the maximum number of hours for each type of Professional Services as set forth in Exhibit B-2, and are billable to Microsoft as set forth in Section 2(e) and Section 5(a)(1).

3. LICENSES OF SOFTWARE AND INTELLECTUAL PROPERTY.

     (a) Limelight Software Definition. “Limelight Software” means software that as of the Effective Date is used or required to plan, build, test, deploy, provide, maintain, support, validate, secure, operate or bill any and all of Limelight’s [*] client-installed [*] manager, and dynamic computational services, and including, but not limited to, Limelight’s [*]. Limelight software shall not include the Excluded Software, defined below. “Excluded Software” means (i) any software that Limelight does not have the [*]; (ii) software that is used to deploy, provide, maintain, support, validate, secure, operate or bill Limelight’s content delivery services for Adobe Flash Streaming, Real Networks Real Media on-demand and Streaming; Apple QuickTime or other Apple format on-demand and Streaming; Shoutcast, Icecast, and other MP3 audio on-demand and Streaming formats; and NNTP; (iii) software branded by Limelight as [*]”; and (iv) Limelight’s [*]. With respect to the [*], to the extent that Limelight can readily separate some or all of the software functionality that executes URL redirections for the purpose of dividing services between service delivery infrastructures, then the programs and related documentation (if any) that are readily separable will be included as part of the Limelight Software. In the event that Limelight cannot readily separate some or all of the software functionality that executes URL redirections for the purpose of dividing services between service delivery infrastructures, then Limelight will inform Microsoft how to build software functionality reasonably equivalent to the software functionality that was not readily separable, as set forth in the preceding sentence. A partial list of file names comprising Limelight Software is listed on Exhibit C-1 and a partial list of specifications for Limelight Software is forth in Exhibit C-3. Limelight Software also includes (i), the know-how and trade secrets expressly set forth in Exhibit C-2 (the “Know-How and Trade Secrets”) and (ii) Updates.

     (b) Limelight Software License. Limelight, under all of its Intellectual Property Rights, hereby grants to Microsoft:

     (c) Limelight Software License Exception. The license granted by Limelight in Section 3(b) does not include the right to use Limelight Software [*]. Limelight acknowledges and agrees that as of the Effective Date, none of the services publicly available and offered under [*]. The Limelight Software License is subject to the limitations expressly set forth in Section

5(a)(3) (Payment of Software License Fee) and Section 17 (d) (Termination/Survival of Limelight Software License).

     (d) Limelight Software Delivery & Acceptance. Promptly after the execution of this Agreement, but not later than [*], Limelight shall deliver the Limelight Software to Microsoft in [*] only (along with an offer to provide a complete machine-readable copy of the corresponding [*] solely for the open source software modules listed in Exhibit C-1), along with a list of all software required to make the Limelight Software fully operational that Limelight does not deliver. The date on which Limelight initially delivers the Limelight Software and list of other software to Microsoft will be the “Limelight Software Delivery Date.” Promptly after the Limelight Software Delivery Date, Microsoft shall commence deploying the Limelight Software in an internal, production test environment for the purpose of having the Limelight Software fully operational in such production test environment (the “Successful Test Deployment”). After (i) the Successful Test Deployment, and (ii) Microsoft’s issuance of the ECN Node Acceptance for the First [*] ECN Node (satisfaction of both being the “Limelight Software Acceptance”), the Limelight Software License Fee shall be due as set forth in Section 5(a)(3), and Limelight will deliver the Limelight Software to Microsoft in [*] and [*]. Microsoft may notify Limelight at any time of any potential defect it identifies in the Limelight Software (each such potential defect being a “Software Error”) by notifying Limelight in writing or by opening a ticket on Limelight’s electronic incident reporting system, providing as much detail as is reasonably possible. Limelight shall respond to Software Error notifications within a reasonable period of time. Software Errors that are not actual software defects, but that reflect the correct operation of the Limelight Software, will not be corrected. Any Software Error reported during the Term that is identified by Limelight as constituting an actual software defect will be corrected by Limelight within a reasonable period of time. If Limelight repeatedly fails to correct Software Errors that preclude either the Successful Test Deployment or the Limelight Software Acceptance, then Microsoft may, at its option: (i) accept and retain the Limelight Software with all rights and obligations as set forth in this Agreement for such Limelight Software by issuing the Limelight Software Acceptance; or (ii) terminate this Agreement for cause pursuant to Section 17, provided, however, that, if Microsoft elects to terminate this Agreement under the circumstances provided for in this section, Microsoft need not provide Limelight the cure period specified in Section 17 and Microsoft will only be responsible for those charges that have accrued as of the termination date. For purposes of clarity, Microsoft’s selection of an option (as set forth in the immediate preceding sentence) for Successful Test Deployment, shall not dictate the option, if any, Microsoft may chose for Limelight Software Acceptance.

     (e) Limelight Software Updates & Documentation. Commencing after the Effective Date, Limelight shall provide Microsoft (i) [*], and (ii) all error corrections, bug fixes, enhancements, revisions or modifications to the Limelight Software, all in [*] and [*], that Limelight makes to the Limelight Software through the Term, and (iii) all error corrections intended to mitigate software defects that directly and adversely affect the core service operation, that Limelight makes in its own deployed instance(s) of the Limelight Software, to the extent that such error corrections are separately identifiable as applicable solely to the Limelight Software, all in [*] and [*], occurring during the Term (subpart (ii) and (iii) are each a “Fix,” and collectively with the Limelight Software [*], the “Updates”). For purposes of clarity, nothing in this Agreement shall be construed as requiring

Limelight to release Limelight Software [*]. Limelight shall have no obligation to create any error correction or update to any of the Limelight Software after the Term, whether or not Microsoft identifies a software error after that date. Microsoft understands and acknowledges that Limelight may in the future replace some or all modules of the Limelight Software within Limelight’s own operations, and that once Limelight has replaced a module of the Limelight Software with a replacement module, that Limelight will make no further error corrections to, or updates to, the replaced module. Also, in the event that Limelight deploys Limelight Software [*], then Limelight will cease supporting the first version of the Limelight Software a reasonable time after the later of the date that: (i) Limelight delivers Microsoft Limelight Software [*]; and (ii) Limelight fully deploys Limelight Software [*] throughout its own production environment. In no event shall Limelight be required under this Agreement to develop Limelight Software error correction due to a problem that is not attributable to Limelight. Limelight shall provide Microsoft with reasonable access to intermediate check-ins, final-form [*], designs, diagrams, specifications, requirements, test plans, prototypes and development history for the Limelight Software for which Limelight has the right to disclose [*], and will identify all other software used in or relied upon in the Limelight Software which is currently deployed and operated within the Limelight contend delivery network.

     (f) Microsoft Modification of Limelight Software. In the event that Microsoft modifies the Limelight Software, then Microsoft, in its sole discretion, may elect to deliver source and [*] for such modifications to Limelight under the license set forth in this section. For purposes of clarity, nothing in this section shall be construed as requiring Microsoft to deliver or license to Limelight any software, including modifications of the Limelight Software. Subject to the provisions of this Agreement, in the event that Microsoft delivers its modifications of the Limelight Software to Limelight, in either source or [*], then with respect to such delivered software (the “Microsoft Modifications”), Microsoft hereby grants Limelight a perpetual, non-exclusive, non-assignable, nontransferable, worldwide, personal, limited license to use the Microsoft Modifications solely for Limelight’s content delivery network service. In the event that Microsoft licenses Microsoft Modifications to Limelight under this section and Limelight chooses to use such Microsoft Modifications, then, subject to appropriate Limelight business and strategic evaluation, functional evaluation, review, testing and other quality assurance activities, Limelight will use commercially reasonable efforts to evaluate the Microsoft Modifications for deployment in, or in conjunction with, Limelight’s deployment of Limelight Software, provided that, such deployment of Microsoft Modifications does not interfere with, conflict with, negatively affect, or otherwise harm Limelight’s business, operations, financial performance, or industry reputation; and if necessary and if Limelight has elected to deploy the Microsoft Modifications, Limelight will use commercially reasonable efforts to enable Microsoft, at Microsoft’s expense, to deploy additional systems within Limelight’s service delivery infrastructure which can communicate directly with Microsoft Modifications, provided that such systems do not interfere with, conflict with, or otherwise harm Limelight’s business.

     (g) Microsoft Caused Software Errors. In the event that Microsoft reports to Limelight or Limelight otherwise identifies a Software Error (for example, due to degraded performance) and such Software Error is found to have been contained within or caused by Microsoft’s modification of the Limelight Software, then any Tier 3 engineering resources used to identify and resolve or otherwise correct such Software Error shall be chargeable as

Professional Services as set forth in this Agreement. For purposes of clarity, any Tier 3 engineering resources used to identify and resolve or otherwise correct any other Software Errors, including those caused by Microsoft Modifications that Limelight introduces into the Limelight Software code base will not be chargeable as Professional Services.

4. OTHER SOFTWARE

     (a) Enhanced [*] Manager. Limelight and Microsoft may elect to [*] based on Limelight’s [*]. If the Parties so elect, then the Parties shall establish a written program and agreement, manually signed by each Party, for [*] a specification for the Enhanced [*] Manager, a schedule for [*] Enhanced [*] Manager, a list of persons assigned to perform program management, software development and testing, and including such other details as are reasonably necessary for [*]. All Intellectual Property Rights that are created, developed, written, conceived or first reduced to practice as a result of [*] Enhanced [*] Manager [*] shall be allocated as expressly set forth in the written agreement for such Enhanced [*] Manager [*].

     (b) Other Microsoft Software. If Microsoft provides software, related materials or other items (such as documentation, photographs, music, graphics, multimedia, prototypes, or demos) for Limelight’s use to perform Services, other than Microsoft Modifications (which is governed by Section 3(f)) or the Enhanced [*] Manager (which is governed by Section 4(a)), then Limelight’s use of the software or item shall be governed by the license which is contained in it or accompanies such software or item when delivered to Limelight. If no such license exists, then Microsoft grants Limelight a nonexclusive, nontransferable, non-assignable, limited license to use the software or item, as appropriate, solely for the purpose of creating and performing Services. Such license rights do not include any license, right, power or authority to subject the Microsoft software or item, in whole or in part, to any terms of an Excluded License. Microsoft or its suppliers retain all right, title, and interest in and to the software or item. “Excluded License” means any license requiring, as a condition of use, modification and/or distribution of the software subject to the license, that such software or other software combined and/or distributed with it be (a) disclosed or distributed in [*] (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge.

     (c) Microsoft Products. In the event that Limelight makes proposals for enhancements to, and/or additional functionality for, Microsoft software products which are designed to improve the delivery performance, data accuracy, cost efficiency, and/or revenue productivity/yield of the Limelight content delivery network or the Microsoft edge computing network, then Microsoft shall use good faith efforts to receive and, as appropriate, consider such proposals.

5. LIMELIGHT FEES.

     (a) Fees and Rates. Microsoft shall pay Limelight the fees set forth in Section 5(a)(1-3) (collectively, the “Fees”) in accordance with the terms of this Agreement, including, but not limited to, Sections 5(c)-(e):

     (b) Advance Against Service Fee. As of the Effective Date, Microsoft shall pay Limelight a refundable advance of [*] UNITED STATES DOLLARS (US$[*] (the “Advance”). Limelight shall invoice Microsoft for the Advance, and such invoice will be paid as set forth in Section 5(c)-(e). Microsoft may offset the Advance against the Professional Service Fees by offsetting $[*] against each of the two payments of $[*] due upon Microsoft’s acceptance of [*] ECN Nodes numbers [*]. In the event that by the earlier of [*] and the termination date of this Agreement, Limelight Professional Service Fees billings have not been sufficient to offset the entire amount of the Advance, then Limelight shall promptly (but not later than [*]) pay Microsoft the amount of the non-offset portion of the Advance upon written notice by Microsoft.

     (c) Payment Terms. Limelight shall invoice Microsoft for Professional Services Fees, Support Services Fees and Limelight Software License Fee as each accrues under this Agreement. Limelight shall invoice Microsoft for all other Fees incurred for Services during a month on or after the [*] of the month following the month in which the Services were provided. Upon receipt of a correct and undisputed invoice, Microsoft shall pay the invoice net [*] from the date of the invoice. Payments shall be made according to Microsoft’s then-current payment policies, which include payment via ACH electronic payment to Limelight’s financial institution under instructions supplied by Limelight in Microsoft’s ACH Electronic Payment form.

     (d) MS Invoice. Limelight shall invoice Microsoft for all amounts via the MS Invoice online tool in accordance with the then-current requirements at http://invoice.microsoft.com. All invoices shall be submitted with line-item detail identifying all aspects of the Service provided to Microsoft. Invoices shall not bear an invoice date earlier than the date on which Limelight shall be entitled to be paid under this Agreement, or if not specified, invoices may be issued monthly in arrears.

     (e) Disputed Amounts. Microsoft may dispute any invoice by providing written notice to Limelight within [*] of receiving the invoice (each a “Disputed Amount”). All Disputed Amounts that Microsoft agrees in writing to pay, or that are required to be paid pursuant to a final court order or arbitration award (along with any other amounts legally required, e.g., by statute or under this Agreement), shall be paid on the payment terms in Section 5(c)-(d). Payment of an invoice without asserting a dispute is not a waiver of any claim or right. Failure to dispute an invoiced amount within the [*] period shall not be deemed a waiver of any claim unknown to Microsoft at the time.

6. LIMELIGHT CONTENT DELIVERY SERVICE AGREEMENT AMENDMENTS. The Parties amend the Limelight Content Delivery Service Agreement, as more fully set forth in this section.

     (a) Service Fee. All pricing is as set forth in the Limelight Content Delivery Service Agreement.

     (b) Contract Pricing Adjustment. Limelight and Microsoft agree that they will meet to discuss adjusting the prices recited in the Limelight Content Delivery Service Agreement [*] (and such other additional times as the Parties agree) to reflect any change in market prices for CDN services of the amount and type contained herein. The Parties acknowledge that any changes in pricing will have an inverse effect on the balance of the Traffic Commitment; that is, an increase in pricing will result in a decrease in the balance of the Traffic Commitment, and a decrease in pricing will result in an increase in the balance of the Traffic Commitment. Such adjustment to pricing and the balance of the Traffic Commitment shall be made via a written amendment to the Limelight Content Delivery Service Agreement (for adjustments to pricing) and this agreement (for adjustments to the Traffic Commitment) and shall be effective as of [*], unless such written amendment is agreed [*] of that year, in which case such change shall be effective as of the first day of the calendar quarter in which such written amendment is actually reached. If Limelight and Microsoft are not able to agree as to the terms of an amendment to adjust the prices recited in the Limelight Content Delivery Service Agreement and the balance of the Traffic Commitment, then the prices contained in the Limelight Content Delivery Service Agreement and the balance of the Traffic Commitment will remain in effect until such time as the Parties are able to reach an agreement. If Limelight and Microsoft agree that no change in the prices recited in the Limelight Content Delivery Service Agreement is warranted, then no amendment to this agreement need be executed.

     (c) Traffic Commitment. During the time period commencing on [*] and ending [*] from the Effective Date, and subject to terms, conditions and limitations set forth in this Agreement, Microsoft shall meet the Traffic Commitment, defined below.

7. PATENT LICENSE

     (a) By Microsoft.

     (b) By Limelight.

8. PEERING.

     (a) Exchange of Traffic. Microsoft and Limelight may exchange TCP/IP data traffic over their respective networks, i.e., Limelight would route its traffic through the [*] ECN Node, and Microsoft would route its traffic (except for traffic under the Limelight Content Delivery Service Agreement) through the Limelight content delivery network. If the Parties so elect to exchange data traffic, then the Parties will set forth in writing the interconnection points for such data traffic exchange (the “Interconnection Points”), and each Party shall provide, at its own expense, connections from its network to the Interconnection Point. Neither Party shall monitor, filter or otherwise restrict the contents of the other Party’s data or traffic as it passes through the Interconnection Points except (i) pursuant to an appropriate confidentiality agreement as necessary for network service or network security, including without limitation to respond to spamming or denial of service attacks, so long as a Party is in compliance with applicable law; (ii) pursuant to the Parties’ respective Acceptable Use Policies; or (iii) in compliance with applicable law or an applicable court order or subpoena. Either Party may monitor control traffic or TCP/IP header and protocol information necessary solely for the operation, problem resolutions and engineering of the Party’s network. The Parties may share this information with each other for such purposes. In no event shall the monitoring Party disclose such information to third parties, except (i) pursuant to an appropriate confidentiality agreement as necessary for network service or network security, including without limitation to respond to spamming or denial of service attacks; or (ii) in compliance with applicable law or an applicable court order or subpoena. Neither Party shall provide to third parties any samples or statistical information derived from the data traffic that passes through the Interconnection Points except (i) pursuant to an appropriate confidentiality agreement as necessary for network service or network security, including without limitation to respond to spamming or denial of service attacks; or (ii) in compliance with applicable law or an applicable court order or subpoena, provided that either Party may collect statistical information derived from the data traffic solely for the purposes of operation, problem resolution and engineering of that Party’s network.

     (b) Technical and Operational Matters. If Microsoft and Limelight elect to exchange traffic as set forth in Section 8(a), then the Parties shall work together to establish mutually acceptable performance objectives and operational procedures to enable each Party to provide a high quality service over its network and the Interconnection Points in a cost effective manner.

     (c) Pricing. If Microsoft and Limelight elect to exchange traffic as set forth in Section 8(a), then the Parties shall establish in writing the charge for Peer Route Utilization, defined below (provided that, the maximum charge shall be mutually agreed to at the time the exchange of traffic is developed and as modified by the Parties from time to time, using the Burstable Billing calculation method set forth in the Limelight Content Delivery Service Agreement. “Peer Route Utilization” means the amount of traffic delivered for Microsoft on the Limelight content delivery network using Limelight’s settlement-free routes (except for traffic

under the Limelight Content Delivery Service Agreement), and similarly, the amount of traffic delivered for Limelight on the [*] ECN Node using Microsoft’s settlement-free routes, provided that (i) the Mbps delivered by the [*] ECN Node will be calculated by measuring the Mbps delivered at each [*] ECN Node location using the Burstable Billing method (as set forth in the Limelight Content Delivery Service Agreement), and then summing the measurements of each location to arrive at a [*] ECN Node total Mbps delivered, (ii) the Mbps delivered on peer routes will be similarly measured at each Limelight content delivery network and [*] ECN Node location, and (iii) the measurement will occur in aggregate across all Microsoft properties. If Microsoft pays Limelight under this section, then such payment shall be paid as set forth in Section 5(c)-(e), subject to Limelight’s submission of an invoice, as set forth in Section 5(d). If Limelight pays Microsoft under this section, then Microsoft shall issue Limelight an invoice for such amount and Limelight shall pay Microsoft the invoiced amount within [*] or, at Microsoft’s discretion, Microsoft may offset any amounts Limelight owes Microsoft under this section against any amounts Microsoft owes to Limelight.

     (d) Peering Reports. Limelight shall provide Microsoft (i) a monthly report detailed for each Microsoft property displaying traffic, co-lo, network usage, rack, power, and peering over the Limelight Network, and (ii) a monthly report for Limelight traffic, co-lo, network usage, rack, power, and peering over the [*] ECN Node network. Limelight will reconcile these two reports and provide a document showing the Peer Route Utilization for that month provided for both the [*] ECN Nodes and the Limelight Network.

9. SUBCONTRACTING OF WORK. Limelight shall not subcontract all or any portion of the Services to third parties (each, a “Subcontractor”) without the express prior written consent of Microsoft, which consent shall not be unreasonably withheld. In the event Microsoft approves the use of a Subcontractor, Limelight agrees to do so in compliance with the MVG and the following conditions:

     (a) Limelight guarantees its Subcontractor’s fulfillment of the applicable obligations imposed on Limelight by this Agreement.

     (b) Limelight shall indemnify Microsoft for all damages and/or costs of any kind, to the extent set forth in Section 14 herein, incurred by Microsoft or any third party and caused by Subcontractor’s fulfillment of the applicable obligations imposed on Limelight by this Agreement.

     (c) Limelight agrees to make all payments to the Subcontractor for Services performed for which Subcontractor was hired. If Limelight fails to pay a Subcontractor for Services performed and there is no existing bona fide dispute between Limelight and the Subcontractor related to such unpaid amount, then after Microsoft provides [*] advance written notice to Limelight, Microsoft shall have the right, but not the obligation, to pay such Subcontractor for such Services. Microsoft shall then have the right to offset any amounts due and owing to Limelight with the amounts paid to such Subcontractor. Limelight shall indemnify Microsoft for all damages and/or costs of any kind, without limitation, incurred by Microsoft caused by a failure of Limelight to pay a Subcontractor for Services performed. Limelight agrees that subcontractor billing shall not include any mark up of fees charged Limelight by subcontractor.

     (a) Scope. The Parties acknowledge and agree that the terms of the Microsoft Corporation Non-Disclosure Agreement dated August 10th 2004 (the “NDA”) will be deemed incorporated herein, that their obligations of confidentiality shall be governed by the NDA, and further, that the existence of this Agreement, the terms and conditions of this Agreement, and all such related information are hereby specifically designated as Confidential Information under the NDA.

     (b) All aspects of the [*] ECN Nodes, the existence of the [*] ECN Nodes, and all such related information are hereby specifically designated as Confidential Information of Microsoft under the NDA. Microsoft and Limelight shall collaborate to ensure that sufficient controls are in place to ensure that each Party, as it performs under this Agreement, complies with its separate nondisclosure obligations.

     (c) The Know-How and Trade Secrets that Limelight discloses to Microsoft in the performance of this Agreement are specifically designated as Confidential Information of Limelight under the NDA, and Microsoft shall not use the Know-How and Trade Secrets except as set forth in Section 3.

     (d) Notwithstanding the confidential nature of this Agreement, Microsoft and Limelight agree to publicize the general purposes of this Agreement as set forth in Section 21(i).

     (a) This section applies to all aspects of the [*] ECN Nodes, except for the Limelight Software. Microsoft’s rights to the Limelight Software are set forth in Section 3. Except for the Intellectual Property Rights subject to the license from Limelight to Microsoft in this Agreement, as between Microsoft and Limelight, Microsoft owns all right, title and interest in each [*] ECN Node, including all Intellectual Property Rights embodied in or associated with any [*] ECN Node. Except as expressly stated in this Agreement, the Parties will have no rights of any kind in or to any of each other’s Intellectual Property Rights. There are no implied licenses under this Agreement, and any rights not expressly granted under this Agreement are reserved by the respective Party.

     (b) Except for Know-How and Trade Secrets, neither Party is prohibited or enjoined at any time from utilizing any skills or knowledge of a general nature created by it during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be through other means than through exposure to the work of the other Party.

     (c) Nothing in this Agreement will be construed as restricting Microsoft’s ability to acquire, license, develop, manufacture or distribute for itself, or have others acquire, license, develop, manufacture or distribute for Microsoft, similar technology performing the same or similar functions as the technology contemplated by this Agreement, or to market and distribute such similar technology in addition to or, subject to the terms and conditions of this Agreement, in lieu of the technology contemplated by this Agreement.

     (d) Technology Cooperation Agreement: During the Term of this Agreement, Limelight and Microsoft will: i) work together where possible [*] work together to improve the effectiveness of their CDN services, including, but not limited to, performance, measurement, and functionality; and iii) publicize the relationship established by this Agreement as set forth in Section 21(i).

     (a) For the purposes of this section, “Personal Information” means any information (i) that identifies or can be used to identify, contact, or locate the person to whom such information pertains, or (ii) from which identification or contact information of an individual person can be derived. Personal Information includes, but is not limited to: name, address, phone number, fax number, email address, social security number or other government-issued identifier, and credit card information. Additionally, to the extent any other information (such as, but not necessarily limited to, a personal profile, unique identifier, biometric information, and/or IP address) is associated or combined with Personal Information, then such information also will be considered Personal Information.

     (b) Any Personal Information collected or accessed by Limelight in performing the Services shall be limited to that which is strictly necessary to perform such Service or to fulfill any legal requirements. If the Service involves the collection of personal information directly from individuals, such as through a webpage, Limelight shall provide a clear and conspicuous notice regarding the uses of the personal information. Such notice shall comply with all relevant guidelines contained in the MVG or as otherwise provided by Microsoft.

     (c) Limelight shall use Personal Information only as necessary to perform Services in accordance with this Agreement and not for any other purpose whatsoever. Limelight shall maintain Personal Information in strict confidence in accordance with the provisions of the NDA. Limelight shall not share any Personal Information that is collected or possessed by Limelight with any third parties for any reason except as necessary to carry out the Services, and only under terms and conditions substantially similar to those contained in this section. If Limelight is served with a court order compelling disclosure of any Personal Information or with notice of proceedings for such an order, Limelight shall oppose the order, notify Microsoft of such order or notice, and provide Microsoft the opportunity to intervene before Limelight files any response to the order or notice.

     (d) Limelight shall take reasonable steps to protect Personal Information in Limelight’s possession from unauthorized use, access, disclosure, alteration or destruction. Security measures shall include access controls, encryption or other means, where appropriate. Limelight must immediately notify Microsoft of any known security breach that may result in the unauthorized use, access, disclosure, alteration or destruction of Personal Information. Limelight agrees to conduct an audit on at least an annual basis to evaluate the security of Personal Information in Limelight’s possession and to verify that the terms of this Agreement with respect to Personal Information are being followed. The results of such audit shall be made available to Microsoft on request.

     (e) Upon request from Microsoft, Limelight shall provide Microsoft with any or all Personal Information in Limelight’s possession. Upon termination or expiration of this

Agreement, Limelight shall within [*] thereafter, at Microsoft’s sole discretion, either (i) provide Microsoft with all documents and materials (including any and all copies) containing Personal Information, together with all other materials and property of Microsoft, which are in its possession or under its control, or (ii) destroy all such specified documents and materials (including any and all copies in any and all formats) and provide Microsoft with a certificate of destruction signed by an officer of Limelight.

     (a) By Limelight. Limelight represents and warrants to Microsoft as follows:

Except as otherwise provided in this Agreement, Limelight expressly disclaims, all other representation, warranties or conditions, whether express, implied, statutory or otherwise, including, without limitation, the implied warranties of merchantability, title, and fitness for a particular purpose. For purposes of clarity, Limelight Software is licensed “as is” and Limelight makes no warranty, express or implied, including the implied warranty of fitness for a particular purpose, for any Limelight Software. Limelight does not warrant uninterrupted or error-free operation of any Limelight Software.

     (b) By Microsoft. Microsoft represents and warrants to Limelight that:

     (c) Consequential Damages. EXCEPT FOR OBLIGATIONS UNDER SECTION 14 OR A BREACH OF SECTION 10 IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

     (a) By Limelight.

     (b) By Microsoft.

     (c) Should the Services, the Limelight Software or the [*] ECN Node (or any portion thereof) be held to constitute an infringement, Limelight shall notify Microsoft and immediately, at Limelight’s expense: (i) procure for Microsoft the right to continued use of the Services, the Limelight Software or the [*] ECN Node (or any portion thereof as applicable) or (ii) replace or modify the Services, the Limelight Software or the [*] ECN Node (or any portion thereof as applicable) such that it is non-infringing, provided that the replacement or modification meets the requirements of this Agreement to Microsoft’s satisfaction.

     (d) The indemnification set forth in this Section 14 applies to the specific scope set forth in this Agreement. The Parties have agreed to [*]. For purposes of clarity, no Party shall receive indemnification for the same loss under both this Agreement and the [*].

15. INSURANCE. Limelight shall keep in full force and effect during the term of this Agreement: (i) comprehensive general liability insurance in an amount not less than $2 million per occurrence for bodily injury and property damage; and (ii) workers’ compensation insurance in an amount not less than that required by applicable law. Limelight shall ensure that its contractors and subcontractors obtain and maintain the same types and amount of coverages as required of Limelight herein. On Microsoft request, Limelight will deliver to Microsoft, certificates of insurance which evidence the minimum levels of insurance set forth in this section.

16. TAXES. Microsoft is not liable for any taxes that Limelight is legally obligated to pay and which are incurred or arise in connection with the sale of Services, the Limelight Software license or any other payment to Limelight under this Agreement. All taxes (including but not limited to net income or gross receipts taxes, franchise taxes, and property taxes) shall be Limelight’s financial responsibility. Microsoft may provide Limelight with a valid exemption certificate, and Limelight shall not collect taxes covered by the certificate. Limelight shall indemnify, defend and hold Microsoft harmless from any taxes (including sales or use taxes paid by Microsoft) or claims, causes of action, costs (including without limitation, reasonable attorneys’ fees) and any other liabilities of any nature whatsoever related to taxes. Notwithstanding the foregoing, Microsoft shall pay Limelight any sales or use taxes owed by Microsoft solely as a result of entering into and performing this Agreement and which are required to be collected from Microsoft by Limelight under applicable law. If taxes are required to be withheld on any amount to be paid by Microsoft to Limelight, Microsoft shall deduct them from the amount owed and pay them to the appropriate taxing authority. At Limelight’s written request and expense, Microsoft shall use reasonable efforts to assist Limelight in obtaining tax certificates or other documentation evidencing such payment, but the responsibility for documentation remains with Limelight. This section shall govern the treatment of all taxes arising in connection with this Agreement notwithstanding any other section of this Agreement.

     (a) Duration. Subject to Section 17(b)-(c) hereof, the period of time during which this Agreement shall be in effect (the “Term”) commences on the Effective Date and shall continue for a period of [*] thereafter. This Agreement shall be renewable by mutual agreement of Microsoft and Limelight.

     (b) Termination for Cause. Either Party may terminate this Agreement if:

     (c) Microsoft Termination. Microsoft may terminate this Agreement:

     (d) Effect of Termination and Survival. In the event this Agreement terminates prior to completing the Term, then Limelight and Microsoft ensure that each [*] ECN Node operates independent of all Limelight facilities, except for those dependencies agreed to in writing. Notwithstanding termination of this Agreement, Microsoft shall pay to Limelight all Services Fees earned prior to termination that are not Disputed Amounts and subject to offset as set forth in this Agreement, and each Party shall return any Confidential Information or property of the other Party within [*] from the date of such termination. In addition, Limelight shall return all data derived from Services performed under this Agreement to Microsoft within

[*] from the date of such termination. Sections 1, 3 (provided Microsoft has submitted a Limelight Software Acceptance and paid the Limelight Software Fee), 4 (a), 5 (solely with respect to Fees accruing as of the date of termination or expiration), 9, 10, 11, 12, 13, 14, 15 (for [*]), 16, 17, 18 (for [*]), 19, 20, and 21 will survive any termination or expiration of this Agreement. Section 7 shall survive expiration of this Agreement but not termination of this Agreement. For purposes of clarity, the survival of all other agreements between Limelight and Microsoft shall be in accordance with the respective terms of those agreements, including but not limited to, the Limelight Content Delivery Service Agreement and any co-location agreements formed using the Form Co-Location Agreement.

     (e) Transition of Services. Upon the expiration or termination of this Agreement and for up to six (6) months following the effective date of such expiration or termination (the “Transition Period”), Limelight will provide to Microsoft assistance as reasonably requested by Microsoft to facilitate the orderly transfer of the Services to a third party which will provide services similar to those Services provided by Limelight hereunder. During the Transition Period Limelight will be compensated based on mutually agreeable rates for these transition services not to exceed the pricing described in this Agreement for comparable services or, if the transition services are not comparable to services described in this Agreement, as mutually agreed by the Parties.

18. RECORDS AND AUDIT. During the term of this Agreement and for [*] thereafter, Limelight agrees to keep all usual and proper records and books of account and all usual and proper entries relating to its costs and expenses, and the quality and performance reports in providing the Services and meeting its other obligations under this Agreement. Also, during the above referenced period, Microsoft shall have the right to cause an audit and/or inspection to be made of the applicable Limelight records and facilities in order to verify statements issued by Limelight (and Subcontractor, if applicable) related to compliance with the terms of this Agreement. Any such audit shall be conducted by Microsoft corporate internal audit or a certified public accountant selected by Microsoft. Except as specified herein, Microsoft shall be responsible for all costs and attorney fees related to such audits. Limelight agrees to provide Microsoft’s designated audit or inspection team access to the relevant Limelight records and facilities. If an audit reveals that Limelight has misstated any amounts or reports by five percent (5%) or more for any audited period of time, Limelight agrees, in addition to re-computing and making appropriate adjustments to Microsoft, to pay Microsoft all reasonable costs and expenses incurred by Microsoft in conducting such audit, including, but not limited to, any amounts paid to any auditor or attorney.

19. MICROSOFT TRADEMARKS. Limelight shall not use the Microsoft name or other Microsoft trademarks in any manner, except as expressly permitted under this Agreement.

20. NOTICES. All notices, authorizations, and requests in connection with this Agreement shall be deemed given: (i) on the day they are deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested; (ii) on the day they are sent by air express courier, charges prepaid; or (iii) on the day of transmittal if sent by facsimile; and addressed as follows:

Either Party may change the above information by giving written notice to the other Party pursuant to this section.

     (a) RELATIONSHIP OF PARTIES. LIMELIGHT AND MICROSOFT ARE INDEPENDENT CONTRACTORS AND THIS AGREEMENT WILL NOT ESTABLISH ANY RELATIONSHIP OF PARTNERSHIP, JOINT VENTURE, EMPLOYMENT, FRANCHISE OR AGENCY BETWEEN LIMELIGHT AND MICROSOFT. NEITHER LIMELIGHT NOR MICROSOFT WILL HAVE THE POWER TO BIND THE OTHER OR INCUR OBLIGATIONS ON THE OTHER’S BEHALF WITHOUT THE OTHER’S PRIOR WRITTEN CONSENT.

     (b) Governing Law. This Agreement shall be construed and controlled by the laws of the State of Washington, and the Parties consent to exclusive jurisdiction and venue in the

federal courts sitting in the Western District of Washington, unless no federal subject matter jurisdiction exists, in which case the Parties consent to exclusive jurisdiction and venue in the State courts of King County, Washington. The Parties waive all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either Party in the manner authorized by applicable law or court rule.

     (c) Severability; Waiver. If any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, then the remaining provisions of this Agreement will remain in full force and effect, except that if such court finds any of the provisions of Sections 3, 4, 11, or of the NDA, to be unenforceable, either Party may elect to terminate the Agreement. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.

     (d) Assignment. Upon the written notice to Limelight, Microsoft may assign this Agreement in whole to any wholly owned subsidiary or an affiliate in which it holds at least fifty percent (50%) ownership interest, or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Microsoft may not otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Limelight, and any attempted assignment or delegation without such consent will be void. Except to a successor in interest to substantially all of Limelight’s assets (and subject to Section 7 and Section 17(c)(1)), Limelight shall not sell, assign, transfer, pledge or encumber any of its rights or delegate any of its duties or obligations under this Agreement (by actual assignment or by operation of law, including without limitation through a merger, acquisition, consolidation, exchange of shares, or sale or other disposition of assets, including disposition on dissolution), without the prior written consent of Microsoft. This Agreement will bind and inure to the benefit of each Party’s permitted successors and permitted assigns.

     (f) Precedence. To the extent that any provision contained in any exhibit is inconsistent or conflicts with this Agreement (exclusive of the exhibit), the provisions of this Agreement (exclusive of the exhibit) shall control over the exhibit. To the extent that any provision contained in the Limelight Content Delivery Service Agreement is inconsistent or conflicts with this Agreement, the provisions of this Agreement shall control over the Limelight Content Delivery Service Agreement.

     (g) Amendment. This Agreement may be amended only in a written agreement signed by all Parties, except that Microsoft reserves the right to unilaterally modify the MVG as it deems necessary from time to time and Limelight agrees to comply with all such modifications.

     (h) No Solicitation. From and after execution of this Agreement through the end of the Term, neither Limelight or persons within the Global Foundation Services group of Microsoft will solicit the employees of the other without the consent of the other, except for any persons hired by Limelight related to a [*] ECN Node, and except persons hired as the result of indirect solicitations (e.g., general newspaper advertisements, employment agency referrals and internet postings).

     (i) Press Releases/Publicity. Except as permitted under the Limelight Content Delivery Service Agreement, Limelight shall not issue press releases or publicity in any form

that relates to this Agreement and Limelight shall not use the name “Microsoft” or “Microsoft Corporation” or any Microsoft trademarks. The foregoing notwithstanding, Microsoft consents to permit Limelight to issue the press release set forth in Exhibit G.

     (j) Entire Agreement. The Limelight Content Delivery Service Agreement and the NDA each exists as a separate agreement between the Parties and except for the Limelight Content Delivery Service Agreement and the NDA, this Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and, supersedes all oral understandings, representations, prior discussions and preliminary agreements. Any representations, warranties, promise or conditions not expressly contained in this Agreement shall not be binding upon the Parties. This Agreement may be executed electronically and in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Once signed by both Parties, any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile) is considered an original.