EXHIBIT 10.7
SEARCH RESULT AGREEMENT
This is to acknowledge a content integration agreement between ▇▇▇▇▇▇▇▇.▇▇▇
("PARTNER") and ▇▇▇▇▇.▇▇▇ ("▇▇▇▇▇.▇▇▇"). PARTNER and ▇▇▇▇▇.▇▇▇ agree to the
following:
1. ▇▇▇▇▇.▇▇▇ will include PARTNER search results in the "meta search"
returns that result from queries at the ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇ service.
▇▇▇▇▇.▇▇▇ will list Partner's search results ahead of all other search
engines and directories. At least one of PARTNER's search results will
appear among the top five of all results displayed for at least 50% of
all search queries and, in all events, at least one Partner's search
results will appear on the first page of results. ▇▇▇▇▇.▇▇▇ will
include at least two additional such results in the first four result
pages. ▇▇▇▇▇.▇▇▇ will clearly label the results provided by PARTNER as
those of ▇▇▇▇▇▇▇▇.▇▇▇. PARTNER must provide ▇▇▇▇▇.▇▇▇ with the
PARTNER's top ranked search results for every, and all, queries to be
displayed on ▇▇▇.▇▇▇▇▇.▇▇▇.
2. Payments: PARTNER will pay ▇▇▇▇▇.▇▇▇ [**Redacted**] revenue generated
by visits ("click-through revenue") sent to PARTNER site as a result
of the search returns described in paragraph 1 above.
3. Payment terms: PARTNER will pay ▇▇▇▇▇.▇▇▇ within 30 days of receipt of
documentation of the number of visits sent from links described in
paragraph 1 above. Partner may review ▇▇▇▇▇.▇▇▇'s records on reasonable
notice to verify the accuracy of such documentation.
4. Confidentiality: The terms of the agreement between ▇▇▇▇▇.▇▇▇ and
PARTNER are strictly confidential and not to be disclosed without prior
approval by the other party.
5. Announcements: Both parties will mutually approve any announcement of
this agreement prior to its release. Approval will cover the content of
the announcement and the timing of its release.
6. TERM: ONE YEAR FROM DATE OF EXECUTION UNLESS TERMINATED IN ACCORDANCE
WITH PARAGRAPH 7 BELOW.
7. Termination: After an initial minimum term of 6 months, either party
may terminate this agreement with 30 days written notice. If terminated
in the middle of a month, payments will be pro-rated for the final
month. ▇▇▇▇▇.▇▇▇ RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT AT ANY
TIME AT ITS SOLE DISCRETION IF IT REASONABLY DEEMS THAT THE SEARCH
RESULTS PROVIDED BY THE PARTNER ARE UNACCEPTABLE WITH REGARDS TO THEIR
RELEVANCE AND QUALITY. PARTNER RESERVES THE RIGHT TO TERMINATE THIS
AGREEMENT AT ANY TIME IN ITS SOLE DISCRETION IF IT REASONABLY DEEMS
THAT THE CONTENT AND/OR QUALITY OF THE ▇▇▇▇▇.▇▇▇ HAS CHANGED IN AN
UNFAVORABLE MANNER.
8. Logos/Trademark: PARTNER hereby grants ▇▇▇▇▇.▇▇▇ a license to use
PARTNER's trademark "▇▇▇▇▇▇▇▇.▇▇▇" and associated logo (to be supplied
by PARTNER) on the ▇▇▇▇▇.▇▇▇ service solely as described herein.
9. Indemnification: ▇▇▇▇▇.▇▇▇ agrees to indemnify, defend and hold
PARTNER, its successors, officers, directors and employees harmless
from any and all actions, causes of action, claims, demands, costs,
liabilities, expenses (including reasonable attorneys' fees) and
damages arising out of or in connection with any claim relating to the
▇▇▇▇▇.▇▇▇ Service. PARTNER agrees to indemnify, defend and hold
▇▇▇▇▇.▇▇▇, its successors, officers, directors and employees harmless
from any and all actions, causes of action, claims, demands, costs,
liabilities, expenses (including reasonable attorneys' fees) and
damages arising out of or in connection with any claim relating to the
▇▇▇▇▇▇▇▇.▇▇▇.
10. Exclusivity: This agreement is non-exclusive.
11. Content ownership and license: Each party will retain all right, title
and interest in all content and intellectual property in its service.
12. Notices, etc.: Any notice required or permitted by this Agreement shall
be deemed given if delivered by registered mail, postage prepaid,
addressed to the other party at the address shown at the beginning of
this Agreement or at such other address for which such party gives
notice hereunder. Delivery shall be deemed effective three (3) days
after deposit with postal authorities.
13. Severability: If any provision of this Agreement shall be held by a
court of competent jurisdiction to be contrary to law, such provision
shall be changed and interpreted so as to best accomplish the
objectives of the original provision to the fullest extent allowed by
law and the remaining provisions of this Agreement shall remain in full
force and effect.
14. Complete Understanding: This Agreement, including all Exhibits attached
hereto and hereby incorporated by reference, constitutes the final,
complete and exclusive agreement between the parties with respect to
the subject matter hereof, and supersedes any prior or contemporaneous
agreement, either written or oral.
15. Force Majeure: Except with respect to obligations to make payments
hereunder, neither party shall be deemed in default hereunder, nor
shall it hold the other party responsible for, any cessation,
interruption or delay in the performance of its obligations hereunder
due to causes beyond its reasonable control including, but not limited
to, earthquake, flood, fire, storm or other natural disaster, act of
God, labor controversy or threat thereof, civil disturbance or
commotion, disruption of the public markets, war or armed conflict or
the inability to obtain sufficient materials, supplies, labor,
transportation, power or other essential commodity or service required
in the conduct of its business, including internet access, or any
change in or the adoption of any law, ordinance, rule, regulation,
order, judgment or decree.
16. Independent Contractors: The parties are independent contractors. This
Agreement shall not be construed to create a joint venture or
partnership between the parties. Neither party shall be deemed to be an
employee, agent, partner or legal representative of the other for any
purpose and neither shall have any right, power or authority to create
any obligation or responsibility on behalf of the other.
17. ▇▇▇▇▇.▇▇▇ may not alter the display of ▇▇▇▇▇▇▇▇.▇▇▇ search results in
any manner. ▇▇▇▇▇.▇▇▇ shall not save or cache any search results
provided by ▇▇▇▇▇▇▇▇.▇▇▇ but shall merely display to its Website
visitors the search results provided by the link of ▇▇▇▇▇▇▇▇.▇▇▇.
▇▇▇▇▇.▇▇▇ shall not in any manner solicit or, directly or indirectly,
enter into any listing or advertisement agreement with an advertiser
constituting a search result supplied by PARTNER.
Agreed and Accepted:
▇▇▇▇▇.▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its: V.P. Sales Its: Director
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Date: December 22, 1999 Date:
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