CONFIDENTIAL TREATMENT
REQUESTED UNDER 17 C.F.R.
SECTIONS 200.83 AND 230.496
AMENDMENT TO STRATEGIC RELATIONSHIP AGREEMENT
This Amendment (the "Amendment") effective as of April 17, 2001, is
made between Xxxxxx'x, Inc., a Delaware corporation ("Xxxxxx'x") and
Knowledge Net Holdings, L.L.C., a Delaware corporation ("KU"). The parties
entered into the Strategic Relationship Agreement effective as of June 11,
1999 (the "Strategic Relationship Agreement"). [Capitalized terms not otherwise
defined herein shall be defined as in the Strategic Relationship Agreement]
. Upon execution by both parties of this Amendment, this Amendment will
constitute the binding agreement of Xxxxxx'x and KU. Xxxxxx'x and KU agree as
follows:
1. BACKGROUND
In connection with the purchase of common stock of Xxxxxx'x by KU, the
parties entered into the Strategic Relationship Agreement to provide
for the purchase from Xxxxxx'x by KU and its Affiliates of Services
totaling $2.0 million through September 30, 2001. To date, KU has made
payments totaling [*] under the Strategic Relationship Agreement, with
remaining obligations of [*]. The parties desire to amend the Agreement
to provide that, in addition to the purchase of services by KU and its
Affiliates, KU may: (i) satisfy the Spending Requirement through the
Referral of business opportunities to Xxxxxx'x; (ii) extend the period
for satisfaction of the Spending Requirement through [*] and (iii)
establish procedures to document KU's good faith efforts to satisfy the
Spending Requirement.
2. AMENDMENTS
The Strategic Relationship Agreement is hereby amended as follows:
(a) Section 1(a) is hereby amended to provide that KU will satisfy the
remaining Spending Requirement of [*] prior to [*] through the
purchase of Services or through Referrals. KU will use its good
faith efforts to satisfy the Spending Requirements in equal
increments over the remaining [*] of the term of the Strategic
Relationship Agreement. KU will appoint a liaison for coordinating
KU's efforts to satisfy its Spending Requirement obligations and
communicating these efforts to Xxxxxx'x. KU will provide a written
report detailing these efforts no later than fifteen (15) days
following the end of each calendar quarter during the term,
beginning on July 15, 2001. [*].
(b) Section 1(g) is hereby added as follows:
"For the purposes of this Agreement, `Referrals' shall mean all
revenue generated by Xxxxxx'x from the sale of its services, including
without limitation subscription-based products or advertising, on an
arms-length basis that result directly from contacts referred to
Xxxxxx'x by KU or its Affiliates, as documented on the quarterly
reports provided by KU as described in Section 1(a). In the event that
Xxxxxx'x completes an arms-length sale to an entity for which KU
believes it is entitled to credit that has not been documented on a
previous quarterly report, KU may provide evidence of its or an
Affiliate's contact with such customer and Xxxxxx'x will consider such
evidence and credit KU for such sale against the Spending Requirements
as warranted. For purposes of this provision, all revenue generated by
Xxxxxx'x from [*] and [*] shall be deemed to have resulted from direct
referral by KU."
(c) Section 4 is hereby amended to provide that the term of the
Strategic Relationship Agreement shall continue through [*], or as
further extended in accordance with Section 1(a) of the Strategic
Relationship Agreement and Section 2(a) above.
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[*] Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
CONFIDENTIAL TREATMENT
REQUESTED UNDER 17 C.F.R.
SECTIONS 200.83 AND 230.496
(d) Section 21 is hereby added as follows:
"21. INDEMNIFICATION. KU hereby indemnifies Xxxxxx'x against any
liabilities, losses, claims or damages (including reasonable legal
costs) which may be awarded or agreed to be paid to any KU
Affiliate in respect of any claim alleging that the Services
provided through the date of this Amendment by Xxxxxx'x to KU and
its Affiliates, for which KU and its Affiliates have paid a total
of [*], did not conform to specifications or violated any express
or implied warranty of Xxxxxx'x with respect thereto, provided
that:
(a) Xxxxxx'x gives written notice to KU of any claim
immediately on becoming aware thereof and does not at
any time admit liability or otherwise attempt to
settle or compromise such claim except on the express
written instructions of KU;
(b) KU shall have sole conduct of the defense or
compromise of any claim; and
(c) Xxxxxx'x acts in accordance with the reasonable
instructions of KU and gives KU such assistance as it
shall reasonably require in respect of the conduct of
such defense or compromise (and KU shall reimburse
Xxxxxx'x its reasonable costs incurred in complying
with the provisions of this Section 21(c))."
3. EFFECT
This Amendment will become effective as of April 17, 2001. The
provisions of this Amendment will control over any inconsistent
provisions of the Strategic Relationship Agreement. Except as
specifically amended hereby, the terms of the Strategic Relationship
Agreement shall remain in full force and effect. The provisions of this
Amendment constitute confidential information of the parties and may
not be disclosed without prior written consent of the parties hereto
(except to the extent required by applicable law). The parties will not
be bound by any modifications made to this Amendment unless
specifically consented to in a writing signed by both parties.
By signature below, the parties agree to the terms and conditions of
this Amendment as of the date written below.
XXXXXX'X, INC.
By: ___________________________
Title: ___________________________
Date: ____________________________
KNOWLEDGE NET HOLDINGS, L.L.C.
By: ___________________________
Title: ___________________________
Date: ____________________________
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[*] Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.
