Exhibit 10.17
AMENDMENT #3
YAHOO, INC. - E-LOAN INC.
LICENSE AGREEMENT
This Amendment #3 ("Amendment #3 ") is entered into as of May 24, 2000
(the "Effective Date") between Yahoo! Inc., a Delaware corporation ("Yahoo") and
E-LOAN Inc., a California corporation ("E-Loan") and amends the License
Agreement entered into between Yahoo and E-Loan with a Launch Date of March 1,
1999 as subsequently amended by the parties (the License Agreement and all
amendments are collectively referred to herein as the "Agreement").
For good and valuable consideration, the receipt of which is hereby
acknowledged, Yahoo and E-Loan hereby agree to amend and make certain other
changes to the Agreement as follows:
1. E-Loan will continue to make the payments specified in Section 4.1 of the
Agreement on the schedule set forth below. The first payment is for the payment
due on May 1, 2000 that is outstanding under the Agreement.
DATE PAYMENT
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On or before the Effective Date $[*]
June 1, 2000 $[*]
July 1, 2000 $[*]
2. On or before July 21, 2000 (ten (10) days prior to the expiration of ninety
(90) days from May 1, 2000), Yahoo will either (a) provide E-Loan with written
notice of termination of the Agreement or (b) present to E-Loan new pricing and
other terms for an agreement where E-Loan will be placed in the Yahoo Loan
Center on a non-exclusive basis.
3. In the event that Yahoo elects to provide notice of termination under clause
(a) above, the Agreement will automatically terminate on July 31, 2000 and
E-Loan will pay to Yahoo a termination fee equal to one hundred thousand dollars
($100,000) (the "Termination Fee") on July 31, 2000. 4. In the event that Yahoo
elects to present E-Loan with new terms under clause (b) above, the parties
agree to negotiate in good faith the pricing and other terms at that time but in
no event will the pricing terms exceed a slotting fee equal to [*] dollars
($[*]) plus a mutually agreed upon Click-through Fee for the remainder of the
Subsequent Term. If the parties cannot agree upon new pricing and other terms
for the Subsequent Term within ten (10) days from the date Yahoo presents the
new terms to E-Loan, then the Agreement will automatically terminate on July 31,
2000 and E-Loan will pay the Termination Fee to Yahoo on July 31, 2000.
5. In addition, Yahoo will have the right to terminate this Agreement at any
time after July 31, 2000 with or without cause and without penalty of any kind
to Yahoo even if the
Exhibit 10.17
parties reach an agreement under Section 4 above regarding E-Loan's
non-exclusive placement in the Yahoo Loan Center during the Subsequent Term. The
Agreement will terminate ten (10) days after the date of written notice to
E-Loan. In the event that Yahoo terminates the Agreement after July 31, 2000
under this paragraph 5, then E-Loan will not be obligated to pay Yahoo the
Termination Fee.
6. The parties agree that if Yahoo elects to provide notice of termination as
described in this Amendment #3, then the Agreement will terminate without
liability or penalty to either party (except for the Termination Fee payable by
E-Loan). Upon such termination, each party will be relieved of its obligations
set forth in the Agreement except for those provisions of the Agreement that
expressly survive termination and except that E-Loan will pay Yahoo all amounts
owed by E-Loan prior to the date of termination.
7. Except as expressly amended as set forth herein, the Agreement shall remain
in full force and effect in accordance with its terms. Unless otherwise
specified, all defined terms used in this Amendment # 3 shall have the meanings
ascribed to them in the Agreement.
8. This Amendment #3 has been executed by the duly authorized representatives of
the parties, effective as of the Effective Date.
YAHOO! INC. E-LOAN INC.
By: /S/ ILLEGIBLE By: /S/ XXXX XXXXX
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Name: Name: XXXX XXXXX
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Title: Title: VP BUSINESS DEVELOPMENT
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