CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.83 AND 230.496
EXHIBIT 10.3
July 24, 2001
Xxxxxx'x, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxx
Dear Xx. Xxxxx:
Reference is made to the agreement dated as of January 29, 2001 (the
"Agreement") by and between Xxxxxx'x, Inc. ("Xxxxxx'x") and The FORTUNE
Group, a division of Time Inc. ("FORTUNE") and, for certain limited purposes,
Warner Books Multimedia Corp. ("Warner Books"). Xxxxxx'x and FORTUNE hereby
agree to amend the Agreement upon the terms and conditions set forth herein.
1. The second "WHEREAS" clause of the Agreement shall be amended to add
xxx.xxxxxxxxxxxxxxxx.xxx to the definition of FORTUNE Group Sites.
2. The following shall be added to the Agreement as Section 0.0.0.:
"FORTUNE Datastore. For the period commencing as of the date hereof and
continuing for a period of [*], unless earlier terminated upon thirty (30)
days written notice by either party, Xxxxxx'x will provide Links on the
Xxxxxx'x Site in the locations set forth below to xxxxxxxxxxxxxxxx.xxx
("Xxxxxxxxxxxxxxxx.xxx"), as follows:
(i) in all of the Company Capsules, "Mergent Capsules", "Xxxxxx'x AAG"
and "D&B AAG" :
(A) below the words "Stock Chart" or in the equivalent position
if the words "Stock Chart" are not on a particular Company Capsule, "Mergent
Capsule", "Xxxxxx'x AAG" or "D&B AAG", the text link shall read "Download
FORTUNE Lists";
(B) A text link under "For Sales and Marketing Professionals"
which shall read "Download FORTUNE 500 Sales Leads"; and
(C) in Capsules which do not have a "For Sales and Marketing
Professionals" section a text link under "Key Resources" and text link shall
read "Download FORTUNE 500 Sales Leads".
(ii) In the "Lead Finder" area on the Xxxxxx'x Site, best efforts to
rotate equally in the third, fourth or fifth positions, a "FORTUNE Datastore"
section, similar to other third party provider sections, i.e. a headline, a
paragraph describing the service and
____________________________
[*] 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
a graphic Link (Bold words will contain links to xxxxxxxxxxxxxxxx.xxx.
Headline, paragraph text and graphic to be provided by FORTUNE); and
(iii) In the "Purchasing Center" area on the Xxxxxx'x Site:
(A) Rotating position within the subcategory "Sales and
Marketing Reports". . Placement includes: headline, graphic and paragraph
text to be provided by FORTUNE;
(B) Rotating position within the subcategory "Business
Reports". . Placement includes: headline, graphic and paragraph text to be
provided by FORTUNE; and
(C) Rotating position within subcategory "Financial Reports",
Placement includes: headline, graphic and paragraph text to be provided by
FORTUNE.
The parties may mutually agree to change the above text and graphics for
such Links to maximize sales results and to test performance of copy. Links
from the "Company Capsules", the "Mergent Capsules", the "Xxxxxx'x AAG", the
"D&B AAG", the "Lead Finder" area and the "Purchasing Center" area will link
directly to a Xxxxxxxxxxxxxxxx.xxx web page that may be "framed" by Xxxxxx'x.
3. The following will be added to the Agreement as Section 4.3.2:
"XXXXXXXXXXXXXXXX.XXX WEB ADVERTISING.
(a) FORTUNE shall provide Xxxxxx'x with Web Advertising
(including, without limitation, banners, buttons and pop-ups) for
Xxxxxxxxxxxxxxxx.xxx (the "Datastore Web Advertising"), which shall be
incremental advertising to the FORTUNE Advertising Commitment set forth in
Section 5.1.1. Xxxxxx'x shall use reasonable commercial efforts so that the
Datastore Web Advertising, in a combination of horizontal and vertical
banners, will receive [*] impressions per month for the [*] period set forth
in Section 4.3.1 above. Xxxxxx'x shall determine the number of impressions
using such software or other system or method that it reasonably and in good
faith determines will result in a substantially correct calculation of the
number of impressions. In the event that the Datastore Web Advertising does
not receive [*] impressions during such [*] period, Xxxxxx'x shall make
available to FORTUNE "make goods" on the Datastore Web Advertising for any
such shortfall. "Make goods" as used herein shall mean an extension of the
run of the Datastore Web Advertising until such time as the Datastore Web
Advertising has [*] impressions and such "make goods" shall be FORTUNE'S sole
remedy for any shortfalls in the Datastore Web Advertising impression numbers
as set forth in this letter. Xxxxxx'x shall provide FORTUNE with written
monthly traffic reports which shall include impressions of the Datastore Web
Advertising where applicable. An "impression" is defined as a served ad.
____________________________
[*] 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
(b) Additionally, Xxxxxx'x shall use reasonable commercial efforts so
that the Datastore Web Advertising will receive [*] impressions per month
during the [*] period set forth in Section 4.3.1 above in Xxxxxx'x
Newsletters or Industry Digests, as determined by Xxxxxx'x. Xxxxxx'x shall
make available to FORTUNE "make goods" on the Datastore Web Advertising for
any such shortfall. "Make goods" as used herein shall mean an extension of
the run of the Datastore Web Advertising until such time as the Datastore Web
Advertising has received [*] impressions and such "make goods" will be
FORTUNE'S sole remedy for any shortfalls in the Datastore Web Advertising
impression numbers as set forth in this letter. Xxxxxx'x shall notify
FORTUNE of the placement opportunity in Xxxxxx'x Newsletters or Industry
Digests and the creative requirements (placement size, logo, textual touts)
necessary to participate.
(c) The parties acknowledge and agree that Links from the Datastore Web
Advertising and/or Links in Xxxxxx'x Newsletters and Industry Digests will
link directly to a FORTUNE Datastore webpage that may not be "framed".
(d) Anything to the contrary in Section 4.3 notwithstanding, the
parties acknowledge and agree that FORTUNE shall pay Xxxxxx'x a commission of
[*] of the gross amount received by FORTUNE in connection with the sale of a
FORTUNE Product to a Xxxxxx'x Referred User generated by Datastore Web
Advertising on the Xxxxxx'x Site and/or Xxxxxx'x Newsletters and Industry
Digests."
4. The following shall be added to the Agreement as Section 4.3.3:
"In connection with the services set forth in Section 4.3.1 and 4.3.2,
FORTUNE shall pay to Xxxxxx'x as a fixed placement fee the sum of [*] per
month within thirty (30) days of the receipt of Xxxxxx'x invoice.
Xxxxxx'x reserves the right to modify, redesign and alter the Xxxxxx'x
Online web site. In the even of such redesign, Xxxxxx'x reserves the right
to reposition the Links provided to FORTUNE hereunder at its discretion,
provided that Xxxxxx'x will use its best efforts to provide equivalent
placement of the Links following such redesign.
Except as expressly herein modified, the Agreement dated as of January
29, 2001 is ratified, confirmed and remains in full force and effect.
If the foregoing is in accordance with your understanding, please sign
where indicated below and return for countersigning.
____________________________
[*] 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
THE FORTUNE GROUP,
a division of Time Inc.
By: /s/
---------------------------
Name: Xxxxx Xxxx
Title: VP
ACCEPTED AND AGREED:
XXXXXX'X INC.
By: /s/
------------------------------
Name: Xxxx X. Xxxxx
Title: SVP & Publisher
____________________________
[*] 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.
