AMENDMENT NUMBER TWO TO GOOGLE ORDER FORM
Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request.
Omissions are designated as *. A complete version of this exhibit has been
filed
separately with the Securities and Exchange Commission.
Exhibit
10.21
AMENDMENT
NUMBER TWO TO GOOGLE ORDER FORM
This
Amendment Number Two to the Google Services Agreement Order Form (“Amendment
Number Two”) is made effective as of the January 31, 2006 (“Amendment Number Two
Effective Date”) and entered into by and between Answers Corporation (formerly
known as Gurunet Corporation), a corporation formed under the laws of Delaware
(“Customer”) and Google Inc., a corporation formed under the laws of Delaware
with its principal place of business at 0000 Xxxxxxxxxxxx Xxxxxxx, Xxxxxxxx
Xxxx, Xxxxxxxxxx 00000 (“Google”).
Background
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1.
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Customer
and Google entered into that certain Google Services Agreement (“GSA”) and
Google Services Agreement Order Form (the “Order Form”), each dated as of
January 28, 2005, each as amended by Amendment Number One dated December
20, 2005 (collectively the “Agreement”) pursuant to which Google provides
certain Services (as defined in the Agreement) to Customer; and
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2.
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The
parties now desire to extend the term of the Agreement and amend
certain
terms and conditions of the Order Form.
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NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, the
parties hereby agree as follows:
Terms
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1.
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For
purposes of this Amendment Number Two, unless otherwise defined herein,
capitalized terms used herein shall have the same meanings set forth
in
the Agreement.
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2.
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Pursuant
to Section 2 of the Order Form, the parties agree to renew the Agreement
under the same terms and conditions (except as modified by this Amendment
Two) for additional two (2) years, through January 31, 2008.
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3.
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Google
shall cease providing any Services to the URL
xxx.xxxxxxx.xxx.
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4.
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The
“Search Fees” stated on the cover page of the Order Form is hereby amended
and restated in its entirety as
follows:
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“*
Search
Results Sets”
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5.
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The
“Customer’s AFS Revenue Share Percentage (%)” on
the cover page of the Order Form is
hereby deleted in its entirety and shall be determined by the following
tiered schedule (each an “AFS
Scenario”):
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(i)
if
during any calendar month of the Services Term the aggregate of the AFS Revenues
and AFC Revenues are equal to or greater than *, then the Customer’s AFS
Percentage shall be * for such month; or
(ii)
if
during any calendar month of the Services Term the aggregate of AFS Revenues
and
AFC Revenues are less than *, then the Customer’s AFS Percentage shall be *
for such month.
For
the
sake of clarity, Google’s obligation to make payments in accordance to the terms
and conditions of the Agreement for any calendar month shall be limited to
only
one (1) of the AFS Scenarios set forth above for such month.
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6.
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The
“Customer’s AFC Revenue Share Percentage (%)” on the cover page of the
Order Form is hereby deleted in its entirety and shall be determined
by
the following tiered schedule (each an “AFC
Scenario”):
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-
2
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(i)
if
during any calendar month of the Services Term the aggregate of the AFS Revenues
and AFC Revenues are equal to or greater than *, then the Customer’s AFC
Percentage shall be * for such month; or
(ii)
if
during any calendar month of the Services Term the aggregate of AFS Revenues
and
AFC Revenues are less than *, then the Customer’s AFC Percentage shall be *
for such month.
For
the
sake of clarity, Google’s obligation to make payments in accordance to the terms
and conditions of the Agreement for any calendar month shall be limited to
only
one (1) of the AFC Scenarios set forth above for such month.
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7.
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The
“AFC Deduction Percentage (%)” stated on the cover page of the Order Form
is hereby amended and restated in its entirety as
follows:
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“*”
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8.
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The
last sentence of Section 8.1 of the GSA is hereby amended and restated
to
read as follows:
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SUBJECT
TO SECTION 8.2, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING
OUT OF THIS AGREEMENT (WHEN AGGREGATED WITH SUCH PARTY’S LIABILITY FOR ALL OTHER
CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED THE NET AMOUNT THE RESPECTIVE
PARTY
HAS ACTUALLY RECEIVED AND RETAINED (AND IN THE CASE OF GOOGLE, AFTER ACCOUNTING
FOR ALL DEDUCTIONS, PAYMENTS TO CUSTOMER AND OTHER OFFSETS PROVIDED FOR UNDER
THE AGREEMENT) DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON
WHICH
SUCH CLAIM ARISES.
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9.
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The
terms and conditions of the Agreement, except as amended by this
Amendment
Number Two, shall remain in full force and effect.
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10.
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This
Amendment Number Two may be executed in counterparts, including facsimile
counterparts.
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- 3
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IN
WITNESS WHEREOF, the parties have caused their duly authorized representatives
to enter into this Amendment Number Two effective as of the Amendment Number
Two
Effective Date set forth above.
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CUSTOMER:
ANSWERS CORPORATION
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GOOGLE
INC.
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By:
/s/ Xxxxxx X. Xxxxxxxxxxx
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By:
/s/ Xxxx Xxxxxx
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Name:
Xxxxxx X. Xxxxxxxxxxx
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Name:
Xxxx Xxxxxx
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Title:
CEO
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Title:
VP Search Service
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Date:
1/31/06
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Date:
2/1/2006
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Fax:
000-000-0000+
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Fax:
000-000-0000
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