EXHIBIT 10.18
FACILITIES AND ADMINISTRATIVE SUPPORT AGREEMENT
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THIS FACILITIES AND ADMINISTRATIVE SUPPORT AGREEMENT dated as of March __,
2000 is made between CMGI, Inc. ("CMGI"), a Delaware corporation, and AltaVista
Company ("AltaVista"), a Delaware corporation.
Preliminary Statement
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AltaVista desires to obtain administrative and other services from CMGI,
and CMGI is willing to furnish or make such services available to AltaVista.
By this Agreement, CMGI and AltaVista desire to set forth the basis for
CMGI's provision of services of the types referred to herein.
Agreements
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IT IS MUTUALLY agreed by CMGI and AltaVista (collectively, the "Parties")
as follows:
1. Provision of Services. Beginning on the date of this Agreement, CMGI will
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provide or otherwise make available to AltaVista those CMGI-supplied
services and third-party-supplied services paid for by CMGI on the bases
set forth on Schedule A and Schedule B attached hereto and consistent with
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the parties' practices as of the date hereof (collectively, the
"Services").
2. Billing and Payment. CMGI shall submit monthly invoices to AltaVista for
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the Services, and AltaVista shall make payment within 30 days after its
receipt of such invoices. Each invoice shall be itemized by the Service
provided.
3. Term and Termination. The initial term of this Agreement shall begin on the
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date of this Agreement and continue for a period of one year. This
Agreement shall automatically renew at the end of the initial term for
successive one-year periods unless terminated or modified in accordance
with the following provisions:
a. Entire Agreement. Either party may elect not to renew this Agreement,
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except for the Services set forth on Schedule A, upon 180 days'
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written notice to the other party prior to the expiration of the
initial term or any renewal period.
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b. Individual Services. Either party may terminate an individual Service
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or Services, except for the services set forth on Schedule A, upon 90
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days' written notice to the other party.
c. Rent and Related Services. Either party may terminate those Services
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set forth on Schedule A upon 30 days' written notice to the other
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party prior to the expiration of the end of the initial term or any
renewal period.
d. Material Breach. Either party may terminate this Agreement in the
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event of a material breach of this Agreement by the other party that
is not cured within 30 days of written notice thereof from the other
party.
e. Automatic Termination. This Agreement, other than the Services set
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forth on Schedule A, shall automatically terminate upon the date on
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which the ownership by CMGI of the outstanding voting capital stock of
AltaVista shall first be less than 50% of the then outstanding voting
capital stock of AltaVista.
4. Limitation on Liability. Neither party shall be liable to the other for
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any amount in excess of the amount invoiced to AltaVista for the 12-month
period preceding any event giving rise to liability. Neither party shall
be liable to the other for consequential damages except for those arising
out of intentional misconduct or gross negligence.
5. Force Majeure. CMGI shall be excused for failure to provide the Services
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hereunder to the extent that such failure is directly or indirectly caused
by an occurrence commonly known as force majeure, including, without
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limitation, delays arising out of acts of God, acts or orders of a
government, agency or instrumentality thereof (whether of fact or law),
acts of public enemy, riots, embargoes, strikes or other concerted acts of
workers (whether of CMGI or other persons), casualties or accidents,
delivery of materials, transportation or shortage of cars, trucks, fuel,
power, labor or materials or any other causes, circumstances or
contingencies within or without the United States of America that are
beyond the control of CMGI; provided, however, that CMGI shall use its best
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efforts to resume provision of the Services as soon as possible.
Notwithstanding any events operating to excuse performance by CMGI, this
Agreement shall continue in full force for the remainder of its term and
any renewals thereof.
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6. Notices. All notices, xxxxxxxx, requests, demands, approvals, consents and
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other communications which are required or may be given under this
Agreement shall be in writing and will be deemed to have been duly given if
delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid to the parties at their respective
addresses set forth below:
If to AltaVista: If to CMGI:
AltaVista Company CMGI, Inc.
000 Xxxxxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000 Xxxxxxx, XX 00000
Attn: Chief Financial Officer Attn: Chief Financial Officer
7. No Assignment. This Agreement shall not be assignable except with the
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prior written consent of the other party to this Agreement.
8. Applicable Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Delaware applicable to contracts
made and to be performed therein.
9. Amendments. This Agreement and all attachments hereto constitute the
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entire agreement between the parties as to the subject matter hereof and
supercede all prior negotiations, undertakings, representations and
agreements, if any, of the parties hereto as to the subject matter hereof.
This Agreement may not be amended orally but may be amended only by a
written instrument signed by all of the parties hereto.
10. Waivers. The failure of either party to require strict performance by the
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other party of any provision in this Agreement will not waive or diminish
that party's right to demand strict performance thereafter of that or any
other provision hereof.
11. Paragraph Titles. The paragraph titles used in this Agreement are for
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convenience of reference only and will not be considered in the
interpretation or construction of any of the provisions thereof.
12. Counterparts; Facsimile Signatures. This Agreement may be executed in two
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counterparts, each of which shall be deemed to be an original and both of
which
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together shall constitute one and the same document. This Agreement may be
executed by facsimile signatures.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
CMGI, INC. ALTAVISTA COMPANY
By____________________________ By_______________________________
Name: Name: Xxxxxx X. Xxxxxxx
Title: Title: Chief Executive Officer
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Schedule A
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Rent and Related Services
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Services Provided by CMGI to AltaVista Allocation of Cost to AltaVista
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1. Brickstone Square Rent. Provision Allocated based on headcount for
of space located at the Andover AltaVista located at the Andover
Premises. Premises divided by headcount for the
CMGI Companies located at the Andover
Premises.
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2. Facilities. Salary, fringe Allocated based on headcount for
benefits, payroll taxes for the AltaVista located at the Andover
entire facility department. Premises divided by headcount for the
CMGI Companies located at the Andover
Premises.
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3. Mass Electric. Utilities Allocated based on headcount for
provided by Massachusetts Electric. AltaVista located at the Andover
Premises divided by headcount for the
CMGI Companies located at the Andover
Premises.
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4. Office Cleaning/Plant Allocated based on headcount for
Maintenance. AltaVista located at the Andover
Premises divided by headcount for the
CMGI Companies located at the Andover
Premises.
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5. UK Rent and corresponding overhead Allocated based on headcount for
costs. Provision of space located at AltaVista located at the UK Premises
the UK Premises. divided by headcount for the CMGI
Companies located at the UK Premises.
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6. Electric and Other Utilities. Allocated based on headcount for
AltaVista located at the UK Premises
divided by headcount for the CMGI
Companies located at the UK Premises.
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Allocated based on headcount for
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7. Office Cleaning/Maintenance. AltaVista located at the UK Premises
divided by headcount for the CMGI
Companies located at the UK Premises.
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Defined Terms:
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Andover Premises - those premises located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx,
XX 00000 leased by CMGI.
CMGI Companies - those companies that are controlled by CMGI or in which
CMGI holds an equity interest.
headcount - the number of employees employed by a particular CMGI
Company on the last day of a given month.
UK Premises - those premises located at Sygnus Court, Maidenhead,
England
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Schedule B
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Provision of Other Services
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Services Provided by CMGI to AltaVista Allocation of Cost to AltaVista
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1. CMG Europe. All overhead costs for AltaVista is charged 60% of all
CMGI's European office of Marcus costs associated with the European
Xxxxxxxx and his staff. office.
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2. Internet Marketing. All overhead AltaVista is one of nine CMGI
costs for Xxxx Xxxxx and his assistant Companies that benefits from these
(both at CMGI). services and absorbs 11% of total
costs.
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3. Internet Development. All overhead AltaVista is one of nine CMGI
costs for Xxxx Xxxxxxxx and his staff Companies that benefits from these
(all at CMGI). services and absorbs 11% of total
costs.
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4. Enterprise Services. Desktop, Allocated based on headcount for
network services and Y2K support. AltaVista located at the Andover
Premises divided by the headcount
for the CMGI Companies using
desktop and network services
support located at the Andover
Premises.
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5. Federal Express/United Parcel CMGI's Accounts Payable department
Service. codes each individual charge based
on the identity of the sender in
the Andover Premises.
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6. Postage Machine. Mailings from AltaVista is charged actual postage
the Andover Premises and UK costs for mail stamped by the CMGI
Premises. postage machines.
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7. Pepsi/Poland Springs. Allocated based on headcount for
AltaVista located at the Andover
Premises divided by headcount for
the CMGI Companies located at the
Andover Premises.
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Services Provided by CMGI to AltaVista Allocation of Cost to AltaVista
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8. Telephone. Provision of Modem, fax and 800 lines are
common, modem, fax and 800 lines. charged to AltaVista or the
individual employee who is designated
to that particular line. Common
inbound and outbound lines are
allocated based on headcount for
AltaVista located at the Andover
Premises and UK Premises divided by
headcount for the CMGI Companies
located at such locations.
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9. MobilComm/Pagenet/Skytel/ Charged back to the person or
Cellular One. department that is assigned that
particular pager or cell phone.
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10. Legal Services. To the extent that legal fees and
expenses of AltaVista are paid for by
CMGI, such fees and expenses will be
allocated based upon the actual use
of the legal services.
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11. KPMG. Preparation of yearly To the extent that legal fees and
income tax returns. expenses of AltaVista are paid for by
CMGI, such fees and expenses will be
allocated based upon the actual use
of KPMG services.
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12. Contract Recruiting Allocated based on actual hours
Salary/Taxes spent filling AltaVista job
requisitions.
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Defined Terms
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Andover Premises - those premises located at 000 Xxxxxxxxxx Xxxxxx,
Xxxxxxx, XX 00000 leased by CMGI.
CMGI Companies - those companies that are controlled by CMGI or in which
CMGI holds an equity interest.
headcount - the number of employees employed by a particular CMGI
Company on the last day of a given month.
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UK Premises - those premises located at Xxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxx
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