TWENTIETH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Exhibit 10.43
TWENTIETH AMENDMENT TO AMENDED AND RESTATED
INTERACTIVE MARKETING AGREEMENT
This Twentieth Amendment to Amended and Restated Interactive Marketing Agreement (“Twentieth Amendment”) is entered into by and between AOL LLC, a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 00000 XXX Xxx, Xxxxxx, XX 00000 (“AOL”), and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 0000 Xxxxxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 (“Google”), effective as of October 1, 2008 (the “Twentieth Amendment Effective Date”). AOL and Google may be referred to individually as a “Party” and collectively as the “Parties”.
The Parties hereto wish to further amend that certain Amended and Restated Interactive Marketing Agreement effective as of October 1, 2003 (the “IMA”), as amended previously by that certain First Amendment to the Amended and Restated Interactive Marketing Agreement effective as of December 15, 2003 (the “First Amendment”), that Second Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 30, 2004 (the “Second Amendment”), that Third Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 7, 2004 (the “Third Amendment”), that Fourth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 1, 2004 (the “Fourth Amendment”), that Fifth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 14, 2004 (the “Fifth Amendment”), that Sixth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 17, 2004 (the “Sixth Amendment”), that Seventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 28, 2005 (the “Seventh Amendment”), that Eighth Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 28, 2005 (the “Eighth Amendment”), that Ninth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 15, 2005 (the “Ninth Amendment”), that Tenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 24, 2006 (the “Tenth Amendment”), that Eleventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of September 28, 2006 (the “Eleventh Amendment”), that Twelfth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 15, 2006 (the “Twelfth Amendment”), that Thirteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of January 12, 2007 (the “Thirteenth Amendment”), that Fourteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of February 16, 2007 (the “Fourteenth Amendment”), that Fifteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 2, 2007 (the “Fifteenth Amendment”), that Sixteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of September 24, 2007 (the “Sixteenth Amendment”), that Seventeenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of February 29, 2008 (the “Seventeenth Amendment”), that Eighteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 31, 2008 (the “Eighteenth Amendment”), that Nineteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 30, 2008 (the “Nineteenth Amendment”) and that Addendum One to the Second Amendment to Amended and Restated Interactive Marketing Agreement dated October 5, 2004 (“Addendum One”) (the IMA and such amendments and addendum, collectively the “Existing Agreement”, and the Existing Agreement together with the Twentieth Amendment, the “Agreement”). Capitalized terms not defined in this Twentieth Amendment shall have the meanings set forth in the Existing Agreement.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend the Existing Agreement as follows:
Google Confidential | 1 | 20th Amendment | ||
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1. Extension of First Amendment Term. The First Amendment Term, as defined in Section 4 of the First Amendment, is hereby extended through 11:59 p.m. (EST) on October 31, 2008, unless terminated earlier as provided in the Agreement. For the avoidance of doubt, all terms and conditions set forth in the Agreement associated with the display of Content Targeted Advertisements (as defined in the First Amendment) shall be in full force and effect during the extended First Amendment Term.
2. Order of Precedence. This Twentieth Amendment is supplementary to and modifies the Existing Agreement. The terms of this Twentieth Amendment supersede provisions in the Existing Agreement only to the extent that the terms of this Twentieth Amendment and the Existing Agreement expressly conflict. However, nothing in this Twentieth Amendment shall be interpreted as invalidating the Existing Agreement, and provisions of the Existing Agreement shall continue to govern relations between the Parties insofar as they do not expressly conflict with this Twentieth Amendment. Furthermore, for the avoidance of doubt, any amendments or other changes made to any terms of the Existing Agreement under this Twentieth Amendment shall be interpreted to have full force and effect on any other relevant provisions of the Existing Agreement (including, but not limited to, Definitions, Exhibits, and Schedules related thereto), which reference or rely on such amended or changed terms.
3. Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof. The Agreement supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof.
4. Counterparts; Facsimile. This Twentieth Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Twentieth Amendment may be executed by facsimile.
AOL LLC | GOOGLE INC. | |||||||
By: | /s/ Xxxxxx Xxxx |
By: | /s/ Xxxxxx Xxxxxx | |||||
Name: | Xxxxxx Xxxx |
Name: | Xxxxxx Xxxxxx | |||||
Title: | VP, Business Development |
Title: | Sr. Director, Strategic Partnerships Google, Inc. | |||||
Date: | 9/30/08 |
Date: | 2008.09.30 13:42:55-07'00' |
Google Confidential | 2 | 20th Amendment | ||
EXECUTION COPY | ||||
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