EXHIBIT 10.9
CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
CODISTRIBUTION AGREEMENT
This CODISTRIBUTION AGREEMENT ("Agreement"), effective as of December 31,
1997 (the "Effective Date"), contains the understandings and agreement of
GeoCities ("GeoCities") and Yahoo! Inc. ("Yahoo") with regard to a strategic
alliance between such parties.
SECTION 1: RESPONSIBILITIES OF PARTIES.
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1.1 GeoCities manages and operates a community-based free web page hosting
service and web site, xxx.xxxxxxxxx.xxx (the "GeoCities Properties").
GeoCities agrees to offer the GeoCities Properties to registered users of
xxx.xxxxx.xxx (the "Yahoo Property"). Collectively, registered users of the
Yahoo Property are referred to herein as "Yahooville Members"; registered
users of GeoCities Properties are referred to herein as "Homesteaders", and
registered users of both the Yahoo Property and GeoCities Properties are
referred to herein as "Yahooville Homesteaders". GeoCities will use and
make available to Yahooville Members GeoCities technology, publishing and
community building tools, as set forth in Exhibit A attached hereto, which
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shall at all times be at the same level with respect to nature, quality,
feature, functionality and performance that GeoCities makes such
technology, publishing and community building tools available to other
members of GeoCities Properties. At all times GeoCities shall offer free
Web page hosting services reasonably competitive with those offered by
other leading providers of such services.
1.2 GeoCities will be Yahoo's Premier third party, branded partner providing
free, personal, non-commercial web page hosting services to Yahooville
Members from the Yahoo Property. For purposes of this Agreement, the phrase
"Yahoo's Premier", with respect to GeoCities' rights shall mean,
substantially as shown in Exhibit F (as such exhibit may be amended from
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time to time at Yahoo's sole discretion and upon notice to GeoCities), but
in no event less than: [***]. Yahoo will have the ability to list other
free web page hosting services [***]. In the event that Yahoo decides to
provide its own, proprietary, personal, non-commercial web page hosting
services to Yahoo users, then GeoCities will have the option of terminating
this Agreement without penalty referenced in Section 6.2, 6.3, or
otherwise.
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June 29, 1998 1 CONFIDENTIAL
1.3 Links to Yahoo's thematic content and the Yahoo brand will be displayed in
a GeoCities Premier Location on each of the main "neighborhood" and "topic"
pages, or future manifestations or successors thereof, of the various
GeoCities Properties thematic neighborhoods. For purposes of this
Agreement, the phrase "GeoCities Premier Location" shall mean, at a
minimum, prominently featured, typically in a central location, within the
top two-thirds of each relevant page of the GeoCities Properties, and in
any event consistent with other featured programs offered on GeoCities
Properties, as set forth in Exhibit B attached hereto, as such exhibit may
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be amended from time to time at GeoCities' sole discretion, consistent with
the requirements stated above in this Section 1.3, and upon notice to
Yahoo. In addition, as possible, GeoCities and Yahoo will cooperate to
establish Yahoo-branded, value-added programming services in windows on the
GeoCities Properties.
1.4 At the "topic" page of each GeoCities "neighborhood" or future
manifestations or successors thereof, GeoCities will make available a
button or xxxx (the "Yahooville Button") for dynamic sub-aggregation of
Yahooville Homesteader in the GeoCities Properties. The Yahooville Button
will be mutually agreed by the parties, will include appropriate
identification that the Yahooville Homesteader are registered users of
Yahoo Property, and, at a minimum, will conform to GeoCities'
specifications with respect to placement and size, and to Yahoo's
specifications with respect to graphical design and content. Yahoo will be
responsible for providing the graphical design and content for such
Yahooville Button. Such specifications, placement, size, and graphical
design shall be substantially as set forth in Exhibit C attached hereto.
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1.5 Each Yahooville Member who chooses to build a homepage on GeoCities will be
provided, and will retain, a Yahooville Members' xxxx or designation
substantially similar in size, placement and character to that set forth in
Exhibit D attached hereto.
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1.6 GeoCities members will be offered association with Yahoo in two fashions:
[***]. In any event, GeoCities Homesteaders [***].
1.7 GeoCities and Yahoo will mutually agree upon a "Welcome Yahooville Members
to GeoCities" jump page (hosted on Yahoo), that is co-authored and co-
branded by the parties, and which provides a smooth transition from the
Yahooville Members profile page to GeoCities. The parties agree that no
third party advertisements, third party offers,
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June 29, 1998 2 CONFIDENTIAL
or third party links will be contained on such jump pages or shall be
presented to Yahooville Members until registration is complete and such
member is part of the GeoCities Community. GeoCities agrees that it will
not specifically target in any way any soliciting, advertising, promotional
or marketing activities or materials to Yahooville Members on GeoCities
Properties on the basis of such person's status as a Yahooville Member.
The parties agree that GeoCities may offer an option to Yahooville
Homesteaders to register for other services and products at the end of the
registration form on GeoCities Properties; provided, however, that such
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other products and services are not competitive with Yahoo's services, and
only once such Yahooville Members have completed registration as a
GeoCities Homesteader. To accomplish the foregoing, GeoCities may place a
button or text link that links to an offer for GeoCities services.
1.8 Any substantial reduction in the features, quality, or functionality of the
GeoCities Properties offered to Yahooville Homesteaders will be agreed upon
between the parties.
1.9 GeoCities and Yahoo will jointly agree on an equal "value" of banner
inventory on each respective service to be allocated solely for the purpose
of cross-promotion of the relationship set forth in this Agreement. The
parties agree that the first period to set "value'" will be [***] after the
implementation date. Thereafter, "value" will be determined on a [***]
basis. For purposes of this Agreement, the term "value" shall mean the
value of such banner inventory as reflected in each party's then-current
rate card, as set independently by each party.
1.10 GeoCities will have the ability to sell and retain [***]% of the revenue
from inventory on GeoCities Properties associated with all Yahooville
Members who join GeoCities Properties.
1.11 Each party hereto agrees to identify one to two employees to act as
contacts and to work as reasonably required under this Agreement.
1.12 GeoCities shall submit "featured Homestead Pages" from the GeoCities
Properties to Yahoo for inclusion, subject to Yahoo's ultimate editorial
control, in the Yahoo Property. GeoCities shall also provide suggestions to
Yahoo regarding the appropriate placement of such featured Homestead Pages
in the Yahoo Property, including suggestions for specific categories within
the Yahoo Property. The parties will discuss additional placement of such
featured Homestead pages in the Yahoo Property on a periodic basis.
SECTION 2: ADDITIONAL RESPONSIBILITIES OF YAHOO.
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2.1 Yahoo will market the GeoCities free web page hosting services in a premier
position from the Yahooville Members Profile page and, at its sole
discretion, from other areas of Yahoo Property, substantially in the manner
set forth in Exhibit F attached hereto. The
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June 29, 1998 3 CONFIDENTIAL
parties will discuss additional exposure for GeoCities to the Yahoo members
on a periodic basis.
2.2 Yahoo will become GeoCities' Premier provider of navigational and directory
services (including , without limitation, content buttons/links to specific
content directories or aggregation points). For purposes of this Agreement,
the phrase "GeoCities' Premier", with respect to Yahoo's rights shall mean:
(i) prominently featured within the top two-thirds of each page within
GeoCities Properties (the "Section 2.2 GeoCities Premier Location"); and
(ii) no third party navigational or directory service will be offered in
such Section 2.2 GeoCities Premier Location, except for banner advertising;
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provided, however, that GeoCities may include Lycos in such Section 2.2
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GeoCities Premier Location, solely to the extent that each such reference
or link to Lycos appears below any reference to the Yahoo Property.
GeoCities will have the ability to provide other search and directory
services in a location outside the Section 2.2 GeoCities Premier Location
(i.e., in the lower one third of a page). In the event that GeoCities
obtains a replacement service to Lycos then said service shall appear
outside the GeoCities Premier Location.
2.3 Yahoo will provide a GeoCities-specific value added programming module on
the My Yahoo! content page for GeoCities Homesteaders who elect the My
Yahoo! service, as set forth in Exhibit G attached hereto.
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2.4 Both Yahoo and GeoCities will be responsible for tracking the number of
registered users each party has distributed to the other. Within [***]
days after the date that is [***] after the Implementation Date, and within
[***] days after the end of each [***] thereafter, each party shall deliver
to the other party a written report setting forth the number of registered
users distributed to such other party during such reporting period. For
purposes of this Agreement, the "Implementation Date" shall mean the
registration date of the first Yahooville Homesteader.
2.5 Each party hereto shall solely be responsible for providing all levels of
customer support to users of its services and properties.
2.6 Yahoo agrees that it will not knowingly and specifically target in any way
on behalf of any third party any soliciting, advertising, promotional or
marketing activities or materials to Yahooville Homesteaders based on such
person's status as a Yahooville Homesteader.
SECTION 3: INTERNATIONAL; COMMERCIAL OFFERING.
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3.1 If Yahoo chooses to provide third party international free personal, non-
commercial web page hosting services similar in scope and nature to that
described in this Agreement, in the local language from other than from the
Yahoo Property, Yahoo will, prior to approaching any third party with
respect thereto, deliver to GeoCities a written notice describing such
services and Yahoo's reasonable business requirements for the
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June 29, 1998 4 CONFIDENTIAL
opportunity. At GeoCities' discretion, the parties will use good-faith
efforts to negotiate and execute a written amendment to this Agreement to
include such services under reasonable terms and conditions. If GeoCities
declines to commence negotiations regarding any services within fifteen
(15) days after receiving such written notice from Yahoo, or if the parties
fail to reach agreement within thirty (30) days following the commencement
of good faith negotiations (or such later date as is agreed by the
parties), Yahoo may offer such opportunity to any third party.
3.2 If Yahoo chooses to [***]. At GeoCities' discretion, the parties will
[***]. If GeoCities [***] within fifteen (15) days after receiving such
written notice from Yahoo, or if [***], Yahoo may [***].
SECTION 4: OWNERSHIP; CUSTOMER INFORMATION.
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4.1 As between GeoCities and Yahoo, customer information and the content
created or supplied by those customers will be the property of the
respective party. Specifically, as between GeoCities and Yahoo, Yahooville
Members' profiles will be the property of Yahoo, and GeoCities' homepage
content and GeoCities' Homesteaders' profiles will be the property of
GeoCities, regardless of the origination of the member.
4.2 Yahoo and GeoCities will provide an automated mechanism for communicating
registration information (name, zip code, email) to the other service for
members joining the Yahoo Property from GeoCities Properties and for the
members joining GeoCities Properties from the Yahoo Property.
SECTION 5: EXCLUSIVITY.
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5.1 During the Initial Term (as defined below), with respect to the services of
Excite, Infoseek, Hot Mail, C/NET, Microsoft (MSN), and AOL or any successor
thereto or acquiror thereof (the "Exclusion List"), GeoCities will neither: (i)
provide free, non commercial web-page hosting services to the companies on the
Exclusion List; (ii) provide prominent content links [***] to the companies on
the Exclusion List; nor (iii) enter into any distribution arrangements to
provide a prominent link from, any Company on such Exclusion List; [***].
After the Initial Term, GeoCities will consult with Yahoo in good faith
regarding any potential relationship restricted during the Initial Term pursuant
to this Section 5.1 with any member of the Exclusion List.
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June 29, 1998 5 CONFIDENTIAL
5.2 [***]
5.3 GeoCities reserves the right to pursue an OEM strategy with any site not on
the Exclusion List set forth in Section 5.1, except with respect to [***],
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solely under the terms set forth in Section 5.4 hereto. An OEM strategy
would include, but not be limited to, providing free home page community
services to the OEM customer for a fee. GeoCities shall not pursue an OEM
strategy, or provide any free or fee web page creation, hosting, or similar
services to any site or property controlled by, under common control with
or controlling, branded, or co-branded by, any party on the Exclusion List,
except with respect to [***] as set forth in Section 5.4.
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5.4 As part of the GeoCities OEM strategy, GeoCities will be permitted to
provide free web page hosting services to Lycos, on the Lycos site. Such
service may be provided as a co-branded Lycos/GeoCities service on the
Lycos site, hosted by or for Lycos with the Lycos look and feel; provided,
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however, that such service or such Lycos community members is not
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integrated with GeoCities Properties, and provided, further, that GeoCities
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may provide a link to the Lycos Community from the GeoCities Properties
only after presentation of the GeoCities Properties. In the event that
GeoCities implements an OEM relationship with Lycos, Yahoo shall have the
right to enter into negotiations with GeoCities for the purpose of entering
into an OEM relationship with GeoCities. If the parties successfully
conclude such negotiations, the agreement resulting therefrom shall
supersede this Agreement.
SECTION 6: TERM AND TERMINATION; AUDIT RIGHTS; SURVIVAL.
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6.1 The Initial Term of this Agreement shall be through January 15, 1999. The
Agreement shall automatically be renewed for subsequent 1-year renewal
terms (the "Renewal Terms") unless either party delivers to the other party
written termination notice at least ninety (90) days prior to the end of
such Initial Term or any Renewal Term then in effect. Neither party may
terminate this Agreement during the Initial Term or a Renewal Term, except
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for breach by the other party which remains uncured for thirty (30) days
after written notice to the branching party, or pursuant to Section 6.3.
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June 29, 1998 6 CONFIDENTIAL
6.2 If GeoCities directly or indirectly is acquired by, merged or combined
with, or if all of substantially all of the assets of GeoCities are
acquired by, or if more than fifty percent (50%) of the voting power of
GeoCities is acquired by, (any of the above aforementioned events being
referred to as an "Acquisition") [***] or any subsidiaries thereof during
the Initial Term, GeoCities will pay Yahoo a "user factor" of: (i) $[***]
per reasonably identifiable unique user; multiplied by (ii) the total
distribution of Yahooville Members to GeoCities. Thereafter, during any
effective Renewal Term, upon an acquisition by the companies listed in this
Section 6.2 or any subsidiaries thereof, GeoCities will pay Yahoo a "user
factor" of: (a) $[***] per reasonably identifiable unique user; multiplied
by (b) the discrepancy in cross-distribution (rather than the total
distribution)/1/ over the [***] period immediately preceding the effective
date of such Acquisition. Yahoo will have the right to terminate this
agreement if GeoCities is acquired by the above companies, and the payment
will be in effect only if Yahoo elects to terminate the agreement. All
such payments under this Section 6.2 shall be payable net thirty (30) days
after the effective date of such termination, and shall be accompanied by a
written report setting forth the basis for such payments.
6.3 Each party shall maintain complete and accurate records in accordance with
generally accepted methods of accounting relating to the number of unique
users, pursuant to this Agreement, for three (3) years after the last
payment is due under this Agreement. An independent "Big Six" accounting
firm retained by one party (the "Auditing Party") shall have access to such
records of the other party (the "Audited Party"), no more frequently than
once per calendar year, upon reasonable notice and during normal business
hours, for purposes of auditing the number of unique users set forth in
Sections 6.2 hereto, for so long as such records are required to be
maintained. The Auditing Party shall pay the expenses of the accounting
firm, unless the number of unique users determined by the accounting firm
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varies by an excess of ten percent (10%) of the number of unique users
reported by the Audited Party over the prior twelve (12) month period or
the life of this Agreement (whichever is shorter), in which case the
Audited Party shall promptly pay the Auditing Party the accounting firm's
reasonable fees for such audit, and shall promptly pay any amounts owed by
the Audited Party to the Auditing Party based on such number of unique
users.
6.4 The following terms and conditions shall survive the expiration or
termination of this Agreement: Sections 2.5, 4.1, 6.3 (solely as stated),
7.1, 7.2, 7.3, 7.5, 8, 9.1, and 9.2.
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/1/ By way of example, but not limitation, in the event that 100 more Yahoo
members become Yahooville Members than GeoCities homesteaders become
Yahooville Members then, upon termination under this Section 6.2, GeoCities
shall pay to Yahoo a fee of $[***] (100), or $[***].
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June 29, 1998 7 CONFIDENTIAL
SECTION 7: INDEMNITY; REPRESENTATIONS AND WARRANTIES.
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7.1 GeoCities, at its expense, will indemnify, defend and hold harmless Yahoo,
its employees, officers, directors, representatives, agents and affiliates,
against any claim, suit, action, or other proceeding brought against Yahoo
or such persons or entities based on or arising from a claim: (i) that any
technology, software, authoring tool, trademark, trade name, service xxxx,
service name or other brand feature, any material, content, information,
product or service produced, distributed, presented offered or publicized
through or on the GeoCities Properties or any other web site owned or
operated by GeoCities (whether created by GeoCities or any other person,
including, without limitation, homesteaders or other users of GeoCities
Properties) infringes in any manner any patent, copyright, trademark, trade
secret or any other intellectual property right of any third party, is or
contains any material or information that is obscene, defamatory, libelous,
slanderous, or that violates any law or regulation, or that otherwise
violates any rights of any person or entity, including, without limitation,
rights of publicity, privacy or personality, or has otherwise resulted in
any consumer fraud, product liability, tort, breach of contract, injury,
damage or harm of any kind to any third party; or (ii) based on breach of
any representation or warranty set forth in Section 7.3; provided, however,
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that such indemnification shall not apply to any claims which arise out of
or result from any claim based on or arising from any data, content, or
other materials provided by Yahoo to GeoCities hereunder; and provided,
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further, that in any such case: (x) Yahoo provides GeoCities with prompt
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notice of any such claim; (y) Yahoo permits GeoCities to assume and control
the defense of such action upon GeoCities' written notice to Yahoo of its
intention to indemnify; and (z) upon GeoCities' written request, and at no
expense to Yahoo, Yahoo will provide to GeoCities all available information
and assistance necessary for GeoCities to defend such claim. GeoCities
will not enter into any settlement or compromise of any such claim without
Yahoo's prior written consent, which shall not be unreasonably withheld,
unless such settlement or compromise includes a complete release of all
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claims against and liability for Yahoo. GeoCities will pay any and all
costs, damages, and expenses, including, but not limited to, reasonable
attorneys' fees and costs awarded against or otherwise incurred by Yahoo in
connection with or arising from any such claim, suit, action or proceeding.
7.2 Yahoo, at its expense, will indemnify, defend and hold harmless GeoCities,
its employees, officers, directors, representatives, agents and affiliates,
against any claim, suit, action, or other proceeding brought against
GeoCities or such persons or entities based on or arising from a claim:
(i) that any technology, software, authoring tool, trademark, trade name,
service xxxx, service name or other brand feature, any material, content,
information, product or service produced, distributed, presented offered or
publicized through or on the Yahoo Property or any other web site owned or
operated by Yahoo (whether created by Yahoo or any other person), infringes
in any manner any patent, copyright, trademark, trade secret or any other
intellectual property right of any
June 29, 1998 8 CONFIDENTIAL
third party, is or contains any material or information that is obscene,
defamatory, libelous, slanderous, or that violates any law or regulation,
or that otherwise violates any rights of any person or entity, including,
without limitation, rights of publicity, privacy or personality, or has
otherwise resulted in any consumer fraud, product liability, tort, breach
of contract, injury, damage or harm of any kind to any third party; or (ii)
based on breach of any representation or warranty set forth in Section 7.3;
provided, however, that such indemnification shall not apply to any claims
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which arise out of or result from any claim based on or arising from any
data, content, or materials provided by GeoCities to Yahoo hereunder; and
provided, however, that in any such case: (x) GeoCities provides Yahoo with
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prompt notice of any such claim; (y) GeoCities permits Yahoo to assume and
control the defense of such action upon Yahoo's written notice to GeoCities
of its intention to indemnify; and (z) upon Yahoo's written request, and at
no expense to GeoCities, GeoCities will provide to Yahoo all available
information and assistance necessary for Yahoo to defend such claim. Yahoo
will not enter into any settlement or compromise of any such claim without
Yahoo's prior written consent, which shall not be unreasonably withheld,
unless such settlement or compromise includes a complete release of all
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claims against and liability for GeoCities. Yahoo will pay any and all
costs, damages, and expenses, including, but not limited to, reasonable
attorneys' fees and costs awarded against or otherwise incurred by
GeoCities in connection with or arising from any such claim, suit, action
or proceeding.
7.3 Each party to this Agreement represents and warrants to the other party
that the execution of this Agreement by such party, and the performance by
such party of its obligations and duties hereunder, do not and will not
violate any agreement to which such party is a party or by which it is
otherwise bound.
7.4 GeoCities agrees that it shall maintain policies that are substantially and
effectively similar to its current policies with respect to publicity,
privacy, libel, slander, obscenity, and any complaints arising out of or
relating to all content on the GeoCities Properties.
7.5 EXCEPT FOR THE OBLIGATIONS PURSUANT TO SECTIONS 7.1, 7.2, AND 8, UNDER NO
CIRCUMSTANCES SHALL GEOCITIES, YAHOO, OR ANY AFFILIATE THEREOF BE LIABLE TO
ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,
OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED
TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
SECTION 8: CONFIDENTIALITY.
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8.1 GeoCities and Yahoo hereby acknowledge that each of them may have access to
confidential and proprietary information which relates to the other party's
business (the "Confidential Information"). Such information shall be
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identified as confidential at the time of disclosure. Each party agrees to
preserve and protect the confidentiality of the
June 29, 1998 9 CONFIDENTIAL
Confidential Information and not to disclose any applicable Confidential
Information without the prior written consent of the other party; provided,
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however, that any party hereto may disclose to any other party any
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information which is: (i) already publicly known; (ii) discovered or
created independently of any involvement with such party; (iii) otherwise
learned through legitimate means other than from such party; (iv)
independently created by the receiving party without reference to the other
party's Confidential Information; or (v) required by law or regulation to
be disclosed; provided, however, that the party disclosing such
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Confidential Information under this Section 8.1(v) shall provide reasonable
prior notice thereof to the other party. Moreover, any party hereto may
disclose any Confidential Information hereunder to such party's agents,
attorneys and other representatives or any court or competent jurisdiction
or any other party empowered hereunder as reasonably required to resolve
any dispute between the parties hereto. The parties agree that the
existence of this Agreement is not Confidential Information under this
Section 8.1; provided, however, that the terms and conditions of this
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Agreement are expressly considered Confidential Information under this
Section 8.1.
SECTION 9: MISCELLANEOUS.
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9.1 Notices. All notices, requests and other communications called for by this
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Agreement shall be deemed to have been given immediately if made by
telecopy or electronic mail (confirmed by concurrent written notice sent
first class U.S. mail, postage prepaid), if to Yahoo at 0000 Xxxxxxx
Xxxxxxxxxx, Xxxxx 000, Xxxxx Xxxxx, XX 00000, Fax: (000) 000-0000
Attention: Vice President (e-mail: xxxxxxxx@xxxxx.xxx), with a copy to its
General Counsel (e-mail:xxxxxx@xxxxx.xxx), and if to GeoCities at the
physical and electronic mail addresses set forth on the signature page of
this Agreement, or to such other addresses as either party shall specify to
the other. Notice by any other means shall be deemed made when actually
received by the party to which notice is provided.
9.2 Miscellaneous Provisions. All references by name to sections, areas, or
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portions of the Yahoo Property refer to such sections, areas, or portions
as of the Effective Date, as well as any revisions, additions,
substitutions, replacements, or reclassifications made thereafter with
respect to such sections, areas, or portions. For purposes of example, and
without limiting the generality of the preceding sentence, a change in
designation of a portion of the Yahoo Property or GeoCities Properties
identified herein shall not relieve Yahoo or GeoCities of any of its
obligations or rights with respect to such portion. This Agreement will
bind and inure to the benefit of each party's permitted successors and
assigns. Neither party may assign this Agreement, in whole or in part,
without the other party's written consent. Any attempt to assign this
Agreement other than in accordance with this provision shall be null and
void. This Agreement will be governed by and construed in accordance with
the laws of the State of California, without reference to conflicts of laws
rules, and without regard to its location of execution or performance. If
any provision of this Agreement is found invalid or unenforceable, that
provision will be enforced to the maximum extent permissible, and the other
provisions of this Agreement will remain in force. Neither this Agreement,
nor any terms and conditions contained herein may be construed as creating
or constituting a partnership, joint venture or agency
June 29, 1998 10 CONFIDENTIAL
relationship between the parties. No failure of either party to exercise or
enforce any of its rights under this Agreement will act as a waiver of such
rights. This Agreement and its exhibits are the complete and exclusive
agreement between the parties with respect to the subject matter hereof,
superseding and replacing any and all prior agreements, communications, and
understandings, both written and oral, regarding such subject matter,
including without limitation, the Yahoo! Inc. Link Agreement, effective as
of August 1, 1997. This Agreement may only be modified, or any rights under
it waived, by a written document executed by both parties. The prevailing
party in any claim or action brought by one party against the other party
shall be entitled to full reimbursement of all of its reasonable attorneys
fees and expenses incurred in connection with such claim or action.
9.3 The parties will cooperate to create any and all appropriate public
announcements relating to the relationship set forth in this Agreement.
Neither party shall make any public announcement regarding the content of
this Agreement without the other party's prior written approval and
consent.
This Codistribution Agreement has been executed by the duly authorized
representatives of the parties, effective as of the Effective Date.
YAHOO! INC. GEOCITIES
By: /s/ Xxx Xxxxxx By: /s/ Xxxxx Xxxxxxx
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Name: Xxx Xxxxxx Name: Xxxxx Xxxxxxx
Title: President & CEO Title: CEO
Address: Address:
Attn: Senior VP, Business Operations Attn: Xxxxx Xxxxxxx &
Xxxxxxx Xxxxxx
0000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxx Xxxxx, XX 00000 0000 Xxxx Xxxxxx, 0xx Xxxxx
Tel.: (000) 000-0000 Xxxxx Xxxxxx, XX 00000
Fax: (000) 000-0000 Tel: (000) 000-0000
e-mail: xxxxxxxx@xxxxx.xxx Fax: (000) 000-0000
email: xxxxxxxx@xxxxxxxxx.xxx &
xxxxxxx@xxxxxxxxx.xxx
June 29, 1998 11 CONFIDENTIAL
