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Sample Business Contracts

DART Service Attachment for Publishers - DoubleClick Inc. and Ask Jeeves Inc.

DART SERVICE ATTACHMENT FOR PUBLISHERS

This DART Service Attachment for Publishers (the “DFP Attachment”), set forth in this Cover Page and the attached Terms and Conditions, is entered into pursuant to, and incorporates herein, the DoubleClick Master Services Agreement, by and between DoubleClick Inc. (“DoubleClick”) and Ask Jeeves, Inc. (“You” or “Company”), dated February 27, 2004 the “Master Agreement”).

Company Name: Ask Jeeves, Inc.

Web Site(s) www.AskJeeves.com, www.ask.com, and other websites owned or managed by Ask Jeeves, Inc.

DFP Effective Date: February 27, 2004

DFP Commencement Date (i.e., the date Your Minimum Monthly Service Fee begins): February 27, 2004

Fees: Applicable fees are set forth in Schedule A attached hereto.

**      ** If You elect to participate in DoubleClick’s Site Directory Service pursuant to the terms and conditions set forth in Schedule B, please initial in the space provided to the left. — NA

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The undersigned confirm their mutual agreement to these arrangements as of the DFP Effective Date.

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DART SERVICE ATTACHMENT FOR PUBLISHERS
TERMS AND CONDITIONS

1. Definitions. All capitalized terms not otherwise defined in these Terms and Conditions shall have the meanings as defined on the Cover Page or in the Master Agreement. “Ad”, or “Advertising”, or “Advertisement” shall mean material that (i) promotes a brand or products or services and (ii) is provided by You for delivery to Visitors (defined below), and shall include, without limitation, ad banners, badges, buttons and text links. “Advertiser” shall mean any entity or person that desires to advertise their own products or services. “Publisher” shall mean any entity or person that desires to use the DFP Service to target and measure advertisements for Advertisers on their own Web site.

2. DFP Service. The DFP service (the “DFP Service” or “Service”) is a service provided by DoubleClick to Publishers for targeted and measured delivery of Ads from DoubleClick’s servers to the Web Sites set forth on the cover page of this DFP Attachment (“Target Sites”). The Ads are displayed to visitors (“Visitors”) to the Target Sites based on criteria selected by You and Your Advertisers. If You have elected to receive DoubleClick’s Site Directory Service, as evidenced by Your initials on the Cover Page, such service shall be provided to You by DoubleClick and used by You pursuant to the terms and conditions set forth in Schedule B.

3. Ad Management System. You and DoubleClick understand that You are required to use DoubleClick’s proprietary Ad Management System software technology (the “System”) in order to receive the DFP Service. Accordingly, DoubleClick grants to You the non-exclusive and non-transferable right to access and use the System, which You can access and use only on DoubleClick’s Web servers by means of a unique password chosen by You, and only for the purposes of: (i) performing projections of Ad impression inventories that might be available through the DFP Service, (ii) uploading and storing Ads for delivery by the DFP Service, (iii) selecting trafficking criteria for the delivery of Ads to Target Sites and Visitors, and (iv) receiving reports of Ad impressions and other data related to the delivery of Ads by the DFP Service.

4. Your Obligations. You shall be solely responsible for soliciting all Advertisers, trafficking of Ads (which shall include the input of Ads into the System) and handling all inquiries of any type or nature. For the avoidance of doubt, subject to Your obligations hereunder, You may use any other advertising management solution at any time. You shall obtain all necessary rights, licenses, consents, waivers and permissions from Advertisers, Visitors and others, to allow DoubleClick to store and deliver Ads and otherwise operate the DFP Service on Your behalf and on behalf of Your Advertisers, and to use any data provided to or collected by the System. You agree to indemnify and hold DoubleClick harmless from and against any claim by any Advertiser arising from Your arrangement to display Advertisers’ Advertising or any other image uploaded by You on the Target Sites. You represent that You have read, and will conform to, DoubleClick’s statement on privacy that can be found on the DoubleClick Web site. You agree to ensure Your Web Site contains the requisite privacy disclosure to cover the DFP Service, the elements of which are set forth in the Master Agreement. DoubleClick suggests disclosure substantially similar to the language set forth in Schedule C hereto. You agree never to alter any DoubleClick ad placement tags in such a way as to pass information to DoubleClick that DoubleClick could use or recognize as personally-identifiable or sensitive information. DoubleClick shall have the right to immediately terminate this DFP Attachment should You breach the prior sentence. You agree to never link any personally-identifiable information to any DoubleClick cookie set on the DoubleClick.net domain. Further, You agree to never set, alter or delete a cookie set on the DoubleClick.net domain. To the extent that You elect to place ad placement tags in Your email publications, You agree that the email lists to which such publications are sent shall be “consent” based, meaning the user has made the decision (which can be pursuant to an opt-out standard if such user is a customer of Yours, or pursuant to an opt-in standard for third party emails if the list is a third party’s list) to add his or her email address to a list to receive email messages from You. You further agree that Advertisements provided to DoubleClick and/or delivered on behalf of You, and Your other promotional and marketing activities in connection with the use of the DFP Service, including the Target Sites, shall not be deceptive, misleading, obscene, defamatory, illegal or unethical. During the DFP Term, DoubleClick reserves the right to upgrade the Service and System. In the event that you elect to receive any such upgrades, You acknowledge that such upgrade may require additional free training of Your employees

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accessing the Service and System, and may require reasonable revisions to Your privacy policy. In addition, if such upgrade adds new functionality to the Service and You elect to receive such upgrade, DoubleClick may charge reasonable additional fees for such functionality. You agree to work with DoubleClick to effectuate any such upgrade in a timely manner. You acknowledge that the DFP Service and the System can be used to target, measure and traffic Advertisements in many different ways and based on many different types of data. You represent and warrant that You will not use the DFP Service or the System in a way or for any purpose that infringes or misappropriates any third party’s intellectual property or personal rights. If this DFP Attachment is terminated by DoubleClick due to a breach by You, in addition to any other remedies available to it under this Attachment or at law or in equity, You are required to promptly pay DoubleClick the Minimum Monthly Service Fee for the balance of the DFP Term.

5. DoubleClick’s Obligations. DoubleClick’s sole obligations hereunder shall be (i) to deliver Ads through the DFP Service according to the trafficking criteria selected by You using the System, (ii) to provide web-based support via the DoubleClick support web site with the ability to log support cases twenty-four hours per day, seven days per week (excluding reasonable downtime during low usage hours for routine maintenance as further specified under “Custom Arrangements” on page one), and (iii) to provide five (5) logins (defined as a user name and password access to the DoubleClick training module for a specific user) to DoubleClick’s Web-based training module as set forth in Schedule A for the DFP Term, explaining the proper use of the DFP Service and the System. The cost for such logins is included in the Initial Setup Fee. Additional logins, if required, shall be available at the rates set forth in Schedule A. During the DFP Term, DoubleClick reserves the right to periodically archive data collected hereunder with advanced written notice to You. Once archived, the data may be retrieved upon request as a Custom Report, as described in Schedule A. For the rate set forth in Schedule A, You may elect to use DoubleClick’s rich media trafficking module that You can use to create or modify rich media campaigns through the System for the purpose of delivering such campaigns through the Service. Once You have commenced using such rich media functionality, You shall be required to pay the rates for such functionality for the duration of the DFP Term, regardless of Your usage level for such functionality. DoubleClick disclaims all liability for any non-DoubleClick standard rich media templates that You may create and use in connection with the System. If You require in-person training or training at a training facility near Your site, DoubleClick shall provide such training to You, when available, at the rates for such training set forth in Schedule A. You shall not permit any of Your employees to access and use the DFP Service or the System to book or modify ad placements unless any such employee has successfully completed the web-based training and has been so certified by DoubleClick. To access and view reports, Your employees do not need to complete training.

6. Fees. You shall pay DoubleClick the fees set forth in the Schedule A attached to this DFP Attachment and/or in a Statement of Work (defined in Section 9) in accordance with the payment terms set forth herein and in the Master Agreement. Prior to DoubleClick’s commencement of Services hereunder and if You fail to pay DoubleClick as set forth in the Master Agreement at any point during the DFP Term, You are required, upon DoubleClick’s written request, to provide DoubleClick with the information necessary to enable DoubleClick to perform a credit check of You. If such credit check indicates that You have a credit rating of “C” or below, DoubleClick has the right to require a deposit equaling one (1) months’ worth of Your Minimum Monthly Service Fees (set forth in Schedule A). Such deposit will be held by DoubleClick until such time as You do not have any delinquent invoices for six (6) consecutive months. At such time, DoubleClick agrees to apply Your deposit against ensuing invoices until such time as the deposit is reduced to zero. At any time during the DFP Term and without limiting any rights of DoubleClick set forth in the Master Agreement and this DFP Attachment, DoubleClick has the right to apply the deposit (or a portion thereof) against Your delinquent payments, if any, after notifying You in writing and require You to immediately replenish any portion of the deposit that has been so depleted. If You fail to replenish the deposit within ten (10) business days from written notice from DoubleClick, DoubleClick has the right to immediately suspend Services without liability to You, the Service not to be reinstated until You pay all overdue amounts and replenishe the deposit. If DoubleClick is still maintaining the deposit at the end of the DFP Term and You have no delinquent payments outstanding, DoubleClick agrees to apply the deposit or the remaining portion thereof, if any, against Your final Monthly Service Fees.

7. Data. You have the sole and exclusive right to use all data derived from Your use of the DFP Service, for any purpose related to Your business; provided that DoubleClick may use and disclose the Visitors’ data derived from Your use of the DFP Service only (i) for DoubleClick’s reporting purposes, consisting of compilation of aggregated statistics about the DFP Service (e.g., the aggregate number of Ads delivered) that may be provided to customers, potential customers and the general public and shall not include any personally-identifiable information; and (ii) if required by court order, law or governmental agency. Upon Your request, and in exchange for a reasonable fee, DoubleClick shall provide You with a copy of any such use.

8. DFP Term. Unless terminated earlier in accordance with the termination rights set forth in this DFP Attachment, the term of this DFP Attachment shall be for a period of three (3) years from the DFP Commencement Date (the “DFP Term”); provided, however that You shall have the right to terminate this Attachment, effective the DART Delivery End Date (as defined below), upon no less than thirty (30) days prior written notice, if such notice includes adequate written evidence (for example, a signed letter from Your CEO and/or a public press release, if available) that (i) You or one of your subsidiaries has bought or built an in-house advertising management

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solution that, as of the DART Delivery End Date, You will be using exclusively for all of Your and Your affiliates’ ad products , or (ii) You have disbanded Your ad sales business in its entirety with respect to any and all Web site(s) owned or managed by You and Your affiliate(s) (e.g. You have ceased to sell ad space on such Web site(s) whether directly or through a third party), it being understood that the term “affiliates” as used in this sentence shall be deemed to mean entities under common control with, controlling or controlled by Ask Jeeves, Inc., excluding Ask Jeeves Europe Limited, and other websites owned and operated under Ask Jeeves Europe Limited. “DART Delivery End Date” shall mean the date You commence using the in-house solution referenced in (i) above exclusively, or the date You disband Your ad sales business pursuant to (ii) above. For purposes of clarification hereunder, You shall not have the right to terminate in accordance with the preceding sentence if You are using a third party ad management solution, directly competitive with DoubleClick’s DART service, with respect to any of Your ad products.

9. Solution/Professional Services. DoubleClick will provide the solution/professional services set forth in Schedule A as may be requested by You from time to time during the DFP Term at the applicable rates set forth therein. DoubleClick shall have the right to adjust such services and reasonably adjust pricing in its sole discretion upon providing You with thirty (30) days’ prior written notice. Notwithstanding the foregoing, DoubleClick cannot adjust the fees for any services for which an SOW (as defined below) has been executed or which the parties have agreed upon in writing. As set forth in Schedule A, for certain solution/professional services, the parties shall execute mutually agreed upon statements of work for solution/professional services to be performed by DoubleClick, such statements of work to be attached to and made a part hereof (each, a “Statement of Work” or “SOW”). In the event You require any additional services not listed in Schedule A, if commercially reasonable, DoubleClick agrees to provide such services pursuant to a mutually agreed upon Statement of Work which shall include, without limitation, the applicable fees, payment schedule, and delivery schedule for such services. All services provided under a Statement of Work shall constitute a Service under this DFP Attachment. Unless otherwise provided in the Statement of Work, all work product or services provided by DoubleClick shall be the sole and exclusive property of DoubleClick (save and except any of Your trademarks or service marks which may be contained therein and which shall remain Your property), and DoubleClick grants to You a non-exclusive, non-transferable, worldwide license to publicly perform, display and use any work product developed hereunder solely in connection with the terms and conditions of this DFP Attachment. The parties agree that the DFP Commencement Date will not be adjusted for solution/professional services requested by You after the DFP Effective Date, but prior to the DFP Commencement Date.

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Rev. 6/1/03

SCHEDULE A

Fees

I.	SETUP

Includes:

	•		applicable days of non-exclusive SE assignment
	•		Ad serving requirements review with Sales Engineer
	•		Network creation
	•		5 Web-based training module logins for the DFP Term
	•		Access to support/documentation resources

Any customers’ duration of deployment that exceeds designated amount of days above will be charged at the standard daily consulting rate listed in Section IV. If You are renewing Your DFP Service, the items above, other than the support/documentation resources, shall not apply.

II.	AD SERVING

MONTHLY SERVING FEE RATES:

You shall be charged the following for all impressions served by DoubleClick, including, without limitation, all impressions for paid Ads, house Ads, text links, redirects and System defaults:

**The Monthly Service Fee shall be based on the number of total impressions delivered through the DFP Service on behalf of You each month hereunder together with the impressions served through the DART Service Attachment for Publishers between DoubleClick International TechSolutions Ltd and Ask Jeeves Europe Limited, divided by one thousand (1,000) and multiplied by the applicable Monthly Service Fee Rate (CPM) set forth above. The pricing set forth above is tiered, meaning that if the monthly impression level crosses into multiple tiers, for all monthly impressions in the initial tier, the corresponding rate shall apply, for all impressions in the second tier, the corresponding rate shall apply, etc.

If the sum of Your Monthly Service Fee and Click Fee in a given month (both fees described in this Section II) is less than the Minimum Monthly Service Fee in such given month (commencing on the DFP Commencement Date or the first full month after the DFP Commencement Date, if such date is not within the first ten (10) days of the month, regardless of whether or not You have commenced serving advertising using the DFP Service), You shall owe DoubleClick the Minimum Monthly Service Fee for that month.

***

Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Grey gif, System defaults and broken images that are served by the DFP Service for creative trafficked by You shall be counted in determining the number of Your monthly Ad impressions. Unless an international rate card is included in the Custom Arrangements on the Cover Page of this DFP Attachment, the Monthly Service Fee Rates set forth above are applicable only for Advertisements served and supported from DoubleClick data and support centers located in the United States. If You request that Advertisements be served and/or supported from a particular international data and support center, You shall be charged DoubleClick’s standard published incremental fee for Ad serving and/or support from such data and support center.

CLICK FEE: If You elect to use a DoubleClick tag to track the click, without, at the same time, delivering an ad impression associated with such tag, You shall use the “text-link” creative type and agree to pay a click fee equal to $[***] /click.

OPTIONAL MODULES:

The rich media trafficking module is an optional module of the System that automates certain aspects of creating and trafficking rich media. The fee includes use of the rich media templates and access to the rich media “expert rules system”.

FEES FOR ADS GREATER THAN AD SIZE LIMIT:

Ad Size Limit: 20 Kbytes

DoubleClick has the right to charge You, and You agree to pay, additional fees for all impressions for Advertisements served by DoubleClick hereunder that exceed the Ad Size Limit. Ad size is equal to the amount of disk space occupied by the Advertisement and all its component parts, as measured by DoubleClick on its servers. Fees for impressions for Ads that exceed the Ad Size Limit shall be in addition to Your Monthly Service Fee for those Ad impressions and shall be based on the following tiers and corresponding CPM rates based on the volume of impressions for oversized Ads falling within each tier each month of the DFP Term:

For example, if during a particular month of the DFP Term, DoubleClick has served on Your behalf 1,000,000 Ads which were 25k and 4,000,000 Ads that were 42k , You would owe DoubleClick an additional fee of $[***] such month (1,000,000 x $[***] CPM, plus 4,000,000 x $[***] CPM). If Your Monthly Service Fee for that month for all Ads served by DoubleClick (including the oversized Ads) was $[***], Your cumulative Ad delivery fee for such month would equal $[***].

*** Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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III.	TRAINING

DOUBLECLICK TRAINING MODULE

Training logins are not necessary to access System reporting. The number of Your employees who can log support cases with DoubleClick, however, is limited to the number of training logins for which You have contracted to receive.

If You request logins in addition to the training logins provided to You as part of Your Setup (see Section I of this Schedule A), You will be provided such logins free of charge.

Ask Jeeves will get two credits for two training days (within a DoubleClick office) free of charge per quarter – credits valid in that specific quarter only. Instructor-led training local onsite is available at the rate of $500 per day. For training at a training facility near Your site, You agree to reimburse DoubleClick for its actual and reasonable travel and lodging expenses, as well as all training facility fees and a daily overhead fee. All instructor led training will be provided by either a full time DoubleClick employee or a certified preferred vendor of DoubleClick.

DoubleClick reserves the right to suspend any training logins if (i) You have amounts past due pursuant to this DFP Attachment, or (ii) You have materially breached a provision of the DFP Attachment or Master Agreement.

IV.	SOLUTION/PROFESSIONAL SERVICES

(ONLY THOSE SERVICES MARKED WITH AN ASTERISK (*) REQUIRE A STATEMENT OF WORK (“SOW”). For non-asterisked services listed below, DoubleClick shall invoice You on a monthly basis for performance of those services on Your behalf during any month of the DFP Term, at the rates set forth below.)

CUSTOM REPORTS*
Custom Report fees for daily delivery reports — $[***]/month
Custom Report fees for weekly delivery reports — $[***]/month
Custom Report fees for monthly delivery reports — $[***]/month
The development fees of these custom reports will be set forth in applicable SOW.

Pricing for other types of custom reports to be set forth in applicable SOW One-time, weekly or monthly queries with custom fields selected by You. Pricing is dependant on the size of the file as well as the development time required to create the report.

      

      

*** Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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You are entitled to receive 1:1 Support (described below) free of charge. If You wish to receive 1:1 Support , You will need to send DoubleClick a signed letter/request, stating the date upon which You would like such service to commence. DoubleClick 1:1 support shall consist of the following: You shall be provided a dedicated Technical Account Manager at DoubleClick (“Your Dedicated Technical Account Manager”), who shall (i) serve as Your interface to DoubleClick support, and (ii) work with You to better understand Your business needs and site configuration and use this in-depth knowledge, together with his/her technical expertise, to help resolve any problems with Your use of the Service that You may encounter, and find ways to proactively improve Your use of DoubleClick’s DART technology and services. Upon providing three (3) designated primary contacts to DoubleClick for one-to-one support (“Your Designated Contacts”), Your Designated Contacts shall be provided with multiple ways of reaching and working with Your Dedicated Technical Account Manager at DoubleClick (which shall include, by way of example, and not limitation, telephone support, on-site visits, and periodic conference calls). In the event that issues arise regarding the level, quality, frequency and effectiveness of the support You are receiving from DoubleClick, DoubleClick shall provide You with an escalation list of people within DoubleClick You can contact to resolve these issues, which list shall commence with Your Dedicated Technical Account Manager and proceed to the Vice President of Client Services (if necessary).

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SCHEDULE B

Site Directory Service

Web Site(s): NA

Fees:	Annual Platinum Listing Fee (total): $[***]/Site (based on Type of Listing Selected)

Listings:

Name of site (URL):
Type of Listing:
Categories:
Fee for that Listing:

Name of site (URL):
Type of Listing:
Categories:
Fee for that Listing:

The following is a description of the Listings purchased by You:

•		Listings in up to ten (10) related category searches
•		Top positioning in search results
•		Logo included in search results
•		Up to 10 active media deals within Site Directory listing
•		Logo placement in monthly Site Directory newsletters

Custom
Arrangements,
if any

1. Directory Service. The Site Directory Service (the “Directory Service”) is a service provided by DoubleClick to Web Publishers that allows such Publishers to post information in the DoubleClick Database about their Web site which shall be accessible to DoubleClick advertiser and/or agency clients (“Advertisers”). Publisher listings within the DoubleClick Database shall consist of site specific information such as DART certification level (standard, rich media or advanced), ad ops and sales contacts, ad and creative specifications, types of rich media accepted via third parties (if any), ad serving technology used, and other site-specific information.

2. Database Access. DoubleClick grants to You the nonexclusive and nontransferable right to access and use the DoubleClick Database by means of a unique password provided by DoubleClick for sole purpose of providing Your Web site information to be posted in the DoubleClick Database and updating any information pertaining thereto during the DFP Term .

*** Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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3. Obligations of the Parties. You shall be solely responsible for (i) providing all Web Site information to be compiled in the DoubleClick Database, (ii) ensuring such information’s accuracy, and (iii) updating any information pertaining thereto. You agree to indemnify and hold DoubleClick harmless from and against any third party claim arising from the information provided by You hereunder. DoubleClick shall be solely responsible for (i) collecting the information provided by You, (ii) posting the information, and (iii) using commercially reasonable efforts to make customer service personnel available via the support web site for support during normal business hours.

4. Fees. You shall pay DoubleClick, the Annual Listing Fee per Web site listing (as set forth above) for use of the Directory Service. The Annual Listing Fee, which is a nonrefundable, non-creditable fee, shall be determined based on the type of listing selected by You and shall be payable at the commencement of each year (i.e., initial year and any renewal years) of the Term. Your initial Annual Listing Fee shall be payable upon the execution of this DFP Attachment. All renewal fees hereunder shall be payable within thirty (30) days of Your receipt of invoice from DoubleClick. DoubleClick shall have the right to delay Your initial Web site listing or remove Your Web site listing if payment is not received within the timeframes set forth above.

5. Term. The term of the Directory Service shall be co-terminus with the DFP Term.

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SCHEDULE C

DoubleClick’s Suggested Privacy Disclosure

“We use a third-party advertising company to serve ads when you visit our Web site. This company may use information (not including your name, address, email address or telephone number) about your visit to this Web site in order to provide advertisements about goods and services that may be of interest to you. In the course of serving advertisements to this site, our third-party advertiser may place or recognize a unique “cookie” on your browser. If you would like more information about this practice and to know your choices about not having this information used by this company, please click here. <http://www.doubleclick.net/us/corporate/privacy>

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