Sample Business Contracts

Portal Services Agreement [Amendment No. 2] - Inktomi Corp. and Microsoft Corp.

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                              AMENDMENT NUMBER TWO
                                     TO THE
                            PORTAL SERVICES AGREEMENT
                              MICROSOFT CORPORATION
                               INKTOMI CORPORATION

      This document (the "Amendment Two") shall serve to amend the Portal
Services Agreement and any Exhibits, Attachments, Addenda, or Schedules thereto
(the "Agreement") between Microsoft Corporation ("Customer") and Inktomi
Corporation ("Inktomi") dated October 28, 1999 (the "Agreement"),


      WHEREAS, Customer and Inktomi desire to amend and clarify the Agreement so
as to enable Customer to display certain Inktomi URLs on the Customer Site;

      NOW, THEREFORE, Customer and Inktomi agree to amend the Agreement as

      1. The following definitions are added to Section 1 of the Agreement:

            (a) "Monetized URL" means all URLs supplied to Inktomi by an Inktomi
Paid Inclusion Customer. Such URLs shall pertain to web sites that are publicly
available through the Internet and shall have a cost-per-Click Through revenue
opportunity for Customer.

            (b) "Inktomi Paid Inclusion Customer" means an Inktomi customer
whose URLs are included in the web search results served by Inktomi.

            (c) "Paid Inclusion Display" means the display of Monetized URLs by
Inktomi on Customer Site.

            (d) "Redirect URL" means the URL supplied by Inktomi to Customer to
track click-through traffic.

            (e) "Paid Inclusion Program" means that program provided by Inktomi
to Inktomi Paid Inclusion Customers which gives such customers the opportunity
to display their URLs on the Customer Site for which Inktomi shall receive per
Click Through revenue, a portion of which Inktomi shall remit to Customer
pursuant to this Amendment.

            (f) "Click Through" means an instance in which a third party
Internet user navigates to a page of the Inktomi Paid Inclusion Customer's site
by clicking on a Monetized URL on the Customer Site.
            (g) "Revenue" shall mean gross revenue due to Inktomi from Inktomi
Paid Inclusion Customers from Click Throughs.

      2. The parties acknowledge and agree that Inktomi may be permitted to
display Monetized URLs on the Customer Site in the manner described on Exhibit
B. Customer may, but is not obligated to, display Inktomi's Monetized URLs on
The Customer Site. This amendment is for the Customer U.S. Site and Customer
international markets as defined by Customer.

      3. The following provisions are added to Schedule 2 of the Agreement:

            (a) Paid Inclusion Program Fees. Inktomi shall pay Customer revenue
from Click Throughs in accordance with Exhibit B, which is hereby added and
incorporated into the Agreement.

      4. The Inktomi warranties specified in Section 4.1 and the Inktomi
indemnification obligations specified in Section 7.1 of the Agreement shall
apply to the Inktomi Paid Inclusion Products.

      5. The Term of this Amendment shall be for the duration of the Agreement
or until the Agreement is otherwise terminated. Customer may (i) terminate this
Amendment at any time, without cause, upon sixty (60) days written notice to
Inktomi; or (ii) terminate this Amendment at any time, for legal or Public
Relations concern, upon five (5) days prior written notice to Inktomi.

      Other than the changes above, the terms and conditions of the Agreement
remain unchanged and in full force and effect.

      The effective date of this Amendment shall be the later of the two
signature dates below.


By: /s/ John Krass                        By: /s/ David Ponzini
    --------------------------------          --------------------------------

Name: John Krass                          Name: David Ponzini
      ------------------------------            ------------------------------

Title: MSN Search - Business Manager      Title: Director of Finance
       -----------------------------             -----------------------------

Date: 1/17/01                             Date: 1/17/01
      ------------------------------            ------------------------------

                                    EXHIBIT B


            1.1 If Customer chooses to display Monetized URLs on the Customer
Site, Customer shall control the manner to which such URLs are displayed,
including any placement (weighting or boosting) of such. If the ranking
algorithm used by Inktomi includes a factor for the URL being "monetized," then
Customer shall have the ability to control such ranking algorithm, including the
ability to change such or turn it off.

            1.2 Customer shall use the Redirect URL in conjunction with all
Monetized URLs.


            2.1 Inktomi shall provide to Customer a display Monetized URL (which
is the destination URL seen by the end user) and a Redirect URL (which directs
the end user through an Inktomi tracking server and then to the displayed URL)
in a format acceptable to Customer.

            2.2 Subject to applicable laws, regulations, and other
authorizations, Inktomi shall provide Customer with statistical information for
the period in which a Monetized URL was displayed on Customer Site, in a format
acceptable to customer.

            2.3 Inktomi is solely responsible for all sales, marketing, billing
and client support of the Inktomi Paid Inclusion Program.

            2.4 Upon Customer's request, within three (3) days Inktomi shall
remove all Monetized URLs and Redirect URLs from the search results Inktomi
delivers to Customer for publication on the Customer Site.

            2.5 Inktomi shall not use Customer's trademarks or logos on any
materials or data, either prepared by Inktomi or any third parties, without the
prior approval of Customer.

            2.6 Inktomi shall provide Inktomi Paid Inclusion Customers with Paid
Inclusion Program aggregate data only. Inktomi shall not provide Inktomi Paid
Inclusion Customers with Paid Inclusion Program specific data (i.e. Inktomi
shall provide number of Click Throughs per customer link on a whole counting all
Inktomi Paid Inclusion Program Customers, but shall not provide the number of
Click Throughs specifically coming from Customer).

            2.7 In the event that Inktomi's Redirect URL service is down,
Inktomi will modify its Results in such a way that the outage is transparent to
Customer and Customer's users within fifteen (15) minutes of the outage by
modifying the URLs to be non-redirected URLs.
      3. FEES

            3.1 Each quarter, Inktomi will provide Customer with a reporting on
the number of Click Throughs for that quarter in a format acceptable to

            3.2 Each quarter, Inktomi shall pay Customer: (i) * per cent (*%) of
booked gross Revenue, up to $*; and (ii) * percent (*%) of booked gross Revenue
over $*. Payments shall be due within thirty (30) days of the end of each

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential Treatment has been requested with respect to the
  omitted portions.