Portal Services Agreement [Amendment No. 4] - Inktomi Corp. and Microsoft Corp.
AMENDMENT FOUR
TO
PORTAL SERVICES AGREEMENT
BY AND BETWEEN
INKTOMI CORPORATION
AND
MICROSOFT CORPORATION
THIS AMENDMENT FOUR TO PORTAL SERVICES AGREEMENT (this "Amendment") is
made and entered into as of this 13th day of June, 2001 (the "Effective Date")
by and between Inktomi Corporation, a Delaware corporation, with its principal
place of business located at 4100 East Third Avenue, Foster City, California
94404 ("Inktomi") and Microsoft Corporation, a Washington corporation with its
principal place of business located at One Microsoft Way, Redmond, Washington,
98052 ("Customer").
RECITALS
A. Customer and Inktomi made and entered into that certain Portal Services
Agreement dated as of October 28, 1999, as amended from time to time (the
"Agreement").
B. Customer and Inktomi wish to amend the Agreement to allow for the
provision of additional services and to memorialize the parties
understandings respecting fees and charges applicable for such services,
all as set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the mutual promises set
forth herein, and for such other good and valuable consideration, the
sufficiency of which is hereby acknowledged by the parties, Customer and Inktomi
do hereby amend the Agreement as follows.
1. Definitions. All capitalized terms, not otherwise defined herein, shall
have the meaning given to such terms in the Agreement.
2. Additional Language Support.
2.1 Additional Language Support. That portion of Amendment A to Exhibit
A-1 of the Agreement, entitled "LINGUISTICS & INTERNATIONAL
SUPPORT"`, shall be deleted in its entirety and replaced with the
following:
*
*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.
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2.2 [*]
3. Fees, Charges and Other Compensation. Customer shall pay for the
additional services and language support set forth in this Amendment
pursuant to the terms, and subject to the conditions, of Schedule 2 of the
Agreement, as amended by that certain Amendment Number Three to the
Agreement, made and entered into try and between Inktomi and Customer,
with an effective date of May 1, 2003.
4. Miscellaneous.
4.1 Complete Understanding. This Agreement, including all Exhibits or
attachments attached hereto, which are hereby incorporated herein by
this reference, constitutes the final, complete and exclusive
agreement between the parties with respect to the subject matter
hereof, and supersedes any prior or contemporaneous agreement. A
facsimile of a signed copy of this Amendment received from either
party may be relied upon as an original.
4.2 No Other Modifications. Except as expressly modified pursuant to
this Amendment, all the provisions of the Agreement remain in full
force and effect. No other modification, amendment or waiver of any
provision of the Agreement shall be effective unless in writing and
signed by an officer of Inktomi and an authorized representative of
Customer.
[*] 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.
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<PAGE>
IN WITNESS WHEREOF, Customer and Inktomi have caused their respective duly
authorized representatives to execute this Amendment as of the Effective Date.
MICROSOFT CORPORATION INKTOMI CORPORATION
By: /s/ Bill Bliss By: /s/ David Ponzini
-------------------------------- ----------------------------------
Name: Bill Bliss Name: David Ponzini
------------------------------ --------------------------------
Title: General Manager Title: VP, Finance
----------------------------- -------------------------------
Date: 6-13-01 Date: 6-10-01
------------------------------ --------------------------------
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EXHIBIT C
TO
INFORMATION SERVICES AGREEMENT
Chinese Search Services
Inktomi shall use the Inktomi Search Engine: at its own editorial
discretion to crawl the Internet, download and analyze text and other data, sort
and organize the data, create an index of accessible data, and, after receiving
a particular search request from an end user (in the form of a word query),
locate material accessible in the Inktomi Chinese Search Database, and present
the results of the search to the end user through Customer's Asian Site(s).
Inktomi shall serve the end user search queries out of one (1) or more of its
search engine data centers at Inktomi's discretion. The functionality
specifications and performance criteria applicable to such service:, are as
follows:
Functionality Specifications:
Inktomi shall operate the Inktomi Search Engine so as to enable end users
of the Site to run queries against the Chinese Search Database with the
following functionality:
*
Chinese Search Performance Criteria:
- Size of Database - Minimum of at least * documents in the Chinese
index.
- Database Freshness - Objective is a crawl every thirty days for
documents in .cn, .hk, and .tw domains, as wall as documents in
traditional and simplified Chinese. Freshness may vary depending
upon operational circumstances.
- Uptime/Downtime - Minimum *% uptime (*% downtime) over monthly
windows with a goal of *% uptime. Downtime = any * minute period
in which Inktomi Search Engine processes no requests.
- Query/Response Speed - Average speed * milliseconds.
*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.
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<PAGE>
- Additional Criteria not expressly mentioned above - Adherence to SLA
in current Customer Agreement.
Production Schedule
Both Parties shall use commercially reasonable efforts so that the Chinese
Search Services are available to Customer far use in Customer's Asian Site(s)
within thirty (30) days following the Effective Date of this Amendment.
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