Portal Services Agreement [Amendment No. 7] - Inktomi Corp. and Microsoft Corp.
AMENDMENT NO. 7
EFFECTIVE DATE OF AMENDMENT NO. 7: DECEMBER 10, 2002
This AMENDMENT NO. 7 ("Amendment No. 7") to that certain Portal Services
Agreement dated effective as of October 28, 1999 (the "Agreement"), by and
between INKTOMI CORPORATION, a Delaware corporation ("Inktomi"), and MICROSOFT
CORPORATION, a Washington corporation ("Customer").
RECITALS
The parties desire to amend the Agreement on the terms and conditions provided
herein; and
The parties hereby agree as follows:
AMENDMENT
1. Section 7.1 will be modified as follows (amendments in italics):
7.1 By Inktomi. Inktomi shall, at its expense and Customer's
request, defend any third party claim or action brought against Customer, and
Customer's subsidiaries, affiliates, directors, officers, employees, agents and
independent contractors, which, (a) if true, would constitute a breach of any
warranty, representation or covenant made by Inktomi under this Agreement, or
(b) arises from Inktomi's failure to remove a link from the Inktomi Search
Result Data after receiving a written (email acceptable) removal request from
Customer and confirmed to Customer in writing (email acceptable) that such link
has been removed, and Inktomi will indemnify and hold Customer harmless from and
against any costs, damages and fees reasonably incurred by Customer, including
but not limited to fees of attorneys and other professionals, that are
attributable to such claim. Customer shall: (i) provide Inktomi reasonably
prompt notice in writing of any such claim or action and permit Inktomi, through
counsel mutually acceptable to Customer and Inktomi, to answer and defend such
claim or action; and (ii) provide Inktomi information, assistance and authority,
at Inktomi's expense, to help Inktomi to defend such claim or action. Inktomi
will not be responsible for any settlement made by Customer without Inktomi's
written permission, which permission will not be unreasonably withheld. Inktomi
shall have no indemnification obligations under Section 7.1(b) to the extent
that all or some of the offending content from a link removed from Inktomi
Search Result Data appears in another link that has not otherwise been
identified by Customer as a link to be removed from Inktomi Search Result Data.
2. The Term will extended to April 30, 2003.
3. Schedule 2, Section 4(D) will be deleted in its entirety.
4. Schedule 2, Section 4(D) will be renumbered Section 4(C).
Page 1 of 2 CONFIDENTIAL Inktomi - Microsoft Amendment No. 7
<PAGE>
Defined terms herein have the same meaning as set forth in the Agreement, except
as otherwise provided.
This Amendment No. 7 amends, modifies and supersedes to the extent of any
inconsistencies, the provisions of the Agreement. Except as expressly amended
by this Amendment No. 7, the Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 7 as of the
Amendment No. 7 Effective Date set forth above. All signed copies of this
Amendment No. 7 are deemed originals. This Amendment No. 7 does not constitute
an offer by either party. This Amendment No. 7 is effective upon execution on
behalf of the Company and Microsoft by their duly authorized representatives.
INKTOMI CORPORATION MICROSOFT CORPORATION
4100 E. Third Avenue, Mail Stop FC2-5 One Microsoft Way
Foster City, CA 94404 Redmond, WA 98052-6398
/s/ Vishal Makhijani By: /s/ John Krass
------------------------------------ ----------------------------------
(Sign) (Sign)
Vishal Makhijani John Krass
------------------------------------ --------------------------------------
Name (Print) Name (Print)
GM + VP, Web Search
------------------------------------ --------------------------------------
Title Title
Page 2 of 2 CONFIDENTIAL Inktomi - Microsoft Amendment No. 7