Sample Business Contracts

Switchboard Services Agreement [Amendment No. 1] - Switchboard Inc. and YP Corp.

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                               FIRST AMENDMENT TO

     THIS FIRST AMENDMENT is made and entered into as of the first day of April,
2004  (the "Amendment Effective Date"), by and between Switchboard Incorporated,
a  Delaware  corporation  having its principal place of business at 120 Flanders
Road,  Westboro,  MA  01581  ("Switchboard"), and YP Corp., a Nevada corporation
having  its principal place of business at 4840. E. Jasmine #110, Mesa, Arizona,
85205  f/k/a  YP.Net,  Inc.).

     WHEREAS,  Switchboard  and YP Corp. are parties to that certain Switchboard
Services  Agreement  with  an Effective Date of April 1, 2003 (the "Agreement");

     WHEREAS,  the  parties  desire  to  amend  the  Agreement.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which  are hereby acknowledged, Switchboard and YP Corp. hereby
agree  as  follows:

1.   Terms  not  defined  herein  shall have the meaning ascribed to them in the
Agreement.  As  used  herein  the  term  YP.Net  shall  mean  YP  Corp.

2.   Delete  the  last sentence of the definition of Directory Ad in Section 1.0
of  Schedule  A  and  insert  the  following  in  its  place:

     Directory  Ads shall appear in the form of a business Featured Listing, and
     shall  contain  multiple  clickable  elements,  including  (at  all  times)
     business  name  which links either to a YP.Net Merchant website or a YP.Net
     "More  Info"  page (also referred to as a Mini Web Page). Directory Ads may
     also  include  a  web site address link and or other transactional links or
     information,  such  as one (1) line of promotional text to appear under the
     business  name,  which  shall  pertain  to  the  Merchant's  business  or
     information  and shall consist of no more than 70 text characters, business
     address,  business  telephone number, e-mail address, toll free number, fax
     number,  hours  of  operation,  enhanced  data, and may include a link to a
     small  web  page  hosted by YP.Nct ("Mini Web Page"), with placement in the
     Featured  Listing section of the Yellow Pages results screen, substantially
     as  depicted  in  the  screen  shot  attached  hereto  as  EXHIBIT  "A".

3.   Insert  the following new definitions at the end of Section 1.0 of Schedule

     "Directory  Ad  Click  Through"  shall  mean  a  click  by  a  user  of the
     Switchboard  Site  or  a  Switchboard  Affiliated  Site  as  reported  by
     Switchboard during a User Session on a clickable element in a Directory Ad.

     "User Session" shall mean the session of activity that a unique user spends
     on the Switchboard Site or a Switchboard Affiliated Site beginning when the
     User  first  uses  the Switchboard Site or returns after a previous session
     and  ending  with  the

     sooner  of  either  the  occurrence of the User leaving the site or after a
     thirty  (30)  minute  period  of  time.

4.   Delete  Section  4.7  of  Schedule  A  and  insert  the  following:

     4.7 DirectoryAdHosting Fees. Commencing as of the Amendment Effective Date,
     YP.Net  shall  pay  Switchboard  a fee of twenty five cents ($.25) for each
     Directory  Ad  Click Through up to a maximum of fifty five thousand dollars
     ($55,000)  per  month  (the  "Monthly Cap"). Any monthly Directory Ad Click
     Throughs  in excess of two hundred twenty thousand (220,000) shall be at no
     charge  to  YP.Net for such month. shall in all months commencing as
     of  the Amendment Effective Date guarantee and pay to Switchboard a minimum
     monthly  fee  of  twenty  thousand  dollars  ($20,000)  regardless  of  the
     Directory  Ad  Click-Throughs generated during the month. In no event shall
     the  total  monthly  amount  owed by YP.Net to Switchboard hereunder exceed
     fifty  five  thousand dollars ($55,000). For purposes of billing YP.Net for
     Directory  Ad  Click-Throughs, a click by a user on more than one clickable
     element  of  a  Directory Ad during a User Session shall only be counted as
     one  (1)  Directory Ad Click-Through, subject to the following: Switchboard
     shall  use  commercially  reasonable efforts to implement this User session
     technology  by  June 1, 2004, but in the instance that it is not available,
     only user clicks to a Mini Web Page and/or a web site address link shall be
     countable  as  Directory  Ad  Click-Throughs.

5.   Notwithstanding  anything  contained  in  the  Agreement,  subsequent  to
insertion  and  submission of any Directory Ad by YP.Net pursuant to Section 4.3
of  Schedule  A of the Agreement, Switchboard reserves the right to place and/or
move  any  Directory  Ad  in  a Featured Listing "A", "B" or "C" rotation. In no
event  shall  Switchboard  remove  any  Directory  Ad  from the Switchboard Site
(except  for  breach of the Agreement by YP.Net) or move any Directory Ad to the
"All  Listing"  section  or  to any rotation below Featured Listing "C" rotation
(for example, Featured Listing "D" rotation). Ads within the rotational tiers A,
B  and  C are displayed on a random rotational basis within the respective tier.
The  tiers  will  be  displayed  in  a  sequential basis, with all ads in tier A
showing  before  ads  in  tier  B,  which  shows  before  ads  in  tier  C.

6.   On  a  monthly  basis,  Switchboard  shall  provide  YP.Net  with  a report
identifying  the  number  of  times a Directory Ad was displayed to users of the
Switchboard  Site  and  the  number  of  Directory  Ad  Click  Throughs for each
Directory  Ad;  provided, in no event shall such report include in the number of
Directory Ad Click Throughs fraudulent clicks on any Directory Ad, including but
not  limited  to  clicks generated by the use of robots or other automated query
tools  and/or computer generated search requests. In addition, Switchboard shall
invoice  YP.Net  and  YP.Nct  shall  pay  Switchboard  the  amount  equal to the
aggregate number of billable Directory Ad Click Throughs times twenty five cents
($.25)  up  to  the  Monthly  Cap  but in any event no less than twenty thousand
dollars  ($20,000).  Invoices  shall  be  paid  in accordance with the terms and
conditions  of  the  Agreement. Both parties acknowledge that each party's total
monthly  Click  Through  count  may  be  different  from the other party's total
monthly Click-Through count. To the extent discrepancies exist, YP.Net agrees to
pay  Switchboard  the  undisputed  portion  of  the  amount due for the month in
question  and  the  parties  agree  to  the  following  dispute  resolution

process  with  respect  to  the disputed portion of the amount due: In any month
where  the  Switchboard Click-Through count and the YP.Net's Click-Through count
vary  less  than  or  equal  to  10%, Company shall pay Switchboard based on the
Switchboard  Click-Through  count.  In  any  month  where  the  Switchboard
Click-Through  count  and  the YP.Net Click-Through count vary by more than 10%,
the  parties  agree  to expeditiously reconcile the Click-Through counts. In the
event  of such discrepancy, the matter shall first be promptly escalated to each
party's  chief  financial  officer in an attempt to settle such dispute. If such
chief financial officers are unable to resolve the dispute, it shall be promptly
referred  to the Chief Executive Officers or other senior level appointee of the
respective  companies who shall attempt to resolve such dispute. Notwithstanding
the  foregoing,  in  the  event  that  both  parties in good faith are unable to
resolve  such  a  dispute  within thirty (30) days of the calendar month end for
which such dispute results from, the parties shall submit to binding arbitration
by  one arbitrator. The arbitration shall be conducted in Boston, Massachusetts,
in  accordance  with  the  rules,  regulations,  and  procedures of the American
Arbitration  Association,  and the decision of the arbitrator shall be final and
binding  on  both  parties.

7.   Within  30  days  from  the Amendment Effective Date, YP.Net agrees that no
page  on  a YP.Net Site to which a user of the Switchboard Site or a Switchboard
Affiliated  Site  is  referred  via  a clickable element on a Directory Ad shall
contain  a  yellow  pages  search  form  similar  to  the  Switchboard  Site.

8.   The Agreement, as amended by this Amendment, shall have a term of 13 months
from  the  Amendment  Effective  Date through May 1, 2005 and may be extended by
written  mutual  agreement of the parties. Notwithstanding the foregoing, YP.Net
may terminate the Agreement at any time commencing after July 31, 2004, provided
that  YP.Net delivers to Switchboard written notice of such termination election
at  least  forty-five  (45)  days  in  advance  of  the  effective  date of such

9.   Neither  party  shall  issue  any  press  release  regarding  the terms and
conditions  of this Amendment or the extension of the Agreement or the terms and
conditions  hereof.

10.  Except as amended herein, the Agreement remains in full force and effect as
originally  written.  In  the  event  of  any  conflict  between  the  terms and
conditions  set  forth  herein and the Agreement, this Amendment shall govern in
all  respects.

     IN  WITNESS  WHEREOF,  Switchboard  and  Company  have  caused  this  First
Amendment  to be executed by their duly authorized representative as of the date
first  set  forth  above.

SWITCHBOARD  INCORPORATED                             YP  CORP.

By:______________________                             By:______________________
Name:____________________                             Name:____________________
Title:___________________                             Title:___________________