FindWhat.com Contracts
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Search Result Agreement - FindWhat.com and Mamma.com
[MAMMA.COM LOGO]
388 St-Jacques West, # 900
Montreal, Quebec
H2Y ISI
(514) 844-2700
SEARCH RESULT AGREEMENT
MARCH 29, 2000
This is to acknowledge that a content integration agreement between Find
What.com ("PARTNER") and Mamma.com ("Mamma.com") entered on December 22,
1999 has been discontinued.
The parties have entered into this agreement with the intent to
distinguish between paid and unpaid search results of the PARTNER, to
better synchronize the count of visits "clickthroughs" of Mamma.com to the
PARTNER's site by both parties, to emphasize the importance of relevancy
of search results provided by the PARTNER and to outline the collaborative
measures between the two parties to ensure end user satisfaction.
THEREFORE the PARTNER and Mamma.com have agreed to the following:
1. Mamma.com will include only PARTNER's paid for listing search
results, "search results", in the "meta search" returns that result
from queries at the http://www.mamma.com service. Under normal
circumstances, and it is the general intent of the parties, that,
where available, at least one of PARTNER's search results will
appear among the top five of all results displayed for at least 50%
of all search queries and, in all events, at least one of PARTNER's
search results will appear on the first page of results, Mamma.com
will include at least two additional such results in the first four
result pages. Mamma.com will clearly label the results provided by
PARTNER as those of FindWhat.com. However, at the initial
introductory stage, until the relevancy of the search results have
been determined by Mamma.com, the PARTNER's search results will be
listed among the second five of all results displayed on the first
page. It is anticipated that the introductory period will not last
more than four weeks.
2. Mamma.com at its sole discration may remove any single search
result of the PARTNER shown on Mamma.com search result pages based
on relevance or poor quality, and will notify the PARTNER to
improve the result.
3. (**REDACTED**)
3. Payment terms: Mamma.com and Partner will electronically monitor
the number of visits and clickthroughs of Mamma.com on a daily
basis and will provide each other of such count. Mamma.com will
issue an invoice at the end of each month to the PARTNER and the
PARTNER will pay Mamma.com within 30 days of receipt of such
invoice.
4. Confidentiality: The terms of the agreement between Mamma.com and
PARTNER are strictly confidential and not to be disclosed without
prior approval by the other party.
5. Announcements: Both parties will mutually approve any announcement
of this agreement
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prior to its release. Approval will cover the content of the
announcement and the timing of its release.
6. TERM: ONE YEAR FROM DATE OF EXECUTION UNLESS TERMINATED IN
ACCORDANCE WITH PARAGRAPH 7 BE1OW.
7. Termination: After an initial minimum term of 6 months, either
party may terminate this agreement with 30 days written notice. If
terminated in the middle of a month, payments will be pro-rated for
the final month. MAMMA.COM RESERVES THE RIGHT TO TERMINATE THIS
AGREEMENT AT ANY TIME AT ITS SOLE DISCRETION IF IT REASONABLY DEEMS
THAT THE SEARCH RESULTS PROVIDED BY THE PARTNER ARE UNACCEPTABLE
WITH REGARDS TO THEIR RELEVANCE AND QUALITY. PARTNER RESERVES THE
RIGHT TO TERMINATE THIS AGREEMENT AT ANY TIME IN ITS SOLE
DISCRETION IF IT REASONABLY DEEMS THAT THE CONTENT AND/OR QUALITY
OF THE MAMMA.COM HAS CHANGED IN AN UNFAVORABLE MANNER.
8. Logos/Trademarks: PARTNER hereby grants Mamma.com a license to use
PARTNER's trademark "FINDWHAT.COM" and associated logo (to be
supplied by PARTNER) on the Mamma.com service solely as described
herein.
9. Indemnification: Mamma.com agrees to indemnify, defend and hold
PARTNER, its successors, officers, directors and employees harmless
from any and all actions, causes of action, claims, demands, costs,
liabilities, expenses (including reasonable attorneys' fees) and
damages arising out of or in connection with any claim relating to
the Mamma.com Service. PARTNER agrees to indemnify, defend and hold
Mamma.com, its successors, officers, directors and employees
harmless from any and all actions, causes of action, claims,
demands, costs, liabilities, expenses (including reasonable
attorneys' fees) and damages arising out of or in connection with
any claim relating to FindWhat.com.
10. Exclusivity: This agreement is non-exclusive.
11. Content ownership and license: Each party will retain all right,
title and interest in all content and intellectual property in its
service.
12. Mutual no solicitation: The parties agree not to solicit each
others employees unless mutually agree. This will be for the term
of this agreement and for a period of 12 months after.
13. Notices, etc: Any notice required or permitted by this Agreement
shall be deemed given if delivered by registered mail, postage
prepaid, addressed to the other party at the address shown at the
beginning of this Agreement or at such other address for which such
party gives notice hereunder. Delivery shall he deemed effective
three (3) days after deposit with postal authorities.
14. Severability: If any provision of this Agreement shall be held by a
court of competent jurisdiction to be contrary to law, such
provision shall be changed and interpreted so as to best accomplish
the objectives of the original provision to the fullest extent
allowed by law and the remaining provisions of this Agreement shall
remain in full force and effect.
15. Complete Understanding: This Agreement, including all Exhibits
attached hereto and hereby incorporated by reference, constitutes
the final, complete and exclusive agreement between the parties
with respect to the subject matter hereof, and supersedes and/or
replaces any prior or contemporaneous agreement, either written or
oral.
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16. Force Majeure: Except with respect to obligations to make payments
hereunder, neither party shall be deemed in default hereunder, nor
shall it hold the other party responsible for, any cessation,
interruption or delay in the performance of its obligations
hereunder due to causes beyond its reasonable control including,
but not limited to: earthquake, flood, fire, storm or other natural
disaster, act of God, labor controversy or threat thereof, civil
disturbance or commotion, disruption of the public markets, war or
armed conflict or the inability to obtain sufficient material,
supplies, labor, transportation, power or other essential commodity
or service required in the conduct of its business, including
internet access, or any change in or the adoption of any law,
ordinance, rule, regulation, order, judgment or decree.
17. Independent Contractors. The parties are independent contractors.
This Agreement shall not be construed to create a joint venture or
partnership between the parties. Neither party shall be deemed to
be an employee, agent, partner or legal representative of the other
for any purpose and neither shall have any right, power or
authority to create any obligation or responsibility on behalf of
the other.
18. Mamma.com may not alter the display of FindWhat.com search results
in any manner. Mamma.com shall not save or cache any search results
provided by FindWhat.com but shall merely display to its Website
visitors the search results provided by the link to FindWhat.com.
Agreed and Accepted:
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<S> <C>
MAMMA.COM: /s/ Simon Aznavour FINDWHAT.COM: /s/ Robert B. Brahms
Name: Simon Aznavour Name: Robert D. Brahms
Its: COO Its: CEO
Date: 4/3/00 Date: 43/00
</TABLE>