FIFTH AMENDMENT TO SEARCH SERVICES AGREEMENT

Contract Categories: Business Operations - Services Agreements
EX-10.4 5 dex104.htm EXHIBIT 10.4 Exhibit 10.4

Exhibit 10.4

Execution Copy

FIFTH AMENDMENT TO SEARCH SERVICES AGREEMENT

This Fifth Amendment to Search Services Agreement (“Fifth Amendment”) is entered into by and between AOL Inc. (successor-in-interest to AOL LLC), a Delaware corporation, with its principal place of business at 770 Broadway, New York, NY 10003 (“AOL”), and Time Inc. (“TI”), a Delaware corporation with offices at 1271 Avenue of the Americas, New York, New York 10020, effective as of March 31, 2010 (the “Fifth Amendment Effective Date”).

INTRODUCTION

The Parties hereto wish to amend the Search Services Agreement entered into by and between the AOL and TI on August 23, 2007, as amended by the First Amendment dated as of March 10, 2009, Second Amendment dated as of December 17, 2009, the Third Amendment dated as of January 31, 2010, and the Fourth Amendment dated as of February 28, 2010 (collectively, the “Existing Agreement”). Together, the Existing Agreement and this Fifth Amendment shall be referred to collectively as the “Agreement”. Capitalized terms not defined in this Fifth Amendment shall have the meanings set forth in the Existing Agreement.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend the Existing Agreement as follows:

 

1. Term. Section 6.1 (titled, “Term”) of the Existing Agreement is hereby deleted in its entirety and replaced with the following:

“This Agreement will commence on the Effective Date and shall expire at 11:59 p.m. (EST) on April 30, 2010, unless terminated earlier as provided for in this Agreement (the “Term”). TI may terminate this Agreement by providing written notice to AOL at least three (3) business days in advance of the desired effective early termination date, which written notice may be in the form of email to the following AOL employees: (i) Steve Quan, VP Business Development at ***@***, and (ii) Francis Lobo, VP AOL Search at ***@***.”

 

2. Order of Precedence; Entire Agreement. Except as expressly modified by this Fifth Amendment, all terms and conditions, and provisions of the Existing Agreement shall continue in full force and effect. In the event of conflict between the terms and conditions of the Existing Agreement and the terms and conditions of this Fifth Amendment, the terms and conditions of this Fifth Amendment will control. The Existing Agreement, together with any exhibits, and schedules attached thereto and referenced therein, all as modified by this Fifth Amendment, constitutes the entire and exclusive agreement between the Parties with respect to the subject matter thereof.

 

3. Counterparts; Facsimile. This Fifth Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Fifth Amendment may be executed by signatures transmitted by facsimile.

IN WITNESS WHEREOF, the Parties have caused this Fifth Amendment to Search Services Agreement to be signed by their duly authorized representatives and delivered as of the dates set forth below.

 

AOL INC.

     TIME INC.
By:  

/s/ Steven Quan

     By:  

/s/ Kavata Mbondo

Name:   Steven Quan     Name:   Kavata Mbondo
Title:   VP, Business Development     Title:   Dir., Inventory Analytics & Bus. Dev.
Date:   3/30/10     Date:   3/30/2010

 

Confidential