Common use of Additional Delivery Clause in Contracts

Additional Delivery. Within ninety (90) days of the Effective Date and without limiting any other of LookSmart's obligations under this Agreement, LookSmart agrees to add an additional [**] unique published URL links with all appropriate associated content, commentary, taxonomy and documentation (the "Additional Links") to the Licensed Database. (For purposes of this Section 2.2, "published/ing" means available to users of the LookSmart Primary Web Site.) Such Additional Links: (a) shall be on topics and in amounts specifically directed by Microsoft in its sole discretion as further set forth in Exhibit D attached hereto and incorporated herein by this reference (the Additional Links Specifications), provided that Microsoft shall have the right in its sole discretion to provide to LookSmart within one (1) business day of the Effective Date, with ongoing updates through the tenth (10th) business day following the Effective Date, a list of sub-topics and sub-amounts as determined by Microsoft in its sole discretion of the topics and amounts set forth in Exhibit D, for LookSmart's use in meeting its obligations hereunder; (b) shall be added to the Licensed Database according to the schedule attached hereto as Exhibit E attached hereto and incorporated herein by this reference (the Additional Links Delivery Schedule) and according to the priority designations appearing in Exhibit D; and (c) shall in all ways meet quality standards determined by Microsoft in its sole discretion. LookSmart's addition of the Additional Links to the Licensed Database will be the top priority for LookSmart's editorial team and the engineering group required to support them (including, without limitation, any other work not covered by this Agreement), provided that nothing herein shall limit LookSmart's obligations under this Agreement. Microsoft shall have the right to reject any Additional Link or any part of it if Microsoft in its good faith sole discretion determines that such Additional Link or part thereof does not meet the Microsoft quality standards as required by sub-Section (c) above, provided that if any Additional Link or part of it is not rejected within forty-five (45) days of the delivery of the Additional Link, then such Additional Link is deemed accepted. In the event Microsoft rejects within the forty-five (45) day period any given Additional Link or part thereof, LookSmart shall, at Microsoft's option and direction, (i) replace within thirty (30) days from the date of rejection by Microsoft the Additional Link with a substitute Additional Link on the same topic, which replacement Additional Link shall be acceptable to Microsoft in its sole discretion in accordance with subsection (c) above; (ii) revise within thirty (30) days from the date of rejection by Microsoft, to Microsoft's satisfaction, the text, description, content or commentary accompanying such Additional Link; (iii) replace within thirty (30) days from the date of rejection by Microsoft the Additional Link with a substitute Additional Link on a new topic specified by Microsoft which such Additional Link shall be subject to Microsoft's acceptance as set forth above; or (iv) remove the URL link entirely from the Database within thirty (30) days from the date of rejection by Microsoft and not get paid for that URL link. For the avoidance of doubt rejection by Microsoft of any Additional Link in its entirety under sub-Sections (i), (iii) or (iv) above shall result in such URL link's removal from the Database delivered to Microsoft, but shall not require LookSmart to cease publishing the URL link on its web sites or in any other form. Furthermore, if Microsoft rejects any Additional Link in its entirety under sub-Sections (i), (iii) or (iv) above, Microsoft may not in the future request that LookSmart add such rejected Additional Link to the Database, provided that nothing shall prevent Microsoft from adding such rejected Additional Link to the Database itself as permitted under Section 4 of this Agreement.