Exhibit 10.7
------------
CONFIDENTIAL
FIRST AMENDMENT TO DIRECTORY AND LOCAL ADVERTISING PLATFORM SERVICES AGREEMENT
This First Amendment to the Directory and Local Advertising Platform
Services Agreement (this "First Amendment"), effective as of November 16, 2001
(the "Effective Date"), is made and entered into by and between America Online,
Inc. ("America Online" or "AOL"), a Delaware corporation with its principal
offices at ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Switchboard Incorporated
("SB" and collectively with AOL, the "Parties"), a Delaware corporation, with
its principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Defined terms
that are used but not defined herein shall be as defined in the Directory and
Local Advertising Platform Services Agreement between AOL and SB effective as of
December 11, 2000 (the "Agreement").
WHEREAS, subject to the terms of this First Amendment, the Letter Agreement
dated February 23, 2001, and the Agreement, AOL and SB each desire to allow AOL
to have the right to sell certain flights of "Advertisements" (defined below)
selected by Switchboard in its sole discretion for display on the SB Interactive
Site; and
IT IS THEREFORE AGREED AS FOLLOWS:
1. The Parties hereby agree to amend the definition of "Directory
Advertisements" as follows:
a. Insert the following sentence at the end of the current definition:
"For all purposes under this Agreement, including, but not limited
to, the revenue sharing provisions of Section 18.2, Directory
Advertisements shall include specific flights of Advertisements for
display on an SB Interactive Site to be sold by AOL. The Parties
shall work together to determine the amount and location of the
advertising inventory.
b. Deleting from the third sentence the following language, and
re-lettering the remaining items accordingly:
"(b) standard banner advertisements, sponsorships or other standard
promotional placements or links sold or otherwise provided by AOL or
any AOL Affiliate (provided that such sale or provision shall be
subject to Section 18 hereof)".
2. The Parties hereby agree to add the following definitions in alphabetical
order into Exhibit A:
"Advertisements" Any placement of promotions, advertisements, links,
pointers, sponsorships, content integration or similar services or
rights on pages, screens, and other segments or spaces on Web sites.
"Impressions" A user's exposure to an Advertisement.
3. Switchboard will provide weekly reports reasonably satisfactory to AOL,
specifying the number of impressions to the pages containing the relevant
Advertisements during the prior month.
4. This First Amendment is supplementary to and modifies the Agreement. The
terms of this First Amendment supersede provisions in the Agreement only to
the extent that the terms of this First Amendment and the Agreement
expressly conflict. However, nothing in this First Amendment should be
interpreted as invalidating the Agreement, and provisions of the Agreement
will continue to govern relations between the parties insofar as they do not
expressly conflict with this First Amendment.
5. This First Amendment may be executed in counterparts and by facsimile, each
of which shall be deemed an original and all of which together shall
constitute one and the same document.
IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to
be effective as of the date first written above.
AMERICA ONLINE, INC. SWITCHBOARD INCORPORATED
By: /s/▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------- ----------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------- -------------
Title: VP, Business Affairs and Development Title: President
------------------------------------ ---------
Date: 12/10/01 Date: 12/13/01
-------- --------