America Online 2009 Annual Report Download - page 178

Execution Copy
November 2009, including any and all payment owed by Google arising from Interim Properties and www.TMZ.com under the Agreement, provided that the
duration of payment to Interim Properties and www.TMZ.com shall be subject to Section C.4 and Section D below, respectively.
C. CNN and TII.
1. The Parties acknowledge a proposed Spin-Off of AOL from its parent corporation Time Warner Inc. under which AOL will become an independent,
publicly-traded company. In accordance with the Agreement, each entity that is an Affiliate of AOL under the Agreement as a result of Time Warner Inc.'s
ownership and/or control of AOL ("AOL Affiliates Through Time Warner") shall cease to be an Affiliate of AOL under the Agreement (including, without
limitation, CNN and TII) as of the Spin-Off Date. Accordingly, all AOL Affiliates through Time Warner shall be removed from the Agreement and shall
cease to receive Google Sponsored Advertising Service and/or the Content Targeted Advertising Service, as applicable, as of the Spin-Off Date.
Notwithstanding the foregoing and anything else contrary in the Existing Agreement and solely in light of the Spin-Off, Google hereby agrees to permit
Interim Properties to remain a part of the Agreement until the end of the Interim Period and therefore, continue to receive Google Sponsored Advertising
Service through AOL during the Interim Period, subject to the terms and conditions of the Agreement. Google shall not be responsible, or held liable, for not
providing the Google Sponsored Advertising Service to Interim Properties as of the end of the Interim Period. For the sake of clarity, the Content Targeted
Advertising Service to the extent such service is provided on Interim Properties under the Agreement, if any, shall terminate as of the Spin-Off Date.
2. Notice of Spin-Off. AOL shall notify Google (including notification via email to the partner manager at Google) of the Spin-Off Date prior to, or
immediately after (but no later than within eight (8) hours of) the occurrence of, the Spin-Off.
3. AOL hereby agrees that:
(a) Interim Properties, CNN and TII shall not acquire any rights in any intellectual property rights of Google (including, but not limited to,
Google Marks and Google Sponsored Advertising Service); and
(b) AOL shall be solely responsible and liable for: (i) the access to and the use of the Google Sponsored Advertising Service (including, but not
limited to, Google Advertising Results) by each Interim Property, CNN and/or TII and (ii) any and all access, use, acts or omissions of CNN and/or TII in
connection with Interim Properties to the same extent as if AOL itself had engaged in such access, use, acts or omissions.
[****]
5. Representations and Warranties. AOL represents and warrants to Google that (i) AOL has entered into a written agreement with CNN and TII,
respectively, pursuant to which Google Sponsored Advertising Service and Google Advertising Results are provided on Interim Properties by AOL; (ii) AOL
has and will maintain throughout the Interim Period all rights, authorizations and licenses that are required with respect to Interim Properties to provide the
Google Sponsored Advertising Service and Google Advertising Results on Interim Properties; (iii) CNN and TII have executed written agreements with AOL,
respectively, which designates AOL (not CNN and/or TII) as the party that will receive from Google any and all payments arising from Google Sponsored
Advertising Service on Interim Properties, including during the Interim Period; and (iv) AOL has and will maintain full control over the implementation of the
Google Sponsored Advertising Service and the display of Google Advertising Results on Interim Properties and AOL will not disclose, and will block access
to, Confidential Information of Google to CNN and TII, unless otherwise agreed to by Google.
GOOGLE & AOL CONFIDENTIAL 3 23rd Amendment Draft 12.08.09 v2