America Online 2010 Annual Report Download - page 251

EXECUTION COPY
Ad Formats AOL is interested in implementing. AOL will not request more Available Ad Formats than is reasonable for AOL to
implement and Google to provide each calendar quarter.
16.7 Additional Ad Format Terms.
(a) Within [****] ([****]) Business Days after the date AOL advises Google of its interest in an Additional Ad Format, Google will provide
AOL technical documentation and specifications for the selected Additional Ad Format(s) (and such other information as may be
reasonably requested by AOL) and any Additional Ad Format Terms. Google agrees that the proposed Additional Ad Format Terms:
(i) will be [****] Additional Ad Format, (ii) will be [****] to protect Google's legitimate interests in relation to that Additional Ad
Format or to [****] to provide the Additional Ad Format; and (iii) will [****] to be borne [****] at a pass-through rate.
(b) In the event AOL believes the Additional Ad Format Terms proposed by Google do not meet the requirements of this Section 16.7, then
the Parties agree to meet and use their respective commercially reasonable efforts to define and mutually agree upon Additional Ad
Format Terms that comply with such requirements.
(c) In the event of a conflict between Additional Ad Format Terms accepted by AOL and the other terms of this Agreement, the Additional
Ad Format Terms shall govern solely with respect to the relevant Additional Ad Format.
16.8 Provision of Selected Ad Formats. Except as expressly set forth below, (a) Google will provide and AOL will implement the Available
Ad Formats (excluding [****] Ad Formats) selected by AOL within [****] of AOL's election to implement; and (b) Google will provide
and AOL will implement the [****] Ad Formats selected by AOL within [****] of AOL's election to implement; provided that the
applicable time periods shall be extended due to delays attributable to AOL. If it is commercially unreasonable, applying applicable
industry standards, for Google to develop or AOL to implement an Available Ad Format within the applicable time period described in
this Section 16.8 then the Parties will meet and agree upon a reasonable extension.
16.9 [****] Implementation Period. AOL will implement each Available Ad Format launched by AOL for a period of [****] ([****])
[****] from the date of commercial launch by AOL, unless otherwise agreed by the Parties.
16.10 Use Rights of Available Ad Formats. AOL agrees that it may use the Available Ad Formats only on the Covered Properties.
16.11 Cessation.
(a) Google will not cease providing any Ad Formats made available pursuant to this Thirtieth Amendment except on the following grounds
(each referred to as a "Ground for Cessation"):
i. There is a [****] the Ad Format because of: (x) [****] directly relating to Google's provision of the Ad Format to AOL, (y) [****]
arising directly from Google's provision of the Ad Format to AOL, or (z) [****] for Google directly related to Google's provision
of the Ad Format to AOL, if Google reasonably believes monetary indemnification would not adequately make Google whole for
the risk; or
ii. Google has ceased using the Ad Format on www.google.com.
(b) As soon as reasonably practicable, Google will promptly notify AOL in writing of Google's intent to cease providing an Ad Format,
specifying all applicable Grounds for Cessation.
(c) Before AOL [****] to Google for an Ad Format ("Ad Format [****]"), the Parties will agree in good faith upon (1) [****] except under
Section 16.11(a)(i), and (2) an [****] for the [****] in the event that Google ceases providing the Ad Format under Section 16.11(a)(i).
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Google Confidential [Legal Department MC/CW Google]