Strategic Alliance and Master Services Agreement

CONFIDENTIAL MATERIALS OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE

COMMISSION. ASTERISKS DENOTE OMISSION



STRATEGIC ALLIANCE AND MASTER SERVICES AGREEMENT



BY AND BETWEEN



AKAMAI TECHNOLOGIES, INC.

201 BROADWAY

CAMBRIDGE, MASSACHUSETTS, U.S.A. 02139

PHONE: 617-250-3000

FAX: 617-250-3001



("AKAMAI")





APPLE COMPUTER, INC.

1 INFINITE LOOP

CUPERTINO, CALIFORNIA, U.S.A. 95014

PHONE: (408) 996-1010

FAX: (408) 974-8530



("APPLE")





Akamai/Apple Proprietary and Confidential





APPLE CONTACT AKAMAI CONTACT

Name: Eddy Cue Name: Paul Sagan

Title: Director of Internet Services Title: President and Chief Operating Officer

Phone: (408) 974-3484 Phone: (617) 250-3006

Fax: Fax: (617) 250-3001

Email: cue@apple.com Email: paul@akamai.com



APPLE CONTACT FOR NOTICES AKAMAI CONTACT FOR NOTICES

Name: Nancy Heinen, Esq. Name: Controller,

Title: General Counsel Akamai Technologies, Inc.

Address: 1 Infinite Loop, Cupertino, Address: 201 Broadway, Cambridge,

California, U.S.A. 95014 Massachusetts, U.S.A. 02139

Phone: (408) 974-5013 Phone: (617) 250-3000

Fax: (408) 974-8530 Fax: (617) 250-3001





Akamai/Apple Proprietary and Confidential



STRATEGIC ALLIANCE AND MASTER SERVICES AGREEMENT



This STRATEGIC ALLIANCE AND MASTER SERVICES AGREEMENT, consisting of the terms and conditions set forth below and the attached schedules, each of which is incorporated into and made a part hereof by this reference (the "Agreement"), is entered into by and between AKAMAI TECHNOLOGIES, INC., a Delaware corporation ("Akamai"), having its principal place of business as set forth on the cover page of this Agreement, and APPLE COMPUTER, INC., a California corporation ("Apple"), having its principal place of business as set forth on the cover page of this Agreement, effective as of April 1, 1999 (the "Effective Date").





Akamai has developed proprietary technology to efficiently deliver content over the Internet, and is in the business of providing services including the distribution of such content. To support such services, Akamai has deployed a worldwide network dedicated to web content distribution.



Apple owns and distributes QuickTime technology, which includes software and a format that facilitates the distribution of audio, video, sound, music, 3D, virtual reality and other multimedia content, including streaming media, over the Internet and other computer networks (today known as QuickTime 4 and with any later versions or releases, "QuickTime"). Part of Apple's QuickTime technology consists of software for playback of content in the QuickTime format (currently and with any later versions or releases, "QuickTime Player"). Apple is in the process of developing and deploying a service currently offered under the name "QuickTime TV" intended principally for transmitting over the Internet through computer networks owned or operated by or for Apple live streams of multimedia content in QuickTime format (today and as may be later renamed "QT-TV").



Akamai and Apple desire to enter into this Agreement whereby Apple and Akamai will work together to optimize the Akamai Network (as defined below) to make publicly available streaming media content in the QuickTime format over QT-TV and otherwise as provided in this Agreement to ensure that the optimal server will be chosen to deliver the best performance to customers/users of QT-TV and Apple Content. Akamai will provide to Apple certain web content distribution and network communications services to facilitate the deployment of QT-TV and the serving of streaming media content in the QuickTime format, all on the terms and subject to the conditions set forth below.



NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and



Akamai/Apple Proprietary and Confidential



- 3 - sufficiency of which are hereby acknowledged, Akamai and Apple agree as follows:



1. AKAMAI SERVICES AND OBLIGATIONS.



1.1 FREEFLOW SERVICES. Pursuant to the terms and subject to the conditions of this Agreement, Akamai shall provide to Apple during the Term (as defined in Section 10.1), the services ordered by Apple as set forth on the attached SCHEDULE A: FREEFLOW(sm) ORDER FORM, in accordance with the description thereof in the attached SCHEDULE B, FREEFLOW SERVICE SCHEDULE (the "FreeFlow Services") for use in connection with deployment of QT-TV and in support of the distribution of other Apple Content (as defined in Section 2.1) over the Internet.



1.2 EXCLUSIVITY.



1.2.1 TERM. During the period commencing on the later of (a) August 1, 1999;

or (b) 60 days after completion of the Linux Port under Section 3.3;

and ending on April 1, 2001, unless earlier terminated in accordance

with this Agreement (the "Exclusivity Period"), Apple shall not

purchase from any third party services equivalent to the FreeFlow

Services for use by Apple to distribute Apple Content promoted as QT-TV

("QT-TV Content"), where distribution is provided by Apple, but such

restriction shall not apply to the purchase by QT-TV Content Providers

of third party services (whether equivalent to the FreeFlow Services or

not) for the distribution of QT-TV Content, where distribution is by a

party other than Apple.





1.2.2 CONDITIONS. The Exclusivity Period will continue only until any of the

following conditions occur:



(i) Akamai is in default of any of its obligations under the Agreement, and

such default has not been cured within the cure period set forth in

Section 10.2 hereof.



(ii) Any event allowing termination by Apple under Section 10 occurs.



(iii) A notice of intent to cease offering the FreeFlow Services has been

given by Akamai under Section 10.4.



(iv) Akamai undergoes a Change of Control. For purposes of this Agreement, a

"Change of Control" means any transaction (or series of related

transactions) that would occasion: (a) Akamai's sale or lease of all or

substantially all of its assets to another unaffiliated entity; or (b)

any merger or consolidation resulting in the exchange of the

outstanding shares of Akamai for securities or consideration



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issued, or caused to be issued, by the acquiring corporation or its

subsidiary, unless the stockholders of Akamai as of the date prior to

the closing date of such transaction (or series of related

transactions) hold at least 50% of the voting power of the surviving

corporation in such a transaction.



(v) Akamai does not meet service levels (as described in Section 1.3 and

SCHEDULE C) whereby Outages are greater than [**] in duration for [**].



If an event described in Section 1.2.2 occurs, the provisions

of this Section 1.2 will immediately cease in effect and Apple

may purchase from third parties services similar to the

FreeFlow Services.



1.2.3 TERMINATION OF EXCLUSIVITY. Upon a Change of Control to [**], or any

successor in interest to the assets or business of [**], as applicable,

all minimum usage commitments by Apple under Section 7.3 end with the

termination of exclusivity. Upon a Change of Control to any other

entity, exclusivity under Section 1.2 shall terminate but Apple's

minimum usage commitment under Section 7.3 shall continue if assignment

of this Agreement to such entity is approved by Apple under Section

14.3.



1.2.4 SCALABILITY: If at any time Akamai fails to provide all of the FreeFlow

Services used or requested by Apple in accordance with Section 1.3,

1.4, 1.5 or 1.6 hereof and such failure is not rectified within 24

hours, Apple may purchase services from a third party, without any

penalty or breach of this Section 1.2 for the duration of the failure,

and Apple may credit any amounts so paid to its minimum commitment

under Section 7.3. Once Akamai is able to continue providing the

required FreeFlow Services, then the exclusivity period resumes but is

not extended beyond the exclusivity period set forth in Section 1.2.1.

These rights are available to Apple in addition to and independent of

the right to terminate exclusivity as set forth in Section 1.2.2. In

the event of an unexpected surge in demand, and Akamai is unable to

provide the necessary FreeFlow Services to meet said demand, Apple

shall have the right to obtain additional network services from a third

party for the duration of the event causing the surge in demand. The

amounts paid to Apple to accommodate the surge in demand may not be

credited toward Apple's minimum usage commitments under Section 7.3. If

at any time Akamai fails to provide any portion of the FreeFlow

Services requested by Apple in accordance with the performance criteria

described in Section 1.6, Apple may contract with other parties for

services similar to the FreeFlow Services to supply service that Akamai

does not



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- 5 - provide, without any penalty or breach of this Section 1.2.



1.3 NETWORK AVAILABILITY AND OPERATIONS. Akamai shall provide, maintain and operate, at its own cost, on a twenty-four hours per day, seven days per week, 365 days per year basis, a geographically distributed network of proprietary web servers (the "Akamai Network"), all network software and peripherals, and all Internet connectivity in support of QT-TV and Apple Content (as defined below), as required to provide the FreeFlow Services in accordance with this Agreement. Outages, service interruptions, uptime and other performance metrics will be governed by the service level commitments and credits terms in SCHEDULE C: SERVICE LEVEL COMMITMENTS AND CREDITS. Akamai shall staff its Network Operating Center ("NOC") twenty-four hours per day, seven days per week, 365 days per year with at least that number of appropriately trained employees sufficient to adequately perform its services under this Agreement.



1.4 ACCESS TO AKAMAI NETWORK; UPDATES; INSTALLATION AND TRAINING. On or before the Effective Date, Akamai shall deliver to Apple one copy of the Akamai Software (as defined in Section 4.1), and the related Documentation (as defined in Section 4.1) together with all user IDs and passwords as necessary for Apple to access the Akamai Network and utilize the FreeFlow Services. In addition, Akamai shall provide to Apple during the Term and for no additional consideration, maintenance for the Akamai Software and deliver to Apply one copy of any update, new version, upgrade or other revision of the Akamai Software (along with related Documentation) that Akamai makes available to customers during the Term. Akamai shall, at no additional cost to Apple, (a) install the Akamai Software on a machine designated by Apple, and (b) provide qualified Apple personnel a reasonable amount of training in the use of the Akamai Software and the FreeFlow Services.



1.5 NETWORK SECURITY. Akamai shall keep in place and in operation at all times network security as specified in SCHEDULE D: NETWORK SECURITY PROTOCOLS to monitor and protect against unauthorized access to Apple Content (as defined in Section 2.1) while on, within or passing through the Akamai Network. Apple acknowledges, however, that the portion of the Akamai Network through which Apple Content will pass and the web servers on which Apple Content will be stored will not be segregated or in a separate physical location from web servers on which Akamai's other customers' content is or will be transmitted or stored. Akamai will notify Apple immediately in the event of any breach of network security that affects or may affect Apple Content and describe the steps Akamai is taking to correct and prevent a similar situation from occurring again.



1.6 NETWORK CAPACITY. Akamai shall maintain at all times during the Term adequate capacity on the Akamai Network as necessary to meet Apple's minimum estimated network usage as described in Section 7.3, as well as the anticipated network usage by



Akamai/Apple Proprietary and Confidential



- 6 - other Akamai customers. Akamai shall use reasonable efforts to deploy Akamai servers on network backbones most critical to Apple (such as, and by way of illustration only, Earthlink), subject to Apple making reasonable efforts to assist Akamai to obtain access to such backbones on commercially reasonable terms and conditions. Subject to Apple's performance of its obligations under Section 2 below, Akamai shall, at the time of the "soft launch" of QT-TV by Apple (on or about July 1, 1999), cause the Akamai Network to have the capacity to serve a minimum of 10,000 concurrent users at an average rate of 50 Kb/second on a continuous basis, and within ninety (90) days after the soft launch date (anticipated to be on or about October 1, 1999), cause the Akamai Network to have the capacity to support a minimum of 60,000 concurrent users at an average rate of 50 Kb/second on a continuous basis. The Akamai Network will remain geographically distributed, and Akamai shall provide to Apple a listing of the locations of the Akamai Network servers, which listing shall be updated monthly. Akamai shall also promptly notify Apple in the event of a loss or elimination of any major network connection or material Akamai Network server point of presence. Without limiting the above, to support Apple's worldwide customers, on or before October 1, 1999 Akamal will locate Akamai Network servers in the United States, Canada, Japan, Australia, United Kingdom, France and Germany.



1.7 ADDITIONAL SERVICES. Akamai shall provide Apple with such installation, support, training or other additional services relating to distributing media content over the Internet as may be requested by Apple from time to time during the Term and set forth in a separate schedule or addendum agreed to and executed by both parties.



2. APPLE RESPONSIBILITIES AND OBLIGATIONS.



2.1 APPLE CONTENT. As between the parties, Apple will be solely responsible for the creation, renewal, updating, deletion, editorial content, control and all other aspects of any files, software, scripts, multimedia images, graphics, audio, video, text, or other objects or source data created by Apple or originating or transmitted from any web site owned or operated by Apple and routed to, passed through and/or stored on or within the Akamai Network or otherwise transmitted or routed using the Free Flow Services ("Apple Content") provided that Apple shall not be responsible for or have any obligation to Akamai for alterations, deletions or changes to Apple Content that result from unauthorized access to such content through breaches of Akamai's network security.



2.2 TAGGING OF APPLE CONTENT. Apple will be responsible for utilizing the RENAME(sm) module of the Akamai Software to tag/rename the uniform resource locator ("URL") of the Apple Content to route such Apple Content to the Akamai Network. In the event Apple has actual knowledge that any Apple Content infringes the intellectual property or other rights of a third party or violates any applicable laws or regulations (including, without



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limitation, laws and regulations relating to indecency or obscenity), Apple shall use commercially reasonable efforts to remove such Apple Content from Apple's origin server and/or remove the RENAME(sm) URL/tag from such Apple Content so that it will not be routed to and not pass through the Akamai Network.



2.3 MAINTAIN QT-TV AND APPLE CONTENT. As between the parties, Apple will be solely responsible for maintaining the availability of QT-TV, any web site(s) that serve Apple Content, the connectivity of QT-TV and such web site(s) to the Internet, the hosting of all Apple Content on Apple's computer servers, as well as all IP addresses, domain names and other elements that Apple deems necessary to operate and maintain QT-TV and to serve Apple Content.



3. ADDITIONAL AGREEMENTS OF THE PARTIES.



3.1 MONITORING TOOLS FOR QT-TV. At no additional charge to Apple, Akamai agrees to provide a reasonable amount of engineering assistance to Apple to assist in Apple's development of software tools and applications to monitor the performance of QT-TV and to enable Apple to develop [**] for Apple Content source suppliers and providers to QT-TV.



3.2 ENHANCEMENTS TO AKAMAI NETWORK'S ABILITY TO SERVE QUICKTIME. The parties agree to cooperate to monitor and enhance the performance of QuickTime on the Akamai Network as follows:



3.2.1 Akamai shall provide to Apple, subject to the restrictions and

limitations set forth herein and in Section 4 below, at no additional

cost to Apple, certain Akamai proprietary computer software source code

which will provide network status and performance information helpful

to maximize the Akamai Network's ability to serve QuickTime content

("Akamai Embedded Software"). Apple agrees to evaluate the Akamai

Embedded Software within thirty (30) days after delivery of source code

and related documentation for possible inclusion of the Akamai Embedded

Software into the QuickTime Player, in order to determine whether

incorporating such code (i) provides meaningful measurements of network

status and performance information relative to the ability of the

Akamai Network to serve QuickTime content, and (ii) does not adversely

affect QuickTime, the QuickTime Player or the operating system(s) or

hardware on which QuickTime is operating. In the event Apple elects in

its sole discretion not to include the Akamai Embedded Software in the

QuickTime Player, it will notify Akamai of its reasons for excluding



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the Akamai Embedded Software and provide Akamai an opportunity to

correct any deficiencies or problems identified by Apple in the Akamai

Embedded Software. In the event Apple elects in its sole discretion to

include the Akamai Embedded Software in the QuickTime Player, Akamai

hereby grants to Apple the perpetual, irrevocable royalty-free,

non-exclusive license to embed such proprietary source code in all

versions of QuickTime Player, to prepare derivative works of such

source code, and to distribute, sublicense through multiple tiers and

to publicly perform and display such code in object code format, and

any derivative works thereof created by Apple under this Section 3.2.1,

as part of the QuickTime Player. Apple will notify Akamai of, and

provide Akamai an opportunity to make available changes or

modifications required in the Akamai Embedded Software. All Akamai

proprietary source code disclosed to Apple shall be considered

"Confidential Information" as defined in Section 9 below.



3.2.2 Apple hereby grants to Akamai, at no cost but subject to the terms and

conditions of this Agreement, a non-transferable, non-exclusive license

during the Term to use: (a) portions of the source code for Apple's

QuickTime Streaming Server Software ("QuickTime Streaming Server

Software Source Code"), in accordance with the terms of Apple's Public

Source Code license for such software currently available at URL :

http://www.publicsource.apple.com/apsl, unless otherwise specified in

this Agreement; and (b) such portions of the [**] for the[**] deems

necessary ("[**]"); each solely for the purpose of enhancing and

optimizing the Akamai Network's ability to serve QT-TV and Apple

Content. All [**] disclosed to Akamai by Apple shall be considered

"Confidential Information" of Apple as defined in Section 9 below, and

without limiting Section 9, Akamai shall not, for itself or any

affiliate of Akamai or any third party, (i) disclose the [**] to any

third party, (ii) alter or duplicate any aspect of the [**], except as

expressly permitted under this Agreement or remove any proprietary

markings or notices thereon or therein, (iii) assign, transfer,

distribute, or otherwise provide access to the [**] to any third party,

or (iv) copy, sell, license, assign or transfer the [**]. In the event

Akamai undergoes a Change of Control (as defined in Section 1.2.2(v)),

Akamai shall immediately return to Apple, or at Apple's option destroy,

all copies of the [**] in Akamai's possession.



3.3 PORTING OF QUICKTIME TO LINUX. Each party shall use commercially reasonable efforts and provide sufficient resources, at its own expense, to port QuickTime Streaming Server Software to operate on a Linux operating system as specified by Akamai within the Akamai Network (the results thereof, the "Linux Port"). Each party agrees to require that all employees and independent contractors participating in this endeavor sign or



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otherwise have in effect such confidentiality and ownership/invention assignment agreements as may be reasonably required by either party. Such port will be deemed complete only when the parties have had an opportunity to perform appropriate acceptance testing and have reasonably determined that the Linux Port is complete.



3.4 PAY-PER-VIEW SUPPORT; OTHER APPLICATIONS. It is understood and acknowledged that QT-TV currently does not support pay-per-view functionality ("PPV"). The parties shall, as may be mutually agreed from time to time, explore the possibility of PPV development at a later date. Any such development will be pursuant to a separate written agreement.



3.5 USAGE FORECASTS. The parties agree to discuss on a periodic basis (no less often than quarterly) the forecast of the advisable Akamai Network capacity and anticipated overall usage of Akamai resources by Apple.



3.6 OPTION TO PURCHASE EQUITY IN QT-TV. The following provisions will apply only after completion of the Linux Port as contemplated under Section 3.3 above.



3.6.1 In the event that, during the Term: (x) [**] transfers the [**] to an

entity ("Entity") that has outstanding capital stock or its equivalent

("Capital Stock") (including any securities convertible into or

exchangeable for capital stock or its equivalent) held by any person or

entity (a "Third Party") other than (i) [**], (ii) a person or entity

that was an affiliate of [**] prior to such transaction or (iii) an

employee of [**] or any such affiliate or, prior to any initial public

offering of securities in such Entity, [**] or any of its affiliates

subsequently transfers for consideration to any Third Party any shares

of Capital Stock of such Entity (each, a "Qualifying Transfer"); or (y)

any Entity to which [**] has previously transferred the [**]

subsequently issues for consideration Capital Stock (including any

securities convertible into or exchangeable for capital stock or its

equivalent, "New Securities") (a "Qualifying Issuance"), provided there

is no outstanding uncured breach of [**] obligations hereunder at the

time [**] proposes to engage in a Qualifying Transfer or Qualifying

Issuance, [**] (or any subsidiary of [**] shall have, in connection

with the first such Qualifying Transfer or Qualifying Issuance, the

nontransferable right and option (the "Prior Right"), exercisable in

[**] sole discretion, to purchase [**] of the outstanding Capital

Stock, on a fully diluted basis assuming full exercise of all

outstanding securities which are convertible into or exchangeable for

Capital Stock (including any New Securities issued in connection with

such Qualifying Issuance), of such Entity, for a [**] of Capital Stock

equal to [**] in such Qualifying



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Transfer or Qualifying Issuance; provided, that the Prior Right shall

not apply to (1) any initial public offering of Capital Stock of the

Entity by the Entity, [**] or any other person controlling the Entity

or (2) any transaction in which [**] nor any such affiliate retains any

continuing equity interest in the Entity ...