Strategic Alliance and Master Services Agreement

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.







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")



APPLE CONTACT AKAMAI CONTACT

Name: [**] Name: Paul Sagan

Title: [**] Title: President and

Chief Operating Officer

Phone: [**] Phone: (617) 250-3006

Fax: Fax: (617) 250-3001

Email: [**] 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 attac hed 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").





Akam ai 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 streami ng 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 o wned 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 A kamai 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 customer s /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.





Akamai/Apple Proprietary and Confidential



Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.





NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and 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 fo rth 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 distri bution 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)[**]; or (b)[**];

and ending on [**], unless earlier terminated in accordance with this

Agreement (the "Exclusivity Period"), [**] shall not [**] to the [**]

for use by [**] as QT-TV ("QT-TV Content"), where [**] provided by [**]

but such restriction shall not apply to the [**] (whether [**] or not)

for the [**] where [**] is by a [**].



1.2.2 CONDITIONS. The Exclusivity Period will continue [**]



(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 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



Akamai/Apple Proprietary and Confidential





Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.





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 [**] 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 [**]



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,

[**] with the termination of exclusivity. Upon a Change of Control [**]

exclusivity under Section 1.2 shall terminate [**] if assignment of

this Agreement to such entity is approved by Apple under Section 14.3.



1.2.4 SCALABILITY: If at any time [**] the FreeFlow Services used or

requested by Apple in accordance with Section 1.3, 1.4, 1.5 or 1.6

hereof [**] Apple may [**] of this Section 1.2 for the [**] under

Section 7.3. Once Akamai is able to [**] the required FreeFlow

Services, then the [**] 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

[**] the necessary FreeFlow Services [**] Apple shall have the [**] of

the event [**]. The [**] to accommodate the [**] under Section 7.3. If

at any time Akamai [**] any portion of the FreeFlow Services requested

by Apple in accordance with the performance criteria described in

Section 1.6, Apple may [**] that Akamai does [**] without any penalty

or breach of this Section 1.2.



1.3 NETWORK AVAILABILITY AND OPERATIONS. Akamai shall provide, maintain a nd 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 conne c tivity 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 com m itments 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 em ployees sufficient to adequately perform its services under this Agreement.





Akamai/Apple Proprietary and Confidential



Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.





1.4 ACCESS TO AKAMAI NETWORK; UPDATES; INSTALL ATION 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 [**], maintenance for the Akamai Software and deliver to Apply one copy of any update, new version, upgrade or other revis i on of the Akamai Software (along with related Documentation) that Akamai makes available to customers during the Term. Akamai shall, [**], (a) install the Akamai Software on a machine designated by Apple, and (b) provide qualified Apple personnel a reason able 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 prote ct 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 serve r s 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 bre ach 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 capa city 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 other Akamai customers. Akamai shall use reasonable efforts to deploy Akamai servers on networ k backbones [**] (such as, and by way of illustration only,[**]), 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 obligati o ns under Section 2 below, Akamai shall, at the time of the [**] by Apple (on or about [**]), cause the Akamai Network to have the capacity to serve [**] users at an average rate of [**]second on a continuous basis, and within [**] date (anticipated to be o n or about [**]), cause the Akamai Network to have the capacity to support [**] users at an average rate of [**] second on [**] basis. The Akamai Network will remain geographically distributed, and Akamai shall provide to Apple [**] of the Akamai Network [**] shall be [**] Akamai shall also promptly notify Apple in the event of [**] Without limiting the above, to support Apple's worldwide customers, on or before [**] Akamai will locate Akamai Network [**].





Akamai/Apple Proprietary and Confidential



Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.





1.7 ADDITIONAL SERVICES. Akamai shall provide Apple with such installation, support, training or other additional ser vices 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, tex t, or other [**] 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 respons ible for or have any obligation [**] for [**] Apple Content that result from [**] such content [**].



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 locat or ("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 regul a tions (including, without 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 Co ntent 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 Conte nt, 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 [**] QT-TV. [**] Akamai agrees to provide a reasonable amount of [**] assistance to Apple to assist in Apple's [**] performance of QT-TV and to enable Apple to develop [**] source suppliers and providers to QT-TV.





Akamai/Apple Proprietary and Confidential



Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.





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, [**], certain [**]

which will provide [**] information helpful to [**] the Akamai

Network's ability to [**]. Apple agrees to evaluate the [**] after

delivery of [**] and related documentation for possible inclusion of

the [**], in order to determine whether [**] (i) provides meaningful

[**] information relative to the ability of the Akamai Network to [**],

and (ii) does not [**]. In the event Apple [**] it will notify Akamai

of its reasons [**] and provide Akamai an opportunity to [**] by Apple

in the [**]. In the event Apple elects [**] Akamai hereby grants to

Apple the perpetual, irrevocable royalty-free, non-exclusive license to

[**] to prepare [**] and to distribute, [**] created by Apple under

this Section 3.2.1, [**]. Apple will notify Akamai of, and provide

Akamai an opportunity to [**]. All Akamai [**] disclosed to Apple shall

be considered "Confidential Information" as defined in Section 9 below.



3.2.2 Apple hereby grants to Akamai, [**] subject to the terms and conditions

of this Agreement, [**], in accordance with the terms of [**], unless

otherwise specified in this Agreement; and (b) such [**] 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 [**] or at Apple's option [**].



3.3 [**]. Each party shall use commercially reasonable efforts and provide sufficient resources, at its own expense, to [**] specified by Akamai within the Akamai Network (the results thereof, the " [**]"). Each party agrees to require that all employees and independent contractors participating in this endeavor sign or otherwise have in effect such confidentiality and ownership/invention assignment agreements as may be reasonably required by either party. Such [**] will be deemed complete only when the parties have had an opportunity to [**] and have reasonably determined that the [**].



Akamai/Apple Proprietary and Confidential





Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.







3.4 [**]; OTHER APPLICATIONS. It is understood and acknowledged that QT-TV - currently [**]. The parties shall, as may be mutually agreed from time to time, explore the possibility of [**] 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 [**] QT-TV. The following provisions will apply [**] as contemplated under Section 3.3 above.



3.6.1 In the event that, during the Term: (x) Apple [**] 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")[**] (ii) a

person or entity that [**] prior to such transaction or (iii) an [**]

or, prior to [**] such Entity,[**] for consideration to any Third Party

any shares of Capital Stock of such Entity (each, a "[**]"); or (y) any

Entity to which [**] subsequently issues for consideration Capital

Stock (including any securities convertible into or exchangeable for

capital stock or its equivalent, "New Securities") (a [**]), provided

there is no outstanding [**] hereunder at the time [**] to engage in a

Qualifying Transfer or Qualifying Issuance, [**] shall have, in

connection with the first such Qualifying Transfer or Qualifying

Issuance, the [**] [**] (the [**] 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,[**] Capital Stock equal to the [**] Capital

Stock [**] in such Qualifying Transfer or Qualifying Issuance;

provided, that the Prior Right shall not apply to (1) any [**] Capital

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

the Entity or (2) any transaction in which [**] in the Entity or any

other person controlling the Entity. The Prior Right shall not apply

to, and this Section 3.6 grants [**] to participate [**] that do not

constitute a [**] computer networks owned or operated by or for [**].



3.6.2 [**] shall (or shall cause the Entity to) [**] the terms or the

proposed terms of the Qualifying Transfer or Qualifying Issuance, which

notice shall set forth, in reasonable detail, the terms or proposed

terms of such Qualifying Transfer or Qualifying Issuance, the [**] for

which the [**] such Prior Right as to all the shares of Capital Stock

available [**] such Prior Right pursuant to the [**] (or the Entity,





Akamai/Apple Proprietary and Confidential





Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.





if the [**] was issued by the Entity) [**] after receipt of the [**]

Prior Right. If [**] Prior Right or fails to provide notice within such

[**] and the Entity shall have up to [**] from the date of the [**] to

complete the Qualifying Transfer or Qualifying Issuance upon the same

terms specified in the [**] whereupon [**]. If [**] the Entity [**] of

the Qualifying Transfer or Qualifying Issuance in any material respect,

[**] the Entity shall [**] of the revised terms of such proposed

transaction by delivery of [**] pursuant to the procedure set forth

above. In the event that [**] or the Entity and are [**] will provide a

[**] therefor and provide [**] for the [**] of the [**] other than

[**].



3.6.3 The obligations of this Section 3.6 [**] in the event (i) the [**] or

(ii)[**]. [**] under this Section 3.6 [**] any termination of this



3.7 FREEDOM OF ACTION. Except for the right to audit described in Section 7.5 below and any rights Apple (directly or through its subsidiary Apple Computer Inc. Ltd.) may have under the Stock Purchase Agreement and related agreements executed concurrent herewith or as a consequence of its acquisition of an y securities of Akamai, Apple shall have no right to have access to any of Akamai's proprietary business information except as otherwise contemplated by this Agreement, or to share in any revenues from any of Akamai's agreements, arrangements or relationsh i ps, and Akamai shall be free to support and provide services to any and all competitors to Apple, QuickTime and QT-TV, and to support third parties in the distribution of streaming media in QuickTime and all other formats, and to retain any and all revenu es and relationships resulting therefrom.



4. AKAMAI SOFTWARE; RESTRICTIONS.



4.1 LICENSE OF AKAMAI SOFTWARE. Akamai grants [**] to Apple a limited, worldwide, nontransferable and nonexclusive license to use, during, the Term,[**], the GeoFlow(sm) software and the RENAME(sm) software as more fully described in SCHEDULE E: AKAMAI SOFTWARE (collectively, and together with any updates, new versions, upgrades or other revisions th ereof made available by Akamai during the Term and all related documentation, the "Akamai Software"), in object code form only (except as provided in Section 3.2.1 as to the [**], subject to the restrictions set forth below.



4.2 LICENSE RESTRICTIONS. Apple's use of the Akamai Software is limited as

follows:



4.2.1 Apple shall use the RENAME(sm) software solely for the purpose of

renaming the URL of Apple Content;





Akamai/Apple Proprietary and Confidential





Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.





4.2.2 Apple shall use the GeoFlow(sm) software for Apple's internal purposes

only, solely in conjunction with and for the purpose of (i) analyzing

the flow of Apple Content that is delivered using the FreeFlow

Services, and (ii)[**] as described in Section 3.1.



4.2.3 Apple acknowledges that Akamai has advised it that the GeoFlow(sm)

software contains certain third party software elements, including

without limitation software relating to the GeoFlow(sm) mapping

functions, and Apple agrees with respect to such elements that are

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