Agreement For The Assigment Of Advertising Space

BRASIL TELECOM LOGO] [AOL LOGO]


AGREEMENT FOR THE ASSIGNMENT OF ADVERTISING SPACE AND
OTHER COVENANTS BETWEEN AOL AND BRASIL TELECOM


Through this instrument, BRASIL TELECOM S.A. with its main place of business in the SIA/Sul, ASP, Lote "D", Bloco"B", Brasilia/DF, enrolled in the National Registry of Legal Entities of the Ministry of Finance-CNPJ/MF under n(0) 76.535.764/001-43, in this act represented pursuant to its Bylaws, by its undersigned representatives, hereinafter simply called "BRT" and on the other side AOL BRASIL LTDA, with its main place of business at Avenida Industrial, 600 -2(0) andar, in the city of Santo Andre, State of Sao Paulo, enrolled in the National Registry of Legal Entities of the Ministry of Finance- CNPJ/MF under n(0) 03.032.579/0001-62, in this act represented pursuant to its Articles of Association, by its undersigned legal representative, hereinafter simply called "AOL" and when jointly with "BRT", the "Parties",


WHEREAS AOL is a provider of Internet access and has an exclusive area for its subscribers'access ("AOL Service");


WHEREAS AOL is the holder of an access portal to the Internet registered under the domain name WWW.AOL.COM.BR and also of several sites which can be accessed through the portal (collectively the "PORTAL")


WHEREAS BRT is interested in conveying its brand and goods in the AOL Service and in the PORTAL;


In witness whereof, the parties enter into the present agreement of Assignment of Advertising Space ("Agreement"), which shall be governed by the following clauses and conditions:


FIRST CLAUSE - THE OBJECT


1.1. The present Agreement aims at setting forth the conditions through which
BRT shall invest in advertising and marketing, during the period of time
that this Agreement is in force, through the electronic media conveyed by
AOL in its Service and Portal.


1.2. The Parties agree to carry out the present Agreement pursuant to the
terms and conditions set forth herein, its exhibits and the legislation
in force.


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EXHIBIT I AOL'S LIST OF PRODUCTS AND PRICES
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SECOND CLAUSE: PRICE, CONDITIONS AND FORM OF PAYMENT


2.1. BRT shall invest monthly in advertising and marketing in AOL Service and PORTAL, in accordance with what is described in item 1.1. above, a minimum amount, taxes included, that shall be monthly agreed upon between the Parties, duly documented in writing in a document called "Media Plan".


2.2. By virtue of what has been set forth in item 2.1 herein, AOL agrees to convey BRT's advertising material ("MATERIAL") in the electronic media through its PORTAL, as well as through AOL Service.


2.3. The MATERIAL conveyance through AOL's PORTAL and Service shall be carried out in accordance with the Media Plan to be agreed upon by the Parties monthly.


2.4. The Media Plan constitutes the document through which the Parties will define monthly the specific conditions of the MATERIAL conveyance, such as the conveyance price, the conveyance period and the form and place of the MATERIAL exhibition.


2.5. The MATERIAL conveyance shall comply with the same rules and policies that AOL offers to other advertisers, with the conditions set forth in this Agreement and shall further comply with the specific terms and conditions set forth in the Media Plan.


2.6. The payment of the amounts due to AOL for the MATERIAL conveyance shall be effected in up to [**] days, by BRT, after the attested receipt of the invoice issued by AOL.


2.6.1. BRT shall effect the payment of the amounts due to AOL, by force
of this Agreement, by means of a deposit in the bank current account to
be supplied by AOL, being that the respective deposit receipts shall
have the value of proof of payment.


2.6.2. In the assumption that the payments determined in this clause
are not made on the agreed date, a [**] fine shall be levied on the
amount of the due installment, plus interest on arrears of [**] percent
([**]%) per [**], calculated PRO RATA DIE.


2.7. The costs related to the creation of the MATERIAL are not included in the amount set forth in 2.1, neither are the commissions due to the advertising and marketing agencies, which, in case they are due, shall be BRT's responsibility.


2.8. The Parties shall meet at the end of each [**] month-period to re-assess the media conveyed and to make any necessary adjustments for the subsequent months, on the grounds of the report, being that they can even change the investment conditions established in clause 2.1, through an addendum.


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2.9. BRT shall bear all the amounts related to duties, taxes, contributions, rates, charges of any nature levied on the services set forth in this Agreement and due pursuant to the law, with no impairment of the obligations of the Parties to collect taxes, contributions, rates, charges of any nature to the public treasury, as set forth by the legislation in force. The Parties straightaway agree to present to the opposing Party, whenever requested, the respective proof of payment, being each Party responsible for the indemnifications and compensations for the losses it may eventually cause to the other Party or to third parties due to non-compliance with of the tax legislation. For such, AOL shall issue to BRT an invoice containing the amounts related to taxes levied on the operations set forth in this instrument.


THIRD CLAUSE - ADVERTISING CONVEYANCE IN THE PORTAL


3.1.The space to be assigned by AOL for the MATERIAL conveyance shall comply with the following:


(i) AOL and BRT shall jointly define the channels and formats to
be used, as well as the intensity and the conveyance period,
in accordance with the specific needs, provided that AOL's
space availability is respected.


(ii) For the purpose of conveyance, the advertising formats shall
comprise the already existing formats, the new ones that may
arise, conveying BRT's products and services, provided that
this has been agreed upon by the Parties.


(iii) BRT, at its own exclusive discretion, shall define the
MATERIAL content, and it can even use the space in AOL Service
and Portal to convey advertising material of its controlling
company or of any company controlled by or which is under
BRT's common control, except in the cases of conveyance of
advertising material of companies whose products and/or
service compete with AOL's.


FOURTH CLAUSE - THE PARTIES' RESPONSIBILITIES.


4.1. AOL and BRT shall appoint their representatives who will be responsible for the management and implantation of the services set forth in this Agreement.


4.2. AOL is fully responsible for each and every information and services provided by the PORTAL, by AOL Service and by the sites under its title, agreeing to free from and to indemnify BRT for any damages arisen from or caused by the use of the PORTAL, of AOL Service and/or of the said sites, related to facts, people, features of products and services, among others.


4.3. BRT is responsible for the content of the MATERIAL conveyed by AOL, and it agrees to exempt AOL from any damage arisen from or caused by such content. BRT declares that it will comply with all the provisions of the legislation that regulates consume relationships, inclusive, but not limited to the Consumer Defense Code, in whatever is concerned with the services and products offered


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and/or exhibited in the AOL Service and in the AOL Portal, which are its sole exclusive responsibility, agreeing to exempt of responsibility and to defend AOL in any lawsuit, claim or procedure filed by any consumer, as well as to indemnify AOL for any direct or indirect damages that they may eventually incur by virtue of the said lawsuits, claims or procedures.


FIFTH CLAUSE - VAL ...