Directory And Local Advertising Platform Services Agreement

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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.


DIRECTORY AND LOCAL ADVERTISING PLATFORM SERVICES AGREEMENT
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This Directory and Local Advertising Platform Services Agreement (the "Agreement"), dated as of December 11, 2000 (the "Effective Date"), is between America Online, Inc. ("AOL"), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and Switchboard Incorporated ("SB"), a Delaware corporation, with offices at 115 Flanders Road, Westboro, MA 01581. AOL and SB may be referred to individually as a "Party" and collectively as the "Parties."


INTRODUCTION
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AOL and SB each desires to enter into a strategic technology development, marketing and services agreement designed to create new interactive local merchant directory advertisement opportunities on the AOL Properties (as defined herein). As a key component of this effort, AOL will create a new yellow pages product powered by SB that will be integrated throughout the AOL Properties in the manner provided in this Agreement. SB will develop, host, operate and support the core database and platform for the yellow pages product as set forth herein and other products as may be developed from time to time. AOL will develop, control, host, design and maintain the user interface for the yellow pages product, and will provide to SB platform exclusivity and distribution, as expressly set forth herein. As provided herein, AOL will actively market and sell Directory Advertisements, directly and/or through third party channels, and will share revenue with SB from such sales efforts in order for both Parties to enjoy the benefits of the Parties' collaborative focus on the interactive local merchant advertising market. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms on Exhibit A hereto.


TERMS
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1. LOCAL BUSINESS DIRECTORY PRODUCT. AOL intends to develop a suite of online,
wireless, voice, PDA, AOLTV, or other media (electronic or otherwise) for
interactive local business directory products ("Local Business Directory
Products") (and other products that may utilize components of the Local
Business Directory Products). As part of this initiative, AOL will create
a comprehensive, interactive yellow pages business listings product ("YP
Product"), which AOL will distribute on the AOL Properties in accordance
with this Agreement. The YP Product, and other mutually agreed upon Local
Business Directory Products, will utilize the DLA Platform (as defined in
Section 2), as further described in Section 2 hereof, and will also
incorporate features and functionality, tools and APIs to be provided by
both Parties as set forth herein. AOL will create and maintain a user
interface for the YP Product (the "AOL YP User Interface"), as well as
other user interfaces for other Local Business Directory Products as deemed
appropriate by AOL in its sole discretion. AOL shall design, develop,
control, host, operate and maintain the AOLYP User Interface, (a) which
shall include, without limitation, a color scheme, branding, permanent
navigational features, shortcut searches, rotating links and add-on
functionality (e.g., upsells) determined by AOL in its sole discretion, and
(b) all pages of which (including without limitation, the Search Screen,
related Results Pages and other pages such as the Help Screen) shall be
hosted on AOL servers and be served by AOL under AOL-designated URLs. SB
and AOL shall work together to enable the interoperability of APIs
developed by the Parties hereunder with the AOL YP User Interface.


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Confidential Materials omitted and filed separately with the Securities and
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2. DLA PLATFORM. The directory and local advertising platform which shall
support the YP Product shall be comprised of the following components: (1)
the [**] Database (each as defined in Section 3 hereof), (2) AOL Features
or Functionality and SB Features and Functionality, and (3) other tools and
APIs as further described in Section 5 (collectively referred to herein as
the "DLA Platform"). Each Party shall have certain responsibilities with
respect to the management, maintenance and development of the DLA Platform,
as further set forth in Sections 4 and 5 hereof and Exhibit C hereto. AOL
shall have the right to use the DLA Platform in connection with any of its
Local Business Directory Products in accordance with the licensing
provisions set forth in Section 8 hereof.


3. [**]. The DLA Platform shall include [**] of local business information:
the [**] Database ([**] as defined below, [**].


3.1 [**] DATABASE. The [**] Database" shall include the following data:
(i) Directory Advertisements, (ii) Self-Pub Ads, (iii) SB Data,
(iv) Corrected Data, (v) Third-Party Licensed Data, and (vi) Level
I Data Enhancements. 3.1.1 SB Obligations. Subject to Sections 3.3
and 7.1.1, SB shall create, develop, operate, support, update and
maintain the [**] Database in accordance with the terms and
conditions of this Agreement (including without limitation,
Exhibits C and F hereto), solely for use by AOL and AOL Users;
provided that AOL acknowledges that SB may also use SB Data and SB-
Licensed Data for any other purpose. The [**] Database shall be a
stand-alone database (i.e., [**] SB YP Database) and shall be
hosted and maintained on dedicated SB servers; provided, however,
that the pages accessing the [**] Database will be served by AOL
under an AOL URL (e.g., www.aolyp.com, www.yellowpages.aol.com,
etc.) to be determined by AOL in its reasonable discretion;
provided, further, that AOL shall use commercially reasonable
efforts to encourage Media Metrix and other third party media
ratings services to equally or secondarily credit SB with traffic
related pages with substantial content that has the [**] Database
as its primary source. SB shall bear the incremental cost of
hardware (e.g., servers) and facilities (e.g., rack or floor space)
associated with the [**] Database. SB shall have the primary
responsibility to enable the interoperability of the [**] Database
in a [**] with the [**] Database (as defined below) and the AOL YP
User Interface. AOL shall have the right (subject to any third-
party data licensing restrictions) to require that SB organize and
present to AOL Users the information contained in the [**] Database
in any format reasonably deemed appropriate by AOL, and SB shall
customize the [**] Database to allow for such formatting. In
addition, SB shall have the primary responsibility for ensuring
that AOL Users shall have the ability to search the [**] Database
and view the results of such searches (including any Level I Data
Enhancements) through the AOLYP User Interface.


3.1.2 AOL Advertisement Rejection Right. AOL may refuse (in its sole
discretion) to allow any data (including without limitation any SB
Data, Directory Advertisements, Corrected Data, Third-Party
Licensed Data, etc.) to be placed in the [**] Database that
violates, in the reasonable discretion of AOL (i) the AOL Standard
Policies, or (ii) any exclusive or premier arrangement to which AOL
or any AOL Affiliate is a party (collectively, the "AOL
Advertisement Rejection Right"), and, upon notice by AOL, SB shall
prevent the inclusion of (or promptly remove) (and in no event less
than [**] following notice by AOL) any such listing in the [**]r
Database that is rejected by AOL. Upon execution of this Agreement,


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AOL shall provide to SB a list of product categories in which AOL
maintains exclusive or premier relationships as of the Effective
Date.


Notwithstanding the foregoing, to the extent that AOL enters into
exclusive or premier arrangements with third parties following the
Effective Date, the entrance by AOL into such exclusive or premier
relationship shall not require the removal of any pre-existing SB
Data from the [**] Database and shall be subject to Section 12
hereof.


3.1.3 Subject to Section 3.1.1, the AOL Advertisement Rejection Right and
the remainder of this Section 3.1.3, AOL hereby grants SB the right
to include in the [**] Database (at no charge and to the extent
consistent with the collective objectives of the Parties as set
forth in Section 13 (iii)) [**] [**] for advertisers that are
displayed through the yellow pages database and user interface of
the Standard SB Site ("SB Directory Ads"). The SB Directory Ads
will be displayed in the YP Product in accordance with the AOL YP
User Interface, as the same is displayed on the AOL Properties.


(a) Notwithstanding the foregoing, AOL will only accept SB
Directory Ads that are for [**] with [**] (i.e., no SB
national or regional advertisers). In addition, such SB
Directory Ads shall only be permitted to appear in up to 3
heading categories within the [**] Database, (2) shall follow
the reach parameters set forth in Exhibit C (e.g., no SB
Directory Ad will receive greater than a [**] mile radius
reach), and (3) shall otherwise comply with other requirements
reasonably requested by AOL from time to time.


(b) Any SB Directory Ads submitted by SB but rejected by AOL will
not count toward the [**] to be afforded to SB. For such
advertisements to be included in the [**] Database (as agreed
upon by AOL in writing) in excess of the foregoing number, the
Parties shall negotiate in good faith to agree upon the
economic compensation and allocation related thereto.


3.1.4 AOL Right to Include Existing SB Data. Notwithstanding the
foregoing, subject to the AOL Advertisement Rejection Right (as
defined above in Section 3.1.2), AOL shall have the right to
include in the YP Databases any Existing SB Data (excluding any
Third-Party Licensed Data and other data, if any, that SB is
contractually precluded as of the Effective Date from providing to
AOL, a list of which SB shall make available to AOL no later than
[**] days following the Effective Date), which Existing SB Data
shall be no less current, as of the Effective Date, in any material
respect than data provided in any other SB YP Database (other than
data excluded as provided above).


3.2 [**]DATABASE. The "[**] Database" shall include the following data: (i)
Level II Data Enhancements, and (ii) any applicable portions of the [**]
Database as AOL desires to include in the [**] Database from time to time,
in its sole discretion.


3.2.1 AOL Obligations. AOL shall host the [**] Database and related
software on AOL servers. AOL, in its sole discretion, shall have
the right to structure the [**] Database [**]. AOL shall create,
develop, operate, support, update and maintain the [**] Database in
a manner to be determined by AOL from time to time in its
reasonable discretion. AOL shall bear the incremental cost of
hardware (e.g., servers) and facilities (e.g., rack or floor space)
associated with the [**] Database.


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Confidential Materials omitted and filed separately with the Securities and
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3.2.2 Transition of Level II Data Enhancements to [**] Database. AOL shall
have the right to require SB (from time to time) to transition
certain Level II Data Enhancements for inclusion in the [**]
Database ("[**] Enhancements"); provided that such [**] Enhancements
shall be subject to the terms and conditions of this Agreement that
apply generally to the [**] Database (including, without limitation,
Level I Data Enhancements) and to SB's obligations with respect to
the DLA Platform (including, without limitation, Sections 5.3 and
Section 7 hereof).


3.2.3 Synchronization of YP Databases; Access to Non-Synchronized Data. SB
shall be primarily responsible for (a) the synchronization of the YP
Databases and (b) continuous AOL and AOL User access to the non-
synchronized data contained in the[**] Database (i.e., the data [**]
by AOL for inclusion in the [**] Database), in each case as further
described in Exhibit C hereto. AOL shall assist SB as reasonably
necessary in connection with the foregoing obligations, and with
respect to SB's primary responsibility to ensure interoperability
between the YP Databases as set forth in Section 3.1.1.


3.3 USE OF THIRD-PARTY-LICENSED DATA. AOL shall have no obligation to use any
SB-Licensed Data in the YP Databases or otherwise as part of the DLA
Platform or YP Product. AOL shall have the right to use any SB-Licensed
Data as the exclusive or non-exclusive source of listings data for the YP
Databases, subject to applicable third-party license restrictions. To the
extent that current licenses do not permit the Parties to include listings
data in the DLA Platform, the Parties will work together to secure
applicable licenses for such inclusion (the licensing fees for which shall
be borne by AOL unless otherwise agreed upon by the Parties in writing).
Each Party shall [**] at any time [**] hereunder.


3.4 UTILIZATION OF MULTIPLE DATA PROVIDERS. Nothing in this Agreement shall
prohibit AOL from utilizing multiple or varying data providers to provide
information for use in connection with the YP Databases and to present such
data to AOL Users. The Parties will work together in good faith to utilize
consistent data providers for like data in the YP Databases.


3.5 NO RESALE OF DATA.
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3.5.1 SB Data. AOL shall not resell or sublicense any SB Data provided to
AOL by SB during the License Period for use with the DLA Platform;
provided that, the use and distribution of such data by AOL or its
Affiliates, consistent with this Agreement, as part of a Local
Business Directory Product shall not constitute the resale or
sublicense of such data for purposes of this Section 3.5. AOL shall
have the right to require SB to merge the SB Data with other data
in the [**] Database (subject to applicable third-party licensing
restrictions) for access on or through the DLA Platform.


3.5.2 SB-Licensed Data. AOL shall not resell or sublicense any SB-
Licensed Data provided to AOL by SB during the License Period for
use with the DLA Platform; provided that, the use and distribution
of such data by AOL or its Affiliates, consistent with this
Agreement and any relevant third-party licenses, as part of a Local
Business Directory Product shall not constitute the resale or
sublicense of such data for purposes of this Section 3.5. AOL shall
have the right to require SB to merge the SB-Licensed Data with
other data in the [**]Database (subject to


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applicable third-party licensing restrictions) for access on or
through the DLA Platform


3.6 SB INTERACTIVE DIRECTORY OF BUSINESS LISTINGS. As SB develops, creates,
acquires, or extensively participates in (as a publisher) an interactive
directory of business listings other than the [**]Database during the Term
("Additional SB YP Data"), AOL shall have the option to require that SB use
and/or integrate such Additional SB YP Data for or into the [**] Database
in its sole discretion, except to the extent that SB may be precluded from
doing so by contracts with third parties [**]


4. AVAILABILITY OF SB FEATURES AND FUNCTIONALITY. As part of the Included SB
Services, SB shall (subject to restrictions in agreements between SB and
third parties in full force and effect on the Effective Date) make all SB
Features and Functionality available to AOL for use in connection with the
DLA Platform. In addition, at AOL's request, SB shall (subject to
restrictions in agreements between SB and third parties in full force and
effect on the Effective Date) make available to AOL for use in connection
with the DLA Platform any other tools or applications which are generally
available through or on SB Interactive Sites, on commercially reasonable
terms to be mutually agreed upon by the Parties. SB shall be responsible
for updating and maintaining SB Features and Functionality during the Term
of the Agreement and shall be primarily responsible for enabling the
interoperability of SB Features or Functionality with the DLA Platform
(including, without limitation, the YP Databases). In the event [**]
related to SB's Features or Functionality that [**] shall be responsible
for [**] in the event that [**] to use such SB Features and Functionality
[**] provided that (i) SB shall [**], and (ii) AOL shall [**] as the case
may be) for [**] such SB Features and Functionality.


5. API AND TOOLS DEVELOPMENT
-------------------------


5.1 SB.
--


5.1.1 API Development. Subject to the terms of this Agreement, SB
shall develop and provide: (i) a suite of APIs to query, the
[**] Database (collectively, "SB APIs") and a series of tools
to insert, edit and update the [**]Database, in each case as
further described in Exhibit C, and (ii) other methods of data
access as set forth in Exhibit C. To the extent reasonably
requested by AOL, SB shall develop appropriate APIs and tools
for use with the [**] Database in accordance with the terms of
this Agreement.


5.1.2 API Support. As part of SB's obligations under this Agreement,
(i) the SB API's shall contain all functionality reasonably
necessary to support, use, and interoperate with (including,
without limitation, to use the principal functions of) the [**]
Database in accordance with this Agreement; provided, however,
that, to the extent that such SB APIs are insufficient to
enable such interoperability, SB shall modify such APIs, as
promptly as commercially reasonable, to enable such
interoperability; (ii) SB will provide AOL with all APIs
reasonably necessary to allow the AOLYP User Interface to
interoperate with the YP Databases and the DLA Platform and to
afford AOL (and AOL Users) with access to the [**] Database and
the DLA Platform in accordance with this Agreement, as further
set forth in Exhibit C; and (iii) no modifications by SB to the
DLA Platform or the YP Databases shall materially impair or
degrade any of the foregoing functionality, provided that such
obligation in this clause (iii) shall not apply to
modifications requested by AOL outside the scope of the All-In
Services. During the License Period, to the extent reasonably
necessary for AOL to modify, develop, add, delete or use any
Level II Data Enhancements in connection with the functionality
or features of the DLA Platform, the [**] Database, the AOL YP


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User Interface and/or the YP Product, upon AOL's request, SB
shall develop and provide to AOL APIs to the DLA Platform, the
YP Databases and/or AOL YP Product (as applicable) so that such
Level II Data Enhancements can interoperate with (including,
without limitation, use the principal functions of) the DLA
Platform, the YP Databases and/or the YP Product.


5.1.3 Self-Pub Tools. SB shall provide the Self-Pub Tools, and (if
applicable) Next-Generation Self-Pub Tool, each as defined in
Exhibit D attached hereto.


5.2 AOL.


5.2.1 API Development. Subject to the terms of this Agreement, AOL
shall develop and provide a suite of APIs to query, insert,
edit and update the [**] Database to access AOL Features or
Functionality and to interoperate with the AOL YP User
Interface.


5.2.2 API Support. As part of AOL's obligations under this Agreement,
the AOL API's shall contain all functionality reasonably
necessary to support, use, and interoperate with (including,
without limitation, to use the principal functions of) the [**]
Database, AOL YP User Interface, AOL Features or Functionality
and aspects of the [**] Database as incorporated therein in
accordance with this Agreement.


5.3 AOL REQUESTED DLA PLATFORM MODIFICATIONS.


5.3.1 AOL shall have the right, from time to time, to request that SB
integrate certain features or functionalities (beyond those
that fall within the scope of the Included SB Services),
including AOL Features or Functionality, into the DLA Platform
(collectively "AOL Modifications"). Each AOL Modification shall
be documented in a statement of work executed by the Parties (a
"Statement of Work"), which shall (i) identify the technical
requirements relating to the requested features and
functionalities, (ii) set forth the implementation plan for
such features and functionalities, and (iii) set forth which
one of the three "AOL Modification Categories" described below
the AOL Modification falls within, as mutually agreed by the
Parties (any such agreement not to be unreasonably withheld by
either Party). For the avoidance of doubt, where integration of
any requested AOL Modification (in the Modification Category
requested by AOL) would be commercially reasonable in view of
all relevant technical constraints, and subject to Section
11.2.2(b), SB shall [**].


(a) Modification Category 1: Designed-For-Segregation
Feature. Any such AOL Modifications shall be integrated
by SB into the DLA Platform in a manner such that the AOL
Modification is exclusively available to AOL Users (a
"Designed For-Segregation Feature"). Each such Designed
for Segregation Feature shall be a separate module
integrated into the DLA Platform through a stand-alone
API and shall not be threaded throughout the SB YP
Platform source code.


(b) Modification Category 2: [**] Feature. Any such AOL
Modifications shall be integrated by SB into the DLA
Platform such that the AOL Modification will be [**] any
SB Interactive Site or any other third party Interactive
Site (even if such AOL Modifications may form part of the
SB YP Platform source code) (collectively, [**]


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Features"). The applicable Statement of Work shall
specifi ...