SERVICES AGREEMENT

EXHIBIT 10.19

SERVICES AGREEMENT

     This Services Agreement (this “ Agreement ”) is made and entered into as of June 12, 2008 (the “ Effective Date ”), by and between Yahoo! Inc., a Delaware corporation (“ Yahoo! Inc. ”), and Google Inc., a Delaware corporation (“ Google Inc. ”). Yahoo! Inc. and Google Inc. are each a “ Party ” and are together referred to as the “ Parties .”

RECITALS

     WHEREAS, Google operates web sites and provides certain monetization services to companies that publish and provide web sites and other interactive services;

     WHEREAS, Yahoo! operates web sites and applications on its own behalf and on behalf of third-parties, all on a variety of platforms throughout the world; and

     WHEREAS, Yahoo! desires to obtain the right to utilize Google’s monetization services in connection with certain web sites and Google desires to make these services available to Yahoo!.

     NOW, THEREFORE, in consideration of the promises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

AGREEMENT

1. DEFINITIONS

     1.1 “ Ad Attributes ” are those attributes of an AFS Ad that [ * ]. Unless otherwise agreed to by Google, these attributes are [*].

     1.2 [*].

     1.3 [*].

     1.4 [*].

     1.5 “ Additional Reporting Tools ” has the meaning given in Section 6.4.1 (Reporting Received by Yahoo!).

     1.6 [*].

     1.7 [*].

     1.8 “ Ads ” or “ Advertising Results ” means advertisements, including all of the content in, or delivered with, such advertisements for display to End Users, provided by Google to Yahoo! through the Services under this Agreement.

     1.9 “ AFC Ads ” means the advertisements, including all of the content in, or delivered with, such advertisements for display to End Users, provided by Google to Yahoo! through the AFC Service under this Agreement.

     1.10 “ AFC Protocol ” means the protocol provided by Google to Yahoo! for accessing the AFC Services, as such protocol may be updated by Google from time to time.

     1.11 “ AFC Request ” means a request sent to Google by Yahoo! for advertisements from Google’s AFC Service.

     1.12 “ AFC Results Set ” means the set of AFC Ads transmitted by Google to Yahoo! in response to an AFC Request.

     1.13 “ AFC Service ” means Google’s AdSense for Content service or any successor service thereto, [ * ].

     1.14 “ Affiliate ” means, with respect to a Party, any entity that, at a given time during the Term, directly or indirectly controls, is controlled by or is under common control with, such Party, provided that, in no event shall an entity be considered to be an Affiliate of Yahoo! under this Agreement if the Specified Party identified in Section 1.89(b) is or becomes the beneficial owner of securities representing more than 15% of the total voting power represented by that entity’s then outstanding voting securities. For the purposes of this Section 1.14, an entity will be deemed to “control” another entity when it, directly or indirectly, holds securities of such entity representing more than 50% of the combined voting power of the entity’s then outstanding securities entitled to vote generally in the election of directors.

     1.15 “ AFS Ads ” means the advertisements, including all of the content in, or delivered with, such advertisements for display to End Users, provided by Google to Yahoo! through the AFS Service under this Agreement.

     1.16 “ AFS Client Application ” means a Client Application that accesses the AFS Services.

     1.17 “ AFS Protocol ” means the protocol provided by Google to Yahoo! for accessing the AFS Services, as such protocol may be updated by Google from time to time.

     1.18 “ AFS Query ” means a query sent to Google by Yahoo! for advertisements from Google’s AFS Service.

     1.19 “ AFS Results Set ” means the set of AFS Ads transmitted by Google to Yahoo! in response to an AFS Query.

     1.20 “ AFS Service ” means Google’s AdSense for Search service or any successor service thereto, [ * ].

     1.21 [*].

     1.22 “ Base Revenues ” means Gross Revenues from all Yahoo! Properties [*].

     1.23 “ Beta Feature ” means those features of the Services that are identified by Google as (a) beta or (b) unsupported in Google’s then-current Documentation.

     1.24 “ Brand Features ” means the trade names, trademarks, service marks, logos, domain names, and trade dress of each Party.

     1.25 “ Business Day ” means Monday through Friday, except for United States federal holidays.

     1.26 [*].

     1.27 “ Channel ID ” means a unique alphanumeric code or other designation or identifier that is provided to Yahoo! by Google to be used by Yahoo! as a Channel ID in accordance with the Documentation.

     1.28 “ CIC Agreement ” has the meaning given in Section 13.4.1.

     1.29 “ CIC Termination Period ” has the meaning given in Section 13.4.1.

     1.30 “ Client Application ” means any application, plug-in, or other executable code that runs as a computer program on a user’s computer; examples of Client Applications include those that provide instant messaging, chat, email, data, file viewing, media playing, file sharing, games, internet navigation, search and other services. For the avoidance of doubt, “Client Application” does not include functionality to the extent incorporated into a web site such as instant messaging, chat, email, media-playing, gaming, search and other functionality so long as such application typically loads with the rest of the page and only persists while the web page is open in the user’s browser, excluding elements of the page stored in the browser’s cache.

     1.31 “ Client ID ” means a unique alphanumeric code or other designation or identifier that is provided to Yahoo! by Google to be used by Yahoo! as a Client ID in accordance with the Documentation.

     1.32 [*].

     1.33 “ Comparable Ads ” means advertisements which are substantially similar to those provided in connection with the Services.

     1.34 “ Confidential Information ” has the meaning given in Section 14.1 (Confidentiality).

     1.35 “ CPM ” means revenue per thousand queries.

     1.36 [*].

     1.37 [*].

     1.38 [*].

     1.39 [*].

     1.40 [*].

     1.41 “ Data ” has the meaning given in Section 6.1 (Terminology).

     1.42 “ Destination Page ” means the web page impression that is displayed when an End User clicks on an Advertising Result.

     1.43 “ Disclosing Party ” has the meaning given in Section 14.1 (Confidentiality).

     1.44 “ Documentation ” means all manuals, training materials, guides, specifications, and other similar materials that are related to the Services and that are made generally available by Google to Google Partners.

     1.45 “ End Users ” means individual, human end users who visit or use a Property or AFS Client Application.

     1.46 [*].

     1.47 “ Fraudulent Act ” has the meaning given in Section 2.21.1(j).

     1.48 [*].

     1.49 “ Google ” means Google Inc., together with all Affiliates that Google delegates its performance to, or exercise its rights through, under this Agreement (for so long as such entities remain Affiliates of Google).

     1.50 “ Google Administration Console ” means Google’s online advertising reporting tool for the Services currently located at http://console.Google.com, or such other URL as may be updated by Google from time to time.

     1.51 “ Google Materials ” means the [*].

     1.52 “ Google Partner ” means a third-party that has entered into an arrangement or agreement with Google to receive the AFS Services and/or AFC Services (excluding Google’s online, self-service program).

     1.53 “ Google Property ” means any web site that is controlled and operated by Google during the Term.

     1.54 “ Google Protocols ” means the AFS Protocol and the AFC Protocol.

     1.55 [*].

     1.56 “ Governmental Authority ” means any government, governmental authority, court, governmental tribunal, governmental agency, governmental bureau or other governmental regulatory, administrative or judicial agency, governmental commission or organization, and any subdivision, branch or department of any of the foregoing.

     1.57 “ Gross Revenues ” means all revenues that are recognized (in accordance with U.S. GAAP) by Google from the display of Ads on the Properties during the Term in accordance with the requirements of this Agreement. For the avoidance of doubt, such revenues include [*]. Google will recognize all revenues in connection with Ads in the calendar month during which the Ads are displayed. [*].

     1.58 “ Initial Platform ” means the World Wide Web, excluding [*].

     1.59 “ Intellectual Property Rights ” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, whether registered or unregistered, and any and all other similar proprietary rights, as well as any and all applications, renewals, extensions, divisionals, continuations, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

     1.60 “ Laws ” means any federal, state, provincial, county, municipal or other local laws, rules, regulations, ordinances or judicial decisions enacted or issued by a court or other Governmental Authority of any country, state, province, county, city or other municipality.

     1.61 “ Link Units ” means text provided by Google to Yahoo! through Google’s AFC Service.

     1.62 [*].

     1.63 [*].

     1.64 [*].

     1.65 [*].

     1.66 [*].

     1.67 [*].

     1.68 “ Officer ” means, with respect to Yahoo!, an executive officer, corporate officer or operation officer as described in Yahoo!’s then most recent annual report, and with respect to

Google, a member of its Executive Management Group as described on the Google.com web site or such other equivalent group if no longer designated on the Google.com web site.

     1.69 [*].

     1.70 “ Organic Balance ” means that [*].

     1.71 “ Organic Threshold ” means (a) [*]% (from the first day of the first month following the Effective Date (“Initial Organic Threshold Date”) through the day prior to the third anniversary of the Initial Organic Threshold Date), (b) [*]% (from the third anniversary of the Initial Organic Threshold Date through the day prior to the seventh anniversary of the Initial Organic Threshold Date), or (c) [*]% (from the eighth anniversary of the Initial Organic Threshold Date through the end of the Term), of Base Revenues.

     1.72 “ Parked Domains ” means domains that are (a) under-developed, (b) primarily used to serve advertisements and (c) commonly referred to as parked domains.

     1.73 [*].

     1.74 [*].

     1.75 [*].

     1.76 “ Property ” means a Yahoo! Property or a Yahoo! Partner Property.

     1.77 “ Prospective Yahoo! Partner Property ” means a web site that, as of the Effective Date, (a) is controlled and owned by a Yahoo! Partner or its Affiliate subject to Section 2.4.4; (b) is entitled to display Comparable Ads from Yahoo! under an agreement between Yahoo! and the Yahoo! Partner; and (c) is listed as a Prospective Yahoo! Partner Property in Exhibit C . Prospective Yahoo! Partner Properties do not include web sites from Yahoo!’s online, self-service programs ( e.g. , “YPNO”).

     1.78 “ Quality Adjustments ” has the meaning given in Section 2.15 (Quality Adjustments).

     1.79 “ Query ” means an AFS Query or AFC Request.

     1.80 “ Receiving Party ” has the meaning given in Section 14.1 (Confidentiality).

     1.81 “ Reporting Tools ” means the Google Administration Console and the Additional Reporting Tools.

     1.82 “ Results Page ” means a web page on which Advertising Results are displayed.

     1.83 “ Results Set ” means an AFC Results Set or an AFS Results Set.

     1.84 “ RPM ” means Gross Revenues per 1,000 Queries.

     1.85 “ Services ” means the AFS Services and the AFC Services provided by or on behalf of Google to Yahoo! pursuant to this Agreement.

     1.86 [*].

     1.87 “ SLA ” means the Service Level Agreement attached as Exhibit D .

     1.88 “ Slot ” means the position of an Ad in an AFS Results Set.

     1.89 “ Specified Parties ” means (a) News Corporation (it being understood that News Corporation will be deemed to beneficially own any securities beneficially owned by its direct or indirect subsidiaries and Affiliates) and its direct or indirect subsidiaries and Affiliates and Time Warner Inc. (it being understood that Time Warner Inc. will be deemed to beneficially own any securities beneficially owned by its direct or indirect subsidiaries and Affiliates) and its direct or indirect subsidiaries and Affiliates and (b) Microsoft Corporation (it being understood that Microsoft Corporation will be deemed to beneficially own any securities beneficially owned by its direct or indirect subsidiaries and Affiliates) and its direct or indirect subsidiaries and Affiliates. If any of the foregoing entities’ (in either clause (a) or clause (b) above) divisions, business lines or units that, individually, generate annual gross revenues from Internet advertising or the provision of services on the Internet in excess of $500 million ever subsequently becomes part of or affiliated with another “person” as a result of such other person becoming a “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) directly or indirectly of a majority interest in such division, business line or unit, then such person and its direct and indirect subsidiaries and Affiliates shall also be deemed to be a Specified Party for so long as such person beneficially owns directly or indirectly such controlling interest (it being understood that such person will be deemed to beneficially own any securities beneficially owned by its direct or indirect subsidiaries and Affiliates). As used in this definition, person means a natural person, company, partnership or other legal entity and all persons, if any, acting in concert with such person for purposes of the beneficial ownership described herein.

     1.90 “ Supported Features ” means features or functionality of the Services that are not Beta Features.

     1.91 “ Term ” has the meaning given in Section 13.1 (Term).

     1.92 “ Territory ” means the U.S. and Canada.

     1.93 [*].

     1.94 [*].

     1.95 [*].

     1.96 “ Valid IP Addresses ” means those Internet protocol addresses provided by Yahoo! and approved by Google prior to implementation of the applicable Services. The list of

Valid IP Addresses may be modified by Yahoo! upon [ * ] hours notice to Google via the Google Administration Console.

     1.97 “ Yahoo! ” means Yahoo! Inc. together with all Affiliates that Yahoo! delegates its performance to, or exercises its rights through under this Agreement (for so long as such entities remain Affiliates of Yahoo!).

     1.98 “ Yahoo! Acquired Property ” means a web site in the Territory acquired by Yahoo! during the Term and added to this Agreement pursuant to written notice from Yahoo! to Google. [*]. For the avoidance of doubt, rebranding or relaunching a Yahoo! Acquired Property does not make it a Yahoo! New Property.

     1.99 “ Yahoo! New Property ” means a web site owned by Yahoo! and developed and launched by or on behalf of Yahoo! during the Term.

     1.100 “ Yahoo! Partner ” means a third-party (other than the entities included in subsection (b) of Section 1.89, unless otherwise agreed to by Google) that has entered into an agreement with Yahoo! prior to the Effective Date for the provision of Comparable Ads and that is listed in Exhibit C .

     1.101 “ Yahoo! Partner Future Property ” means a web site (a) acquired by a Yahoo! Partner during the Term or (b) developed and launched by or on behalf of such Yahoo! Partner during the Term.

     1.102 “ Yahoo! Partner Property ” means any Prospective Yahoo! Partner Property and Yahoo! Partner Future Property that is approved by Google in writing in accordance with Section 2.4 (Yahoo! Partner Properties) and otherwise complies with the terms of Exhibit B .

     1.103 “ Yahoo! Pre-Existing Property ” means a web site located at a URL listed in Exhibit E .

     1.104 “ Yahoo! Property ” means a Yahoo! Pre-Existing Property, a Yahoo! New Property or a Yahoo! Acquired Property.

     1.105 “ YAP Gross Revenues ” means Gross Revenues from Yahoo! Acquired Properties excluding [*].

2. GOOGLE SERVICES

     2.1 AFS Services .

          2.1.1 Scope of AFS Services . During the Term and subject to the terms and conditions of this Agreement, Google will provide Yahoo! with AFS Ads through its AFS Service for display on the Properties on the Initial Platforms in the Territory (regardless of where End Users are located).

          2.1.2 Implementation of AFS Services . Unless (and then only to the extent) otherwise agreed to by Google in writing, if Yahoo! implements AFS Services, Yahoo! will implement them in a manner that: (a) conforms to Google’s brand treatment guidelines for AFS Services in Exhibit F (provided that (i) upon Google’s prior written consent, Yahoo! may, but will not be required to, include Google Brand Features in implementing the AFS Services on the Properties; (ii) [ * ]; and (iv) to the extent of any conflict between the brand treatment guidelines and this Agreement, this Agreement will control); and (b) otherwise complies with the technical requirements for implementation provided by Google from time to time, including those instructions contained in the Documentation pertaining to the AFS Protocol. Exhibit G contains representative screenshots depicting the appearance of the AFS Service on a Yahoo! Property. [*].

          2.1.3 AFS Queries . Unless (and then only to the extent) otherwise approved by Google in writing: (a) AFS Queries sent to Google for processing under the AFS Service may be initiated only by (i) End Users entering text into search boxes on the Properties and AFS Client Applications as provided herein, or (ii) [*]; and (b) AFS Queries that are generated on the Properties and AFS Client Applications and sent by Yahoo! to Google for processing under the AFS Service in accordance with Google’s technical requirements, will be sent by Yahoo! to Google without editing, truncating, appending terms to or otherwise modifying the AFS Queries either individually or in the aggregate. Notwithstanding anything to the contrary in the Agreement, Google will have no obligation to process AFS Queries that are not sent in compliance with the requirements of this Agreement.

          2.1.4 [*].

     (a) [*].

     (b) Client IDs . Yahoo! must assign a separate Client ID to each category of [*].

     (c) [*].

          2.1.5 Operation of AFS Services . Yahoo! will ensure that each AFS Query will: (a) be from a range of Valid IP Addresses approved by Google for the AFS Services; (b) contain a Client ID for the AFS Services approved by Google; (c) [*]; and (d) request no fewer than [*] AFS Ads. Upon Google’s receipt of an AFS Query as described above, Google will transmit an AFS Results Set, if available, via Google’s network interface in accordance with the AFS Protocol. Google will include in each AFS Results Set, either (x) the number of AFS Ads requested by Yahoo! to the extent available (which AFS Ads will be related to the AFS Query) or (y) if no such AFS Ads are available, a response that indicates that no AFS Ads are available.

          2.1.6 Client Applications . Yahoo! may provide Google with a list of AFS Client Applications within [*] days of the Effective Date. This list may be updated from time to time by Yahoo! upon written notice to Google. Each AFS Client Application will be allowed to send AFS Queries to resolve to Results Pages on the Properties, subject to the following requirements: (a) Yahoo! and each AFS Client Application must comply with Google’s Client

Application Guidelines, the current form of which is attached as Exhibit H (“ Application Guidelines ”), as updated by Google from time to time; (b) Yahoo! is responsible for ensuring that each AFS Client Application complies with the Application Guidelines; and (c) Yahoo! must have the ability to enforce the requirements of the Application Guidelines with respect to each AFS Client Application. Yahoo! will promptly notify Google in writing when Yahoo! becomes aware of any breach of a requirement of the Application Guidelines by Yahoo! or a Partner.

          2.1.7 [*].

     (a) [*].

     (1) [*].

     (2) [*].

     (b) [*].

     (c) [*].

     (d) [*].

     (e) [*].

     (f) [*].

     (g) [*].

     2.2 AFC Services .

          2.2.1 Scope of AdSense for Content Services . During the Term and subject to the terms and conditions of this Agreement, Google will provide Yahoo! with AFC Ads and Link Units through its AFC Service for the Properties on the Initial Platforms in the Territory (regardless of where End Users are located). AFC Ads may not appear on search results pages (other than search results pages on which AFS Ads are not permitted to be served under this Agreement); registration pages ( i.e. , pages whose primary purpose is to enable users to provide or review registration information), “thank you” pages, error pages, e-mail pages or chat pages, or pages without a substantial purpose other than displaying advertising. Notwithstanding the foregoing prohibition, the Parties shall discuss in good faith (taking into account privacy concerns) allowing Yahoo! to implement the AFC Service on Yahoo!’s [*] within a reasonable period of time. AFC Ads also may not appear on pages that contain the following types of content: pornographic, obscene or excessively profane content or content intended to advocate or advance computer hacking or cracking, gambling, activity that violates applicable Laws of the geographic region in which the applicable Property is located or primarily directed, drug paraphernalia, hate, violence or racial or ethnic intolerance; provided that Yahoo! will not be in breach of the foregoing prohibition if such content is news-related or is user-generated (in which event Yahoo! will use commercially reasonable efforts to remove AFC Ads from such pages or remove such content promptly). Google may update the preceding list of prohibited types of

content on [*] days prior written notice to Yahoo! from time to time during the Term pursuant to Section 2.19 (Guidelines and Updates).

          2.2.2 Implementation of AFC Services . Unless (and then only to the extent) otherwise agreed to by Google in writing, if Yahoo! implements AFC Services, Yahoo! will implement them in a manner that: (a) conforms to Google’s brand treatment guidelines for AFC Services in Exhibit I (provided that (i) upon Google’s prior written consent, Yahoo! may, but will not be required to, include Google Brand Features in implementing the AFC Services on the Properties; (ii) the [*]; and (iii) to the extent of any conflict between the brand treatment guidelines and this Agreement, this Agreement will control); and (b) otherwise complies with the technical requirements provided by Google from time to time, including those instructions contained in the Documentation pertaining to the AFC Protocol. Exhibit J contains representative screenshots depicting the appearance of the AFC Service on a Yahoo! Property. [*].

          2.2.3 Client-Side Implementation . Yahoo! will ensure that each AFC Request will contain an AFC Client ID. Upon Google’s receipt of an AFC Request, Google will transmit, via Google’s network interface and in accordance with the AFC Protocol an AFC Results Set containing (a) the number of AFC Ads requested by Yahoo! to the extent available (which AFC Ads will be related to the web page on which such AFC Ad is displayed or related to relevant targeting criteria), or (b) if no AFC Ads are available, a response that indicates that no such AFC Ads are available. At Yahoo!’s request, the Parties will discuss in good faith implementing a solution within a reasonable period of time [*]. Notwithstanding anything to the contrary in the Agreement, Google will have no obligation to process AFC Requests that are not sent in compliance with the requirements of this Agreement.

          2.2.4 Link Units . If Yahoo! elects to implement Link Units, Yahoo! understands and agrees that in no event will End User clicks on Link Units, or the display of a Link Unit on a Property, in and of itself, qualify as a click on an Ad, or an impression, as the case may be, for purposes of determining Google’s payment or other obligations under this Agreement (unless Google generates Gross Revenues in connection therewith). For the avoidance of doubt, Yahoo! is not obligated to implement Link Units on any Property and may use its own solution so long as such solution is compliant with Section 2.8 (Queries Generally).

     2.3 [*].

     2.4 Yahoo! Partner Properties .

          2.4.1 Yahoo! must provide Google with the complete list of Prospective Yahoo! Partner Properties of Yahoo! Partners that meet the definition of a Yahoo! Partner no later than 30 days after the launch of either of the Services on the first Property under this Agreement other than for testing purposes and such list may be provided to Google in increments between the Effective Date and the end of such time period. Google will conduct a review of each Prospective Yahoo! Partner Property listed in Exhibit C as soon as reasonable but in no event later than [*] days following the date that each such Prospective Yahoo! Partner Property is added to Exhibit C . All Prospective Yahoo! Partner Properties that comply with the then-current [*] will be approved and become Yahoo! Partner Properties. If Google in good faith determines that a Prospective Yahoo! Partner Property subject to review does not meet the then-current [*],

Google will promptly notify Yahoo! of Google’s determination and the Yahoo! Partner will have [ * ] days from Google’s notice to Yahoo! to comply with the then-current [*]; Google shall, if commercially reasonable, provide information to Yahoo! regarding such non-compliance so that Yahoo! may assist the Yahoo! Partner to comply with the [*] with respect to such web site. For avoidance of doubt, the process described in this Section 2.4 shall be the only method by which any web site may become a Yahoo! Partner Property, unless otherwise agreed by the Parties in writing.

          2.4.2 After the Effective Date, Yahoo! may notify Google of its request to add a new Yahoo! Partner Future Property to this Agreement. Within [*] days of Yahoo!’s request, Google will notify Yahoo! whether it has approved Yahoo!’s request to add the Yahoo! Partner Future Property to this Agreement.

          2.4.3 For a minimum of [*] months following the rejection by Google of any Prospective Yahoo! Partner Property or Yahoo! Partner Future Property pursuant to Section 2.4.1 or 2.4.2, [*]. If, during the [*]-month period described in this Section, Google becomes aware that [*].

          2.4.4 If a web site listed in Exhibit C is, as of the Effective Date, subject to an agreement between Yahoo! and a Yahoo! Partner for the provision of Comparable Ads, but is not more than [*]% owned by the Yahoo! Partner or an Affiliate of such Yahoo! Partner, Yahoo! may display Advertising Results on such web site if, prior to such display but in no event later than [*] days after the inclusion of such web site in Exhibit C , [*].

     2.5 Client IDs and Channel IDs . Google will provide Yahoo! with the number of Client IDs and Channel IDs as reasonably requested by [*]. The Parties will [*] Yahoo!’s implementation of Client IDs and Channel IDs, taking into account [*]. At a minimum, Google will provide at least [*] Client ID for each [*] and [*] Client ID for each [*], unless [*].

     2.6 Yahoo! Ad Delivery Platforms . Google acknowledges that Yahoo! may utilize Yahoo!’s ad delivery platforms, including Yahoo!’s Right Media Exchange or any successor thereto, to transmit Queries and receive Results Sets so long as the use is in compliance with the terms of the Agreement.

     2.7 Launch of Services . At least [*] days prior to the initial launch of the Services, Yahoo! will provide Google with the projected launch date for each Property that will initially access the Services together with an aggregate estimated ramp up of Query volumes and the expected region or regions from which the Queries will be sent. For subsequent Properties, Yahoo! will provide Google with [*] days prior written notice of its intent to launch the Services on each Property together with an aggregate estimated potential ramp up of Query volumes and the expected region or regions from which the Queries will be sent. If Google reasonably believes that it will have insufficient capacity and/or resources to meet Yahoo!’s projected Query volumes and/or launch schedule, the Parties will agree, acting reasonably, upon revised launch dates, which launch dates will be as soon as commercially reasonable. Yahoo! will not launch a Service on any Property until Google’s technical personnel provide written approval of Yahoo!’s implementation of the Service on that Property, which shall not be unreasonably withheld or delayed.

     2.8 Queries Generally . Notwithstanding anything to the contrary contained in the Agreement, Yahoo! may choose to send Queries to Google in its sole discretion. Yahoo! is not obligated to send any Query from any Property, nor is Yahoo! obligated to send any minimum number of Queries. The Parties acknowledge and agree that Yahoo! may elect, in connection with any AFC Request, to (a) provide Google with [ * ] or (b) utilize [*]. For the avoidance of doubt, Google may, and the foregoing will in no event limit Google’s ability to, change or require changes to the [*] described in (a) and (b) above so long as Google does not [*].

     2.9 Display of Advertising Results . Yahoo! must display in each instance, the entire Results Set requested by Yahoo! and delivered by Google that corresponds to the Query on the applicable Property in the manner contemplated by this Agreement, without editing, filtering (except as expressly permitted in Section 2.11 (Filters and Blocking)), reordering, adding content to, truncating or modifying the content (but not the format, except in the case of pre-formatted display Ads or iFrames) of the Advertising Results. Google will provide all content in the Ad for display to End Users that it [*]. Subject to the terms of the Agreement, Yahoo! may implement the Services on the Properties in its sole discretion, including with respect to the placement and location of Ads, the number of Ads requested and the formatting of Ads ( e.g. , font size, headings and other formatting variables).

     2.10 Labeling, Branding and Attribution . Yahoo! must unambiguously mark each Ad, or each cluster or grouping of Ads, as “Sponsor(ed) Link(s),” “Sponsor(ed) Result(s),” “Sponsor(ed) Site(s),” “Advertiser(s),” “Advertiser Link(s),” “Advertisement(s),” or similar designations in native languages other than English, unless mutually agreed by Yahoo! and Google, which shall not be unreasonably withheld or delayed. In any event, the AFS Ads must be labeled in a manner as to sufficiently distinguish them from other non-monetized search results.

     2.11 Filters and Blocking .

          2.11.1 Filtering . Google will notify Yahoo! of [*]. Yahoo! may implement the filtering capabilities on any Property upon written notice to Google (which may be given by email) and Google will use commercially reasonable efforts to implement the filters in accordance with their specifications. Yahoo! may implement filtering [*]. Yahoo! may change the level of filtering selected upon notice to Google (which may be given by email) and Google will use commercially reasonable efforts to adjust the filtering in accordance with and as soon as practicable following Yahoo!’s request. Notwithstanding anything to the contrary, if Yahoo! elects to enable any filter(s), Yahoo! expressly acknowledges and agrees that (a) it is Yahoo!’s responsibility to enable the filter(s) in accordance with any instructions provided by Google, and (b) Google does not represent, warrant or covenant that all results will be limited to results elected by enabling the filter(s). For example, but without limiting the foregoing, if Yahoo! elects to enable AdSafe, Google does not represent, warrant or covenant that all objectionable advertisements will be prevented. [*].

          2.11.2 Blocking of URLs and Keywords . Google will use commercially reasonable efforts to exclude from Ads served under this Agreement (by Client ID): (a) Ads that contain the display URLs in Exhibit K and (b) Ads that contain keywords in Exhibit L . Yahoo! may update Exhibit K and Exhibit L , no more than once every [*] days, unless Yahoo! notifies Google of [*] circumstances ([*]), in which case Google will [*] update Exhibit K and Exhibit L .

Google will implement the update within [ * ] Business Days of Google’s receipt of Yahoo!’s request. The number of URLs in Exhibit K and number of keywords in Exhibit L will be subject to Google’s technical and/or architectural limitations as applied to [*]. Notwithstanding anything to the contrary, Yahoo! acknowledges and agrees that Google does not represent, warrant or covenant that no Ads will contain any of the URLs in Exhibit K or the keywords in Exhibit L . [*].

          2.11.3 Remedies; Removal and [*]. Without limiting Yahoo!’s other rights and remedies, [*]; (b) Yahoo! receives one or more regulatory inquiries with respect to an Ad or otherwise reasonably determines that an Ad could expose Yahoo! or a Yahoo! Partner to a risk of liability or subject to injunctive relief; or (c) an Ad violates Yahoo!’s advertising policies attached hereto as Exhibit M , as such policies may be updated from time to time as applied generally to Yahoo!’s partners; [*]. In the case of (c) above, if Yahoo! does [*] an Ad based on an updated policy, Yahoo! will use commercially reasonable efforts to notify Google of such updated policy and the Parties will update Exhibit M to reflect such updates. [*].

          2.11.4 Notice of Violations . If Yahoo! receives notice which alleges that the Advertising Results delivered hereunder, (a) violate any applicable Laws, and/or (b) infringe the copyrights, trademarks, service marks, trade dress or any other proprietary right of any third-party, Yahoo! will notify Google of such allegation and Google will handle the notification in accordance with Google’s then current policies and/or procedures.

     2.12 [*].

     2.13 [*].

     2.14 [*].

          2.14.1 [*].

          2.14.2 [*].

     2.15 Quality Adjustments . If Google employs quality-based price reductions or “smart pricing” (“ Quality Adjustments ”) with respect to the Properties it will (a) use commercially reasonable efforts to cooperate with Yahoo! as Yahoo! takes action to address the underlying reasons for such Quality Adjustments and (b) [*].

     2.16 [*].

     2.17 New Features and Functionality .

          2.17.1 New Features . Any new Supported Features relating to monetization or user experience, will be [*].

          2.17.2 Beta Features . Certain Services may include Beta Features. Within [*] days of the Effective Date, Google will use commercially reasonable efforts to [*]. As of the Effective Date, [*] “Google AFS XML Protocol Reference Revised: May 7, 2008”, the “AFC

JavaScript Protocol Reference dated February 29, 2008”, the “AdSense for Content HTML Protocol Reference dated February 1, 2008”, “AdSense Addendum — Blocking Competitors’ Ads dated April 11, 2008”, the “AdSense for Search Protocol Addendum: Overriding Default Targeting with Geography dated April 11, 2008”, the “AdSense for Search Protocol Reference dated April 11, 2008”, the “AdSense for Search: Adsafe Overview dated revised April 10, 2006” or the “WebSearch Ad Promotion Addendum dated April 11, 2008” [*]. Yahoo! understands and agrees that (a) Beta Features are provided “as is” and will not subject Yahoo! to any further obligations and (b) any use of Beta Features will be undertaken solely at Yahoo!’s own risk. Except as provided in [ * ], Google reserves the right, in its sole discretion, to include or cease providing Beta Features as part of any Services at any time. [*].

     2.18 Non-Exclusive Relationship . This Agreement does not prevent Yahoo! from (a) implementing on the Properties or any portion thereof (including on Results Pages) any other advertising, promotion or marketing service or monetization method, including any that are the same as or substantially similar in nature to the Services or (b) displaying Comparable Ads. The foregoing sentence does not relieve Yahoo! from complying with the obligations of this Agreement with respect to the manner in which the Ads are displayed.

     2.19 Guidelines and Updates . Except to the extent necessary to address the requirements of this Agreement, the applicable Google brand treatment guidelines, policies, technical requirements and Documentation will be [*]. To the extent Yahoo! is not in compliance with Google’s brand treatment guidelines, policies, technical requirements or Documentation, and without limiting Google’s other rights and remedies under this Agreement, Google will inform Yahoo! after Google becomes aware of the non-compliance [*]. Google may update its brand treatment guidelines, policies, technical requirements and Documentation [*].

     2.20 Test Queries . Google may send a reasonable number of uncompensated (with respect to both Yahoo! and Google) test queries to the Properties at any time as needed to verify Yahoo!’s compliance with the requirements of this Agreement. For avoidance of doubt, (a) Google and Yahoo! will work together to ensure that the test queries will not have a material impact on Yahoo!’s infrastructure and (b) the test queries will not be included in reporting sent to Yahoo!. Yahoo! will use commercially reasonable efforts to provide Google in a reasonable amount of time the means to ensure that AFS test queries generate AFS Queries, such that, for AFS Queries, failure of AFS test queries will be substantially indicative of failures experienced by End Users.

     2.21 Additional Yahoo! Obligations .

          2.21.1 Prohibited Actions . Unless otherwise approved by Google in writing and provided that the standard of care Yahoo! uses to monitor the Services is the same standard of care Yahoo! uses to monitor the Yahoo! Properties, Yahoo! shall not, and Yahoo! shall not authorize, knowingly allow or knowingly permit any third-party to:

          (a) except as expressly permitted in Section 2.11 (Filtering and Blocking) and [*], edit, modify, truncate, filter or change the order of the information contained in any Advertising Results (either individually or collectively), including, without limitation, by way of interspersing non-Google advertising within any Results

Set on a Results Page ([ * ], with no non-Google advertising interspersed among the Ads [*]);

          (b) frame any Destination Page;

          (c) redirect an End User away from the Destination Page, provide a version of the Destination Page different from the page an End User would access by going directly to the Destination Page, intersperse any content between an Advertising Result and the corresponding Destination Page or implement any click tracking or other monitoring of Advertising Results, except as otherwise explicitly permitted in Section 2.21.4 (Permitted Click Tracking);

          (d) display any Advertising Results in pop-up, pop-under, exit windows, expanding buttons, or animation [*], except as mutually agreed;

          (e) minimize, remove or otherwise inhibit the full and complete display of any Results Page, including any Advertising Results (other than as a result of normal web page rendering, [*], or End User interactions with the Results Page (which may include End Users moving, hiding and unhiding the Ads using animation)); [*];

          (f) directly or indirectly access, launch or activate the Services through or from, or otherwise incorporate the Services in, any software application, web site or other means other than the Properties or AFS Client Applications, and then only to the extent expressly permitted herein;

          (g) except to the extent expressly permitted herein, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes any Services or access thereto (including, but not limited to Advertising Results, or any part, copy or derivative thereof);

          (h) enter into any arrangement or agreement under which any third-party pays Yahoo! fees, Yahoo! pays any third-party fees, or either shares in any revenue payments or royalties for any Advertising Results [*], (ii) to the extent expressly permitted in Section 2.4 (Yahoo! Partner Properties), [*];

          (i) directly or indirectly generate Queries, or impressions of or clicks on Advertising Results, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents);

          (j) encourage or require End Users or any other persons, either with or without their knowledge, to click on Advertising Results through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent (each of the foregoing in subsections (i) and (j), a “ Fraudulent Act ”);

          (k) implement Ads on Parked Domains or access the AFS Service or AFC Service on or from the Parked Domains;

          (l) remove, deface, obscure, or alter Google’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Services, the AFS Protocol, the AFC Protocol none of which will be displayed to End Users as part of the Services or in any Ad Results, other than Ad Results for Google’s own products and services that are not otherwise blocked or filtered as requested by Yahoo!, or any other Google technology (including software) materials and Documentation, provided that if Google transmits any such trademark or proprietary rights notice with the Ad Result when Yahoo! has not agreed to include such trademark or proprietary rights notice, then Yahoo! may remove such trademark or proprietary rights notice unless the trademark is directly related to the content in the Ad Result; and

          (m) in any non-transitory manner, store or cache Advertising Results or any part, copy or derivative thereof; [ * ].

          2.21.2 Content Restrictions . No Property or AFS Client Application shall be comprised substantially of (a) pornographic, hate-related or violent content, or (b) other content that violates or encourages conduct that would violate (i) any applicable criminal Laws, (ii) any other applicable Laws, or (iii) any third-party rights in the geographic region in which such Property is located or primarily directed.

          2.21.3 Unauthorized Use . Yahoo! shall use commercially reasonable efforts to ensure that there is no use of or access to any Services through Properties that is not in compliance with the terms of the Agreement or not otherwise approved by Google, and Yahoo! shall monitor and disable any such access or use by unauthorized parties (including, but not limited to, spammers or any third-party web sites) using the same standard of care Yahoo! uses to monitor the Yahoo! Properties.

          2.21.4 Permitted Click Tracking . Yahoo! acknowledges and agrees that it is fully responsible for the implementation and operation of any click tracking or other monitoring of clicks that it may introduce in accordance with this Section 2.21.4 and that Google is not responsible for any breaches of any agreement or any problems with the implementation of any Services on any Property which may arise from the introduction by Yahoo! of such click tracking or other monitoring. Yahoo! may implement click tracking or other monitoring of End User clicks on Advertising Results provided that:

          (a) if Yahoo! wishes to implement or modify click tracking or other click monitoring that Yahoo! reasonably expects could impact the implementation or operation of the Services, Yahoo! will give Google at least [*] days prior written notice of the click tracking or other click monitoring and will work in good faith with Google to ensure there is no impact on the implementation or operation of the Services; and

          (b) if Google notifies Yahoo! of any perceived problems arising from the implementation of click tracking or other click monitoring, including but not limited to, increased or unusual levels of Invalid Clicks and Queries or non-qualifying Advertising Results (as described in Section 4.5.1 (Non-Qualifying Ads)), Yahoo! and Google will work together in good faith to try to resolve such problems as quickly as reasonably possible. If such problems are not resolved within a reasonable period of

time, Google may suspend all or part of the Services, as an interim solution solely to the extent necessary to avoid such problems, until the problems are resolved to Google’s reasonable satisfaction.

          2.21.5 Site Modifications . Google acknowledges that Yahoo! may update the design, features, functionality, operation and content of the Yahoo! Properties (and the Yahoo! Partners may update the design, features, functionality, operation and content of Yahoo! Partner Properties); including without limitation, any Results Page; provided that Yahoo! agrees that no changes may be made to Ads or the Properties that are not in accordance with this Agreement.

          2.21.6 Notice of System Changes . Without limiting Yahoo!’s rights to request or not request Google Advertising Results in accordance with this Agreement, Yahoo! will use commercially reasonable efforts to provide Google with at least [ * ] days advance written notice of any change in the code or serving technology used to display Google Advertising Results ( e.g ., a change in the advertising serving technology used) that could reasonably be expected to have a material, adverse affect on the delivery or display of Advertising Results that would make such delivery or display inconsistent with the Agreement. Senior Technical Representatives from Yahoo! and Google will meet regularly to discuss in good faith technical issues regarding implementation and operation of the Services on Yahoo! Properties and Yahoo! Partner Properties and related issues, including but not limited to, issues affecting Google’s ability to accurately monitor Service Levels with respect to the Service implementations on the Yahoo! Properties.

     2.22 Yahoo! Partner Properties . Yahoo! shall have the right to distribute AFS Ads and AFC Ads to Yahoo! Partner Properties solely in compliance with the terms and conditions contained in Exhibit B .

     2.23 Yahoo! Properties . Yahoo! must control the Yahoo! Properties where “control” for purposes of this Section 2.23 means that Yahoo! [*]. If Yahoo! no longer controls a Yahoo! Property, Yahoo! shall provide prompt written notice to Google so that Google may cease providing Services to the former Yahoo! Property. Subject to [*].

     2.24 [*].

3. OTHER BUSINESS OPPORTUNITIES

     3.1 [*].

     3.2 [*].

     3.3 [*]:

          3.3.1 [*];

          3.3.2 [*];

          3.3.3 [ * ]

          3.3.4 [*].

     3.4 IM Interoperability . The Parties agree to the additional business terms set forth in this Section 3.4. Following the Effective Date, the Parties may determine to enter into further negotiations to supplement or amend the terms of this Section 3.4 to include additional related terms appropriate to the nature of the commercial relationship described in this Section 3.4, but the absence of such additional terms or the failure of the Parties to agree on such additional terms will not affect the binding nature or enforceability of this Section 3.4.

          3.4.1 IM Interoperability . The Parties agree to enable server-to-server interoperability of their respective instant messaging (“ IM ”) networks [*] in accordance with the following provisions:

          (a) [*].

          (b) Federated Features . The Parties will mutually support certain product features that are currently available in both IM networks, which at a minimum will include the following [*] the “ Core Features ” and [*] the “ Additional Features ”); provided that [*]:

               (1) [*].

               (2) Add users on the other network as “friends” or “contacts.” “Friends” or “contacts” are end users that show up on the roster of contacts. Users should be able to include, at their option, a message in the add user flow.

               (3) See presence information of friends that have been previously added. Presence information can include online present, online idle, offline, etc.).

               (4) [*].

               (5) Send and receive text instant messages from friends on the other network if that friend is online (either present or idle).

               (6) [*].

               (7) [*].

               (8) Display network-native emoticons for key combinations that exist on that network (each Party will rationalize the list of codes and figure out what to do in fall back/unrecognized scenario).

               (9) [*].

               (10) [ * ].

               (11) [*].

               (12) [*].

               (13) [*].

               (14) [*].

               (15) [*].

               (16) [*].

               (17) [*].

               (18) [*].

          (c) Launch Timing . The Parties agree that the first date of joint public availability of IM Interoperability (either in beta or general availability) for (i) the Core Features will be [*], or such earlier date as agreed to in writing by the Parties (the “ IM Core Features Launch Date ”), and (ii) the Additional Features will be [*], or such earlier date as agreed to in writing by the Parties.

          (d) Launch Scope . The IM applications that will be offered by each Party with IM Interoperability on the IM Core Features Launch Date will include [*] implementations of the application versions of Yahoo! Messenger for Yahoo! [*] and [*] for Google. Neither Party may disable IM Interoperability [*] during the Term, unless otherwise permitted herein or as agreed to by the Parties.

          (e) [*].

          (f) Other Opportunities . The Parties will explore in good faith the possibility of supporting the following product features: (i) each Party enabling the other Party’s users to [*] and (ii) [*].

          (g) Territory . Each Party may offer IM Interoperability in their international versions of IM Interoperability applications, unless the other Party reasonably requests that a particular international version not be offered with IM Interoperability by such Party [*].

          (h) Co-Branding . Each Party may include the other Party’s brand features in its IM Interoperability applications, subject to the other Party’s prior written approval.

          (i) [*].

          (j) [ * ].

          (k) [*].

          (l) No Other Licenses . No license or other right is granted with respect to IM Interoperability, by either Party to the other, by implication, estoppel or otherwise, under any Intellectual Property Rights now or hereafter owned or controlled by such Party.

          (m) Security . The Parties will implement a reasonable security plan to limit or suspend IM Interoperability upon a security vulnerability, [*].

          (n) Legal Compliance . During the Term, each Party will be responsible for compliance with any applicable regulations and Laws[*] with respect to its IM Interoperability applications and servers. If either Party determines in good faith that it is necessary to comply with such applicable regulations and Laws with respect to IM Interoperability, the Parties shall cooperate in making necessary technical changes and may disable IM Interoperability for particular applications until compliance is met to the mutual satisfaction of the Parties.

          (o) Support . Each Party will provide any hardware, servers, monitoring resources, bandwidth, and operations support and personnel that are reasonably necessary to maintain the IM Interoperability at an operating level and quality that is substantially equivalent to the level and quality of its own IM network.

          (p) Non-Disparagement . In communicating with users about IM Interoperability, neither Party will disparage the other Party or the IM Network of the other Party.

          (q) [*].

          (r) [*].

          (s) [*].

          (t) Costs . [*] each Party will bear its own costs in enabling interoperability and performing its obligations related thereto.

          (u) [*].

     3.5 [*].

4. COMPENSATION

     4.1 AFS Services .

          4.1.1 Yahoo! Properties . Subject to [ * ], for each calendar month during the Term, Google will pay Yahoo! the percentage of Gross Revenues from AFS Services on Yahoo! Properties on the Initial Platforms in the Territory corresponding to the total Gross Revenues from the Yahoo! Properties in such month from the AFS Service as indicated in Table 1 below. For purposes of calculating such total Gross Revenues, all amounts will be converted to United States Dollars, in accordance with Section 4.5.3 (Currency Conversion) below. [*].

Table 1

          4.1.2 Yahoo! Partner Properties . For each calendar month during the Term, Google will pay Yahoo! a percentage of Gross Revenues from AFS Services on the Initial Platforms on the Yahoo! Partner Properties in the Territory equal to [*]. For purposes of this Agreement, “ Yahoo! Partner Properties Percentage ” means [*].

          4.1.3 Retained Revenues for AFS Services . [*].

     4.2 AFC Services .

          4.2.1 Yahoo! Properties . Subject to [*], for each calendar month during the Term, Google will pay Yahoo! [*]% of Gross Revenues from AFC Services on Yahoo! Properties on the Initial Platforms in the Territories.

          4.2.2 Yahoo! Partner Properties . For each calendar month during the Term, Google will pay Yahoo! [*]% of Gross Revenues from AFC Services on Yahoo! Partner Properties on the Initial Platforms in the Territories.

          4.2.3 Retained Revenues for AFC Services . [*].

     4.3 [*].

     4.4 [ * ].

     4.5 Payment .

          4.5.1 Non-Qualifying Ads . Notwithstanding anything to the contrary contained in the Agreement, Google shall not be liable for payment to the extent it has not recognized revenue from advertisers in connection with (a) invalid queries, or invalid impressions of or clicks on Ads, generated by any person, bot, automated program or similar device, including, without limitation, through any Fraudulent Act, in each case as reasonably determined by Google (“ Invalid Clicks and Queries ”); or (b) impressions of Ads or clicks on Ads delivered through an implementation which is not approved by Google pursuant to the Agreement or subsequently fails to meet Google’s implementation requirements and specifications as set forth in the Documentation. [*]. The number of Queries, and impressions of and clicks on Ads, as tracked by Google, shall be the number used in calculating payments hereunder. [*].

          4.5.2 Payment .

          (a) Method of Payment . Google will make all payments to Yahoo! Inc. in U.S. Dollars, for Gross Revenues from Properties in the United States and Canada. Google will make all payments within 30 days following the calendar month in which the Ads were displayed. Google will make payment by wire transfer in accordance with the instructions specified in Exhibit O .

          (b) Withholding and Offset Right . Google reserves the right to withhold and offset against its payment obligations hereunder, or