OVERTURE MASTER AGREEMENT

Exhibit 10.16

OVERTURE MASTER AGREEMENT

Any conflicts between the terms of this Overture Master Agreement (including the Terms and Conditions) and any applicable Rider or Exhibit will be resolved in favor of such Rider or Exhibit.

In the event Publisher acquires domain names, or an entity that owns domain names, that are subject to a separate existing agreement with Overture then such domain names shall automatically be added as additional Designated Sites that are included within the definition of Publisher’s Offering and Publisher’s Web Sites under this Agreement. At Overture’s acceptance of such Proposed Domains for inclusion under this Agreement, the parties agree to amend the Agreement to include any such additional Proposed Domains as Designated Sites (excluding any Excluded Sites) within the definitions of “Publisher’s Offerings” and, as applicable, “Publisher’s Web Sites.”

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other request generated, in whole or in part, by the application of an algorithmic or other mathematical formula. Publisher shall not redirect any URL that comprises Publisher’s Offerings to any web site other than as provided for in this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Attachments:

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TERMS AND CONDITIONS TO OVERTURE MASTER AGREEMENT

1. Definitions .

1.1 “ Above the Fold ” means visible on a computer display screen without scrolling down or to the right or to the left, at a screen resolution of 800 by 600.

1.2 “ Advertiser ” means any person or entity that has signed up with Overture to provide information or other content in connection with the Overture Services.

1.3 “ Licensed Materials ” means the Overture Links, the Overture Marks, the Yahoo Marks and the Overture Content.

1.4 “ Major Competitors ” means the following entities and any parent or subsidiary of the following entities: ***.

1.5 “ MDNH Related Party ” means any entity controlling, controlled by or under common control with Marchex, Inc. or MDNH, Inc.

1.6 “ Overture Competitors ” means the following entities and any parent or subsidiary of the following entities: ***.

1.7 “ Overture Marks ” means (a) any or all of the following, as provided by Overture to Publisher: the marks, words or phrases in which Overture has intellectual property rights; and (b) all of the following: (i) the format or general image or appearance of the Overture Content and the Web pages provided by Overture or produced by any of its technology or services; (ii) any word, symbol or device, or any combination thereof, used or intended to be used by Overture to identify and distinguish Overture’s products or services from the products or services of others, and to indicate the source of such goods or services; and (iii) any updates to the foregoing.

1.8 “ Overture Related Party ” means Yahoo and any entity controlling, controlled by or under common control with Overture.

1.9 “ Search Box ” means a graphical area on the Publisher’s Offerings through which a User may enter a Precision Match Search Query and/or a Yahoo Search Query.

1.10 “ User ” means a human end-user of the Publisher’s Offerings ( i.e. , not ‘bots, metaspiders, macro programs, Internet agents or any other automated means).

1.11 “ Yahoo ” means Yahoo! Inc., a Delaware corporation.

1.12 “ Yahoo Marks ” means any or all of the following, as provided by Overture to Publisher: the marks, words or phrases, in which Yahoo has intellectual property rights.

2. Mutual Audit . Each party (the “ Auditing Party ”), at its own expense, will be entitled to retain a reputable, independent certified public accounting firm (the “ Auditor ”) reasonably acceptable to the other party (the “ Audited Party ”) solely for the purpose of auditing, at a mutually agreed upon time during normal business hours, only those records of the Audited Party that are reasonably necessary to determine the Audited Party’s compliance with its obligations under this Agreement. Prior to an audit, the Auditing Party will require the Auditor to sign a confidentiality agreement reasonably acceptable to the Audited Party, and the results of the audit and all information reviewed during such audit will be deemed the Audited Party’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards. Auditor will be entitled to disclose to the Auditing Party only whether or not the Audited Party is in compliance with its obligations under the Agreement and, if the Audited Party is not in compliance, the amount of any non-compliance. Auditor will be precluded from disclosing any other Confidential Information of the Audited Party to the Auditing Party without the prior written consent of the Audited Party. Either party shall be entitled to one audit per calendar year during the Term, and, upon request of the Auditing Party, an additional audit may be conducted at any time during the three (3) month period following the expiration or

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termination of this Agreement. Each audit will apply to the prior twelve months under this Agreement.

3. Grant of License .

3.1 License . Subject to, and in accordance with, the terms and conditions of this Agreement, Overture grants to Publisher a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable (unless explicitly provided for under this Agreement), royalty-free license during the Term to use and display the Overture Content and the Overture Links applicable to this Agreement on Publisher’s Offerings in the Territory, and subject to Overture’s written approval on a case-by-case basis and in its sole discretion, one or more of the Overture Marks and/or Yahoo Marks on Publisher’s Offerings, solely for purposes contemplated in this Agreement. The foregoing license includes the limited right to use software code, functionality and/or URLs that may be provided by Overture to Publisher to allow Publisher to create Overture Links and receive Overture Content.

3.2 Conditions of License . The Overture Content, Overture Links, and if applicable, any licensed Overture Marks or Yahoo Marks, must be reproduced and displayed in the size, place and manner indicated in this Agreement, and only in compliance with Section 3.6 below, as such Section 3.6 may be modified from time to time by Overture in its sole discretion, and as specifically set forth in any applicable Rider (including any Exhibits attached thereto). Publisher may not alter any of the Overture Content (including, without limitation, any data contained therein), Overture Links or Overture Marks in any manner. Publisher agrees that it shall not use the Overture Marks without Overture’s prior written consent.

3.3 Ownership of Licensed Materials and Overture Services . Publisher acknowledges that, as between Overture and Publisher, all right, title and interest in the Licensed Materials and the Overture Services are exclusively owned by Overture and/or its licensors, and that no right other than the limited license granted in this Section 3 is provided to Publisher. Any rights not expressly granted in this Agreement are reserved by Overture, and all implied licenses are disclaimed. Publisher shall not assert any copyright, trademark or other intellectual property ownership or any other proprietary rights in the Licensed Materials, the Overture Services or in any element, derivation, adaptation, variation or name thereof. Publisher shall not contest the validity of, or Overture’s ownership of, any of the Licensed Materials. Publisher shall not, in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name, any Overture Marks, or any word, symbol or device, or any combination confusingly similar to, or which includes, any of the Overture Marks. Except for the limited license expressly granted herein, nothing in this Agreement shall be construed as Overture’s granting to Publisher any right, title or interest in or to the Licensed Materials, the Overture Services or any of Overture’s technology related thereto.

3.4 Goodwill and Reputation . Publisher agrees that, as between Overture and Publisher, any goodwill resulting from Publisher’s use of any Licensed Materials as contemplated in this Agreement shall inure to the benefit of Overture and shall automatically vest in Overture upon use by Publisher. Publisher shall not use any Licensed Materials in any manner that may dilute, diminish, or otherwise damage Overture’s rights and goodwill in any of the Overture Marks. If Publisher engages in any action that Overture determines, in its sole discretion, disparages or devalues the Overture Marks, or Overture’s reputation or goodwill, Overture may immediately terminate this Agreement or any license granted herein ***.

3.5 Caching of Overture Content . Publisher shall not cache any Overture Content.

3.6 Overture Usage Guidelines . Publisher may use the Overture Content, the Overture Links, and any Overture Marks or Yahoo Marks licensed pursuant to this Agreement, solely for the purposes authorized in this Agreement and only in compliance with the guidelines, specifications, directions, information and standards supplied by Overture, as such may be modified by Overture for the network from time to time. Publisher agrees to comply with any requirements established by Overture concerning the style, design, display and use of any such licensed Overture Content, Overture Links and, if applicable, Overture Marks; to correctly use the trademark symbol ^™ or registration symbol ^® with any use of the Overture Marks, if any, as instructed by Overture; and to use the registration symbol ^® upon receiving notice from Overture of the registration of any licensed Overture Marks. Publisher may not use any of the Overture Content, Overture Links or Overture Marks in any manner that implies sponsorship or endorsement by Overture of services and products other than those provided by Overture. With respect to the Yahoo Marks, Publisher agrees to abide by Yahoo’s guidelines located as of the

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Effective Date at http://docs.yahoo.com/info/permissions/guidelines.htm and http://public.yahoo.com/creative/brand/search/ powered_by[password access].

3.7 Unsupported International Traffic . This Agreement does not cover traffic originating from outside the Territory (“ unsupported international traffic ”). In the event that Publisher sends Overture unsupported international traffic, Overture may provide Publisher with a 90 day notice thereof. ***

4. Publisher Responsibilities .

4.1 Publisher’s Offerings . Publisher agrees that it is solely responsible for the ownership, development, maintenance and operation of Publisher’s Offerings and for all materials and content that appear on Publisher’s Offerings (other than any of the Licensed Materials appearing on the Publisher’s Offerings). Publisher shall not offer to Users incentives of any kind to use any of the Overture Links or the Overture Content. Publisher acknowledges and agrees that the Overture Content provided to Publisher under this Agreement is subject to the ongoing satisfaction of the Users and of Overture’s existing and potential customers and users, including the Advertisers. If Overture receives one or more complaints about Publisher or any of Publisher’s Offerings (including complaints about the traffic sent to Advertisers from Publisher’s Offerings), then Overture may immediately terminate one or more Publisher’s Web Sites from this Agreement and immediately stop providing Overture Content to such Publisher’s Web Site(s) upon notice to Publisher without incurring further liability to Publisher, except for undisputed payments then due under this Agreement. ***

4.2 Wrongful Acts . Unless specifically allowed in this Agreement, Publisher shall not authorize, permit, enable or engage in any of the following ***: (a) “blind links” ( i.e. , where Users do not know that they will be performing a search); (b) misleading links in which a User is persuaded to perform a search in order to obtain some other benefit; (c) pre-population of a Search Box; (d) searches from or after error messages; (e) “exit traffic” ( i.e. , when the User is required to perform a search prior to exiting a Web page); (f) searches required of the User in order for the User to do another function, such as leaving a Web page or closing a pop-up window; (g) searches performed upon a User hitting the back button or any other element of the browser; (h) searches or displays of Overture Content from or within pop-over or pop-under windows; (i) searches from Users who were on adult sites, unless such Users actively typed in the URL for the Publisher’s Offering at issue or such adult sites are owned by Publisher, all as approved by Overture; (j) searches from banner or other advertisements; (k) searches from or within an email; (l) the use, display, syndication, sublicense or delivery of Overture Links or Overture Content on or to any Web site or application or anywhere else other than Publisher’s Offerings; (m) the modification or alteration in any way of a Precision Match Search Query or a Yahoo Search Query; (n) the display of content (including, but not limited to, pop-up windows or expanding buttons or expanding banners) that obstructs or obscures any portion of the Overture Links or the Overture Content; (o) disabling or modifying any element of a browser; (p) replacing the User’s Web home page without the User’s express prior consent; (q) the automatic installation of any program on a User’s computer without the User’s express prior consent; and (r) the stripping, blocking, or filtering of Overture Content, whether by a software application or by any other means, or any other practice that prevents or inhibits the display of Overture Content, in whole or in part ***. If Publisher violates any provision of this Section 4.2 *** Overture may terminate this Agreement immediately without incurring further liability to Publisher, except for undisputed payments then due under this Agreement. ***

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5. ‘ Bot Traffic Identification and Collaboration; Unique Source Feed Indicators . The parties will employ commercially reasonable efforts to collaborate throughout the Term to minimize any automated or otherwise invalid use of the Overture Links or Overture Content by or through the use of ‘bots, metaspiders, macro programs, or any other automated or inappropriate means. Publisher acknowledges and agrees that in order to make it possible for Overture to identify automated ( e.g. , ‘bot traffic) or otherwise invalid search queries and the corresponding clicks on Overture Content, Publisher will provide to Overture the following tracking information (collectively, the “ Tracking Information ”): (a) an anonymous but consistent Internet Protocol address for each unique user; (b) a browser summary (i.e., user agent information) for the user; and (c) a user identification (excluding any personally identifiable information) by Publisher (if such user is ascribed a user identification by Publisher, or a unique cookie or URL tag). The Tracking Information will be provided by Publisher as follows: (x) if this Agreement contains a Rider PM or a Rider YS, in a data field at the time the Precision Match Search Query or Yahoo Search Query, as applicable, occurs, (y) if this Agreement contains a Rider CM, when the user calls up a Selected Page or (z) if this Agreement contains a Rider TE, when the recipient opens a Targeted Email. For clarity, the parties intend for this Tracking Information to be uniquely identifiable, but not personally identifiable. *** For each unique implementation of Overture Links that are identified in the Riders attached hereto, Publisher shall utilize such search URLs or other source feed indicators as may be designated by Overture from time to time. ***

6. DISCLAIMER OF WARRANTIES . TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OVERTURE AND ITS LICENSORS ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED HEREUNDER OR FOR ANY SITES THAT CAN BE LINKED TO OR FROM THE OVERTURE CONTENT OR BY MEANS OF THE OVERTURE LINKS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OVERTURE AND ITS LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.

7. Confidentiality .

7.1 Definition . “ Confidential Information ” means any information disclosed by either party to the other party during the Term, either directly or indirectly, in writing, orally or by inspection of tangible objects, that (a) is designated as “Confidential,” “Proprietary” or some similar designation or (b) a receiving party should reasonably understand to be confidential. All of the terms of this Agreement shall be deemed Confidential Information. Confidential Information will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) was already in the possession of the receiving party at the time of disclosure by the disclosing party, but only if the receiving party received it from a third party who had the right to provide such information to the receiving party; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

7.2 Restrictions . The receiving party agrees (a) not to disclose any Confidential Information of the disclosing party to any third parties; (b) not to use any such Confidential Information for any purposes except to exercise its rights and carry out its responsibilities under this Agreement; and (c) to keep the Confidential Information of the disclosing party confidential using the same degree of care the receiving party uses to protect its own Confidential Information, as long as the receiving party uses at least reasonable care. Each party hereby consents to the disclosure of its Confidential Information to the employees, officers, directors, agents, accountants, attorneys and auditors of the other party. Overture may disclose Confidential Information to Overture Related Parties pr