Exhibit 10.38
ADDENDUM
TO
ADCENTER LICENSE, HOSTING AND SUPPORT
AGREEMENT
This Addendum is entered into by and
between Ask Jeeves, Inc., a Delaware corporation
(“Partner”) and LookSmart, Ltd., a Delaware corporation
(“LookSmart”) and is an addendum to that certain
AdCenter License, Hosting and Support Agreement by and between
Partner and LookSmart entered into as of May 16, 2005 (the
“Agreement”). This Addendum is effective as of the date
Ask Jeeves signs this Addendum and gives the signed document to
LookSmart in accordance with Section 12(c) of the
Agreement.
Whereas, pursuant to
Section 5.c.i. of the Agreement, Partner has requested that
LookSmart develop additional features or functions of the AdCenter
(known as “AdCenter 1.2”), and LookSmart wishes to do
so;
Therefore Partner and LookSmart
agree as follows:
1. Project Plan . The project
plan for AdCenter 1.2 is attached as Exhibit 1
hereto.
2. Pricing and Payment .
Partner agrees to pay the sum of $[***] to LookSmart for AdCenter
1.2, as follows: [***]% of such amount upon signing this Addendum,
and [***] % of such amount within ten (10) days after the date
on which Ad Center 1.2 may be accessed and used by
Partner.
3. Delivery . LookSmart
agrees that it will deliver the features/functions to Ask Jeeves
and notify Ask Jeeves of such delivery within thirty (30) days
after the Effective Date.
4. Warranty . LookSmart
warrants that upon delivery to Ask Jeeves, the features/functions
it develops under this Addendum will meet the requirements of
Exhibit 1 , provided that Partner will notify
LookS
