SEPARATION AND DISTRIBUTION AGREEMENT By and Between TIME WARNER INC. and AOL INC. Dated as of , 2009Separation and Distribution Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT dated as of , 2009, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and AOL INC., a Delaware corporation (“AOL”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
ContractSecond Tax Matters Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware
SECOND TAX MATTERS AGREEMENT (this “Agreement”), dated as of [November 12], 2009, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and AOL INC., a Delaware corporation (“AOL”, and together with TWX, the “Companies”).
EMPLOYEE MATTERS AGREEMENT By and Among TIME WARNER INC., AOL LLC, and AOL INC. Dated as of , 2009Employee Matters Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2009, by and among TIME WARNER INC., a Delaware corporation (“TWX”), AOL LLC, a Delaware limited liability company (“AOL LLC”), and AOL INC., a Delaware corporation (“AOL”).
CONFIDENTIAL MASTER SERVICES AGREEMENTMaster Services Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation
determined by AOL, including primary and secondary services, to the extent that AOL deems reasonable; and (iii) at a TW Company’s request, AOL shall delegate reverse Domain Name Services authority to such TW Company. The IP Addresses are the sole property of AOL and AOL reserves the right to change at any time the IP Addresses that a TW Company may use. In the event of a change, AOL shall provide not less than sixty (60) days prior written notice of the change and the affected TW Company shall have the right to schedule the date of change within such 30-day notice period. For additional charges as set forth in the Services Schedules, a TW Company may order additional redundant connections similar to the redundant connection referred to above.
ContractEmployment Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
EMPLOYMENT AGREEMENT made December 21, 2006 effective as of November 27, 2006 (the “Effective Date”), between AOL LLC, a Delaware limited liability company (the “Company”), and RON GRANT (“You”).
Confidential SEARCH SERVICES AGREEMENTSearch Services Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
This Search Services Agreement (the “Agreement”), dated as of August 23, 2007 (the “Effective Date”), is between AOL LLC (“AOL”), a Delaware limited liability company, with offices at 22000 AOL Way, Dulles, Virginia 20166, and Time Inc. (hereinafter “TI”), a Delaware corporation, with offices at 1271 Avenue of the Americas. New York, New York 10020. AOL and TI may be referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
This Amendment (this “Amendment”), dated as of , 2009 (“Amendment Effective Date”), is entered into by and between AOL LLC (f/k/a America Online, Inc.), a Delaware limited liability company with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 (“AOL”), and Telepictures Productions Inc., a Delaware corporation, with its principal offices at 4000 Warner Blvd., Burbank, CA 91522 (“TP”; and together with AOL, the “Parties” and each a “Party”) to amend that certain Memorandum of Understanding, effective as of July 25, 2005, between AOL and TP, as such Memorandum of Understanding may have been amended from time to time (as so amended, the “MOU”).
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT between AOL INC. and TIME WARNER INC. Dated as of , 2009Intellectual Property Cross-License Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of , 2009, between AOL Inc., a Delaware corporation (“AOL”), and Time Warner Inc., a Delaware corporation (“TWX”).
TRANSITION SERVICES AGREEMENT between TIME WARNER INC. and AOL INC. Dated as of , 2009Transition Services Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
TRANSITION SERVICES AGREEMENT (“Agreement”), dated as of , 2009, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and AOL INC., a Delaware corporation (“AOL”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of May 5, 2008 by and among AOL LLC, a Delaware limited liability company (“Parent”), Bebo, Inc., a Delaware corporation (the “Company”), and, solely in his capacity as Stockholder Representative, Michael Birch, and this Amendment hereby amends that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 12, 2008, by and among Parent, Buckingham Acquisition Corp., a Delaware corporation, the Company and, solely with respect to certain provisions specified therein, the Stockholders Representative. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
IT APPLICATION AND DATABASE AGREEMENTIt Application and Database Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
THIS IT APPLICATION AND DATABASE AGREEMENT (the “Agreement”) is made on , 2009, between AOL INC., a Delaware Corporation (“AOL”) and Time Warner Inc., a Delaware corporation (“Time Warner”).
AOL LLC NEW YORK, NEW YORK 10036AOL Inc. • October 26th, 2009 • Services-computer processing & data preparation • New York
Reference is made to your Employment Agreement dated December 21, 2006 and effective as of November 27, 2006 with AOL LLC (the “Company”), as amended by a letter agreement dated February 18, 2009 (as so amended, the “Employment Agreement”). Capitalized terms used herein but not otherwise defined in this letter agreement (“Letter Agreement”) shall have the meanings given such terms in the Employment Agreement. We have agreed that your employment with the Company will be terminated and the provisions of Section 4.2 of your Employment Agreement are to become applicable, subject to the modifications set forth in this Letter Agreement (which modifications shall be deemed to constitute an amendment to your Employment Agreement). This Letter Agreement sets fort the understandings between the Company and you concerning the termination of your employment and your entitlements under the Employment Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG AOL LLC, PUMPKIN MERGER CORPORATION, PATCH MEDIA CORPORATION AND JON BROD, AS THE STOCKHOLDERS’ AGENT DATED AS OF MAY 30, 2009Agreement and Plan of Merger • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 30, 2009 (this “Agreement”), is by and among AOL LLC, a Delaware limited liability company (“Parent”), PUMPKIN MERGER CORPORATION, a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), PATCH MEDIA CORPORATION, a Delaware corporation (the “Company”), and Jon Brod, in his capacity as the Stockholders’ Agent.
August 11, 2009AOL Inc. • October 26th, 2009 • Services-computer processing & data preparation
CONFIDENTIAL MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
This Memorandum of Understanding (together with Exhibit A, this “MOU”) is made and entered into as of July 25, 2005 (“Effective Date”) between America Online, Inc. (“AOL”), a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, and Telepictures Productions Inc. (“TP”), a Delaware corporation, with its principal offices at 4000 Warner Blvd., Burbank, CA 91522 (each a “Party” and collectively the “Parties”) and sets forth the understanding of the Parties regarding the matter addressed herein.
Private Label Publisher Master Services AgreementPrivate Label Publisher Master Services Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation
This Private Label Publisher Master Services Agreement (the “Master Terms”) is entered into between Time Inc., a Delaware Corporation located at 1271 Avenue of the Americas, New York, NY 10020 (“Time”) and Quigo Technologies, Inc., a Delaware Corporation located at 90 Park Avenue, 10th Floor, New York, NY 10016 (“Quigo”) as of the later of the two signature dates below (“Effective Date”).
Re: Amended and Restated Agreement for Delivery of Service between Level 3 Communications, LLC (“Level 3”) and AOL LLC (f/k/a/ America Online, Inc.) (“Customer”) effective as of April 18, 2000, as amended (the “Managed Modem Agreement”).Letter Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • Virginia
This letter agreement (the “Letter Agreement”) is intended to supplement that certain letter agreement by and between Level 3 and Customer dated September 1, 2009 by inserting one provision inadvertently omitted from the letter agreement, as follows:
January 9, 2008AOL Inc. • October 26th, 2009 • Services-computer processing & data preparation • Virginia
This letter (the “Agreement”) contains the key terms and conditions of your continued employment with AOL LLC (together with its subsidiaries, affiliates, and assigns, “AOL” or “the Company”) and supersedes any prior oral or written promises to you on the matters set forth herein and any other prior agreements you may have with Time Warner.
EMPLOYEE MATTERS ASSIGNMENT ANDEmployee Matters Assignment And • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
ASSUMPTION AGREEMENT (“Agreement”), dated as of , 2009 (the “Asset Distribution Date”), by and among TIME WARNER INC., a Delaware corporation (“TWX”), AOL INC., a Delaware corporation (“AOL”), and AOL LLC, a Delaware limited liability company (“AOL LLC”).
Re: Second Addendum to Private Label Publisher Master Services Agreement Dated June 15, 2007AOL Inc. • October 26th, 2009 • Services-computer processing & data preparation
Agreement dated June 15, 2007, as amended by the First Addendum dated October 8, 2008 (the “First Addendum” and collectively with the Second Addendum, the “Master Terms”) between Time Inc. (“Time”) and Quigo Technologies LLC (formerly Quigo Technologies, Inc.) (“Quigo”). Capitalized terms unless otherwise defined in this Second Addendum shall have the meanings assigned to them in the Master Terms. In the event of any conflict between this Second Addendum and any Enrollment Form and/or the Master Terms, this Second Addendum shall control.
FIRST AMENDMENT TO SEARCH SERVICES AGREEMENTSearch Services Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation
This First Amendment to the Search Services Agreement (“First Amendment”) is entered into by and between AOL LLC, (“AOL”) a Delaware limited liability company, with its principal place of business at 770 Broadway, New York, NY 10003, and Time Inc. (“TI”), a Delaware corporation with offices at 1271 Avenue of the Americas, New York, New York 10020, effective as of March 10, 2009 (the “First Amendment Effective Date”).
ContractAssignment and Assumption Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of , 2009 (the “Asset Distribution Date”), by and among TIME WARNER INC., a Delaware corporation (“TWX”), AOL INC., a Delaware corporation (“AOL”) and AOL LLC, a Delaware limited liability company (“AOL LLC”).
AOL LLC NEW YORK, NEW YORK 10003AOL Inc. • October 26th, 2009 • Services-computer processing & data preparation • Virginia
Reference is made to your Employment Agreement dated January 9, 2008 and effective as of December 1, 2007 (the “Employment Agreement”) with AOL LLC (“AOL” or the “Company”). Capitalized terms used herein but not otherwise defined in this separation agreement and release of claims (“Separation Agreement”) shall have the meanings given such terms in the Employment Agreement. We have agreed that your employment with the Company will be terminated and the provisions of Section 15 of your Employment Agreement are to become applicable, subject to the modifications set forth in this Separation Agreement (which modifications shall be deemed to constitute an amendment to your Employment Agreement). This Separation Agreement sets forth the understandings between the Company and you concerning the termination of your employment and your entitlements under the Employment Agreement. The Employment Agreement and this Separation Agreement, upon your signature, will constitute the complete agreement b
AOL LLC NEW YORK, NEW YORK 10036AOL Inc. • October 26th, 2009 • Services-computer processing & data preparation • New York
Reference is made to your Employment Agreement effective as of March 7, 2008, (the “Employment Agreement”) with Time Warner Inc. (“Time Warner”) and AOL LLC (“AOL” or the “Company”). Capitalized terms used herein but not otherwise defined in this letter agreement (“Letter Agreement”) shall have the meanings given such terms in the Employment Agreement. We have agreed that your employment with the Company will be terminated and the provisions of Section 4.2 of your Employment Agreement are to become applicable, subject to the modifications set forth in this Letter Agreement (which modifications shall be deemed to constitute an amendment to your Employment Agreement). This Letter Agreement sets forth the understandings between the Company and you concerning the termination of your employment and your entitlements under the Employment Agreement.
June 10, 2009AOL Inc. • October 26th, 2009 • Services-computer processing & data preparation
Re: First Addendum to Private Label Publisher Master Services Agreement Dated June 15, 2007AOL Inc. • October 26th, 2009 • Services-computer processing & data preparation
This letter (“Addendum”) amends the above-referenced Private Label Publisher Master Services Agreement dated June 15, 2007 (the “Master Terms”) between Time Inc. (“Time”) and Quigo Technologies, Inc. (“Quigo”). Capitalized terms unless otherwise defined in this Addendum shall have the meanings assigned to them in the Master Terms. In the event of any conflict between this Addendum and any Enrollment Form and/or the Master Terms, this Addendum shall control.
