Google, the God of all Internet God’s does not like it when sites try to pull one over on them. And recently, Findlaw.com is in Google’s hotseat. Reportedly, Google dropped FindLaw’s page rank from a 7 to a 5 when they discovered that the site was in agreement to sell a link from FindLaw.com to a law firm’s Web site for up to $2,500 a month for the sole purpose of improving that site’s search results.

This is a big no-no in the eyes of Google. According to its Webmaster Guidelines: “Buying or selling links that pass Page Rank is in violation of Google’s Webmaster guidelines and can negatively impact a site’s ranking in search results.”

After FindLaw got busted, they quickly put an end to the link sales a.k.a SEM Advantage program. And Google has returned their page rank to a 7! The moral of this story: Don’t mess with Google.

Popularity: 2% [?]

Google Contribution Agreement with Time Warner and America Online Drafted by Amlaw Top Law Firm Released by RealDealDocs.com, the Online Legal Document Source

RealDealDocs.com offers various online legal documents from agreements to contracts available for download and print. This release regards the contribution agreement for Google, America Online and Time Warner drafted by Amlaw highest value per lawyer firm Cravath Swaine.

Venice, California - RealDealDocs.com, an online leader in sample legal documents and templates. The legal website has released the contribution agreement between Google, Time Warner and America Online drafted by Amlaw highest value per lawyer firm Cravath Swaine.

A contribution agreement is a legal document detailing the roles and responsibilities of each partner, specific rights and obligations, cash-flow and reporting requirements, milestones, deliverables, and payments. The Google contribution agreement was formed with Time Warner and America Online in order to consummate a letter agreement between the corporations. The contribution agreement solidifies the terms of pre-closing actions, closing date actions, Specified Representations and Warranties of Time Warner, Representations and Warranties of Google, covenants, conditions precedent, and termination.

RealDealDocs.com is offering a preview of the Google contribution agreement as a template for professionally drafted legal documents. The law firm of Cravath Swaine is a well respected firm recently touted for the highest value per lawyer by the Amlaw publication.

Amlaw is both a website and magazine focused on legal businesses and lawyers around the world. It is a respected leader in daily news in the legal industry. Every year this respected publication publishes categorized lists of its picks of the best law firms. This annual Amlaw occurrence is the equivalent to the Academy Awards for lawyers! And RealDealDocs.com is happy to host and provide the work of many of Amlaw’s top picks.

All of the documents at RealDealDocs.com are drafted by top US law firms; including documents from Fortune 500 companies and small cap companies alike. From the National Law Journal‘s top 250 law firms, 40 of them use the RealDealDocs.com technology. And a majority of the law firms honored in the Amlaw review have their work on display and available at RealDealDocs.com.

Lawyers who use RealDealDocs.com, do so in order to lower the amount of time needed to draft a legal agreement. Even business professionals can use RealDealDocs.com in an effort to research a company or see how they handle various legal transactions.

Visitors at RealDealDocs.com can search nearly one million documents and 10 million clauses for free. As a member of RealDealDocs.com you can also edit, save and download these documents in a printer-friendly format for your own use.

RealDealDocs.com provides an enormous variety of contracts and agreements for companies in every industry from banking, clothing and marketable goods to the defense industry. And with over 10 million legal documents and clauses in addition to the Google contribution agreement, RealDealDocs.com has secured itself as an online leader in sample legal documents.

To preview Google Contribution Agreement: http://agreements.realdealdocs.com/Contribution-Agreement/CONTRIBUTION-AGREEMENT-AMONG-TIME-WARNER-1009867/

To view other Contribution Agreements by State: http://agreements.realdealdocs.com/Contribution-Agreement/states/

Popularity: 1% [?]

In September 2005, the Authors Guild had sued Google! Yep, the Guild took on Google because the Internet God struck deals with major university libraries to scan and copy millions of books in their collections. While some bolder books were in the public domain, millions of others were still under copyright protection.

According to past president of the Guild, Nick Taylor, “Google’s scanning is a plain and brazen violation of copyright law.”

And in response to Google’s explanation, which was that digitizing of these books represents a “fair use” of the material, new Guild prez, Roy Blount Jr. responded, “The hell you say!”

“Of such disagreements, lawsuits are made.”

The Authors Guild proposed this back in May 2006:

“While we don’t approve of your unauthorized scanning of our books and displaying snippets for profit, if you’re willing to do something far more ambitious and useful, and you’re willing to cut authors in for their fair share, then it would be our pleasure to work with you.”

Well, after back and forth chitter-chatter, Roy Blount Jr. reports, “Our proposal found a receptive audience at Google and at Association of American Publishers and the several publishing houses that had filed a separate lawsuit in October 2005 against Google. Reaching final agreement turned out to be not so simple, but today, after nearly two and a half years of negotiations, we’re joining with Google and the AAP and those publishers to announce the settlement of Authors Guild v. Google.

“The settlement, which must be approved by a federal judge before it takes effect, includes money for now and the prospect of money for later. There’ll be at least $45 million for authors and publishers whose in-copyright books and other copyrighted texts have been scanned without permission.”

Popularity: 2% [?]

The almighty GOOGLE is teaming up with the almighty NBC Universal to act as a broker to sell TV advertising on some NBC cable channels. In a joint collaboration agreement, the two larger than life companies state that NBC Universal will offer advertising time from several of its cable networks for Google to sell advertising through its Google TV Ads service.

“Advertisers using the Google TV Ads platform can reach NBCU Cable’s national audience and gain access to viewership data at an unprecedented scale,” the NBC Universal and Google statement said.

According to Mike Pilot, president of NBC Universal sales and marketing, and Tim Armstrong, Google’s president of advertising and commerce for North America, the partnership will make “TV ads more accountable.”

Due to Google’s deal with DISH Network, they are better able to report each second of TV usage data allowing advertisers the ability to measure viewership of their ads more precisely.

Along with this new merger, NBC Universal and Google are also going to work together to adapt the Google TV Ad service for use in local TV markets and are collaborating on custom marketing and research projects using Google TV Ads to survey audience trends.

In conclusion, first Google took over the Internet and now….Google and NBC plot on taking over the world of technology. Move over AOL, there’s something much meaner and leaner!

Popularity: 3% [?]

Ever since the Internet came of age in the mid 1990s, advertising deals have become extremely common. As we all know, companies advertise on the Internet through the usage of banners and through search engines such as Yahoo and Google in an effort to drive users to their websites. This article will analyze the key provisions usually found in Internet Advertising Agreements and will hopefully provide drafters of these agreements with guidance before they commence the difficult drafting process. For purposes of this article, the company purchasing the advertising shall be referred to as “purchaser” and the seller of the advertising shall be referred to as “advertiser.”

1. Definitions

The first paragraph of an Internet advertising agreement should set forth the definitions of the key terms that the agreement will refer to frequently. Since the agreement will likely use the term “click-through”, this term should be defined, and is usually described as a “user presence on the advertising purchaser’s website that originated through the advertiser’s promotional advertisements or promotions as part of this Agreement.”

2. Term

This paragraph should recite that the agreement will commence upon the effective date and shall last for a specified amount of time.

3. Positioning

This paragraph should clarify how the advertising banners will be positioned on the advertiser’s website. This provision may simply refer to a positioning schedule attached as an exhibit. On the other hand, if the parties decided not to agree on a specific positioning schedule, the agreement might simply recite that the advertiser has sole discretion to control the positioning so long as it uses its reasonable best efforts to position the banners in such a way as to drive traffic to the purchaser’s website. The drafter for the advertiser may also recite that the advertiser shall not be liable for any claims relating to usage statistics.

4. Click-throughs

Before a drafter of an advertising agreement can go to work, she must know whether her client will be paying per banner ad or per click-through. One “click-through” means that a user has clicked on the banner or the link to the purchaser’s website. If the agreement is for a certain amount of click-throughs per month, this provision of the agreement must clearly describe the commitments promised by the advertiser. Let’s say that the advertiser is promising 1,000 click-throughs per month. The agreement could thus read “Advertiser shall deliver no less than 1,000 click-throughs per month, and purchaser shall pay to advertiser the monthly amounts according to the payment schedule set forth in exhibit A.”

This “click-through” provision may also want to address what happens if the advertiser cannot make good on these click-through commitments. For instance, it may recite that “if advertiser misses any monthly target, advertiser shall “make good” the difference within two months. If advertiser does not make good the click-through difference within two months (60 days), purchaser may suspend that portion of its monthly payments that represent the percentage of click-throughs missed by advertiser until advertiser delivers such make goods.”

5. Exclusivity

If the deal points include an exclusivity provision, the agreement must reflect this intention. The agreement should be drafted to recite something to the effect of “no competitor of purchaser shall be permitted to place or purchase from advertiser, banner or promotional advertising as defined in Exhibit B, and advertiser agrees to use reasonable efforts to prevent third parties that are entitled to place ads on advertiser’s site from placing any banner or promotional ads of purchaser’s competitors.”

These are the most important provisions of an Internet Advertising Agreement. Other provisions covering Cancellation and Termination Limitation of Advertiser’s Liability, Indemnification, and Advertiser’s Right to Reject Advertising may also be included. In all, it is critical for the drafter of the agreement to know the deal points backwards and forwards and to carefully draft the agreement accordingly.

Popularity: 10% [?]

Exhibit 10.18

August 16^th, 2005

Dear Ms. Tilghman,

Google Inc. (the “Company”) is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”) effective as of the date of our next regularly-scheduled Board meeting, currently expected to be September 30, 2005. What follows is some information on the benefits available to you as a director of the Company (a “Director”).

As compensation for your services to the Company, you will be granted two initial equity grants. The first grant will be an option to purchase 12,000 shares of Google Class A common stock. This will be a non-qualified stock option with an exercise price equal to the closing fair market value of the underlying stock on the date of grant. The shares underlying the option will vest at the rate of 1/5^th on the date one year after you commence service as a Director and an additional 1/60^th each month thereafter, subject to your continued service as a Director on the applicable vesting date. The second grant will be in the form of 6,000 Google Stock Units (GSUs). Each GSU will entitle you to one share of Google Class A common stock when the GSU vests. Your GSUs will vest at the rate of 1/5^th on the date one year after you commence service as a Director and an additional 1/20^th each quarter thereafter, subject to your continued service as a Director on the applicable vesting date. Board grants take place on the first business day of the month following the date on which the Board approves the grant and you commence service on the Board. The option and GSUs shall be subject to the terms and conditions of the Company’s 2004 Stock Plan and their respective grant agreements, all of which documents are incorporated herein by reference.

You shall also be reimbursed for all reasonable expenses incurred by you in connection with your services to the Company, including reimbursement for first-class air travel. If on occasion commercial air travel makes attending Company business impractical, then the Company will pay for your reasonable travel expenses via private aircraft. All expense reimbursements are in accordance with established Company policies.

Board meetings are generally held on site at the Company quarterly and we would hope that your schedule would permit you to attend all of the meetings. In addition, there may be telephonic calls to address special projects that arise from time to time. The Board has delegated certain duties to other committees, which you may be asked participate on.

Nothing in this offer or the stock option agreement should be construed to interfere with or otherwise restrict in any way the rights of the Company and the Company’s stockholders to remove any individual from the Board at any time in accordance with the provisions of applicable law.

This letter sets forth the terms of your service with the Company and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by an officer of the Company and by you.

We hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate and original letter and returning them to me.

Shirley, I am looking forward to you joining the Company’s Board of Directors. I believe you will make a significant contribution to the Company and will help us to navigate our way through the future direction of the Company.

Sincerely,

Google Inc.

/s/ John L. Hennessey

John L. Hennessey

on behalf of the Nominating Committee

ACCEPTED AND AGREED TO this

30 day of August, 2005

/s/ S.M. Tilghman

Ms. Shirley Tilghman

Enclosure: Duplicate Original Letter

Popularity: 2% [?]