By David Cohen on August 5, 2009 9:47 AM

Yahoo! Files Microsoft Deal Details with SEC

Yahoo! filed details of its search and advertising agreement with Microsoft with the Securities and Exchange Commission, and Silicon Alley Insider fished out some of the highlights.

According to the SEC filing:

· The agreement must be finalized and executed by Oct. 27.

· An arbitration panel will moderate any disputes and set the pact’s final language.

· The deal can be terminated by mutual consent by July 29, 2010, but Yahoo! can extend that date by six months if the necessary antitrust approvals aren’t rubber-stamped by then.

· Yahoo! gets an 88% share for the first five years on Yahoo! properties, and then after five years, Microsoft has the option to kill Yahoo!’s sales exclusivity for premium-search advertisers. If it does, Yahoo!’s revenue-share rate will rise to 93% unless Yahoo! exercises its option to retain exclusivity, in which case it would drop to 83%. If Microsoft does not exercise that option, the rate will be 90%.

· Microsoft will pay Yahoo! $50 million annually for the first three years of the deal.

· Yahoo! can terminate the contract if the trailing 12-month average revenue per search of their combined queries in the United States falls below “a specified percentage” of Google’s estimated RPS, or if the combined Yahoo!-Microsoft query market share falls below a specified point. Yahoo! can also cancel the deal after five years if the trailing 12-month average of Yahoo!’s U.S. RPS is less than a specified percentage of Google’s RPS.

· If Microsoft tries to sell its search business, Yahoo! has the right of first refusal and right of last offer to buy it.

· Microsoft will hire at least 400 Yahoo! employees and pay them competitively, and the companies will also agree on a retention plan to keep those 400 and an additional 150 Yahoo! employees to help during the transition.

· The companies will swap worldwide patent cross-licenses.