LEAF GROUP LTD. (NASDAQ:LFGR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On October28, 2016, the Company and Google Inc. (Google)
entered into a new Google Services Agreement (the
Agreement) that replaces the Companys previous services
agreement with Google. to the Agreement, Google will provide the
following advertising and search services to the Company: Adsense
for Search (AFS), Adsense for Content (AFC and
together with AFS, the Advertising Services), Websearch
Service (WS) and Custom Search Engine (CSE and
together with WS, the Search Services). The Advertising
Services and the Search Services are collectively referred to
herein as the Services. The Company will receive from
Google a specified percentage of the net revenues generated by
the various Advertising Services. The Company will pay Google a
specified amount per request for the Search Services.

The Agreement is effective from November1, 2016 through
October31, 2017 (the Term), unless terminated earlier to
the terms of the Agreement; provided that the CSE services will
terminate and be removed from the Agreement as of January1, 2017.
Either party may terminate the Agreement with notice if the other
party is in material breach of the Agreement (i)where the breach
is incapable of remedy, (ii)where the breach is capable of remedy
and the party in breach fails to remedy that breach within 30
days after receiving notice from the other party, or (iii)more
than twice even if the previous breaches were remedied. Either
party may also terminate the Agreement following a change of
control of the other party. Google may also terminate the
Agreement or terminate or suspend certain Services for additional
reasons set forth in the Agreement, and Google is permitted to
discontinue the provision of certain Services by providing
advance notice to the Company as specified in the Agreement.

Google will indemnify the Company from and against all
liabilities, damages and costs arising out of a third party claim
that the authorized use of Googles technology used to provide the
Services, or any of Googles trade names, trademarks, logos or
other distinctive brand features, infringes or misappropriates
any copyright, trade secret, trademark or U.S. patent of that
third party, or arising from Googles breach of the Agreement. The
Company will indemnify Google from and against all liabilities,
damages and costs arising out of a third party claim arising from
the Companys websites that use the Services; content served to
end users of such websites that is not provided by Google; the
Companys trade names, trademarks, logos or other distinctive
brand features; or the Companys breach of the Agreement.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits