First to pounce on the SEC 8-K filing by Yahoo was PaidContent, which provides an extensive bulleted list of many of the deal terms not revealed last week during the frenzy of conference calls and articles that followed the official announcement of the Microsoft-Yahoo search deal. CNET also writes about selected aspects of the deal contained in the filing, specifically an “escape clause” (termination) for Yahoo (see below). And the AP has a short piece on how the deal terms require Microsoft to hire at least 400 Yahoo employees.

Here are some verbatim excerpts from the SEC filing:

Negotiation and Execution of the Definitive Agreements

Pursuant to the terms of the Letter Agreement, the parties will negotiate and execute the Definitive Agreements as soon as practicable but in any event by October 27, 2009 (the “Negotiation Period”). If the Definitive Agreements are not executed during the Negotiation Period, the parties will submit any disputes regarding the final terms of the Definitive Agreements to an arbitration panel.

Conditions to Commencement and Termination Prior to Commencement

Prior to the Commencement Date, the Letter Agreement and Definitive Agreements may be terminated only by (a) mutual consent, (b) if a breach renders a condition incapable of being satisfied by the Termination Date (as defined below), or (c) if the conditions to commencement have not been satisfied by July 29, 2010 (the “Termination Date”); provided that Yahoo!, in its sole discretion, has the right to extend the Termination Date by six (6) months if the required antitrust approvals have not yet been obtained.

Search and Advertising Services and Sales Agreement

For a period of ten (10) years beginning on the Commencement Date (the “Term”), Microsoft will be Yahoo!’s exclusive technology provider for algorithmic and paid search services and Microsoft will provide contextual advertising to Yahoo! on a non-exclusive basis. Yahoo! will be the exclusive worldwide relationship sales force for Yahoo!’s and Microsoft’s premium search advertisers.

The services provided by Microsoft under the Search Agreement will be provided on all web sites, applications and other online digital properties owned or operated by or on behalf of (a) Yahoo!, Yahoo! subsidiaries and Yahoo! joint venture relationships, as well as on software applications developed or distributed by Yahoo! or Yahoo! subsidiaries that provide access to or enable algorithmic search services or paid search services (“Yahoo! Properties”) and (b) Yahoo! Syndication Partners (as defined below), as well as software applications developed or distributed by Yahoo!’s Syndication Partners that provide access to or enable algorithmic search services or paid search services from Yahoo! (“Syndication Properties”). “Syndication Partner” means a third party with whom Yahoo! has contracted to provide algorithmic search services or paid search services.

Subject to certain specified restrictions, Yahoo! will have full flexibility with respect to the user experience, content and look and feel on all of its web pages, and will also be entitled to use the paid search services and algorithmic search services for non-internet search queries with minimal restriction . . .

Microsoft’s mapping services and mobile search services. Yahoo! may implement each of the mapping services and the mobile search services on a non-exclusive or an exclusive basis. Yahoo! also has the option to work with Microsoft to implement the services on other platforms. If Yahoo! elects to receive services for other platforms, it must receive such services on an exclusive basis.

Revenue Share Payments and Other Payments

During the first five years of the Term, Yahoo! will be entitled to receive 88% of the net revenues generated from Microsoft’s services on Yahoo! Properties (the “Revenue Share Rate”). Yahoo! will also be entitled to receive its share (at the Revenue Share Rate) of the net revenues generated on Syndication Properties after the Syndication Partner’s share of net revenues is deducted. For new Syndication Properties during the Term, and for all Syndication Properties after the first five years of the Term, Yahoo! will receive its share (at the Revenue Share Rate) of the net revenues generated from Microsoft’s services on Syndication Properties after the Syndication Partner’s share of net revenues and certain Microsoft costs are deducted.

On the fifth anniversary of the Commencement Date, Microsoft will have the option to terminate Yahoo!’s sales exclusivity for premium search advertisers. If Microsoft exercises its option, the Revenue Share Rate will increase to 93% for the remainder of the Term, unless Yahoo! exercises its option to retain its sales exclusivity, in which case the Revenue Share Rate would be reduced to 83% for the remainder of the Term. If Microsoft does not exercise such option, the Revenue Share Rate will be 90% for the remainder of the Term.

Microsoft will also pay Yahoo! a payment of $50 million annually during the first three (3) years of the Search Agreement. Yahoo! may use these payments to partially cover transition and implementation costs not otherwise covered under the Search Agreement.

Termination Provisions

Yahoo! may terminate the Search Agreement if the trailing 12-month average of the RPS in the United States (the “U.S. RPS”) of Yahoo! and Microsoft’s combined queries falls below a specified percentage of Google Inc.’s (“Google”) estimated RPS measured on a comparable basis or if the combined Yahoo! and Microsoft query market share in the United States falls below a specified percentage; (d) on the fifth anniversary of the Search Agreement, and any time thereafter, Yahoo! has the right to terminate the Search Agreement if the trailing 12-month average of Yahoo!’s U.S. RPS is less than a specified percentage of Google’s estimated RPS; or (e) subject to exceptions, either party may terminate if a law, regulation or order would have a significant, adverse impact on a primary aspect of such party’s intended benefit of the Search Agreement.

Transition and Implementation Plan

Microsoft will hire not less than 400 Yahoo! employees (the “Transferred Employees”) and will offer the Transferred Employees market competitive compensation packages. In addition, Yahoo! and Microsoft will mutually agree on a retention plan to be paid for by Microsoft to assist in retaining the Transferred Employees and an additional 150 Yahoo! employees to be mutually agreed upon between Microsoft and Yahoo! to assist with providing the transition services.

The deal seems broader than the “web, image and video” search scope we heard before. Yahoo can terminate the deal if certain targets aren’t meet surrounding revenue per search, benchmarked to Google. At the five year mark the parties can change who runs “premium sales.” The rev share percentages change accordingly.

On a related note, there’s an opinion piece in the Wall Street Journal that argues these terms give Redmond a bigger win than Yahoo in Microsoft CEO Steve Ballmer’s “win-win” scenario but that, in the larger scheme of things, Google may have already won the game:

The deal is a clear win for Microsoft and a qualified win for Yahoo. The big question is whether it makes any difference in the only contest that really matters, which is the one with Google. The risk for both Microsoft and Yahoo is that the contest is already over. Second place won’t really matter, especially as the competition shifts to Microsoft’s home turf: operating systems.

Millward Brown released their top “BrandZ” report for 2009 (PDF) and Google has top the list, once again. The main difference this year is that Google’s “brand value” is up 16%, from $86 billion to $100 billion this year.

Here is a chart of the top ten global brands by Millward Brown:

PageRank relies on the uniquely democratic nature of the web by using its vast link structure as an indicator of an individual page's value. In essence, Google interprets a link from page A to page B as a vote, by page A, for page B. But, Google looks at more than the sheer volume of votes, or links a page receives; it also analyzes the page that casts the vote. Votes cast by pages that are themselves "important" weigh more heavily and help to make other pages "important".

In other words, a PageRank results from a "ballot" among all the other pages on the World Wide Web about how important a page is. A hyperlink to a page counts as a vote of support. The PageRank of a page is defined recursively and depends on the number and PageRank metric of all pages that link to it ("incoming links"). A page that is linked to by many pages with high PageRank receives a high rank itself. If there are no links to a web page there is no support for that page.

Google assigns a numeric weighting from 0-10 for each webpage on the Internet; this PageRank denotes a site’s importance in the eyes of Google. The PageRank is derived from a theoretical probability value on a logarithmic scale like the Richter Scale. The PageRank of a particular page is roughly based upon the quantity of inbound links as well as the PageRank of the pages providing the links. It is known that other factors, e.g. relevance of search words on the page and actual visits to the page reported by the Google toolbar also influence the PageRank. In order to prevent manipulation, spoofing and Spamdexing, Google provides no specific details about how other factors influence PageRank.

Numerous academic papers concerning PageRank have been published since Page and Brin's original paper.In practice, the PageRank concept has proven to be vulnerable to manipulation, and extensive research has been devoted to identifying falsely inflated PageRank and ways to ignore links from documents with falsely inflated PageRank.

101 Ways to get more traffic

1. Write and submit articles . It is a the method which works. Write quality unique articles, not articles that are rehashed.
3. Write and ping blog entries. Always make sure to link back to your website with your blog posts. 
4. Make sure your website gets listed in DMOZ: http://dmoz.org/.
5. Advertise your website in the appropriate categories at Craigslist. Try posting your ads in the most populated cities in the world.6. If a niche related forum that you frequently visit allows signatures, then make sure to add your website url in there. Simple but effective advert, especially if you post helpful posts in the forum. Again, don't just post comments which are obviously just adding a link, but try to help other people, or make a useful contribution.
7. Make sure to view related products on Amazon.com. You can try and take some customers from your competitors here by providing your own url if the product is similar.
8. Review websites in your niche on Alexa to try to take some of their traffic by including a reference back to your site.
9. Review some related products on epinion.
10. If you purchase a product that you actually like, then feel free to give an individual respect when respect is due and leave a testimonial. You should be able to get some traffic from that website if your testimonial is left with a url.

11. Whenever you send an email to someone, always add your website url as a signature.
12. Keep updating content on your websites/blogs... try at least once per week.
13. Tag blog posts at social bookmarking sites, especially at http://del.icio.us/.
14. Add photos to your blog with appropriate keywords - Google Images generates traffic too.
15. Tag blog photos at Flickr.
16. Politely ask your readers to subscribe to your rss feeds.
17. Try coining your own term. Might want to trademark it if you smell that it will become popular.
18. Encourage readers to comment on your blogs.
19. Include translation for your websites/blogs, especially in Chinese.
20. Do not be boring, write about something that a wide select of people would want to know about.
21. Make sure to edit your writing (careless writing means you don't care or give enough attention to your content).
22. Comment on other related blogs.
23. Make a custom 404-error page for your website. You can provide a link back to your main website or even try to monetize it by offering a related affiliate program within your niche.
24. Sponsor a charity, most charities will link back to your website, and you are also doing a good deed.
25. Sell an item on eBay as a charity auction. Most charities will link back to both your auction and your main website.
26. Start a publicity campaign, do something that individuals in your niche will take note of.
27. Brand your website with a logo and a slogan/catch phrase.
28. Hold a crazy contest that people in your niche will talk about. This will equal more links and traffic to your website.
29. Build a tool that individuals in your niche will love and enjoy. Then give it away for free. If the tool is helpful, then you will get quality one-way links to your website.
30. Contact small newsletters sources offline and submit articles to them.
31. Become friends with editors of an offline publication.
32. Give speeches offline. Start small and local. Also, do not forget to participate in toastmasters meetings in your area.
33. Have a GREAT product. All of the marketing/advertising in the world will do you NO good if your product is sub par.
34. Make something innovative. If you are selling information, what makes your content something you cannot get from the local bookstore, Barnes and noble or even eBay for that matter?
35. Is your product groundbreaking? Will you leave individuals with no choice but to talk about your product or service? If not, strive to improve.
36. Are you selling something that wide groups of people want to know about but there is limited/scarce knowledge? If not aim for a more targeted niche, which there is lack of knowledge for.
37. Write good content, if your writing is good then people will share it with their friends. In addition, webmasters will use it as content on their website with a reference back to your article, or at least they should.
38. Spark emotions. If you get people emotional about something then they will most likely talk about it.
39. Get a custom t-shirt made with your website url on it, and wear it often.
40. Build a list of subscribers. Your list is like a golden asset to you if utilized correctly.
41. Write tip articles, such as "Ten easy tips to blank-blank-blank.
42. Buy traffic from the search engines by utilizing one of their PPC campaigns.
43. Open up a myspace account and find targeted friends so that you can promote your services to them. Again, do not spam, or be annoying, you will do more harm than good. Be helpful.
44. Solicit a link from your local chamber of commerce.
45. Have an easy to remember domain name. If your domain name is too long or not memorable then people may forget your site.
46. Add a bookmark option to your website/blogs.
47. Purchase the misspelled versions of your domain name and have it redirect to your main one.
48. Use keywords in your image alt tags. 
49. Make sure to include appropriate keywords in your title tag, search engines show more prominence or importance to keywords here.
50. Place appropriate keywords in your anchor text when linking.
51. If you have a profile anywhere online, always include appropriate keywords and link back to your website.
52. Try to get links from websites within your niche with a high pr (pagerank). Some The more one-way links (inbound links/backlinks) you have to your website, the higher your pr will become. Pagerank is important because websites with higher prs tend to have a higher search results in Google. It is a no brainier that if you can get number one for a competitive keyword then you will have enough traffic that you can handle...
53. Outsource grunt work. Time is in essence money.... you can hire individuals at freelance services to send emails, request JV proposals, or to answer questions from prospective or current customers.
54. Offer something for FREE. Abracadabra is not the magic word, FREE is. It is like a worm on a pole for a fish in the water.... its bait! Offer a free mini course or free ebook to help collect more subscribers. You can always offer a backend to monetize on this opportunity, such as an affiliate product for example.

55. After someone orders from you offer a one-time offer that compliments your product. For example, if I offered a traffic ebook, then after the individual purchase it would make sense for me to offer a traffic conversion bonus for a limited time only.
56. Become the virus within your niche. Make yourself the bug and have people talking about your product. When people talk about your product
then you can induce the viral effect. However, you must give people a reason to talk about you, and being like everyone else is not one.
57. Do your research and find expensive niches to tap into. A good way to do this is to find how expensive someone is paying for a keyword on
a PPC search engine. If you can sell items that are more expensive more often then it is a quicker way to get rich.
58. Become an active respected member of niche related forums. You can do this by offering quality posts. Hint Hint, it is not the number of
posts you make, it is the quality. Remember, quality or quantity. Many useless or negative posts will have people looking at you funny.
59. Test, test, test. Your flushing money down the toilet if your not testing to see what campaigns are bringing you in the most money compared to which ones are costing you money. When you test, you can eliminate the campaigns that are costing you dollars so that you can properly maximize your marketing efforts. Without proper testing, you are pretty much lost and can't improve. You can only guess to what has or what is working. With proper testing, you do not guess, you know.
60. Stay up to date on what is going on in the world, you can monetize off hot topic trends.
61. Network, when you know more people you can find people that can help you get what you need.
62. Offer an affiliate program for your product or service. Make sure to let your satisfied customers know that you have one, if they like your product then they will be even more delighted to know that they will get money for referring you. (And they will be providing links to your website)
63. Write and give away a free ebook or report. It does not have to be long as long as its quality information neatly formatted and put together. You can also make a brandable ebook or report and allow affiliates the opportunity to brand their affiliate links in there to pass on to the next individual. You can then send this ebook to your subscribers or submit it to ebook directories.
64. Add viral components to your blog such as social bookmarking options, and a refer a friend option.
65. Be funny, people like something that will make them laugh and they will spread it for you if it is a genius idea.
66. Syndicate your content by using an RSS feeds on your website.
67. Answer people's questions on Yahoo! answers with a link to your website in the sources area.
68. Put a link in the "about me" section of your eBay profile.
69. Make and upload a viral video to you tube. Use appropriate keywords in the video description for your target audience.
70. Record an informative podcast and submit them to poplar podcast directories.
71. Provide helpful answers for Google adsense on their help forum with a link back to your website. Go here to check it out:
http://groups.google.com/group/adsense-help
72. Get people to comment and add content to your site. When they do this, they will provide you unique content, no need to pay for
ghostwritten articles.
73. If you cannot get JVs, then try to bribe webmasters for sponsored advertising space on their newsletters.
74. Include a media section on your website so that you will give the media an easy way to stay up to date on what your company is doing.
75. Try to teach a class at your local community college or university. The more exposure you get in the public, the more credibility you will
receive.
76. Make a screensaver and make it easy for individuals in your niche to download it. Have eye candy graphics combined with your company logo to brand yourself.
77. Write something controversial and spread it freely to your target market. It can be something as idiotic as the Da Vinci code, but as long people talk about it, its a successful campaign. A few hints, something controversial is something that goes against established beliefs in your market.
78. Write and publish a book. Having your own book is a quick way to gain credibility.
79. Take a guru in your niche out to lunch, and pay for it.
80. Start an organization or club about something. This can be done online through Yahoo! or Google groups.
81. Volunteer. Donate your time to a good clause...you can always network with people and form connections at the same time.
82. Get involved in your community and try to run some type of outreach program.
83. Offer good customer service, you may be surprised on how many referrals you get just be having a reliable one.
84. Consider adding a direct mail marketing campaign to your marketing arsenal.
85. Put an ad in your local yellow pages to get some local customers.Yellow pages tend to be more successful then newspaper ads because
individuals are looking for a particular service when they are browsing through the yellow pages as opposed to newspapers.
86. Post bulletins in your local supermarket. However, since not everyone may carry a pen or pencil, place your contact information and
url on strips on the bottom so that individuals can rip it off and take it with them.
87. Host your own commercial so you can put "as seen on TV" on your products.
88. Conduct surveys and publish them. These make you appear as an expert in your field of study.
89. Break a record or shoot to be in the Guinness world records for something.
90. Make a sitemap for your website.
91. Use a favicon for your site.
92. Make your visitors more involved in your website. Comments / forums / surveys / polls all allow your visitors to contribute and feel involved.
93. Make sure you have no broken links on your site, and make sure that your website shows clearly in all browsers.
94. Find domain names that get traffic, purchase them, and have them redirect to your website.
95. Spell correctly whenever using keywords in writing.
96. Look at sites related to your niche to try to figure out how they get their traffic.
97. Properly optimize your website for the right keywords.
98. Try to avoid java scripts on your website as much as possible.
99. Do not use frames on your website.
100. If your website becomes popular and starts getting lots of traffic, try switching to a dedicated server. The longer you site is down equals the more lost visitors you will have.
101. Write a quality 101 article about a steamy topic that people want to know more about in your niche.