Indemnification Agreement - Corio Inc.


                                   CORIO, INC.

                            INDEMNIFICATION AGREEMENT



        This Indemnification Agreement ("Agreement") is effective as of _______,
_______ by and between Corio, Inc., a Delaware corporation (the "Company"), and
____________________ ("Indemnitee").

        WHEREAS, the Company desires to attract and retain the services of
highly qualified individuals, such as Indemnitee, to serve the Company and its
related entities;

        WHEREAS, in order to induce Indemnitee to continue to provide services
to the Company, the Company wishes to provide for the indemnification of, and
the advancement of expenses to, Indemnitee to the maximum extent permitted by
law;

        WHEREAS, the Company and Indemnitee recognize the continued difficulty
in obtaining liability insurance for the Company's directors, officers,
employees, agents and fiduciaries, the significant increases in the cost of such
insurance and the general reductions in the coverage of such insurance;

        WHEREAS, the Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting directors, officers,
employees, agents and fiduciaries to expensive litigation risks at the same time
as the availability and coverage of liability insurance has been severely
limited; and

        WHEREAS, in view of the considerations set forth above, the Company
desires that Indemnitee shall be indemnified and advanced expenses by the
Company as set forth herein;

        NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth
below.

        1. Certain Definitions.

               (a) "Change in Control" shall mean, and shall be deemed to have
occurred if, on or after the date of this Agreement, (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended), other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company acting in such capacity or a corporation
owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company, becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing more than 50% of the total
voting power represented by the Company's then 


                                       1
   2

outstanding Voting Securities, (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders was approved
by a vote of at least two thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
related transactions) all or substantially all of the Company's assets.

               (b) "Claim" shall mean with respect to a Covered Event: any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, inquiry or investigation that Indemnitee
in good faith believes might lead to the institution of any such action, suit,
proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative, investigative or other.

               (c) References to the "Company" shall include, in addition to
Corio, Inc., any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger to which Corio, Inc. (or any
of its wholly owned subsidiaries) is a party which, if its separate existence
had continued, would have had power and authority to indemnify its directors,
officers, employees, agents or fiduciaries, so that if Indemnitee is or was a
director, officer, employee, agent or fiduciary of such constituent corporation,
or is or was serving at the request of such constituent corporation as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.

               (d) "Covered Event" shall mean any event or occurrence related to
the fact that Indemnitee is or was a director, officer, employee, agent or
fiduciary of the Company, or any subsidiary of the Company, or is or was serving
at the request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action or inaction on the part of Indemnitee
while serving in such capacity.


                                       2
   3

               (e) "Expenses" shall mean any and all expenses (including
attorneys' fees and all other costs, expenses and obligations incurred in
connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, to be a witness in or to
participate in, any action, suit, proceeding, alternative dispute resolution
mechanism, hearing, inquiry or investigation), judgments, fines, penalties and
amounts paid in settlement (if such settlement is approved in advance by the
Company, which approval shall not be unreasonably withheld) of any Claim and any
federal, state, local or foreign taxes imposed on the Indemnitee as a result of
the actual or deemed receipt of any payments under this Agreement.

               (f) "Expense Advance" shall mean a payment to Indemnitee pursuant
to Section 3 of Expenses in advance of the settlement of or final judgement in
any action, suit, proceeding or alternative dispute resolution mechanism,
hearing, inquiry or investigation which constitutes a Claim.

               (g) "Independent Legal Counsel" shall mean an attorney or firm of
attorneys, selected in accordance with the provisions of Section 2(d) hereof,
who shall not have otherwise performed services for the Company or Indemnitee
within the last three years (other than with respect to matters concerning the
rights of Indemnitee under this Agreement, or of other Indemnitees under similar
indemnity agreements).

               (h) References to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
Indemnitee with respect to an employee benefit plan; and references to "serving
at the request of the Company" shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves
services by, such director, officer, employee, agent or fiduciary with respect
to an employee benefit plan, its participants or its beneficiaries; and if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan, Indemnitee shall be deemed to have acted in a manner "not opposed to the
best interests of the Company" as referred to in this Agreement.

               (i) "Reviewing Party" shall mean, subject to the provisions of
Section 2(d), any person or body appointed by the Board of Directors in
accordance with applicable law to review the Company's obligations hereunder and
under applicable law, which may include a member or members of the Company's
Board of Directors, Independent Legal Counsel or any other person or body not a
party to the particular Claim for which Indemnitee is seeking indemnification.

               (j) "Section" refers to a section of this Agreement unless
otherwise indicated.

               (k) "Voting Securities" shall mean any securities of the Company
that vote in the election of directors.

        2. Indemnification.


                                       3
   4

               (a) Indemnification of Expenses. Subject to the provisions of
Section 2(b) below, the Company shall indemnify Indemnitee for Expenses to the
fullest extent permitted by law if Indemnitee was or is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, any Claim (whether by reason of or arising in
part out of a Covered Event), including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses.

               (b) Review of Indemnification Obligations. Notwithstanding the
foregoing, in the event any Reviewing Party shall have determined (in a written
opinion, in any case in which Independent Legal Counsel is the Reviewing Party)
that Indemnitee is not entitled to be indemnified hereunder under applicable
law, (i) the Company shall have no further obligation under Section 2(a) to make
any payments to Indemnitee not made prior to such determination by such
Reviewing Party, and (ii) the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the Company) for all Expenses
theretofore paid to Indemnitee to which Indemnitee is not entitled hereunder
under applicable law; provided, however, that if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to
secure a determination that Indemnitee is entitled to be indemnified hereunder
under applicable law, any determination made by any Reviewing Party that
Indemnitee is not entitled to be indemnified hereunder under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the
Company for any Expenses theretofore paid in indemnifying Indemnitee until a
final judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed). Indemnitee's
obligation to reimburse the Company for any Expenses shall be unsecured and no
interest shall be charged thereon.

               (c) Indemnitee Rights on Unfavorable Determination; Binding
Effect. If any Reviewing Party determines that Indemnitee substantively is not
entitled to be indemnified hereunder in whole or in part under applicable law,
Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by such
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and, subject to the provisions of Section 15, the Company hereby
consents to service of process and to appear in any such proceeding. Absent such
litigation, any determination by any Reviewing Party shall be conclusive and
binding on the Company and Indemnitee.

               (d) Selection of Reviewing Party; Change in Control. If there has
not been a Change in Control, any Reviewing Party shall be selected by the Board
of Directors, and if there has been such a Change in Control (other than a
Change in Control which has been approved by a majority of the Company's Board
of Directors who were directors immediately prior to such Change in Control),
any Reviewing Party with respect to all matters thereafter arising concerning
the rights of Indemnitee to indemnification of Expenses under this Agreement or
any other agreement or under the Company's Certificate of Incorporation or
Bylaws as now or hereafter in effect, or under any other applicable law, if
desired by Indemnitee, shall be Independent Legal 


                                       4
   5

Counsel selected by Indemnitee and approved by the Company (which approval shall
not be unreasonably withheld). Such counsel, among other things, shall render
its written opinion to the Company and Indemnitee as to whether and to what
extent Indemnitee would be entitled to be indemnified hereunder under applicable
law and the Company agrees to abide by such opinion. The Company agrees to pay
the reasonable fees of the Independent Legal Counsel referred to above and to
indemnify fully such counsel against any and all expenses (including attorneys'
fees), claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto. Notwithstanding any other provision
of this Agreement, the Company shall not be required to pay Expenses of more
than one Independent Legal Counsel in connection with all matters concerning a
single Indemnitee, and such Independent Legal Counsel shall be the Independent
Legal Counsel for any or all other Indemnitees unless (i) the Company otherwise
determines or (ii) any Indemnitee shall provide a written statement setting
forth in detail a reasonable objection to such Independent Legal Counsel
representing other Indemnitees.

               (e) Mandatory Payment of Expenses. Notwithstanding any other
provision of this Agreement other than Section 10 hereof, to the extent that
Indemnitee has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in defense of any
Claim, Indemnitee shall be indemnified against all Expenses incurred by
Indemnitee in connection therewith.

        3. Expense Advances.

               (a) Obligation to Make Expense Advances. Upon receipt of a
written undertaking by or on behalf of the Indemnitee to repay such amounts if
it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified therefore by the Company hereunder under applicable law, the Company
shall make Expense Advances to Indemnitee.

               (b) Form of Undertaking. Any obligation to repay any Expense
Advances hereunder pursuant to a written undertaking by the Indemnitee shall be
unsecured and no interest shall be charged thereon.

               (c) Determination of Reasonable Expense Advances. The parties
agree that for the purposes of any Expense Advance for which Indemnitee has made
written demand to the Company in accordance with this Agreement, all Expenses
included in such Expense Advance that are certified by affidavit of Indemnitee's
counsel as being reasonable shall be presumed conclusively to be reasonable.

        4. Procedures for Indemnification and Expense Advances.

               (a) Timing of Payments. All payments of Expenses (including,
without limitation, Expense Advances) by the Company to the Indemnitee pursuant
to this Agreement shall be made to the fullest extent permitted by law as soon
as practicable after written demand by 


                                       5
   6

Indemnitee therefor is presented to the Company, but in no event later than
thirty (30) business days after such written demand by Indemnitee is presented
to the Company, except in the case of Expense Advances, which shall be made no
later than ten (10) business days after such written demand by Indemnitee is
presented to the Company.

               (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a
condition precedent to Indemnitee's right to be indemnified or Indemnitee's
right to receive Expense Advances under this Agreement, give the Company notice
in writing as soon as practicable of any Claim made against Indemnitee for which
indemnification will or could be sought under this Agreement. Notice to the
Company shall be directed to the Chief Executive Officer of the Company at the
address shown on the signature page of this Agreement (or such other address as
the Company shall designate in writing to Indemnitee). In addition, Indemnitee
shall give the Company such information and cooperation as it may reasonably
require and as shall be within Indemnitee's power.

               (c) No Presumptions; Burden of Proof. For purposes of this
Agreement, the termination of any Claim by judgment, order, settlement (whether
with or without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by this
Agreement or applicable law. In addition, neither the failure of any Reviewing
Party to have made a determination as to whether Indemnitee has met any
particular standard of conduct or had any particular belief, nor an actual
determination by any Reviewing Party that Indemnitee has not met such standard
of conduct or did not have such belief, prior to the commencement of legal
proceedings by Indemnitee to secure a judicial determination that Indemnitee
should be indemnified under this Agreement under applicable law, shall be a
defense to Indemnitee's claim or create a presumption that Indemnitee has not
met any particular standard of conduct or did not have any particular belief. In
connection with any determination by any Reviewing Party or otherwise as to
whether the Indemnitee is entitled to be indemnified hereunder under applicable
law, the burden of proof shall be on the Company to establish that Indemnitee is
not so entitled.

               (d) Notice to Insurers. If, at the time of the receipt by the
Company of a notice of a Claim pursuant to Section 4(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such Claim in
accordance with the terms of such policies.

               (e) Selection of Counsel. In the event the Company shall be
obligated hereunder to provide indemnification for or make any Expense Advances
with respect to the Expenses of any Claim, the Company, if appropriate, shall be
entitled to assume the defense of 


                                       6
   7

such Claim with counsel approved by Indemnitee (which approval shall not be
unreasonably withheld) upon the delivery to Indemnitee of written notice of the
Company's election to do so. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees or
expenses of separate counsel subsequently retained by or on behalf of Indemnitee
with respect to the same Claim; provided that, (i) Indemnitee shall have the
right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's
expense and (ii) if (A) the employment of separate counsel by Indemnitee has
been previously authorized by the Company, (B) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and
Indemnitee in the conduct of any such defense, or (C) the Company shall not
continue to retain such counsel to defend such Claim, then the fees and expenses
of Indemnitee's separate counsel shall be Expenses for which Indemnitee may
receive indemnification or Expense Advances hereunder.

        5. Additional Indemnification Rights; Nonexclusivity.

               (a) Scope. The Company hereby agrees to indemnify the Indemnitee
to the fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by the other provisions of this
Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or
by statute. In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a Delaware
corporation to indemnify a member of its board of directors or an officer,
employee, agent or fiduciary, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change. In the event of any change in any applicable law, statute or rule which
narrows the right of a Delaware corporation to indemnify a member of its board
of directors or an officer, employee, agent or fiduciary, such change, to the
extent not otherwise required by such law, statute or rule to be applied to this
Agreement, shall have no effect on this Agreement or the parties' rights and
obligations hereunder except as set forth in Section 10(a) hereof.

               (b) Nonexclusivity. The indemnification and the payment of
Expense Advances provided by this Agreement shall be in addition to any rights
to which Indemnitee may be entitled under the Company's Certificate of
Incorporation, its Bylaws, any other agreement, any vote of stockholders or
disinterested directors, the General Corporation Law of the State of Delaware,
or otherwise. The indemnification and the payment of Expense Advances provided
under this Agreement shall continue as to Indemnitee for any action taken or not
taken while serving in an indemnified capacity even though subsequent thereto
Indemnitee may have ceased to serve in such capacity.

        6. No Duplication of Payments. The Company shall not be liable under
this Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, provision 


                                       7
   8

of the Company's Certificate of Incorporation, Bylaws or otherwise) of the
amounts otherwise payable hereunder.

        7. Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of Expenses incurred in connection with any Claim, but not, however, for
all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

        8. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge
that in certain instances, federal law or applicable public policy may prohibit
the Company from indemnifying its directors, officers, employees, agents or
fiduciaries under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a determination of the
Company's right under public policy to indemnify Indemnitee.

        9. Liability Insurance. To the extent the Company maintains liability
insurance applicable to directors, officers, employees, agents or fiduciaries,
Indemnitee shall be covered by such policies in such a manner as to provide
Indemnitee the same rights and benefits as are provided to the most favorably
insured of the Company's directors, if Indemnitee is a director; or of the
Company's officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary.

        10. Exceptions. Notwithstanding any other provision of this Agreement,
the Company shall not be obligated pursuant to the terms of this Agreement:

               (a) Excluded Action or Omissions. To indemnify or make Expense
Advances to Indemnitee with respect to Claims arising out of acts, omissions or
transactions for which Indemnitee is prohibited from receiving indemnification
under applicable law.

               (b) Claims Initiated by Indemnitee. To indemnify or make Expense
Advances to Indemnitee with respect to Claims initiated or brought voluntarily
by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i)
with respect to actions or proceedings brought to establish or enforce a right
to indemnification under this Agreement or any other agreement or insurance
policy or under the Company's Certificate of Incorporation or Bylaws now or
hereafter in effect relating to Claims for Covered Events, (ii) in specific
cases if the Board of Directors has approved the initiation or bringing of such
Claim, or (iii) as otherwise required under Section 145 of the Delaware General
Corporation Law, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, Expense Advances, or insurance recovery, as
the case may be.


                                       8
   9

               (c) Lack of Good Faith. To indemnify Indemnitee for any Expenses
incurred by the Indemnitee with respect to any action instituted (i) by
Indemnitee to enforce or interpret this Agreement, if a court having
jurisdiction over such action determines as provided in Section 13 that each of
the material assertions made by the Indemnitee as a basis for such action was
not made in good faith or was frivolous, or (ii) by or in the name of the
Company to enforce or interpret this Agreement, if a court having jurisdiction
over such action determines as provided in Section 13 that each of the material
defenses asserted by Indemnitee in such action was made in bad faith or was
frivolous.

               (d) Claims Under Section 16(b). To indemnify Indemnitee for
Expenses and the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or any similar successor statute.

        11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

        12. Binding Effect; Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), spouses, heirs and
personal and legal representatives. The Company shall require and cause any
successor (whether direct or indirect, and whether by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of
the business or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place. This Agreement
shall continue in effect regardless of whether Indemnitee continues to serve as
a director, officer, employee, agent or fiduciary (as applicable) of the Company
or of any other enterprise at the Company's request.

        13. Expenses Incurred in Action Relating to Enforcement or
Interpretation. In the event that any action is instituted by Indemnitee under
this Agreement or under any liability insurance policies maintained by the
Company to enforce or interpret any of the terms hereof or thereof, Indemnitee
shall be entitled to be indemnified for all Expenses incurred by Indemnitee with
respect to such action (including, without limitation, attorneys' fees),
regardless of whether Indemnitee is ultimately successful in such action, unless
as a part of such action a court having jurisdiction over such action makes a
final judicial determination (as to which all rights of appeal therefrom have
been exhausted or lapsed) that each of the material assertions made by
Indemnitee as a basis for such action was not made in good faith or was
frivolous; provided, however, that until such final judicial determination is
made, Indemnitee shall be entitled under Section 3 to receive payment of Expense
Advances hereunder with respect to such action. In the event of an action
instituted by or 


                                       9
   10

in the name of the Company under this Agreement to enforce or interpret any of
the terms of this Agreement, Indemnitee shall be entitled to be indemnified for
all Expenses incurred by Indemnitee in defense of such action (including,
without limitation, costs and expenses incurred with respect to Indemnitee's
counterclaims and cross-claims made in such action), unless as a part of such
action a court having jurisdiction over such action makes a final judicial
determination (as to which all rights of appeal therefrom have been exhausted or
lapsed) that each of the material defenses asserted by Indemnitee in such action
was made in bad faith or was frivolous; provided, however, that until such final
judicial determination is made, Indemnitee shall be entitled under Section 3 to
receive payment of Expense Advances hereunder with respect to such action.

        14. Period of Limitations. No legal action shall be brought and no cause
of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such two year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.

        15. Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and signed for by the party addressed, on the date of such
delivery, or (ii) if mailed by domestic certified or registered mail with
postage prepaid, on the third business day after the date postmarked. Addresses
for notice to either party are as shown on the signature page of this Agreement,
or as subsequently modified by written notice.

        16. Consent to Jurisdiction. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be commenced, prosecuted and continued only in the Court of
Chancery of the State of Delaware in and for New Castle County, which shall be
the exclusive and only proper forum for adjudicating such a claim.

        17. Severability. The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of this Agreement containing any
provision held to be invalid, void or otherwise unenforceable, that is not
itself invalid, void or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or
unenforceable.


                                       10
   11

        18. Choice of Law. This Agreement, and all rights, remedies,
liabilities, powers and duties of the parties to this Agreement, shall be
governed by and construed in accordance with the laws of the State of Delaware
as applied to contracts between Delaware residents entered into and to be
performed entirely in the State of Delaware without regard to principles of
conflicts of laws.

        19. Subrogation. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

        20. Amendment and Termination. No amendment, modification, termination
or cancellation of this Agreement shall be effective unless it is in writing
signed by both the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed to be or shall constitute a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver.

        21. Integration and Entire Agreement. This Agreement sets forth the
entire understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties hereto.

        22. No Construction as Employment Agreement. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in
the employ of the Company or any of its subsidiaries or affiliated entities.


                                       11
   12

        IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement as of the date first above written.


                                       CORIO, INC.
                                       A Delaware Corporation

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       Address:      700 Bay Road, Suite 210
                                                     Redwood City, CA  94063


AGREED TO AND ACCEPTED

INDEMNITEE:

---------------------------------
         (signature)

Name:                                              
     ----------------------------
Address:                                           
        -------------------------



                                       12

EX-10.2
8
EXHIBIT 10.2

   1
                                                                    EXHIBIT 10.2

                            HOSTING LICENSE AGREEMENT

This Hosting License Agreement ("Agreement") is entered into as of June 30, 1999
(the "Effective Date"), by and between Active Software, Inc., a California
corporation with its principal place of business at 3333 Octavius Drive, Santa
Clara, California 95054 ("Active"), and Corio, Inc., a Delaware corporation with
its principal place of business at 700 Bay Road, Redwood City, California 94063
("Partner").

                                    RECITALS

        1. Active develops and distributes software (the "Active Materials," as
defined below) which enables the integration of certain third party software
with other third party software.

        2. Partner hosts certain third party software (the "Third Party
Software," as defined below) for its customers.

        3. Active wishes Partner to integrate certain Active Materials into the
Third Party Software and host the Integrated Hosting Services (as defined
below), and Partner wishes to obtain the right to integrate the Active Materials
and host the Integrated Hosting Services.

                                    AGREEMENT

        IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE
PARTIES AGREE AS FOLLOWS:

1.      Definitions.


"Active Materials" means the Licensed Materials.

"Adapter" means the adapter and/or agent software described under the heading
"Adapters" in Exhibit A, in Object Code format only, which Active distributes or
develops and which interfaces between the Integration Kit and the Third Party
Software.

"Confidential Information" of a party means any information disclosed by that
party to the other party pursuant to this Agreement which is in written,
graphic, machine readable or other tangible form and is marked "Confidential,"
"Proprietary" or in some other manner to indicate its confidential nature.
Confidential Information may also include oral information disclosed by one
party to the other pursuant to this Agreement, provided that such information is
designated as confidential at the time of disclosure or is so designated in
writing by the disclosing party within thirty (30) days after its oral
disclosure. Notwithstanding the foregoing, all information Active provides to
Partner that relates to the Active Materials shall be deemed Active's
Confidential Information.

"Developer Kit" means the software described under the heading "Developer Kit"
in Exhibit A, in Object Code format only, which Active distributes to software
developers to enable such developers to build or modify Adapters and/or to build
or modify events, rules, transformations and other integration process
components used for specific applications.



* Certain information on this page has been omitted and filed 
  separately with the Commission. Confidential treatment has 
  been requested with respect to the omitted portions.
   2




"Documentation" means all documentation provided by Active to Partner, as
further described or enumerated in Exhibit A.

"End User" means any party that accesses the Integrated Hosting Services through
Partner's servers.

"End User License" means the license agreement (i) pursuant to which Partner
will grant the End User access to the Integrated Hosting Services, and (ii)
which shall contain at least the restrictions set forth on Exhibit C.

"Integrated Hosting Services" means Partner's hosting services which enable End
Users to access the integrated Licensed Materials and the Third Party Software
hosted on Partner's servers.

"Integration Kit" means the software described under the heading "Integration
Kit" in Exhibit A, in Object Code format only.

"Licensed Materials" means the Integration Kit, the Adapters, the Developer Kit
and the Documentation, including any modifications Active provides under Section
10.2, which Partner may host for its End Users in accordance with Section 2.1
below and the terms of this Agreement.

"Object Code" and "Object Code format" means binary computer codes in executable
format and relocatable binary code libraries that can be linked into executable
programs.

All references in this Agreement to the "purchase" or "sale" of software means
the acquiring or granting, respectively, of a license to use such software, and
to exercise any other rights pertaining to such software which are expressly set
forth herein.

"Third Party Software" means any software not developed by Active that Partner
hosts for its End Users as listed in Exhibit A.

2.      Licenses and Restrictions.


        2.1     Hosting License. Subject to the terms and conditions of this
                Agreement, Active hereby grants Partner a non-exclusive license,
                without rights to sublicense, to host the Licensed Materials on
                Partner's servers solely for the purposes of providing the
                Integrated Hosting Services to End Users. Partner is allowed to
                grant End Users the right to access the Licensed Materials
                hosted on Partner's servers pursuant to the terms of this
                Agreement and under the terms specified in the End User License.

                2.1.1   Access to Technology: Active shall provide Corio with
                        any pre-release "Beta" versions of relevant Updates or
                        Upgrades of the Software. Active shall make these
                        versions available to Corio to preview at the earliest
                        possible date, but in no event later than the date
                        Active first publicly releases such products. Active
                        shall provide all such Updates and Upgrades to Corio
                        free of additional charge and Corio shall, in its sole
                        discretion determine when, and if, to offer any such
                        Updates and/or Upgrades to its Customers.

        2.2     Use Licenses. Subject to the terms and conditions of this
                Agreement, Active hereby grants Partner a nonexclusive license,
                without rights to sublicense, to use the Active Materials solely
                for the purposes of: (a) integrating the Licensed Materials into
                the Third Party Software; (b) providing

                                       -2-



   3
customization services with respect to the Adapters on behalf of End Users upon
request; (c) demonstrating the Integrated Hosting Services to potential End
Users; (d) providing training in the use of the Integrated Hosting Services and
the Active Materials to Partner's employees and contractors; and (e) providing
support and training to End Users in connection with the Integrated Hosting
Services.

        2.3 Trademark License. Subject to the terms and conditions of this
Agreement, Active hereby grants Partner a nonexclusive license to use the Active
trademarks, trade names and logos set forth in Exhibit B (as amended from time
to time by Active) solely in connection with the marketing of the Integrated
Hosting Services. Partner shall comply with any usage guidelines which may be
provided to Partner by Active from time to time, and upon request by Active,
shall furnish Active with samples of Partner's usage of such trademarks, trade
names and logos. Partner shall not challenge Active's ownership of such
trademarks, trade names and logos or use or adopt any trademarks which might be
confusingly similar to such marks.

        2.5 Restrictions. Active reserves all rights in the Active Materials
which are not expressly granted to Partner in this Agreement. Partner shall not
decompile, disassemble, reverse engineer or otherwise attempt to derive, obtain
or modify the source code of the Active Materials. Partner shall not remove any
Active copyright or other proprietary rights notices from any software or
documentation materials provided by Active to Partner. Partner further agrees to
permit Active to enter any of Partner's premises during regular business hours,
upon five (5) days prior written notice, to inspect Partner's use of the Active
Materials.

3.      Obligations of Partner.


        3.1 Promotion of the Integrated Hosting Services. Partner shall use its
best efforts to integrate the Licensed Materials into the Third Party Software
and to promote the sale of and use of, and to stimulate interest in, the
Integrated Hosting Services. All marketing efforts and development efforts by
Partner shall be at Partner's expense.

        3.2 Partner Support. Partner shall provide its personnel involved in the
development of the Integrated Hosting Services with training, technical support,
information and other appropriate assistance.

        3.3 Partner Contact. Partner shall designate one person who shall act as
a focal point to coordinate with Active the marketing activities and the
integration of the Active Materials, and who shall be authorized to act on
behalf of Partner within the scope of this Agreement.

        3.4 Records and Reporting.


               3.5.1 Within thirty (30) days following the end of each calendar
quarter, Partner will provide to Active written reports showing, for such
calendar quarter: (a) the number of copies of the Licensed Materials accessed
and used by each End User through the Integrated Hosting Services, and (b) the
End User contact information, location and any customer usage information with
respect to each copy of the Active Materials accessed through the Integrated
Hosting Services.

               3.5.2 Partner will notify Active, in writing, of any claim or
proceeding, actual or threatened, involving the Active Materials within ten (10)
days after Partner learns of such claim or proceeding. Partner will also notify
Active in writing immediately of all claimed or suspected defects in

                                       -3-



   4
the Active Materials. All such claims, proceedings, and suspected defects shall
be deemed Active's Confidential Information.

               3.5.3 Partner shall maintain full and complete records of the use
of Licensed Materials through the Integrated Hosting Services, including without
limitation copies of the reports described in Section 3.5.1, for at least three
(3) years after such use or sales. Active shall, at any time during the period
when Partner is obliged to maintain such records, be entitled to audit such
records upon thirty (30) days written notice, in order to confirm the accuracy
of the reports described in Section 3.5.1, provided, that Active may conduct no
more than one such audit in any six (6) month period. Any such audit shall be
performed at Active's expense during normal business hours; provided, that the
cost of such audit (in addition to the full amount of any underpayments and
related late charges under Section 6.6) shall be promptly paid by Partner if
such audit reveals an underpayment by Partner of more than five percent (5%) of
the amounts payable by Partner to Active in any six (6) month period.

        3.6 Government Approvals. Partner shall be responsible for obtaining all
necessary government approvals, consents, licenses or permits to enable it to
purchase the Licensed Materials, and to provide the Integrated Hosting Services
to End Users. Partner will bear all costs associated with obtaining such
government approvals, consents, licenses or permits. Partner shall comply with
all government regulations.

        3.7 End User License. Partner will obtain an executed End User License
from each End User prior to (i) granting such End User access to the Integrated
Hosting Services.

        3.8 Further Agreements. Partner agrees: (i) to avoid deceptive,
misleading or unethical practices detrimental to Active or to the Active
Materials, including, without limitation, disparagement of Active or the Active
Materials; and (ii) to make no representations, warranties or guaranties to End
Users with respect to the specifications, features or capabilities of the Active
Materials that are inconsistent with the Documentation supplied by Active.

        3.9 Feedback. Partner shall provide Active with prompt written
notification of any problems with the Active Materials or their use that Partner
becomes aware of. Such written notification shall be the property of Active, and
shall be considered Active's Confidential Information hereunder.

        3.10 Publicity. Within thirty (30) days after the Effective Date, the
parties will issue a joint press release to announce the relationship of the
parties as set forth under this Agreement.

4.      Changes in Active Materials. Active shall have the right to modify the
Active Materials at any time upon written notice to Partner or to discontinue
distribution of any of the Active Materials at any time. Receipt by Partner of a
price schedule or other notification from Active reflecting an addition or a
deletion to the Active Materials or receipt of a facsimile specifically adding
or deleting Active Materials shall constitute notice of such an addition or
deletion and, with respect to additions, of the price for the added product.

5.      Title.


        Active shall own all right, title and interest in and to the originals
and any copies, in whole or in part, of the Active Materials, and all patents,
trade secrets, copyrights and other intellectual property rights pertaining
thereto. Partner acknowledges that the licenses granted pursuant to this
Agreement do

                                       -4-



   5
not provide Partner with title or ownership of the Active Materials. Partner
shall keep the Active Materials free and clear of all claims, liens and
encumbrances.

6.      Payments, Taxes.


        6.1 Payments. Partner will pay Active as set forth in Exhibit D.

        6.2 Payment Terms. All Payments are net 30, except as set forth in
Exhibit D.

        6.3 Price Changes. Active shall have the right to change its list prices
for the Active Materials at any time.

        6.4 Taxes. All prices are exclusive of, and Partner shall pay or
reimburse Active for, all taxes, duties and assessments imposed on Partner or
Active in connection with the license or use of Active Materials under this
Agreement or any services provided hereunder, including without limitation all
sales, use, excise and other taxes and duties, excluding only taxes based upon
Active's net income. Partner shall hold Active harmless from all claims and
liability arising from Partner's failure to report or pay any such taxes, duties
and assessments.

        6.5 Late Payments. All amounts that are not paid by Partner as required
by this Agreement shall be subject to a late charge equal to one and one-half
percent (1.5%) per month, or, if less, the maximum amount allowed by applicable
law. In the event that any amount due hereunder is overdue, Active reserves the
right to suspend performance until such delinquency is corrected.

7.      Confidential Information.


        7.1 Confidentiality. Each party shall treat as confidential all
Confidential Information of the other party, shall not use such Confidential
Information except as set forth herein, and shall use reasonable efforts not to
disclose such Confidential Information to any third party. Without limiting the
foregoing, each of the parties shall use at least the same degree of care which
it uses to prevent the disclosure of its own confidential information of like
importance to prevent the disclosure of Confidential Information disclosed to it
by the other party under this Agreement. Each party shall promptly notify the
other party of any actual or suspected misuse or unauthorized disclosure of the
other party's Confidential Information.

        7.2 Exceptions. Notwithstanding the above, neither party shall have
liability to the other with regard to any Confidential Information of the other
which: (a) was in the public domain at the time it was disclosed or has entered
the public domain through no fault of the receiving party; (b) was known to the
receiving party, without restriction, at the time of disclosure, as demonstrated
by files in existence at the time of disclosure; (c) is disclosed with the prior
written approval of disclosing party; (d) became known to the receiving party,
without restriction, from a source other than the disclosing party without
breach of this Agreement by the receiving party and otherwise not in violation
of the disclosing party's rights; or (e) is disclosed pursuant to the order or
requirement of a court, administrative agency, or other governmental body;
provided, however, that the receiving party shall use all reasonable efforts to
provide prompt, written, and sufficient advance notice thereof to the disclosing
party to enable the disclosing party to seek a protective order or otherwise
prevent or restrict such disclosure.

                                       -5-



   6
        7.3 Return of Confidential Information. Each party shall promptly return
the other party's Confidential Information to the other party (i) after
termination of this Agreement, or (ii) upon receipt of written notice from the
other party requesting return of such Confidential Information.

8.      Representations and Warranties of Partner.

        Partner warrants to Active that the End Users shall be able to access
the Integrated Hosting Services (i) on a twenty-four-hours-per-day,
seven-days-per-week basis, except during scheduled and unscheduled maintenance
downtime, and (ii) on a ninety-nine percent (99%) availability basis.

9.      Representations and Warranties of Active.

        9.1 Warranty to the End User. Each End User receives a warranty (if any)
on the Active Materials from Partner only to the extent set forth in the End
User License. Active makes no warranties to the End User in connection with the
Active Materials, and expressly disclaims any implied warranties of
merchantability or fitness for a particular purpose to the End User.

        9.2 Warranty to Partner. Active warrants to Partner that for a period of
ninety (90) days after the date of delivery of the Licensed Materials to the
Partner, (i) the Integration Kit, the Adapters and the Developer Kit will
substantially achieve the functionality described in the Documentation, and (ii)
the media containing the Licensed Materials will be free from defects in
materials and workmanship. Active's entire liability and Partner's exclusive
remedy under this limited warranty shall be, at Active's option, (y) repair or
replacement of all or the affected portion of the Licensed Materials, or (z) a
refund of the purchase price paid for such Licensed Materials and termination of
the licenses under Section 2 for such Licensed Materials, provided that Active
receives notice of such defect during the warranty period. Active does not
warrant that (a) the Licensed Materials will meet Partner's requirements, (b)
the operation of the Integration Kit, the Adapters or the Developer Kit will be
uninterrupted or error-free, or (c) the Documentation will be error-free.

        9.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, ACTIVE
MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, WITH RESPECT TO ANY ACTIVE MATERIALS, INCLUDING THEIR CONDITION,
THEIR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY
LATENT OR PATENT DEFECTS, AND ACTIVE SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. ACTIVE MAKES, AND
PARTNER RECEIVES, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE ACTIVE SUPPORT REFERRED TO
IN SECTION 10.2.

10.     Support.

        10.1 Support to End Users. Partner is responsible for providing all
support with respect to the Integrated Hosting Services and the Active Materials
to End Users. Active will not be responsible for providing support to End Users.

        10.2 Support to Partner. Partner will receive support from Active with
respect to the Licensed Materials under the terms of the Support Agreement
attached as Exhibit E.

                                       -6-



   7
        10.3 Title. All releases and other changes, improvements, bug fixes or
other modifications to the Licensed Materials provided pursuant to Section 10.2
shall be deemed to be included within the Licensed Materials, and will be
subject to the terms and conditions of this Agreement.

11.     Indemnity.

        11.1 Indemnity by Active.

               11.1.1 Indemnity. Active will defend or settle, at its expense,
any action brought against Partner based upon a claim that the Active Materials
used within the scope of the licenses granted hereunder infringe an issued U.S.
patent or registered U.S. copyright, and Active further agrees to pay all
damages and costs finally awarded against Partner attributable to such claim;
provided that Partner (a) notifies Active promptly in writing of any such claim,
(b) gives Active sole control of the defense and/or settlement of such action,
and (c) gives Active all authority, information and assistance reasonably
necessary to settle or defend such claim. Active shall reimburse Partner for
incidental out-of-pocket expenses incurred by Partner in providing such
assistance. Active shall not be liable for any costs or expenses incurred
without its prior written authorization.

               11.1.2 Active Options. If the Active Materials become, or in the
opinion of Active may become, the subject of a claim of infringement of any
issued U.S. patent or registered U.S. copyright, Active may, at its option: (i)
procure for Partner the right to use the Active Materials free of any liability;
(ii) replace or modify the Active Materials to make them non-infringing; or
(iii) remove the Active Materials, or part thereof, and refund the license fees
paid hereunder for such Active Materials, as depreciated over a sixty (60) month
period.

               11.1.3 Exclusions from Indemnity. Active assumes no liability
hereunder for any compliance with Partner's specifications. Active shall have no
obligation to defend the Partner or to pay costs, damages or attorney's fees for
any claim based upon: (i) use of other than a current unaltered release of the
Active Materials; or (ii) the combination, operation or use of any Active
Materials furnished hereunder with non-Active programs or data if such
infringement would have been avoided but for the combination, operation or use
of the Active Materials with such programs or data.

               11.1.4 Sole and Exclusive Liability. THIS SECTION 11 SETS FORTH
THE SOLE AND EXCLUSIVE LIABILITY OF ACTIVE FOR INFRINGEMENT OF THIRD PARTY
INTELLECTUAL PROPERTY RIGHTS.

        11.2 Indemnity by the Partner. Partner agrees to indemnify and hold
Active harmless from and against any loss, cost or expense (including attorneys'
fees) resulting from any and all claims by third parties for loss, damage or
injury (including death) allegedly caused by the negligence, misrepresentation,
misconduct, error, omission or other action of Partner, or of Partner's agents
or employees. In addition, Partner agrees to indemnify and hold Active harmless
from and against any loss, cost or expense (including attorneys' fees) resulting
from any and all claims by third parties alleging that the Integrated Hosting
Services infringes any patent, trade secret, or copyright, provided that Partner
shall have sole control of any such action or settlement negotiations.
Notwithstanding the foregoing, Partner shall have no liability under this
Section 11.2 for any claim alleging that the unaltered Licensed Materials,
standing alone, infringe any third party's intellectual property rights.

12.     Limitation of Liability.


                                       -7-



   8
        Partner agrees that Active's liability hereunder arising from this
Agreement shall in no event exceed the payments received by Active pursuant to
this Agreement. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS,
LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF USE, OR LOSS OF DATA FOR
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FOR ANY CLAIM OR DEMAND
AGAINST THE OTHER PARTY BY ANY OTHER PARTY OR FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY
THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
UNDER OR ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY.

13.     Term and Termination.

        13.1 Term. The term of this Agreement and the license granted hereunder
shall commence on the date set forth at the beginning of this Agreement and
shall continue for a term of [*] unless earlier terminated in accordance with
this Section 13.

        13.2 Termination for Material Breach. Either party may, at its option,
terminate this Agreement upon written notice to the other party if the other
party materially breaches any of the terms and conditions of this Agreement and
if such material breach has not been cured within thirty (30) days after written
notice to the other party.

        13.3 Termination for Insolvency. This Agreement may be terminated by
either party, on notice, (i) if the other party becomes insolvent, (ii) upon the
institution by the other party of insolvency, receivership or bankruptcy
proceedings or any other proceedings for the settlement of its debts, (iii) upon
the institution of such proceedings against the other party, which are not
dismissed or otherwise resolved in such other party's favor within sixty (60)
days thereafter, (iv) upon the other party's making a general assignment for the
benefit of creditors, or (v) upon the other party's dissolution or ceasing to
conduct business in the normal course.

        13.4 Surviving Terms. Sections 5, 6, 7, 9, 11, 12, 13 and 14, and all
payment obligations incurred prior to termination of this Agreement, shall
survive termination of this Agreement. Within thirty (30) days after termination
of this Agreement, Partner shall return to Active, at Partner's expense, and
shall make no further use of, any property, materials or other items of Active,
and shall certify in writing to Active, that the originals and all copies, in
whole or in part, in any form, of the Licensed Materials in the possession of
Partner or its affiliates or agents have been destroyed or returned to Active.

        13.5 Other Remedies. Nothing contained herein shall limit any other
remedies that Active may have for the default of Partner under this Agreement
nor relieve Partner of any of its obligations incurred prior to termination of
this Agreement.

14.     General Provisions.

        14.1 Assignment. All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties to this Agreement and to
their respective heirs, successors, assigns and


[*] Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


                                       -8-




   9
legal representatives. Partner may not assign this Agreement in whole or in part
except with Active's prior written consent, excluding the condition that the
Partner shall have the right to assign this Agreement in connection with the
merger or acquisition of such party or the sale of all or substantially all of
its assets related to this Agreement without such consent. Any assignment by
Partner shall not result in an increase in the scope of the license granted
pursuant to this Agreement. Active shall be entitled to assign this Agreement to
a party which agrees to be bound by the terms and conditions of this Agreement.

        14.2 Entire Agreement. This Agreement represents the entire agreement
between the parties, and supersedes all prior agreements and understandings with
respect to the matters covered by this Agreement. Partner agrees that it has not
entered into this Agreement based on any representations other than those
contained herein. This Agreement may only be amended by a written agreement
signed by both parties. The terms and conditions of this Agreement shall prevail
in the event of any variance with any purchase order or invoice produced by
Active or Partner.

        14.3 Governing Law. This Agreement shall in all respects be governed by
the laws of the State of California without reference to its principles of
conflicts of laws. The parties hereby agree that all disputes arising out of
this Agreement shall be subject to the exclusive jurisdiction of and venue in
the federal and state courts located in San Francisco, California or within
Santa Clara County, California. Partner hereby consents to the personal and
exclusive jurisdiction and venue of these courts.

        14.4 Severability. If any of the provisions of this Agreement are held
to be invalid under any applicable statute or rule of law, they are, to that
extent, deemed omitted.

        14.5 Waiver. The waiver of any particular breach or default or any delay
in exercising any rights shall not constitute a waiver of any subsequent breach
or default.

        14.6 Notices. All notices permitted or required under this Agreement
shall be in writing and shall be delivered in person or mailed by first class,
registered or certified mail, postage prepaid, to the address of the party
specified in this Agreement or such other address as either party may specify in
writing. Such notice shall be deemed to have been given upon receipt.

        14.7 Force Majeure. Neither party will be responsible for any failure to
perform its obligations (other than payment obligations) under this Agreement
due to reasons beyond its reasonable control, including without limitation acts
of God, war, riot, embargoes, acts of civil or military authorities, fire,
floods or accidents.

        14.8 Export Laws and Regulations. Any obligation of Active to provide
the Active Materials under this Agreement shall be subject in all respects to
all United States laws and regulations governing the license and delivery of
technology and products abroad by persons subject to the jurisdiction of the
United States. Partner shall not export, directly or indirectly, any Active
Materials or related information without first obtaining all required licenses
and approvals from the appropriate government agencies.

        14.9 Independent Contractors. Notwithstanding the use of the word
"partner" in marketing materials, the relationship of Active and Partner is that
of independent contractors, and nothing contained in this Agreement shall be
construed to (i) give either party the power to direct or control the day-to-day
activities of the other, (ii) constitute the parties as partners, joint
venturers, co-owners or otherwise as participants in a joint undertaking, or
(iii) allow the Partner to create or assume any obligation on behalf of Active
for any purpose whatsoever.

                                       -9-



   10
        14.10 Headings. The headings of the several sections of this Agreement
are intended for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.

        14.11 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one instrument.

                                      -10-



   11
AGREED AND ACCEPTED:

ACTIVE SOFTWARE, INC.                       CORIO, INC./s/ Signature
Illegible>

By: /s/ Signature Illegible                 By: HASAN G. RIZVI
    -----------------------------              ----------------------------

Title: CFO                                  Title: DIRECTOR OF ENGG.
       --------------------------                 -------------------------


7/1/99



   12
                                    EXHIBIT A

                               LICENSED MATERIALS

1.      Active Software.


        1.1    Integration Kit.

               Information Broker
               Integration Logic Agent
               7/1/99
               PeopleSoft Application Adapter
               Siebel Application Adapter
               Oracle Database Adapter
               Java Language Adapter

        1.2    Developer Kit.

               Includes 6 Non Production Instances of the following products to
               be used for prototyping, development and testing integration
               systems.

               Active Works Information Broker and its Associated Options


                                                                         
                      Secure Sockets Layer
                      Multi-Broker Option
                      Active Works Information Broker Agents:               All
                      ActiveWorks Integration Tools:                        All
                      ActiveWorks Adapters:
                             Language Adapters                              All
                             Middleware Adapters                            All
                             Database Adapters                              All
                             Application Adapters                           All
2. Documentation. All associated product documentation shipped with the Active Software listed above. 3. Third Party Software- PeopleSoft Octane 99 Siebel 99 and any other apps that coris may include. Hasan G. Rizvi 6/30/99 13 EXHIBIT B LICENSED TRADEMARKS, TRADE NAMES AND LOGOS Active Software, ActiveWorks, Activesw, and Active Database Adapter are registered trademarks of Active Software, Inc. 14 EXHIBIT C END USER LICENSE AGREEMENT REQUIREMENTS All End User licenses of the Active Materials shall be in writing and executed and include at least the following provisions: (1) the End User is granted only a personal, nontransferable, and nonexclusive right to use the Active Materials only for its internal business purposes; (2) Active or its licensors retain all of their intellectual property rights in the Active Materials, and no title to such intellectual property is transferred to the End User; (3) the End User agrees not to reverse assemble, decompile, or otherwise attempt to derive source code form the Active Materials; (4) the Active Materials are the confidential information of Active and the End User shall keep such Active Materials in confidence and shall not use or disclose such Active Materials, except as permitted by the license, without Active's prior written consent; (5) the End User agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce or other United States agency or authority, and not to transfer, or authorize the transfer, of the Active Materials to a prohibited country or otherwise in violation of any such restrictions or regulations; (6) the End User receives a warranty on the Active Materials from Partner, and Active makes no warranties to the End User in connection with the Active Materials, and expressly disclaims any implied warranties of merchantability or fitness for a particular purpose; (7) Active shall not be liable to the End User for any indirect, consequential, incidental or special damages arising out of the use or license of the Active Materials, regardless of the theory of liability (including negligence and strict liability); (8) Active may terminate the licensed use of Active's Licensed Products upon written notice of failure by the End User to comply with the terms of such license; (9) within five (5) days after termination of the license, the End User shall destroy the Active Materials or return them to Active or to Partner at the End User's expense; and (10) Active is a third-party beneficiary of the license agreement. 15 EXHIBIT D PAYMENTS 1. Integrated Hosting Services. Corio shall pay the following monthly fees for each of their customers accessing the Integration Kit through the Integrated Hosting Services as per the table below.
Customer # Of Customers Initial Sign Up Fee Annual Service Fee Definition Tier 1 1st 150 Customers [*] [*] Up to $375MM Tier 1 All Other Tier 1 [*] [*] Up to $375MM Tier 2 All [*] [*] Above $375MM Up to $1 Billion Tier 3 All [*] [*] Above $1 Billion
2. Corio Agrees to pay Active Software [*] for the licensed materials on Exhibit A including prepayments of the fees for the first 23 Tier 1 customers. Payment will be in two increments: [*] Payable Net 30 Days, [*] Payable Net 60 Days. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 16 EXHIBIT E ACTIVE SOFTWARE, INC. ACTIVESERVICE PLAN This Plan sets forth the terms and conditions under which Active Software, Inc. ("Active"), provides the following Support and Maintenance program known as ("ActiveService") to Corio for the programs (the "Software") and documentation specified in Exhibit A. This Plan sets forth the terms and conditions under which Active Software, Inc. ("Active"), provides the following Support and Maintenance program known as ("ActiveService") to the licensee ("Customer") for the programs (the "Software") and documentation specified in Exhibit A hereto. 1. Definitions. a. Documentation. "Documentation" shall mean the documentation that Active provides to its customers for the Software. b. Error. "Error" shall mean any verifiable and reproducible failure of the Software to substantially conform to the Specifications for such Software. Notwithstanding the foregoing, "Error" shall not include any such failure that is caused by: (i) the use or operation of the Software with any other software or programming languages or in an environment other than that intended or recommended by Active, (ii) modifications to the Software not made by Active, or (iii) any bug, defect or error in software used with the Software or any other failure of such software to conform to its published specifications. c. "Error Correction(s)" shall mean either a modification or addition to or deletion from the Software that substantially conforms such Software to the then-current Specifications or a procedure or routine that, when observed in the regular operation of the Software eliminates any material adverse effect on Customer of such Error. d. License Agreement. "License Agreement" shall mean the license agreement under which the Software was licensed to Customer. e. Specifications. "Specifications" shall mean the published description of the Software, as set forth in the Documentation for the Software. f. Update. "Update" means additional or replacement code or Documentation for the Software that is provided by Active to remedy an Error. g. Upgrade. "Upgrade" means any additional or replacement code or Documentation for the Software provided by Active Software that adds incremental capabilities or functionality and that is designated by Active, in its sole discretion, as a new version of the Software. h. Major Release. "Major Release" means any additional or replacement code or Documentation for the Software provided by Active Software that adds major new capabilities or functionality and that is designated by Active, in its sole discretion, as a new Major Release of the Software. Major Release does not include new Options that are added to the Software to provide optional capabilities or functionality. i. Option. "Option" means any additional or replacement code that can be added to an existing product to provide optional capability or functionality to that product. Optional capabilities are those that some customers may require and other customers may not. 17 J Authorized Contact. "Authorized Contact" means the individual designated by Customer to be responsible for contacting Active's Support organization. Customer may assign two named Authorized Contacts in Exhibit A per ActiveService plan. Additional Authorized Contacts may made available for an additional fee. 2. Maintenance Services. a. New Software Releases. During the term of this Plan, Active will provide software updates to the Customer as they become generally available. An update is a new release of the licensed software product that is made available to the general public. This includes both minor and major release numbers. In general this software may contain both bug fixes and enhancements to the product. Maintenance does not cover new products being added to a product line or new functionally that is sold as a separate option and price. Active Software will provide a single copy of media for each update to the Customer. If additional copies are require they will be made available for a fee. b. Current Release. Active's obligations under this Plan shall apply only to those releases of the applicable Software that are then currently being shipped by Active. Active shall have the right, at any time after a particular release has been superseded by another release, to terminate support with respect to the superseded release upon giving not less than ninety (90) days notice. Notwithstanding the foregoing, Active will support a superseded release for no less than one year after a new release is shipped. c. Error Correction. During the term of this Plan, Active shall use commercially reasonable efforts to provide Error Corrections for Errors in the Software reported by Customer to Active. d. Limitations. Active shall have no obligation under this Plan to correct Errors which result from the breach by Customer of this Plan or the License Agreement, or which cannot be remedied due to any modifications of the Software made by Customer or any third party. If Active agrees to remedy any errors or problems not covered by the terms of this Plan, Customer shall pay Active for all such work performed at Active's then-current standard rates. Customer acknowledges that Active is under no obligation to perform services with respect to any hardware or any software which is not Software. 3. Support Services. a. Telephone Support. During the term of this Plan, Active will provide telephone consultation and advice to Authorized Contacts regarding technical support of the Licensed Software between the hours of 6:00 a.m. and 6:00 p.m., Pacific Time, Monday through Friday, excluding holidays. Response times are based upon severity of the problem. Optional 24x7 telephone consultation and advice for emergency situations of Severity 1 problems may be purchased for an additional fee. b. Email and Fax Support. During the term of this Plan, Active will respond to email and fax messages sent to Support by Authorized Contacts between the hours of 6:00 a.m. and 6:00 p.m., Pacific Time, Monday through Friday, excluding holidays within 6 business hours and whenever possible within the same business day. c. Limitations. Customer acknowledges that Active is under no obligation to perform services with respect to any hardware or any software which is not Active Software's Licensed product. d. Supported Releases. Active Software will provide technical support for the current shipping release of software and the one previous release for up to one year after the release stopped shipping. In order to correct or trouble shoot certain problems the Customer may be required to update said software to the then current release. 18 4. Service Expectations. a. Problem Classification. The following Problem Classification Table definitions are used for classifying customer issues. These classifications insure consistent treatment of problems handled by support. Severity 3 (Degraded Operations) is the default severity level that all cases are initially set to unless otherwise specified by the customer or the support engineer. The support engineer handling the case will work with the customer to establish what severity should be assigned. The following are the four levels used by Active Software to prioritize a customer's problem. Problem Classification Table
Error Classification Criteria The problem is affecting time-critical applications with production work at a standstill. The system is completely Severity 1 (Critical) unusable and no work around is currently known. The affected system must be for production purposes. The system is significantly impaired such that key business Severity 2 (Serious) processes can not be conducted and no known work around is currently available. Severity 3 (Degraded) The system can not function as designed however key business processes are not interrupted. Severity 4 (Minimal) Problems are low-impact. Little or no impact to daily business process.
b. Response Expectations. In the event that an error is discovered in the Licensed Software which causes the software not to operate in conformance with the published specifications or applicable documentation, Customer shall notify Active Software in writing (email or fax) of the error (including a reasonable description and the severity level based on the Problem Classification Table). Active shall respond to such notice and will make reasonable efforts to assign engineers to resolve problems at the level of effort indicated by the Response Expectation table. If unspecified most new cases will be set to a severity level of 3 until a clearer determination can be made. The following Response Expectation table specifies the level of response that will be given to a customer issue at each step of the process based upon the assigned severity of the problem. The table specifies the maximum amount of time elapsed to complete each step. Step 1 represents the acknowledgment of a customer's problem and the beginning of information gathering process. Step 2 represents the time frame by which the problem is being actively addressed and a temporary patch, correction, or workaround is provided. The goal will be to provide a fix or a work-around for a problem as soon as possible. Critical issues will be worked on continually during the business day until a satisfactory problem resolution can be reached. To have work continue on problems during non-business hours requires the purchase of a 24x7 coverage plan and the commitment by the customer to make their resources available on an after hours basis as well. Step 3 represents when a permanent solution will be available. This may be in the form of a tested permanent patch or a completely new release depending upon what the problem requires and time allows. When possible permanent fixes will be provided in the next scheduled release. 19 RESPONSE EXPECTATION TABLE
SEVERITY STEP 1 STEP 2 STEP 3 1 (Critical) 2 business Immediate and Within 60 hours continuing calendar effort during days. the business day. 2 (Serious) 4 business 1 to 5 business Within 90 hours days calendar days. 3 (Degraded) 8 business Within 10 Next hours business days scheduled release of software. 4 (Minimal) 16 business Worked on a As hours time available appropriate basis
c. Escalation Process. All new cases will initially be taken and handled by the support representatives on duty at the time of the call. All problems with a severity level of 1 to 3 will be escalated if a solution or plan of resolution cannot be achieved within the designated amount of time as described below. To ensure that progress can continue, Customers with Severity 1 (Critical) issues must provide Active with a highly available contact during this period who will assist the Support and Development organizations with data gathering, testing, and applying all fixes to their environment. If Active cannot duplicate the problem in-house, then Support may request access to the Company's computing environment. Support management will be made aware of issues according to the following timeframes. Active requires that as succeeding levels of Active management become involved in the resolution process, the Customer must provide contacts at similar levels within their organizations, to ensure that the level of management involvement matches the decision-making level dictated by the resolution requirements of the problem. Elapsed time represents the number of business hours (not clock hours) that have passed since the issue was first opened by Active Software Support. ESCALATION TABLE
Elapsed Time Severity 1 Severity 2 Severity 3 (Critical) (SERIOUS) (DEGRADED OPERATIONS) Immediately Support Group Leader 2 hours Support Manager 4 hours Support Director Support Group Leader 8 hours 16 hours VP of Development Support Manager 24 hours Support Group Leader 32 hours Support Director 40 hours CEO Support Manager 80 hours VP of Development Support Director
5 Fees. a. Plan Fees. No additional Fees are ascribed to service, Partner will pay Active as set forth in Exhibit D. 6. Term and Termination. a. Term and Termination. The term of this Service Plan shall begin on the Effective Date and shall continue unless earlier terminated pursuant to Section 13 of the Hosting Agreement. b. Survival. The following provisions shall survive any termination, expiration or cancellation of this Plan: 6 and 7. 7. Proprietary Rights. Any corrections, additions or modifications to the Software or Documentation effected or delivered under this Plan and any Updates or Upgrades supplied under this Plan shall be deemed part of the applicable Software and subject to all of the provisions of the License Agreement. EX-10.3 9 EXHIBIT 10.3 1 Exhibit 10.3 MASTER AGREEMENT BY AND AMONG CORIO, INC. AND BROADVISION, INC. NOVEMBER 8, 1999 This MASTER AGREEMENT (the "Master Agreement") is made by and among Corio, Inc., a Delaware corporation, with offices at with offices at 700 Bay Road, Suite 210, Redwood City, California 94063 (hereinafter referred to as "Corio" or "Reseller"), and BroadVision, Inc., a Delaware corporation, with offices at 585 Broadway, Redwood City, California (hereinafter referred to as "BroadVision" or "BV") and is dated as of November 8, 1999. RECITALS 1. BV is the market leader in the field of Net-based applications solutions for personalized marketing, selling, and support for customers, partners, and employees. BV provides a suite of intelligent one-to-one extended enterprise relationship management ("XRM") products known as BroadVision One-To-One Enterprise, BroadVision One-To-One Commerce Retail, and BroadVision One-To-One Commerce Business. In addition, BroadVision provides certain tools software commonly known as BroadVision One-To-One Command Center, BroadVision One-To-One Publishing Center, BroadVision One-To-One Instant Publisher, and BroadVision One-To-One Design Center (collectively, the "Tools"). 2. BV would like to expand its sales opportunities for XRM by expanding the development activities for current and planned products, by having its products incorporated into various Corio products and service offerings, and by leveraging Corio's technical, field consulting, marketing, and sales resources. Specifically, BV desires to enter the small and medium business market through its relationship with Corio. 3. Corio is the leading application service provider for high-growth companies. Corio provides a total solution including application recommendation, quick implementation, secure hosting and network infrastructure, 24x7 application support and ongoing application management. Solutions are targeted for emerging and mid-market companies needing to implement key applications that support their complex, dynamic operation requirements. 4. Corio would like to expand its offering by including the Software in its portfolio of solutions that it offers to the emerging and middle markets. 5. Corio and BV intend to form a non-exclusive alliance under which Corio will develop, market, license, install, integrate, host and manage one-to-one extended enterprise relationship management solutions to ASP Customers and to End-Users that combine the Software with the services and technologies of Corio. 6. Corio and BV are executing a Reseller Agreement concurrently with the execution of this Master Agreement. A copy of the Reseller Agreement is attached to this Master Agreement * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -1- 2 and incorporated herein by this reference. All terms not otherwise defined in this Master Agreement shall have the respective meanings ascribed to them in the Reseller Agreement. 7. Additional Definitions: The following terminology is defined for use throughout this Agreement: "ASP Customer" is an entity which either (a) uses the Software under a rental or other access only arrangement with Corio and where Corio is the owner of the Software license or (b) acquires sublicenses to the Development System Software for one or more of the Software programs but uses the Deployment System for such Software programs under a rental or other access only arrangement with Corio where Corio owns the Deployment System license. Any rental or other access only arrangement will provide for payments to Corio by the ASP Customer on a monthly basis. "Consolidated Revenue" means the actual revenue recognized by a Customer on a consolidated basis in accordance with generally accepted accounting principles for the 12 months prior to the date of Corio's initial transaction with the Customer for which a fee will become payable to BroadVision in accordance with Section 4 below. A Customer's Consolidated Revenue for purposes of this Agreement shall not change by virtue of the Customer being acquired by a third party; provided, however, that the parties will negotiate in good faith the manner in which the third party acquiring company will be sold Software licenses if the third party acquiring company's actual revenue recognized by it on a consolidated basis in accordance with GAAP for the 12 months prior to the acquisition is $750,000,00 or more. "Customer" means any ASP Customer or End-User. "Development System" means a Development System license to use the specified Software product. "Development Pool" means the SDKs that may be used by Corio in accordance with the Licensing Practices defined in Section 2 below. "Deployment System" means a Deployment System license to operate a production system of the specified Software product. "Corio Revenue" means the gross revenue payable to Corio by a Customer for the right to access the Software, for support and maintenance of the Software and for basic infrastructure support (e.g., hardware, database software, and operating system software) related to the Software included in Application minus sales, use or similar taxes attributable of Customer's use or access to the Software, freight, insurance, refunds or credits arising from Customer's termination of its rights with respect to the Software or other similar charges to the Customer so long as they are related to the Software. Corio Revenue will not include any fees charged by Corio for consulting, design, network and network management or for third party applications that are managed independently of the Software. Except for the items specified in the previous sentence, all other fees of Corio related to operational support of the Software will be included within Corio -2- 3 Revenue. It is the intent of Corio that the amount it charges ASP Customers will reflect a reasonable margin for the Software and its maintenance. As part of the parties' quarterly Executive Reviews, the parties may review the level of Revenue Fees paid under this Agreement. "SDK" means a software development kit comprised initially of one copy of each of the products that comprise the Software. NOW, THEREFORE, the parties agree as follows: 1. SCOPE OF AGREEMENT. Corio will design, develop, market, host and manage Internet-based solutions incorporating the Software. The Corio hosted solution is also known as the Application. BroadVision and Corio will work together to identify leads appropriate for the Application. Notwithstanding the use of the term "End-User", BroadVision and Corio agree that Corio shall have the right to use the Software acquired hereunder and under the Reseller Agreement to provide the Application to ASP Customers. 2. LICENSE PRACTICES. BroadVision's Licensing Terms as described in Attachment B to the Reseller Agreement will apply to Software license as used by Corio for its Customers or as sublicensed to Customers with the following exceptions: (a) Any Development System that is part of the Development Pool may be used by multiple individuals provided no more than one individual is using any Development System License at any given time for any ASP Customer. This modification also includes the stipulation that at no time may the total number of current developer individuals assigned to Customers using Development Licenses exceed the total number of Development System Licenses purchased by Corio, its Customers, and its professional services partners. (b) Corio may allow ASP Customers to rent or have other access to the Deployment System Software for that ASP Customer's use of the Application on a periodic basis as described in Section 4 below. If Corio transfers Software licenses to an ASP Customer so the Customer becomes an End-User, the Licensing Terms as described in Attachment B shall apply to the licenses being transferred. The parties agree to amend this Agreement to define the terms under which such an ASP Customer is transitioned to an End-User, including without limitation fixing at the date of transfer the number of profiles for Deployment System licenses transferred to the Customer. 3. DEVELOPMENT LICENSES AND FEES. (a) Initial Development Pool Purchases. Corio agrees to purchase ten SDKs for a total license fee of [*]. These SDKs will be the initial SDKs in the Development Pool. The license fee represents a [*] from BroadVision's current list price for those products. The license fee does not include applicable taxes or annual maintenance fees. The initial annual maintenance fee for these ten SDKs will be [*]. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -3- 4 The charges (including the license and maintenance fees) for these ten SDKs is payable "net thirty days" from time of signing. (b) Subsequent Purchases of Development System Licenses. During the term of this Agreement, Corio may purchase additional copies of Development System licenses whether for use in connection with the Application for an ASP Customer or for sublicense to an End-User (or to an ASP Customer as contemplated in Section 4(a)(ii)(B) below). The amount Corio will pay BroadVision for each such additional license purchased will be a percentage of BroadVision's local list price for the particular Software product at the time the Software is shipped by BroadVision. The percentage is determined as follows and depends on the cumulative license fees that have been paid by Corio to BroadVision at the time BroadVision ships the additional Software license:
Cumulative Percent License Fees of List ------------ ------- [*] [*]
provided, that with respect to the sublicense of Development System licenses to a BroadVision lead pursuant to Section 4(b), the percent of list will be [*]. (c) BroadVision will also provide Corio six additional SDKs at no additional charge for use by Corio solely for purposes of demonstrating the Software to prospective Customers. Corio will immediately notify BroadVision if Corio uses any such SDK for any other purpose and Corio will be deemed to have purchased such SDK for development purposes and will pay BroadVision the license and annual maintenance fees determined in accordance with Sections 3(b) and 4 of this Agreement. 4. DEPLOYMENT LICENSES AND FEES. With respect to transactions between Corio and Customers, Corio will pay BroadVision fees as follows: (a) Deployment Licenses (Corio Developed Leads): For leads that Corio develops resulting in an Application sale to an ASP Customer, Corio will pay BroadVision fees based on the Consolidated Revenue of the ASP Customer: (i) ASP Customer with less than $750,000,000 of Consolidated Revenue: If the ASP Customer has Consolidated Revenue less than US$750,000,000, then Corio will use any available SDKs from the Development Pool to develop the resultant Application for that Customer. Corio will pay BroadVision [*] of the Corio Revenue due from the ASP Customer (the "Revenue Fee"). Fees relating to the use of Deployment System licenses used in connection with the Application (including the use of the Tools) to that ASP Customer and for maintenance relating to the Deployment [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -4- 5 System licenses will be included in the Revenue Fee. (ii) ASP Customer with $750,000,000 or more of Consolidated Revenue: If the ASP Customer has Consolidated Revenue of US$750,000,000 or more, then. (A) ASP Customer for whom Corio Retains Ownership of Development System License. If the ASP Customer does not initially wish to purchase a Development System license, Corio shall purchase at least two additional Development System licenses from BroadVision for use solely in developing the Application for that ASP Customer. Corio will pay BroadVision the Revenue Fee. Fees relating to the use of Deployment System licenses used in connection with the Application (including the use of the Tools) to that ASP Customer and for maintenance relating to the Deployment System licenses will be included in the Revenue Fee. (B) ASP Customer which Sublicenses Development System License from Corio. If the ASP Customer wishes to purchase Development System licenses, Corio shall purchase at least two additional Development System licenses from BroadVision and sublicense them to the ASP Customer. Corio will pay BroadVision the Revenue Fee. Fees relating to the use of Deployment System licenses used in connection with the Application (including the use of the Tools) for that ASP Customer and for maintenance relating to the Deployment System licenses will be included in the Revenue Fee. (b) BroadVision Developed Leads: For customer leads that BroadVision develops, BroadVision, at its sole discretion, may offer that lead to Corio. BroadVision will provide Corio with a list of the Software licenses proposed to be sold to the lead and the price at which BroadVision proposed to license the Software. If BroadVision and Reseller agree to the Software to be licensed (including the number of Development System licenses to be obtained for the lead) and any other special provisions applicable to the lead, Reseller will provide the Software to the lead either as an ASP Customer or as an End-User pursuant to an agreement to be entered into between the lead and Corio. Corio will purchase the number of Development System licenses so agreed to for use by or for the lead at a price equal to [*] of the BroadVision's then current local list price for the Software being ordered. (i) In addition, if the Lead becomes an ASP Customer, then Corio will pay BroadVision the Revenue Fee. Fees relating to the use of Deployment System licenses used in connection with the Application (including the use of the Tools) to that ASP Customer and for maintenance relating to the Deployment System licenses will be included in the Revenue Fee. (ii) If the Lead becomes an End-User, the amount to be paid by Reseller to BroadVision for the sublicense will be determined in accordance with Section 3(b). [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -5- 6 (c) Sublicenses of Deployment Systems Licenses to other End-Users. If Corio sublicenses Deployment System licenses to any other End-User, Corio will pay BroadVision a license fee determined in accordance with Section 3(b) above. (d) Any exception or waiver to the foregoing will be can be made in any of the above cases provided it is given in writing and signed by Vice-Presidents of both Corio and BroadVision. 4A. MAINTENANCE FEES. Maintenance fees for Software licensed and sublicensed under the Master Agreement will be determined as follows: (a) Software in the Development Pool: The annual maintenance fee for the first year for the ten SDK's that comprise the initial Development Pool will be [*]. After the first year, the annual maintenance fee for any renewal maintenance period for each Software product in the Development Pool will be an amount equal to the applicable percentage set forth in Section 3(b) at the time of such renewal times [*] of BroadVision's then current local list price for such Software product. (b) Development System License Purchased by Corio for use for ASP Customers: Corio will pay BroadVision an annual maintenance fee for each Development System license that Corio purchases for use for an ASP Customer that is not part of the Development Pool. The amount of such annual fee will be an amount equal to the applicable percentage set forth in Section 3(b) at the time of such renewal times [*] of BroadVision's then current local list price for such Development System license. (c) Development System Software Sublicensed. Corio will pay BroadVision an annual maintenance fee for each Development System license that Corio sublicenses for use by an ASP Customer or an End-User. The amount of such annual fee will be an amount equal to [*] of BroadVision's then current local list price for such Development System license. (d) Deployment System Licenses used for an ASP Customer. Maintenance fees for Deployment System licenses used by an ASP Customer will be paid through the payment of the Revenue Fee. (e) Additional Deployment System Licenses Purchased by Corio. Corio will pay BroadVision an annual maintenance fee for each additional Deployment System license that Corio purchases other than for sublicensing. The amount of such annual fee will be an amount equal to the applicable percentage set forth in Section 3(b) at the time of such renewal times [*] of BroadVision's then current local list price for such Deployment System license. (f) Deployment System Software Sublicensed. Corio will pay BroadVision an annual [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -6- 7 maintenance fee for each Deployment System license that Corio sublicenses for use by an End-User. The amount of such annual fee will be an amount equal to [*] of BroadVision's then current local list price for such Deployment System license. 5. APPLICATION FEES. Corio may charge ASP Customers or End-Users any price for the Application. 6. REPORTING. Corio will submit a report within fifteen (15) days after each calendar quarter with respect to Corio's Customer-related activities during that quarter. The report will be in such form as the parties will agree to promptly after execution of this Agreement. The report will include, without limitation, a list of all Corio's Customers, the month the Customer signed an agreement with Corio, the amount of Software each Customer has licensed, the amount of Corio Revenue charged to the Customer, a status of the implementation of the Application for the Customer (including the anticipated or actual date on which the Customer began accessing the Software for production purposes), the date Corio first charged Customer for Corio Revenue purposes, the inventory and project assignment of the Development Pool, and the amount due to BroadVision. Revenue Fees will begin accruing with respect to an ASP Customer when the ASP Customer begins accessing the Software for production purposes. Within thirty (30) days after each quarter, Corio will pay any Revenue Fees due for the calendar quarter being reported. All other amounts will be due and payable, and will be overdue if not paid within, thirty (30) days after BroadVision issues an invoice therefor. 7. MARKETING ACTIVITIES. During the term of this Agreement, Corio and BroadVision will participate in a number of joint marketing activities. These are expected to include but are not limited to: * Distributing each other's marketing collateral. * Joint press release upon signing of this agreement. * Development of joint data sheet * Co-branding of BroadVision collateral and listing of Corio in BroadVision corporate materials. * Joint participation in selected marketing events such as trade shows, targeted customer briefings, seminars and annual user group meetings. * Feature on each other's respective Web sites. * Leverage existing BroadVision 'partner' field marketing account managers. In addition, BroadVision will provide sales and marketing presentations, as well as demonstration copies that are available. These copies may be tailored to Corio's use. BroadVision will provide electronic source of marketing materials directly to Corio. 8. MARKETING DEVELOPMENT FUND. BroadVision will create a Marketing Development Fund to support the efforts described in Section 8 above. The amount to be contributed by BroadVision into this Fund will be an amount equal to the sums spent by Corio in marketing the Application and Software but will not exceed on a cumulative basis five percent (5%) of the license fees paid by Corio to BroadVision. Determination of the specific co-marketing fund amounts and their [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -7- 8 usage will be determined by the partnership managers of Corio and BroadVision who will co-manage, budget and report on a quarterly basis. 9. TRAINING. Corio may purchase training from BroadVision's training catalog at a [*] of the then current local list price. BroadVision Channel Sales agrees to support Corio with reasonable sales training as needed. 10. EXECUTIVE REVIEWS. Corio and BroadVision agree to hold executive reviews on a quarterly basis. These quarterly meetings will review overall sales pipeline and success, the state of the relationship and suggested improvements, and opportunities to expand into new markets and geographies. 11. RULES OF ENGAGEMENT. Corio and BroadVision agree to assign relationship owners within each company, and to document rules of engagement for both sales forces. Initially, the respective relationship owners are Scott Albro for Corio and Jon Peppler for BroadVision. 12. TERM AND TERMINATION. The initial term of this Agreement and the Reseller Agreement will be [*] from the date hereof (unless terminated earlier as provided in the Reseller Agreement). 13. CONFIDENTIAL INFORMATION. During the term of this Agreement, either party may receive or have access to technical information, as well as information about product plans and strategies, promotions, customers and related non-technical business information which the disclosing party considers to be confidential ("Confidential Information"). In the event such information is disclosed, the parties shall first agree to disclose and receive such information in confidence. If then disclosed, the information shall (i) be marked as confidential at the time of disclosure, or (ii) if disclosed orally but stated to be confidential, be designated as confidential in a writing by the disclosing party summarizing the Confidential Information disclosed and sent to the receiving party within a reasonable period of time after such oral disclosure. Nondisclosure. Confidential Information may be used by the receiving party only with respect to performance of its obligations under this Agreement, and only by those employees of the receiving party who have a need to know such information for purposes related to this Agreement. The receiving party shall protect the Confidential Information of the disclosing party by using the same degree of care (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination or publication of such Confidential Information, as the receiving party uses to protect its own confidential information of like nature. The foregoing obligation shall not apply to any information which is: (i) already known by the receiving party prior to disclosure; (ii) publicly available through no fault of the receiving party; (iii) rightfully received from a third party without a duty of confidentiality; (iv) disclosed by the disclosing party to a third party without a duty of confidentiality on such third party; (v) independently developed by the receiving party prior to or independent of the disclosure; (vi) disclosed under operation of law; or (vii) disclosed by the receiving party with the disclosing party's prior written approval. -8- 9 The receiving party's obligation under this Section shall be for a period of five (5) years from the date this agreement is terminated or expires. 14. COUNTERPARTS; FACSIMILES. This Agreement may be executed in two or more counterparts, all of which shall constitute one and the same Agreement and become effective when one or more counterparts have been signed by each party and delivered to each other party. The execution and delivery of this Agreement by any party by facsimile shall constitute effective execution thereof. CONFLICT OF PROVISIONS. This Master Agreement is intended to set forth certain business terms that are specific to Corio's application service provider business. In the event of a conflict between the provisions of this Master Agreement and the Reseller Agreement and the Attachments thereto (other than the provisions of the Master Preferred Escrow Agreement) with respect to a particular matter covered by this Master Agreement, the applicable provision of this Master Agreement will control. This Master Agreement, including the Reseller Agreement and all Attachments hereto and thereto, constitute a single agreement and are the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties have caused this Master Agreement to be executed as of the day and date first set forth above. CORIO, INC. BROADVISION, INC. /s/ Signature Illegible /s/ Signature Illegible Signed Signed ------------------------------ ---------------------------- Name: Laurent Pacalin Name: Randall Bolten Title: VP Business Development Title: Chief Financial Officer Date: 11/8/99 Date: 11/8/99 -9- EX-10.4 10 EXHIBIT 10.4 1 Exhibit 10.4 Contract No ____________ RESELLER AGREEMENT This Reseller Agreement ("Agreement") is made and entered into as of this 8th day of November 1999, between BroadVision, Inc. ("BroadVision") and Company Corio, Inc. ("Reseller") Address 700 Bay Road, Suite 210 Redwood City, CA 94063 This Reseller Agreement is attached to and incorporated by reference into that certain Master Agreement dated the date hereof between Reseller and BroadVision (the "Master Agreement"). Terms defined in the Master Agreement and used herein shall have the respective meanings ascribed to them in the Master Agreement. In consideration of the mutual covenants and conditions contained in this Agreement and in the Master Agreement, the parties agree as stated herein. The following attachments, required when applicable, are also part of this Agreement: A. Scope of License B. Current Licensing Practices C. Required Provisions of Sublicenses D. Support Escalation Procedure E. Master Preferred Escrow Agreement 1. LICENSE. A. DEVELOPER LICENSE. BroadVision hereby grants to Reseller a nonexclusive and nontransferable license ("Developer License"), subject to the terms and conditions of this Agreement, to use the object code for the Software. For the purpose of this Agreement, "Software" shall mean the software products set forth in Attachment A, including all versions, including current, previous, and subsequent versions, of all software products, together with operating instructions, user manuals, training material, and other documentation as BroadVision supplies to Reseller. Reseller's sole permitted uses of a Developer License shall be to develop and demonstrate the application software products and/or systems listed in Attachment A ("the Application") that it intends to license to end-user customers ("End-Users"). Reseller's use of Developer Licenses shall be in a manner consistent with Attachment B. Developer Licenses may not be used to operate production versions of the Application, or any other Reseller or End-User programs on a production basis. B. END-USER LICENSE. BroadVision also grants to Reseller a nonexclusive and nontransferable license to sublicense and distribute the Software to its End-Users, on a nonexclusive and nontransferable basis ("End-User License"), on Reseller's servers in a hosted environment for use solely in conjunction with the Application, in the geographic areas specified in Attachment A ("Territory"). Reseller shall require each End-User, before it may use or install the Application, to execute a written license agreement containing, at a minimum, the required provisions specified in Attachment C. Reseller shall indemnify BroadVision for all damages caused by Reseller's failure to include required terms in its sublicense agreements with its End-Users. Reseller may also obtain End-User Licenses for its own use, in the event that it itself intends to operate production versions of the Software; such End-User Licenses shall be governed by the terms and conditions of this Agreement, as if Reseller had sublicensed to an End-User. C. PROHIBITED USES. Reseller may not (a) rent, lease, or loan the Software other than allowed for in this Agreement; (b) electronically transmit the Software over a network except as necessary for Reseller's licensed use of the Software; (c) use run-time versions of third-party products embedded in the Software, if any, for any use other than the intended use of the Software, (d) modify, disassemble, decompile, or reverse engineer the Software; (e) transfer possession of any copy of the Software to another party, except as expressly permitted herein; (f) sublicense or permit the Software to be sublicensed to any governmental entity without BroadVision's prior written consent; or (g) use the Software in any way not expressly provided for in this Agreement. There are no implied licenses. Reseller agrees not to exceed the scope of the licenses granted herein. Reseller acknowledges and agrees that BroadVision may, at any time without notice, incorporate license management software into the Software to prevent Reseller or End Users from exceeding the scope of their respective licenses. 2. PAYMENT, PRICES. Except as set forth in the Master Agreement: A. For Developer Licenses, consulting, training, and documentation, invoices shall be issued upon delivery of the products or services, unless agreed to the contrary, and shall be due and payable in United States currency upon receipt by Reseller. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Page 1 of 8 2 Payment shall be overdue thirty (30) days after the delivery date specified on the invoice. B. Within thirty (30) days of delivery of each copy of the Software from BroadVision to Reseller or the End-User, or from Reseller to the End-User if Reseller has reproduction rights as set forth in Section 2.D below, Reseller shall pay BroadVision the applicable license or sublicense fee as set forth in the Master Agreement and as reported in Section 3 herein. Reseller is free to determine unilaterally its own sublicense fees to its End-Users. RESELLER'S OBLIGATION TO PAY SUBLICENSE FEES TO BROADVISION IS NOT CONTINGENT UPON RESELLER'S COLLECTION FROM ITS END-USERS. C. Technical support fees are due annually in advance of the anniversary date of each Developer License and End-User License, including the first year, since BroadVision's technical support fees are not bundled together with license fees. The annual price for technical support for Developer Licenses shall be BroadVision's then-current price for such services. Reseller may, at its option, make all technical support fees payable a common anniversary date, in which case only a prorated portion of the technical support fee shall be due immediately upon delivery of the license or sublicense. D. Software will be shipped FOB BroadVision's facility in Redwood City, California, U.S.A., by commercial surface transportation. Transportation charges in excess of such rates will be billed to Reseller. Except to the extent prohibited by law or contract, BroadVision will permit Reseller to obtain its initial copy of the Software by FTP transfer over the Internet in accordance with instructions provided by BroadVision. Reseller will download the initial copy of the Software promptly after execution of this Agreement and will thereafter download any separately priced version of Software promptly after the issuance of its purchase order to BroadVision for such version. Reseller will promptly notify BroadVision if it makes any copies of the Software as downloaded if such copy would require the payment of additional fees to BroadVision. Software shall be deemed accepted upon delivery. Reseller may produce its own copies of the Software for delivery to End-Users from a master copy provided by BroadVision so long as it notifies BroadVision in writing of any copies that it makes for such purpose and pays any applicable fees. E. The prices stated in BroadVision quotations are exclusive of any federal, state, municipal, value-added, foreign withholding or other governmental taxes, duties, fees, excises, or tariffs now or hereafter imposed on the production, storage, licensing, sale, transportation, import, export, or use of the Software or any improvements, alterations, or amendments to the Software. Reseller shall be responsible for, and if necessary reimburse, BroadVision for all such taxes, duties, fees, excises, or tariffs, except for governmental or local taxes imposed on BroadVision's corporate net income. Overdue payments shall be subject to a finance charge of one and one-half percent (1 1/2%) for each month or fraction thereof that the invoice is overdue, or the highest interest rate permitted by applicable law, whichever is lower. BroadVision shall also be reimbursed for its collection costs in the event of late payments, including reasonable attorney's fees. 3. REPORTING. Except as set forth in the Master Agreement, each month Reseller, within fifteen (15) days following the end of such month, shall provide BroadVision a report including the following: i. a list of each End-User License delivered and each End-User agreement executed, specifying the name and location of the sublicensee; ii. a detailed account of all fees due to BroadVision under this Agreement. 4. SOFTWARE MAINTENANCE. A. BroadVision agrees to provide Reseller with software maintenance subject to the provisions and conditions listed below. Reseller shall be solely responsible for installing and supporting its Customers; BroadVision will refer back to Reseller any questions BroadVision receives from Customers. i. Software maintenance shall include (i) telephone and electronic mail support provided during BroadVision's normal working hours, and (ii) standard releases containing improvements or modifications to the Software that BroadVision provides to its maintenance customers generally where such improvements or modifications are not priced as separate new products or options ("Standard Release"). A copy of BroadVision's support escalation Page 2 of 8 3 procedure, including targeted response times, is set forth in Attachment D hereto. ii. BroadVision shall provide software maintenance for any Standard Release only until one year after shipment of the subsequent Standard Release. iii. Reseller shall designate one Support Contact Person for each Customer, who shall be responsible for communicating support issues to BroadVision; provided, that in no event may the total number of such Support Contact Persons exceed eight (8) unless otherwise agreed by BroadVision. Reseller agrees to provide BroadVision with timely written notification containing all details of software problems necessary for BroadVision to diagnose such problems. Reseller agrees to cooperate fully in providing BroadVision with Reseller's source code, in machine-readable form, and other materials necessary to reproduce a reported software problem. Subject to Reseller's security requirements, Reseller agrees to provide BroadVision reasonable direct or remote access and test time on Reseller's BroadVision system, for the purpose of diagnosing reported software problems. If BroadVision provides on-site services at Reseller's request in connection with software maintenance, Reseller shall reimburse BroadVision for all travel and other reasonable out-of-pocket expenses incurred with respect to such services. iv. Software maintenance will also include any patch releases ("Patch Releases") that BroadVision makes available to its maintenance customers generally. Patch Releases are intended to address material deviations between the Software and its published specifications until a Standard Release can be made available. Reseller may install Patch Releases at its option. v. BroadVision shall not be responsible for maintaining Software that fails to comply with its published specifications if such non-compliance is the result of modification of the Software by Reseller or third parties. If BroadVision expends its time on a noncompliance found to be the result of any of the preceding or due to the operation of the Application, Reseller shall pay BroadVision for such time at BroadVision's then-current hourly consulting rate. B. BroadVision will give Reseller at least sixty days advance notice of the expiration of the applicable annual maintenance period and the annual maintenance fees for the ensuing annual maintenance period. Such prices will be determined in accordance with the Master Agreement and this Agreement. Reseller may renew maintenance for all (but not less than all) copies of the Software licensed to it by giving BroadVision written notice of such renewal on or before the beginning of the applicable maintenance renewal period. In the event of termination for Reseller's breach or Reseller's convenience, all maintenance fees shall be immediately due and payable without notice; in the event of termination for any other reason, Reseller shall be entitled to a refund of maintenance fees already paid, prorated for the unused portion of such fees. If BroadVision determines that it is in its best interests to cease providing its customers generally with maintenance for any or all of the Software, BroadVision may discontinue its maintenance obligations to Reseller (and to Reseller's Customers if BroadVision exercises its rights under Section 12 hereof) with respect to such Software by giving Reseller at least one year's prior written notice of such discontinuance. C. Annual software maintenance fees are due and payable in advance; in all other respects payments are subject to the terms and conditions of the Agreement. D. If Reseller initially declines software maintenance and then subsequently elects to commence maintenance, or if maintenance for an item of Software is discontinued at Reseller's request and then subsequently renewed, Reseller shall pay the maintenance fees that would have been due for the period during which maintenance was not provided. 5. CONDUCT. A. Reseller shall employee the highest reasonable professional standards in selling and supporting the Application, and shall avoid deceptive, misleading, or unethical practices that may be detrimental to BroadVision or to the Software. Reseller personnel shall obtain training from BroadVision, at BroadVision's then-current standard rates, in the proper use of the Software, and shall provide, or arrange for BroadVision to provide, such training to Customers where appropriate. Reseller and BroadVision shall Page 3 of 8 4 comply with all laws applicable to the subject matter of this Agreement. Failure to honor the terms of this section shall constitute a material breach of this Agreement; provided, however, that prior to BroadVision terminating this Agreement for any such failure, BroadVision and Reseller will promptly attempt to resolve any disagreement over such failure in good faith. B. Subject to the terms and conditions of this Agreement, BroadVision hereby grants to Reseller a non-exclusive, non-transferable, non-sublicenseable license to use the BroadVision trademarks, trade names, and logos (the "Marks") to advertise the Software in the Territory. Reseller acknowledges BroadVision's ownership and exclusive rights in the Marks. Reseller's use of the Marks shall inure to the benefit of BroadVision. Reseller shall not attempt to register the Marks or adopt, use or attempt to register any confusingly similar marks. BroadVision may immediately terminate this trademark license if Reseller's use of the Marks does not conform to BroadVision's then-current standards and usage policy. Reseller shall state at the first instance of each use of a Mark that the Mark is BroadVision's trademark and include the symbols TM or (R) as appropriate. Reseller shall not use any trademark, word, symbol, letter or design in combination with the Marks in any manner which would create a combination mark. C. Unless otherwise requested by BroadVision, Reseller shall ensure that the phrase "Personalized by BroadVision One-To-One" shall appear on the logon screen, splash screen, or other first view of the Application seen by consumers or other end-users when they enter the Application and will use all commercially reasonable efforts to obtain the consent of Customers to the foregoing in connection with their respective uses of the Application. The above phrase shall be a hypertext link to a URL specified by BroadVision. Reseller's use of the phrase shall be in accordance with BroadVision's guidelines for use of the mark. 6. TITLE TO SOFTWARE. Reseller shall include BroadVision's copyright or proprietary rights notice on any copies of the Software or associated documentation, including copyright or proprietary rights notices of third parties that are included on media or in documentation provided by BroadVision. Reseller acknowledges that the Software is the property of BroadVision or its licensors. Subject to BroadVision's ownership of any materials or technology provided to Reseller, including without limitation the Software, the results of all development efforts made solely by Reseller, including all intellectual property rights in any software interface coding or programs created solely by Reseller during the term of this Agreement to enable the Software to operate within Reseller's hosted environment ("Developments"), shall be owned by Reseller, unless otherwise agreed or unless such Developments are supported on an ongoing basis by BroadVision, in which case BroadVision will have or retain all ownership rights, including intellectual property rights in the Developments. To the extent that BroadVision would otherwise have a claim of ownership in Developments, BroadVision hereby assigns all rights in and to such Developments to Reseller. 7. WARRANTY. BroadVision warrants that the Software will conform in all material respects to its written specifications when installed and for 90 days thereafter. For purposes of this Agreement, the sole source of such specifications shall be BroadVision's written user documentation as provided to Reseller concurrently with the delivery of the Software. BroadVision further warrants that the Software is and shall be "Year 2000 Compliant". For purposes of this Section 7, the term "Year 2000 Compliant" means that, through January 31, 2001 (a) no value for a current date will cause any interruption in operation; (b) date-based functionality will behave consistently for dates prior to, during, and after year 2000; (c) in all interfaces and data storage, the century in any date must be specified either explicitly or by unambiguous algorithms or inferencing rules; and (d) year 2000 must be recognized as a leap year. BroadVision further warrants, so long as Reseller is purchasing maintenance services pursuant to Section 4 hereof, that its maintenance services will be performed in a professional and workmanlike manner. Reseller will notify BroadVision during or within thirty (30) days after the expiration of the applicable warranty period set forth above of any nonconformity. Where a material nonconformity exists within the warranty period, and proper notice has been given to BroadVision, BroadVision will use due diligence to correct the nonconformity and provide Reseller with one copy of any such corrected version of the Software, or, if BroadVision is unable to correct such nonconformance within a reasonable period of time, refund all license fees paid to it for the Software, or the most recent software maintenance fee paid for the Software, if the nonconformity relates to a Standard Page 4 of 8 5 Release or maintenance services delivered pursuant to Section 4 herein. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, AND BROADVISION EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. 8. LIMITATION OF LIABILITY. Except for a party's liability under Section 9 hereof and for breaches of Section 13 of the Master Agreement and Section 10 hereof, each party's liability to the other under this Agreement or for any other reason relating to the products and services provided under this Agreement, including claims for contribution or indemnity, shall be limited to the amount paid to BroadVision under this Agreement. NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY UNDER THIS AGREEMENT, EACH PARTY AGREES THAT IN NO EVENT SHALL THE OTHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOSS OF USE, HOWEVER ARISING INCLUDING NEGLIGENCE; PROVIDED, HOWEVER, THAT LOST REVENUE OR LOST PROFITS ARISING FROM A PARTY'S UNAUTHORIZED USE, DISCLOSURE OR DISTRIBUTION OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION (INCLUDING WITHOUT LIMITATION THE SOFTWARE) SHALL BE DEEMED A DIRECT DAMAGE. 9. INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A. BroadVision will defend any action against Reseller claiming that the Software constitutes infringement or misappropriation of any patent, copyright, trademark, trade secret or intellectual property right. BroadVision shall indemnify Reseller for any reasonable expense incurred by Reseller in connection with the foregoing. BroadVision's obligations under this section are conditioned upon BroadVision having sole control of any such action, and upon Reseller notifying BroadVision immediately in writing of the claim and giving authority, information, and assistance necessary to settle or defend such claim. If the use of the Software infringes or is enjoined, or BroadVision believes it is likely to infringe or be enjoined, BroadVision may, at its sole option, (i) procure for Reseller the right to continue use of the licensed Software as furnished; (ii) replace the licensed Software; (iii) modify the licensed Software to make it non-infringing, provided that the Software still substantially conforms to the applicable specifications; or (iv) if BroadVision, after using all commercially reasonable efforts, is unable to accomplish the foregoing remedies, terminate the license and refund the license fee for the Software, less a proportional adjustment for the time the Software was used by Reseller, equal to the ratio of the time elapsed since the delivery date to five (5) years. The indemnity provided herein shall not apply if the alleged infringement arises from: (a) the use of other than a currently supported, unaltered release of the licensed Software; (b) the use of Software that has been modified or merged with other programs by Reseller; or (c) the use of the licensed Software in combination with software or hardware not provided under this Agreement or with the Application. The foregoing states BroadVision's sole and exclusive liability for patent, copyright, or other proprietary rights infringement or for breach of any express or implied warranty of title, ownership or non-infringement. B. Reseller will defend any action against BroadVision (a) claiming that any software provided by Reseller to Customers (other than the Software) infringes or misappropriates any patent, copyright, trademark, trade secret or intellectual property right; or (b) resulting from Reseller's acts, omissions, or misrepresentations. Reseller shall indemnify BroadVision for any reasonable expense incurred by BroadVision in connection with the foregoing. Reseller's obligations under this section are conditioned upon Reseller having sole control of any such action, and upon BroadVision notifying Reseller immediately in writing of the claim and giving authority, information, and assistance necessary to settle or defend such claim. 10. CONFIDENTIALITY OF SOFTWARE AND DOCUMENTS. A. Except to the extent permitted in the Master Agreement, Reseller shall not reproduce, duplicate, copy, sell, or otherwise disseminate the Software, including operating instructions, user manuals, and training materials, in any medium except as authorized herein. B. Reseller acknowledges that the Software is BroadVision's extremely valuable trade secret. With respect to any copies of the Software retained by Reseller for its internal use, Reseller shall not disclose the Software to any third parties Page 5 of 8 6 (other than onsite contractors who are subject to confidentiality and use restrictions similar to those contained in this Agreement) nor use the Software for any purpose other than as expressly stated in this Agreement. With respect to copies of the Software that Reseller procures or makes for redistribution, such copies may only be redistributed so long as the recipient satisfies the requirements of this Agreement and, without limiting the foregoing, is subject to the use and disclosure restrictions of Attachment C. C. Reseller shall not release the results of any benchmark of the Software, or of any third party products embedded in the Software, without BroadVision's prior written approval. 11. AUDIT RIGHTS. No more than once annually, BroadVision may audit Reseller's records to ensure that license and other fees have been properly paid in compliance with this Agreement. Any such audit will be conducted during regular business hours at Reseller's offices and shall not interfere unreasonably with Reseller's business activities. If an audit reveals that Reseller has underpaid its total fees by more than five percent (5%), then Reseller shall pay BroadVision's reasonable costs of conducting the audit, in addition to the underpaid amount. 12. TERM/TERMINATION. A. This Agreement shall be for an initial term of [*] unless the Agreement is terminated previously as provided herein. B. BroadVision may terminate this Agreement upon 30 days prior written notice and an opportunity for Reseller to cure within such 30 days: (a) any material breach of this Agreement by Reseller; or (b) failure by Reseller to pay license fees for Software under the payment terms specified in this Agreement or as stated on BroadVision's invoice for such Software. Reseller may terminate this Agreement upon 30 days written notice and an opportunity for BroadVision to cure any material breach of this Agreement by BroadVision with such 30 days. C. Upon termination of this Agreement for any reason, the following shall occur: i. Reseller's rights under this Agreement shall automatically cease, provided that all sublicenses shall continue according to their terms. Reseller may continue using the release of the Software then in its possession solely for the purpose of continuing technical support for sublicenses granted prior to termination. ii. Reseller shall return to BroadVision or destroy the Software and other marketing materials, software, and data, except as required for the operation of Section 12.C.i above. iii. BroadVision shall, within sixty (60) days after the effective date of termination of this Agreement have the option to assume the responsibility of providing maintenance and support for the Software to any or all of Reseller's customers pursuant to BroadVision's standard terms and conditions for the performance of such services, provided such customer requests such assumption and BroadVision consents. Reseller shall provide BroadVision with copies of all maintenance agreements in force with End-Users. Reseller shall pay to BroadVision a prorated portion of the maintenance fees paid by such customers and retained by Reseller for the remaining terms of such agreements. Notwithstanding the foregoing, so long as Reseller is paying BroadVision Revenue Fees and annual maintenance fees for other copies of Software licensed to Reseller (including Software subsequently sublicensed to Customers), BroadVision will continue to provide maintenance services to Reseller pursuant to Section 4 hereof following termination or expiration of this Agreement unless BroadVision terminates this Agreement (a) because Reseller has not made payments under the Master Agreement or this Agreement when due, or (b) for Reseller's use, reproduction, disclosure or distribution of any of the Software in a manner not authorized by this Agreement or the Master Agreement. iv. Reseller's obligations under Sections 2 (to the extent that any amounts are owed to BroadVision as of the termination date), and Sections 4, 6, 7, 8, 9, 10, 12, and 13 will survive the termination of this Agreement. All other rights and obligations of the parties will cease upon termination of this Agreement. 13. GENERAL. A. WAIVER/AMENDMENT. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver, amendment, or modification is sought to be enforced. No failure or delay by either party in exercising any [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Page 6 of 8 7 right, power or remedy under this Agreement, except as specifically provided herein, shall be deemed as a waiver of any such right, power, or remedy. B. ASSIGNMENT. Either party may assign this Agreement to an entity acquiring substantially all of its assets or merging with it, provided that such assignee agree in writing to assume all obligations under this Agreement. Except as set forth above, neither party may assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written consent of the other. Any attempted assignment in violation of the foregoing shall be void and of no effect. Subject to the above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. C. DISPUTES. The rights of the parties hereunder shall be governed by the laws of the State of California without giving effect to principles of conflicts of laws. Any suits brought hereunder may be brought in the federal or state courts in Santa Clara County, California, and Reseller submits to the jurisdiction thereof. The parties expressly exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods, if applicable. Reseller acknowledges that the Software contains trade secrets, the disclosure of which would cause substantial harm to BroadVision that could not be remedied by the payment of damages alone. Accordingly, BroadVision will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any breach of BroadVision's intellectual property rights in the Software. D. SEVERABILITY. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. E. EXPORT. Reseller acknowledges that the laws and regulations of the United States restrict the export of the Software. Reseller agrees that it will not export or re-export the Software in any form without first obtaining the appropriate United States and foreign government approvals. F. NOTICE. Any notice, consent, or other communication hereunder shall be in writing, and shall be given personally, by confirmed fax or express delivery to either party at their respective addresses: (i) to BroadVision at: BroadVision, Inc. 585 Broadway Redwood City, CA 94063, USA Attn: Chief Financial Officer (ii) to Reseller at: Corio, Inc. 700 Bay Road, Suite 210 Redwood City, CA 94063 Attn: Roger Lee or such other address as may be designated by written notice of either party. Notices shall be deemed given when delivered or transmitted, or seven days after deposit in the mail. G. INDEPENDENT CONTRACTORS. The parties' relationship shall be solely that of independent contractor and nothing contained in this Agreement shall be construed to make either party an agent, partner, joint venturer, or representative of the other for any purpose. H. FORCE MAJEURE. If the performance of this Agreement, or any obligation hereunder, except the making of payments, is prevented, restricted, or interfered with by reason of any act or condition beyond the reasonable control of the affected party, the party so affected will be excused from performance to the extent of such prevention, restriction, or interference. I. ENTIRE AGREEMENT. All products and services delivered by BroadVision to Reseller are subject to the terms of this Agreement, unless specifically addressed in a separate agreement. 14. ESCROW. If Reseller so elects within ninety (90) days after the execution of this Agreement, Reseller may become a party to the agreement pursuant to which BroadVision has deposited the source code to the Software. Such escrow agreement is attached hereto as Attachment E. Reseller shall bear the costs of opening and maintaining such escrow account. Page 7 of 8 8 AGREED TO BY: BROADVISION, INC. /s/ Signature Illegible Signature Randall Bolten -------------- Printed Name CFO --- Title RESELLER: CORIO, INC. /s/ Signature Illegible Signature Laurent Pacalin --------------- Printed Name VP Business Development 11/8/99 ------------------------------- Title Page 8 of 8 9 Contract No. _____________________ ATTACHMENT A TO RESELLER AGREEMENT SCOPE OF LICENSE The following BroadVision products may be licensed to and sublicensed by Reseller under the terms and conditions of the Agreement, and are collectively referred to as the "Software" in the Agreement: BroadVision One-To-One Development System (aka BroadVision One-To-One Enterprise) BroadVision One-To-One Commerce Retail BroadVision One-To-One Commerce Business BroadVision One-To-One Deployment System BroadVision One-To-One Command Center BroadVision One-To-One Publishing Center BroadVision One-To-One Instant Publisher BroadVision One-To-One Design Center Reseller may use the Software to develop the following programs, collectively referred to as the "Application" in the Agreement, intended to be licensed to, or operated on behalf of, End-Users: Application is an eCommerce solution offering hosted and managed by Reseller on behalf of its customers. The Reseller's eCommerce solution is the Software integrated with the hardware, software, and services that Reseller provides to its Customers on a hosted basis. Application includes functionality related to multiple eCommerce businesses, malls, and business to business applications. Reseller may use third parties in development of the Application, provided they abide with this Agreement. Reseller may sublicense the Software in the following geographic areas, collectively referred to as the "Territory" in the Agreement: [*] Any request by Reseller to expand the Territory is subject to BroadVision's agreement, which agreement will not be unreasonably withheld. BroadVision will not condition such expansion on the payment of any expansion fee or to a change in the Revenue Fee methodology described in the Master Agreement. If BroadVision consents to any such expansion of the Territory and BroadVision offers a localized version of all or part of the Software on its local price list, Reseller will have the right to acquire licenses for such localized versions on the terms set forth in the price list, subject to the discount structure set forth in the Master Agreement. Notwithstanding anything to the contrary herein, Reseller may not sublicense Software or permit Software to be sublicensed to the following countries, corporations and their affiliates: (a) in the countries of [*] prior to December 1, 1999; (b) to the following financial services End-Users, prior to July 1, 2000, for applications relating to consumer or corporate financial services: [*] [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Page 1 of 2 10 [*] (c) [*] Initialed by: BroadVision Reseller [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Page 2 11 Contract No. _____________ ATTACHMENT B TO RESELLER AGREEMENT BROADVISION LICENSING PRACTICES BroadVision's current standard licensing practices are as follows for the products listed below. These practices are in effect as of June 15, 1999. * ONE-TO-ONE DEVELOPMENT SYSTEM -- licensed on a per-user basis. In other words, each individual who will use the One-To-One Development System to develop BroadVision One-To-One applications must be separately licensed. Customer may reassign One-To-One Development System licenses within reason, for example as employees terminate employment or transfer to other departments. One-To-One Development System products include: * ENTERPRISE DEVELOPMENT SYSTEM -- the basic BroadVision development system * APPLICATION DEVELOPMENT SYSTEM -- includes the Enterprise Development System and the objects and other products necessary to develop ONE of the BroadVision Applications (Retail Commerce, Financial, or Knowledge) * TWO APPLICATION DEVELOPMENT SYSTEM -- same as the Application Development System, but for TWO of the BroadVision Applications (NOTE: Business Commerce by itself is counted as a Two Application Development System) THREE APPLICATION DEVELOPMENT SYSTEM -- same as the Application Development System, but for THREE of the BroadVision Applications * ONE-TO-ONE DEPLOYMENT SYSTEM -- licensing is based on the maximum number of Profiled Users permitted to be tracked by BroadVision One-To-One applications. A Profiled User corresponds to a record in the BroadVision user profile database. The record maintains information about the user's profile and may refer to external sources for additional profile information. The number of Profiled Users represents the number of one-to-one relationships that Customer wants to maintain with its users. By licensing a number of profiled users the customer is paying for the right to keep that many records in the BroadVision user profile database at any point in time. Examples of Profiled Users include, but are not limited to customers, partners and employees. * ONE-TO-ONE TOOLS -- licensed on a per-user basis, similar to the One-To-One Development System products. One-To-One Tools include: * ONE-TO-ONE COMMAND CENTER, formerly known as the Dynamic Command Center, or DCC * ONE-TO-ONE PUBLISHING CENTER, formerly known as the Content Management Center, or CMC * ONE-TO-ONE INSTANT PUBLISHER * ONE-TO-ONE DESIGN CENTER, formerly known as the Visual Design Center, or VDC [NOTE: The One-To-One Command Center, the One-To-One Publishing Center, and the One-To-One Instant Publisher may be sublicensed to third parties using Customer's application software in accordance with the terms of this Agreement.] Page 1 of 1 12 Contract No ________________________ ATTACHMENT C TO RESELLER AGREEMENT REQUIRED PROVISIONS OF SUBLICENSE AGREEMENTS This Attachment C is incorporated into the Reseller Agreement (the "Agreement") dated the 8th day of November, 1999 between BroadVision, Inc. ("BroadVision") and Corio, Inc. ("Reseller"). The terms and conditions contained herein are subject in all respects to the terms and conditions of that Agreement, except that in the event of a conflict between the terms of this Attachment C and the Agreement, the terms of this Attachment C shall govern. Each agreement sublicensing the Software entered into between Reseller and its End-Users shall contain provisions that are at least as protective of BroadVision's interests as the following: 1. End-Users shall be licensed to use the object code of the Software only in accordance with BroadVision's licensing practices. Unless stated otherwise in the licensing practices, End-Users shall have the right to duplicate the Software only for backup or archival purposes and as necessary to transfer the Software to a backup computer in the event of computer malfunction. 2. End-Users shall not (i) rent, lease, or loan the Software; (ii) electronically transmit the Software over a network except as necessary for End-User's licensed use of the Software; (iii) use run-time versions of third-party products embedded in the Software, if any, for any use other than the intended use of the Software, (iv) modify, disassemble, decompile, or reverse engineer the Software; (v) sublicense or transfer possession of any copy of the Software to another party, except as expressly permitted by BroadVision; or (vi) use the Software in any way not expressly provided for. 3. Title to the Software shall not pass to the End-User. End-User shall include BroadVision's copyright or proprietary rights notice on any copies of the Software or associated documentation, including copyright or proprietary rights notices of third parties that are included on media or in documentation provided by BroadVision. End-User shall acknowledge that the Software is the property of BroadVision or its licensors. 4. End-User may be permitted to grant nontransferable sublicenses to portions of the Software, where such grants are explicitly permitted by BroadVision's licensing practices. End-User shall require each such sublicensee, before it may use or install the sublicensed Software, to execute a written license agreement containing, at a minimum, the required provisions specified in this Attachment. End-User shall indemnify BroadVision for all losses, costs, damages, expenses, and liabilities caused by a sublicensee's failure to honor the terms of such sublicense, or by End-User's failure to include required terms in its sublicense agreements with its sublicensees. 5. Unless otherwise requested by BroadVision, End-User shall ensure that the phrase "Personalized by BroadVision One-To-One" shall appear prominently on the logon screen, splash screen, or other first view of the End-User's application seen by consumers or other end-users when they enter such application. The above phrase shall be a hypertext link to a URL specified by BroadVision. End-User's use of the phrase shall be in accordance with BroadVision's guidelines for use of the mark. 6. BroadVision disclaims all warranties, express or implied, to End-Users. 7. BroadVision shall not be liable for any damages, whether direct, indirect, incidental, or consequential, arising from the use of the Software. 8. End-User shall not reproduce, duplicate, copy, sell, or otherwise disclose, or disseminate the Software, including operating instructions, user manuals, and training materials, in any medium except as expressly permitted pursuant to BroadVision's licensing practices or this Attachment. End-User expressly undertakes, using reasonable efforts not less than it exercises for its own confidential materials, to retain in confidence, and to require its employees or consultants to retain the Software in confidence, and will make no use of such information, except under the terms and during the existence of its Agreement with Reseller, and only to the extent that such use is necessary to End-User's employees or consultants in the course of their employment. 9. At the termination of the End-User License, the End-User shall discontinue use and shall destroy or return Page 1 of 2 13 the Software to BroadVision, including all archival or other copies. 10. BroadVision is a third-party beneficiary of the End-User License agreement with Reseller. 11. The End-User shall not publish any result of benchmark tests run on the Software. 12. End-User may assign its license to the Software only to an entity acquiring substantially all of its assets or merging with it, provided that such assignee agree in writing to assume all associated obligations. Otherwise, End-User may not assign its rights in the Software to any third party, and any attempted assignment in violation of the foregoing shall be void and of no effect. 13. The End-User shall comply fully with all relevant regulations of the United States Department of Commerce and with the U.S. Export Administration to assure that the Software is not exported in violation of the code and regulations. Page 2 of 2 14 Attachment D To Software License and Services Agreement BROADVISION SUPPORT POLICY Case tracking is the procedure of tracking customer-reported problems. BroadVision support engineers open cases in the order in which they are received. Cases have different priorities and will be treated accordingly. Standard support is provided from 9am to 6pm PT in America, and 9am to 6pm GMT in Europe. (For enhanced support coverage see the section below concerning After-hours support.) If a case hasn't been opened after 1 day the Support manager will be notified. After 2 days the Support Director will be notified. CASE ESCALATION AND 'HOT SITE' STATUS The support engineer opening a case will set case priority. A customer may request that a case be escalated at any time by contacting the Support engineer or the Support Manager. Unusually important site problems will be considered 'hot sites'. This includes such issues as serious reliability problems or significant performance problems on production systems. To escalate a case, the customer may notify their Support engineer or the Support Manager. A 'hot site' will gain Executive level attention and all necessary resources to resolve the issue as quickly as possible. A hot site will have a dedicated Support engineer until it is resolved. The customer is expected to provide technical resources, remote access and reproducible cases as necessary. BroadVision will manage a list of issues to be resolved in the escalation to be communicated daily by the assigned Support engineer. Once all the issues are resolved, the escalation to 'hot site' will be closed. The response and turnaround times indicated below are BroadVision's most reasonable estimates of such times. Such times may be impacted by a number of factors beyond BroadVision's reasonable control, including without limitation the fact that the source of the problem may exist with a component not provided by BroadVision. BroadVision will not be deemed to be in breach of its maintenance obligations to Reseller if it fails to meet such response or turnaround times due to factors beyond BroadVision's reasonable control. PRIORITY 1 The highest level is reserved for site-down type failures. Once BroadVision support is notified that a site is down they will start work to restore the site as soon as possible. If a site is not restored after 4 hrs of work the Support engineer will move the site to 'hot site' status. The WPSO engineer who worked on the site will be contacted and Support Director notified of escalation. After 1 day of escalation VP WPSO and VP Engineering will be notified. The VPs will identify additional resources to work on the problem. After 2 days of escalation the CEO will be notified. PRIORITY 2 Level 2 is for serious problems on a site not causing total failure. BroadVision Support will start work on the site as soon as they are aware of the problem. If a workaround has not been developed after 1 day of work by Support then the Support Director will be notified. After 3 days of work VP WPSO and VP Engineering will be notified. PRIORITY 3 The third level is for general issues on a site not causing serious problems. If a case isn't resolved after 2 days the Support Manager will be notified. After 3 days the Support Director will be notified. 15 PRIORITY 4 The lowest level is for questions or issues on a site not requiring immediate action. If a case isn't resolved after 3 days the Support Manager will be notified. After 5 days the Support Director will be notified. AFTER-HOURS SUPPORT An optional support package is available to provide support 7 days a week, 24 hrs a day for assistance with serious problems on live-sites. It will not support development questions/issues. Customers with this support will be provided with a single pager number to contact the on-call Support person in the case of a priority 1 support call. It is preferred that the customer must provide BroadVision dialup access to the site in order to for support to able to provide assistance in the recovery process. The Support engineer on call will have a laptop so that he/she can then dial into the website and help effect system recovery. DOCUMENTING KNOWN PROBLEMS This note is to announce BroadVision's policy of sharing bug lists with customers. Several customers and the field have requested that we share an edited version of the bug list with our customers. The intent is to pro-actively let the customers know about known problems and document workarounds. Support, engineering and product management will decide which problems to report. Today we publish some of this information in the Known Problems section of the Release Notes. The following is our policy of enhancing this information as well as updating the known bugs every month and making it available through the support section of the BroadVision web site. 1. Currently we provide the following information in the Known Problems section of the Release Notes. The Release Notes will be updated upon every release. Bug Information: problem ID, brief description, any known workaround 2. Starting with version 4.1 Technical Support will update the Known Bugs section to include known bugs reported since the last release. This will be updated once a month. Since the updates will be written by Technical Support, it will be directed to an engineering audience. At product release time, Tech Pubs will roll them into the formal Release Notes. 3. We will also make the following patch information available on our Tech support site: Patch Number: Date released: Required previous patches: Resolved problems: PRODUCT ENHANCEMENT REQUEST PROCEDURE TO SUBMIT AN ENHANCEMENT REQUEST Log in to Broadvision.com\login.html. Select Support, and then click "Submit a new ticket". Include the text "Enhancement" in the description before submitting the request, and the product you wish to submit an enhancement request for. PM will review enhancements on a weekly basis and respond to you, the submitter, with the status 16 GETTING ENHANCEMENTS INTO AN UPCOMING PRODUCT RELEASE At the start of each project Product Manager will go through the enhancement list with ISG and engineering to determine which should be included in the next release. If there are specific features that need to be included to satisfy a project need, please include that information in the ER when submitted, and email the appropriate Product Manager. 17 COMPATIBILITY POLICY This note clarifies BroadVision's policy on compatibility between production releases. BV will provide a migration path between the objects, templates, and scripts, components and content that customers have created with a production release of One-To-One to the next production release of One-To-One. Addressing these in turn: 1. BroadVision Standard objects - if we change the tag syntax of BV standard objects we will provide tools and procedures needed to migrate those objects from one release to the next. This will provide migration path for templates using BV standard objects. 2. BroadVision Standard components - if we change the signature of BV standard components we will provide tools and procedures needed to migrate scripts from one release to the next. This will provide migration path for scripts using BV standard components. 3. BroadVision APIs - we will in general maintain backward compatibility between BroadVision APIs. In cases, where this is not possible or desirable we will provide tools and procedures to migrate the APIs. This will provide migration path for custom dynamic objects that use our APIs. 4. Database - when we make the schema changes we will provide migration tools to update older schema and content from one production release of One-To-One to the next. Please note that we do not guarantee compatibility between Beta and FCS versions of any given release. However, we will strive to not have major API, tag-syntax or schema changes between Beta and FCS releases. If you have any questions or suggestions please send email to bv-pm@broadvision.com. SUPPORT POLICY FOR THIRD-PARTY SOFTWARE PRODUCTS Broadvision's policy is to certify One-To-One products against the versions of third-party products that are released and available sufficiently in advance of Broadvision's release date to allow for complete testing. This often means that third-party vendors will release new versions of their products prior to the next release of One-To-One. While Broadvision would prefer that customers use the software versions with which One-To-One was tested, we also understand that customers will, for various reasons, want to use these new versions of third-party products. Broadvision will support customers who use newer versions of third-party products as long as the vendor guarantees forward compatibility. One-To-One products should work on these new versions. By support we mean that we will work with the customer to resolve compatibility problems with the third-party vendor. Broadvision will also consider, at our option, developing and releasing minor fixes for our products in order to resolve problems with new versions of third-party products. Broadvision will usually test and certify these newer versions of third-party products in the next release of One-To-One. This can be a good indicator that the newer versions will work with the current release of One-To-One. In exceptional cases Broadvision may determine that the newer version of a third-party product can not be used with One-To-One because it fails in some way during the testing cycle. In this case we will continue to certify the older version. 18 Contract No ________ ATTACHMENT E TO RESELLER AGREEMENT MASTER PREFERRED ESCROW AGREEMENT Master Number _____________________ THIS ESCROW AGREEMENT is effective June ______, 1996 among DATA SECURITIES INTERNATIONAL, INC. ("DSI"), BROADVISION, INC. ("BroadVision") and any party signing the Acceptance Form attached to this Agreement ("Licensee"). WHEREAS, BroadVision and Licensee have entered or will enter into a License Agreement or other agreement pertaining to BroadVision software (the "License Agreement"); WHEREAS, BroadVision desires to avoid disclosure of its software except under certain limited circumstances; WHEREAS, Licensee may need access to the software under certain limited circumstances; WHEREAS, BroadVision and Licensee desire to establish an escrow with DSI to provide for the retention of, administration of and access to specified BroadVision software; and WHEREAS, the parties desire this Agreement to be supplementary to the License Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n). 1. DEPOSITS. 1.1 OBLIGATION TO MAKE DEPOSIT. Upon the signing of this Agreement by the parties, including the signing of the Acceptance Form, BroadVision shall deliver to DSI the software and other materials ("Deposit Materials") required to be deposited by the License Agreement or, if the License Agreement does not identify the materials to be deposited with DSI, then the materials identified on an Exhibit A. If Exhibit A is applicable, BroadVision and Licensee shall sign it. DSI shall have no obligation with respect to the preparation, signing or delivery of Exhibit A. 1.2 IDENTIFICATION OF TANGIBLE MEDIA. Prior to the delivery of the Deposit Materials to DSI, BroadVision shall conspicuously label for identification each document, magnetic tape, disk, or other tangible media upon which the Deposit Materials are written or stored. Additionally, BroadVision shall complete Exhibit B to this Agreement by listing each such tangible media by the item label description, the type of media and the quantity. The Exhibit B must be signed by BroadVision and delivered to DSI with the Deposit Materials. Unless and until BroadVision makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify the parties regarding the status of the deposit account as required in Section 2.2 below. 1.3 DEPOSIT INSPECTION. When DSI receives the Deposit Materials and the Exhibit B, DSI will conduct a deposit inspection by visually matching the labeling of the tangible media containing the Deposit Materials to the item descriptions and quantity listed on the Exhibit B. 1.4 ACCEPTANCE OF DEPOSIT. At completion of the deposit inspection, if DSI determines that the labeling of the tangible media matches the item descriptions and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy thereof to BroadVision and Licensee. If DSI determines that the labeling does not match the item descriptions or quantity on the Exhibit B, DSI will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign the Exhibit B with the exceptions noted; and (c) provide a copy of the Exhibit B to BroadVision and each Licensee. DSI's acceptance of the deposit occurs upon the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to Licensee is Licensee's notice that the Deposit Materials have been received and accepted by DSI. Licensee understands and agrees that it will receive the most recent copy or copies of Exhibit B, which may predate the License Agreement. 1.5 DEPOSIT UPDATES. Unless otherwise provided by the License Agreement, BroadVision shall update the Deposit Materials within 30 days of each standard release (as defined in the License Agreement) of the Deposit Materials. Such updates will be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed by Page 1 of 10 19 BroadVision. Each Exhibit B will be held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. The processing of all deposit updates shall be in accordance with Sections 1.2 through 1.4 above. All references in this Agreement to the Deposit Materials shall include the initial Deposit Materials and any updates. 1.6 REMOVAL OF DEPOSIT MATERIALS. The Deposit Materials may be removed or exchanged only on written instructions signed by BroadVision and Licensee, or as otherwise provided in this Agreement. 2. CONFIDENTIALITY AND RECORD KEEPING. 2.1 CONFIDENTIALITY. DSI shall maintain the Deposit Materials in a secure, environmentally safe, locked receptacle which is accessible only to authorized employees of DSI. DSI shall have the obligation to reasonably protect the confidentiality of the Deposit Materials. Except as provided in this Agreement, DSI shall not disclose, transfer, make available, or use the Deposit Materials. DSI shall not disclose the content of this Agreement to any third party. If DSI receives a subpoena or other order of a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Materials, DSI will immediately notify the parties to this Agreement. It shall be the responsibility of BroadVision and Licensee to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI will not be required to disobey any court or other judicial tribunal order. 2.2 STATUS REPORTS. DSI will issue to BroadVision and each Licensee a report profiling the account history at least semi-annually. DSI may provide copies of the account history pertaining to this Agreement upon the request of any party to this Agreement. 2.3 AUDIT RIGHTS. During the term of this Agreement, BroadVision and Licensee shall each have the right to inspect the written records of DSI pertaining to this Agreement. Any inspection shall be held during normal business hours and following reasonable prior notice. 3. GRANT OF RIGHTS TO DSI. 3.1 TITLE TO MEDIA. BroadVision hereby transfers to DSI the title to the media upon which the Deposit Materials are written or stored. However, this transfer does not include the ownership of the proprietary information and materials contained on the media, such as any copyright, trade secret, patent or other intellectual property rights. 3.2 RIGHT TO MAKE COPIES. DSI shall have the right to make copies of the Deposit Materials as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure and other proprietary notices and titles contained on the Deposit Materials onto any copies made by DSI. With all Deposit Materials submitted to DSI, BroadVision shall provide any and all instructions as may be necessary to duplicate the Deposit Materials, including but not limited to the hardware and/or software needed. 3.3 RIGHT TO SUBLICENSE UPON RELEASE. BroadVision hereby grants to DSI a non-exclusive, irrevocable, perpetual, and royalty-free license to sublicense the Deposit Materials to Licensee upon the release, if any, of the Deposit Materials in accordance with Section 4.5 below. Except upon such a release, DSI shall not sublicense or otherwise transfer the Deposit Materials. 4. RELEASE OF DEPOSIT. 4.1 RELEASE CONDITIONS. As used in this Agreement, "Release Conditions" shall mean the following: (a) BroadVision's failure to perform maintenance services as specified in the applicable attachment to the License Agreement, which failure has not been cured within the applicable cure period specified in the License Agreement; or (b) BroadVision's failure to continue to do business in the ordinary course. 4.2 FILING FOR RELEASE. If Licensee believes in good faith that a Release Condition has occurred, Licensee may provide to DSI written notice 20 of the occurrence of the Release Condition and a request for the release of the Deposit Materials. Upon receipt of such notice, DSI shall provide a copy of the notice to BroadVision, by a nationally recognized overnight courier. 4.3 CONTRARY INSTRUCTIONS. From the date DSI mails the notice requesting release of the Deposit Materials, BroadVision shall have ten business days to deliver to DSI Contrary Instructions. "Contrary Instructions" shall mean the written representation by BroadVision that a Release Condition has not occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall send a copy to Licensee by a nationally recognized overnight courier. Additionally, DSI shall notify both BroadVision and Licensee that there is a dispute to be resolved pursuant to Section 7.3. Subject to Section 5.2, DSI will continue to store the Deposit Materials without release pending (a) joint instructions from BroadVision and Licensee, (b) resolution pursuant to Section 7.3, or (c) order of a court. 4.4 RELEASE OF DEPOSIT. If DSI does not receive Contrary Instructions from the BroadVision, DSI is authorized to release the Deposit Materials to Licensee or, if more than one beneficiary is registered to the deposit, to release a copy of the Deposit Materials to the Licensee. However, DSI is entitled to receive any fees due DSI before making the release. This Agreement with respect to a particular Licensee will terminate upon the release of the Deposit Materials held by DSI to such Licensee. 4.5 USE LICENSE FOLLOWING RELEASE. Unless otherwise provided in the License Agreement, upon release of the Deposit Materials in accordance with this Section 4, BroadVision hereby grants to Licensee a non-exclusive, non-transferable, non-sublicenseable license to use the Deposit Materials to maintain and support the Software (as defined in the License Agreement) in order for Licensee to continue using the Software in accordance with the terms of the License Agreement. Licensee may not reproduce, distribute, create derivative works of, publicly perform, publicly display or digitally perform the Deposit Materials. Licensee shall not have the right to enhance the Software or add any new functionality to the Software. Licensee shall continue to pay all royalties which accrue under the License Agreement based on continued use of the Software (including without limitation any fees attributable to the number of profiled users), and Licensee's failure to make such payments when due shall terminate this license. The Deposit Materials shall be deemed Confidential Information under the License Agreement, and all confidentiality obligations therein shall apply to the Deposit Materials in perpetuity. 5. TERM AND TERMINATION. 5.1 TERM OF AGREEMENT. The initial term of this Agreement is for a period of one year. Thereafter, this Agreement shall automatically renew from year-to-year unless (a) with respect to a Licensee, BroadVision and such Licensee jointly instruct DSI in writing that the Agreement is terminated; or (b) the Agreement is terminated by DSI for nonpayment in accordance with Section 5.2. If the Acceptance Form has been signed at a date later than this Agreement, the initial term of the Acceptance Form will be for one year with subsequent terms to be adjusted to match the anniversary date of this Agreement. If the deposit materials are subject to another escrow agreement with DSI, DSI reserves the right, after the initial one year term, to adjust the anniversary date of this Agreement to match the then prevailing anniversary date of such other escrow arrangements. 5.2 TERMINATION FOR NONPAYMENT. In the event of the nonpayment of fees owed to DSI, DSI shall provide written notice of delinquency to all parties to this Agreement. Any party to this Agreement shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full by DSI within one month of the date of such notice, then DSI shall have the right to terminate this Agreement at any time thereafter by sending written notice of termination to all parties. DSI shall have no obligation to take any action under this Agreement so long as any payment due to DSI remains unpaid. 5.3 DISPOSITION OF DEPOSIT MATERIALS UPON TERMINATION. Upon termination of this Agreement by joint instruction of BroadVision and a Licensee, DSI shall destroy, return, or otherwise deliver the Deposit Materials in accordance with such instructions. Upon termination for nonpayment, DSI may, at its sole discretion, destroy the Deposit Materials or return them to BroadVision. DSI shall have no obligation to return or destroy the Deposit Page 3 of 10 21 Materials if the Deposit Materials are subject to another escrow agreement with DSI. 5.4 SURVIVAL OF TERMS FOLLOWING TERMINATION. Upon termination of this Agreement, Sections 3.3, 4.5, 6.2 and 7 of this Agreement shall survive: 6. DSI'S FEES. 6.1 FEE SCHEDULE. Each Licensee shall pay to DSI its standard fees and expenses applicable to the services provided for Licensee. DSI shall notify Licensee at least 90 days prior to any increase in fees. For any service not listed on DSI's standard fee schedule, DSI will provide a quote prior to rendering the service, if requested. 6.2 PAYMENT TERMS. DSI shall not be required to perform any service unless the payment for such service and any outstanding balances owed to DSI are paid in full. All other fees are due upon receipt of invoice. If invoiced fees are not paid, DSI may terminate this Agreement in accordance with Section 5.2. Late fees on past due amounts shall accrue at the lesser of the rate of one and one-half percent per month (18% per annum) from the date of the invoice or the maximum rate allowable under applicable law. 7. LIABILITY AND DISPUTES. 7.1 RIGHT TO RELY ON INSTRUCTIONS. DSI may act in reliance upon any instruction, instrument, or signature reasonably believed by DSI to be genuine. DSI may assume that any employee of a party to this Agreement who gives any written notice, request, or instruction has the authority to do so. DSI shall not be responsible for failure to act as a result of causes beyond the reasonable control of DSI. 7.2 INDEMNIFICATION. DSI shall be responsible to perform its obligations under this Agreement and to act in a reasonable and prudent manner with regard to this escrow arrangement. Provided DSI has acted in the manner stated in the preceding sentence, BroadVision and Licensee each agree to indemnify, defend and hold harmless DSI from any and all claims, actions, damages, arbitration fees and expenses, costs, attorney's fees and other liabilities incurred by DSI relating in any way to this escrow arrangement. 7.3 DISPUTE RESOLUTION. Any dispute relating to or arising from this Agreement shall be resolved by arbitration under the Commercial Rules of the American Arbitration Association. Unless otherwise agreed by BroadVision and Licensee, arbitration will take place in Palo Alto, California, U.S.A. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator(s). Service of a petition to confirm the arbitration award may be made by nationally recognized overnight courier to the attorney for the party or, if unrepresented, to the party at the last known business address. 7.4 CONTROLLING LAW. This Agreement is to be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. 7.5 NOTICE OF REQUESTED ORDER. If any party intends to obtain an order from the arbitrator or any court of competent jurisdiction which may direct DSI to take, or refrain from taking any action, that party shall: (a) Give DSI at least two business days' prior notice of the hearing; (b) Include in any such order that, as a precondition to DSI's obligation, DSI be paid in full for any past due fees and be paid for the reasonable value of the services to be rendered pursuant to such order; and (c) Ensure that DSI not be required to deliver the original (as opposed to a copy) of the Deposit Materials if DSI may need to retain the original in its possession to fulfill any of its other escrow duties. 8. GENERAL PROVISIONS. 8.1 ENTIRE AGREEMENT. This Agreement, which includes the Acceptance Form and the Exhibits described herein, embodies the entire understanding between all of the parties with respect to its subject matter and supersedes all previous communications, representations or understandings, Page 4 of 10 22 either oral or written. No amendment or modification of this Agreement shall be valid or binding unless signed by all the parties hereto, except Exhibit A need not be signed by DSI and Exhibit B need not be signed by Licensee. 8.2 NOTICES. All notices, invoices, payments, deposits and other documents and communications shall be given to the parties at the addresses specified in the attached Exhibit C and Acceptance Form. It shall be the responsibility of the parties to notify each other as provided in this Section in the event of a change of address. The parties shall have the right to rely on the last known address of the other parties. Unless otherwise provided in this Agreement, all documents and communications may be delivered by certified mail, return receipt requested. 8.3 SEVERABILITY. In the event any provision of this Agreement is found to be invalid, voidable or unenforceable, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision. 8.4 SUCCESSORS. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties. However, DSI shall have no obligation in performing this Agreement to recognize any successor or assign of BroadVision or Licensee unless DSI receives clear, authoritative and conclusive written evidence of the change of parties. BROADVISION, INC. DATA SECURITIES INTERNATIONAL, INC. By: By: ------------------------------- ------------------------------- Name: Name: ----------------------------- ----------------------------- Title: Title: ---------------------------- ---------------------------- Date: Date: ----------------------------- ----------------------------- Page 5 of 10 23 ACCEPTANCE FORM Account Number _________________________ __________________ hereby (i) acknowledges that it is a Licensee referred to in the Master Preferred Escrow Agreement effective June ____, 1996 with Data Securities International, Inc. as the escrow agent and BroadVision, Inc. as the Depositor and (ii) agrees to be bound by all provisions of such Agreement. [Licensee] By: --------------------------------- Name: ------------------------------ Title: ----------------------------- Date: ------------------------------ Notices and communications should be addressed to: Invoices should be addressed to: Licensee Name: ----------------------- ----------------------------------- Address: ----------------------------- ----------------------------------- ------------------------------------- ------------------------------------ ------------------------------------- ------------------------------------ Designated Contact: Contact: ------------------ --------------------------- Telephone: --------------------------- ----------------------------------- Facsimile: --------------------------- ----------------------------------- BroadVision hereby enrolls Licensee to the following account(s): Account Name Account Number ------------ -------------- ------------------------------------- ------------------------------------ ------------------------------------- ------------------------------------ ------------------------------------- ------------------------------------ BROADVISION, INC. DATA SECURITIES INTERNATIONAL, INC. By: By: ---------------------------------- -------------------------------- Name: Name: -------------------------------- ------------------------------ Title: Title: ------------------------------- ----------------------------- Date: Date: -------------------------------- ------------------------------ Page 6 of 10 24 EXHIBIT A MATERIALS TO BE DEPOSITED Account Number ______________________ BroadVision represents to Licensee that Deposit Materials delivered to DSI shall consist of the following: BROADVISION, INC. LICENSEE By: By: ------------------------------- ------------------------------- Name: Name: ----------------------------- ----------------------------- Title: Title: ---------------------------- ---------------------------- Date: Date: ----------------------------- ----------------------------- Page 7 of 10 25 EXHIBIT B DESCRIPTION OF DEPOSIT MATERIALS Account Number:_______________________________ Company Name: BROADVISION, INC. DEPOSIT TYPE: _________Initial__________ Supplemental ENVIRONMENT Host System CPU/OS_____________________ Version_______________ Backup________________ Source System CPU/OS___________________ Version_______________ Compiler________________ Special Instructions:_____________________________________ DEPOSIT COPYING REQUIREMENT: Hardware needed:________________________________________________________________ Software needed/Instructions:___________________________________________________ DEPOSIT MATERIALS: Exhibit B Name________________________________ Version__________________________ Item label description Media Quantity For BroadVision, I certify that the above For DSI, I certify that the deposit described Deposit Materials have been inspection has been completed transmitted to DSI: (any exceptions are noted above): By By ------------------------------- ------------------------------- Print Name Print Name ----------------------- ----------------------- Date Date of Acceptance ----------------------------- --------------- ISE EX. B# ------------ ----------- Send materials to: DSI, 9555 Chesapeake Dr. #200, San Diego, CA 92123 Page 8 of 10 26 EXHIBIT C DESIGNATED CONTACT Master Number ___________________________ Notices and communications should be addressed to: Invoices should be addressed to: Company Name: BroadVision, Inc. 333 Distel Circle Address: 333 Distel Circle Los Altos, CA 94022 Los Altos, CA 94022 Contact: Chief Financial Officer Designated Contact: Controller Telephone: (415) 943-3600 Facsimile: (415) 943-____ Requests to change the designated contact should be given in writing by the designated contact or an authorized employee. Contracts, Deposit Materials and notices Invoice inquiries and fee remittances to DSI should be addressed to: to DSI should be addressed to: DSI DSI Contract Administration Accounts Receivable Suite 200 Suite 1450 9555 Chesapeake Drive 425 California Street San Diego, CA 92123 San Francisco, CA 94104 Telephone: (619) 694-1900 (415) 398-7900 Facsimile: (619) 694-1919 (415) 398-7914 Date: ------------------------------- Page 9 of 10 27 ADDITIONAL ESCROW ACCOUNT AMENDMENT TO MASTER PREFERRED ESCROW AGREEMENT Master Number __________________ New Account Number _________________ BroadVision, Inc. ("BroadVision") has entered into a Master Preferred Escrow Agreement with Data Securities International, Inc. ("DSI"). Pursuant to that Agreement, BroadVision may deposit certain Deposit Materials with DSI. BroadVision desires that new Deposit Materials be held in a separate account and be maintained separately from the existing account. By execution of this Amendment, DSI will establish a separate account for the new Deposit Materials. The new account will be referenced by the following name:____________________. BroadVision hereby agrees that all terms and conditions of the existing Master Preferred Escrow Agreement previously entered into by BroadVision and DSI will govern this account. The termination or expiration of any other account of BroadVision will not affect this account. BROADVISION, INC. DATA SECURITIES INTERNATIONAL, INC. By: By: ------------------------------- ------------------------------- Name: Name: ----------------------------- ----------------------------- Title: Title: ---------------------------- ---------------------------- Date: Date: ----------------------------- ----------------------------- Page 10 of 10 EX-10.6 11 EXHIBIT 10.6 1 Exhibit 10.6 CONCENTRIC NETWORK CORPORATION 10590 N. TANTAU AVENUE, CUPERTINO, CA 95014 CONCENTRIC HOST SERVER SOLUTIONS SERVICE AGREEMENT This Concentric Host Server Solutions Service Agreement ("Agreement") is made and entered into on this 29th day of January, 1999 ("Effective Date"), by and between Concentric Network Corporation, Inc., a Delaware corporation ("Concentric"), and Corio Corporation ("Customer"), a Delaware corporation with its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063. The Parties hereto agree as follows: 1.0 SERVICES Subject to the terms and conditions of this Agreement, during the term of this Agreement, Concentric will provide to Customer the goods and services (collectively, the "Services") as described and selected in the applicable Co-location Order Form(s), and/or the Managed Server Order Form(s) (each an "Order Form") attached hereto as Exhibit A. 2.0 PAYMENT AND INVOICES 2.1 Fees. Customer shall pay Concentric all fees indicated on the applicable Order Form. These fees and charges may include a one-time set-up charge, as well as certain monthly fees. During the term of this Agreement the fees shall be fixed; however, should Concentric's general fees for the Services decrease during the term, Customer's fees will be adjusted accordingly. 2.2 Payment Terms. Concentric shall invoice Customer monthly, at the end of each month, for the fees payable under this Agreement pursuant to the applicable Order Form, and Customer shall pay Concentric such fees no later than thirty (30) days after the invoice date. If Concentric does not receive payment in full for each invoice within thirty (30) days after the invoice date, Concentric may add to Customer's account a late charge of 1.5% per month, or the maximum amount allowed by law, whichever is less. 2.3 Taxes. All fees are in United States dollars and exclude any applicable taxes. Customer shall pay, indemnify and hold Concentric harmless from all sales, use, value added or other taxes of any nature, other than taxes on Concentric's net income, including penalties and interest, and all government permit or license fees assessed upon or with respect to any fees due under this Agreement (except to the extent Customer provides Concentric with a valid tax exemption certificate). If any applicable foreign law requires Customer to withhold amounts from any payments to Concentric hereunder: (a) Customer shall affect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Concentric with tax receipts evidencing the payments of such amounts; and (b) the sum payable by Customer upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, Concentric receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Concentric would have received and retained in the absence of such required deduction or withholding. 3.0 REPRESENTATIONS AND WARRANTIES 3.1 General. Each party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound. Each party shall, at its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all applicable filings, registrations, reports, licenses, permits and authorizations necessary to perform its obligations under this Agreement. 3.2 Compliance with Laws. Customer represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement. Each party shall, at its own expense, comply with all laws, regulations and other legal requirements that apply to it and this Agreement, including copyright, privacy and communications decency laws. 3.3 Acceptable Use. (a) Customer is solely responsible for the content of any postings, data or transmissions using the Services, or any other use of the Services by Customer or by any person or entity Customer permits to access the Services. Customer represents and warrants that it will: (a) not use any Concentric equipment or services in a manner that: (i) is prohibited by any law or regulation or Concentric policy, or to facilitate the violation of any law or regulation or such policy; or (ii) will disrupt third parties' use or enjoyment of any communications service or outlet; (b) not violate or tamper with the security of any Concentric computer equipment or program; and (c) enter into an agreement with each of its end-users sufficient to comply with the terms herein. If Concentric has reasonable grounds to believe that Customer is utilizing the Services for any such illegal purpose, as stated above in (a)(i), or disruptive purpose, as stated above in (a)(ii) or (b), Concentric may suspend or terminate Services immediately upon notice to Customer. Except for actions requiring immediate action as required by government regulation or by law, or required to protect Concentric's network, Concentric will make best efforts to notify Customer in advance of actions it may take to limit Customer's or its User's access to the network. (b) Customer acknowledges and expressly agrees that Concentric will not be liable to Customer or its customers for any action Concentric takes to remove or restrict access to obscene, indecent or offensive content made available by Customer, not for * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. ServerSolutions092298 Confidential Page 1 of 5 2 any action taken to restrict access to material made available in violation of any law, regulation or rights of a third party, including but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy. 3.4 Facilities Concentric warrants that the data center facilities in which Customer's server(s) reside will maintain the following features: * Secure, scalable areas including cabinets, racks, shelves, locked cages and suites * Telco hardened * Environmental controls * Redundant heating, ventilation and air condition systems' * Physically secure with escorted access at all times * Fire Master 200 Fire Suppression System * Redundant, built-in, clean, continuous power distribution units to servers * Redundant power: UPS and diesel generator power back-up 3.5 DISCLAIMER. THE WARRANTIES SET FORTH IN THIS SECTION 3 ARE THE ONLY WARRANTIES MADE BY CONCENTRIC. CONCENTRIC MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ITS SERVICES, ANY RELATED SERVICE OR SOFTWARE, OR THE FITNESS OF THE SPACE FOR CUSTOMER'S USE CONCENTRIC HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION GIVEN BY CONCENTRIC, ITS EMPLOYEES, LICENSORS OR THE LIKE WILL CREATE A. WARRANTY. 4.0 LIMITATION OF LIABILITY EXCEPT FOR CUSTOMER'S OBLIGATIONS TO PROVIDE NON LIABILITY FOR CONCENTRIC PURSUANT TO SECTION 3.3(b), UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL (A) EITHER PARTY OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING THE SERVICES, OR (B) WITH REGARD TO THIRD-PARTY SOFTWARE, THE APPLICABLE LICENSOR, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR, IF APPLICABLE, THE THIRD-PARTY SOFTWARE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CONCENTRIC'S RECORDS, PROGRAMS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY BREACH BY CONCENTRIC OF THIS AGREEMENT, CONCENTRIC'S LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNT PAID TO CONCENTRIC BY CUSTOMER DURING THE PREVIOUS TWELVE MONTHS. IN THE EVENT OF ANY BREACH BY THE THIRD-PARTY LICENSOR OF THIS AGREEMENT, SUCH LICENSOR'S LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNT PAID FOR SUCH THIRD-PARTY SOFTWARE. 5.0 CONFIDENTIAL INFORMATION 5.1 Definition. For purposes of this Agreement "Confidential Information" shall mean information including, without limitation, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked "Confidential", or if disclosed verbally, is identified as confidential at the time of disclosure. In addition to the foregoing, with respect to Third-Party Software (as defined below), Confidential Information shall also include any source or object codes, technical data, data output of such software, Documentation (as defined below), or correspondence owned by the applicable Licensor. Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party; (iii) is independently developed by the receiving party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; and (v) the receiving party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure. 5.2 Nondisclosure. Until the later of three (3) years from the Effective Date, or the expiration of the then current term as set forth on the Order From, each party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event less than reasonable care, and to use such Confidential Information only as permitted under this Agreement; in addition, with respect to the Confidential Information of the Third-Party Software Licensor, Customer agrees that it shall not use or disclose such information at any time either during the Term or after the termination of this Agreement, except as required by law. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of Confidential Information including, without limitation disclosing Confidential Information only to its employees: (a) with a need to know to further permitted uses of such information: (b) who are parties to appropriate agreements sufficient to comply with this Section 5; and (c) who are informed of the nondisclosure/non-use obligations imposed by this Section 5; and both parties shall take appropriate steps to implement and enforce such non-disclosure/non-use obligations. 5.3 Terms of Agreement Confidential. Subject to Section 7.1, each of the parties agrees not to disclose to any third party the terms of this Agreement without the prior written consent of the other party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law. 5.4 Injunctive Relief. In the event of an actual or threatened breach of the above confidentiality provisions, the nonbreaching party will have no adequate remedy at law and will ServerSolutions092298 Confidential Page 2 of 5 3 be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages. 6.0 TERM AND TERMINATION 6.1 Term. The term of this Agreement will commence on the Effective Date and continue for the term for [*]. Upon written notice thirty (30) days or more prior to the expiration of the initial term, Customer will indicate whether to extend the term for an additional [*] or such term as Customer may request, or let the Agreement expire. Absent written notice by either party thirty (30) days prior to the end of the initial term, this Agreement will automatically renew for successive one (1) year terms under the prices then in effect for the Services. 6.2 Termination. A party may terminate this Agreement upon written notice to the other party; (a) For any material breach of this Agreement, which the defaulting party fails to cure within thirty (30) days following written notice by the non-defaulting party of such breach; or (b) Upon the other party's insolvency or liquidation as a result of which such party ceases to do business for a continuous period of at least three (3) months. 6.3 Effect of Termination. (a) If Customer terminates this Agreement for its convenience prior to the expiration of the initial term or any renewal term, Customer will be liable for and pay Concentric the difference between the fees paid and calculated at the discount level corresponding to the term elected by Customer and the fees paid and calculated at the discount level earned. (b) Customer shall comply with all applicable procedures related to equipment removal upon termination. The obligations of Sections 3, 4, 5, 6.3 and 9 will survive any expiration or earlier termination of this Agreement. In the event of any expiration or earlier termination of this Agreement, Customer will (a) if applicable, immediately stop using the Third-Party Software, and in the applicable Licensor's sole discretion, return or destroy all copies of the Third-Party Software, Documentation (each as defined below) and data output of such software; and (b) be obligated to pay to Concentric fees and charges incurred prior to termination. In addition, if Customer fails to pay any invoice(s) for forty five (45) days or more from the date of such invoice, Customer shall be denied access to the Space (as defined below) until such time as the invoice(s) has been paid in full. Finally, within ten (10) days after the termination of this Agreement, if requested, Customer shall return to the disclosing party all originals and copies of all Confidential Information which has been fixed in any tangible medium of expression. If return of digital copies is impractical, Customer may destroy the digital copies and send the disclosing party written certification of such destruction. 7.0 MARKETING AND PROMOTION 7.1 Press Release. The parties may agree to cooperate to prepare and release a joint press release regarding this Agreement, subject to the approval of each party, which must not be unreasonably withheld or delayed. 8.0 FACILITIES 8.1 The following terms and conditions will apply only if Customer has filled out the Co-Location Order Form: (a) License to Occupy. For purposes of this Agreement, "Space" means the Concentric facilities where Customer's hardware and software are stored and operated. Concentric grants to Customer a non-exclusive license to occupy the Space. Customer acknowledges that it has been granted only a license to occupy the Space and that it has not been granted any real property interests in the Space. (b) Services. Concentric will provide Customer with the services ("Services") as specified in the Order Form (i.e., "Remote Hands"). (c) Exclusions. Services shall not include services for problems arising out of modification, alteration or addition or attempted modification, alteration or addition of hardware undertaken by persons other than Concentric or Concentric's authorized representatives. (d) Material and Changes. Customer shall comply with all applicable rules and regulations, including equipment installation or de-installation, and alteration of the Space. Customer shall not make any changes or material alterations to the interior or exterior portions of the Space, including any cabling or power supplies for its hardware. Customer agrees not to erect any signs or devices to the exterior portion of the Space. (e) Damage. Customer agrees to reimburse Concentric for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, Customer's agents, Customer's suppliers/contractors, or Customer's visitors during the term or as a consequence of Customer's removal of its hardware or property installed in the Space. (f) Insurance. Unless otherwise agreed, Customer shall maintain, at Customer's expense, (i) Comprehensive General Liability Insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury or property damage; (ii) Employer's Liability in an amount not less than one million dollars ($1,000,000) per occurrence, (iii) Worker's Compensation in an amount not less than that prescribed by statutory limits and (iv) Property Insurance on an "all risk" form covering equipment and personal property owned or leased by Customer and used or stored on Concentric's premises. Such Comprehensive General Liability Insurance shall have an additional insured endorsement naming Concentric Network Corporation, and shall be primary and non-contributing with any insurance policies carried by Concentric. Customer shall also maintain insurance covering the equipment or property owned or leased by Customer against loss or physical damage. If so requested, Customer will provide CNC written evidence of insurance coverage consistent with the requirements of this subsection. (g) Customer Duties. Customer shall document and promptly report all errors or malfunctions of the hardware to Concentric. Concentric shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time. Customer shall maintain a current backup copy of all programs and data. Customer shall properly train its personnel in the use of the hardware. ServerSolutions092298 Confidential Page 3 of 5 [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 4 (h) Third-Party Software. For purposes of this Agreement, "Third-Party Software" means those products indicated as such on the Order Form. If Customer purchases any Third-Party Software, Customer hereby agrees to be bound by the following terms and conditions, and further agrees to enter into all applicable agreements, if any, which such third-party requires of Concentric: i. Customer is granted a non-exclusive, nontransferable right to install and use the Third-Party Software in object code form only, accompanying documentation ("Documentation"), and data output of such software solely for Customer's internal use. Such license is not transferable or assignable by Customer, in whole or in part, whether voluntarily or by merger, consolidation or sale, or otherwise by operation of law. Customer may make one backup copy of the Third-Party Software for archival purposes only. ii. Title to the Third-Party Software shall be retained by the applicable Licensor of such software. No right, title, or interest in the Third-Party Software or Documentation is granted or conveyed to Customer by implication or otherwise. iii. Customer acknowledges that the applicable Licensor can only control such Licensor's servers and therefore such Licensor cannot guarantee delivery of all data output requested by Customer in any given time period. iv. Except for any backup archival copies permitted herein, Customer may not, and shall not allow others to, copy, modify, translate, disassemble, decompile, reverse engineer or create derivative works of the Third-Party Software, Documentation or data output of such software. v. Customer shall not disclose the results of any, benchmark tests of the Third-Party Software or data output of such software to any third party; provide third parties access to the Third-Party Software, Documentation or data output; sublicense, rent, lease, barter, sell, or otherwise distribute the Third-Party Software, Documentation or any data output; or use any technical information in any way related to or acquired by use of the Third-Party Software for the prospective economic advantage of any third-party. Notwithstanding the foregoing, Customer may publish and disseminate summaries of the data output performed and transmitted by the Third-Party Software provided that Customer attributes the applicable Licensor as the source of the data output or information on which such summaries are based. vi. CUSTOMER HEREBY ACCEPTS THE SOFTWARE AND DATA "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE APPLICABLE LICENSOR NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE SOFTWARE, DATA OR ANY OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF THE DELIVERY, INSTALLATION, SUPPORT OR USE OF THE SOFTWARE, INFORMATION OR DATA. SUCH LICENSOR DOES NOT WARRANT THE RESULTS OF ANY PROGRAM OR SERVICE OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS. SUCH LICENSOR CANNOT GUARANTEE AND DOES NOT WARRANT THE ACCURACY OF THE DATA DELIVERED TO CUSTOMER OR THAT DATA IS TRANSMITTED TO CUSTOMER WITHOUT INTERRUPTION OR DELAY. Customer asserts and acknowledges that prior to execution of this Agreement, Customer had sufficient opportunity to evaluate the Third-Party Software, Documentation, and data output delivery of such software to become familiar with their performance and operation. 8.2 The following terms and conditions will apply only if Customer has filled out the Managed Server Order Form: (a) Services, Concentric will provide Customer with the services as specified in the Order Form. (b) Service Level Agreement. Concentric agrees that its Managed Server downtime will not exceed 4.33 minutes per day, or 30.3 minutes per week, or 130 minutes per month. If in any calendar month. Customer's server is down for more than 130 minutes (exclusive of (i) scheduled maintenance windows and (ii) customer enabled faults), Concentric will credit to Customer's account twenty-five percent (25%) of such month's Managed Server fee, as set forth in the Order Form. 8.3 Regulations. Customer shall comply with all applicable operational rules and regulations, while on Concentric's premises and while under Concentric escort. Concentric may, in its sole discretion, limit Customer's access to a reasonable number of authorized Customer employees or designees. Customer shall not interfere with any other customers of Concentric, or such other customers' use of Concentric's facilities. 8.4 Assumption of Risk. Customer hereby assumes any and all risks associated with Customer, its agents (including contractors and sub-contractors) or employees' use of the Space and shall indemnify, defend and hold harmless Concentric from any and all claims, liabilities, judgments, causes of action, damages, costs, and expenses (including reasonable attorneys' and experts' fees), caused by or arising in connection with such use. 9.0 GENERAL PROVISIONS 9.1 Assignment. This Agreement will be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Notwithstanding the above, neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. Any assignment in violation of this Section shall be null and void. Notwithstanding the above, either party, without approval from the other party, may reassign this Agreement through merger or acquisition where a third party acquires a majority interest in the assets of such party. 9.2 Independent Contractors. The parties will have the status of independent contractors, and nothing in this Agreement should be deemed to place the parties in the relationship of employer-employee, principal-agent, or partners or in a joint venture. 9.3 Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, should in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition or requirement. ServerSolutions092298 Confidential Page 4 of 5 5 9.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under present or future laws, such provision will be struck from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. 9.5 Indemnity. (a) Customer shall indemnify, defend and hold harmless Concentric, and/or, if applicable, the Licensor of the Third-Party Software, from any and all damages, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees) incurred (a) by Concentric as a result of any threatened or actual suit against Concentric arising out of or in connection with information or content provided, accessed or made available by Customer on Concentric's network; and (b) by the applicable Third-Party Software Licensor as a result of any threatened or actual suit against such Licensor arising from Customer's use, summarization, or dissemination of any data output of such software, including, without limitation, trade libel and slander. (b) Each of Concentric and Customer shall indemnify, defend and hold harmless the other, from any and all damages, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees) incurred by the other party's gross negligence or deliberate wrongdoing in performance under this Agreement. 9.6 Force Majeure. Either party will be excused from any delay or failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots or war. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. 9.7 Governing Law. This Agreement will be deemed to have been made in the State of California, and the provisions and conditions of this Agreement will be governed by and interpreted in accordance with the laws of the State of California, without regard to conflict of laws principles thereof. 9.8 Arbitration. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, will be finally settled by binding arbitration in San Jose, California under the Rules of Arbitration of the American Arbitration Association by an arbitrator appointed in accordance with those rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for equitable relief without breach of this arbitration provision. 9.9 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties, whether written or oral with respect to the subject matter hereof. No modification of this Agreement shall be binding upon the parties hereto unless evidenced in writing duly signed by authorized representatives of the respective parties hereto. 9.10 Notices. Any required notices hereunder shall be given in writing via electronic mail and by certified mail or overnight express delivery service (such as DHL) at the address of each party above or as indicated on the applicable Order Form, or to such other address as either party may from time to time substitute by written notice. Notice shall be deemed served when delivered or, if delivery is not accomplished by reason of some fault of the addressee, when tendered. Customer and Concentric's authorized representatives have read the foregoing and all documents incorporated therein and agree and accept such terms. CUSTOMER REPRESENTATIVE CONCENTRIC NETWORK CORPORATION (Corio Corporation) By: /s/ Signature Illegible By: /s/ Signature Illegible (Authorized Signature) (Authorized Signature) Print Name: Jonathan Lee Print Name: W.C. Etheredge ------------------- ------------------------- Title: CEO Title: Sr. V.P. ----------------------- ----------------------------- ServerSolutions092298 Confidential Page 5 of 5 6 Exhibit A - Products and Services Quotation Server Co-location Enterprise 5 year Issue Date: 1/27/99 Expiration Date: 2/27/99
Customer Information Corio VAR Torry Da La Cruz Quota ID: Source Email Voice URL Scott Albro Fax Voice Fax Site Information Site Location NPA/NXX
One Time Set Up Fees List Price Qty Subtotal Discount Total Installation ------------ Co-location Server Setup [*] [*] [*] [*] [*] Options Setup ------------- Aquas Bazaar 2.0 [*] Balanced Server - Setup [*] Dally System Back-up [*] [*]
Monthly Recurring Fees List Price Qty Subtotal Discount Total Monthly Fees ------------ 500Kbps Bandwidth [*] [*] [*] [*] [*] Burstable Service* 500Kbps - 10Mbps [*] Rack space [*] [*] [*] [*] [*] Options ------- Keynote 10 City [*] Keynote 25 City [*] Balanced Server - Local [*] Balanced Server - Global [*] [*]
Other Fees List Price Discount Net Price Remote Hands ------------ Service Level 1000 [*] Service Level 2000 [*] Service Level 3000 [*] [*] [*] Add 1.5 hours/month [*] [*] Add 1.10 hours/month [*] [*] Add 1.15 hours/month [*] [*]
These discounts shall apply to the Burstable pricing.
Order Volume Discount Applied <$160k/month [*] $161K/month - $750K/month [*] $751K/month - $1.5M/month [*] >$1.5M/month [*]
Signature: /s/ Signature Illegible Date: 1-29-99 [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.