Agreement - Infoseek Corp. and Verity Inc.


                                        * CONFIDENTIAL TREATMENT REQUESTED.
                                          CONFIDENTIAL PORTION HAS BEEN FILED
                                          SEPARATELY WITH THE SECURITIES AND
                                          EXCHANGE COMMISSION.


                                    AGREEMENT

AGREEMENT by and between Infoseek Corporation, a corporation duly organized
under the laws of California, with its principal place of business at 2620
Augustine Drive, #250, Santa Clara, California 95054, hereinafter referred to as
"Infoseek", and Verity, Inc., a corporation organized under the laws of the
State of Delaware with its principal place of business at 1550 Plymouth Street,
Mountain View, California 94043, hereinafter referred to as "Verity".

WHEREAS, Verity and Infoseek desire to provide users of the Verity "Topic Search
for Exchange" product (such product, and the other Verity products as may be
added from time to time pursuant to Section 1 below, hereinafter referred to as
the "Products") access to the Infoseek Guide service (such service, and the
service(s) designated by Infoseek as successor and/or alternative services
thereto, hereinafter referred to as the "Service") in conjunction with use of
the Product.

NOW, THEREFORE, for good and valuable consideration, and in consideration of the
mutual covenants and conditions herein set forth, and with the intent to be
legally bound thereby, Infoseek and Verity hereby agree as follows:

1.       Infoseek grants to Verity a worldwide, nonexclusive license to use,
         reproduce, publicly display and distribute the Infoseek Guide icon for
         the purpose of including the icon as a branded button ("Infoseek
         Button") in a mutually agreeable location on the client interface of
         the Products. The Infoseek Button will, when "clicked" by the user,
         launch a browser which will automatically display the Infoseek Guide
         Home Page. Verity agrees to place the Infoseek Button on Version 1 and
         all intermediate versions of the Topic Search for Exchange product
         leading up to and including Version 2.0. Infoseek and Verity will
         mutually agree to any additional Verity products to be considered
         "Products" under this Agreement, if at all. The process for adding
         other Verity products will be as follows: (i) Infoseek and Verity
         contacts will discuss the appropriate product and the location of the
         Infoseek Button and the graphic/look-and-feel of the Infoseek Button;
         (ii) upon such agreement, a mutually agreed upon amendment to Appendix
         A shall be executed by the parties and the new agreed upon Verity
         product will be added as a "Product" under this Agreement. Nothing in
         this Agreement shall limit Verity's right to include other branded or
         unbranded icons on Products so that users of Verity products may have
         access to services similar to the Service.

2.       On or before April 15, 1996, Infoseek shall provide to Verity a graphic
         for the Infoseek Button on the Product and a URL address used to
         account for traffic from the "Topic Search for Exchange" product.
         Infoseek may make changes from time to time that may affect the
         content, features, performance, and appearance of the Service;
         provided, that Verity may, upon (30) days prior written notice to
         Infoseek, cease distributing the Product with the Infoseek Button if
         any such changes, in Verity's reasonable opinion, renders the Product
         inappropriate for or less desirable to Verity's customers.



3.       NEITHER PARTY MAKES ANY, AND EACH PARTY ACKNOWLEDGES THAT THE OTHER
         PARTY HAS NOT MADE ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY,
         REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
         LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
         PARTICULAR PURPOSE.

4.       a.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
         FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY
         DAMAGES OF ANY NATURE, EVEN IF SUCH PARTY SHALL HAVE BEEN
         ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT AS SET
         FORTH IN SECTION 4(b) BELOW.  FURTHER IN NO EVENT WILL EITHER
         PARTY BE LIABLE TO THE OTHER PARTY FOR ANY THIRD PARTY
         CLAIMS BASED ON ALLEGED OR ACTUAL INACCURACIES,
         MISREPRESENTATIONS OR MISSTATEMENTS CONTAINED IN OR IMPLIED
         BY THE SERVICE, NOR WILL EITHER PARTY HAVE ANY LIABILITY TO
         THE OTHER PARTY BASED ON ANY THIRD PARTY CLAIMS OF LIBEL,
         SLANDER, OBSCENITY, INVASION OF PRIVACY, RIGHT OF PUBLICITY OR
         ANY OTHER DEFAMATION WHICH MAY ARISE OR BE RELATED TO THE
         CONTENTS CONTAINED IN OR INFORMATION PROVIDED BY THE
         SERVICE, EXCEPT AS SET FORTH IN SECTION 4(b) BELOW.

         b.  Infoseek agrees to defend, indemnify and hold Verity, and its
         officers, directors, employees and agents, harmless from all costs and
         damages (including attorneys' fees and costs) finally awarded to a
         third party arising out of any legal action to the extent based on a
         claim that (i) the Infoseek Button infringes a trademark or service
         mark of a third party; (ii) the portion of the Service controlled by
         Infoseek or any information contained in or distributed by Infoseek
         through the Service contains alleged or actual inaccuracies,
        *misrepresentations or misstatements; or (iii) [                 ]
         (a) Verity shall promptly notify Infoseek in writing when Verity first
         becomes aware of a claim or the possibility thereof, (b) Infoseek is
         provided all reasonable information available to Verity and, at
         Infoseek's expense, Verity's assistance in settling or defending the
         action, and (c) Infoseek will have sole control of the settlement,
         compromise, negotiation, and defense of any such action. Verity may
         participate in such action at Verity's own expense.

6.       Infoseek will pay to Verity royalties as specified in Appendix A within
         forty-five (45) days following the end of each calendar quarter in
         which such royalties accrue. Each royalty payment will be accompanied
         by a royalty report in Infoseek's then-current standard form which
         details the royalties due for the preceding calendar quarter, as more
         particularly set forth in Appendix A. Past due payments will accrue
         interest at the rate of 1% per month or the maximum allowed by law,
         whichever is greater, until paid.


- -------------------------
* CONFIDENTIAL TREATMENT REQUESTED
  FOR REDACTED PORTION


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7.   Each party shall hold in confidence all materials or information disclosed
     to it in confidence hereunder ("Confidential Information") which are marked
     as confidential or proprietary, or if disclosed verbally, reduced to
     writing and marked confidential within thirty (30) days after the date of
     disclosure. Confidential Information shall also include any new product
     information or the results of any bench mark or similar tests on the
     Products conducted by Verity. Each party agrees to take precautions to
     prevent any unauthorized disclosure or use of Confidential Information
     consistent with precautions used to protect such party's own confidential
     information, but in no event less than reasonable care. The obligations of
     the parties hereunder shall not apply to any materials or information that
     is or becomes a part of the public domain through no act or omission of the
     receiving party or which is independently developed by the receiving party
     without the use of Confidential Information. In the event of a breach of
     this section, the parties agree that the non-breaching party will suffer
     irreparable harm and injury for which money damages would be an inadequate
     remedy. Accordingly, the non-breaching party may seek injunctive relief, in
     addition to any and all other remedies at law, for any threatened or actual
     breach of this section.

8.   Verity shall have the right to retain a U.S. nationally prominent or other
     mutually agreeable independent auditor to whom Infoseek shall allow
     reasonable access to Infoseek's books of account and other relevant records
     relating to the Service accessed through the Product for the purpose of
     verifying the amounts due and payable to Verity under this Agreement. The
     information disclosed by Infoseek to such auditors in the course of
     performing such audit will be kept confidential by the auditor. Verity may
     request such audits no more frequently than once in a consecutive six (6)
     month period and may not review records more than twelve (12) months old.
     Access to Infoseek's documentation shall be during Infoseek's regular
     business hours upon at least fifteen (15) days prior written notice and may
     be conditioned upon the auditor executing a confidentiality agreement in a
     form reasonably acceptable to Infoseek relating to the auditor's
     performance of an audit hereunder. In the event that an audit discloses an
     underpayment for any six (6) consecutive month period of more than five
     percent (5%) of the aggregate amount due to Verity, Infoseek shall pay the
     reasonable costs of such audit and the amount of such underpayment (with
     accrued interest) within thirty (30) days after completion of such audit.

9.   This Agreement shall be effective on the last date executed by Infoseek and
     Verity ("Effective Date") and, unless earlier terminated in accordance
     herewith, shall continue in force for an initial term ending three (3)
     years from the Effective Date; provided, however, that either party may
     terminate this Agreement as of the date of the second and third
     anniversaries of this Agreement by providing written notice of its election
     to terminate the Agreement at least thirty (30) days prior to such second
     anniversary and third anniversary, respectively. Thereafter, this Agreement
     will renew only upon the mutual written agreement of the parties.

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     Either party will have the right to terminate this Agreement upon thirty
     (30) days notice if the other party is in default of any material
     obligation herein, which default is not cured within thirty (30) days after
     receipt of written notice of such default from the non-defaulting party, or
     within such additional cure period as the non-defaulting party may
     authorize in writing.

     Upon the termination or expiration of this Agreement, (i) each party shall
     promptly return all Confidential Information, and other information,
     documents, manuals, equipment and other materials belonging to the other
     party; (ii) Verity and its third party distributors and resellers may
     distribute all Products in inventory as of the effective termination or
     expiration date which contain the Infoseek Button (but no more than the
     number of Product which represents Verity's average monthly inventory of
     Product for the twelve (12) months preceding the date of such termination);
     and (iii) all third party users shall have the continued right to use the
     Products with the Infoseek Button.

     With the exception of Sections 1 and 2, all sections of this Agreement will
     survive termination or expiration. No royalty shall be due and payable
     hereunder by Infoseek for any period after the term of this Agreement
     except as set forth in Appendix A and above in this Section 9.

10.  The parties to this Agreement are independent contractors. There is no
     relationship of agency, partnership, joint venture, employment or franchise
     between the parties in any way. Neither party nor its employees has the
     authority to bind or commit the other party in any way, or to incur any
     obligation on its behalf.

11.  Neither party shall assign, sublicense or otherwise transfer (voluntarily,
     by operation of law or otherwise) this Agreement or any right, interest or
     benefit under this Agreement, without the prior written consent of the
     other party. Notwithstanding the foregoing, Verity may assign the right to
     receive royalties and either party may assign this Agreement without the
     prior written consent of the other party in connection with a sale of fifty
     percent (50%) or more of the assignor's stock, a sale of all or
     substantially all of the assignor's assets, a reorganization, consolidation
     or merger. Any attempted assignment, sublicense or transfer in derogation
     hereof shall be null and void. Subject to the foregoing, this Agreement
     shall be fully binding upon, inure to the benefit of and be enforceable by
     the parties hereto and their respective successors and assigns.

12.  If any part of this Agreement is found invalid or unenforceable, that part
     will be amended to achieve as nearly as possible the same economic effect
     as the original provision and the remainder of the Agreement will remain in
     full force and effect.

13.  Any notice, approval, request, authorization, direction or other
     communication under this Agreement shall be given in writing, will
     reference this Agreement, and shall be deemed to have been delivered and
     given (a) when delivered personally; (b) three (3) business days after
     having been sent by registered or certified U.S. mail, return receipt
     requested,

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     postage and charges prepaid; or (c) one (1) business day after deposit with
     a commercial overnight carrier, with written verification of receipt. All
     communications will be sent to the addresses set forth below or to such
     other address as may be designated by a party by giving written notice to
     the other party pursuant to this Paragraph 13.

      If to Verity:                              With a copy to:
      Verity, Inc.                               Verity, Inc.
      Attention: President                       Attention: General Counsel
      1550 Plymouth Street                       1550 Plymouth Street
      Mountain View, California 94043            Mountain View, California 94043

      If to Infoseek:                            With a copy to:
      Steven T. Kirsch                           Infoseek Corporation
      Infoseek Corporation                       Attn.: Legal Department
      2620 Augustine Drive, Suite 250            2620 Augustine Drive, Suite 250
      Santa Clara, CA 95054                      Santa Clara, CA 95054

14.  In the event of any dispute relating to or arising out of this Agreement,
     the prevailing party in such dispute will be entitled to recover its
     reasonable attorneys' fees and costs.

15.  This Agreement shall be governed by and construed in accordance with the
     law of the State of California without regard to its rules on conflicts of
     laws. This Agreement sets forth the complete and exclusive agreement
     between the parties with respect to the subject matter hereof, and
     supersedes all prior oral and written understandings, communications or
     agreements not specifically incorporated herein. This Agreement may not be
     modified except in a writing duly signed by authorized representatives of
     Verity and Infoseek.

     ACCEPTED FOR INFOSEEK CORPORATION         ACCEPTED FOR VERITY, INC.
                                            
                                            
     By:                                       By:
        -------------------------------------     ------------------------------
        Authorized Signature                      Authorized Signature
                                            
     Print Name: Andrew E. Newton              Print Name: TIMOTHY J. MOORE
                -----------------------------             ----------------------
     Title:  Vice President & General Counsel  Title: Vice President
           ----------------------------------        ---------------------------
     Date:  March 31, 1996                     Date: 3/31/96
          -----------------------------------       ----------------------------
    
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                                   APPENDIX A

 Except as otherwise specified in this Agreement, Infoseek shall pay to Verity a
*royalty equal to [        ] of Net Fees (as described below) for advertisement
 impressions ("Impressions") appearing on Service Results Pages ("Qualified
 Pages") accessed by users of the Service who "click" Infoseek Button on the
 Product pursuant to this Agreement. Such amounts shall be payable with respect
 to all Net Fees recognized, in the period commencing on the effective date of
 this Agreement and ending on the date one year after the earlier of (i) the
 date of the termination of this Agreement and (ii) the date Verity ceases
 distributing Product with the Infoseek Button pursuant to Section 2, through
 the use of the Infoseek Button on Product distributed during the term of the
 Agreement and Product distributed thereafter pursuant to Section 9 of the
 Agreement. Infoseek makes no guaranty or warranty (i) that all Qualified Pages
 shall contain an Impression, (ii) that all Impressions shall be chargeable, or,
 if chargeable, (iii) regarding the amount of any charges therefor. Infoseek
 does agree that it will not direct disproportionately to Verity customers
 advertisements on the Service for which Infoseek receives Barter Revenue (as
 defined below) in lieu of other revenue.

 "Net Fees" shall mean all amounts recognized as revenue by Infoseek, other than
 advertisement for advertisement barter revenue ("Barter Revenue"), from
 advertisers on the Service attributable to Impressions appearing on Qualified
 Pages less, with respect to such amounts, (1) any amounts for refunds or other
 credits, including, but not limited to, amounts credited for bad debt or fraud;
 (2) any amounts payable by Infoseek applicable to internal and/or external
 sales commissions, advertising agency fees, or fees or royalties payable or
 creditable to third parties; and (3) any applicable sales, use, value-added or
 withholding taxes, or export duties or similar charges required to be paid or
 withheld by Infoseek.

*[    ] attributable to [    ] shall be [    ] in the [    ] advertisement
 banner, impressions placed in the general rotation on the Service at Infoseek's
*then-current advertising rate card pricing and terms and conditions for [ ].
*Any such advertisement banner will be in form and content reasonably
 satisfactory to [    ].

 Each royalty report will specify the total applicable Net Fees recognized and
 the computation of Net Fees and royalties.

 --------
 * CONFIDENTIAL TREATMENT REQUESTED
   FOR REDACTED PORTION


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Royalty payments to be mailed to:

         Verity, Inc.
         1550 Plymouth Street
         Mountain View, California 94043
         Phone: 408/567-2724

         Fax: 408/986-1889

PRODUCTS

Topic Search for Exchange

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