Netcenter Services Agreement - Netscape Communications Corp. and Intraware Inc.


[NETSCAPE LOGO]

                                U.S. ENGLISH LANGUAGE
                             NETCENTER SERVICES AGREEMENT
                                     COVER SHEET

This Netcenter Services Agreement, of which this page is a cover sheet 
('COVER SHEET'), is entered into between Netscape Communications Corporation, 
a Delaware corporation ('NETSCAPE'), and Intraware, Inc., a Delaware 
corporation ('PARTICIPANT'), effective as of the date of Netscape's signature 
below ('EFFECTIVE DATE').

BRIEF DESCRIPTION OF SERVICE: A channel called the IT Center within 
Netcenter's Computing and Internet channel which will include a range of 
interactive services offered by sponsors and content providers. TERRITORY: 
North America LAUNCH DATE: The earlier to occur of the date on which the 
Service is functional and accessible to end users, or October 14, 1998. LOCAL 
LANGUAGE: U.S. English SERVICE PERIOD (EXCEPT FOR THE ADVERTISING PACKAGE 
DESCRIBED IN EXHIBIT A): 12 months beginning on the Launch Date ADVERTISING 
SERVICE PERIOD: beginning on the Effective Date

ADDRESSES FOR NOTICE:
Intraware, Inc.                    Netscape Communications Corporation
25 Orinda Way                      501 East Middlefield Road, MV-002
Orinda, CA 94563                   Mountain View, CA 94043
USA                                USA
Fax: (925) 253-4599                Fax: (650) 528-4123
Attn: Cindy Maascheroni            Attn: General Counsel

INTRAWARE, INC.                    NETSCAPE COMMUNICATIONS
                                         CORPORATION
By:  /s/ Cindy Mascheroni          By:  /s/ Mike Homer
Name: Cindy Mascheroni             Name:  Michael J. Homer
Title: VP Business Development     Title: EVP & GM of Netcenter 
Date: September 3, 1998            Effective Date:  9/3/1998

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                           1                   Rev. 082598



                                       
                             U.S. ENGLISH LANGUAGE
                          NETCENTER SERVICES AGREEMENT
                                          
                            NETCENTER SPECIAL TERMS

IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE PARTIES AGREE 
AS FOLLOWS:

1      DEFINITIONS

'AGREEMENT' means this Netcenter Services Agreement, including the Netcenter
Special Terms and General Terms and the following Exhibits:
Exhibit A: The Service/The Advertising Package
Exhibit B: Payment
Exhibit C: User Registration and Privacy
Exhibit D: Mutual Confidential Disclosure Agreement
Exhibit E: Participant's Trademark Guidelines

'CHANNEL' means the link on Netcenter, which provides content (at the top
level), links, community components (i.e., mail, chat, discussion groups, etc.),
e-commerce opportunities or links, and other tools, resources, and applications
pertaining to the Computing and Internet topic.

'CHANNEL INDEX PAGE' means that certain page on Netcenter programmed by Netscape
to serve as a gateway to the Channel or the Service Index Page.

'INDEX PAGES' mean the Channel Index Page and the Service Index Page.

'NETCENTER' means that area of Netscape's Web Site that offers online consumer
and business services and shopping opportunities to end users.

'NET REVENUE' means gross revenue less reasonable expenses, including, without
limitation, sales commissions, agency fees, or other reasonable costs directly
associated in the process of promoting and creating the Service. In no event
will the aggregate of such reasonable expenses exceed 25 percent of gross
revenues.

'NETSCAPE'S WEB SITE' means the collection of Local Language HTML documents
targeted at end users in the Territory and currently accessible by the public
via the Internet at the URL http://home.netscape.com and/or at such other URL or
locations as Netscape may designate. Netscape's Web Site does not include any
future technologies or future uses of existing technologies which might embody a
collection of documents (other than HTML documents) on the Internet.

'PARTICIPANT'S WEB SITE' means Participant's primary Local Language Web site,
which is currently accessible by the public via the Internet at the URL
http://www.intraware.com.

'SERVICE' will have the meaning set forth in Section 2.1 of the Netcenter
Special Terms.

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                           2                   Rev. 082598




'SERVICE INDEX PAGE' means that certain page, linked to or accessible from 
Netcenter, that serves as the first available point of entry for an end user 
accessing the Service from Netcenter or the Channel.

'SERVICE PAGES' mean all pages of the Service.

2      THE SERVICE

2.1    Description of Service. Participant will provide Netscape with Local 
Language content and other services (the 'SERVICE') for inclusion in the 
Channel and targeting to end users in the Territory. Participant will be the 
only content-provider within the Service unless otherwise agreed upon by the 
parties. The Service does not include the Channel Index Page. All access to 
the Service Pages and Index Pages shall be deemed to be via Netscape's Web 
Site and therefore considered to be Netscape traffic. The specifications for 
the Service are set forth on Exhibit A.

2.2    Index Pages. Participant will maintain the Service Index Page on 
Participant's servers; provided, however, Netscape shall have the option to 
maintain the Service Index Page on Netscape's servers at any time. If 
Netscape decides to exercise its option to maintain the Service Index Page, 
the parties shall cooperate to ensure that the Service will have the same 
content and services available to end users at all times.  The Channel Index 
Pages will be maintained on Netscape's servers. Each Index Page will include 
areas for co-branding, advertising, content or sponsorships. Participant will 
provide to Netscape the content for use on the Service Index Page.

Additional sections and services may be added to or deleted from Exhibit A 
from time to time upon mutual agreement of the parties.

2.3    Service Pages. Participant and Netscape shall mutually agree on the 
initial design and look and feel of the Service Pages in accordance with 
Exhibit A. Netscape shall provide specifications and production schedule (if 
any) for the navigation, templates and architecture of the Service Pages in 
accordance with Exhibit A.  Netscape may (i) amend Section I(a) of Exhibit A 
as mutually agreed upon with Participant; and (ii) amend Section 1(b) of 
Exhibit A from time to time upon reasonable notice to Participant. Unless 
otherwise agreed, the Service Pages shall not include any link outside of the 
Channel. The Service Pages shall:

       2.3.1   Be produced and managed by Participant, including but not 
limited to hiring and managing creative, technical, customer support, and 
general staff as needed;

       2.3.2   Be hosted and maintained solely on Participant's servers;

       2.3.3   Have a 'Netscape.com' domain name or such other domain name as 
Netscape may determine

       2.3.3   Include a field providing search functionality; and

       2.3.5   Be directly linked, within one click, to Netscape's Web Site.

       2.4     Co-Branding. The Service Pages will be co-branded by Netscape and
Participant. The co-branding will be subject to Netscape's then-current design
guidelines and will include Participant's company name and logo; provided,
however, the co-branded web pages shall include Participant's company logo so
that it will be 

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                           3                   Rev. 082598



(i) immediately visible to an end user accessing the co-branded web page, 
without any Netcenter Services Agreement scrolling or navigation by such end 
user; and (ii) not less prominent than Netscape's company logo. Service 
Implementation. Participant shall provide consistent and continuously updated 
content for the Service Pages. For the Service Pages, Netscape and 
Participant shall agree upon (i) a schedule for regular updates; (ii) a 
quality assurance procedure; and (ii) a bug tracking process. All content 
supplied by content providers to Netscape, including content provided by 
Participant for the Service, will meet Netscape's specifications with regard 
to page size, loading speed and speed of access to database driven content as 
set forth in Exhibit A. Participant shall be responsible for the production, 
technology deployment, content programming, and creation of graphic user 
interfaces of the Service; all in accordance with Netscape's then-current 
guidelines. The Service shall use substantially the same technology and 
advantages that Participant uses in its own proprietary service(s) unless 
otherwise mutually agreed by the parties. The Service shall not be 
disadvantaged or suffer from inferior production, programming or performance 
relative to Participant's similar services, or any similar service that 
Participant might make available to, or operate on behalf of, third parties. 
The Service shall perform substantially in accordance with the performance 
standards of its own proprietary services, including, but not limited to, 
load time, timeliness of content, and quality of programming. Participant's 
obligation to produce the Service, including production services, technology 
deployment and content programming that meets or exceeds standards 
established by Participant on Participant's Web Site or services (or any web 
site or services Participant manages for any third party) and general 
industry standards is a material obligation of Participant under this 
Agreement.

2.6    Service Name. The Service name will be as set forth in Exhibit A or as 
otherwise mutually agreed upon by Netscape and Participant. Participant shall 
not independently use the Service name without Netscape's prior written 
consent unless such use occurs in connection with Participant's advertising 
sales and promotional efforts on behalf of the Service provided, however, 
Participant shall have the right to use Participant's own brand name. If the 
Service name includes a co-branding component that is not generic or 
descriptive, Participant may not use the Service name with Netscape's name 
expunged; provided, however, Participant shall have the right to use 
Participant's own brand name. 

2.7    License Grant. During the Term and to the extent necessary for 
Netscape to fulfill its obligations under this Agreement, Participant grants 
to Netscape to use within the Service or Netcenter the non-exclusive, 
worldwide and royalty-free right to store, display, perform, transmit, 
re-transmit and otherwise use the data, information, content or other 
intellectual property provided by Participant. Netscape's use of 
Participant's trademark hereunder shall be subject to (i) Participant's 
trademark guidelines as set forth in Exhibit E; and (ii) approval by 
Participant, such approval not to be unreasonably withheld.

2.8    Technical Support.

       2.8.1   During the Term, Participant will provide technical support to 
Netscape to ensure that content is correctly received and displayed by 
Netscape. Participant shall 

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                           4                   Rev. 082598



provide technical support services for the Service to Netscape on a timely 
basis, appoint a technical contact to whom Netscape may address all technical 
questions relating to the Service, and to promptly remedy any material 
malfunctioning of the Service. Participant shall be solely responsible for 
the purchase, implementation, maintenance and support of all software and 
hardware required to fulfill its obligations under the Agreement.
       
       2.8.2    During the Term, Netscape shall promptly provide technical 
support services to Participant for the interaction between the Service Index 
Pages and Netscape's Web Site on a timely basis and appoint a technical 
contact to whom Participant may address all technical questions relating to 
the technical interface between such areas.

       2.9     Customer Support Programs. Participant shall provide the 
following customer support features in the Service: (i) seventy-two (72) hour 
response to customer inquiries; (ii) twenty-four (24) hour notification of 
order confirmation and estimated delivery time; and (iii) a secure 
transaction environment (supporting at least SSL 3.0, or the then current 
industry standard). Participant shall use commercially reasonable efforts to 
provide programs including gift search, universal check-out, reminder 
programs, and other programs and features as Netscape may determine. 

       2.10    Quarterly Reviews. Netscape and Participant agree to establish 
quarterly reviews of the Service to evaluate the success of the Service and 
agree to modifications and improvements to the Service.

       2.11    Equal Treatment. Netscape shall ensure that within the 
Service, Participant's products and services are accorded a position of 
prominence, overall as well as on an element by element basis, at least as 
great as the positioning given any competitive resellers.

3      PAYMENT

For the benefits provided to Participant under this Agreement, Participant 
shall pay Netscape in the amount and subject to the terms set forth in 
Exhibit B.

4      MARKETING AND PROMOTION OF THE SERVICE

The responsibilities for marketing and promotion are as follows:

       4.1     Advertising and Sponsorship Responsibilities. Netscape will 
sell all advertising and sponsorships for the Index Pages. Netscape and 
Participant shall share Net Revenues from selling advertising or sponsorships 
for the Index Pages in accordance with Exhibit B.

       4.2     Service Promotion. Netscape shall develop and run targeted
advertisements for the Service and look for opportunities for cross-promotion of
the Service within Netcenter. Netscape's Service promotions shall consist of
banner ads, text links, marquee ads, spotlight and button sponsorships. Netscape
shall determine where to place these ads in the Channel or other areas of
Netcenter. Netscape shall deliver a minimum cumulative total of [*]
impressions or page views relating to the promotion of the Service.

5.     ADVERTISING PACKAGE

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                           5                   Rev. 082598



       5.1     Placement of Advertising. Netscape shall provide to 
Participant the advertising placement package described in Section II of 
Exhibit A.

       5.2 Delivery of Impressions/Page Views. For the advertising package 
described in Section II of Exhibit A, Participant will allow Netscape to 
serve [*] impressions by October 31, 1998, then Netscape will deliver 
an additional [*] impressions of advertising based on the 
specifications described in Section II of Exhibit A during the Term.

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                           6                   Rev. 082598



                            NETCENTER GENERAL TERMS


       1.    PROPRIETARY RIGHTS

Copyrighted elements or trademarks contained in, or used in conjunction with,
the Service shall be the property of the copyright or trademark owner. Ownership
of all end user data and information related to the Service shall be as set
forth in Exhibit C.

       2.    NETCENTER PROGRAM REQUIREMENTS

       2.1   User Registration. In order to offer a compelling end user 
experience in the Service, Netscape and Participant shall cooperate to 
streamline the registration process so that each end user needs to register 
only once for the services within Netcenter. The Service's user registration 
processes will be integrated with Netscape's 'Universal Registration' system 
and be consistent with Netscape's then-current privacy policy, each as set 
forth on Exhibit C.

       2.2   Community Services/Consistent Environment. Where applicable, 
Participant will integrate Netscape's then-current Netcenter core community 
services into the Service. Netscape will, from time to time, notify 
Participant of changes in the core community services.

       3.    NETSCAPE PRODUCTS AND TECHNOLOGY

3.1    Optimize for Netscape Technology. In order to optimize the efficiency of
       the Service:

3.1.1  Within all aspects of the Service, Participant will use best efforts to
       ensure compatibility with the client software used by Netcenter members,
       especially the latest version of Netscape Communicator client software;

3.1.2  Participant will consider the use of at least [*] of
       Netscape [*] software product to maintain Participant's Web
       Sites;

3.1.3  Participant will display the 'Netscape Now' button prominently on the
       home page of Participant's Web Site, on the Service Pages, and on any
       page on Participant's Web Site which contains a virtual button or other
       text or graphic for any third party Internet client or server software,
       software provider or online service; and

3.1.4  [*]

       3.2     Course of Dealing. In consideration of (i) the use of the 
netscape.com domain name for the Service, and (ii) the treatment of the 
Service as a fundamental part of the Netcenter service, until such time as 
Microsoft Corporation fully publicly documents and makes available its 
operating systems' programming interfaces sufficiently to enable Netscape to 
make use of all of the facilities and resources of those operating systems on 
a basis equal to that Microsoft Corporation, Participant agrees to the 
following:

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                           7                   Rev. 082598



       3.2.1   No Disadvantage. Participant shall not make any content 
available solely to users of client software or services other than 
Netscape's, or disfavor or disadvantage users of Netscape client software or 
services in any way relative to users of other Internet client software or 
services; and

       3.2.2   [*]
       
       3.3     No Disabling. Participant shall not provide or implement any
means or functionality that would (i) alter, modify or enable end users to alter
or modify, any Netscape client software, standard user interface or
configuration (collectively, the 'Software'), (ii) disable any functionality of
the Software or any other Internet browser software, or (iii) modify the
functioning of pages served from Netscape's Web Site.

       3.4     Mailto Link. Participant shall make commercially reasonable 
efforts to include on the Service Pages a 'mailto' link that users of 
Participant's proprietary service can use to direct questions or help 
requests to Participant. Participant will use reasonable efforts to reply 
promptly, but in any event within 1 week, to any such question or help request

4      HARMFUL CONTENT

Participant is solely responsible for any liability arising out of or 
relating to (i) the Service and/or (ii) any material to which users can link 
through the Service. Except for content provided within Participant's 
Radarscope, Ask James, Compariscope, Intranet library and SubscribNews 
services or such other editorial content and analysis tools services as the 
parties shall mutually agree from time to time, if Netscape is aware that the 
Service contains any material that Netscape deems likely to cause Netscape 
material harm, then Netscape will inform Participant and may (i) not include 
the Service on Netscape's Web Site, and/or (ii) terminate this Agreement if 
Participant has not revised, to Netscape's satisfaction, the Service or 
otherwise altered the Service within 1 business day after receipt of written 
notice from Netscape. Netscape reserves the right not to include in the 
Netscape's Web Site all or any part of the Service that does not 
substantially conform to the terms set forth herein.

5      WARRANTIES

       5.1     Participant Warranty. Participant warrants that: (i) it holds 
the necessary rights to provide, and permit the use of, the Service, any 
content provided by Participant for the Service and any material to which 
users can link directly therefrom, and that the license granted to Netscape 
hereunder is sufficient to enable Netscape to use the Service; (ii) the 
Service does not infringe on any third parties' proprietary or personal 

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                           8                   Rev. 082598



rights, or otherwise violate applicable laws, rules or regulations or rights 
of any third parties (iii) other than as specifically set forth in this 
Agreement, Netscape shall not be obligated to pay any fees or royalties for 
including the Service in Netcenter; and (iv) the Service and any material to 
which users can directly link through the Service will not violate any 
criminal laws, rights of any third parties, or any applicable local, state, 
national or international laws. Participant further warrants that the Service 
will function substantially in accordance with the terms set forth in this 
Agreement. In any given twenty-four hour period during the Service Period, 
the Service shall have an uptime of at least 98% with industry standard 
downtime for maintenance, provided that such downtime not occur at peak 
traffic times. Participant shall repair (i) any material malfunctions of the 
Service within a reasonable period of time (not to exceed 2 days) after 
notice by any party of such condition; and (ii) any non-material malfunctions 
of the Service within 4 days after notice by any party of such condition or 
as otherwise agreedto by the parties.

5.2     Netscape Warranty. Netscape warrants that (i) it has the right to 
perform the services set forth in this Agreement, and (ii) Participant shall 
not be obligated to pay any fees or royalties for participating in Netcenter 
other than as specifically set forth in this Agreement. Netscape further 
warrants that Netcenter will function substantially in accordance with the 
terms set forth in this Agreement. In any given twenty-four hour period 
during the Service Period, Netcenter shall have an uptime of at least 98% 
with industry standard downtime for maintenance, provided that such downtime 
not occur at peak traffic times. Netscape shall repair any malfunctions of 
Netcenter within a reasonable period of time (not to exceed 2 days) after 
notice by any party of such condition.

5.3    Disclaimer. THE WARRANTIES PROVIDED BY THE PARTIES HEREIN ARE THE ONLY 
WARRANTIES PROVIDED BY THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS 
AGREEMENT. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES BY THE 
PARTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE 
SUBJECT MATTER OF THIS AGREEMENT.

6      INDEMNITY

6.1    Participant Indemnity. Participant shall indemnify, hold harmless and
       defend Netscape from and against any and all claims, liabilities,
       losses, damages, expenses and costs (including attorneys' fees and
       costs) arising out of or relating to: (a) a breach of Participant's
       representations or warranties under Section 5.1 of the Netcenter General
       Terms; (b) the Service, any content provided by Participant for the
       Service and any material to which users can directly link through the
       Service; (c) other information supplied or managed by Participant for
       the Service; or (d) the negligence or intentional wrongdoing of
       Participant, except to the extent that Netscape is responsible under
       Section 6.2 of the Netcenter General Terms. Participant will pay
       resulting costs, damages and legal fees finally awarded in such action
       in a court or in a settlement which are attributable to such claim
       provided that: (i) Netscape promptly notifies Participant in writing of
       any such claim; (ii) Participant has sole control of the defense and all
       related settlement negotiations; and (iii) Netscape cooperates with
       Participant, at Participant's expense, in defending or settling such
       claim.

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                           9                   Rev. 082598




6.2    Netscape Indemnity. Netscape shall indemnify, hold harmless and defend
       Participant from and against any and all claims, liabilities, losses,
       damages, expenses and costs (including attorneys' fees and costs)
       arising out of or relating to: (a) a breach of Netscape's
       representations or warranties under Section 5.2 of the Netcenter General
       Terms; (b) any content provided by Netscape to Participant for use in
       the Service in accordance with this Agreement; or (c) the negligence or
       intentional wrongdoing of Netscape, except to the extent that
       Participant is responsible under Section 6.1 of the Netcenter General
       Terms. Netscape will pay resulting costs, damages and legal fees finally
       awarded in such action in a court or in a settlement that are
       attributable to such claim provided that: (i) Participant promptly
       notifies Netscape in writing of any such claim; (ii) Netscape has sole
       control of the defense and all related settlement negotiations; and
       (iii) Participant cooperates with Netscape, at Netscape's expense, in
       defending or settling such claim.

7      LIMITATION OF LIABILITY
EXCEPT FOR A BREACH BY EITHER PARTY IN CONNECTION WITH EACH PARTY'S 
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6 OF THESE NETCENTER GENERAL 
TERMS (INDEMNITY)OR A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY 
OBLIGATIONS AS DESCRIBED IN SECTION 12.2 OF THE NETCENTER GENERAL TERMS, IN 
NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR ANY 
FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY 
CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS 
AGREEMENT WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), 
OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EITHER PARTY FOR DAMAGES OR 
ALLEGED DAMAGES HEREUNDER (EXCEPT FOR DAMAGES OR ALLEGED DAMAGES ARISING 
UNDER SECTION 6 OR SECTION 12.2 OF THE NETCENTER GENERAL TERMS) WHETHER IN 
CONTRACT OR TORT OR ANY OTHER LEGAL THEORY IS LIMITED TO AND SHALL NOT EXCEED 
[*].

8      TERM AND TERMINATION

8.1    Term. Unless sooner terminated in accordance with the provisions 
hereof, this Agreement shall commence on the Effective Date and end on the 
last day of the Service Period (the 'TERM'). Ninety days prior to the 
expiration of the initial Term, or any renewal Term, if applicable, the 
parties agree to enter into negotiations to determine whether, and the terms 
upon which, to renew this Agreement for a renewal period of one year. If, at 
the end of such negotiations, no agreement is reached as to the terms of the 
renewal period, the parties may mutually agree to extend the Term by 90 days.

8.2 Termination for Cause. Either party shall have the right to terminate 
this Agreement upon a material default by the other party of any of its 
material obligations under this Agreement, unless within 30 calendar days 
after written notice of such breach the breaching party remedies such default.

8.3 Rights Upon Termination or Expiration. Ownership of all end user data and 
information related to the Service shall be as set forth in Exhibit C. 
[*]

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                           10                  Rev. 082598




[*]. In order to continue to offer a successor to the Service within 
Netcenter without interruption, Participant shall promptly deliver 
Service-related information (excluding (i) Radarscope-related and 
Compariscope-related source code, content, data schema, configuration, 
information filters and rules; and (ii) third party confidential information 
which Participant is under a contractual obligation not to disclose) to 
Netscape or its designee in a form and manner to be reasonably designated by 
Netscape. Netscape shall not be liable to Participant in the event of 
termination, expiration or failure to agree upon an extension of the term of 
this Agreement for compensation, reimbursement or damages on account of the 
loss of prospective profits, or anticipated sales, or on account of 
expenditures, investments, leases or commitments in connection with the 
business or goodwill of Participant. In the event of Participant terminates 
this Agreement due to a material breach by Netscape prior to the  end of the 
Term, Netscape shall refund Participant the participation fees paid 
byParticipant under Section 1(a) of Exhibit B less the sum of (i) a prorated 
amount of such fees based on the number of impressions or page views 
delivered by Netscape pursuant to Section II of Exhibit A; and (ii) a 
prorated amount of such fees based on the number of months Netscape has 
provided services during the Term.

8.4    Extension of Term. Notwithstanding anything to the contrary herein, if 
the cumulative number of impressions or page views promoting the Service 
delivered by Netscape under Section 4.2 of the Netcenter Special Terms is 
less than [*] at the end of the Term, the parties agree to extend the 
Term to the earlier of (i) the time it takes to reach the [*]
impressions or page view mark; or (ii) 6 months.

9      INSURANCE

Participant, at its sole cost and expense, shall secure and maintain adequate 
insurance coverage as is necessary, as a reasonable prudent businessperson, 
for Participant to bear all of its obligations under this Agreement. Such 
coverage shall include Worker's Compensation Insurance (or self insurance, if 
applicable law permits), Employers Liability Insurance, Comprehensive 
Automobile Liability Insurance, Umbrella Liability Insurance, Professional 
Liability Insurance, and Commercial General Liability Insurance, and include 
a waiver of subrogation in Netscape's favor. Maintenance of the foregoing 
insurance shall in no way be interpreted as relieving Participant of any 
responsibility or obligation whatsoever and Participant may acquire, at its 
own expense, such additional insurance as Participant deems necessary. 
Participant assumes full and complete liability for all injuries to, or death 
of, any person, or for any damages to property arising from the acts or 
omissions of Participant. Participant shall add Netscape as an additional 
insured under such coverage and provide copies thereof and waivers of 
subrogation to Netscape within 30 days of the Effective Date. Before any 
cancellation or material change in any coverage, Participant shall provide 
Netscape with 30 days' advance written notice. Participant's insurance shall 
be primary to any other insurance Netscape may have. All insurance shall be 
written by companies with a current A.M. Best rating of A-, VI or better.

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          11                   Rev. 082598




10     DISPUTE RESOLUTION

Any dispute hereunder will be negotiated between the parties commencing upon 
written notice from one party to the other. Settlement discussions and 
materials will be confidential and inadmissible in any subsequent proceeding 
without both parties' consent. If the dispute is not resolved by negotiation 
within 45 days following such notice, the parties will refer the dispute to 
non-binding mediation conducted by JAMS/EndDispute in Santa Clara County, 
California (the 'Venue'). The parties will share the costs of mediation. If 
the dispute is not resolved after 45 days of mediation, the parties will 
refer the dispute to binding arbitration by JAMS/EndDispute in the Venue. The 
results of any arbitration will be final and non-appeallable, except that 
either party may petition any court of competent jurisdiction in the Venue to 
review any decision relating to intellectual property matters (including the 
scope of license rights), vacating or modifying erroneous conclusions of law 
or findings of fact not supported by substantial evidence. The arbitrator may 
fashion any legal or equitable remedy exceptpunitive or exemplary damages, 
which both parties waive. The arbitrator will render a written decision, 
which may be entered in and enforced by any court of competent jurisdiction, 
but which will have no preclusive effect in other matters involving third 
parties. The losing party will pay the costs of the arbitration and the 
reasonable legal fees and expenses of the prevailing party, as determined by 
the arbitrator. The parties will jointly pay arbitration costs pending a 
final allocation by the arbitrator. At any point in the dispute resolution 
process, either party may seek injunctive relief preserving the status quo 
pending the outcome of that process. Except as noted, the parties waive any 
right to judicial process. The U.S. Arbitration Act and JAMS/EndDispute rules 
will govern the arbitration process. Absent fraudulent concealment, neither 
party may raise a claim more than 3 years after it arises or any shorter 
period provided by applicable statutes of limitations. California law, 
without regard to its conflict-of-law provisions, will govern this Agreement.

11     REPORTS AND AUDIT

11.1   Participant Reports to Netscape. In addition to the reporting 
requirement set forth in Exhibit B, Participant shall provide reports to 
Netscape as follows:

       (a) Weekly Log Reports. On a weekly basis, Participant shall provide 
Netscape with the daily user access logs for the Service in common log 
format, including information on the total number of hits and page 
impressions for Service Page and such other tracking information as the 
parties shall mutually agree. The information contained in the report shall 
be Netscape's and Participant's Confidential Information, provided, however 
that (i) Netscape shall have the right to use the information contained in 
such reports in Netscape's private and public reporting of access to the 
Service and Netscape's Web Site; and (ii) Participant shall have the right to 
use aggregated information about end users for marketing and financial 
reporting purposes. All end user related data shall be collected in 
accordance with Exhibit C.

       (b) Monthly Reports. Within 15 days of the end of each month during 
the term, Participant shall provide Netscape with (a) subscription 
registration reports, (b) reports of results from advertising and sponsorship 
sales and inventory and (c) reports of Gross revenue and Net Revenue in 
accordance with Exhibit B.

(c) Search Field. A field providing search functionality will be included on 
pages within the Service as the parties shall mutually determine. The search 
executed from 

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          12                   Rev. 082598



the search field will initially only cover content within the Service itself. 
If an end user is given the option of expanding the scope of the search to 
encompass the World Wide Web, the search engines driving such query shall be 
one or more of Netscape's Local Language Net Search Program search engines, 
as Netscape shall determine.  Netscape reserves the right to review the 
financial effect of the search field in the Service as such search 
functionality may impact Netscape's own Net Search Program and require that 
the Internet-wide search functionality in the Service be minimized or  
deleted. Within 15 days of the end of each month during the Term, Participant 
shall provide Netscape with monthly reports detailing the following 
information for each day during the month covered in the report: (i) the 
number of times the Service's internal search field as well as each of 
Netscape's Local Language Search Program search engines were selected and 
'clicked' on by end users; and (ii) any information about users and user 
client software Participant may collect whether such information is 
user-given or technology-provided. Netscape shall determine the format and 
the date of submission for this monthly report. The information contained in 
each report shall be Netscape's and Participant's Confidential Information; 
however, Netscape reserves the right to provide the information contained in 
the report to the Net Search Program companies in a format mutually agreed 
upon by the parties.

(d) Audit Rights. Either party shall have the right, upon no less than 30 
days prior written notice, to cause an independent Certified Public 
Accountant to inspect and audit, during the other party's normal business 
hours, all relevant records upon which such reports are based, including, 
without limitation, the access logs. The costs of such audit shall be paid by 
the auditing party, provided, however, that if such inspection shall reveal 
an underpayment in excess of 5 percent of monies due, the party being audited 
shall pay for the audit. These audit rights as described herein shall 
continue for 2 years after the expiration or termination of this Agreement. 
No such audit may occur more than once a year during the Term.

11.2   Netscape Reports to Participant. Netscape shall provide Participant 
with the reports described in Exhibit B, and if Netscape elects to exercise 
the option to maintain the Services Index Pages on the Netscape servers 
pursuant to Section 2.2 of the Netcenter Special Terms, then Netscape shall 
provide Participants the reports as set forth in subsection (a) below:

       (a) Netscape shall provide Participant with reports on the traffic to 
the Service, including information describing the number of redirects of 
traffic to the Service from Netscape's Web Site and such other tracking 
information as the parties shall mutually agree. On a monthly basis, Netscape 
shall provide Participant with a report to verify the traffic to the Service 
Index Page.

12     GENERAL

12.1   Notices. All notices required or permitted hereunder shall be given in 
writing addressed to the respective parties as first set forth above on the 
Cover Sheet and shall either be (i) personally delivered or (ii) transmitted 
by internationally-recognized private express courier, and shall be deemed to 
have been given on the date of receipt if delivered personally, or the day on 
which such notice is delivered to the recipient as evidenced by the delivery 
records of such courier, but in no case later than 5 days after 

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          13                   Rev. 082598



deposit with such courier. Either party may change its address for purposes 
hereof by written notice to the other in accordance with the provisions of 
this subsection.

12.2   Confidentiality. All disclosures of proprietary and/or confidential 
information in connection with this Agreement and the contents of this 
Agreement shall be governed by the terms of the Mutual Confidential 
Disclosure Agreement either entered into previously by the parties or entered 
into concurrently with this Agreement, a copy of which is attached hereto as 
Exhibit D. The information contained in the Usage Reports provided by each 
party hereunder shall be deemed the Confidential Information of the 
disclosing party. Notwithstanding the foregoing, Netscape may, in its sole 
discretion, make publicly available client software market share information 
contained in the Usage Reports submitted by Participant as such information 
may be aggregated with data provided by other content providers.

12.3   Excuse. Either party shall be excused from any delay or failure in 
performance hereunder, except the payment of monies by Participant to 
Netscape, caused by reason of any occurrence or contingency beyond its 
reasonable control, including but not limited to, acts of nature. 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.

12.4   Assignment. Participant may not assign this Agreement or any part 
hereof without the prior written consent of Netscape, such consent not to be 
unreasonably withheld. Any attempt by Participant to assign (by operation of 
law or otherwise) this Agreement or any part thereof without such consent 
shall be null and void.

12.5   Publicity. Neither party shall make any statement to the press or 
issue any press release about the subject matter of this Agreement without 
the prior written consent of the other party, which consent shall not be 
unreasonably withheld.

12.6   Waiver. The waiver, express or implied, by either party of any breach 
of this Agreement by the other party will not waive any subsequent breach by 
such party of the same or a different kind.

12.7   Amendment. This Agreement may be amended only by a writing signed by 
duly authorized representatives of Netscape and Participant.

12.8   Entire Agreement. This Agreement constitutes the entire agreement 
between the parties concerning the subject matter hereof and supersedes all 
prior and contemporaneous agreements and communications, whether oral or 
written, between the parties relating to the subject matter hereof, and all 
past courses of dealing or industry custom. The terms and conditions hereof 
shall prevail exclusively over any written instrument submitted by 
Participant, including any report, invoice or purchase order, and Participant 
hereby disclaims any terms therein, except for terms required under Section 
11.1 of the General Terms.

12.9   Independent Contractors. The parties acknowledge and agree that they 
are dealing with each other hereunder as independent contractors. Nothing 
contained in this Agreement shall be interpreted as constituting either party 
the joint venturer, employee or partner of the other party or as conferring 
upon either party the power of authority to bind the other party in any 
transaction with third parties.

12.10  Survival. The following provisions of shall survive the expiration or 
termination of this Agreement for any reason: Section 3 of the Netcenter 
Special Terms ('Payment') and the following provisions of the Netcenter 
General Terms: Section 1 ('Proprietary 

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          14                   Rev. 082598



Rights'), Section 4 ('Harmful Content'), Section 5 ('Warranties'), Section 6 
('Indemnity'), Section 7 ('Limitation of Liability'), Section 8.3 ('Rights 
Upon Termination or Expiration'), Section 10 ('Dispute Resolution'), Section 
11.1(d) ('Audit Rights') and Section 12 ('General), Section VII of Exhibit C 
('Use of Personal Data'). In addition, provisions of this Agreement which, by 
their nature, are intended to remain in effect beyond the termination or 
expiration of this Agreement, shall survive the termination or expiration of 
this Agreement.

12.11  Severability. In the event any provision of this Agreement is held by 
a court or other tribunal of competent jurisdiction to be unenforceable, such 
provision shall be reformed only to the extent necessary to make it 
enforceable, and the other provisions of this Agreement will remain in full 
force and effect.

12.12  Counterparts. This Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument. For purposes hereof, a 
facsimile copy of this Agreement, including the signature pages hereto, shall 
be deemed to be an original.

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          15                   Rev. 082598




                                   EXHIBIT A
I. THE SERVICE

A.     The Service will be positioned as the 'IT Knowledge Center'. The 
Service will be a channel within Netcenter's Computing and Internet Channel. 
Netscape and Participant will develop a co-branded portion of the Service to 
make use of the following services from Participant:
       -  Radarscope
       -  Ask James
       -  Compariscope
       -  Intranet Library
       -  SubscribNews

B.     The URL for Co-branding specifications is 
http://proto.mcom.com:888/nc20/html/

II. THE ADVERTISING PACKAGE

PLACEMENT OF ADVERTISEMENT

Netscape shall provide the following advertising package to Participant:

IMPRESSIONS

Banner Advertising Commitment to Sponsorship over [*] months
       -  Home Page [*]
       -  Business [*]
       -  Small Business [*]
       -  Computing & Internet [*]
       -  Netscape Channel [*]
       -  Dev Edge [*]
       -  Professional Conn [*]
Premier Sponsorship Commitment over [*] months
       -  Business [*]
       -  Small Business [*]
       -  Computing & Internet [*]
       -  Netscape Channel [*]
       -  Professional Conn [*]
Text Link Sponsorship Commitment over [*] months
       -  Business [*]
       -  Small Business [*]
       -  Computing & Internet [*]
       -  Netscape Channel [*]
       -  Dev Edge [*]
       -  Professional Conn [*]

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          16                   Rev. 082598




Spotlight Sponsorship Commitment over [*] months
       -  Business [*]
       -  Small Business [*]
       -  Computing & Internet [*]
       -  Netscape Channel [*]
       -  Dev Edge [*]
       -  Professional Conn [*]
Button Sponsorship Commitment over [*] months
       -  Business [*]
       -  Small Business [*]
       -  Computing & Internet [*]
       -  Netscape Channel [*]
       -  Dev Edge [*]
       -  Professional Conn [*]

SPECIFICATIONS ON EACH SPONSORSHIP POSITIONS

Banner Advertising (except for banner ads on the Netcenter home page)
       -  468 x 60 (except for banner ads on the Netcenter Home
       Page, which will be 230 x 33, 2k with no animation
       -  10 k 
       -  4 sec animation

Banner Advertising on the Netcenter Home Page
       -  230 x 33
       -  2 k
       -  no animation

Premier Position
       -  140 x 90
       -  4 k 
       -  sec animation 
       -  100 characters

What's New / What's Cool Premier
       -  295 x 37 
       -  4 k 
       -  4 sec.
       -  100 characters

Small Business Source Premier
       -  51 x 145 
       -  4 k 
       -  4 sec animation

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          17                   Rev. 082598




Text Position
       -  29 characters

Button Positions
       -  88 x 31 
       -  1 k 
       -  no animation

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          18                   Rev. 082598



                                       
                                   EXHIBIT B
PAYMENT

1.     Payments. All payments hereunder shall be made in US Dollars.

   
       (a) Payment to Netscape. Participant will pay Netscape a participation 
fee on or before September 30, 1998 as follows: (i) $1,000,000 for the 
services set forth in Section I of Exhibit A; and (ii) $4,000,000 for the 
advertising package set forth in Section II of Exhibit A. In addition, 
pursuant to the schedule set forth in Section 2 below, Participant shall pay 
Netscape [*] of Net Revenues derived from the Service, including, without 
limitation, revenues from Compariscope.
       (b) Payment to Participant. Netscape will pay Participant [*] of Net 
Revenues from advertisements placed in accordance with Section 4.1 of the 
Netcenter Special Terms.
    

2.      Reporting; Timing of Payment. Within 30 days after the end of each 
Netscape fiscal quarter during the Term of this Agreement, each party shall 
deliver to the other party a report describing in detail the calculation of 
gross revenue and Net Revenue for such fiscal quarter, and shall pay to the 
other party that portion of such Net Revenue earned by it during the 
preceding Netscape fiscal quarter, pursuant to Section 1 above.

3.     Post-Term Payments of Bad Debt. After termination or expiration of 
this Agreement, Participant shall pay to Netscape all amounts received by 
Participant previously charged by Participant as 'bad debt' ('Bad Debt 
Payments') and deducted from gross revenue under Section 1 above to the 
extent such deducted amounts have not already been paid to Netscape. Such 
payment shall be made to Netscape by Participant within 30 days of the 
receipt of such Bad Debt Payments by Participant.  This Section shall survive 
expiration or termination of this Agreement for 18 months.

4.     Taxes and Interest. Any portion of any payment due which has not been 
paid during the applicable time set forth herein shall bear interest at the 
lesser of (i) 1% per month or (ii) the maximum rate allowed by law. All 
payments due hereunder are exclusive of any applicable taxes. The collecting 
party shall be responsible for all applicable national, state and local 
taxes, value added or sales taxes, exchange, interest, banking, collection 
and other charges and levies and assessments pertaining to payments other 
than U.S. taxes based on Netscape's net income. If the collecting party is 
required by law to make any deduction or to withhold from any sum payable to 
the other party hereunder, the collecting party shall effect such deduction 
or withholding, remit such amounts to the appropriate taxing authorities and 
promptly furnish the other party with tax receipts evidencing the payments of 
such amounts. For every dollar for revenue sharing under this Agreement, 
'collecting party' means the first of Netscape or Participant to collect such 
dollar. This Exhibit shall survive termination or expiration of this 
Agreement.

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          19                   Rev. 082598


                                       
                                   EXHIBIT C
USER REGISTRATION AND PRIVACY

I.     DEFINITION

'Netcenter Registration' means the portion of the registration that is 
maintained, hosted, and controlled by Netscape and applies to multiple 
services across Netcenter. Netcenter Registration includes the assignment of 
a user name, password, and the collection of core Netcenter user profile data 
including but not limited to: First name, Last name, Address, City, State, 
Country, Zip Code, Email Address, Age and Gender.  Netscape Registration 
means any registration that is maintained, hosted, and controlled by Netscape 
and applies to Netscape's Web Site. Netscape Registration includes the 
assignment of a user name, password, and the collection of core user profile 
data including but not limited to: First name, Last name, Address, City, 
State, Country, Zip Code, E-mail Address, Age and Gender.

II.    REGISTRATION PROCESS

To the extent that Participant desires to offer a registration process, 
Participant will be responsible for the implementation of the Service 
Registration and the integration of the Service with Netcenter Registration. 
The functionality, design, and, integration of the Service Registration 
process and Netcenter Registration will be subject to Netscape's approval, 
terms and conditions as defined this Agreement. Such specifications, terms 
and conditions may be revised by Netscape from time to time upon 30 days 
prior notice to Participant. Participant will implement changes within a 30 
day period unless the parties mutually agreed otherwise. The point of entry 
to the registration area from the Service shall be hosted and controlled by 
Netscape unless otherwise determined by Netscape.

III.   REGISTRATION FEATURES

The Service Registration area shall be co-branded and have a look and feel 
which is consistent with the implementation of the registration process in 
other sections of Netcenter. Participant shall not launch the Service 
Registration until Netscape has notified Participant in writing that Netscape 
has accepted Participant's implementation. Participant shall manage site 
access using Netcenter site access models, as such site access models shall 
be determined by Netscape from time to time upon notice to Participant. 
Netscape shall transfer to Participant all data necessary to provide site 
access to registered Netcenter users. Participant will make commercially 
reasonable efforts to implement such changes within a 30 day period.

IV.    DATA COLLECTED BY PARTICIPANT DURING SERVICE REGISTRATION PROCESS

Netscape will determine the data to be collected in the Service Registration 
process.  Netscape will approve Participant's recommendations and technical 
restrictions in such Service Registration process, such approval not to be 
unreasonably withheld. Netscape reserves the right to change such data 
requirements from time to time. Participant will make best efforts to 
implement these changes within 5 working days unless mutually 

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          20                   Rev. 082598



agreed to otherwise. If Netscape implements a Netcenter loyalty program, 
Participant shall also offer end user loyalty selections as part of the 
Service Registration process at Netscape's request. Participant shall deliver 
to Netscape data collected pursuant to such loyalty programs in a format and 
timeframe as mutually agreed to by the parties.

V.     DATA TRANSFER

Participant shall use commercially reasonable efforts to transfer all end 
user data collected during the Service Registration process and data 
collected by any other means relating to the Service, to Netscape in real 
time data transfer, excluding individual credit and purchase information 
(such as credit card number, purchase order numbers, corporate accounting 
codes) and data as otherwise agreed to by the parties.  Netscape reserves the 
right to request any information collected during the Service Registration to 
be supplied in a Netscape specified format and timeframe. If Participant 
collects information about users accessing the Service in addition to 
information supplied by the users during the registration process, such 
information shall be made available to Netscape in a format and timeframe as 
the parties shall mutually agree.

VI.    NETCENTER CONSIDERATIONS

All third party programs participating in the Service within Netcenter shall 
register users with Netcenter when the user completes an order, if such user 
is not already registered with Netcenter. If a user is a registered Netcenter 
member, Participant shall pre-populate relevant customer data fields in the 
customer order form based on information in the Netcenter database or 
seamlessly pass this information to the third party provider.

VII.   USE OF PERSONAL DATA

Netscape and Participant shall jointly own all end user data and information 
obtained in connection with registering for the Service. Neither party shall 
disclose to any third party such end user data and information; provided, 
however, either party may use and disclose end user data and information for 
purposes relating to its respective web sites. It is a material obligation of 
this Agreement that Participant shall adhere to Netscape's then-current privacy
policy, set forth at http://home.netscape.com/legal_notices/privacy.html or 
at such other URL as Netscape may designate from time to time. The parties 
will cooperate to create guidelines for Participant's disclosure of aggregate 
statistical information concerning Service's demographics and use to 
advertisers. Except as otherwise provided in this Agreement, neither party 
shall resell or disclose information collected about the users during 
registration or from any other means ('End User Information') to any third 
party; provided however, that either party may sell or disclose such End User 
Information to third parties upon prior notice to and consent from such end 
users. If Participant or third party in contract with Participant is not 
complying with the terms of use of personal data published on Netscape's Web 
Site at http://home.netscape.com/netcenter/index.html, or such other URL as 
Netscape may determine from time to time, Netscape may terminate this 
Agreement upon written notice to Participant if Participant is not in 
compliance within 5 days of written notice from Netscape. After a given end 
user has requested to be 'unsubscribed' from the Service, Participant will 
terminate all Services unless otherwise specified by the user and discontinue 
any use of the End User Information associated with the given user.

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          21                   Rev. 082598



                                       
                                   EXHIBIT D
                    MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT

WHEREAS, Netscape Communications Corporation ('Netscape') has developed unique 
and proprietary computer programs; and WHEREAS, ______________________________. 
('Company') and Netscape are entering into a business relationship.

NOW, THEREFORE:

Each party (the 'Receiving Party') understands that the other party (the 
'Disclosing Party') has disclosed or may disclose 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), which to the extent previously, presently, or subsequently 
disclosed to the Receiving Party is hereinafter referred to as 'Proprietary 
Information' of the Disclosing Party whether disclosed orally, in writing, or 
otherwise. All Proprietary Information disclosed in tangible form by the 
Disclosing Party shall be marked 'confidential' or 'proprietary', and all 
Proprietary Information disclosed orally or otherwise in intangible form by 
the Disclosing Party shall be designated as confidential or proprietary at 
the time of disclosure and shall be reduced to writing and delivered to the 
Receiving Party within thirty (30) days following the date of disclosure. 

In consideration of the parties' discussions and any access the Receiving 
Party may have to Proprietary Information of the Disclosing Party, the 
Receiving Party hereby agrees as follows:

       1. The Receiving Party agrees (i) to hold the Disclosing Party's 
Proprietary Information in confidence and to take all reasonably necessary 
precautions to protect such Proprietary Information (including, without 
limitation, all precautions the Receiving Party employs with respect to its 
own confidential materials), (ii) not to divulge any such Proprietary 
Information or any information derived therefrom to any third person, (iii) 
not to make any use whatsoever at any time of such Proprietary Information 
except as provided in the Net Search and Net Directory Program (Distinguished 
Provider) Agreement ('Distinguished Agreement') between Netscape and Company 
dated as of _______________ to which this Agreement is attached as an 
Exhibit, (iv) not to remove or export any such Proprietary Information from 
the country of the Receiving Party, and (v) not to copy or reverse engineer, 
reverse compile or attempt to derive the composition or underlying 
information of any such Proprietary Information. The Receiving Party shall 
limit the use of and access to the Disclosing Party's Proprietary Information 
to those of the Receiving Party's employees who need to know such Proprietary 
Information for the purpose of such internal evaluation and shall cause such 
employees to comply with the obligations set forth herein. The Receiving 
Party shall treat the Proprietary Information with at least the same degree 
of care and protection as it would use with respect to its own proprietary 
information. The foregoing obligations shall survive for a period of three 
(3) years from the date of disclosure of the Proprietary Information. Without 
granting any right or license, the Disclosing Party agrees that the foregoing 
shall not apply with respect to information that (i) is in the public domain 
and is available at the time of disclosure or which thereafter enters the 
public domain and is available, through no improper action or inaction by the 
Receiving Party or any affiliate, agent or employee, or (ii) was in the 
Receiving Party's possession or known by it prior to receipt from the 
Disclosing Party, or (iii) was rightfully disclosed to the Receiving Party by 
another person without restriction, or (iv) is independently developed by the 
Receiving Party without access to such Proprietary Information, or (v) is 
required to be disclosed pursuant to any statutory or regulatory authority, 
provided the Disclosing Party is given prompt notice of such requirement and 
the scope of such disclosure is limited to the extent possible, or is 
required to be disclosed by a court order, provided the Disclosing Party is 
given prompt notice of such order and provided the opportunity to contest it.

       2.      Immediately upon a request by the Disclosing Party at any 
time, the Receiving Party will turn over to the Disclosing Party all 
Proprietary Information of the Disclosing Party and all documents or media 
containing any such Proprietary Information 

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          22                   Rev. 082598




and any and all copies or extracts thereof. The Receiving Party understands 
that nothing herein requires the disclosure of any Proprietary Information of 
the Disclosing Party, which shall be disclosed, if at all, as required under 
the Distinguished Agreement or at the option of the Disclosing Party.

       3.      Except to the extent required by law, as set forth in this 
Agreement or as otherwise mutually agreed to by the parties, neither party 
shall disclose the existence or subject matter of the negotiations or 
business relationship contemplated by this Agreement, or the content and 
terms of the Distinguished Agreement.

       4.      The Receiving Party acknowledges and agrees that due to the 
unique nature of the Disclosing Party's Proprietary Information, there can be 
no adequate remedy at law for any breach of its obligations hereunder, that 
any such breach may allow the Receiving Party or third parties to unfairly 
compete with the Disclosing Party resulting in irreparable harm to the 
Disclosing Party, and therefore, that upon any such breach or any threat 
thereof, the Disclosing Party shall be entitled to seek appropriate equitable 
relief in addition to whatever remedies it might have at law. The Receiving 
Party will notify the Disclosing Party in writing immediately upon the 
occurrence of any such unauthorized release or other breach. In the event 
that any of the provisions of this Agreement shall be held by a court or 
other tribunal of competent jurisdiction to be unenforceable, the remaining 
portions hereof shall remain in full force and effect.

       5.      Neither party acquires any intellectual property rights under 
this Agreement or any disclosure hereunder, except the limited right to use 
such Proprietary Information in accordance with this Agreement. No warranties 
of any kind are given with respect to the Proprietary Information disclosed 
under this Agreement or any use thereof, except as may be otherwise agreed to 
in writing.

       6.      This Agreement together with the Distinguished Agreement 
supersede all prior discussions and writings with respect to the subject 
matter hereof and thereof, and constitute the entire agreement between the 
parties with respect to the subject matter hereof and thereof. No waiver or 
modification of this Agreement will be binding upon either party unless made 
in writing and signed by a duly authorized representative of such party and 
no failure or delay in enforcing any right will be deemed a waiver.

COMPANY:                                NETSCAPE:
                                        NETSCAPE COMMUNICATIONS
                                        CORPORATION
By:  /s/ Cindy Mascheroni               By:  /s/ Mike Homer
Print Name: Cindy Mascheroni            Print Name:  Michael J. Homer
Title: VP Business Development          Title: EVP of Netcenter 
Date: September 3, 1998                 Date:  9/3/1998

Intraware, Inc.
Netcenter Services Agreement                                 090398ttk
CONFIDENTIAL                          23                   Rev. 082598