Software Distribution and License Agreement - Infoseek Corp., XSoft, and Xerox Corp.


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


          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    Lexicons

This Agreement is made between Infoseek Corporation ("INFOSEEK"), with offices
at 2620 Augustine Drive, Suite 250, Santa Clara, California 95054 and XSoft, a
Division of XEROX CORPORATION ("XEROX"), with offices at 3400 Hillview Avenue,
Palo Alto, California 94306 and shall be effective as of March 31,1996.

RECITALS

XEROX has created, or has the rights to certain Lexical Technology, Lexicons and
Documentation (hereinafter "Lexicons") and INFOSEEK desires to acquire a right
and license to use Lexicons to provide services to INFOSEEK customers, or to
incorporate Lexicons in certain INFOSEEK Software for sublicense to customers,
under the terms and conditions set forth in this Agreement; and

         XEROX is willing to grant such rights and licenses and provide
Technical Support as required herein; and:

         In consideration of the mutual Agreements contained in this Agreement,
XEROX and INFOSEEK hereby agree as follows:

I.       DEFINITIONS

1.01     "Lexicons" means all software, in object format, and documentation
         identified in Attachment I hereof, and shall include all ports,
         modifications, improvements, enhancements, additions, derivative works,
         updates, releases and versions thereof, all of which have been
         explicitly identified in Attachment I hereof.

1.02     "LICENSED SOFTWARE" means any work derived from the combination of the
         Lexicons and INFOSEEK Internet Search Software identified in Attachment
         I hereof, and for which a royalty schedule has been defined and agreed
         by the parties. LICENSED SOFTWARE shall include all modifications,
         improvements, enhancements, additions, derivative works, updates,
         releases and versions thereof, of which derivation was created or
         developed by or on behalf of INFOSEEK.

1.03     "Documentation" is identified in Attachment I and means written text
         including but not limited to manuals, brochures, specifications and
         software descriptions, in electronic, printed and/or camera ready form,
         and related materials customarily needed for use with Lexicons.

1.04     A "BUG" is defined as any: (a) typographical error, including efforts
         in the documentation, (b) entry with a wrong lexical marking, (c)
         functional or operational error or fault that is not caused by (i)
         missing words or names, (ii) inaccurate input of data by Licensee or
         end-user, or (iii) unauthorized alteration or modifications of the
         Licensed Software, or (d) incorrect or incomplete statement or diagram
         in the Documentation.

II.      TITLE TO LICENSED SOFTWARE, DERIVATIVE WORKS & MARKETING RIGHTS

2.01     Title to and ownership of the Lexicons resides in XEROX. Title to the
         LICENSED SOFTWARE created or developed using Lexicons by or on behalf
         of INFOSEEK shall reside in INFOSEEK. INFOSEEK acknowledges that title
         to and ownership of Lexicons incorporated in the LICENSED SOFTWARE
         shall at all times remain with XEROX.

2.02     Any reproduction of any portion of the Lexicons by INFOSEEK will
         include any proprietary and statutory copyright notices present in the
         originals received from XEROX unless otherwise stated in Attachment I.

2.03     When INFOSEEK uses the Lexicons for research purposes, including, but
         not limited to processing text corpora for linguistic analysis or using
         the Lexicons as a part of a larger computer system, INFOSEEK shall
         include a proper reference to the Xerox Lexicons and their
         documentation in INFOSEEK's published or unpublished reports, research
         articles or other written works.

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          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    Lexicons

2.04     INFOSEEK is granted the right to use XEROX's name, copyright, logos,
         trade names and trademarks for the purposes of identification of the
         LICENSED SOFTWARE or Lexicons under this Agreement. Further, XEROX's
         name will be used only in an ethical and commercially reasonable
         manner, for the products developed under this Agreement. All other
         applicable rights to patents, copyrights, trademarks, and trade secrets
         in Lexicons remain with XEROX.

2.05     For all distribution, INFOSEEK will require that any use of the
         LICENSED SOFTWARE will include all copyright notices sufficient in form
         and substance to adequately protect and preserve XEROX's copyright
         therein, including but not limited to, any manuals and an appropriate
         screen of a product using the LICENSED SOFTWARE.

III.     LICENSE GRANT

3.01     XEROX grants and conveys to INFOSEEK a non-exclusive (except as noted
         elsewhere in this Agreement), world-wide right and license to market,
         use, maintain, reproduce, distribute, display, and/or sub-license
         Lexicons, in object code format, as incorporated in the LICENSED
         SOFTWARE and for which software a royalty schedule or a periodic
         license payment is defined in Attachment II.

3.02     INFOSEEK acknowledges that it has no rights to XEROX's Finite State
         development tools which are used to produce Lexical Products and
         Lexicons.

3.03     XEROX will provide INFOSEEK with written notification of pending new
         updates, releases and versions and availability thereof, sufficiently
         in advance of publication in order for INFOSEEK to react in a timely
         manner.

IV.      ROYALTY

4.01     INFOSEEK will pay XEROX a royalty based on advertising revenue received
         by INFOSEEK which is related to LICENSED SOFTWARE, and/or a Periodic
         License Fee, as defined in Attachment II entitled "ROYALTY/PERIODIC
         FEES."

V.       MARKETING OF LICENSED SOFTWARE

5.01     XEROX will provide to INFOSEEK all relevant marketing information in
         its possession, technical specifications, and update descriptions
         related to Lexicons for the primary purpose of promotion thereof as
         incorporated in the LICENSED SOFTWARE, so that INFOSEEK can, on a
         periodic basis and as new changes or additions occur, distribute the
         same to its sales force and customers. During the term of this
         Agreement, INFOSEEK may also include Lexicons product description and
         information in any INFOSEEK literature. The distribution of such
         literature by INFOSEEK will be at the expense of INFOSEEK. INFOSEEK
         may, at their option and expense, prepare its own promotional
         literature relating to Xerox Lexicons and the LICENSED SOFTWARE, and
         distribute the same to its sales force and customers.

VI.      ENHANCEMENTS TO Lexicons

6.01     During the term of this Agreement, XEROX will provide INFOSEEK with bug
         fixes to all BUGs reported by INFOSEEK, according to the procedure,
         outlined in Attachment III. Xerox may, at its discretion, provide
         INFOSEEK with periodic updates of or revisions to Lexicons, including,
         but not limited to, re-implementation for different computer processors
         or programming languages. Xerox will provide INFOSEEK with any updates
         or revisions made generally available to other customers. Any update,
         revision or modification of the Lexicons so provided shall be covered
         by the provisions of this Agreement as identified in Attachment I
         "Specifications." XEROX' sole obligations regarding support,
         enhancements and maintenance of the Lexicons are limited to the
         descriptions in Attachment III "Technical Support".




        
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          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    Lexicons

6.02     INFOSEEK may, at its discretion, provide XEROX with feedback relative
         to its use of Lexicons, including but not limited to errors and other
         corrective information, modifications, extensions and suggested changes
         relative to supporting documentation.

6.03     INFOSEEK grants to XEROX an irrevocable, non-exclusive, royalty-free
         world-wide license covering any and all rights owned, controlled or
         licensable by INFOSEEK relating to such corrections, modifications,
         extensions and supporting documentation of Lexicons pursuant to this
         agreement. XEROX shall have the right under this license to make, have
         made, use, sell, lease, reproduce, prepare derivative works, including
         the right to any modifications or improvements and the like made at the
         suggestion of INFOSEEK or based on the aforesaid feedback and to
         distribute, sublicense and otherwise dispose of any of the foregoing
         rights in connection with the licensed subject matter, and to
         sub-license others to perform any of these acts.

VII.     SPECIFICATIONS, DELIVERY AND ACCEPTANCE

7.01     XEROX will deliver the Lexicons and test suite in accordance with the
         Specification defined in Attachment I and any technical appendices that
         later will be mutually agreed in writing.

7.02     Acceptance Procedure

         Upon delivery of each of the Lexicons to INFOSEEK, INFOSEEK will: (a)
         Test and evaluate Lexicons for a period of up to 30 (thirty) days, and
         (b) Produce a list of changes and modifications needed to bring the
         Lexicons to conformance with the Specification in Attachment I.

         Upon receipt of the required changes, XEROX will: (c) Correct BUGs at
         no charge and (d) deliver to INFOSEEK a final version of the Lexicons.

7.03     INFOSEEK may request changes to the Lexicons which include enhancements
         to the product beyond those included in the Specification. XEROX will
         discuss such enhancements with INFOSEEK but will be under no obligation
         to implement any such enhancements, unless agreed by the parties in
         writing as to content, schedule and fees for changes to the
         Specification.

7.04     INFOSEEK and XEROX will each designate individuals who will serve as
         liaisons for the term of the agreement. These liaisons will be
         identified in Attachment I.

7.05     XEROX shall provide to INFOSEEK a master set of the Lexicons suitable
         for reproduction. INFOSEEK may use the master set solely to copy and
         develop products and services to be distributed to third parties in
         accordance with this Agreement.

VIII.    WARRANTY

8.01     XEROX represents and warrants that Lexicons is substantially free from
         program errors or other problems and fully meets the Specifications
         recited in Attachment I.

8.02     If any BUGs are discovered by INFOSEEK, XEROX shall correct such BUGs
         at no charge to INFOSEEK within a correction period of thirty (30) days
         following receipt of written notice from INFOSEEK of such BUG. Product
         enhancements and other program errors will be corrected according to
         acceptance procedure outlined in clause VII.

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          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    Lexicons

8.03     XEROX warrants that the master of the media on which the Lexicons are
         contained shall be free of physical defects. If at any time defects are
         discovered, INFOSEEK shall notify XEROX immediately and XEROX shall
         correct the defects by providing a new master on a new media
         immediately.

8.04     EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, XEROX HEREBY
         DISCLAIMS AND INFOSEEK HEREBY EXPRESSLY WAIVES ANY AND ALL OTHER
         EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, AND ANY
         AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
         WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IX.      TECHNICAL SUPPORT

9.01     XEROX shall provide technical support and maintenance of Lexicons to
         INFOSEEK in conformity with the terms and conditions defined in
         Attachment III, entitled "Technical Support."

X.       TERMINATION

10.01    This Agreement shall be effective from the date hereof and shall remain
         in effect for an initial three year period thereafter. It will
         automatically renew for additional one year periods of time unless
         either party, in writing and with 90 day notice, objects to such
         renewal.

10.02    Either XEROX or INFOSEEK may terminate this Agreement by written notice
         of termination to the other party upon a material breach by XEROX or
         INFOSEEK which has not been cured within thirty (30) days of written
         notice of such breach. Termination for material breach shall take
         effect 90 days after written notice of such breach has been provided,
         if said breach has not been cured. The Confidential Obligations (the
         obligations as to CONFIDENTIAL INFORMATION) herein and any other
         remedies available, such as return of fees, shall not be waived and
         shall survive termination.

10.03    Upon termination of this Agreement the license shall immediately cease 
         and INFOSEEK shall:

         (a)  promptly cease the distribution of and/or the provision of 
         services based on LICENSED SOFTWARE to any new sub-license partners,
         OEMs or end-users;

         (b)  promptly cease use of the LICENSED SOFTWARE incorporating the
         Lexicons, including its use on any processor, except as is required for
         providing maintenance to its existing customers;

         (c)  promptly cease provision of services based in whole or in part on 
         the Lexicons;

         (d)  return the master copies of Lexicons and return or destroy all
         copies of Lexicons and supporting documentation; INFOSEEK may, however,
         retain one (1) copy of the Lexicons and Documentation to be used solely
         for support purposes.

         (e)  remove Lexicons from LICENSED SOFTWARE not returned or destroyed;

         (f)  certify in writing to XEROX that it has performed these acts, and
         the obligations under clauses 2 and 15 shall remain in force until
         INFOSEEK has performed these acts.

10.04    Upon completion of the third year payments, the royalty and/or fees
         paid by INFOSEEK to XEROX for the licenses of the Lexicons constitutes
         a "fully paid-up" license to use such Lexicons in LICENSED SOFTWARE.
         Thereafter, termination of this Agreement shall not act to terminate
         such fully paid-up licenses granted by XEROX pursuant to this
         Agreement.

10.05    All valid INFOSEEK sub-licenses, in effect on the date of termination, 
         shall survive the termination of this Agreement.


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          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    Lexicons

XI.      INDEMNIFICATION

11.01    XEROX represents and warrants that it has sufficient right, title and
         interest in and to the Lexicons to enter into this Agreement and
         further warrants that the Lexicons do not infringe any patent,
         copyright or other proprietary right of a third party and that it has
         not been notified by a third party of a possibility that the Lexicons
         might infringe any patent, copyright or other proprietary right of a
         third party.

11.02    XEROX shall defend INFOSEEK from, and pay any judgment for, any claim, 
         action or other proceeding brought against INFOSEEK or INFOSEEK
         licensee of the Lexicons arising from the use of the Lexicons,
         providing that INFOSEEK promptly notifies XEROX in writing of any
         action or claim, allows XEROX, at XEROX expense, to direct the defense,
         gives XEROX full information and reasonable assistance required to
         defend such suit, claim or proceeding, at no out-of-pocket expense to
         INFOSEEK, and allows XEROX to pay any judgment, provided further that
         XEROX shall have no liability for any claim, action or other proceeding
         based upon acts or omissions by INFOSEEK or for settlements or costs
         incurred without the knowledge of XEROX. This indemnity shall not apply
         to any alleged infringement caused by combination with other software
         or products when the alleged infringement would not have occurred but
         for said combination. To avoid infringement, XEROX may, at its option,
         and at no charge to INFOSEEK, obtain a license or right to continue the
         use of the Lexicons, or modify the Lexicons so it no longer infringes,
         but is still an equivalent of the Lexicons, or substitute an equivalent
         of the Lexicons. INFOSEEK as used in this paragraph shall include any
*        [                ].

XII.     DISCLAIMER

12.01    IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST
         CONTRACTS OR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR
         CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THE USE OF THE Lexicons
         OR LICENSED SOFTWARE OR RELATING TO THIS AGREEMENT HOWEVER CAUSED
         UNDER A CLAIM OF ANY TYPE OR NATURE BASED ON ANY THEORY OF LIABILITY
         (INCLUDING CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF SUCH
         DAMAGES HAS BEEN COMMUNICATED.  THIS DISCLAIMER DOES NOT APPLY TO
         THE INDEMNIFICATION OF SECTION XI.

XIII.    FORCE MAJEURE

13.01    Neither party shall be liable to the other for its failure to perform
         any of its obligations hereunder during any period in which such
         performance is delayed by circumstances beyond its reasonable control,
         provided that the party experiencing such delay promptly notifies the
         other party of the delay.

XIV.     ETHICAL STANDARDS

14.01    XEROX agrees that with respect to its role as supplier to INFOSEEK
         including any interaction with any employee of INFOSEEK, it shall not:
         (1) give or offer to give any gift or benefit to said employee, (2)
         solicit or accept any information, data, services, equipment, or
         commitment from said employee unless same is (i) required under a
         contract between INFOSEEK and XEROX, or (ii) made pursuant to a written
         disclosure Agreement between INFOSEEK and XEROX, or (iii) specifically
         authorized in writing by INFOSEEK management, (3) solicit or accept
         favoritism from said employee, and (4) enter into any outside business
         relationship with said employee without full disclosure to, and prior
         approval of, INFOSEEK management. As used herein: "employee" includes
         members of the employee's immediate family and household, plus any
         other person who



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


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          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    Lexicons

         is attempting to benefit from his or her relationship to the employee.








                                          
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          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    Lexicons

         "XEROX" includes all employees and agents of XEROX. "Gift or benefit"
         includes money, goods, services, discounts, favors and the like in any
         form but excluding low value advertising items such as pens, pencils
         and calendars. "Supplier" includes prospective, current and past
         suppliers, and "favoritism" means partiality in promoting the interest
         of XEROX over that of other suppliers. Such activity by XEROX shall
         constitute breach of contract by XEROX and may further result in
         XEROX' debarment.

XV.      CONFIDENTIAL INFORMATION

15.01    INFOSEEK agrees not to intentionally disclose or intentionally make
         available to any third party information received from XEROX
         (hereinafter referred to as "CONFIDENTIAL INFORMATION") in any form
         without the express written approval of the other party.

15.02    INFOSEEK shall not use such CONFIDENTIAL INFORMATION except to the
         extent necessary to perform under this Agreement and shall not
         intentionally circulate the CONFIDENTIAL INFORMATION within its own
         organization except to those with a specific need to know such
         CONFIDENTIAL INFORMATION. If written approval by XEROX is given to
         INFOSEEK to disclose CONFIDENTIAL INFORMATION to a third party,
         INFOSEEK shall impose similar confidential restrictions on such third
         party to whom it discloses such CONFIDENTIAL INFORMATION.

15.03    The obligations on INFOSEEK recited herein shall terminate with respect
         to any particular portion of such CONFIDENTIAL INFORMATION when and to
         the extent that it is or becomes: (a) part of the public domain through
         no fault of either party, (b) communicated by the party who owns the
         CONFIDENTIAL INFORMATION to a third party free of any obligation of
         confidence; (c) independently developed by the other party without any
         reference to the CONFIDENTIAL INFORMATION; (d) known to the other party
         free of any obligation of confidence.

15.04    In no event shall the obligation of either party as recited in 10.02
         with respect to the CONFIDENTIAL INFORMATION extend beyond three (3)
         years from the date of termination of this Agreement, except for XEROX
         source code.

15.05    Upon request by XEROX after termination of this Agreement, INFOSEEK
         agrees to promptly return the CONFIDENTIAL INFORMATION.

15.06    INFOSEEK agrees that:

         (a)  it will use its best efforts to ensure that Lexicons are
         distributed to third parties only according to procedures which do not
         compromise the security and copyrights of Lexicons;

         (b)  it will not knowingly permit anyone to use Lexicons including 
         portions thereof for the purpose of reverse-engineering;

         (c)  it will instruct its employees of the foregoing obligations and 
         prohibitions.

15.07    INFOSEEK shall cause each unit of the LICENSED SOFTWARE incorporating
         Lexicons distributed by it or its OEMs or sub-licensors pursuant to
         this Agreement to be subject to a standard limited use software
         agreement.

15.08    INFOSEEK will use a reasonable and expected degree of care in
         safeguarding the LICENSED SOFTWARE as is expected and customary for
         those possessing information of like importance in safeguard and
         security thereof.

15.09    Upon discovery of unauthorized transfers or misappropriation, INFOSEEK
         will: (a) inform XEROX of known details thereof, (b) give reasonable
         effort and assistance to XEROX in the recovery and return of such
         unauthorized transfer or misappropriation; (c) provide all reasonably
         necessary assistance in the enforcement of XEROX' rights against any
         third party involved in such unauthorized transfer or misappropriation,
         and (d) use its best endeavors to prevent further


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          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    Lexicons

         unauthorized transfer or misappropriation.

XVI.     ASSIGNMENT

16.01    This Agreement may not be assigned or transferred by either party
         without the prior written approval of the other party; provided that
         XEROX may assign its rights to its affiliates or to any purchaser of
         all or substantially all of its Lexicons business, and INFOSEEK may
         assign its rights hereunder, or any portion thereof, to any subsidiary
         or affiliate of INFOSEEK or to any purchaser of all or substantially
         all of its business for which the LICENSED SOFTWARE or Lexicons are
         then licensed. Further, INFOSEEK's rights and obligations under this
         Agreement may be exercised and performed in whole or in part by any
         subsidiary or affiliate of INFOSEEK, provided that INFOSEEK shall
         continue to be responsible to XEROX for the performance of its
         obligations under this Agreement. Subject to the limitations heretofore
         expressed, this Agreement shall inure to the benefit of and be binding
         upon the parties, their successors, administrators, heirs and assigns.

         In the event that Infoseek files for bankruptcy protection within the
         three year term of this Agreement, the assignment of rights to LICENSED
         SOFTWARE by Infoseek to any third party shall require the approval, in
         writing, of Xerox.

XVII.    MODIFICATION

17.01    This Agreement constitutes the entire Agreement of the parties as to
         the subject matter hereof and supersedes all prior and contemporaneous
         communications. This Agreement shall not be modified, except by a
         written Agreement signed by duly authorized representatives of XEROX
         and INFOSEEK.

XVIII.   BANKRUPTCY

18.01    To the extent permitted by applicable law (including II. U.S.C. Section
         365) the non-defaulting party may terminate this Agreement immediately
         by written notice to the other in the event the other party makes an
         assignment for the benefit of its creditors, admits in writing an
         inability to pay debts as they mature, a trustee or receiver is
         appointed respecting all or a substantial part of the other party's
         assets, or a proceeding is instituted by or against the other party
         under any provision of the Federal Bankruptcy Act and is acquiesced in
         or is not dismissed within sixty (60) days, or results in an
         adjudication of bankruptcy. To the extent applicable law prevents the
         non-defaulting party from terminating this Agreement, if it should wish
         to do so as described above, then the parties shall have only those
         rights and remedies permitted by applicable law, including the United
         States Bankruptcy Act, including but not limited to II U.S.C. Section
         365. However the non-defaulting party, has the unrestricted right, at
         its option, not to terminate this Agreement and to continue as the
         non-exclusive distributor of the LICENSED SOFTWARE.

XIX.     NON-PUBLICITY

19.01    Without prior written consent of the other party, neither INFOSEEK, nor
         XEROX shall (a) make any news release, public announcement, public
         denial or confirmation of this Agreement or its subject matter, or (b)
         advertise or publish any facts relating to this Agreement. Such consent
         will not be unreasonably withheld. This requirement will expire upon
         the execution of this Agreement.

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          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
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         INFOSEEK and XEROX agree to make a joint press release to announce this
         partnership relationship as soon as feasible after the execution of
         this Agreement.

XX.      JOINT MARKETING

         INFOSEEK and XEROX agree to cooperate in and pursue future product
         development and marketing arrangements with regard to products and
         services relevant to their respective business plans. Each such
         cooperative arrangement will be the subject of a separate agreement
         between the parties.

XXI.     CONTROLLING LAW

21.01    This Agreement shall be governed and construed in accordance with the
         laws of the United States and the State of California.

XXII.    GENERAL PROVISIONS

22.01    WAIVER Failure of either party to require strict performance by the
         other party of any provision shall not affect the first party's right
         to require strict performance thereafter. Waiver by either party of a
         breach of any provision shall not waive either the provision itself or
         any subsequent breach.

22.02    NO AGENCY It is agreed and understood that neither INFOSEEK nor XEROX
         has any authority to bind the other with respect to any matter
         hereunder. Under no circumstances shall either INFOSEEK or XEROX have
         the right to act or make any commitment of any kind to any third party
         on behalf of the other or to represent the other in any way as an
         agent.

22.03    SURVIVAL The provisions of this Agreement shall, to the extent
         applicable, survive the expiration or any termination hereof.

22.04    HEADINGS The headings and titles of the Sections of the Agreement are
         inserted for convenience only, and shall not affect the construction or
         interpretation of any provision.

22.05    SEVERABILITY If any provision of the Agreement is held invalid by any
         law, rule, order or regulation of any government, or by the final
         determination of any state or federal court, such invalidity shall not
         affect the enforceability of any other provisions not held to be
         invalid.

22.06    ENTIRE AGREEMENT This Agreement constitutes the entire Agreement of the
         parties as to the subject matter hereof and supersedes any and all
         prior oral or written memoranda, understandings and Agreements as to
         such subject matter.

XXIII.  ATTACHMENTS

23.01    THE TERMS AND CONDITIONS ON ATTACHMENTS ["I,"
         "II," "III"] ARE ATTACHED HERETO AND MADE A PART HEREOF.

IN WITNESS WHEREOF, the parties have hereunto set their hands.

INFOSEEK CORPORATION                                 XEROX

By:     Andrew E. Newton                    By:     Mohan Trikha
   --------------------------------            ---------------------------------

Sig:                                        Sig:
    -------------------------------             --------------------------------

Title:  Vice President                      Title:  Vice President & GM
      -----------------------------               ------------------------------

Date:   March 29, 1996                      Date:   March 29, 1996
     ------------------------------              -------------------------------


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                                    LEXICONS

                          ATTACHMENT I - SPECIFICATIONS

DEFINITIONS

"Lexicons" refers to a state-of-the art engine for lexical processing which
         serves the increasingly sophisticated needs of the market. The salient
         characteristics of this technology are its abilities to map, or
         linguistically connect, any surface form of a word to its canonical
         base form, and return relevant information about a surface form,
         including category (part of speech), tense, aspect, mood, person, or
         number.

         The Lexicons technology itself is language independent and enables the
         same run-time software to be used with many different language modules.
         The Japanese Lexicon is based on the same technology but requires
         different run-time software than the European languages. The Lexicons
         technology is the basic building block for complex tasks such as
         Tokenization (Word Breaking), Morphological Analysis (Stemming),
         Morphological Generation (returning surface forms from a base form),
         and Part-of-Speech Tagging and Identification.

         Lexicons is based on Xerox morphological tools, an API, and at least
         one Lexicon. A Lexicon is developed in the Xerox Transducer Lexicon
         Format, as produced with the Xerox Lexical Tools, and the Licensed
         Utility (the run-time library for accessing lexical transducers
         developed with the Lexical Tools). It is a linguistic product which
         performs stemming, inflection and derivation (English only) as
         illustrated in the following paragraphs:

                           Stemming:     input "swam", outputs "swim"
                           Inflection:   input "swim", outputs "swim", "swims", 
                                         "swam", "swum", "swimming"
                           Derivation:   input "computer", outputs "computes",
                                         "computation", "computational"

         Lexicons with respect to this Agreement and License Grant refers only
*        to the XEROX software for stemming and inflection of [              ]
         operating on one of the following  platforms: Win16 and Win 32, Sun OS
         4.1.X or Solaris 2.X, to be specified by INFOSEEK. Lexicons will be
         provided in run-time object code format.

"Documentation" MEANS:

         -        Any and all text, whether in written or electronic form,
                  describing the Lexicons, including but not limited to user
                  manuals, brochures, specifications, software descriptions, and
                  related materials normally needed for use with the Lexicons.

         -        Marketing literature describing the product and its features.

         -        Technical written information provided by Xerox for INFOSEEK 
                  internal use in developing LICENSED SOFTWARE which includes 
                  Design Documentation and Installation Documentation.

         -        Other written material describing Lexicons, as may have been 
                  developed by XEROX for their end-users.

"LICENSED SOFTWARE" means any work derived from the combination of the Xerox
Lexicons and INFOSEEK Internet Search Software (code name "Moby") including:

         1)  INFOSEEK products incorporating Lexicons in whole or in part, or 
         other work derived from Lexicons.

         2)  All modifications, improvements, enhancements, additions, 
         derivative works, updates, releases and versions of the foregoing
         products, including ports, of which derivation was created or developed
         by or on behalf of INFOSEEK.

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

                                     10.                                 3/28/96

   11


   12
          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    LEXICONS

         3) LICENSED SOFTWARE does not include other INFOSEEK products or
         services which may become available henceforth and expand INFOSEEK's
         market presence, open new markets, or replace LICENSED SOFTWARE.

SPECIFICATIONS

         Lexicons includes the definition stated above and Lexicons provided in
         the XEROX Transducer Lexicon Format, as produced with the XEROX Lexical
         tools, and as defined in the description of the c-fsm format in the
         publication "Finite State Lexicon Compiler" by Lauri Karttunen {ISTL-
         NLTT-1933-04-02} and as may be defined in later technical appendices
         attached to this Agreement.

ACCEPTANCE CRITERIA

         Acceptance of the LICENSED SOFTWARE is contingent on completion of the
         Acceptance Procedure described in 7.02 of this Agreement.

PLATFORM AVAILABILITY

         English Lexicons for the Windows 16 bit and Sun OS 4.1.X client
         platform environments are available within one week of executing this
         Agreement. Windows 95 32 bit and Solaris 2.X platform environments in
         beta form can also be made available immediately. Formal product for
         these beta forms can be available within 30 days of delivery of beta.

         The Japanese Lexicon is outlooked for availability in late third
         quarter 1996.

TECHNICAL CONTACTS

For all technical matters, the point of contact will be:

XEROX CORPORATION                           INFOSEEK CORPORATION

Andrew Gelman                                  John Nauman
                                            ------------------------------------
XSoft, A Division of Xerox Corporation         Infoseek Corporation
                                            ------------------------------------
3400 Hillview Avenue                           2620 Augustine Drive  Suite 250
                                            ------------------------------------
Palo Alto, California 94304                    Santa Clara, CA 95054
                                            ------------------------------------
(415) 813-7194                                 408-567-2773
                                            ------------------------------------
                                           

COPYRIGHT NOTICE

Copyright (c) 1996, Xerox, Inc. All Rights Reserved.


                                     11.                                 3/28/96

   13
          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    LEXICONS

                      ATTACHMENT II - ROYALTY/PERIODIC FEES

In consideration of the rights granted INFOSEEK by XEROX in the Software
Distribution & License Agreement to which this Attachment II is a part, INFOSEEK
shall pay to XEROX the Royalties and Periodic Fees listed herein.

TERM OF AGREEMENT: This Agreement is for three years, effective on the execution
         date, and shall be non-cancelable without cause. At the conclusion of
         the three year term and upon payment of all moneys due, INFOSEEK will
         be granted a fully paid up license to use Lexicons, "as is" on that
         date, in LICENSED SOFTWARE, in perpetuity. Xerox will not be liable to
         provide any further maintenance or updates once the perpetual license
         has been granted.

         At least 90 days prior to the expiration of this Agreement, INFOSEEK
         and XEROX shall open discussion and agree on terms for product updates
         and maintenance beyond the period of this Agreement. It is expected
         that such terms will be based in part on the financial condition of
         INFOSEEK at that time.

ADVANCE PAYMENTS: INFOSEEK shall make Advance license payments to XEROX in the
         amounts shown below on the indicated dates. Such payments are for the
         English Lexicons, and for platforms on which Lexicons is licensed and
         shall be non-refundable.

          Annual Advance:

      *   A.  Upon execution of this Agreement (March 31, 1996): [     ]
          B.  On each 12th month anniversary of the Execution of this Agreement:
      *       [     ]

ROYALTY: INFOSEEK shall pay to XEROX the following royalty based on Gross 
         Advertising revenues billed by INFOSEEK for the LICENSED SOFTWARE.
      *   - Royalty Rate:                            [  ]

          Royalties due to XEROX in a given Agreement year shall be credited
          against the Advance Payment for that year at a 100% rate until the
          Advance has been depleted.

ANNUAL MAXIMUM PAYMENT: In consideration of the fact that INFOSEEK is a
          relatively new, emerging company, XEROX agrees that the amount of
          royalties due to XEROX in each year of this Agreement will be limited
          to the amounts shown, exclusive of the one time fees for additional
          languages, lexical enhancements, technology fees, sub-licensing fees,
          maintenance fees or consulting services, if applicable, which are
          denoted in the sections following.

          - Maximum Royalty in 1996: $200,000
          - Maximum Royalty in 1997: $200,000
          - Maximum Royalty in 1998: $200,000 ($300,000 if Infoseek's revenues 
      *     exceed [          ].

*ADDITIONAL [       ]: INFOSEEK may license [                        ] Lexicons
*         from XEROX by paying a one-time fee for each [      ] licensed.  
          This fee is in addition to the Royalty and Annual Maximum Payment
          described above.
*         - [                 ]
*         - [                 ]
*         - [                 ]

*         Payment of the fee for additional [      ] will be due when INFOSEEK 
*         places an order and the [     ] is delivered by XEROX to INFOSEEK.  
*         The [     ] Lexicon is expected to become available in [           ]. 
*          The [               ] Lexicons are available now.

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


                                     12.                                 3/28/96

   14
          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    LEXICONS

 DEFAULT PRODUCT: INFOSEEK agrees that LICENSED SOFTWARE shall become the 
         INFOSEEK Internet search default product as soon as practicable after
         the execution of this Agreement. It is expected that this will occur in
*        [                 ].

 TECHNOLOGY FEE: XEROX' normal technology fee associated with the licensing of
*        XEROX Lexical Technology is [ ] plus [ ] maintenance of [ ] of the
         Technology fee. In consideration of the banner advertising to be
*        provided by INFOSEEK to XEROX, as described below, XEROX [          ]
         for the licensing of the Executables Library and the API.

 MAINTENANCE:  Annual maintenance charges with respect to the Executables 
*        Library and the API are [    ]

*ADVERTISING: [    ] of the Technology Fee noted above, INFOSEEK will provide
*         to XEROX Headline Banner advertising equal in value to [      ].  The
          content and term of this Advertising program will be agreed by
          representatives of both parties after the execution of this Agreement.
          Said advertising value must be used by XEROX prior to the end of the
          third year of this Agreement.

          INFOSEEK will provide XEROX with monthly reports on the number of hits
          and queries on which the XEROX banner appeared, plus the demographics
          of the hits as can be recorded by INFOSEEK systems.

 HYPERTEXT LINK:  A Hypertext link and a XEROX technology statement shall appear
                 on every Search Results page supplied by the LICENSED SOFTWARE,
                 at no charge to XEROX. Said statement and link shall appear
                 near the bottom of the page. The appearance, wording and size
                 of the XEROX technology statement shall be agreed by parties
                 after execution of this Agreement and shall appear on the
                 INFOSEEK Results pages concurrent with the LICENSED SOFTWARE.

          INFOSEEK will provide to XEROX monthly reports on the search activity,
          including but not limited to the number of results pages and the
          number of hits on the XEROX link.

          XEROX and INFOSEEK agree to discuss future placement of the Hypertext
          link in any extension of this Agreement.

          The parties agree that the value of the Hypertext link may be as much
          as several hundred thousand dollars of business to XEROX.

*SUB-LICENSING: INFOSEEK may sublicense LICENSED SOFTWARE to a maximum of [   ]
          financial supporters (investors) in INFOSEEK during the term of this 
          Agreement.  For each investor so licensed, INFOSEEK agrees to pay 
*         XEROX [            ].  Once the [                    ] has been
*         granted, the [                       ] charges shall no 
          longer be payable. Said payments will be due to XEROX upon execution
          of the Investor Agreement and on succeeding anniversaries of such
          agreements.

*         One permitted sublicensee shall be [                            ]    
*         and any Affiliate or Successor of [        ] and such 
          Affiliates and Successors collectively referred to herein as
*         [                 ].  "Affiliate" shall mean any entity of which 
*         [   ] owns at least [      ] of the equity, or any entity that owns 
*         at least [       ] of the equity of [   ]  "Successor" means any 
*         entity that has a right to provide the [                      ]   
*         or successor service.  [                                      ]
*         The [             ] charge shall apply to such [             ].


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


                                     13.                                 3/28/96

   15
          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    LEXICONS

          Should INFOSEEK desire to enter into any other sublicensing
          arrangements concerning LICENSED SOFTWARE, whether with Investors or
          with commercial customers or OEMs, will require the written approval
          of XEROX and an agreed royalty schedule.

 SUMMARIZATION: Should INFOSEEK desire to license Xerox's summarization 
          technology, XEROX and INFOSEEK will agree on terms and conditions as
          an amendment to this Agreement.

 INTERNAL USE: No royalties shall be due from INFOSEEK for units of LICENSED
          SOFTWARE which are used internally specifically for testing,
          evaluation, support, marketing, demonstration or training purposes.

*EXCLUSIVITY: For a period of [      ], effective upon execution of this 
*         Agreement, and subject to INFOSEEK [                               ],
*         XEROX shall not [                                        ] Lexicons 
*         to [                                               ].  Should 
          INFOSEEK fail to introduce a service using LICENSED SOFTWARE on the 
*         Internet by [             ], this exclusivity provision will 
*         [                 ].

 PAYMENT AND REPORTING: Within thirty (30) days after the end of each calendar
          quarter during the term hereof, INFOSEEK shall provide XEROX with a
          written report setting forth the amount of billed advertising revenue
          related to LICENSED SOFTWARE and the royalties due to XEROX for that
          quarterly period. A check or wire transfer of funds shall accompany
          the report.

 AUDIT:   INFOSEEK shall, for a period of two (2) years following the date of 
          each report issued, keep records adequate to verify the substance of
          the report and any accompanying payment. XEROX shall have the right,
          no more than once each calendar year, to select a mutually acceptable
          independent Certified Public Accountant to inspect the records of
          INFOSEEK at a single location on reasonable notice and during regular
          business hours to verify the reports and payments made hereunder. The
          entire cost of such inspection shall be borne by XEROX, and such
          Certified Public Accountant shall not disclose to XEROX any
          information other than information relating to the computation and
          accuracy of such reports and payments. Any information as to
          INFOSEEK's customers will be treated as INFOSEEK CONFIDENTIAL
          INFORMATION and shall not be disclosed. If the audit reveals that
          INFOSEEK has under-reported revenues of LICENSED SOFTWARE by more five
          percent (5%) in any calendar year, INFOSEEK shall reimburse XEROX for
          the audit fees. In any event, INFOSEEK shall promptly repay, or apply
          against any outstanding prepaid Annual Fees, the underpayment.

 CUSTOM EFFORT:  Requests for custom effort with regard to Lexicons, if agreed 
*         by the parties, will be charged at a rate of [    ] per day.


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


                                     14.                                 3/28/96

   16
          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    LEXICONS

                       ATTACHMENT III - TECHNICAL SUPPORT

DEFINITIONS

CUSTOMER means the end-user or OEM using the LICENSED SOFTWARE.

BUG FIXING means modifications to source code or Documentation, or revisions, 
          including both the source code and object code thereto, which correct
          BUGs or provide other updates and corrections. BUG FIXING will consist
          of XEROX using reasonable efforts to design, code, and implement
          programming changes to Lexicons and modifications to the documentation
          in order to correct BUGs such that Lexicons are brought into
          conformance with the Specifications listed in Attachment I. BUG FIXING
          will also consist of XEROX advising INFOSEEK with regard to Lexicons
          in order to create the LICENSED SOFTWARE.

UNILATERALENHANCEMENTS are changes to Lexicons, which XEROX do as a consequence
          of their normal business operations and ensuing BUG FIXING for others
          than INFOSEEK, with the aim to keep the Lexicons up-to-date and
          according to the Specification.

ENHANCEMENT REQUESTS will be considered and enhancements delivered by XEROX at
          its own discretion. In cases where INFOSEEK is willing to provide
          compensation for certain enhancements, and the parties agree on
          content and schedule, INFOSEEK and XEROX will enter into a separate
          licensing agreement. ENHANCEMENT REQUESTS are such enhancements to the
          Lexicons, which extend or modify the Specifications.

LIAISONS

XEROX and INFOSEEK are represented by their respective Technical Contacts
          (listed in Attachment I) or by certain designated individuals (limited
          in number).

MAINTENANCE FEE

XEROX shall provide BUG FIXING and UNILATERAL ENHANCEMENTS at the fees set forth
          in Appendix II.

MAINTENANCE LOCATION

All BUG FIXING provided under this Agreement shall be provided at XEROX' 
          facilities, unless XEROX and INFOSEEK mutually agree that it is
          necessary to provide such services at INFOSEEK's facilities.

TERM

BUG FIXING is effective on the date of execution of this Agreement and will be 
          in effect, until the Agreement is terminated, for the then current
          version of the Lexicons shipping to customers, unless otherwise agreed
          by the parties.

RESPONSIBILITY

XEROX will provide BUG FIXING to INFOSEEK as INFOSEEK's CUSTOMERs may require
from INFOSEEK in order for INFOSEEK to fulfill its maintenance obligations to
its CUSTOMERs. XEROX will not be expected to provide BUG FIXING directly to any
CUSTOMERs, unless XEROX enter into a separate maintenance agreement with such
CUSTOMERs.

Should XEROX discontinue all maintenance and distribution of the Lexicons, a
copy of the source code and BUG FIXING and product modification records will be
made available to INFOSEEK as CONFIDENTIAL INFORMATION in order for INFOSEEK to
fulfill its maintenance obligations to its CUSTOMERs.

RESPONSE TIME


                                     15.                                 3/28/96

   17
          XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT
                                    LEXICONS

Email support will be the primary support provided by XEROX. XEROX provides
telephone support during XEROX' normal days of business operation (9 AM - 5 PM
(PST)).

For each BUG FIXING, INFOSEEK and XEROX will follow the procedure outlined
below:

          Day 0 INFOSEEK's CUSTOMER logs a BUG; INFOSEEK determines that BUG is
          related to Lexicons.

          Day 0-1 Request is sent to XEROX via e-mail or telephone;

          Day 1-2 XEROX acknowledges receipt of request and classifies the BUG
          according to the BUG Classification table following.

          Day 2-6 XEROX responds, as per the BUG Classification table,
          identifying the nature and the cause of the problem and (a) an
          estimated BUG FIXING date; or (b) a workaround or patch, if such is
          available.

          Day 3-7 INFOSEEK communicates the response to the customer.

                                          BUG Classification Table


================================================================================================================ PROBLEM DESCRIPTION XSOFT RESPONSE TIME - ---------------------------------------------------------------------------------------------------------------- 1. PROBLEM SOLVED; CASE CLOSED - ---------------------------------------------------------------------------------------------------------------- 2. Minor Problem. Customer is having a problem with a particular feature or 4 working days, Solution function related to Lexicons or requests a product improvement or or Action plan enhancement. Other aspects of Lexicons are functioning normally. The LICENSED SOFTWARE is up, with no significant impact to production. - ---------------------------------------------------------------------------------------------------------------- 3. Moderate Problem. Customer is having a Lexicons problem on his 40 hours, Solution or workstation that is preventing the use of LICENSED SOFTWARE. The Action plan system is up but production capability is reduced. All system functions seem to be operating normally. There is no data loss. Indicators are inability of a non-critical application to run, continuing but infrequent failure requiring operational intervention, or non-critical product feature or function does not work. - ---------------------------------------------------------------------------------------------------------------- 4. Severe Problem. Lexicons crash caused the workstation to go down. 20 hours, Solution or User cannot run any software on workstation. Problem is characterized by Action plan, Status update the inability of some critical application to run, the failure requires frequent every two (2) days. operational intervention, and/or there is a recoverable data loss. - ---------------------------------------------------------------------------------------------------------------- 5. Catastrophic Problem. Lexicons has caused LICENSED SOFTWARE to Immediate action, Daily go down at the server level. Users cannot access LICENSED SOFTWARE status reports. and have no production capability on that server. The problem is characterized by inability to run critical applications and/or unrecoverable data loss. ================================================================================================================
With respect to ENHANCEMENT REQUESTS, XEROX makes no commitments as to response time, but will endeavor, to the extent resources are available, to evaluate the requested enhancement and to provide estimates of the time and cost to accomplish same. If applicable, INFOSEEK initiates discussions with XEROX on the fee for the proposed enhancement. SERVICE OBLIGATION The services set forth herein shall be expressly contingent upon (1) INFOSEEK promptly reporting any errors in the Lexicons or related documentation to XEROX in writing; (2) Not modifying the Lexicons without written consent of XEROX; and (3) INFOSEEK utilizing the Lexicons only as intended. 16. 3/28/96 EX-10.35 6 LETTER OF AGREEMENT W/ HNC SOFTWARE 4/2/96 1 EXHIBIT 10.35 * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. April 1, 1996 HNC Software Inc. 5930 Cornerstone Court West San Diego, CA 92121-3728 Tel: 619.546.8877 Fax: 619.452.6524 Robin Johnson Infoseek Corporation 2620 Augustine Drive, Suite 250 Santa Clara CA 95054 Dear Robin: The purpose of this letter is to set forth the terms and conditions whereby HNC will provide Infoseek with a copy of HNC's CONVECTIS(TM) software (the "HNC Software") prior to the execution of a definitive software license agreement between the parties (the "Definitive Agreement"), which the parties acknowledge is currently under negotiation between them. As such, it is agreed that: 1. HNC's provision of the HNC Software to Infoseek shall be subject to the terms and conditions of the Definitive Agreement as well as the Mutual Confidentiality and Non-Disclosure Agreement executed by the parties as of April 2, 1996 (the "Non-Disclosure Agreement"). It is acknowledged that the HNC Software shall be considered "Confidential Information" for purposes of the Non-Disclosure Agreement. 2. In the event the Definitive Agreement is not executed by both parties on or before June 30, 1996, Infoseek shall immediately discontinue all use of the HNC Software and, within ten (10) days thereof, return the original and all copies of the HNC Software (as well as any and all HNC Confidential Information in Infoseek's possession) to HNC. Such shipment shall be accompanied by a written statement signed by an officer of Infoseek certifying that all HNC Software and HNC Confidential Information provided to Infoseek in connection with the HNC Software (as well as any copies thereof) has been either returned to HNC or destroyed by Infoseek. 3. In the event of any return of the HNC Software as described in Section 2 above, HNC shall refund to Infoseek all amounts actually paid to HNC by Infoseek in accordance with a quotation from HNC dated March 26, 1996, less *[ ], which represents [ ] of the Installation Fee described in said quotation. Please acknowledge your agreement to the above-referenced terms by signing this letter in the space below and returning one copy of this letter to my attention by return fax and U.S. Mail. Sincerely, AGREED: HNC SOFTWARE INC. INFOSEEK CORPORATION Michael A. Thiemann By:________________________________ Executive Vice President Robin Johnson, President and CEO Date signed:_______________________ - ---------------------------------------- *CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION 2 March 26, 1996 HNC Software Inc. 5930 Cornerstone Court West San Diego, CA 92121-3728 Tel: 619.546.8877 Fax: 619.452.6524 Infoseek Corporation 2620 Augustine Drive, Suite 250 Santa Clara CA 95054 Re: QUOTATION The purpose of this letter is to provide Infoseek with a quotation with respect to Infoseek's licensing of HNC's CONVECTIS(TM) product ("CONVECTIS"). This quotation shall not be construed as a license to Infoseek with respect to CONVECTIS; such a license shall only be extended to Infoseek in accordance with a software license agreement executed by both HNC and Infoseek. This quotation assumes that HNC and Infoseek will enter into such a software license agreement with respect to CONVECTIS as soon as reasonably practicable. However, this quotation does not include all of the terms and conditions to be contained in any such software license agreement. As such, HNC provides the following quotation to Infoseek with respect to CONVECTIS: =============================================================================== Item Amount(3) - ------------------------------------------------------------------------------- *Installation Fee(1) [ ] - ------------------------------------------------------------------------------- *Annual Convectis License(2) [ ] (includes one Convectis tuning workstation) - ------------------------------------------------------------------------------- *Additional Convectis tuning workstation license(2) [ ] - ------------------------------------------------------------------------------- *Annual Convectis Maintenance (includes one Convectis tuning [ ] workstation license)(2) - ------------------------------------------------------------------------------- *Additional Convectis tuning workstation maintenance(2) [ ] =============================================================================== (1) A portion of this fee may be refundable in accordance with the terms and conditions to be contained in the software license agreement. (2) Quote is limited to first year fees only; fees for any subsequent year(s) shall be paid in accordance with the terms and conditions to be contained in the software license agreement. (3) Fees shall be due and payable in accordance with the mutually agreed upon terms of the Definitive Agreement. Travel-related Expenses. The Installation, License, and Maintenance fees set forth above and in any software license agreement are exclusive of any travel-related expenses incurred by HNC with respect to the subject matter of this quotation. Accordingly, any travel related expenses HNC incurs with respect to the subject matter of this quotation are to be reimbursed to HNC as provided herein in addition to the payment of any other fees payable to HNC hereunder. Actual expenses will be invoiced monthly and full reimbursement for such expenses will be due and payable to HNC from Infoseek within thirty (30) days of Infoseek's receipt of HNC's invoice therefor at the following rates, subject to increase as provided in the section entitled "Consumer Price Index Adjustments" below: Hotel (per day maximum) $ 160.00 per person Meals (per day maximum) $ 40.00 per person Automobile (full or luxury size) HNC's Actual Cost Business Airfare HNC's Actual Cost Courier Costs HNC's Actual Cost Out-of-Pocket Expenses HNC's Actual Cost Automobile mileage (if personal car) IRS Allowed Standard - -------- * CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION Page 1 of 2 3 Infoseek Corporation March 26, 1996 _______________ CONSUMER PRICE INDEX ADJUSTMENTS. - -------------------------------- All fees, prices, labor rates and expense reimbursement rates set forth in this quotation and in any software license agreement will be reviewed at the end of each anniversary of the software license agreement's effective date, including each year during any renewal of the software license agreement. This review will commence on the first day of the anniversary month of the software license agreement effective date and adjustments will be made to all such prices, labor rates and expense reimbursement rates with reference to the percentage increase (if any) of the Consumer Price Index (CPI), for the San Diego, California area, but such increases will not be made at an annual rate in excess of CPI increase plus four percent (4%). No decrease in any fee, price, labor rate or expense reimbursement rate will be made. This quotation shall be effective until April 2, 1996. Sincerely, HNC SOFTWARE INC. Raymond V. Thomas Vice President, Finance and Administration Chief Financial Officer cc: Michael Thiemann John Gaffney Page 2 of 2 4 HNC/Infoseek Mutual Confidentiality and Non-Disclosure Agreement MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Mutual Confidentiality and Non-Disclosure Agreement is entered into as of April 2, 1996 (the "Effective Date") by and between HNC Software Inc., a Delaware corporation, and Infoseek, a California corporation (hereinafter collectively referred to as "the parties"). WHEREAS, the parties recognize that each other's business involves specialized and proprietary knowledge, information, methods, processes, techniques, and skills peculiar to their security and growth. The parties acknowledge that any disclosure of such methods, processes, skills, financial data, or other confidential or proprietary information would substantially injure the party's business, impair the party's investments and goodwill, and jeopardize the party's relationship with the party's clients and customers; WHEREAS, the parties presently desire to consult with each other with respect to certain matters; WHEREAS, in the course of such consultation the parties anticipate disclosing to each other certain information of a novel, proprietary, or confidential nature, and desire that such information be subject to all of the terms and conditions set forth below. NOW, THEREFORE, the parties hereto, in consideration of the premises and other good and valuable consideration, agree as follows: 1. Confidential Information. "Confidential Information" shall mean and include any information which relates to the financial and/or business operations of each party, including, but not limited to, information relating to each party's customers, products, processes, financial condition, employees, manufacturing techniques, experimental work and/or trade secrets. Said Confidential Information is deemed proprietary by the parties hereto. The Subject Matter of this Agreement, as well as any additional information disclosed hereunder that is deemed Confidential Information by the parties is described in Exhibit A attached hereto and incorporated herein by this reference. 2. Use of Confidential Information. Each party agrees not to use the other's Confidential Information for any purpose other than for the specific consultation regarding the subject matter of this Agreement. Any other use of such Confidential Information shall be made only upon the prior written consent from an authorized representative of the party which disclosed such information (hereinafter the "Disclosing Party") or pursuant to subsequent agreement between the parties. 3. Non-Disclosure of Proprietary Information. The parties agree that from the date of receipt, the party receiving the Confidential Information (hereinafter the "Receiving Party") shall not disclose Confidential Information to any other person, firm, corporation or other entity or use it for its own benefit except as provided in this Agreement. The Receiving Party shall not publish, divulge, communicate, or reveal any Confidential Information to any person, corporation, or other third party or to any of Receiving Party's employees who do not have a need to know such Confidential Information with respect to their job duties. The Receiving Party shall use the same degree of care to avoid publication or dissemination of the Confidential Information as it would with respect to its own confidential information. These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of Receiving Party restrictions at least as strict as required by this Agreement. "Confidential Information" shall not include information, technical data or know-how which: (a) is already known to the Receiving Party at the time of disclosure and is not otherwise subject to restriction; (b) is or becomes publicly known through no wrongful act of the Receiving Party; (c) rightfully disclosed to Receiving Party by a third party who has no obligation of confidentiality to the Disclosing Party; (d) is independently developed by the Receiving Party; or (e) is approved for release by written authorization of the Disclosing Party. 4. Marking. Confidential Information may be disclosed either visually, orally or in writing. Written material shall be identified and labeled "Confidential" or "Proprietary" to discloser. Verbal or visual information should be identified as "Confidential Information" when disclosed. Confidential and Proprietary Information 1 5 HNC/Infoseek Mutual Confidentiality and Non-Disclosure Agreement 5. Return of Confidential Information. All Confidential Information and copies and extracts thereof shall be promptly returned to Disclosing Party three years from the effective date of this Agreement, or at any time within thirty (30) days of receipt of a written request by the Disclosing Party for the return of such Confidential Information. 6. Ownership of Information. The parties agree that any Confidential Information revealed to the other by the Disclosing Party remains the exclusive property of the Disclosing Party and its successors and assigns, unless otherwise expressly provided in writing signed by an authorized representative of the Disclosing Party. 7. No License Granted. Nothing contained in this Agreement shall be construed as granting or conferring any rights to the Receiving Party by license or otherwise, expressly, impliedly or otherwise, for any information, discovery or improvement made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived or acquired prior to the date of this Agreement. 8. Arbitration and Equitable Relief. (a) Arbitration. Except as provided in Section 8(b) below, the parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in San Diego County, California in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. In the event of arbitration, a reasonable amount of discovery may be undertaken by the parties. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. (b) Equitable Remedies. The parties agree that it would be impossible or inadequate to measure and calculate the Disclosing Party's damages from any breach of the covenants set forth herein. Accordingly, the parties agree that if in the event of a breach of any of the covenants contained in this Agreement, the affected party will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. The parties further agree that no bond or other security shall be required in obtaining such equitable relief and the parties hereby consent to the issuance of such injunction and to the ordering of specific performance. (c) Legal Expenses. If any action or proceeding is brought for the enforcement of this Agreement, or because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled. 9. Term. This Agreement shall expire two (2) years from the Effective Date, but may be terminated prior to expiration by either party giving thirty (30) days' prior written notice to the other party; provided, however, the obligations to protect the Confidential Information in accordance with this Agreement shall survive for a period of five (5) years from the date of the last disclosure of Confidential Information is made under this Agreement. 10. No Formal Business Obligations. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind, nor shall it constitute, create, give effect to, or otherwise imply an obligation or commitment on the part of either party to submit a proposal to or perform a contract with the other party. Nothing herein shall be construed as providing for the sharing of profits or loss arising out of the efforts of either or both parties. Neither party will be liable to the other for any of the costs associated with the other's efforts in connection with this Agreement. 11. General Provisions. (a) Governing Law. This Agreement will be governed by the laws of the State of California. (b) Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect. (c) Successors and Assigns. This Agreement will be binding upon the successors and/or assigns of the parties. (d) Headings. All headings used herein are intended for reference purposes only and shall not affect the interpretation, or validity of this Agreement. Confidential and Proprietary Information 2 6 HNC/Infoseek Mutual Confidentiality and Non-Disclosure Agreement (e) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of the parties. The parties, by the signatures of their authorized representatives appearing below, acknowledge that they have read and understand each and every term of this Agreement and agree to be bound by its terms and conditions. HNC Software Inc. Infoseek Corporation 5930 Cornerstone Court West 2620 Augustine Drive, Suite 250 San Diego, CA 92121-3728 Santa Clara, CA 95054 By: By: ----------------------------- ----------------------------- Michael A. Thiemann Robin Johnson Executive Vice President CEO Confidential and Proprietary Information 3 7 HNC/Infoseek Mutual Confidentiality and Non-Disclosure Agreement EXHIBIT A SUBJECT MATTER; ADDITIONAL CONFIDENTIAL INFORMATION HNC (which shall be considered the Disclosing Party for purposes of this Exhibit A) may disclose information with respect to the following in connection with this Agreement. The parties agree that any such information disclosed shall be considered Confidential Information for purposes of this Agreement: Any and all information from any and all verbal, electronic, and/or written communications (whether in the form of slides, handouts, letters, memoranda, agreements, facsimile transmissions, meetings, conference and other telephone calls, diskettes, files, tapes, and/or any other mode) with respect to the HNC products known as SelectCast(TM), Convectis(TM), related products, and/or related concepts, proposals, data sources, plans, markets, customers, pricing, schedules, development efforts (including future product functionality and release plans), decision technology and/or models, software (including source code, object code and/or documentation), numerical data processing algorithms, product and software design specifications and/or functionality, and/or ideas. Confidential and Proprietary Information 4 EX-10.36 7 AGREEMENT IN PRINCIPLE W/ HNC 3/21/96 1 EXHIBIT 10.36 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION March 19, 1996 Mr. Robin Johnson, CEO Infoseek Corporation 2620 Augustine Drive, Suite 250 Santa Clara, CA 95054 Dear Mr. Johnson: This shall serve as a letter of intent ("Agreement in Principle") by and between Infoseek Corporation ("Infoseek") and HNC Software Inc. ("HNC") wherein the parties wish to set forth the terms and conditions whereby they propose to establish a cooperation agreement with respect to the use of HNC's proprietary SelectCast(TM) intelligent advertising server product in the Infoseek environment. The parties acknowledge their agreement and understanding that this Agreement in Principle has been prepared to set forth the basic terms and conditions under which the parties propose to enter into a definitive written agreement (the "Definitive Agreement") providing for the parties to jointly cooperate with respect to the development and marketing of a version of SelectCast to be used in the Infoseek environment. In connection therewith, both parties will cooperate with each other and use their respective reasonable best efforts to negotiate, prepare, and execute a Definitive Agreement as soon as reasonably practicable, but no later than April 30, 1996. As such, the parties agree as follows: 1. Development. The parties shall, in good faith, develop an outline of the project to be undertaken hereunder within five (5) days of the Effective Date. 2. Exclusivity. During the term of this Agreement in Principle, Infoseek shall not contract, engage, or otherwise work with, any other parties with respect to the development, use, and/or operation of a system similar and/or competitive with SelectCast. Similarly, HNC shall not, during the term of this Agreement in Principle, contract, engage, or otherwise work with, any other parties with respect to the development, use, and/or operation of a system [ ] SelectCast *[ ]. -------- Page 1 of 5 * CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION 2 3. Compensation. Infoseek shall compensate HNC with respect to HNC's *performance hereunder, at a rate of [ ] of HNC's standard time and materials rates, which are detailed in Exhibit 1 hereto, up to a maximum cumulative *amount of [ ]. A preliminary analysis of the scope of phase 1 of the deliverables indicates that this amount should be sufficient to deliver the phase 1 version of the system. Said maximum cumulative amount may only be increased upon the prior written agreement of Infoseek. HNC shall invoice Infoseek in the manner and at the address indicated in Exhibit 2 hereto. Each party shall be responsible for payment of its own travel expenses with respect to its respective performance hereunder. 4. Public Disclosure; Confidential Information. The parties acknowledge that concurrently with the execution of this Agreement in Principle, they have executed a Mutual Confidentiality and Non-Disclosure Agreement (the "Non-Disclosure Agreement") with respect to the exchange of confidential information pursuant to the undertaking described in this Agreement in Principle. Neither party shall make any public disclosure with respect to the subject matter of this Agreement in Principle without the prior written consent of the other party, such consent shall not be unreasonably withheld. 5. Term and Termination. This Agreement in Principle shall remain in effect until the Definitive Agreement is executed or May 31, 1996, whichever comes first. In any event, this Agreement in Principle may be earlier terminated by either party for any reason upon at least thirty (30) days prior written notice to the other party. In the event of any termination of this Agreement in Principle, Infoseek shall pay HNC for any time and materials expenses accrued and payable to HNC up through the effective date of termination. It is understood that this Agreement in Principle does not contain all matters to be contained in the Definitive Agreement, which the parties shall undertake to negotiate in accordance with this Agreement in Principle. As such, the parties acknowledge that the terms of the Definitive Agreement are not yet agreed, and there are no contractual and/or enforceable terms with respect thereof in existence at the present. Notwithstanding the two preceding sentences of this paragraph, the provisions of sections 2, 3, 4, and 5 of this Agreement in Principle and the provisions of the Non-Disclosure Agreement shall constitute a binding agreement of the parties unless and until such are superseded by the Definitive Agreement. -------- Confidential and Proprietary Information Page 2 of 5 * CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION 3 If the foregoing accurately summarizes our understanding, we request that Infoseek approve this Agreement in Principle and evidence such approval by causing the enclosed copy of this Agreement in Principle to be signed on its behalf, dated and returned to HNC whereupon this Agreement in Principle shall become effective. This Agreement in Principle may be executed in counterparts, all of which together shall constitute one and the same agreement. Sincerely, AGREED: HNC SOFTWARE INC. INFOSEEK By: ------------------------ Michael A. Thiemann Robin Johnson Executive Vice President Chief Executive Officer Date Signed: --------------- "Effective Date" Confidential and Proprietary Information Page 3 of 5 4 EXHIBIT 1 TIME AND MATERIALS RATES The following table reflects HNC standard time and materials hourly rates as well as the time and materials hourly rates to be paid to HNC by Infoseek in accordance with this Agreement in Principle. ------------------------------------------------------------------------------- JOB TITLE HNC STANDARD HOURLY DISCOUNTED HOURLY LABOR LABOR RATE RATE IN ACCORDANCE WITH SECTION 3 OF THIS AGREEMENT IN PRINCIPLE ------------------------------------------------------------------------------- *Corporate Officer [ ] [ ] ------------------------------------------------------------------------------- *Director [ ] [ ] ------------------------------------------------------------------------------- *Manager [ ] [ ] ------------------------------------------------------------------------------- *Senior Staff Scientist [ ] [ ] ------------------------------------------------------------------------------- *Staff Scientist [ ] [ ] ------------------------------------------------------------------------------- *Software Engineer [ ] [ ] ------------------------------------------------------------------------------- *Administrative Support [ ] [ ] ------------------------------------------------------------------------------- TRAVEL-RELATED EXPENSES As indicated in Section 3 of the Agreement in Principle, each party shall be responsible for bearing its own travel-related expenses with respect to its respective performance hereunder. - -------- Confidential and Proprietary Information * CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION Page 4 of 5 5 EXHIBIT 2 PAYMENT TERMS 1. Monthly Invoicing. HNC shall invoice Infoseek on a monthly basis with respect to time and materials charges incurred by HNC during the previous calendar month. Said billings shall be in accordance with the rates set forth in Exhibit 1. Such invoices shall be due and payable net thirty (30) days from date of receipt by Infoseek. Unless otherwise advised in writing by Infoseek, HNC shall direct all such invoices to Infoseek at the following address: Infoseek Attention: ________________________________ Street Address: ___________________________ City/State/Zip: ___________________________ Telephone: (___) __________________________ Fax: (___) ________________________________ 2. Taxes. All payments by Infoseek to HNC under this Agreement in Principle for any fees will be exclusive of any sales, use, service, value added or withholding taxes, or any other levy, tariff, duty or tax of any kind whatsoever imposed by any governmental authority with respect to the services rendered or expenses incurred by HNC hereunder (other than a tax imposed upon HNC's income). Infoseek agrees to pay, within thirty (30) days of receipt of the applicable HNC invoices, any such tax whenever such tax is imposed by a governmental authority. 3. Late Fees. Any payment due to HNC hereunder that remains unpaid for more than thirty (30) days after the date such payment is due to HNC hereunder is subject to a one and one-half (1-1/2%) percent per month late fee. Confidential and Proprietary Information Page 5 of 5 EX-10.42 8 INFOSEEK/NYNEX AGREEMENT 3/29/96 1 EXHIBIT 10.42 * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. INFOSEEK/NYNEX AGREEMENT NYNEX Information Technologies Company ("NYNEX") 35 Village Road, Middleton, MA 01949 TERMS AND CONDITIONS 1. NYNEX is contracting with Infoseek Corporation ("Infoseek") for the display of the NYNEX Big Yellow icon ("Icon") on the command bar of the Infoseek Guide Service or successor service ("Service"), and for the display of an Infoseek Guide icon ("Guide Icon") on the "Explore the Net" page of the NYNEX Interactive Yellow Pages WWW site or successor service ("Big Yellow") for the duration indicated below. 2. For the term of this Agreement Infoseek will: Display the Icon on the command bar of the Infoseek search and results pages of the Service with a link directly to the applicable HTML page located at the applicable Universal Resource Locator ("URLs") for such page on NYNEX's site containing the free Internet service known as Big Yellow. The Icon shall be *displayed on the command bar of the Infoseek search and results pages [] [] on the command bar of the Infoseek search and results pages; Supply NYNEX with an HTML or GIF file of the Guide Icon meeting the specifications set forth in Attachment I. Infoseek grants to NYNEX a worldwide license to use, display, perform, reproduce and distribute the Guide Icon, and such other licenses with respect to the Guide Icon necessary to fulfill the intention of this Agreement for the duration of this Agreement. Infoseek shall retain all right, title and interest in and to the Guide Icon; Track the redirected traffic ("Traffic") to Big Yellow from the Service caused by users "clicking" on the Icon; Provide usage reports to NYNEX as then generally provided by Infoseek to other entities having similar icon display arrangements with Infoseek; Provide the Service to users who "click" on the Guide Icon; and *Not provide any other [] on the Service. An [] means a [] that provides [], *such as Big Yellow or an on-line version of the []. Infoseek may provide on *its Service [] that are [] the same product or service or groups of products *and services that have [], for example, without limitation, [], an on-line *version of the current [] or [], a [] site, or a [] site. *Not provide an [] or [] as defined above, on the command bar of its [] on the Service. In the event of any dispute or controversy over whether a service constituted an Aggregate Shopping Service pursuant to the preceding two paragraphs only, the parties shall first attempt to resolve such dispute by escalating the matter to their respective Presidents. If the Presidents are unable to resolve the dispute within fifteen (15) days of the notice of the dispute by either party, then either party may submit the dispute to binding and final arbitration in accordance with the then current rules of the American Arbitration Association. The arbitral tribunal shall consist of one arbitrator. The placement of arbitration shall be Chicago, Illinois. NYNEX(03/27/96) 1 of 7 - ---------------------------------------- *CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION 2 The parties acknowledge that the provision of information or content in or of *itself shall not constitute an [] or a []. 3. For the term of this Agreement NYNEX will: Display the Guide Icon on the Explore the Net page of Big Yellow with a link directly to the applicable HTML page located at the applicable Universal Resource Locator ("Infoseek URLS") for such page on Infoseek's site containing the Service; Supply Infoseek with an HTML or GIF file of the Icon meeting the specifications set forth in Attachment I. NYNEX grants to Infoseek a worldwide license to use, display, perform, reproduce and distribute the Icon, and such other licenses with respect to the Icon necessary to fulfill the intention of this Agreement for the duration of this Agreement. NYNEX shall retain all right, title and Interest in and to the Icon; Track the redirected traffic ("Guide Traffic") to the Service from Big Yellow caused by users "clicking" on the Guide Icon; Provide usage reports to Infoseek as then generally provided by NYNEX to other entities having similar icon display arrangements with NYNEX; Provide the Big Yellow service to users who "click" on the Icon; and Not provide a link on the Explore the Net page of Big Yellow that is more prominent than the Guide Icon to any service which provides a general search of Web pages or is directly competitive to a then-current significant component of the Service. 4. NYNEX and Infoseek will use reasonable commercial efforts to promptly remedy any misplacement of the Guide Icon or the Icon, respectively, or any malfunctioning of the Links or Guide Links under Its control, and the other party shall fully cooperate with such party to remedy any such placement or malfunctioning. 5. COMPENSATION In consideration of the services provided under this Agreement, NYNEX agrees to pay to Infoseek the following charges: Q2/96 Charge - $600,000 Q3/96 Charge - $800,000 Q4/96 Charge - $1,600,000 Q1/97 Charge - $1,600,000 The payment of such charges will be made to Infoseek on a monthly basis in accordance with the following schedule (payments are made 15 days following the end of each month of the Service): Payment #1 - May 15, 1996 $200,000. Payment #2 - June 14, 1996 $200,000. Payment #3 - July 15, 1996 $200,000. Payment #4 - August 15, 1996 $266,666. Payment #5 - September 16, 1996 $266,666. Payment #6 - October 15, 1996 $266,666. Payment #7 - November 15, 1996 $533,333. Payment #8 - December 16, 1996 $533,333. Payment #9 - January 15, 1997 $533,333. Payment #10 - February 14, 1997 $533,333.
NYNEX(03/27/96) 2 of 7 - ---------------------------------------- *CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION 3 Payment #11 - March 14, 1997 $533,333. Payment #12 - April 15, 1997 $533,333.
Total of above payments for the period from May 1, 1996 though April 30, 1997 equal to $4,600,000. If during any quarter of this Agreement, the traffic level of the Service falls *below a total of [ ] information requests (i.e. search results pages and browse pages delivered) resulting in the display of the Icon ("Information Requests"), then Infoseek will reimburse NYNEX a percentage of the payments made by NYNEX to Infoseek for such quarter equivalent to the *percentage decrease in the traffic level of the Service from [] Information Requests during such quarter (to be measured within 30 days following the end of each quarter). For example, if within 30 days following the end of calendar Q2/96 the Information Requests are measured *at [] for Q2/96 (i.e. a [] from the *[] benchmark), then Infoseek will reimburse to NYNEX *[] of the payments received from NYNEX attributable to Q2/96 [] reimbursement). If during any quarter of this Agreement, the number of displays of the "Explore the Net" page containing the Guide Icon on Big Yellow is equal to or greater *than [] of the number of Information Requests ("Trigger Ratio"), then NYNEX shall have a right to renegotiate the price terms for the duration of this Agreement that the Trigger Ratio continues. If the parties cannot agree on price terms within the thirty day period after the request to renegotiate, NYNEX shall have the right to terminate this Agreement upon immediate written notice. In the event of such termination NYNEX shall pay Infoseek for placement of the Icon for the period through the termination date at the then-current applicable rate under this Section 5. 6. TERM AND TERMINATION. This Agreement shall be effective on the date this Agreement becomes fully executed by the parties ("Effective Date") and shall continue in force for an initial term ending April 30, 1997. This Agreement may be renewed for three (3) consecutive annual renewal terms as follows: at least sixty (60) days prior to the end of the then-current term of this Agreement, Infoseek will offer to NYNEX an option to renew for a subsequent annual renewal *term at a mutually agreed upon, not-to-exceed price of [], respectively, off of Infoseek's then-current retail price for *[]. Thereafter, during the term of this Agreement, Infoseek shall offer NYNEX an option to renew for contiguous annual renewal terms at an agreed upon, not-to-exceed price of Infoseek's then current retail price for the same or similar placement. Payments during any renewal terms shall continue to be payable on a monthly basis. This Agreement will expire unless NYNEX gives Infoseek written notice of its decision to renew at least thirty (30) days prior to the end of the then-current term. Either party may terminate this Agreement if the other party materially breaches its obligations hereunder and such breach remains uncured for thirty (30) days following notice to the breaching party. 7. RESPONSIBILITY FOR ICON AND GUIDE ICON a. NYNEX is solely responsible for any legal liability arising out of or relating to (i) the Icon, and/or (ii) the material served to end users immediately following the end users' "clicking" on the Icon. NYNEX represents and warrants that it holds the necessary rights to permit the use of the Icon, the URLs and the Links by NYNEX for the purpose of this Agreement; and that the permitted use, reproduction, distribution, or transmission of the Icon and the material served to end users immediately following the end users' "clicking" on the Icon or the Links will not violate any criminal or common law, any statutory rights or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity. NYNEX agrees to indemnify Infoseek and to hold Infoseek harmless from and against any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by Infoseek, arising out of or related to NYNEX's breach of any of the foregoing representations and warranties. b. Infoseek is solely responsible for any legal liability arising out of or relating to (i) the Guide Icon, and/or NYNEX(03/27/96) 3 of 7 - -------- - ---------------------------------------- *CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION 4 (ii) the material served to end users immediately following the end users' "clicking" on the Guide Icon. Infoseek represents and warrants that it holds the necessary rights to permit the use of the Guide Icon, the Infoseek URLs and the Guide Links by Infoseek for the purpose of this Agreement; and that the permitted use, reproduction, distribution, or transmission of the Guide Icon and the material served to end users immediately following the end users' "clicking" on the Guide Icon or the Guide Links will not violate any criminal or common law, any statutory rights or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity. Infoseek agrees to indemnify NYNEX and to hold NYNEX harmless from and against any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by NYNEX, arising out of or related to Infoseek's breach of any of the foregoing representations and warranties. c. The commencement dates of the Icon and Guide Icon placements, the URL and Infoseek URL addresses, billing information, and the Icon and Guide Icon specifications are specified in Attachment I. 8. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THAT PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER (EXCEPT FOR ANY COMPENSATION PAYABLE UNDER SECTION 5 AND DAMAGES OR ALLEGED DAMAGES UNDER SECTION 7) WHETHER IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY IS LIMITED TO AND SHALL NOT EXCEED THE TOTAL AMOUNTS PAID UNDER SECTION 5 OF THIS AGREEMENT. 9. FORCE MAJEURE. Neither party will be liable for delay or default in the performance of its obligations under this Agreement (other than for non-payment of royalties) if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, storm, acts of war, riot, government interference, strikes and/or walk-outs, except that the adjustment of NYNEX's payment obligations as provided in the penultimate paragraph of Section 5 shall not be affected by such a force majeure event. 10. CONFIDENTIALITY. All disclosures of proprietary and/or confidential information in connection with this Agreement shall be governed by the terms of the Mutual Confidential Disclosure Agreement entered into by the parties concurrently with this Agreement, a copy of which is attached hereto as Exhibit II. The information contained in reports pursuant to Sections 1 and 5 above and any documentation regarding the calculation of reimbursements shall be deemed Proprietary Information of Infoseek. 11. NO AGENCY. The parties to this Agreement are independent contractors. Neither party is an agent, representative or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party. 12. GOVERNING LAW. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of California without regard to its conflicts of law principles. 13. ASSIGNMENT. Neither party may assign this Agreement by operation of law or otherwise, in whole or in part, other than pursuant to a merger or a transfer of a majority of its assets, without the other party's written consent, which consent shall not be unreasonably withheld or delayed; provided, however, either party may assign this Agreement to an Affiliate or successor without the prior written consent of the other party. "Affiliate" shall mean any entity of which a party owns at least one-third of the equity, or any entity that owns at least one-third of the equity of either party. "Successor" means any entity that has a right to pro- NYNEX(03/27/96) 4 of 7 5 vide Big Yellow or the Service. Any attempt to assign this Agreement in derogation hereof shall be null and void. 14. NOTICES. Any notices required or permitted to be given pursuant to this Agreement shall be in writing, sent via confirmed fax or certified mail, returned receipt requested, or delivered by hand, addressed as hereinabove first set forth or to such other address as may be amended or modified only in writing to the other party, and shall be deemed to have been given when received. 15. AUDIT. a. NYNEX 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 records relating to the calculation of the number of Information Requests as provided in Section 5 for the purpose of verifying the amounts due and payable to NYNEX 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. 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. b. Infoseek shall have the right to retain a U.S. nationally prominent or other mutually agreeable independent auditor to whom NYNEX shall allow reasonable access to NYNEX's books of account and other records relating to the calculation of the number of displays of the "Explore the Net" page containing the Guide Icon on Big Yellow as provided in Section 5 for the purpose of verifying the amounts due and payable to Infoseek under this Agreement. The information disclosed by NYNEX to such auditors in the course of performing such audit will be kept confidential by the auditor. Access to NYNEX's documentation shall be during NYNEX'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 NYNEX relating to the auditor's performance of an audit hereunder. 16. PUBLICITY. Neither party shall issue a press release regarding this Agreement without the prior approval of the other party. If a party does not give notice of the disapproval of the press release within three (3) business days of its receipt of a proposed press release, such failure to respond shall be deemed approval of said press release. 17. ENTIRE AGREEMENT. This Agreement and any and all exhibits and attachments are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications and understandings (both written and oral) regarding such subject matter. This Agreement may be modified, or any rights under it waived, only by a written document executed by both parties. The parties have duly executed this Agreement as of the later of the two (2) dates set forth below. ACCEPTED FOR INFOSEEK CORPORATION ACCEPTED FOR NYNEX INFORMATION TECHNOLOGIES COMPANY By: By: --------------------------- ---------------------------- Authorized Signature Authorized Signature Print Name: Print Name: --------------------- -------------------- Title: Title: --------------------------- ---------------------------- Date: Date: --------------------------- ---------------------------- NYNEX(03/27/96) 5 of 7 6 ATTACHMENT I A. COMMENCEMENT DATES OF ICON AND GUIDE ICON PLACEMENT Commencement Date of Icon Placement: May 1, 1996 unless otherwise agreed upon Commencement Date of Guide Icon Placement: May 1, 1996 unless otherwise agreed upon B. URLS AND GUIDE URLS HTTP/URL Address connected to the Icon (URLs): - -------------------------------------------------------------------------------- HTTP/URL Address connected to the Guide Icon (Guide URLS): http://guide.infoseek.com/NX C. BILLING INFORMATION NYNEX Accounts Payable Contact: -------------------------------------------- NYNEX Accounts Payable Contact Telephone Number: ------------------------- D. SPECIFICATIONS OF ICON AND GUIDE ICON ICON SPECIFICATIONS in gif format on a white or transparent background 30-50 pixels wide 33 pixels high use as few colors as possible (64 or fewer) Icon Specifications may be changed by Infoseek upon reasonable notice from time to time. GUIDE ICON SPECIFICATIONS Guide Icon Specifications may be changed by Infoseek upon reasonable notice from time to time. NYNEX(03/27/96) 6 of 7 7 ATTACHMENT II Mutual Confidential Disclosure Agreement (See attached) NYNEX(03/27/96) 7 of 7 8 MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT This Mutual Confidential Disclosure Agreement ("Confidentiality Agreement") governs the disclosure of information by and between NYNEX INFORMATION TECHNOLOGIES COMPANY ("NYNEX") having a principal place of business at 35 VILLAGE ROAD, MIDDLETON, MASSACHUSETTS 01949 and INFOSEEK CORPORATION ("Infoseek") having a place of business at 2620 AUGUSTINE DRIVE, SANTA CLARA, CALIFORNIA 95054. 1. NYNEX or Infoseek (the "Discloser") may disclose to the other party (the "Recipient") from time to time, ideas, concepts, specifications, research, business, financial, technical, engineering, manufacturing, marketing, sales, customer and other information, either orally, electronically or in physical form. All such above-described information which is provided to the Recipient and is designated as confidential shall be deemed for purposes of this Confidentiality Agreement to be "Confidential Information", unless it: (a) is or becomes publicly known, other than through violation by the Recipient of this Confidentiality Agreement; (b) is already known to the Recipient at the time of the disclosure thereof free of any obligation to keep it confidential; (c) is independently developed by the Recipient; (d) subsequent to disclosure to the Recipient is rightfully made available without restriction to the Recipient by a third party or other source having lawful right to do so; or (e) is approved for release by the Discloser's written authorization; in any of which cases such ideas, concepts, specifications, research, business, financial, technical, engineering, manufacturing, marketing, sales, customer and other information shall not be considered, or shall cease to be considered, Confidential Information, and shall not be, or shall cease to be, subject to the restrictions on use or disclosure contained in this Confidentiality Agreement. (The term NYNEX shall include Affiliates of NYNEX where applicable. "Affiliate" in this context means NYNEX Corporation and any corporation or other business entity which from time to time directly or indirectly controls, is controlled by or is under common control with NYNEX or NYNEX Corporation. The term Infoseek shall include Affiliates of Infoseek where applicable. "Affiliate" in this context means any corporation or other business entity which from time to time directly or indirectly controls, is controlled by or is under common control with Infoseek.) 2. Any Confidential Information shall remain the property of the Discloser, and the Recipient hereby agrees: (i) to hold any Confidential Information in confidence in accordance with the same degree of care as the Recipient normally takes to preserve its own confidential information of a similar nature; (ii) not to use any Confidential Information for any purpose other than in furtherance of the business relationship between NYNEX and Infoseek; and (iii) to disclose Confidential Information to only those agents and employees of the Recipient with a need to know such Confidential Information in connection with the evaluations of such transactions. 3. Notwithstanding the foregoing, it shall not constitute a violation of this Confidentiality Agreement if the Recipient discloses any Confidential Information pursuant to the requirement of any statute, rule, regulation, judgment, order, or other requirement of any government, court administrative department, commission, or other instrumentality (collectively referred to herein as "Governmental Authorities"). The Recipient agrees to request confidential treatment for any Confidential Information so disclosed to any Governmental Authority and to notify the Discloser prior to any such disclosure. 4. Upon the Discloser's written request, the Recipient agrees to return to the Discloser all documents containing Confidential Information furnished by the Discloser, and to destroy all copies hereof in written, graphic or other tangible form (or the portions of such copies containing Confidential Information), except to the extent that retention thereof is required by any Governmental Authority. 1 of 2 9 5. This Confidentiality Agreement does not represent a commitment by either party to enter into or form any future business relationship, nor does it preclude either party from engaging at any time in the same or any business similar to the business in which the other is now engaged, or to refrain from consulting with any third party concerning the subject matter of the Confidentiality Agreement. 6. Neither NYNEX nor Infoseek shall use or disclose this Agreement and will not issue or release for publication any articles or advertising or publicity matter relating to the work performed under this Confidentiality Agreement or mentioning or implying the name of the other, without prior written consent from the other party in each instance. IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement in duplicate as of the date set forth below. NYNEX INFORMATION TECHNOLOGIES COMPANY INFOSEEK CORPORATION By: By: ---------------------------- ------------------------- Authorized Signature Authorized Signature Name: Matthew J. Stover Name: Robert E. L. Johnson -------------------------- ------------------------- Print Print Title: Chairman of the Board Title: CEO & President -------------------------- ------------------------- Date: March 29, 1996 Date: March 29, 1996 -------------------------- ------------------------- 2 of 2