*CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATE WITH THE SECURITIES AND
EXCHANGE COMMISSION.
SOFTWARE LICENSE AGREEMENT
This Agreement, dated as of May 8, 1996 (the "EFFECTIVE DATE")
is entered into by and between HNC SOFTWARE INC. ("HNC'), a corporation
organized under the laws of the state of Delaware, and INFOSEEK CORPORATION
("LICENSEE"), a corporation organized under the laws of California.
WHEREAS; HNC is the developer and owner of a proprietary
software system known as CONVECTIS(TM);
WHEREAS, Licensee wishes to obtain the right to license use
the HNC Software with respect to categorizing documents in conjunction with
Licensee's Internet products; and
WHEREAS, HNC is willing to grant such rights to Licensee on
the terms and conditions set forth in this Agreement;
AGREEMENT
In consideration of the mutual agreements contained herein,
the parties hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings indicated below:
(a) "HNC DOCUMENTATION" shall mean the user's guides or
manuals, published by HNC and supplied with the HNC Software and which are
generally supplied by HNC to licensed end users and shall also include
documentation for customized options delivered to Licensee.
(b) "END-USER" shall mean any subscriber and/or licensee of
Licensee's Internet products, which shall include Licensee.
(c) "HNC SOFTWARE" shall mean the CONVECTIS server application
and the CONVECTIS tuning application, and any licensed options, modifications,
or enhancements thereto, as supplied to Licensee by HNC pursuant to licenses
granted under this Agreement.
(d) "ERROR" shall mean any failure of the HNC Software to
substantially conform to the specifications set forth in Exhibit G.
(e) "LICENSED APPLICATION" shall mean the automatic
categorization of Internet information into groups.
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CONFIDENTIAL AND PROPRIETARY INFORMATION
HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
(f) "CONTEXT VECTORS" shall mean the HNC Software-generated
*mathematical representation of Licensee [] which does not include the []
*or cannot be [] to [] the [].
2. LICENSE.
(a) Subject to the terms and conditions of this Agreement,
during the term of this Agreement, HNC grants to Licensee a, nonexclusive,
nontransferable right and license to:
(i) use, maintain, display, and reproduce (in object
code form only), for the Licensed Application the HNC Software in accordance
with Exhibit A.
* (ii) market, promote and provide [] produced by the
HNC Software to End Users as a part of Licensee's Internet products.
* (iii) provide first-line support for the [] produced
by the HNC Software to End Users.
(iv) Nothing herein entitles Licensee to use, market or
provide any of the HNC Software to any third party except in accordance with
the terms and conditions of this Agreement.
(b) HNC reserves all rights not expressly granted hereunder.
* (c) HNC agrees not to [] the [] to [] Inc. [], Inc.,
*[], Inc., and [], Inc. for the [] for a term of [] from the Effective Date.
* (d) HNC agrees not to provide the benefit of the [], for a
*period of [] after such [] are created, to any of the [] listed in Exhibit J.
*The parties agree that the list in Exhibit J shall be limited to []. HNC agrees
*that Licensee may, at [] intervals, beginning on the Effective Date, amend
*Exhibit J to add and delete [], except that if HNC is already in bona fide []
*with any such added [], then HNC may provide the benefit of the then-current []
*to such [] by providing written documentation of such [] to Licensee and by
*completing a [] with such [] within [] days of such amendment.
3. MARKETING RESPONSIBILITIES.
CONFIDENTIAL AND PROPRIETARY INFORMATION
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
(a) Licensee shall be solely responsible for the marketing,
promotion, and/or distribution of Licensee's products.
(b) Licensee shall indicate use of the HNC Software in those
Licensee marketing materials and product documentation described in Exhibit K.
(c) During the term of this Agreement, Licensee shall include
a graphic with linked URL supplied by HNC in a location mutually agreed upon by
the parties.
4. ACCEPTANCE OF THE HNC SOFTWARE; MODIFICATIONS TO THE HNC SOFTWARE BY
HNC.
(a) HNC shall participate jointly with Licensee in the testing
of the HNC Software in accordance with the installation and testing procedures
set forth in Exhibit D (the "Acceptance Test Procedures"). The Acceptance Test
Procedures shall be designed to determine whether the HNC Software
substantially conforms to the HNC and Licensee mutually agreed upon Requirement
Analysis. Each party will inform the other of each Error as it is discovered by
such party, and HNC will correct each Error as soon as reasonably possible
after it is reported. The process of testing the Error reporting and correction
will continue and be repeated until the HNC Software successfully completes the
Acceptance Test Procedures or until the "Test Completion Deadline" set forth in
Exhibit D is reached, whichever occurs first. Both parties shall act promptly
in testing the HNC Software and in reporting Errors pursuant to this Section 4.
*HNC shall have [ ] days following the Test Completion Deadline to correct any
remaining Errors reported by Licensee on or before such date.
(b) In the event that HNC fails to correct such Errors within
*the [ ] period described in section (a) immediately above, Licensee may, at
its option and as its exclusive remedy, (i) agree in writing with HNC to extend
the time period in which HNC is required to correct such Errors, (ii) agree in
writing with HNC to modify applicable Specifications or Acceptance Test
Procedures, or (iii) terminate this Agreement by giving HNC written notice of
termination within thirty (30) days after the date on which HNC is required to
correct such Errors (as such date may be extended under subparagraph (i)
above). In the event that Licensee elects to terminate this Agreement pursuant
*to subparagraph (iii) immediately above, HNC shall refund to Licensee [ ] the
one-time installation fee referred to in Exhibit A of this Agreement and any
other amounts which shall have been paid by Licensee under this Agreement.
Additionally, all licenses granted to Licensee under this Agreement shall
immediately terminate, and Licensee shall promptly return to HNC all copies in
its possession of the HNC Software, Documentation and other materials received
from HNC under this Agreement, and neither party shall have any further
obligations to the other party except for the confidentiality obligations under
Section 7.
CONFIDENTIAL AND PROPRIETARY INFORMATION
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
(c) Unless rejection of the HNC Software by Infoseek occurs
prior thereto, the HNC Software shall be deemed to have been accepted by
Licensee upon the earlier to occur of (i) the successful completion of the
Acceptance Test Procedures, or (ii) the first date on which Licensee makes the
information provided by the HNC Software available to End Users, excepting in
conjunction with Licensee's use of the HNC Software for testing and acceptance
*purposes, including external beta testing; or (iii) [ ]. At HNC's request at
such time, Licensee shall furnish HNC with a certificate confirming Licensee's
acceptance of the HNC Software.
(d) If Licensee and HNC jointly agree to use HNC resources for
any additional consultation services, then such additional services will be
charged either on a negotiated and mutually agreed upon fixed price basis or on
a time and materials basis according to HNC's then current published rate
schedule.
5. PAYMENTS TO HNC.
(a) Except as otherwise provided in Exhibit A of this
Agreement, all payments due to HNC hereunder shall be due and payable in full
within thirty (30) days of receipt by Licensee of a proper invoice therefor.
All past due payments will accrue interest at a rate of one and one-half
percent (1.5%) per month on the unpaid balance from the due date until paid in
full.
(b) Except as otherwise specified herein, all obligations with
respect to the amounts due either party shall survive any expiration or
termination of this Agreement.
(c) All payments by Licensee to HNC under this Agreement for
any fees due hereunder 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). Licensee 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.
6. SUPPORT AND MAINTENANCE. HNC's responsibility to provide support or
maintenance for the HNC Software is set forth in Exhibit B to this Agreement.
7. PROPRIETARY RIGHTS; CONFIDENTIALITY.
(a) Ownership. Licensee acknowledges and agrees that HNC will
own the sole and exclusive worldwide right, title and interest in and to the
HNC Software, Context Vectors, Enhancements to the HNC Software, the
Documentation and all
CONFIDENTIAL AND PROPRIETARY INFORMATION
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
worldwide intellectual property rights therein and all copies thereof, in whole
and in part, subject only to Licensee's limited license rights to use such HNC
Software and Documentation as permitted by this Agreement.
(b) Notwithstanding any rights granted in Section 2 above, HNC
reserves the right to restrict Licensee's use of HNC's trademarks and/or
tradenames, including, but not limited to, HNC, HNC Software, Content Mining
and/or Convectis, except as expressly permitted in writing by HNC.
Notwithstanding the foregoing, Licensee shall: (i) reference its use of HNC
technology and the HNC Software in copyright and/or other proprietary rights
notices required under this Agreement; and (ii) place HNC's logo with URL link
at a location mutually agreed to by the parties.
(c) The HNC Software contains trade secrets of HNC and to
protect them Licensee agrees that Licensee will not decompile, reverse engineer,
disassemble or otherwise reduce the HNC Software to a human perceivable form or
permit any other party to do so. Licensee may not modify, adapt, translate,
rent, lease, sell, sublicense, loan, resell for profit, distribute, time-share
or create any derivative works based upon, the HNC Software or any portion
thereof or permit any other party to do so. HNC agrees that HNC will not
decompile, reverse engineer, disassemble or otherwise reduce the Context Vectors
to a form permitting access to the underlying text or permit any other party to
do so.
(d) Confidentiality. Licensee and HNC each agree that neither
will, at any time during or after the tenn of this Agreement, disclose or
disseminate to any other person or entity, or use except as permitted by this
Agreement, any information regarding the business, data, processes, technology,
software or products of the other party obtained during the course of
performance under this Agreement (the "CONFIDENTIAL INFORMATION"). The
Confidential Information of HNC will include, but not be limited to, the HNC
Software, the Documentation and any related materials. The Confidential
Information for Licensee will include, but not be limited to information about
its business plans, its directory data, its Internet business, and any other
non-public data provided by Licensee to HNC. Each party will use its best
efforts to ensure that any Confidential Information obtained from the other
party will be disclosed only to the receiving party's employees and agents and
only on a "need-to-know" basis, and that such employees and agents will be bound
by an obligation to maintain the confidentiality of the Confidential Information
similar to the obligations of HNC and Licensee under this Section. Nothing
contained herein will be construed to restrict or impair in any way the right of
the parties to disclose or communicate any information which (i) is at the time
of its disclosure hereunder generally available to the public; (ii) becomes
generally available to the public through no fault of the receiving party; (iii)
is, prior to its initial disclosure hereunder, in the possession of the
receiving party as evidenced in a documentary form; (iv) is independently
developed by a party without use of or reference to any of the other party's
Confidential Information; or (v) is acquired by the receiving party from any
third party having a right to disclose it to the receiving party; provided
however, that either party may disclose the terms and conditions of this
Agreement
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CONFIDENTIAL AND PROPRIETARY INFORMATION
5
HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
to supervisory or regulatory authorities, their counsel and accountants or
otherwise, if legally required.
(e) Remedies: Survival. HNC and INFOSEEK agree that in the
event that either party breaches any of the provisions contained in this Section
7, then, notwithstanding the provisions of Section l3(k), the nonbreaching party
shall be authorized and entitled to seek from any court of competent
jurisdiction (i) a temporary restraining order, (ii) preliminary and permanent
injunctive relief; and (iii) an equitable accounting for all profits or benefits
arising out of such breach. Such rights or remedies shall be cumulative and in
addition to any other rights or remedies to which the non-breaching party may be
entitled. The provisions of this Section 7 shall continue in effect following
termination of this Agreement and expiration or termination of the Term.
(f) Public Disclosure. HNC and Licensee shall cooperate in the
preparation of one or more joint press releases with respect to the subject
matter of this Agreement. However, no such release shall be issued without the
written consent of both parties. Such consents shall not be unreasonably
withheld or delayed.
(g) Confidentiality of Agreement. The terms and conditions of
this Agreement are and shall remain and be kept completely confidential by the
parties and their employees and agents and shall not be disclosed to any third
party without the prior written consent of the other party; provided however,
that either party may disclose the terms and conditions of this Agreement to (i)
potential acquirers or financial investors, or (ii) to their legal counsel and
accountants, and to governmental agencies or authorities (including but not
limited to the Securities and Exchange Commission) or otherwise if such party
believes such disclosure is legally required. If a party needs to disclose the
terms of this Agreement for financial investment purposes or is legally required
to disclose the terms of this Agreement to any governmental agency or authority,
it will promptly advise the other party and attempt to limit disclosure and seek
confidential treatment of such disclosed information.
8. LIMITED WARRANTIES OF HNC.
(a) HNC represents and warrants to Licensee that: (i) HNC is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware; (ii) HNC has the corporate power and authority to
enter into this Agreement and perform all of its obligations hereunder; and
(iii) HNC is the sole and exclusive owner of and/or has all necessary rights to
all intellectual property rights in and to the HNC Software; HNC has all legal
right and authority to grant and convey to Licensee the rights and licenses
contained in this Agreement without violation or conflict with any law; there is
no action, suit, claim, arbitration, or other proceeding pending or threatened
which questions this Agreement or HNC's ownership of the HNC Software or any
intellectual property rights therein; the HNC Software does not infringe upon
any proprietary right or intellectual property rights of any third party.
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CONFIDENTIAL AND PROPRIETARY INFORMATION
6
HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
(b) Conformity to Specifications. HNC hereby warrants that the
HNC Software will conform in all material respects to the specifications
described in Exhibit G hereto and will function in accordance with such
specifications in all material respects during the term of this Agreement. In
the event that Licensee discovers a material malfunction in the HNC Software (a
"Program Error"), HNC agrees to use its best efforts to correct, cure, replace
or otherwise remedy, at HNC's option, such Program Error at HNC's sole expense
in accordance with the procedures specified in Exhibit L. Licensee agrees to
cooperate and work closely with HNC in a prompt and reasonable manner in
connection with HNC's correction efforts. Licensee's sole remedy for any breach
of warranty under this Section will be to have HNC use its reasonable best
efforts to cure such breach as provided herein.
(c) WARRANTY DISCLAIMER. EXCEPT FOR THE FOREGOING EXPRESS
WARRANTIES SET FORTH IN THIS SECTION, HNC MAKES NO OTHER WARRANTIES, EITHER
EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND HEREBY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING ANY WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR
PURPOSE OR CORRESPONDENCE WITH DESCRIPTION.
9. INFRINGEMENT OF THIRD PARTY RIGHTS.
(a) Indemnification. HNC will indemnify Licensee against, and
hold Licensee harmless from, any liability, cost, loss, or expense arising out
of any claim, demand, or action alleging that the HNC Software or any portion
thereof as furnished under this Agreement and used within the scope of the
licenses granted to Licensee hereunder infringes any third-party rights in a
trade secret, a copyright, patent, or trademark; provided that: (i) Licensee
promptly gives written notice of the claim, demand, or action to HNC; (ii)
Licensee gives prompt, reasonable assistance to HNC at HNC's expense in
connection with the defense and/or settlement of such claim, demand or action;
and (iii) HNC directs, controls, and fully participates in the defense of or any
settlement of such claims, demand or action.
(b) Exceptions. Notwithstanding the foregoing, HNC's indemnity
obligations under Section 9(a) above will not apply, when the alleged
infringement would not have occurred but for said modifications or combinations
to any claim, demand or action to the extent arising from: (i) modifications
made to the HNC Software that were not authorized by HNC; or (ii) the
combination of the HNC Software with any products not provided by HNC.
(c) Injunctions. In the event that Licensee's use of the HNC
Software or portion thereof in accordance with this Agreement is enjoined in an
action as described in Section 9(a) above, or HNC reasonably believes that it
will be so enjoined, then HNC will use its best efforts to promptly, at its sole
option and expense: (i) procure for Licensee the right to continue using the HNC
Software or portion thereof; (ii) replace the same with non- infringing software
of equivalent functions and efficiency.
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CONFIDENTIAL AND PROPRIETARY INFORMATION
7
HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
(d) Sole and Exclusive Remedy. The remedies specified in this
Section 9 will be Licensee's sole and exclusive remedies in connection with any
alleged or actual infringement or misappropriation of any intellectual property
rights by the HNC Software or the Documentation. "HNC" Software as used in this
Section 9 shall include the Documentation.
10. LIMITS ON LIABILITY.
(a) Limited Liability. IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF BUSINESS OR FOR INDIRECT,
INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES SUFFERED BY
LICENSEE, IT'S CUSTOMERS OR OTHERS ARISING OUT OF OR RELATED TO THIS AGREEMENT,
THE HNC SOFTWARE, THE DOCUMENTATION OR ANY OTHER HNC PRODUCTS OR SERVICES, FOR
ALL CAUSES OF ACTION OF ANY KIND (INCLUDING BUT NOT LIMITED TO TORT, CONTRACT,
NEGLIGENCE, STRICT PRODUCT LIABILITY AND BREACH OF WARRANTY) EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Limit on Maximum Liability. EXCEPT FOR HNC'S OBLIGATIONS
PURSUANT TO SECTION 9, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL IN
NO EVENT EXCEED THE TOTAL DOLLARS PAID BY LICENSEE TO HNC UNDER THIS AGREEMENT
(EXCLUSIVE OF INSTALLATION FEES AND REIMBURSED EXPENSES) FOR THE FIRST TWELVE
(12) MONTHS DURING WHICH ANNUAL LICENSE FEES ARE DUE AND PAYABLE TO HNC
HEREUNDER.
11. SOURCE CODE ESCROW.
11.1 Escrow Agreement. HNC, Data Securities International,
Inc. ("DSI") (or another escrow agent mutually agreeable to INFOSEEK and HNC)
and INFOSEEK shall enter into a Technology Escrow Agreement in substantially the
form attached hereto as Exhibit D (the "ESCROW AGREEMENTS") which sets forth the
conditions under which Source Code (as defined below) for the applicable HNC
Software will be released to INFOSEEK in the event of a Triggering Event as
defined below. If the Source Code is released to INFOSEEK in accordance with the
terms of this Section 11 and the terms of the Escrow Agreement, INFOSEEK agrees
that it may use the Source Code solely for the purpose of enabling INFOSEEK to
itself internally support and maintain its Licensed Use of the HNC Software
during the Term in accordance with the terms and conditions of this Agreement.
As used in this Section 11, the term "SOURCE CODE" means, collectively, source
code deposited on computer magnetic media, test programs and program
specifications, compiler and assembler descriptions, descriptions and locations
of third-party computer programs required to use or support the HNC Software,
and technical documentation that HNC uses to maintain or support the HNC
Software, to the extent such exists at the time of the deposit
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8
HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
of the Source Code into the deposit account pursuant to the Escrow Agreement or
in the month prior to such deposit. Within thirty-five (35) days after the
Acceptance Date of each Version of the HNC Software that INFOSEEK elects to
install on the Designated System, HNC shall deposit one (1) copy of the Source
Code for such Version of the HNC Software into a deposit account with DSI
pursuant to the Escrow Agreement. Receipt of the Source Code by INFOSEEK under
the terms of the Escrow Agreement shall not by itself terminate this Agreement.
If INFOSEEK receives the Source Code for HNC Software under the terms of the
Escrow Agreement, such Source Code shall be subject to all terms of ownership,
use, access, disclosure, payment to HNC and termination specified in this
Agreement. HNC agrees to update escrow deposits from time to time by promptly
placing all upgrades, enhancements, and New Versions of the HNC Software in
escrow with DSI. INFOSEEK shall pay all expenses charged by DSI to establish and
maintain the escrow arrangement. In the event of any conflict between this
Agreement and the Escrow Agreement, this Agreement shall control.
11.2 Triggering Event Defined. As used herein, "TRIGGERING
EVENT" means and includes the following:
11.2.1 Action by HNC under any state corporation or
similar law for the purposes of dissolution;
11.2.2 Action by HNC under any state insolvency or
similar law for the purpose of its bankruptcy or liquidation;
11.2.3 A voluntary filing by HNC of a petition for
relief under Chapter 7 or Chapter 11 of the United States Bankruptcy Code.
11.2.4 The filing of an involuntary petition in
bankruptcy against HNC that is not dismissed within sixty (60) calendar days
after its filing;
11.2.5 The occurrence of a material breach by HNC of
its obligations under Section 6 hereof to provide support and maintenance of
*the applicable HNC Software, which material breach is not cured by HNC within
[ ] after HNC's actual receipt of notice of such material breach from INFOSEEK.
12. TERM AND TERMINATION.
CONFIDENTIAL AND PROPRIETARY INFORMATION
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
(a) The Initial Term of this Agreement shall commence on the
Effective Date and shall continue for a period ending five (5) years after the
date of acceptance of the HNC Software unless earlier terminated in accordance
with this Agreement. At the completion of the Initial Term, this Agreement will
*automatically be renewed for one or more subsequent Renewal Terms of [] unless
*and until either party, upon at [] prior to the end of the Initial Term or any
Renewal Term, notifies the other party in writing of its intent, to allow this
Agreement to expire at the end of such Initial Term or Renewal Term (as
applicable).
(b) Either party to this Agreement may, upon written notice to
the other, terminate this Agreement if the other party materially defaults in
the performance of any of its duties or obligations hereunder, provided that
such default is not curable or, if curable, shall not have been substantially
cured within ninety (90) days after written notice is given of such default.
(c) 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 to exercise its rights under this
Agreement.
(d) In the event of the expiration or termination of this
Agreement, Licensee shall certify to HNC that it has ceased use of the HNC
Software, shall return to HNC all online copies of the HNC Software and copies
of HNC User Documentation, and all proprietary and confidential information
relating to the HNC Software, in Licensee's possession, and shall erase or
destroy as soon as is commercially reasonable and practicable all other copies
of the HNC Software and other proprietary and confidential information relating
to HNC Software previously stored offline by Licensee. The obligation of each
party pursuant to Sections 5, 7, 8, 9, 10, and 13 shall survive expiration or
termination of this Agreement for any reason.
13. MISCELLANEOUS.
CONFIDENTIAL AND PROPRIETARY INFORMATION
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
(a) Disclaimer of Partnership and Agency. HNC and
Licensee are independent contractors and will have no power, nor will either of
the parties represent that it is has any power, to bind the other party or to
assume or to create any obligation or responsibility, express or implied, on
behalf of the other party or in the other party's name. This Agreement will not
be construed as constituting HNC and Licensee partners, joint venturers or
agents or to create any other form of legal association that would impose
liability upon one party for the act or failure to act of the other party.
(b) Counterparts. This Agreement may be executed in
counterparts, which taken together shall constitute one single Agreement between
the parties.
(c) Section Headings: Exhibits. The section and subsection
headings used herein are for reference and convenience only, and will not enter
into the interpretation hereof. The Exhibits referred to herein and attached,
and to be attached hereto, are incorporated in this Agreement to the same extent
as if set forth in full herein.
(d) No Waiver. No delay or omission by either party hereto to
exercise any right or power occurring upon any non-compliance or default by the
other party with respect to any of the terms of this Agreement will impair any
such right or power or be construed to be a waiver thereof. A waiver by either
of the parties hereto of any of the covenants, conditions, or agreements to be
performed by the other will not be construed to be a waiver of any succeeding
breach thereof or of any covenant, condition, or agreement herein contained. No
waiver of any rights of a party under this Agreement will be effective unless
such waiver is set forth in a writing signed by such party.
(e) Severability. Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
unlawful, prohibited by or invalid under applicable law, then such provision
will be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or any of the remaining
provisions of this Agreement.
(f) Governing Law. This Agreement will be governed by and
construed in accordance with the internal laws of the State of California
applicable to agreements made in California by California residents.
(g) Entire Agreement. This Agreement and the Exhibits hereto
constitute the entire agreement and understanding between the parties regarding
the subject matter hereof, and supersede all prior agreements, understandings,
documents and statements regarding such subject matter, and there are no
understandings or agreements relative hereto other than those which are
expressed herein. No amendment or modification of this Agreement will be
effective unless it is in writing and is executed by both HNC and Licensee. This
Agreement is separate from and independent of all other agreements between the
parties.
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
(h) Notices. Under this Agreement, if one party is required to
give notice to the other, such notices shall be deemed given when personally
delivered or three (3) business days after being mailed by U.S. certified mail,
first class, postage prepaid, and addressed as follows (or to such other address
for notice as a party may subsequently notify the other in accordance with the
provisions of this Section):
IF TO HNC: IF TO LICENSEE:
HNC Software Inc. Infoseek Corporation
5930 Cornerstone Court West 2620 Augustine Dr. #250
San Diego CA 92121-3728 Santa Clara, CA 95054
Attention: Executive Vice President Attention: CEO
(i) No Assignment. Neither party shall, without the prior
written consent of the other party, assign or transfer this Agreement, and any
attempt to do so without first obtaining such written consent will be void and
of no force and effect. Notwithstanding the foregoing, (i) either party may
assign this Agreement by merger, reorganization, consolidation, formation of a
subsidiary, or sale of all or substantially all its assets, provided however
that neither party may assign or transfer this Agreement to any direct or
indirect competitor of the other party.
(j) Excused Performance. Notwithstanding anything to the
contrary herein, neither party shall be deemed to be in default of any provision
of this Agreement or be liable to the other party or to any third party for any
delay, error, failure in performance or interruption of performance due to any
act of God, war, insurrection, riot, boycott, strikes, interruption of power
service, interruption of communications service, labor or civil disturbance,
acts of any other person not under the control of either party or other similar
causes, the occurrence of which are (i) not reasonably foreseeable by a party
other than by virtue of the fact that similar things have happened in the past
from time to time, and (ii) beyond the reasonable control of that party.
Licensee and HNC shall each use its best efforts to remedy its delay, error,
failure to perform, or incomplete performance in a manner which is fair and
equitable to both parties. The delayed party shall give the other party
reasonable written notification of any material or indefinite delay due to such
causes. This Agreement shall be deemed to have been amended to extend the term
of this Agreement by the period of time attributable to the excusable delay.
(k) Informal Dispute Resolution. Any controversy or claim
between INFOSEEK and HNC, arising from or in connection with this Agreement or
the relationship of the parties under this Agreement, whether based on contract,
tort, common law, equity, statute, regulation, order or otherwise, other than a
dispute regarding ownership of software, documentation or Intellectual Property
rights (a "DISPUTE"), shall be resolved as follows:
(i) First, upon written request of either INFOSEEK or
HNC, the parties will each appoint a designated representative whose task it
will be to meet for the purpose of endeavoring to resolve such Dispute. The
designated representatives shall be
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12
HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
senior level managers of each party with the authority to make decisions and/or
commitments on behalf of the respective party to resolve the Dispute.
(ii) The designated representatives shall meet as often
as the parties reasonably deem necessary to discuss the problem in an effort to
resolve the Dispute without the necessity of any formal proceeding.
(iii) Unless delay would impair a party's rights under
applicable statutes of limitations, formal proceedings for the resolution of a
Dispute may not be commenced until the earlier of:
(a) the designated representatives concluding
in good faith that amicable resolution through continued negotiation of the
matter does not appear likely; or
(b) the expiration of the thirty (30) day
period immediately following the initial request to negotiate the Dispute;
provided, however, that this Section 19.1 will not be construed to prevent a
party from instituting formal proceedings earlier to avoid the expiration of any
applicable limitations period, to preserve a superior position with respect to
other creditors, or to seek temporary or preliminary injunctive relief from a
court pursuant to Article 11.
(iv) Temporary Restraining Order. Nothing in Section
13(k) shall be construed to prevent any party from seeking from a court a
temporary restraining order or other temporary or preliminary relief pending
final resolution of a Dispute pursuant to Section 13(k).
(v) Other Dispute Resolution. If the parties fail to
resolve any dispute under Section 13(k), then they may pursue any other
available remedies.
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13
HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
IN WITNESS WHEREOF, HNC and Licensee have caused this
Agreement to be signed in duplicate and delivered by their duly authorized
officers as of the Effective Date.
HNC SOFTWARE INC.
a Delaware corporation
By:
---------------------------------
Michael A. Thiemann
Executive Vice President
INFOSEEK CORPORATION
a California corporation
By:
---------------------------------
Andrew Newton
Vice President and General Counsel
LIST OF EXHIBITS
Exhibit A Fees and Expenses
Exhibit B Support and Maintenance Terms
Exhibit C Delivery Schedule
Exhibit D Acceptance Test Procedures
Exhibit E Standard Hardware and Software Configuration
Exhibit F Installation Services
Exhibit G Product Deliverables
Exhibit H HNC Software Enhancements
Exhibit I Escrow Agreement
*Exhibit J Licensee []
Exhibit K Licensee Materials
Exhibit L Material Malfunction Correction Procedures
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EXHIBIT A
FEES AND EXPENSES
1. Installation Fee. Upon execution of this Agreement, Licensee shall remit to
HNC a non-refundable (except as provided in Section 4(b)(iii) of the Agreement)
*Installation Fee in the fixed sum of [].
2. License Fee. Licensee agrees to pay license fees to HNC as described in the
table below:
----------------------------------------------------------------------------------------------------
DESCRIPTION OF LICENSE FEE LICENSE FEE AMOUNT DUE AND PAYABLE
----------------------------------------------------------------------------------------------------
*Annual CONVECTIS license [] First year upon acceptance of the HNC
software; subsequent years due in
accordance with Section 5 of the
Agreement.
----------------------------------------------------------------------------------------------------
*Additional CONVECTIS tuning [] First year due acceptance of the HNC
workstation license software; subsequent years due in
accordance with Section 5 of the
Agreement.
- ----------------------------------------------------------------------------------------------------
includes [] CONVECTIS tuning []
The license fees set forth above are not refundable, except as set forth in
Section 4(b)(iii) of this Agreement.
3. Maintenance Fee. Licensee agrees to pay maintenance fees to HNC as described
in the table below:
--------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF LICENSE FEE LICENSE FEE AMOUNT DUE AND PAYABLE
--------------------------------------------------------------------------------------------------------------------------
*Annual CONVECTIS maintenance [] First year due acceptance of the HNC
software; subsequent years due in
accordance with Section 5 of the
Agreement.
--------------------------------------------------------------------------------------------------------------------------
*Additional CONVECTIS tuning [] First year due upon acceptance of the
workstation maintenance HNC software; subsequent years due in
accordance with Section 5 of the
Agreement.
--------------------------------------------------------------------------------------------------------------------------
*includes [] CONVECTIS tuning []
The maintenance fees as set forth above are not refundable except as set forth
in Section 9(c) of this Agreement.
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4. Travel-related Expenses. The Installation, License, and Maintenance
fees set forth above are exclusive of any travel-related expenses incurred by
HNC with respect to this Agreement. Accordingly, any travel related expenses
HNC incurs hereunder 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 Licensee within thirty (30) days of Licensee's receipt of
HNC's invoice therefor at the following rates, subject to increase as provided
in Section 5 of this Exhibit A:
Hotel (per day maximum) Infoseek's then current employee per diem rates
Meals (per day maximum) Infoseek's then current employee per diem rates
Automobile (full or Infoseek's then current employee per diem rates
luxury size)
Business Airfare HNC's Actual Cost
Courier Costs HNC's Actual Cost
Out-of-Pocket Expenses Infoseek's then current employee per diem rates
Automobile mileage Infoseek's then current employee per diem rates
(if personal car)
5. Consumer Price Index Adjustments. All fees, prices, labor rates and expense
*reimbursement rates set forth in [] will be reviewed upon each anniversary of
the Effective Date, including each year during any renewal of this Agreement.
This review will commence on the first day of the anniversary month of the
contract 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 []. No decrease in any fee, price, labor
rate or expense reimbursement rate will be made under this Section 5.
6. HNC agrees to perform the HNC Software Enhancements, as described in Exhibit
K, at HNC's then current published standard commercial rates or other rates as
mutually agreed upon.
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*7. For the purposes of this Agreement, [] may include [].
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EXHIBIT B
SUPPORT AND MAINTENANCE TERMS
HNC shall provide the following support and maintenance activities to Licensee
during the period in which Licensee has paid HNC the Annual CONVECTIS License
and Maintenance Fees as specified in Exhibit A. All travel-related expenses
calculated pursuant to Exhibit A associated with performance of these
maintenance activities shall be in addition to the Annual CONVECTIS License and
Maintenance Fee as specified in Exhibit A.
Integration Support
*Beginning on April 2, HNC shall provide Licensee with up to [ ] of Integration
Support
HNC Software Upgrades and Corrections
HNC shall provide the following to Licensee with respect to HNC Software
upgrades and corrections:
*- At least [ ] of CONVECTIS per year.
*- At least [ ] of the CONVECTIS tuning workstation per year.
*- At least [ ] for [ ] per year.
For purposes of this section, the first "year" of this Agreement shall be
defined as beginning on the acceptance date of the HNC Software and ending
twelve (12) months therefrom. Subsequent years shall begin on the anniversary
of such acceptance date and extend twelve (12) months therefrom.
First-line Technical Support
HNC shall provide first-line technical support to Licensee only (not End Users)
with respect to the HNC Software and related deliverables.
On-Site Consulting
If required, HNC shall provide Licensee with on-site consulting in accordance
with the terms of Section 4(d) of the Agreement. The support shall include
telephone and bug fixes as outlined in Exhibit L.
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EXHIBIT C
DELIVERY SCHEDULE
Deliverables from HNC
HNC shall deliver to Licensee one (1) copy of the HNC Software specifications
upon execution of this Agreement.
HNC shall deliver one (1) copy of the HNC Software (in object code form) and
*the Documentation within [ ] of execution of this Agreement.
HNC shall further deliver one (1) copy of the HNC Software Enhancements
described in Exhibit K, according to the Enhancement Schedule described in such
Exhibit.
Deliverables from Licensee
Licensee shall deliver the following to HNC:
1. Within five (5) days of the Effective Date, Licensee shall deliver
sufficient data for adequate training of stem context vectors. The sufficiency
of such data shall be jointly discussed and determined by the parties prior to
delivery.
2. Within thirty (30) of the Effective Date, and at quarterly intervals
thereafter during the term of this Agreement, Licensee shall deliver to HNC the
*[ ] as developed by the HNC Software.
Licensee and its suppliers shall retain ownership and marketing rights to all
Licensee-owned software and source information (the "Licensee Data") provided
*to HNC for [ ]. All Licensee Data delivered hereunder shall be deemed
Confidential Information of Licensee. HNC's use of such Licensee Data shall be
limited to internal use by HNC in support of HNC's performance hereunder. HNC
shall return to Licensee any Confidential Information of Licensee immediately
upon request by Licensee.
Joint Deliverables
The parties shall jointly undertake, within thirty (30) days of the execution
of this Agreement, to develop a mutually agreeable list detailing an initial
set of operational modifications to be delivered to Licensee in accordance with
this Agreement.
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
EXHIBIT D
ACCEPTANCE TEST PROCEDURES
This exhibit defines the testing approach to be used for each acceptance test.
For convenience, each acceptance test is repeated. Acceptance tests shall be
performed with Standard Hardware and Software Configuration (the "System")
specified in Exhibit E, or better.
SOFTWARE INSTALLATION TEST PROCEDURES
1. Connectivity. The HNC Software shall allow automated data processing
hardware. This requirement will allow for the passing of electronic information
from existing equipment to the HNC Software.
Connectivity Test Approach. This requirement shall be demonstrated and tested
by inspection. For the throughput requirement to be demonstrated, this
requirement, by definition, will be satisfied.
*2. Throughput. The HNC Software shall support a throughput of no less than [ ]
*being indexed in [ ] elapsed time. This throughput requirement translates
*into [ ] or approximately [ ] and is expected to be sustained
*for at least [ ].
Throughput Test Approach. This requirement shall be demonstrated in an
operation environment at the Licensee's facility. Time shall be measured by
modification to the HNC Software to make calls to the UNIX system clock. This
clock has precision at the millisecond level. The code modifications are open
for inspection by Licensee's technical personnel and shall be made in such a
way that the timer is started when a document is presented to the HNC Software
and shall be stopped when the document and index term(s) are returned to the
Licensee's equipment. Communication time between the Licensee's equipment at
the HNC Software shall not be included in this measurement. Modification to the
HNC Software shall accumulate total times for sets of documents processed and
*shall also compute mean document processing time. A [ ] of [ ] equates to [ ]
*or [ ] or [ ] of System and user time per document. So, if the mean System
*time to process a document, as measured by no less than [ ] is [ ] or less,
*this requirement shall be deemed satisfied. Test shall include no more than [ ]
*and no more than [ ].
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
*per [ ]. Average [ ] shall not exceed [ ] of the [ ] training set [ ]
size.
SOFTWARE VALIDATION TEST PROCEDURES
1. Tunability. The HNC Software system shall allow incorporation of human
judgment into the indexing process. This judgment shall be incorporated by
allowing the human to select documents that the HNC Software indexed
incorrectly and to use these documents as the basis of a modified set of
decision criteria. This tunability shall be provided through the use of a
GUI-based tool.
Tunability Test Approach. To accomplish this test, a performance baseline
derived from the index term initial conditions shall be established on the
training set described in Section 4. The training set of documents shall be
indexed by the HNC and indexing results shall be reviewed by the human using
the tuning tool. Errors in assignment of indexing terms shall be noted with the
tool and the adjustment of the indexing concepts shall be performed. When the
adjustment process is complete, the same set of documents shall be re-indexed
by the HNC Software and indexing correctness established. If the indexing
*performance of the HNC Software subsequent to the tuning is improved by [ ]
over the pre-tuning performance, this requirement shall be deemed satisfied.
*2. Accuracy. The HNC Software shall provide an [ ] of [ ] or better based upon
*[ ] examples provided to the system. This [ ] shall be calculated by
*determining the [ ] for each [ ] (as defined below), [ ] each [ ] by the [ ] of
*Infoseek Guide documents with that [ ] (and its [ ]) to the [ ] of Infoseek
*Guide documents with the [ ] (and their [ ]), and [ ] the resulting [ ] to [ ]
*the [ ].
Accuracy Test Approach. To perform this testing, a training set and a test set
of example indexing behavior shall be assembled by Licensee. This data shall
consist of two (2) sets of documents and their associated index terms as
*assigned by a human indexer. At least [ ] shall be identified by [ ] from
*the Infoseek Guide and choosing the [ ] associated with that document until at
*least [ ] are selected from each Infoseek Guide [ ]. Infoseek and HNC shall
*make a good-faith effort to [ ] with at least [ ] well-chosen [ ] and [ ]
*well-chosen [ ] examples. The training set shall consist of sufficient
documents to provide the needed number of judgments. The testing set shall
*consist of at least [ ] judged documents [ ]. The exact number of documents to
*be used will be determined by [ ] and will be based upon the specific [ ] and
corpus chosen by Licensee. The test set may, at Licensee's option, be kept
CONFIDENTIAL AND PROPRIETARY INFORMATION
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
secret from HNC until testing. To perform the test, the test set of documents
shall be indexed by the HNC Software in its operational mode and index term
assignments shall be compared to those assigned by the human and the weighted
*precision shall be computed. If the precision is equal to or greater than [ ],
this requirement shall be deemed satisfied.
Completion Deadline
The parties shall schedule acceptance test procedures such that all such
*procedures are completed not later than [ ], 1996 (the "Test Completion
Deadline").
CONFIDENTIAL AND PROPRIETARY INFORMATION
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
EXHIBIT E
STANDARD HARDWARE AND SOFTWARE CONFIGURATION
This exhibit defines HNC's standard minimum hardware and software configuration
for the HNC Software. All installation pricing provided in Exhibit A of this
Agreement is based on the use of the standard hardware and software
configuration given below. Deviation from the standard configuration will be
priced by HNC on a per installation basis.
1. Hardware Configuration for CONVECTIS Tuning Tool
*- [ ] with [ ]
*- [ ] of [ ]
*- [ ] or more [ ] of [ ]
*- Access (local or via network) to a 4mm or 8mm magnetic tape drive
2. Software Configuration for CONVECTIS Tuning Tool
*- [ ] or later or [ ] or later
- X-11R5 or later
- Motif 1.2.4 or later
3. Hardware Configuration for All Other Supplied Sofware Components
*- [ ] with [ ]
*- [ ] of [ ]
*- [ ] or more [ ] of [ ]
- Access (local or via network) to a 4mm or 8mm magnetic tape drive
4. Software Configuration for All other HNC Software Components
*- [ ] or later or [ ] or later
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EXHIBIT F
INSTALLATION SERVICES
This Exhibit defines the installation services to be provided to Licensee by
HNC. The fee for these services is described in Exhibit A of this Agreement. The
services described in this Exhibit constitute the total set of services provided
for each installation regardless of the number of HNC Software Components
installed.
HNC shall provide at least one individual to participate in an
installation requirements meeting. The purpose of this meeting is to
discuss and agree on the requirements (hardware, software, and
processing throughput) needed for the installation. Should the agreed
upon installation requirements not conform to HNC's standard
configuration as stated in Exhibit E, then HNC will generate a price
for the installation following this meeting. This meeting will also
discuss the need for training of word context vectors and the
associated training corpus. Participation in this meeting may be either
in person or telephonic at the Licensee's request. All travel expenses
incurred by HNC in association with this meeting will be paid by
Licensee.
1. HNC shall modify, if necessary, the HNC Software Components to be
installed so as to conform with the agreed upon installation
requirements.
2. HNC shall deliver one copy of the HNC Software Components to be
installed on either 4mm or 8mm magnetic tape.
HNC shall provide telephone support as needed by the Licensee to aid in the
completion of the acceptance test procedures.
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
EXHIBIT G
PRODUCT DELIVERABLES
The items below enumerate the HNC Software deliverables. This tool set
consists of two main components:
- CONVECTIS ONLINE SERVER AND DOCUMENTATION. The server will be delivered
* as a [ ]
- CONVECTIS TUNING TOOL AND DOCUMENTATION. The tuning tool will be
* delivered as [ ].
The specific set of deliverables for this effort are the following items:
1. CONVECTIS SYSTEM SOFTWARE AND SUPPORT FILES.
All binary executable images and support files required for the operation of
the CONVECTIS system shall be supplied. This set of software will be capable of
*performing the indexing operation and index concept tuning given a [ ]
supplied by HNC. The CONVECTIS system will be installed at the License site and
integrated with Licensee information processing resources.
*2. [ ] TRAINING
*For the CONVECTIS system to operate, it requires a set of trained [ ]. The
*training, [ ] and quality assurance will be performed at HNC facility in San
*Diego. The training data will be a [ ] that span the information space of
interest to Licensee. HNC personnel will assist Licensee in selection of this
data set if desired. This data is deliverable to HNC as specified below in
Licensee deliverables. At the specific request of Licensee, development of
deformatting filters and scripts will be done jointly by HNC and Licensee
personnel. This effort will be conducted via the internet.
3. TUNING
*Operational tuning of the CONVECTIS [ ] in the deliverable list. [ ] of [ ]
will be performed by Licensee personnel at the Licensee facility. Licenseee
*personnel are responsible for [ ] the [ ].
4. DOCUMENTATION
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Standard commercial CONVECTIS documentation will be supplied with updates to
reflect software enhancements. This documentation will provide sufficient
instruction to allow a user to configure, operate and tune the CONVECTIS system
*based on [ ].
5. INSTALLATION
If desired, HNC personnel will assist Licensee in the installation of the
CONVECTIS system on Licensee hardware.
6. USER TRAINING
HNC personnel will conduct training sessions on the use of the CONVECTIS
*system. The training sessions will detail the [ ] approach, operation of the
*system and provide instruction on the tuning and maintenance of the [ ] used
for document indexing. This training will be up to two sessions of
*approximately [ ] in duration. Additional sessions will be added based upon
user interest and the level of personnel skill and will be performed at HNC's
customary commercial rates.
7. PHONE SUPPORT AND SOFTWARE UPGRADES
HNC shall provide to Licensee technical personnel phone support for the
CONVECTIS system for a period of one (1) year from date of installation of the
system. This support will assist the Licensee technical staff in becoming
proficient in operating and tuning the CONVECTIS system. This phone support
*shall be available from [ ] Software upgrades shall be supplied should errors
in the operation of the CONVECTIS system be discovered. These upgrades, should
they be required, shall be available for a period of one (1) year from the date
of installation of the system.
LICENSEE DELIVERABLES
*As part of this effort, Licensee will provide to HNC a set of [ ] to be used
*for the development of a [ ]. The training data should be a set of [ ] that
span the information space of interest to Licensee. HNC personnel will assist
Licensee in selection of this data set if desired. This data is to be delivered
to HNC as ASCII text in tar format on a 4mm or 8mm DAT tape.
CONFIDENTIAL AND PROPRIETARY INFORMATION
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EXHIBIT H
HNC SOFTWARE ENHANCEMENTS
HNC agrees to enhance the HNC Software as described below:
1. TUNING APPLICATION
ITEM HNC SOFTWARE ENHANCEMENT ENHANCEMENT SCHEDULE
- ---- ------------------------ ---------------------
* 1. During [ ], NEED [ ] FROM INFOSEEK
* [ ] documents from
database containing other documents ([ ] basis, with follow on
* previously [ ] and [ ] Infoseek conformance to formal
input specs)
* 2. Accept [ ] documents NEED [ ] FROM INFOSEEK
* 3. Port tuning application to [ ] NEED [ ] FROM INFOSEEK
operating system
* ([ ] provided; [ ] requires
significant effort)
* 4. Split judgment data into [ ] and IN PROGRESS; HNC ENGINEERING
* [ ] sets within same database and WILL PROVIDE DATE [ ] FROM INFOSEEK
manage same
* 5. Add [ ] during long-running IN PROGRESS; HNC ENGINEERING
* processes WILL PROVIDE DATE [ ] FROM INFOSEEK
* 6. Add [ ] for long-running IN PROGRESS; HNC ENGINEERING
* processes WILL PROVIDE DATE [ ] FROM INFOSEEK
* 7. Analyze [ ] and Complete
* suggest entirely new [ ] and (already part of the "[ ]"
* [ ] component of Convectis)
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* 8. Apply [ ] on a Complete
* [ ] basis
* 9. Display, set, and modify [ Complete
* ] from GUI
* 10. Allow [ ] access to document Complete
* [ ] and [ ] dialogs
* 11. Allow [ ] of document [ ] Complete
* and [ ] initializers (vs.
Entering all via GUI) ([ ] basis, with follow on
InfoSeek conformance to
formal input specs)
* 12. [ ] by loading ([ ], with follow on
* [ ] documents, [ ], and [ ] InfoSeek conformance to
the documents as formal input specs)
* [ ] for the [ ]
* 13. Increased [ ] speed by a [ ] of Complete
* [ ]
* 14. Add [ ] (vs. Screen output) Complete
for performance data
15. Change time scales for progress Complete
indicators
16. Add new combined "save and exit" Complete
option
17. add confirmation before certain long Complete
operations
18. Allow random access to documents by Workaround provided
ID to view index terms
19. Document override procedure
CONFIDENTIAL AND PROPRIETARY INFORMATION
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2. SERVER APPLICATION
ITEM HNC SOFTWARE ENHANCEMENT ENHANCEMENT SCHEDULE
*1. Port application to [ ] operating NEED [ ] FROM INFOSEEK
system
*2. Accept [ ] documents NEED [ ] FROM INFOSEEK
*3. Return [ ] from server and NEED [ ] FROM INFOSEEK
* store in [ ] to support
* [ ]
* ([ ])
*4. Return only [ ] Complete
* via the server [ ]
5. Improved data from Performance
Assessment, to determine which topics
* are getting too many [ ]
*6. Document [ ], per agreed
user requirements
*7. Use [ ] to achieve system
performance requirements established
by Infoseek
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EXHIBIT I
ESCROW AGREEMENT
The parties hereto agree to negotiate in good faith to deliver a revised Escrow
Agreement within ten (10) days of the Effective Date. Such revised Escrow
Agreement shall be attached to this Agreement and incorporated herein as Exhibit
I, and shall replace this Exhibit I in its entirety.
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
EXHIBIT J
* LICENSEE [ ]
*Licensee agrees to [ ], as contemplated by [ ] of this Agreement, within
*[ ] of the Effective Date. [ ] shall replace this Exhibit
J in its entirety.
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EXHIBIT K
LICENSEE MATERIALS
The parties hereto agree to negotiate in good faith to deliver a list of
Licensee Materials, as contemplated by Section 3(b) of this Agreement, within
ten (10) days of the Effective Date. Such list shall replace this Exhibit K in
its entirety.
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
EXHIBIT L
MATERIAL MALFUNCTION CORRECTION PROCEDURES
In accordance with HNC's responsibilities in Section 8(b) of this Agreement, the
parties agree to the following definitions and procedures for the resolution of
Program Errors.
1. DEFINITIONS OF PROGRAM ERROR SEVERITY LEVEL
(a) "LEVEL 1" shall mean a Program Error which has a material and
adverse impact on Licensee's ability to use the HNC Software for the Licensed
Application, and for which Licensee has not discovered a workaround;
(b) "LEVEL 2" shall mean a Program Error which has a material and
adverse impact on Licensee's ability to use the HNC Software for the Licensed
Application, and for which Licensee has discovered a workaround;
(c) "LEVEL 3" shall mean a Program Error which represents a significant
deviation from conformance to the specifications in Exhibit G and Exhibit H, but
does not have a material or adverse impact on Licensee's ability to use the HNC
Software for the Licensed Application;
(d) "LEVEL 4" shall mean a Program Error which represents a minor
deviation from conformance to the specifications in Exhibit G and Exhibit H, and
does not have a material or adverse impact on Licensee's ability to use the HNC
Software for the Licensed Application;
(e) "LEVEL 5" shall mean a problem which has been reported to HNC as a
Program Error but has been determined by HNC to be an operator error, a
third-party error, or a normal aspect of the functioning of the HNC Software;
(f) "LEVEL 6" shall mean a request for additional features or
functionality or other non-Program Error-related modifications to the HNC
Software;
2. PROGRAM ERROR RESOLUTION
(a) Upon encountering a suspected Program Error, Licensee shall
communicate a written description (a "Bug Report") of such Program Error to HNC.
Bug Reports shall include the following information: (i) Licensee's initial
determination of the severity level of such Program Error, (ii) a detailed
description of the steps required to duplicate the error, (iii) a description of
the HNC Software component(s) affected, (iv) a description of
any workarounds discovered by Licensee, and (v) a description of the hardware
and software environment in which the HNC Software was operating at the time the
Program Error was encountered. Bug Reports may be accompanied by such electronic
files as Licensee believes
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HNC/INFOSEEK SOFTWARE LICENSE AGREEMENT
are appropriate for the full description and reproduction of such Program Error
by HNC. Licensee may transmit Bug Reports and associated files to HNC
electronically addressed associated files to HNC electronically addressed to:
*[ ].
*(b) Upon receipt of a [ ] Bug Report from Licensee, HNC shall (i)
*electronically acknowledge receipt of such Bug Report within [ ] from the time
of such receipt, (ii) provide an immediate workaround(s), if any, for the
Program Error(s) associated with such Bug Report, and (iii) provide a long-term
*workaround or correction to Licensee within [ ] of such receipt.
*(c) Upon receipt of a [ ] Bug Report from Licensee, HNC shall (i)
*electronically acknowledge receipt of such Bug Report within [ ] from the time
of such receipt, and (ii) provide corrections to the Program Errors reported in
*such Bug Reports within [ ], except for those Program Errors which HNC and
*Infoseek jointly determines to be [ ] Program Errors, in subsequently released
versions of the HNC Software.
*(d) HNC shall use its [ ] to report to Licensee, in written or electronic form,
*those [ ] bugs for which workarounds are made generally available to HNC's
customers.
In the event that any outage as defined in any of the above subsections of this
Exhibit L is found not to have been caused by the HNC Software, then INFOSEEK
*[ ] HNC for all costs and expenses (including but not limited to travel,
accommodation, meal and overtime expenses subject to the provisions of Exhibit
A) that HNC reasonably incurred in responding to such outage situation.
CONFIDENTIAL AND PROPRIETARY INFORMATION
- -----------------
* CONFIDENTIAL TREATMENT REQUESTED
FOR REDACTED PORTION
34
Software License Agreement - HNC Software Inc. and Infoseek Corp.
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