{"id":40798,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-corio-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-corio-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-corio-inc.html","title":{"rendered":"Indemnification Agreement &#8211; Corio Inc."},"content":{"rendered":"<pre>                                   CORIO, INC.\n\n                            INDEMNIFICATION AGREEMENT\n\n\n\n        This Indemnification Agreement (\"Agreement\") is effective as of _______,\n_______ by and between Corio, Inc., a Delaware corporation (the \"Company\"), and\n____________________ (\"Indemnitee\").\n\n        WHEREAS, the Company desires to attract and retain the services of\nhighly qualified individuals, such as Indemnitee, to serve the Company and its\nrelated entities;\n\n        WHEREAS, in order to induce Indemnitee to continue to provide services\nto the Company, the Company wishes to provide for the indemnification of, and\nthe advancement of expenses to, Indemnitee to the maximum extent permitted by\nlaw;\n\n        WHEREAS, the Company and Indemnitee recognize the continued difficulty\nin obtaining liability insurance for the Company's directors, officers,\nemployees, agents and fiduciaries, the significant increases in the cost of such\ninsurance and the general reductions in the coverage of such insurance;\n\n        WHEREAS, the Company and Indemnitee further recognize the substantial\nincrease in corporate litigation in general, subjecting directors, officers,\nemployees, agents and fiduciaries to expensive litigation risks at the same time\nas the availability and coverage of liability insurance has been severely\nlimited; and\n\n        WHEREAS, in view of the considerations set forth above, the Company\ndesires that Indemnitee shall be indemnified and advanced expenses by the\nCompany as set forth herein;\n\n        NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth\nbelow.\n\n        1. Certain Definitions.\n\n               (a) \"Change in Control\" shall mean, and shall be deemed to have\noccurred if, on or after the date of this Agreement, (i) any \"person\" (as such\nterm is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,\nas amended), other than a trustee or other fiduciary holding securities under an\nemployee benefit plan of the Company acting in such capacity or a corporation\nowned directly or indirectly by the stockholders of the Company in substantially\nthe same proportions as their ownership of stock of the Company, becomes the\n\"beneficial owner\" (as defined in Rule 13d-3 under said Act), directly or\nindirectly, of securities of the Company representing more than 50% of the total\nvoting power represented by the Company's then \n\n\n                                       1\n   2\n\noutstanding Voting Securities, (ii) during any period of two consecutive years,\nindividuals who at the beginning of such period constitute the Board of\nDirectors of the Company and any new director whose election by the Board of\nDirectors or nomination for election by the Company's stockholders was approved\nby a vote of at least two thirds (2\/3) of the directors then still in office who\neither were directors at the beginning of the period or whose election or\nnomination for election was previously so approved, cease for any reason to\nconstitute a majority thereof, or (iii) the stockholders of the Company approve\na merger or consolidation of the Company with any other corporation other than a\nmerger or consolidation which would result in the Voting Securities of the\nCompany outstanding immediately prior thereto continuing to represent (either by\nremaining outstanding or by being converted into Voting Securities of the\nsurviving entity) at least 80% of the total voting power represented by the\nVoting Securities of the Company or such surviving entity outstanding\nimmediately after such merger or consolidation, or the stockholders of the\nCompany approve a plan of complete liquidation of the Company or an agreement\nfor the sale or disposition by the Company of (in one transaction or a series of\nrelated transactions) all or substantially all of the Company's assets.\n\n               (b) \"Claim\" shall mean with respect to a Covered Event: any\nthreatened, pending or completed action, suit, proceeding or alternative dispute\nresolution mechanism, or any hearing, inquiry or investigation that Indemnitee\nin good faith believes might lead to the institution of any such action, suit,\nproceeding or alternative dispute resolution mechanism, whether civil, criminal,\nadministrative, investigative or other.\n\n               (c) References to the \"Company\" shall include, in addition to\nCorio, Inc., any constituent corporation (including any constituent of a\nconstituent) absorbed in a consolidation or merger to which Corio, Inc. (or any\nof its wholly owned subsidiaries) is a party which, if its separate existence\nhad continued, would have had power and authority to indemnify its directors,\nofficers, employees, agents or fiduciaries, so that if Indemnitee is or was a\ndirector, officer, employee, agent or fiduciary of such constituent corporation,\nor is or was serving at the request of such constituent corporation as a\ndirector, officer, employee, agent or fiduciary of another corporation,\npartnership, joint venture, employee benefit plan, trust or other enterprise,\nIndemnitee shall stand in the same position under the provisions of this\nAgreement with respect to the resulting or surviving corporation as Indemnitee\nwould have with respect to such constituent corporation if its separate\nexistence had continued.\n\n               (d) \"Covered Event\" shall mean any event or occurrence related to\nthe fact that Indemnitee is or was a director, officer, employee, agent or\nfiduciary of the Company, or any subsidiary of the Company, or is or was serving\nat the request of the Company as a director, officer, employee, agent or\nfiduciary of another corporation, partnership, joint venture, trust or other\nenterprise, or by reason of any action or inaction on the part of Indemnitee\nwhile serving in such capacity.\n\n\n                                       2\n   3\n\n               (e) \"Expenses\" shall mean any and all expenses (including\nattorneys' fees and all other costs, expenses and obligations incurred in\nconnection with investigating, defending, being a witness in or participating in\n(including on appeal), or preparing to defend, to be a witness in or to\nparticipate in, any action, suit, proceeding, alternative dispute resolution\nmechanism, hearing, inquiry or investigation), judgments, fines, penalties and\namounts paid in settlement (if such settlement is approved in advance by the\nCompany, which approval shall not be unreasonably withheld) of any Claim and any\nfederal, state, local or foreign taxes imposed on the Indemnitee as a result of\nthe actual or deemed receipt of any payments under this Agreement.\n\n               (f) \"Expense Advance\" shall mean a payment to Indemnitee pursuant\nto Section 3 of Expenses in advance of the settlement of or final judgement in\nany action, suit, proceeding or alternative dispute resolution mechanism,\nhearing, inquiry or investigation which constitutes a Claim.\n\n               (g) \"Independent Legal Counsel\" shall mean an attorney or firm of\nattorneys, selected in accordance with the provisions of Section 2(d) hereof,\nwho shall not have otherwise performed services for the Company or Indemnitee\nwithin the last three years (other than with respect to matters concerning the\nrights of Indemnitee under this Agreement, or of other Indemnitees under similar\nindemnity agreements).\n\n               (h) References to \"other enterprises\" shall include employee\nbenefit plans; references to \"fines\" shall include any excise taxes assessed on\nIndemnitee with respect to an employee benefit plan; and references to \"serving\nat the request of the Company\" shall include any service as a director, officer,\nemployee, agent or fiduciary of the Company which imposes duties on, or involves\nservices by, such director, officer, employee, agent or fiduciary with respect\nto an employee benefit plan, its participants or its beneficiaries; and if\nIndemnitee acted in good faith and in a manner Indemnitee reasonably believed to\nbe in the interest of the participants and beneficiaries of an employee benefit\nplan, Indemnitee shall be deemed to have acted in a manner \"not opposed to the\nbest interests of the Company\" as referred to in this Agreement.\n\n               (i) \"Reviewing Party\" shall mean, subject to the provisions of\nSection 2(d), any person or body appointed by the Board of Directors in\naccordance with applicable law to review the Company's obligations hereunder and\nunder applicable law, which may include a member or members of the Company's\nBoard of Directors, Independent Legal Counsel or any other person or body not a\nparty to the particular Claim for which Indemnitee is seeking indemnification.\n\n               (j) \"Section\" refers to a section of this Agreement unless\notherwise indicated.\n\n               (k) \"Voting Securities\" shall mean any securities of the Company\nthat vote in the election of directors.\n\n        2. Indemnification.\n\n\n                                       3\n   4\n\n               (a) Indemnification of Expenses. Subject to the provisions of\nSection 2(b) below, the Company shall indemnify Indemnitee for Expenses to the\nfullest extent permitted by law if Indemnitee was or is or becomes a party to or\nwitness or other participant in, or is threatened to be made a party to or\nwitness or other participant in, any Claim (whether by reason of or arising in\npart out of a Covered Event), including all interest, assessments and other\ncharges paid or payable in connection with or in respect of such Expenses.\n\n               (b) Review of Indemnification Obligations. Notwithstanding the\nforegoing, in the event any Reviewing Party shall have determined (in a written\nopinion, in any case in which Independent Legal Counsel is the Reviewing Party)\nthat Indemnitee is not entitled to be indemnified hereunder under applicable\nlaw, (i) the Company shall have no further obligation under Section 2(a) to make\nany payments to Indemnitee not made prior to such determination by such\nReviewing Party, and (ii) the Company shall be entitled to be reimbursed by\nIndemnitee (who hereby agrees to reimburse the Company) for all Expenses\ntheretofore paid to Indemnitee to which Indemnitee is not entitled hereunder\nunder applicable law; provided, however, that if Indemnitee has commenced or\nthereafter commences legal proceedings in a court of competent jurisdiction to\nsecure a determination that Indemnitee is entitled to be indemnified hereunder\nunder applicable law, any determination made by any Reviewing Party that\nIndemnitee is not entitled to be indemnified hereunder under applicable law\nshall not be binding and Indemnitee shall not be required to reimburse the\nCompany for any Expenses theretofore paid in indemnifying Indemnitee until a\nfinal judicial determination is made with respect thereto (as to which all\nrights of appeal therefrom have been exhausted or lapsed). Indemnitee's\nobligation to reimburse the Company for any Expenses shall be unsecured and no\ninterest shall be charged thereon.\n\n               (c) Indemnitee Rights on Unfavorable Determination; Binding\nEffect. If any Reviewing Party determines that Indemnitee substantively is not\nentitled to be indemnified hereunder in whole or in part under applicable law,\nIndemnitee shall have the right to commence litigation seeking an initial\ndetermination by the court or challenging any such determination by such\nReviewing Party or any aspect thereof, including the legal or factual bases\ntherefor, and, subject to the provisions of Section 15, the Company hereby\nconsents to service of process and to appear in any such proceeding. Absent such\nlitigation, any determination by any Reviewing Party shall be conclusive and\nbinding on the Company and Indemnitee.\n\n               (d) Selection of Reviewing Party; Change in Control. If there has\nnot been a Change in Control, any Reviewing Party shall be selected by the Board\nof Directors, and if there has been such a Change in Control (other than a\nChange in Control which has been approved by a majority of the Company's Board\nof Directors who were directors immediately prior to such Change in Control),\nany Reviewing Party with respect to all matters thereafter arising concerning\nthe rights of Indemnitee to indemnification of Expenses under this Agreement or\nany other agreement or under the Company's Certificate of Incorporation or\nBylaws as now or hereafter in effect, or under any other applicable law, if\ndesired by Indemnitee, shall be Independent Legal \n\n\n                                       4\n   5\n\nCounsel selected by Indemnitee and approved by the Company (which approval shall\nnot be unreasonably withheld). Such counsel, among other things, shall render\nits written opinion to the Company and Indemnitee as to whether and to what\nextent Indemnitee would be entitled to be indemnified hereunder under applicable\nlaw and the Company agrees to abide by such opinion. The Company agrees to pay\nthe reasonable fees of the Independent Legal Counsel referred to above and to\nindemnify fully such counsel against any and all expenses (including attorneys'\nfees), claims, liabilities and damages arising out of or relating to this\nAgreement or its engagement pursuant hereto. Notwithstanding any other provision\nof this Agreement, the Company shall not be required to pay Expenses of more\nthan one Independent Legal Counsel in connection with all matters concerning a\nsingle Indemnitee, and such Independent Legal Counsel shall be the Independent\nLegal Counsel for any or all other Indemnitees unless (i) the Company otherwise\ndetermines or (ii) any Indemnitee shall provide a written statement setting\nforth in detail a reasonable objection to such Independent Legal Counsel\nrepresenting other Indemnitees.\n\n               (e) Mandatory Payment of Expenses. Notwithstanding any other\nprovision of this Agreement other than Section 10 hereof, to the extent that\nIndemnitee has been successful on the merits or otherwise, including, without\nlimitation, the dismissal of an action without prejudice, in defense of any\nClaim, Indemnitee shall be indemnified against all Expenses incurred by\nIndemnitee in connection therewith.\n\n        3. Expense Advances.\n\n               (a) Obligation to Make Expense Advances. Upon receipt of a\nwritten undertaking by or on behalf of the Indemnitee to repay such amounts if\nit shall ultimately be determined that the Indemnitee is not entitled to be\nindemnified therefore by the Company hereunder under applicable law, the Company\nshall make Expense Advances to Indemnitee.\n\n               (b) Form of Undertaking. Any obligation to repay any Expense\nAdvances hereunder pursuant to a written undertaking by the Indemnitee shall be\nunsecured and no interest shall be charged thereon.\n\n               (c) Determination of Reasonable Expense Advances. The parties\nagree that for the purposes of any Expense Advance for which Indemnitee has made\nwritten demand to the Company in accordance with this Agreement, all Expenses\nincluded in such Expense Advance that are certified by affidavit of Indemnitee's\ncounsel as being reasonable shall be presumed conclusively to be reasonable.\n\n        4. Procedures for Indemnification and Expense Advances.\n\n               (a) Timing of Payments. All payments of Expenses (including,\nwithout limitation, Expense Advances) by the Company to the Indemnitee pursuant\nto this Agreement shall be made to the fullest extent permitted by law as soon\nas practicable after written demand by \n\n\n                                       5\n   6\n\nIndemnitee therefor is presented to the Company, but in no event later than\nthirty (30) business days after such written demand by Indemnitee is presented\nto the Company, except in the case of Expense Advances, which shall be made no\nlater than ten (10) business days after such written demand by Indemnitee is\npresented to the Company.\n\n               (b) Notice\/Cooperation by Indemnitee. Indemnitee shall, as a\ncondition precedent to Indemnitee's right to be indemnified or Indemnitee's\nright to receive Expense Advances under this Agreement, give the Company notice\nin writing as soon as practicable of any Claim made against Indemnitee for which\nindemnification will or could be sought under this Agreement. Notice to the\nCompany shall be directed to the Chief Executive Officer of the Company at the\naddress shown on the signature page of this Agreement (or such other address as\nthe Company shall designate in writing to Indemnitee). In addition, Indemnitee\nshall give the Company such information and cooperation as it may reasonably\nrequire and as shall be within Indemnitee's power.\n\n               (c) No Presumptions; Burden of Proof. For purposes of this\nAgreement, the termination of any Claim by judgment, order, settlement (whether\nwith or without court approval) or conviction, or upon a plea of nolo\ncontendere, or its equivalent, shall not create a presumption that Indemnitee\ndid not meet any particular standard of conduct or have any particular belief or\nthat a court has determined that indemnification is not permitted by this\nAgreement or applicable law. In addition, neither the failure of any Reviewing\nParty to have made a determination as to whether Indemnitee has met any\nparticular standard of conduct or had any particular belief, nor an actual\ndetermination by any Reviewing Party that Indemnitee has not met such standard\nof conduct or did not have such belief, prior to the commencement of legal\nproceedings by Indemnitee to secure a judicial determination that Indemnitee\nshould be indemnified under this Agreement under applicable law, shall be a\ndefense to Indemnitee's claim or create a presumption that Indemnitee has not\nmet any particular standard of conduct or did not have any particular belief. In\nconnection with any determination by any Reviewing Party or otherwise as to\nwhether the Indemnitee is entitled to be indemnified hereunder under applicable\nlaw, the burden of proof shall be on the Company to establish that Indemnitee is\nnot so entitled.\n\n               (d) Notice to Insurers. If, at the time of the receipt by the\nCompany of a notice of a Claim pursuant to Section 4(b) hereof, the Company has\nliability insurance in effect which may cover such Claim, the Company shall give\nprompt notice of the commencement of such Claim to the insurers in accordance\nwith the procedures set forth in the respective policies. The Company shall\nthereafter take all necessary or desirable action to cause such insurers to pay,\non behalf of the Indemnitee, all amounts payable as a result of such Claim in\naccordance with the terms of such policies.\n\n               (e) Selection of Counsel. In the event the Company shall be\nobligated hereunder to provide indemnification for or make any Expense Advances\nwith respect to the Expenses of any Claim, the Company, if appropriate, shall be\nentitled to assume the defense of \n\n\n                                       6\n   7\n\nsuch Claim with counsel approved by Indemnitee (which approval shall not be\nunreasonably withheld) upon the delivery to Indemnitee of written notice of the\nCompany's election to do so. After delivery of such notice, approval of such\ncounsel by Indemnitee and the retention of such counsel by the Company, the\nCompany will not be liable to Indemnitee under this Agreement for any fees or\nexpenses of separate counsel subsequently retained by or on behalf of Indemnitee\nwith respect to the same Claim; provided that, (i) Indemnitee shall have the\nright to employ Indemnitee's separate counsel in any such Claim at Indemnitee's\nexpense and (ii) if (A) the employment of separate counsel by Indemnitee has\nbeen previously authorized by the Company, (B) Indemnitee shall have reasonably\nconcluded that there may be a conflict of interest between the Company and\nIndemnitee in the conduct of any such defense, or (C) the Company shall not\ncontinue to retain such counsel to defend such Claim, then the fees and expenses\nof Indemnitee's separate counsel shall be Expenses for which Indemnitee may\nreceive indemnification or Expense Advances hereunder.\n\n        5. Additional Indemnification Rights; Nonexclusivity.\n\n               (a) Scope. The Company hereby agrees to indemnify the Indemnitee\nto the fullest extent permitted by law, notwithstanding that such\nindemnification is not specifically authorized by the other provisions of this\nAgreement, the Company's Certificate of Incorporation, the Company's Bylaws or\nby statute. In the event of any change after the date of this Agreement in any\napplicable law, statute or rule which expands the right of a Delaware\ncorporation to indemnify a member of its board of directors or an officer,\nemployee, agent or fiduciary, it is the intent of the parties hereto that\nIndemnitee shall enjoy by this Agreement the greater benefits afforded by such\nchange. In the event of any change in any applicable law, statute or rule which\nnarrows the right of a Delaware corporation to indemnify a member of its board\nof directors or an officer, employee, agent or fiduciary, such change, to the\nextent not otherwise required by such law, statute or rule to be applied to this\nAgreement, shall have no effect on this Agreement or the parties' rights and\nobligations hereunder except as set forth in Section 10(a) hereof.\n\n               (b) Nonexclusivity. The indemnification and the payment of\nExpense Advances provided by this Agreement shall be in addition to any rights\nto which Indemnitee may be entitled under the Company's Certificate of\nIncorporation, its Bylaws, any other agreement, any vote of stockholders or\ndisinterested directors, the General Corporation Law of the State of Delaware,\nor otherwise. The indemnification and the payment of Expense Advances provided\nunder this Agreement shall continue as to Indemnitee for any action taken or not\ntaken while serving in an indemnified capacity even though subsequent thereto\nIndemnitee may have ceased to serve in such capacity.\n\n        6. No Duplication of Payments. The Company shall not be liable under\nthis Agreement to make any payment in connection with any Claim made against\nIndemnitee to the extent Indemnitee has otherwise actually received payment\n(under any insurance policy, provision \n\n\n                                       7\n   8\n\nof the Company's Certificate of Incorporation, Bylaws or otherwise) of the\namounts otherwise payable hereunder.\n\n        7. Partial Indemnification. If Indemnitee is entitled under any\nprovision of this Agreement to indemnification by the Company for some or a\nportion of Expenses incurred in connection with any Claim, but not, however, for\nall of the total amount thereof, the Company shall nevertheless indemnify\nIndemnitee for the portion of such Expenses to which Indemnitee is entitled.\n\n        8. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge\nthat in certain instances, federal law or applicable public policy may prohibit\nthe Company from indemnifying its directors, officers, employees, agents or\nfiduciaries under this Agreement or otherwise. Indemnitee understands and\nacknowledges that the Company has undertaken or may be required in the future to\nundertake with the Securities and Exchange Commission to submit the question of\nindemnification to a court in certain circumstances for a determination of the\nCompany's right under public policy to indemnify Indemnitee.\n\n        9. Liability Insurance. To the extent the Company maintains liability\ninsurance applicable to directors, officers, employees, agents or fiduciaries,\nIndemnitee shall be covered by such policies in such a manner as to provide\nIndemnitee the same rights and benefits as are provided to the most favorably\ninsured of the Company's directors, if Indemnitee is a director; or of the\nCompany's officers, if Indemnitee is not a director of the Company but is an\nofficer; or of the Company's key employees, agents or fiduciaries, if Indemnitee\nis not an officer or director but is a key employee, agent or fiduciary.\n\n        10. Exceptions. Notwithstanding any other provision of this Agreement,\nthe Company shall not be obligated pursuant to the terms of this Agreement:\n\n               (a) Excluded Action or Omissions. To indemnify or make Expense\nAdvances to Indemnitee with respect to Claims arising out of acts, omissions or\ntransactions for which Indemnitee is prohibited from receiving indemnification\nunder applicable law.\n\n               (b) Claims Initiated by Indemnitee. To indemnify or make Expense\nAdvances to Indemnitee with respect to Claims initiated or brought voluntarily\nby Indemnitee and not by way of defense, counterclaim or crossclaim, except (i)\nwith respect to actions or proceedings brought to establish or enforce a right\nto indemnification under this Agreement or any other agreement or insurance\npolicy or under the Company's Certificate of Incorporation or Bylaws now or\nhereafter in effect relating to Claims for Covered Events, (ii) in specific\ncases if the Board of Directors has approved the initiation or bringing of such\nClaim, or (iii) as otherwise required under Section 145 of the Delaware General\nCorporation Law, regardless of whether Indemnitee ultimately is determined to be\nentitled to such indemnification, Expense Advances, or insurance recovery, as\nthe case may be.\n\n\n                                       8\n   9\n\n               (c) Lack of Good Faith. To indemnify Indemnitee for any Expenses\nincurred by the Indemnitee with respect to any action instituted (i) by\nIndemnitee to enforce or interpret this Agreement, if a court having\njurisdiction over such action determines as provided in Section 13 that each of\nthe material assertions made by the Indemnitee as a basis for such action was\nnot made in good faith or was frivolous, or (ii) by or in the name of the\nCompany to enforce or interpret this Agreement, if a court having jurisdiction\nover such action determines as provided in Section 13 that each of the material\ndefenses asserted by Indemnitee in such action was made in bad faith or was\nfrivolous.\n\n               (d) Claims Under Section 16(b). To indemnify Indemnitee for\nExpenses and the payment of profits arising from the purchase and sale by\nIndemnitee of securities in violation of Section 16(b) of the Securities\nExchange Act of 1934, as amended, or any similar successor statute.\n\n        11. Counterparts. This Agreement may be executed in one or more\ncounterparts, each of which shall constitute an original.\n\n        12. Binding Effect; Successors and Assigns. This Agreement shall be\nbinding upon and inure to the benefit of and be enforceable by the parties\nhereto and their respective successors, assigns (including any direct or\nindirect successor by purchase, merger, consolidation or otherwise to all or\nsubstantially all of the business or assets of the Company), spouses, heirs and\npersonal and legal representatives. The Company shall require and cause any\nsuccessor (whether direct or indirect, and whether by purchase, merger,\nconsolidation or otherwise) to all, substantially all, or a substantial part, of\nthe business or assets of the Company, by written agreement in form and\nsubstance satisfactory to Indemnitee, expressly to assume and agree to perform\nthis Agreement in the same manner and to the same extent that the Company would\nbe required to perform if no such succession had taken place. This Agreement\nshall continue in effect regardless of whether Indemnitee continues to serve as\na director, officer, employee, agent or fiduciary (as applicable) of the Company\nor of any other enterprise at the Company's request.\n\n        13. Expenses Incurred in Action Relating to Enforcement or\nInterpretation. In the event that any action is instituted by Indemnitee under\nthis Agreement or under any liability insurance policies maintained by the\nCompany to enforce or interpret any of the terms hereof or thereof, Indemnitee\nshall be entitled to be indemnified for all Expenses incurred by Indemnitee with\nrespect to such action (including, without limitation, attorneys' fees),\nregardless of whether Indemnitee is ultimately successful in such action, unless\nas a part of such action a court having jurisdiction over such action makes a\nfinal judicial determination (as to which all rights of appeal therefrom have\nbeen exhausted or lapsed) that each of the material assertions made by\nIndemnitee as a basis for such action was not made in good faith or was\nfrivolous; provided, however, that until such final judicial determination is\nmade, Indemnitee shall be entitled under Section 3 to receive payment of Expense\nAdvances hereunder with respect to such action. In the event of an action\ninstituted by or \n\n\n                                       9\n   10\n\nin the name of the Company under this Agreement to enforce or interpret any of\nthe terms of this Agreement, Indemnitee shall be entitled to be indemnified for\nall Expenses incurred by Indemnitee in defense of such action (including,\nwithout limitation, costs and expenses incurred with respect to Indemnitee's\ncounterclaims and cross-claims made in such action), unless as a part of such\naction a court having jurisdiction over such action makes a final judicial\ndetermination (as to which all rights of appeal therefrom have been exhausted or\nlapsed) that each of the material defenses asserted by Indemnitee in such action\nwas made in bad faith or was frivolous; provided, however, that until such final\njudicial determination is made, Indemnitee shall be entitled under Section 3 to\nreceive payment of Expense Advances hereunder with respect to such action.\n\n        14. Period of Limitations. No legal action shall be brought and no cause\nof action shall be asserted by or in the right of the Company against\nIndemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal\nrepresentatives after the expiration of two years from the date of accrual of\nsuch cause of action, and any claim or cause of action of the Company shall be\nextinguished and deemed released unless asserted by the timely filing of a legal\naction within such two year period; provided, however, that if any shorter\nperiod of limitations is otherwise applicable to any such cause of action, such\nshorter period shall govern.\n\n        15. Notice. All notices, requests, demands and other communications\nunder this Agreement shall be in writing and shall be deemed duly given (i) if\ndelivered by hand and signed for by the party addressed, on the date of such\ndelivery, or (ii) if mailed by domestic certified or registered mail with\npostage prepaid, on the third business day after the date postmarked. Addresses\nfor notice to either party are as shown on the signature page of this Agreement,\nor as subsequently modified by written notice.\n\n        16. Consent to Jurisdiction. The Company and Indemnitee each hereby\nirrevocably consent to the jurisdiction of the courts of the State of Delaware\nfor all purposes in connection with any action or proceeding which arises out of\nor relates to this Agreement and agree that any action instituted under this\nAgreement shall be commenced, prosecuted and continued only in the Court of\nChancery of the State of Delaware in and for New Castle County, which shall be\nthe exclusive and only proper forum for adjudicating such a claim.\n\n        17. Severability. The provisions of this Agreement shall be severable in\nthe event that any of the provisions hereof (including any provision within a\nsingle section, paragraph or sentence) are held by a court of competent\njurisdiction to be invalid, void or otherwise unenforceable, and the remaining\nprovisions shall remain enforceable to the fullest extent permitted by law.\nFurthermore, to the fullest extent possible, the provisions of this Agreement\n(including, without limitation, each portion of this Agreement containing any\nprovision held to be invalid, void or otherwise unenforceable, that is not\nitself invalid, void or unenforceable) shall be construed so as to give effect\nto the intent manifested by the provision held invalid, illegal or\nunenforceable.\n\n\n                                       10\n   11\n\n        18. Choice of Law. This Agreement, and all rights, remedies,\nliabilities, powers and duties of the parties to this Agreement, shall be\ngoverned by and construed in accordance with the laws of the State of Delaware\nas applied to contracts between Delaware residents entered into and to be\nperformed entirely in the State of Delaware without regard to principles of\nconflicts of laws.\n\n        19. Subrogation. In the event of payment under this Agreement, the\nCompany shall be subrogated to the extent of such payment to all of the rights\nof recovery of Indemnitee, who shall execute all documents required and shall do\nall acts that may be necessary to secure such rights and to enable the Company\neffectively to bring suit to enforce such rights.\n\n        20. Amendment and Termination. No amendment, modification, termination\nor cancellation of this Agreement shall be effective unless it is in writing\nsigned by both the parties hereto. No waiver of any of the provisions of this\nAgreement shall be deemed to be or shall constitute a waiver of any other\nprovisions hereof (whether or not similar), nor shall such waiver constitute a\ncontinuing waiver.\n\n        21. Integration and Entire Agreement. This Agreement sets forth the\nentire understanding between the parties hereto and supersedes and merges all\nprevious written and oral negotiations, commitments, understandings and\nagreements relating to the subject matter hereof between the parties hereto.\n\n        22. No Construction as Employment Agreement. Nothing contained in this\nAgreement shall be construed as giving Indemnitee any right to be retained in\nthe employ of the Company or any of its subsidiaries or affiliated entities.\n\n\n                                       11\n   12\n\n        IN WITNESS WHEREOF, the parties hereto have executed this\nIndemnification Agreement as of the date first above written.\n\n\n                                       CORIO, INC.\n                                       A Delaware Corporation\n\n                                       By:\n                                          --------------------------------------\n                                       Name:\n                                            ------------------------------------\n                                       Title:\n                                             -----------------------------------\n\n                                       Address:      700 Bay Road, Suite 210\n                                                     Redwood City, CA  94063\n\n\nAGREED TO AND ACCEPTED\n\nINDEMNITEE:\n\n---------------------------------\n         (signature)\n\nName:                                              \n     ----------------------------\nAddress:                                           \n        -------------------------\n\n\n\n                                       12\n\n<type>EX-10.2\n<sequence>8\n<description>EXHIBIT 10.2\n\n   1\n                                                                    EXHIBIT 10.2\n\n                            HOSTING LICENSE AGREEMENT\n\nThis Hosting License Agreement (\"Agreement\") is entered into as of June 30, 1999\n(the \"Effective Date\"), by and between Active Software, Inc., a California\ncorporation with its principal place of business at 3333 Octavius Drive, Santa\nClara, California 95054 (\"Active\"), and Corio, Inc., a Delaware corporation with\nits principal place of business at 700 Bay Road, Redwood City, California 94063\n(\"Partner\").\n\n                                    RECITALS\n\n        1. Active develops and distributes software (the \"Active Materials,\" as\ndefined below) which enables the integration of certain third party software\nwith other third party software.\n\n        2. Partner hosts certain third party software (the \"Third Party\nSoftware,\" as defined below) for its customers.\n\n        3. Active wishes Partner to integrate certain Active Materials into the\nThird Party Software and host the Integrated Hosting Services (as defined\nbelow), and Partner wishes to obtain the right to integrate the Active Materials\nand host the Integrated Hosting Services.\n\n                                    AGREEMENT\n\n        IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE\nPARTIES AGREE AS FOLLOWS:\n\n1.      Definitions.\n\n\n\"Active Materials\" means the Licensed Materials.\n\n\"Adapter\" means the adapter and\/or agent software described under the heading\n\"Adapters\" in Exhibit A, in Object Code format only, which Active distributes or\ndevelops and which interfaces between the Integration Kit and the Third Party\nSoftware.\n\n\"Confidential Information\" of a party means any information disclosed by that\nparty to the other party pursuant to this Agreement which is in written,\ngraphic, machine readable or other tangible form and is marked \"Confidential,\"\n\"Proprietary\" or in some other manner to indicate its confidential nature.\nConfidential Information may also include oral information disclosed by one\nparty to the other pursuant to this Agreement, provided that such information is\ndesignated as confidential at the time of disclosure or is so designated in\nwriting by the disclosing party within thirty (30) days after its oral\ndisclosure. Notwithstanding the foregoing, all information Active provides to\nPartner that relates to the Active Materials shall be deemed Active's\nConfidential Information.\n\n\"Developer Kit\" means the software described under the heading \"Developer Kit\"\nin Exhibit A, in Object Code format only, which Active distributes to software\ndevelopers to enable such developers to build or modify Adapters and\/or to build\nor modify events, rules, transformations and other integration process\ncomponents used for specific applications.\n\n\n\n* Certain information on this page has been omitted and filed \n  separately with the Commission. Confidential treatment has \n  been requested with respect to the omitted portions.\n   2\n\n\n\n\n\"Documentation\" means all documentation provided by Active to Partner, as\nfurther described or enumerated in Exhibit A.\n\n\"End User\" means any party that accesses the Integrated Hosting Services through\nPartner's servers.\n\n\"End User License\" means the license agreement (i) pursuant to which Partner\nwill grant the End User access to the Integrated Hosting Services, and (ii)\nwhich shall contain at least the restrictions set forth on Exhibit C.\n\n\"Integrated Hosting Services\" means Partner's hosting services which enable End\nUsers to access the integrated Licensed Materials and the Third Party Software\nhosted on Partner's servers.\n\n\"Integration Kit\" means the software described under the heading \"Integration\nKit\" in Exhibit A, in Object Code format only.\n\n\"Licensed Materials\" means the Integration Kit, the Adapters, the Developer Kit\nand the Documentation, including any modifications Active provides under Section\n10.2, which Partner may host for its End Users in accordance with Section 2.1\nbelow and the terms of this Agreement.\n\n\"Object Code\" and \"Object Code format\" means binary computer codes in executable\nformat and relocatable binary code libraries that can be linked into executable\nprograms.\n\nAll references in this Agreement to the \"purchase\" or \"sale\" of software means\nthe acquiring or granting, respectively, of a license to use such software, and\nto exercise any other rights pertaining to such software which are expressly set\nforth herein.\n\n\"Third Party Software\" means any software not developed by Active that Partner\nhosts for its End Users as listed in Exhibit A.\n\n2.      Licenses and Restrictions.\n\n\n        2.1     Hosting License. Subject to the terms and conditions of this\n                Agreement, Active hereby grants Partner a non-exclusive license,\n                without rights to sublicense, to host the Licensed Materials on\n                Partner's servers solely for the purposes of providing the\n                Integrated Hosting Services to End Users. Partner is allowed to\n                grant End Users the right to access the Licensed Materials\n                hosted on Partner's servers pursuant to the terms of this\n                Agreement and under the terms specified in the End User License.\n\n                2.1.1   Access to Technology: Active shall provide Corio with\n                        any pre-release \"Beta\" versions of relevant Updates or\n                        Upgrades of the Software. Active shall make these\n                        versions available to Corio to preview at the earliest\n                        possible date, but in no event later than the date\n                        Active first publicly releases such products. Active\n                        shall provide all such Updates and Upgrades to Corio\n                        free of additional charge and Corio shall, in its sole\n                        discretion determine when, and if, to offer any such\n                        Updates and\/or Upgrades to its Customers.\n\n        2.2     Use Licenses. Subject to the terms and conditions of this\n                Agreement, Active hereby grants Partner a nonexclusive license,\n                without rights to sublicense, to use the Active Materials solely\n                for the purposes of: (a) integrating the Licensed Materials into\n                the Third Party Software; (b) providing\n\n                                       -2-\n\n\n\n   3\ncustomization services with respect to the Adapters on behalf of End Users upon\nrequest; (c) demonstrating the Integrated Hosting Services to potential End\nUsers; (d) providing training in the use of the Integrated Hosting Services and\nthe Active Materials to Partner's employees and contractors; and (e) providing\nsupport and training to End Users in connection with the Integrated Hosting\nServices.\n\n        2.3 Trademark License. Subject to the terms and conditions of this\nAgreement, Active hereby grants Partner a nonexclusive license to use the Active\ntrademarks, trade names and logos set forth in Exhibit B (as amended from time\nto time by Active) solely in connection with the marketing of the Integrated\nHosting Services. Partner shall comply with any usage guidelines which may be\nprovided to Partner by Active from time to time, and upon request by Active,\nshall furnish Active with samples of Partner's usage of such trademarks, trade\nnames and logos. Partner shall not challenge Active's ownership of such\ntrademarks, trade names and logos or use or adopt any trademarks which might be\nconfusingly similar to such marks.\n\n        2.5 Restrictions. Active reserves all rights in the Active Materials\nwhich are not expressly granted to Partner in this Agreement. Partner shall not\ndecompile, disassemble, reverse engineer or otherwise attempt to derive, obtain\nor modify the source code of the Active Materials. Partner shall not remove any\nActive copyright or other proprietary rights notices from any software or\ndocumentation materials provided by Active to Partner. Partner further agrees to\npermit Active to enter any of Partner's premises during regular business hours,\nupon five (5) days prior written notice, to inspect Partner's use of the Active\nMaterials.\n\n3.      Obligations of Partner.\n\n\n        3.1 Promotion of the Integrated Hosting Services. Partner shall use its\nbest efforts to integrate the Licensed Materials into the Third Party Software\nand to promote the sale of and use of, and to stimulate interest in, the\nIntegrated Hosting Services. All marketing efforts and development efforts by\nPartner shall be at Partner's expense.\n\n        3.2 Partner Support. Partner shall provide its personnel involved in the\ndevelopment of the Integrated Hosting Services with training, technical support,\ninformation and other appropriate assistance.\n\n        3.3 Partner Contact. Partner shall designate one person who shall act as\na focal point to coordinate with Active the marketing activities and the\nintegration of the Active Materials, and who shall be authorized to act on\nbehalf of Partner within the scope of this Agreement.\n\n        3.4 Records and Reporting.\n\n\n               3.5.1 Within thirty (30) days following the end of each calendar\nquarter, Partner will provide to Active written reports showing, for such\ncalendar quarter: (a) the number of copies of the Licensed Materials accessed\nand used by each End User through the Integrated Hosting Services, and (b) the\nEnd User contact information, location and any customer usage information with\nrespect to each copy of the Active Materials accessed through the Integrated\nHosting Services.\n\n               3.5.2 Partner will notify Active, in writing, of any claim or\nproceeding, actual or threatened, involving the Active Materials within ten (10)\ndays after Partner learns of such claim or proceeding. Partner will also notify\nActive in writing immediately of all claimed or suspected defects in\n\n                                       -3-\n\n\n\n   4\nthe Active Materials. All such claims, proceedings, and suspected defects shall\nbe deemed Active's Confidential Information.\n\n               3.5.3 Partner shall maintain full and complete records of the use\nof Licensed Materials through the Integrated Hosting Services, including without\nlimitation copies of the reports described in Section 3.5.1, for at least three\n(3) years after such use or sales. Active shall, at any time during the period\nwhen Partner is obliged to maintain such records, be entitled to audit such\nrecords upon thirty (30) days written notice, in order to confirm the accuracy\nof the reports described in Section 3.5.1, provided, that Active may conduct no\nmore than one such audit in any six (6) month period. Any such audit shall be\nperformed at Active's expense during normal business hours; provided, that the\ncost of such audit (in addition to the full amount of any underpayments and\nrelated late charges under Section 6.6) shall be promptly paid by Partner if\nsuch audit reveals an underpayment by Partner of more than five percent (5%) of\nthe amounts payable by Partner to Active in any six (6) month period.\n\n        3.6 Government Approvals. Partner shall be responsible for obtaining all\nnecessary government approvals, consents, licenses or permits to enable it to\npurchase the Licensed Materials, and to provide the Integrated Hosting Services\nto End Users. Partner will bear all costs associated with obtaining such\ngovernment approvals, consents, licenses or permits. Partner shall comply with\nall government regulations.\n\n        3.7 End User License. Partner will obtain an executed End User License\nfrom each End User prior to (i) granting such End User access to the Integrated\nHosting Services.\n\n        3.8 Further Agreements. Partner agrees: (i) to avoid deceptive,\nmisleading or unethical practices detrimental to Active or to the Active\nMaterials, including, without limitation, disparagement of Active or the Active\nMaterials; and (ii) to make no representations, warranties or guaranties to End\nUsers with respect to the specifications, features or capabilities of the Active\nMaterials that are inconsistent with the Documentation supplied by Active.\n\n        3.9 Feedback. Partner shall provide Active with prompt written\nnotification of any problems with the Active Materials or their use that Partner\nbecomes aware of. Such written notification shall be the property of Active, and\nshall be considered Active's Confidential Information hereunder.\n\n        3.10 Publicity. Within thirty (30) days after the Effective Date, the\nparties will issue a joint press release to announce the relationship of the\nparties as set forth under this Agreement.\n\n4.      Changes in Active Materials. Active shall have the right to modify the\nActive Materials at any time upon written notice to Partner or to discontinue\ndistribution of any of the Active Materials at any time. Receipt by Partner of a\nprice schedule or other notification from Active reflecting an addition or a\ndeletion to the Active Materials or receipt of a facsimile specifically adding\nor deleting Active Materials shall constitute notice of such an addition or\ndeletion and, with respect to additions, of the price for the added product.\n\n5.      Title.\n\n\n        Active shall own all right, title and interest in and to the originals\nand any copies, in whole or in part, of the Active Materials, and all patents,\ntrade secrets, copyrights and other intellectual property rights pertaining\nthereto. Partner acknowledges that the licenses granted pursuant to this\nAgreement do\n\n                                       -4-\n\n\n\n   5\nnot provide Partner with title or ownership of the Active Materials. Partner\nshall keep the Active Materials free and clear of all claims, liens and\nencumbrances.\n\n6.      Payments, Taxes.\n\n\n        6.1 Payments. Partner will pay Active as set forth in Exhibit D.\n\n        6.2 Payment Terms. All Payments are net 30, except as set forth in\nExhibit D.\n\n        6.3 Price Changes. Active shall have the right to change its list prices\nfor the Active Materials at any time.\n\n        6.4 Taxes. All prices are exclusive of, and Partner shall pay or\nreimburse Active for, all taxes, duties and assessments imposed on Partner or\nActive in connection with the license or use of Active Materials under this\nAgreement or any services provided hereunder, including without limitation all\nsales, use, excise and other taxes and duties, excluding only taxes based upon\nActive's net income. Partner shall hold Active harmless from all claims and\nliability arising from Partner's failure to report or pay any such taxes, duties\nand assessments.\n\n        6.5 Late Payments. All amounts that are not paid by Partner as required\nby this Agreement shall be subject to a late charge equal to one and one-half\npercent (1.5%) per month, or, if less, the maximum amount allowed by applicable\nlaw. In the event that any amount due hereunder is overdue, Active reserves the\nright to suspend performance until such delinquency is corrected.\n\n7.      Confidential Information.\n\n\n        7.1 Confidentiality. Each party shall treat as confidential all\nConfidential Information of the other party, shall not use such Confidential\nInformation except as set forth herein, and shall use reasonable efforts not to\ndisclose such Confidential Information to any third party. Without limiting the\nforegoing, each of the parties shall use at least the same degree of care which\nit uses to prevent the disclosure of its own confidential information of like\nimportance to prevent the disclosure of Confidential Information disclosed to it\nby the other party under this Agreement. Each party shall promptly notify the\nother party of any actual or suspected misuse or unauthorized disclosure of the\nother party's Confidential Information.\n\n        7.2 Exceptions. Notwithstanding the above, neither party shall have\nliability to the other with regard to any Confidential Information of the other\nwhich: (a) was in the public domain at the time it was disclosed or has entered\nthe public domain through no fault of the receiving party; (b) was known to the\nreceiving party, without restriction, at the time of disclosure, as demonstrated\nby files in existence at the time of disclosure; (c) is disclosed with the prior\nwritten approval of disclosing party; (d) became known to the receiving party,\nwithout restriction, from a source other than the disclosing party without\nbreach of this Agreement by the receiving party and otherwise not in violation\nof the disclosing party's rights; or (e) is disclosed pursuant to the order or\nrequirement of a court, administrative agency, or other governmental body;\nprovided, however, that the receiving party shall use all reasonable efforts to\nprovide prompt, written, and sufficient advance notice thereof to the disclosing\nparty to enable the disclosing party to seek a protective order or otherwise\nprevent or restrict such disclosure.\n\n                                       -5-\n\n\n\n   6\n        7.3 Return of Confidential Information. Each party shall promptly return\nthe other party's Confidential Information to the other party (i) after\ntermination of this Agreement, or (ii) upon receipt of written notice from the\nother party requesting return of such Confidential Information.\n\n8.      Representations and Warranties of Partner.\n\n        Partner warrants to Active that the End Users shall be able to access\nthe Integrated Hosting Services (i) on a twenty-four-hours-per-day,\nseven-days-per-week basis, except during scheduled and unscheduled maintenance\ndowntime, and (ii) on a ninety-nine percent (99%) availability basis.\n\n9.      Representations and Warranties of Active.\n\n        9.1 Warranty to the End User. Each End User receives a warranty (if any)\non the Active Materials from Partner only to the extent set forth in the End\nUser License. Active makes no warranties to the End User in connection with the\nActive Materials, and expressly disclaims any implied warranties of\nmerchantability or fitness for a particular purpose to the End User.\n\n        9.2 Warranty to Partner. Active warrants to Partner that for a period of\nninety (90) days after the date of delivery of the Licensed Materials to the\nPartner, (i) the Integration Kit, the Adapters and the Developer Kit will\nsubstantially achieve the functionality described in the Documentation, and (ii)\nthe media containing the Licensed Materials will be free from defects in\nmaterials and workmanship. Active's entire liability and Partner's exclusive\nremedy under this limited warranty shall be, at Active's option, (y) repair or\nreplacement of all or the affected portion of the Licensed Materials, or (z) a\nrefund of the purchase price paid for such Licensed Materials and termination of\nthe licenses under Section 2 for such Licensed Materials, provided that Active\nreceives notice of such defect during the warranty period. Active does not\nwarrant that (a) the Licensed Materials will meet Partner's requirements, (b)\nthe operation of the Integration Kit, the Adapters or the Developer Kit will be\nuninterrupted or error-free, or (c) the Documentation will be error-free.\n\n        9.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, ACTIVE\nMAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR\nOTHERWISE, WITH RESPECT TO ANY ACTIVE MATERIALS, INCLUDING THEIR CONDITION,\nTHEIR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY\nLATENT OR PATENT DEFECTS, AND ACTIVE SPECIFICALLY DISCLAIMS ALL IMPLIED\nWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND\nNONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. ACTIVE MAKES, AND\nPARTNER RECEIVES, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS,\nIMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE ACTIVE SUPPORT REFERRED TO\nIN SECTION 10.2.\n\n10.     Support.\n\n        10.1 Support to End Users. Partner is responsible for providing all\nsupport with respect to the Integrated Hosting Services and the Active Materials\nto End Users. Active will not be responsible for providing support to End Users.\n\n        10.2 Support to Partner. Partner will receive support from Active with\nrespect to the Licensed Materials under the terms of the Support Agreement\nattached as Exhibit E.\n\n                                       -6-\n\n\n\n   7\n        10.3 Title. All releases and other changes, improvements, bug fixes or\nother modifications to the Licensed Materials provided pursuant to Section 10.2\nshall be deemed to be included within the Licensed Materials, and will be\nsubject to the terms and conditions of this Agreement.\n\n11.     Indemnity.\n\n        11.1 Indemnity by Active.\n\n               11.1.1 Indemnity. Active will defend or settle, at its expense,\nany action brought against Partner based upon a claim that the Active Materials\nused within the scope of the licenses granted hereunder infringe an issued U.S.\npatent or registered U.S. copyright, and Active further agrees to pay all\ndamages and costs finally awarded against Partner attributable to such claim;\nprovided that Partner (a) notifies Active promptly in writing of any such claim,\n(b) gives Active sole control of the defense and\/or settlement of such action,\nand (c) gives Active all authority, information and assistance reasonably\nnecessary to settle or defend such claim. Active shall reimburse Partner for\nincidental out-of-pocket expenses incurred by Partner in providing such\nassistance. Active shall not be liable for any costs or expenses incurred\nwithout its prior written authorization.\n\n               11.1.2 Active Options. If the Active Materials become, or in the\nopinion of Active may become, the subject of a claim of infringement of any\nissued U.S. patent or registered U.S. copyright, Active may, at its option: (i)\nprocure for Partner the right to use the Active Materials free of any liability;\n(ii) replace or modify the Active Materials to make them non-infringing; or\n(iii) remove the Active Materials, or part thereof, and refund the license fees\npaid hereunder for such Active Materials, as depreciated over a sixty (60) month\nperiod.\n\n               11.1.3 Exclusions from Indemnity. Active assumes no liability\nhereunder for any compliance with Partner's specifications. Active shall have no\nobligation to defend the Partner or to pay costs, damages or attorney's fees for\nany claim based upon: (i) use of other than a current unaltered release of the\nActive Materials; or (ii) the combination, operation or use of any Active\nMaterials furnished hereunder with non-Active programs or data if such\ninfringement would have been avoided but for the combination, operation or use\nof the Active Materials with such programs or data.\n\n               11.1.4 Sole and Exclusive Liability. THIS SECTION 11 SETS FORTH\nTHE SOLE AND EXCLUSIVE LIABILITY OF ACTIVE FOR INFRINGEMENT OF THIRD PARTY\nINTELLECTUAL PROPERTY RIGHTS.\n\n        11.2 Indemnity by the Partner. Partner agrees to indemnify and hold\nActive harmless from and against any loss, cost or expense (including attorneys'\nfees) resulting from any and all claims by third parties for loss, damage or\ninjury (including death) allegedly caused by the negligence, misrepresentation,\nmisconduct, error, omission or other action of Partner, or of Partner's agents\nor employees. In addition, Partner agrees to indemnify and hold Active harmless\nfrom and against any loss, cost or expense (including attorneys' fees) resulting\nfrom any and all claims by third parties alleging that the Integrated Hosting\nServices infringes any patent, trade secret, or copyright, provided that Partner\nshall have sole control of any such action or settlement negotiations.\nNotwithstanding the foregoing, Partner shall have no liability under this\nSection 11.2 for any claim alleging that the unaltered Licensed Materials,\nstanding alone, infringe any third party's intellectual property rights.\n\n12.     Limitation of Liability.\n\n\n                                       -7-\n\n\n\n   8\n        Partner agrees that Active's liability hereunder arising from this\nAgreement shall in no event exceed the payments received by Active pursuant to\nthis Agreement. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS,\nLOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF USE, OR LOSS OF DATA FOR\nCOSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FOR ANY CLAIM OR DEMAND\nAGAINST THE OTHER PARTY BY ANY OTHER PARTY OR FOR INDIRECT, INCIDENTAL,\nCONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY\nTHEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,\nUNDER OR ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF\nTHE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE\nAMOUNTS PAYABLE HEREUNDER ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT\nTHESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE\nOF ANY LIMITED REMEDY.\n\n13.     Term and Termination.\n\n        13.1 Term. The term of this Agreement and the license granted hereunder\nshall commence on the date set forth at the beginning of this Agreement and\nshall continue for a term of [*] unless earlier terminated in accordance with\nthis Section 13.\n\n        13.2 Termination for Material Breach. Either party may, at its option,\nterminate this Agreement upon written notice to the other party if the other\nparty materially breaches any of the terms and conditions of this Agreement and\nif such material breach has not been cured within thirty (30) days after written\nnotice to the other party.\n\n        13.3 Termination for Insolvency. This Agreement may be terminated by\neither party, on notice, (i) if the other party becomes insolvent, (ii) upon the\ninstitution by the other party of insolvency, receivership or bankruptcy\nproceedings or any other proceedings for the settlement of its debts, (iii) upon\nthe institution of such proceedings against the other party, which are not\ndismissed or otherwise resolved in such other party's favor within sixty (60)\ndays thereafter, (iv) upon the other party's making a general assignment for the\nbenefit of creditors, or (v) upon the other party's dissolution or ceasing to\nconduct business in the normal course.\n\n        13.4 Surviving Terms. Sections 5, 6, 7, 9, 11, 12, 13 and 14, and all\npayment obligations incurred prior to termination of this Agreement, shall\nsurvive termination of this Agreement. Within thirty (30) days after termination\nof this Agreement, Partner shall return to Active, at Partner's expense, and\nshall make no further use of, any property, materials or other items of Active,\nand shall certify in writing to Active, that the originals and all copies, in\nwhole or in part, in any form, of the Licensed Materials in the possession of\nPartner or its affiliates or agents have been destroyed or returned to Active.\n\n        13.5 Other Remedies. Nothing contained herein shall limit any other\nremedies that Active may have for the default of Partner under this Agreement\nnor relieve Partner of any of its obligations incurred prior to termination of\nthis Agreement.\n\n14.     General Provisions.\n\n        14.1 Assignment. All the terms and provisions of this Agreement shall be\nbinding upon and inure to the benefit of the parties to this Agreement and to\ntheir respective heirs, successors, assigns and\n\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n\n                                       -8-\n\n\n\n\n   9\nlegal representatives. Partner may not assign this Agreement in whole or in part\nexcept with Active's prior written consent, excluding the condition that the\nPartner shall have the right to assign this Agreement in connection with the\nmerger or acquisition of such party or the sale of all or substantially all of\nits assets related to this Agreement without such consent. Any assignment by\nPartner shall not result in an increase in the scope of the license granted\npursuant to this Agreement. Active shall be entitled to assign this Agreement to\na party which agrees to be bound by the terms and conditions of this Agreement.\n\n        14.2 Entire Agreement. This Agreement represents the entire agreement\nbetween the parties, and supersedes all prior agreements and understandings with\nrespect to the matters covered by this Agreement. Partner agrees that it has not\nentered into this Agreement based on any representations other than those\ncontained herein. This Agreement may only be amended by a written agreement\nsigned by both parties. The terms and conditions of this Agreement shall prevail\nin the event of any variance with any purchase order or invoice produced by\nActive or Partner.\n\n        14.3 Governing Law. This Agreement shall in all respects be governed by\nthe laws of the State of California without reference to its principles of\nconflicts of laws. The parties hereby agree that all disputes arising out of\nthis Agreement shall be subject to the exclusive jurisdiction of and venue in\nthe federal and state courts located in San Francisco, California or within\nSanta Clara County, California. Partner hereby consents to the personal and\nexclusive jurisdiction and venue of these courts.\n\n        14.4 Severability. If any of the provisions of this Agreement are held\nto be invalid under any applicable statute or rule of law, they are, to that\nextent, deemed omitted.\n\n        14.5 Waiver. The waiver of any particular breach or default or any delay\nin exercising any rights shall not constitute a waiver of any subsequent breach\nor default.\n\n        14.6 Notices. All notices permitted or required under this Agreement\nshall be in writing and shall be delivered in person or mailed by first class,\nregistered or certified mail, postage prepaid, to the address of the party\nspecified in this Agreement or such other address as either party may specify in\nwriting. Such notice shall be deemed to have been given upon receipt.\n\n        14.7 Force Majeure. Neither party will be responsible for any failure to\nperform its obligations (other than payment obligations) under this Agreement\ndue to reasons beyond its reasonable control, including without limitation acts\nof God, war, riot, embargoes, acts of civil or military authorities, fire,\nfloods or accidents.\n\n        14.8 Export Laws and Regulations. Any obligation of Active to provide\nthe Active Materials under this Agreement shall be subject in all respects to\nall United States laws and regulations governing the license and delivery of\ntechnology and products abroad by persons subject to the jurisdiction of the\nUnited States. Partner shall not export, directly or indirectly, any Active\nMaterials or related information without first obtaining all required licenses\nand approvals from the appropriate government agencies.\n\n        14.9 Independent Contractors. Notwithstanding the use of the word\n\"partner\" in marketing materials, the relationship of Active and Partner is that\nof independent contractors, and nothing contained in this Agreement shall be\nconstrued to (i) give either party the power to direct or control the day-to-day\nactivities of the other, (ii) constitute the parties as partners, joint\nventurers, co-owners or otherwise as participants in a joint undertaking, or\n(iii) allow the Partner to create or assume any obligation on behalf of Active\nfor any purpose whatsoever.\n\n                                       -9-\n\n\n\n   10\n        14.10 Headings. The headings of the several sections of this Agreement\nare intended for convenience of reference only and are not intended to be a part\nof or to affect the meaning or interpretation of this Agreement.\n\n        14.11 Counterparts. This Agreement may be executed in counterparts, each\nof which shall be deemed an original and all of which together shall constitute\none instrument.\n\n                                      -10-\n\n\n\n   11\nAGREED AND ACCEPTED:\n\nACTIVE SOFTWARE, INC.                       CORIO, INC.\/s\/ Signature\nIllegible&gt;\n\nBy: \/s\/ Signature Illegible                 By: HASAN G. RIZVI\n    -----------------------------              ----------------------------\n\nTitle: CFO                                  Title: DIRECTOR OF ENGG.\n       --------------------------                 -------------------------\n\n\n7\/1\/99\n\n\n\n   12\n                                    EXHIBIT A\n\n                               LICENSED MATERIALS\n\n1.      Active Software.\n\n\n        1.1    Integration Kit.\n\n               Information Broker\n               Integration Logic Agent\n               7\/1\/99\n               PeopleSoft Application Adapter\n               Siebel Application Adapter\n               Oracle Database Adapter\n               Java Language Adapter\n\n        1.2    Developer Kit.\n\n               Includes 6 Non Production Instances of the following products to\n               be used for prototyping, development and testing integration\n               systems.\n\n               Active Works Information Broker and its Associated Options\n\n\n<table>\n<s>                                                                         <c>\n                      Secure Sockets Layer\n                      Multi-Broker Option\n                      Active Works Information Broker Agents:               All\n                      ActiveWorks Integration Tools:                        All\n                      ActiveWorks Adapters:\n                             Language Adapters                              All\n                             Middleware Adapters                            All\n                             Database Adapters                              All\n                             Application Adapters                           All\n<\/c><\/s><\/table>\n\n\n2.      Documentation.\n\n\n        All associated product documentation shipped with the Active Software\n        listed above.\n\n3.      Third Party Software-\n\n\n        PeopleSoft\n        Octane 99\n        Siebel 99\n        and any other apps that coris may include.\n\n               Hasan G. Rizvi 6\/30\/99\n\n\n   13\n                                    EXHIBIT B\n\n                   LICENSED TRADEMARKS, TRADE NAMES AND LOGOS\n\n                   Active Software, ActiveWorks, Activesw, and\n                     Active Database Adapter are registered\n                       trademarks of Active Software, Inc.\n\n\n\n   14\n                                    EXHIBIT C\n\n                     END USER LICENSE AGREEMENT REQUIREMENTS\n\n        All End User licenses of the Active Materials shall be in writing and\nexecuted and include at least the following provisions:\n\n        (1) the End User is granted only a personal, nontransferable, and\nnonexclusive right to use the Active Materials only for its internal business\npurposes;\n\n        (2) Active or its licensors retain all of their intellectual property\nrights in the Active Materials, and no title to such intellectual property is\ntransferred to the End User;\n\n        (3) the End User agrees not to reverse assemble, decompile, or otherwise\nattempt to derive source code form the Active Materials;\n\n        (4) the Active Materials are the confidential information of Active and\nthe End User shall keep such Active Materials in confidence and shall not use or\ndisclose such Active Materials, except as permitted by the license, without\nActive's prior written consent;\n\n        (5) the End User agrees to comply with all export and re-export\nrestrictions and regulations of the Department of Commerce or other United\nStates agency or authority, and not to transfer, or authorize the transfer, of\nthe Active Materials to a prohibited country or otherwise in violation of any\nsuch restrictions or regulations;\n\n        (6) the End User receives a warranty on the Active Materials from\nPartner, and Active makes no warranties to the End User in connection with the\nActive Materials, and expressly disclaims any implied warranties of\nmerchantability or fitness for a particular purpose;\n\n        (7) Active shall not be liable to the End User for any indirect,\nconsequential, incidental or special damages arising out of the use or license\nof the Active Materials, regardless of the theory of liability (including\nnegligence and strict liability);\n\n        (8) Active may terminate the licensed use of Active's Licensed Products\nupon written notice of failure by the End User to comply with the terms of such\nlicense;\n\n        (9) within five (5) days after termination of the license, the End User\nshall destroy the Active Materials or return them to Active or to Partner at the\nEnd User's expense; and\n\n        (10) Active is a third-party beneficiary of the license agreement.\n\n\n   15\n                                    EXHIBIT D\n\n                                    PAYMENTS\n\n1.      Integrated Hosting Services.\n\n\n        Corio shall pay the following monthly fees for each of their customers\n        accessing the Integration Kit through the Integrated Hosting Services as\n        per the table below.\n\n\n<table>\n<caption>\n        Customer             # Of Customers               Initial Sign Up Fee          Annual Service Fee\n        Definition\n<s>                          <c>                          <c>                          <c>\n        Tier 1               1st 150 Customers            [*]                          [*]\n        Up to $375MM                                                                         \n                                                                                             \n        Tier 1               All Other Tier 1             [*]                          [*]\n        Up to $375MM                                                                         \n                                                                                             \n        Tier 2               All                          [*]                          [*]\n        Above $375MM                                                                         \n        Up to $1 Billion                                                                     \n                                                                                             \n        Tier 3               All                          [*]                          [*]   \n        Above $1 Billion\n<\/c><\/c><\/c><\/s><\/caption><\/table>\n\n\n        2. Corio Agrees to pay Active Software [*] for the licensed materials on\n        Exhibit A including prepayments of the fees for the first 23 Tier 1\n        customers. Payment will be in two increments: [*] Payable Net 30 Days,\n        [*] Payable Net 60 Days.\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n   16\n                                    EXHIBIT E\n                              ACTIVE SOFTWARE, INC.\n\n                               ACTIVESERVICE PLAN\n\nThis Plan sets forth the terms and conditions under which Active Software, Inc.\n(\"Active\"), provides the following Support and Maintenance program known as\n(\"ActiveService\") to Corio for the programs (the \"Software\") and documentation\nspecified in Exhibit A.\n\nThis Plan sets forth the terms and conditions under which Active Software, Inc.\n(\"Active\"), provides the following Support and Maintenance program known as\n(\"ActiveService\") to the licensee (\"Customer\") for the programs (the \"Software\")\nand documentation specified in Exhibit A hereto.\n\n1.      Definitions.\n\n\n                a.      Documentation. \"Documentation\" shall mean the\n                        documentation that Active provides to its customers for\n                        the Software.\n\n                b.      Error. \"Error\" shall mean any verifiable and\n                        reproducible failure of the Software to substantially\n                        conform to the Specifications for such Software.\n                        Notwithstanding the foregoing, \"Error\" shall not include\n                        any such failure that is caused by: (i) the use or\n                        operation of the Software with any other software or\n                        programming languages or in an environment other than\n                        that intended or recommended by Active, (ii)\n                        modifications to the Software not made by Active, or\n                        (iii) any bug, defect or error in software used with the\n                        Software or any other failure of such software to\n                        conform to its published specifications.\n\n                c.      \"Error Correction(s)\" shall mean either a modification\n                        or addition to or deletion from the Software that\n                        substantially conforms such Software to the then-current\n                        Specifications or a procedure or routine that, when\n                        observed in the regular operation of the Software\n                        eliminates any material adverse effect on Customer of\n                        such Error.\n\n                d.      License Agreement. \"License Agreement\" shall mean the\n                        license agreement under which the Software was licensed\n                        to Customer.\n\n                e.      Specifications. \"Specifications\" shall mean the\n                        published description of the Software, as set forth in\n                        the Documentation for the Software.\n\n                f.      Update. \"Update\" means additional or replacement code or\n                        Documentation for the Software that is provided by\n                        Active to remedy an Error.\n\n                g.      Upgrade. \"Upgrade\" means any additional or replacement\n                        code or Documentation for the Software provided by\n                        Active Software that adds incremental capabilities or\n                        functionality and that is designated by Active, in its\n                        sole discretion, as a new version of the Software.\n\n                h.      Major Release. \"Major Release\" means any additional or\n                        replacement code or Documentation for the Software\n                        provided by Active Software that adds major new\n                        capabilities or functionality and that is designated by\n                        Active, in its sole discretion, as a new Major Release\n                        of the Software. Major Release does not include new\n                        Options that are added to the Software to provide\n                        optional capabilities or functionality.\n\n                i.      Option. \"Option\" means any additional or replacement\n                        code that can be added to an existing product to provide\n                        optional capability or functionality to that product.\n                        Optional capabilities are those that some customers may\n                        require and other customers may not.\n\n\n   17\n                J       Authorized Contact. \"Authorized Contact\" means the\n                        individual designated by Customer to be responsible for\n                        contacting Active's Support organization. Customer may\n                        assign two named Authorized Contacts in Exhibit A per\n                        ActiveService plan. Additional Authorized Contacts may\n                        made available for an additional fee.\n\n2.      Maintenance Services.\n\n\n                a.      New Software Releases. During the term of this Plan,\n                        Active will provide software updates to the Customer as\n                        they become generally available. An update is a new\n                        release of the licensed software product that is made\n                        available to the general public. This includes both\n                        minor and major release numbers. In general this\n                        software may contain both bug fixes and enhancements to\n                        the product. Maintenance does not cover new products\n                        being added to a product line or new functionally that\n                        is sold as a separate option and price. Active Software\n                        will provide a single copy of media for each update to\n                        the Customer. If additional copies are require they will\n                        be made available for a fee.\n\n                b.      Current Release. Active's obligations under this Plan\n                        shall apply only to those releases of the applicable\n                        Software that are then currently being shipped by\n                        Active. Active shall have the right, at any time after a\n                        particular release has been superseded by another\n                        release, to terminate support with respect to the\n                        superseded release upon giving not less than ninety (90)\n                        days notice. Notwithstanding the foregoing, Active will\n                        support a superseded release for no less than one year\n                        after a new release is shipped.\n\n                c.      Error Correction. During the term of this Plan, Active\n                        shall use commercially reasonable efforts to provide\n                        Error Corrections for Errors in the Software reported by\n                        Customer to Active.\n\n                d.      Limitations. Active shall have no obligation under this\n                        Plan to correct Errors which result from the breach by\n                        Customer of this Plan or the License Agreement, or which\n                        cannot be remedied due to any modifications of the\n                        Software made by Customer or any third party. If Active\n                        agrees to remedy any errors or problems not covered by\n                        the terms of this Plan, Customer shall pay Active for\n                        all such work performed at Active's then-current\n                        standard rates. Customer acknowledges that Active is\n                        under no obligation to perform services with respect to\n                        any hardware or any software which is not Software.\n\n3.      Support Services.\n\n\n                a.      Telephone Support. During the term of this Plan, Active\n                        will provide telephone consultation and advice to\n                        Authorized Contacts regarding technical support of the\n                        Licensed Software between the hours of 6:00 a.m. and\n                        6:00 p.m., Pacific Time, Monday through Friday,\n                        excluding holidays. Response times are based upon\n                        severity of the problem. Optional 24x7 telephone\n                        consultation and advice for emergency situations of\n                        Severity 1 problems may be purchased for an additional\n                        fee.\n\n                b.      Email and Fax Support. During the term of this Plan,\n                        Active will respond to email and fax messages sent to\n                        Support by Authorized Contacts between the hours of 6:00\n                        a.m. and 6:00 p.m., Pacific Time, Monday through Friday,\n                        excluding holidays within 6 business hours and whenever\n                        possible within the same business day.\n\n                c.      Limitations. Customer acknowledges that Active is under\n                        no obligation to perform services with respect to any\n                        hardware or any software which is not Active Software's\n                        Licensed product.\n\n                d.      Supported Releases. Active Software will provide\n                        technical support for the current shipping release of\n                        software and the one previous release for up to one year\n                        after the release stopped shipping. In order to correct\n                        or trouble shoot certain problems the Customer may be\n                        required to update said software to the then current\n                        release.\n\n\n\n   18\n4.      Service Expectations.\n\n\n                a.      Problem Classification. The following Problem\n                        Classification Table definitions are used for\n                        classifying customer issues. These classifications\n                        insure consistent treatment of problems handled by\n                        support. Severity 3 (Degraded Operations) is the default\n                        severity level that all cases are initially set to\n                        unless otherwise specified by the customer or the\n                        support engineer. The support engineer handling the case\n                        will work with the customer to establish what severity\n                        should be assigned. The following are the four levels\n                        used by Active Software to prioritize a customer's\n                        problem.\n\n                          Problem Classification Table\n\n\n<table>\n<caption>\nError Classification                    Criteria\n<s>                                     <c>\n                                        The problem is affecting time-critical applications with\n                                        production work at a standstill. The system is completely\nSeverity 1 (Critical)                   unusable and no work around is currently known. The\n                                        affected system must be for production purposes.\n\n                                        The system is significantly impaired such that key business \nSeverity 2 (Serious)                    processes can not be conducted and no known work around is\n                                        currently available.\n\nSeverity 3 (Degraded)                   The system can not function as designed however key business\n                                        processes are not interrupted.\n\nSeverity 4 (Minimal)                    Problems are low-impact. Little or no impact to daily\n                                        business process.\n<\/c><\/s><\/caption><\/table>\n\n\n                b.      Response Expectations. In the event that an error is\n                        discovered in the Licensed Software which causes the\n                        software not to operate in conformance with the\n                        published specifications or applicable documentation,\n                        Customer shall notify Active Software in writing (email\n                        or fax) of the error (including a reasonable description\n                        and the severity level based on the Problem\n                        Classification Table). Active shall respond to such\n                        notice and will make reasonable efforts to assign\n                        engineers to resolve problems at the level of effort\n                        indicated by the Response Expectation table. If\n                        unspecified most new cases will be set to a severity\n                        level of 3 until a clearer determination can be made.\n\n                             The following Response Expectation table specifies\n                             the level of response that will be given to a\n                             customer issue at each step of the process based\n                             upon the assigned severity of the problem. The\n                             table specifies the maximum amount of time elapsed\n                             to complete each step.\n\n                             Step 1 represents the acknowledgment of a\n                                    customer's problem and the beginning of\n                                    information gathering process.\n\n                             Step 2 represents the time frame by which the\n                                    problem is being actively addressed and a\n                                    temporary patch, correction, or workaround\n                                    is provided. The goal will be to provide a\n                                    fix or a work-around for a problem as soon\n                                    as possible. Critical issues will be worked\n                                    on continually during the business day until\n                                    a satisfactory problem resolution can be\n                                    reached. To have work continue on problems\n                                    during non-business hours requires the\n                                    purchase of a 24x7 coverage plan and the\n                                    commitment by the customer to make their\n                                    resources available on an after hours basis\n                                    as well.\n\n                             Step 3 represents when a permanent solution will\n                                    be available. This may be in the form of a\n                                    tested permanent patch or a completely new\n                                    release depending upon what the problem\n                                    requires and time allows. When possible\n                                    permanent fixes will be provided in the next\n                                    scheduled release.\n\n\n\n\n   19\n        RESPONSE EXPECTATION TABLE\n\n\n<table>\n<caption>\n        SEVERITY              STEP 1                  STEP 2                       STEP 3\n<s>                           <c>                     <c>                          <c>\n        1 (Critical)          2 business              Immediate and                Within 60\n                              hours                   continuing                   calendar\n                                                      effort during                days.\n                                                      the business\n                                                      day.\n\n        2 (Serious)           4 business              1 to 5 business              Within 90\n                              hours                   days                         calendar\n                                                                                   days.\n\n        3 (Degraded)          8 business              Within 10                    Next\n                              hours                   business days                scheduled\n                                                                                   release of\n                                                                                   software.\n\n        4 (Minimal)           16 business             Worked on a                  As\n                              hours                   time available               appropriate\n                                                      basis\n<\/c><\/c><\/c><\/s><\/caption><\/table>\n\n\n                        c.      Escalation Process. All new cases will initially\n                                be taken and handled by the support\n                                representatives on duty at the time of the call.\n                                All problems with a severity level of 1 to 3\n                                will be escalated if a solution or plan of\n                                resolution cannot be achieved within the\n                                designated amount of time as described below. To\n                                ensure that progress can continue, Customers\n                                with Severity 1 (Critical) issues must provide\n                                Active with a highly available contact during\n                                this period who will assist the Support and\n                                Development organizations with data gathering,\n                                testing, and applying all fixes to their\n                                environment. If Active cannot duplicate the\n                                problem in-house, then Support may request\n                                access to the Company's computing environment.\n\n                                Support management will be made aware of issues\n                                according to the following timeframes. Active\n                                requires that as succeeding levels of Active\n                                management become involved in the resolution\n                                process, the Customer must provide contacts at\n                                similar levels within their organizations, to\n                                ensure that the level of management involvement\n                                matches the decision-making level dictated by\n                                the resolution requirements of the problem.\n                                Elapsed time represents the number of business\n                                hours (not clock hours) that have passed since\n                                the issue was first opened by Active Software\n                                Support.\n\nESCALATION TABLE\n\n<table>\n<caption>\n               Elapsed Time         Severity 1               Severity 2            Severity 3\n                                    (Critical)               (SERIOUS)             (DEGRADED\n                                                                                   OPERATIONS)\n<s>                                 <c>                      <c>                   <c>\n               Immediately          Support Group\n                                    Leader\n               2 hours              Support Manager\n               4 hours              Support Director         Support Group\n                                                             Leader\n               8 hours\n               16 hours             VP of Development        Support Manager\n               24 hours                                                            Support Group Leader\n               32 hours                                      Support Director\n               40 hours             CEO                                            Support Manager\n               80 hours                                      VP of Development     Support Director\n<\/c><\/c><\/c><\/s><\/caption><\/table>\n\n\n5       Fees.\n\n\n                a.      Plan Fees. No additional Fees are ascribed to service,\n                        Partner will pay Active as set forth in Exhibit D.\n\n6.      Term and Termination.\n\n\n                a.      Term and Termination. The term of this Service Plan\n                        shall begin on the Effective Date and shall continue\n                        unless earlier terminated pursuant to Section 13 of the\n                        Hosting Agreement.\n\n                b.      Survival. The following provisions shall survive any\n                        termination, expiration or cancellation of this Plan: 6\n                        and 7.\n\n7.      Proprietary Rights.\n\n\n                        Any corrections, additions or modifications to the\n                        Software or Documentation effected or delivered under\n                        this Plan and any Updates or Upgrades supplied under\n                        this Plan shall be deemed part of the applicable\n                        Software and subject to all of the provisions of the\n                        License Agreement.\n\n\n\n<type>EX-10.3\n<sequence>9\n<description>EXHIBIT 10.3\n\n   1\n                                                                    Exhibit 10.3\n\n\n                                MASTER AGREEMENT\n                                  BY AND AMONG\n                        CORIO, INC. AND BROADVISION, INC.\n\n                                NOVEMBER 8, 1999\n\n        This MASTER AGREEMENT (the \"Master Agreement\") is made by and among\nCorio, Inc., a Delaware corporation, with offices at with offices at 700 Bay\nRoad, Suite 210, Redwood City, California 94063 (hereinafter referred to as\n\"Corio\" or \"Reseller\"), and BroadVision, Inc., a Delaware corporation, with\noffices at 585 Broadway, Redwood City, California (hereinafter referred to as\n\"BroadVision\" or \"BV\") and is dated as of November 8, 1999.\n\n                                    RECITALS\n\n1.      BV is the market leader in the field of Net-based applications solutions\n        for personalized marketing, selling, and support for customers,\n        partners, and employees. BV provides a suite of intelligent one-to-one\n        extended enterprise relationship management (\"XRM\") products known as\n        BroadVision One-To-One Enterprise, BroadVision One-To-One Commerce\n        Retail, and BroadVision One-To-One Commerce Business. In addition,\n        BroadVision provides certain tools software commonly known as\n        BroadVision One-To-One Command Center, BroadVision One-To-One Publishing\n        Center, BroadVision One-To-One Instant Publisher, and BroadVision\n        One-To-One Design Center (collectively, the \"Tools\").\n\n2.      BV would like to expand its sales opportunities for XRM by expanding the\n        development activities for current and planned products, by having its\n        products incorporated into various Corio products and service offerings,\n        and by leveraging Corio's technical, field consulting, marketing, and\n        sales resources. Specifically, BV desires to enter the small and medium\n        business market through its relationship with Corio.\n\n3.      Corio is the leading application service provider for high-growth\n        companies. Corio provides a total solution including application\n        recommendation, quick implementation, secure hosting and network\n        infrastructure, 24x7 application support and ongoing application\n        management. Solutions are targeted for emerging and mid-market companies\n        needing to implement key applications that support their complex,\n        dynamic operation requirements.\n\n4.      Corio would like to expand its offering by including the Software in its\n        portfolio of solutions that it offers to the emerging and middle\n        markets.\n\n5.      Corio and BV intend to form a non-exclusive alliance under which Corio\n        will develop, market, license, install, integrate, host and manage\n        one-to-one extended enterprise relationship management solutions to ASP\n        Customers and to End-Users that combine the Software with the services\n        and technologies of Corio.\n\n6.      Corio and BV are executing a Reseller Agreement concurrently with the\n        execution of this Master Agreement. A copy of the Reseller Agreement is\n        attached to this Master Agreement\n\n\n* Certain information on this page has been omitted and filed \n  separately with the Commission. Confidential treatment has \n  been requested with respect to the omitted portions.\n\n                                       -1-\n\n\n\n   2\n        and incorporated herein by this reference. All terms not otherwise\n        defined in this Master Agreement shall have the respective meanings\n        ascribed to them in the Reseller Agreement.\n\n7.      Additional Definitions: The following terminology is defined for use\n        throughout this Agreement:\n\n                \"ASP Customer\" is an entity which either (a) uses the Software\n                under a rental or other access only arrangement with Corio and\n                where Corio is the owner of the Software license or (b) acquires\n                sublicenses to the Development System Software for one or more\n                of the Software programs but uses the Deployment System for such\n                Software programs under a rental or other access only\n                arrangement with Corio where Corio owns the Deployment System\n                license. Any rental or other access only arrangement will\n                provide for payments to Corio by the ASP Customer on a monthly\n                basis.\n\n                \"Consolidated Revenue\" means the actual revenue recognized by a\n                Customer on a consolidated basis in accordance with generally\n                accepted accounting principles for the 12 months prior to the\n                date of Corio's initial transaction with the Customer for which\n                a fee will become payable to BroadVision in accordance with\n                Section 4 below. A Customer's Consolidated Revenue for purposes\n                of this Agreement shall not change by virtue of the Customer\n                being acquired by a third party; provided, however, that the\n                parties will negotiate in good faith the manner in which the\n                third party acquiring company will be sold Software licenses if\n                the third party acquiring company's actual revenue recognized by\n                it on a consolidated basis in accordance with GAAP for the 12\n                months prior to the acquisition is $750,000,00 or more.\n\n                \"Customer\" means any ASP Customer or End-User.\n\n                \"Development System\" means a Development System license to use\n                the specified Software product.\n\n                \"Development Pool\" means the SDKs that may be used by Corio in\n                accordance with the Licensing Practices defined in Section 2\n                below.\n\n                \"Deployment System\" means a Deployment System license to operate\n                a production system of the specified Software product.\n\n                \"Corio Revenue\" means the gross revenue payable to Corio by a\n                Customer for the right to access the Software, for support and\n                maintenance of the Software and for basic infrastructure support\n                (e.g., hardware, database software, and operating system\n                software) related to the Software included in Application minus\n                sales, use or similar taxes attributable of Customer's use or\n                access to the Software, freight, insurance, refunds or credits\n                arising from Customer's termination of its rights with respect\n                to the Software or other similar charges to the Customer so long\n                as they are related to the Software. Corio Revenue will not\n                include any fees charged by Corio for consulting, design,\n                network and network management or for third party applications\n                that are managed independently of the Software. Except for the\n                items specified in the previous sentence, all other fees of\n                Corio related to operational support of the Software will be\n                included within Corio\n\n                                       -2-\n\n\n\n   3\n                Revenue. It is the intent of Corio that the amount it charges\n                ASP Customers will reflect a reasonable margin for the Software\n                and its maintenance. As part of the parties' quarterly Executive\n                Reviews, the parties may review the level of Revenue Fees paid\n                under this Agreement.\n\n                \"SDK\" means a software development kit comprised initially of\n                one copy of each of the products that comprise the Software.\n\n                NOW, THEREFORE, the parties agree as follows:\n\n        1. SCOPE OF AGREEMENT. Corio will design, develop, market, host and\nmanage Internet-based solutions incorporating the Software. The Corio hosted\nsolution is also known as the Application. BroadVision and Corio will work\ntogether to identify leads appropriate for the Application. Notwithstanding the\nuse of the term \"End-User\", BroadVision and Corio agree that Corio shall have\nthe right to use the Software acquired hereunder and under the Reseller\nAgreement to provide the Application to ASP Customers.\n\n        2. LICENSE PRACTICES. BroadVision's Licensing Terms as described in\nAttachment B to the Reseller Agreement will apply to Software license as used by\nCorio for its Customers or as sublicensed to Customers with the following\nexceptions:\n\n        (a) Any Development System that is part of the Development Pool may be\nused by multiple individuals provided no more than one individual is using any\nDevelopment System License at any given time for any ASP Customer. This\nmodification also includes the stipulation that at no time may the total number\nof current developer individuals assigned to Customers using Development\nLicenses exceed the total number of Development System Licenses purchased by\nCorio, its Customers, and its professional services partners.\n\n        (b) Corio may allow ASP Customers to rent or have other access to the\nDeployment System Software for that ASP Customer's use of the Application on a\nperiodic basis as described in Section 4 below.\n\n        If Corio transfers Software licenses to an ASP Customer so the Customer\nbecomes an End-User, the Licensing Terms as described in Attachment B shall\napply to the licenses being transferred. The parties agree to amend this\nAgreement to define the terms under which such an ASP Customer is transitioned\nto an End-User, including without limitation fixing at the date of transfer the\nnumber of profiles for Deployment System licenses transferred to the Customer.\n\n3.      DEVELOPMENT LICENSES AND FEES.\n\n        (a) Initial Development Pool Purchases. Corio agrees to purchase ten\nSDKs for a total license fee of [*]. These SDKs will be the initial SDKs in the\nDevelopment Pool. The license fee represents a [*] from BroadVision's current\nlist price for those products. The license fee does not include applicable taxes\nor annual maintenance fees. The initial annual maintenance fee for these ten\nSDKs will be [*].\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n                                       -3-\n\n\n\n   4\nThe charges (including the license and maintenance fees) for these ten SDKs is\npayable \"net thirty days\" from time of signing.\n\n        (b) Subsequent Purchases of Development System Licenses. During the term\nof this Agreement, Corio may purchase additional copies of Development System\nlicenses whether for use in connection with the Application for an ASP Customer\nor for sublicense to an End-User (or to an ASP Customer as contemplated in\nSection 4(a)(ii)(B) below). The amount Corio will pay BroadVision for each such\nadditional license purchased will be a percentage of BroadVision's local list\nprice for the particular Software product at the time the Software is shipped by\nBroadVision. The percentage is determined as follows and depends on the\ncumulative license fees that have been paid by Corio to BroadVision at the time\nBroadVision ships the additional Software license:\n\n\n<table>\n<caption>\n                             Cumulative                          Percent\n                             License Fees                        of List\n                             ------------                        -------\n<s>                          <c>                                 <c>\n                             [*]                                 [*]\n<\/c><\/c><\/s><\/caption><\/table>\n\nprovided, that with respect to the sublicense of Development System licenses to\na BroadVision lead pursuant to Section 4(b), the percent of list will be [*].\n\n        (c) BroadVision will also provide Corio six additional SDKs at no\nadditional charge for use by Corio solely for purposes of demonstrating the\nSoftware to prospective Customers. Corio will immediately notify BroadVision if\nCorio uses any such SDK for any other purpose and Corio will be deemed to have\npurchased such SDK for development purposes and will pay BroadVision the license\nand annual maintenance fees determined in accordance with Sections 3(b) and 4 of\nthis Agreement.\n\n4.      DEPLOYMENT LICENSES AND FEES. With respect to transactions between Corio\nand Customers, Corio will pay BroadVision fees as follows:\n\n        (a) Deployment Licenses (Corio Developed Leads): For leads that Corio\ndevelops resulting in an Application sale to an ASP Customer, Corio will pay\nBroadVision fees based on the Consolidated Revenue of the ASP Customer:\n\n        (i) ASP Customer with less than $750,000,000 of Consolidated Revenue: If\nthe ASP Customer has Consolidated Revenue less than US$750,000,000, then Corio\nwill use any available SDKs from the Development Pool to develop the resultant\nApplication for that Customer. Corio will pay BroadVision [*] of the Corio\nRevenue due from the ASP Customer (the \"Revenue Fee\"). Fees relating to the use\nof Deployment System licenses used in connection with the Application (including\nthe use of the Tools) to that ASP Customer and for maintenance relating to the\nDeployment\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n                                       -4-\n\n\n\n   5\n             System licenses will be included in the Revenue Fee.\n\n        (ii) ASP Customer with $750,000,000 or more of Consolidated Revenue: If\nthe ASP Customer has Consolidated Revenue of US$750,000,000 or more, then.\n\n                (A)     ASP Customer for whom Corio Retains Ownership of\n                        Development System License. If the ASP Customer does not\n                        initially wish to purchase a Development System license,\n                        Corio shall purchase at least two additional Development\n                        System licenses from BroadVision for use solely in\n                        developing the Application for that ASP Customer. Corio\n                        will pay BroadVision the Revenue Fee. Fees relating to\n                        the use of Deployment System licenses used in connection\n                        with the Application (including the use of the Tools) to\n                        that ASP Customer and for maintenance relating to the\n                        Deployment System licenses will be included in the\n                        Revenue Fee.\n\n                (B)     ASP Customer which Sublicenses Development System\n                        License from Corio. If the ASP Customer wishes to\n                        purchase Development System licenses, Corio shall\n                        purchase at least two additional Development System\n                        licenses from BroadVision and sublicense them to the ASP\n                        Customer. Corio will pay BroadVision the Revenue Fee.\n                        Fees relating to the use of Deployment System licenses\n                        used in connection with the Application (including the\n                        use of the Tools) for that ASP Customer and for\n                        maintenance relating to the Deployment System licenses\n                        will be included in the Revenue Fee.\n\n        (b) BroadVision Developed Leads: For customer leads that BroadVision\ndevelops, BroadVision, at its sole discretion, may offer that lead to Corio.\nBroadVision will provide Corio with a list of the Software licenses proposed to\nbe sold to the lead and the price at which BroadVision proposed to license the\nSoftware. If BroadVision and Reseller agree to the Software to be licensed\n(including the number of Development System licenses to be obtained for the\nlead) and any other special provisions applicable to the lead, Reseller will\nprovide the Software to the lead either as an ASP Customer or as an End-User\npursuant to an agreement to be entered into between the lead and Corio. Corio\nwill purchase the number of Development System licenses so agreed to for use by\nor for the lead at a price equal to [*] of the BroadVision's then current local\nlist price for the Software being ordered.\n\n        (i)     In addition, if the Lead becomes an ASP Customer, then Corio\n                will pay BroadVision the Revenue Fee. Fees relating to the use\n                of Deployment System licenses used in connection with the\n                Application (including the use of the Tools) to that ASP\n                Customer and for maintenance relating to the Deployment System\n                licenses will be included in the Revenue Fee.\n\n        (ii)    If the Lead becomes an End-User, the amount to be paid by\n                Reseller to BroadVision for the sublicense will be determined in\n                accordance with Section 3(b).\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n                                       -5-\n\n\n\n   6\n        (c) Sublicenses of Deployment Systems Licenses to other End-Users. If\nCorio sublicenses Deployment System licenses to any other End-User, Corio will\npay BroadVision a license fee determined in accordance with Section 3(b) above.\n\n        (d) Any exception or waiver to the foregoing will be can be made in any\nof the above cases provided it is given in writing and signed by Vice-Presidents\nof both Corio and BroadVision.\n\n4A.     MAINTENANCE FEES. Maintenance fees for Software licensed and sublicensed\nunder the Master Agreement will be determined as follows:\n\n        (a) Software in the Development Pool: The annual maintenance fee for the\nfirst year for the ten SDK's that comprise the initial Development Pool will be\n[*]. After the first year, the annual maintenance fee for any renewal\nmaintenance period for each Software product in the Development Pool will be an\namount equal to the applicable percentage set forth in Section 3(b) at the time\nof such renewal times [*] of BroadVision's then current local list price for\nsuch Software product.\n\n        (b) Development System License Purchased by Corio for use for ASP\nCustomers: Corio will pay BroadVision an annual maintenance fee for each\nDevelopment System license that Corio purchases for use for an ASP Customer that\nis not part of the Development Pool. The amount of such annual fee will be an\namount equal to the applicable percentage set forth in Section 3(b) at the time\nof such renewal times [*] of BroadVision's then current local list price for\nsuch Development System license.\n\n        (c) Development System Software Sublicensed. Corio will pay BroadVision\nan annual maintenance fee for each Development System license that Corio\nsublicenses for use by an ASP Customer or an End-User. The amount of such annual\nfee will be an amount equal to [*] of BroadVision's then current local list\nprice for such Development System license.\n\n        (d) Deployment System Licenses used for an ASP Customer. Maintenance\nfees for Deployment System licenses used by an ASP Customer will be paid through\nthe payment of the Revenue Fee.\n\n        (e) Additional Deployment System Licenses Purchased by Corio. Corio will\npay BroadVision an annual maintenance fee for each additional Deployment System\nlicense that Corio purchases other than for sublicensing. The amount of such\nannual fee will be an amount equal to the applicable percentage set forth in\nSection 3(b) at the time of such renewal times [*] of BroadVision's then current\nlocal list price for such Deployment System license.\n\n        (f) Deployment System Software Sublicensed. Corio will pay BroadVision\nan annual\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n                                       -6-\n\n\n\n   7\nmaintenance fee for each Deployment System license that Corio sublicenses for\nuse by an End-User. The amount of such annual fee will be an amount equal to\n[*] of BroadVision's then current local list price for such Deployment System \nlicense.\n\n5.      APPLICATION FEES. Corio may charge ASP Customers or End-Users any price\nfor the Application.\n\n6.      REPORTING. Corio will submit a report within fifteen (15) days after\neach calendar quarter with respect to Corio's Customer-related activities during\nthat quarter. The report will be in such form as the parties will agree to\npromptly after execution of this Agreement. The report will include, without\nlimitation, a list of all Corio's Customers, the month the Customer signed an\nagreement with Corio, the amount of Software each Customer has licensed, the\namount of Corio Revenue charged to the Customer, a status of the implementation\nof the Application for the Customer (including the anticipated or actual date on\nwhich the Customer began accessing the Software for production purposes), the\ndate Corio first charged Customer for Corio Revenue purposes, the inventory and\nproject assignment of the Development Pool, and the amount due to BroadVision.\nRevenue Fees will begin accruing with respect to an ASP Customer when the ASP\nCustomer begins accessing the Software for production purposes. Within thirty\n(30) days after each quarter, Corio will pay any Revenue Fees due for the\ncalendar quarter being reported. All other amounts will be due and payable, and\nwill be overdue if not paid within, thirty (30) days after BroadVision issues an\ninvoice therefor.\n\n7.      MARKETING ACTIVITIES. During the term of this Agreement, Corio and\nBroadVision will participate in a number of joint marketing activities. These\nare expected to include but are not limited to:\n\n*       Distributing each other's marketing collateral.\n\n*       Joint press release upon signing of this agreement.\n\n*       Development of joint data sheet\n\n*       Co-branding of BroadVision collateral and listing of Corio in\n        BroadVision corporate materials.\n\n*       Joint participation in selected marketing events such as trade shows,\n        targeted customer briefings, seminars and annual user group meetings.\n\n*       Feature on each other's respective Web sites.\n\n*       Leverage existing BroadVision 'partner' field marketing account\n        managers.\n\nIn addition, BroadVision will provide sales and marketing presentations, as well\nas demonstration copies that are available. These copies may be tailored to\nCorio's use. BroadVision will provide electronic source of marketing materials\ndirectly to Corio.\n\n8.      MARKETING DEVELOPMENT FUND. BroadVision will create a Marketing\nDevelopment Fund to support the efforts described in Section 8 above. The amount\nto be contributed by BroadVision into this Fund will be an amount equal to the\nsums spent by Corio in marketing the Application and Software but will not\nexceed on a cumulative basis five percent (5%) of the license fees paid by Corio\nto BroadVision. Determination of the specific co-marketing fund amounts and\ntheir\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n                                       -7-\n\n\n\n   8\nusage will be determined by the partnership managers of Corio and BroadVision\nwho will co-manage, budget and report on a quarterly basis.\n\n9.      TRAINING. Corio may purchase training from BroadVision's training\ncatalog at a [*] of the then current local list price. BroadVision Channel Sales\nagrees to support Corio with reasonable sales training as needed.\n\n10.     EXECUTIVE REVIEWS. Corio and BroadVision agree to hold executive reviews\non a quarterly basis. These quarterly meetings will review overall sales\npipeline and success, the state of the relationship and suggested improvements,\nand opportunities to expand into new markets and geographies.\n\n11.     RULES OF ENGAGEMENT. Corio and BroadVision agree to assign relationship\nowners within each company, and to document rules of engagement for both sales\nforces. Initially, the respective relationship owners are Scott Albro for Corio\nand Jon Peppler for BroadVision.\n\n12.     TERM AND TERMINATION. The initial term of this Agreement and the\nReseller Agreement will be [*] from the date hereof (unless terminated earlier\nas provided in the Reseller Agreement).\n\n13.     CONFIDENTIAL INFORMATION. During the term of this Agreement, either\nparty may receive or have access to technical information, as well as\ninformation about product plans and strategies, promotions, customers and\nrelated non-technical business information which the disclosing party considers\nto be confidential (\"Confidential Information\"). In the event such information\nis disclosed, the parties shall first agree to disclose and receive such\ninformation in confidence. If then disclosed, the information shall (i) be\nmarked as confidential at the time of disclosure, or (ii) if disclosed orally\nbut stated to be confidential, be designated as confidential in a writing by the\ndisclosing party summarizing the Confidential Information disclosed and sent to\nthe receiving party within a reasonable period of time after such oral\ndisclosure.\n\nNondisclosure. Confidential Information may be used by the receiving party only\nwith respect to performance of its obligations under this Agreement, and only by\nthose employees of the receiving party who have a need to know such information\nfor purposes related to this Agreement. The receiving party shall protect the\nConfidential Information of the disclosing party by using the same degree of\ncare (but no less than a reasonable degree of care) to prevent the unauthorized\nuse, dissemination or publication of such Confidential Information, as the\nreceiving party uses to protect its own confidential information of like nature.\n\nThe foregoing obligation shall not apply to any information which is: (i)\nalready known by the receiving party prior to disclosure; (ii) publicly\navailable through no fault of the receiving party; (iii) rightfully received\nfrom a third party without a duty of confidentiality; (iv) disclosed by the\ndisclosing party to a third party without a duty of confidentiality on such\nthird party; (v) independently developed by the receiving party prior to or\nindependent of the disclosure; (vi) disclosed under operation of law; or (vii)\ndisclosed by the receiving party with the disclosing party's prior written\napproval.\n\n                                       -8-\n\n\n\n   9\nThe receiving party's obligation under this Section shall be for a period of\nfive (5) years from the date this agreement is terminated or expires.\n\n14.     COUNTERPARTS; FACSIMILES. This Agreement may be executed in two or more\ncounterparts, all of which shall constitute one and the same Agreement and\nbecome effective when one or more counterparts have been signed by each party\nand delivered to each other party. The execution and delivery of this Agreement\nby any party by facsimile shall constitute effective execution thereof.\n\nCONFLICT OF PROVISIONS. This Master Agreement is intended to set forth certain\nbusiness terms that are specific to Corio's application service provider\nbusiness. In the event of a conflict between the provisions of this Master\nAgreement and the Reseller Agreement and the Attachments thereto (other than the\nprovisions of the Master Preferred Escrow Agreement) with respect to a\nparticular matter covered by this Master Agreement, the applicable provision of\nthis Master Agreement will control. This Master Agreement, including the\nReseller Agreement and all Attachments hereto and thereto, constitute a single\nagreement and are the complete and exclusive agreement between the parties with\nrespect to the subject matter hereof and supersedes all proposals, oral or\nwritten, all previous negotiations, and all other communications between the\nparties with respect to the subject matter hereof.\n\nIN WITNESS WHEREOF, the parties have caused this Master Agreement to be executed\nas of the day and date first set forth above.\n\nCORIO, INC.                                   BROADVISION, INC.\n\n\/s\/ Signature Illegible                       \/s\/ Signature Illegible\n\nSigned                                        Signed \n      ------------------------------                ----------------------------\n\nName: Laurent Pacalin                         Name: Randall Bolten\n\nTitle: VP Business Development                Title: Chief Financial Officer\n\nDate: 11\/8\/99                                 Date: 11\/8\/99\n\n                                       -9-\n\n\n\n<type>EX-10.4\n<sequence>10\n<description>EXHIBIT 10.4\n\n   1\n                                                                    Exhibit 10.4\n\nContract No ____________\n\n                               RESELLER AGREEMENT\n\nThis Reseller Agreement (\"Agreement\") is made and entered into as of this 8th\nday of November 1999, between BroadVision, Inc. (\"BroadVision\") and\n\nCompany Corio, Inc.\n        (\"Reseller\")\nAddress 700 Bay Road, Suite 210\n        Redwood City, CA 94063\n\nThis Reseller Agreement is attached to and incorporated by reference into that\ncertain Master Agreement dated the date hereof between Reseller and BroadVision\n(the \"Master Agreement\"). Terms defined in the Master Agreement and used herein\nshall have the respective meanings ascribed to them in the Master Agreement. In\nconsideration of the mutual covenants and conditions contained in this Agreement\nand in the Master Agreement, the parties agree as stated herein. The following\nattachments, required when applicable, are also part of this Agreement:\n\n        A.      Scope of License\n\n        B.      Current Licensing Practices\n\n        C.      Required Provisions of Sublicenses\n\n        D.      Support Escalation Procedure\n\n        E.      Master Preferred Escrow Agreement\n\n1.      LICENSE.\n\n        A.      DEVELOPER LICENSE. BroadVision hereby grants to Reseller a\n                nonexclusive and nontransferable license (\"Developer License\"),\n                subject to the terms and conditions of this Agreement, to use\n                the object code for the Software. For the purpose of this\n                Agreement, \"Software\" shall mean the software products set forth\n                in Attachment A, including all versions, including current,\n                previous, and subsequent versions, of all software products,\n                together with operating instructions, user manuals, training\n                material, and other documentation as BroadVision supplies to\n                Reseller. Reseller's sole permitted uses of a Developer License\n                shall be to develop and demonstrate the application software\n                products and\/or systems listed in Attachment A (\"the\n                Application\") that it intends to license to end-user customers\n                (\"End-Users\"). Reseller's use of Developer Licenses shall be in\n                a manner consistent with Attachment B. Developer Licenses may\n                not be used to operate production versions of the Application,\n                or any other Reseller or End-User programs on a production\n                basis.\n\n        B.      END-USER LICENSE. BroadVision also grants to Reseller a\n                nonexclusive and nontransferable license to sublicense and\n                distribute the Software to its End-Users, on a nonexclusive and\n                nontransferable basis (\"End-User License\"), on Reseller's\n                servers in a hosted environment for use solely in conjunction\n                with the Application, in the geographic areas specified in\n                Attachment A (\"Territory\"). Reseller shall require each\n                End-User, before it may use or install the Application, to\n                execute a written license agreement containing, at a minimum,\n                the required provisions specified in Attachment C. Reseller\n                shall indemnify BroadVision for all damages caused by Reseller's\n                failure to include required terms in its sublicense agreements\n                with its End-Users. Reseller may also obtain End-User Licenses\n                for its own use, in the event that it itself intends to operate\n                production versions of the Software; such End-User Licenses\n                shall be governed by the terms and conditions of this Agreement,\n                as if Reseller had sublicensed to an End-User.\n\n        C.      PROHIBITED USES. Reseller may not (a) rent, lease, or loan the\n                Software other than allowed for in this Agreement; (b)\n                electronically transmit the Software over a network except as\n                necessary for Reseller's licensed use of the Software; (c) use\n                run-time versions of third-party products embedded in the\n                Software, if any, for any use other than the intended use of the\n                Software, (d) modify, disassemble, decompile, or reverse\n                engineer the Software; (e) transfer possession of any copy of\n                the Software to another party, except as expressly permitted\n                herein; (f) sublicense or permit the Software to be sublicensed\n                to any governmental entity without BroadVision's prior written\n                consent; or (g) use the Software in any way not expressly\n                provided for in this Agreement. There are no implied licenses.\n                Reseller agrees not to exceed the scope of the licenses granted\n                herein. Reseller acknowledges and agrees that BroadVision may,\n                at any time without notice, incorporate license management\n                software into the Software to prevent Reseller or End Users from\n                exceeding the scope of their respective licenses.\n\n2.      PAYMENT, PRICES. Except as set forth in the Master Agreement:\n\n        A.      For Developer Licenses, consulting, training, and documentation,\n                invoices shall be issued upon delivery of the products or\n                services, unless agreed to the contrary, and shall be due and\n                payable in United States currency upon receipt by Reseller.\n\n* Certain information on this page has been omitted and filed \n  separately with the Commission. Confidential treatment has \n  been requested with respect to the omitted portions.\n                                                                     Page 1 of 8\n   2\n                Payment shall be overdue thirty (30) days after the delivery\n                date specified on the invoice.\n\n        B.      Within thirty (30) days of delivery of each copy of the Software\n                from BroadVision to Reseller or the End-User, or from Reseller\n                to the End-User if Reseller has reproduction rights as set forth\n                in Section 2.D below, Reseller shall pay BroadVision the\n                applicable license or sublicense fee as set forth in the Master\n                Agreement and as reported in Section 3 herein. Reseller is free\n                to determine unilaterally its own sublicense fees to its\n                End-Users. RESELLER'S OBLIGATION TO PAY SUBLICENSE FEES TO\n                BROADVISION IS NOT CONTINGENT UPON RESELLER'S COLLECTION FROM\n                ITS END-USERS.\n\n        C.      Technical support fees are due annually in advance of the\n                anniversary date of each Developer License and End-User License,\n                including the first year, since BroadVision's technical support\n                fees are not bundled together with license fees. The annual\n                price for technical support for Developer Licenses shall be\n                BroadVision's then-current price for such services. Reseller\n                may, at its option, make all technical support fees payable a\n                common anniversary date, in which case only a prorated portion\n                of the technical support fee shall be due immediately upon\n                delivery of the license or sublicense.\n\n        D.      Software will be shipped FOB BroadVision's facility in Redwood\n                City, California, U.S.A., by commercial surface transportation.\n                Transportation charges in excess of such rates will be billed to\n                Reseller. Except to the extent prohibited by law or contract,\n                BroadVision will permit Reseller to obtain its initial copy of\n                the Software by FTP transfer over the Internet in accordance\n                with instructions provided by BroadVision. Reseller will\n                download the initial copy of the Software promptly after\n                execution of this Agreement and will thereafter download any\n                separately priced version of Software promptly after the\n                issuance of its purchase order to BroadVision for such version.\n                Reseller will promptly notify BroadVision if it makes any copies\n                of the Software as downloaded if such copy would require the\n                payment of additional fees to BroadVision. Software shall be\n                deemed accepted upon delivery. Reseller may produce its own\n                copies of the Software for delivery to End-Users from a master\n                copy provided by BroadVision so long as it notifies BroadVision\n                in writing of any copies that it makes for such purpose and pays\n                any applicable fees.\n\n        E.      The prices stated in BroadVision quotations are exclusive of any\n                federal, state, municipal, value-added, foreign withholding or\n                other governmental taxes, duties, fees, excises, or tariffs now\n                or hereafter imposed on the production, storage, licensing,\n                sale, transportation, import, export, or use of the Software or\n                any improvements, alterations, or amendments to the Software.\n                Reseller shall be responsible for, and if necessary reimburse,\n                BroadVision for all such taxes, duties, fees, excises, or\n                tariffs, except for governmental or local taxes imposed on\n                BroadVision's corporate net income. Overdue payments shall be\n                subject to a finance charge of one and one-half percent (1 1\/2%)\n                for each month or fraction thereof that the invoice is overdue,\n                or the highest interest rate permitted by applicable law,\n                whichever is lower. BroadVision shall also be reimbursed for its\n                collection costs in the event of late payments, including\n                reasonable attorney's fees.\n\n3.      REPORTING.\n\n        Except as set forth in the Master Agreement, each month Reseller, within\n        fifteen (15) days following the end of such month, shall provide\n        BroadVision a report including the following:\n\n                i.      a list of each End-User License delivered and each\n                        End-User agreement executed, specifying the name and\n                        location of the sublicensee;\n\n                ii.     a detailed account of all fees due to BroadVision under\n                        this Agreement.\n\n4.      SOFTWARE MAINTENANCE.\n\n        A.      BroadVision agrees to provide Reseller with software maintenance\n                subject to the provisions and conditions listed below. Reseller\n                shall be solely responsible for installing and supporting its\n                Customers; BroadVision will refer back to Reseller any questions\n                BroadVision receives from Customers.\n\n                i.      Software maintenance shall include (i) telephone and\n                        electronic mail support provided during BroadVision's\n                        normal working hours, and (ii) standard releases\n                        containing improvements or modifications to the Software\n                        that BroadVision provides to its maintenance customers\n                        generally where such improvements or modifications are\n                        not priced as separate new products or options\n                        (\"Standard Release\"). A copy of BroadVision's support\n                        escalation\n\n                                                                     Page 2 of 8\n   3\n                        procedure, including targeted response times, is set\n                        forth in Attachment D hereto.\n\n                ii.     BroadVision shall provide software maintenance for any\n                        Standard Release only until one year after shipment of\n                        the subsequent Standard Release.\n\n                iii.    Reseller shall designate one Support Contact Person for\n                        each Customer, who shall be responsible for\n                        communicating support issues to BroadVision; provided,\n                        that in no event may the total number of such Support\n                        Contact Persons exceed eight (8) unless otherwise agreed\n                        by BroadVision. Reseller agrees to provide BroadVision\n                        with timely written notification containing all details\n                        of software problems necessary for BroadVision to\n                        diagnose such problems. Reseller agrees to cooperate\n                        fully in providing BroadVision with Reseller's source\n                        code, in machine-readable form, and other materials\n                        necessary to reproduce a reported software problem.\n                        Subject to Reseller's security requirements, Reseller\n                        agrees to provide BroadVision reasonable direct or\n                        remote access and test time on Reseller's BroadVision\n                        system, for the purpose of diagnosing reported software\n                        problems. If BroadVision provides on-site services at\n                        Reseller's request in connection with software\n                        maintenance, Reseller shall reimburse BroadVision for\n                        all travel and other reasonable out-of-pocket expenses\n                        incurred with respect to such services.\n\n                iv.     Software maintenance will also include any patch\n                        releases (\"Patch Releases\") that BroadVision makes\n                        available to its maintenance customers generally. Patch\n                        Releases are intended to address material deviations\n                        between the Software and its published specifications\n                        until a Standard Release can be made available. Reseller\n                        may install Patch Releases at its option.\n\n                v.      BroadVision shall not be responsible for maintaining\n                        Software that fails to comply with its published\n                        specifications if such non-compliance is the result of\n                        modification of the Software by Reseller or third\n                        parties. If BroadVision expends its time on a\n                        noncompliance found to be the result of any of the\n                        preceding or due to the operation of the Application,\n                        Reseller shall pay BroadVision for such time at\n                        BroadVision's then-current hourly consulting rate.\n\n        B.      BroadVision will give Reseller at least sixty days advance\n                notice of the expiration of the applicable annual maintenance\n                period and the annual maintenance fees for the ensuing annual\n                maintenance period. Such prices will be determined in accordance\n                with the Master Agreement and this Agreement. Reseller may renew\n                maintenance for all (but not less than all) copies of the\n                Software licensed to it by giving BroadVision written notice of\n                such renewal on or before the beginning of the applicable\n                maintenance renewal period. In the event of termination for\n                Reseller's breach or Reseller's convenience, all maintenance\n                fees shall be immediately due and payable without notice; in the\n                event of termination for any other reason, Reseller shall be\n                entitled to a refund of maintenance fees already paid, prorated\n                for the unused portion of such fees. If BroadVision determines\n                that it is in its best interests to cease providing its\n                customers generally with maintenance for any or all of the\n                Software, BroadVision may discontinue its maintenance\n                obligations to Reseller (and to Reseller's Customers if\n                BroadVision exercises its rights under Section 12 hereof) with\n                respect to such Software by giving Reseller at least one year's\n                prior written notice of such discontinuance.\n\n        C.      Annual software maintenance fees are due and payable in advance;\n                in all other respects payments are subject to the terms and\n                conditions of the Agreement.\n\n        D.      If Reseller initially declines software maintenance and then\n                subsequently elects to commence maintenance, or if maintenance\n                for an item of Software is discontinued at Reseller's request\n                and then subsequently renewed, Reseller shall pay the\n                maintenance fees that would have been due for the period during\n                which maintenance was not provided.\n\n5.      CONDUCT.\n\n        A.      Reseller shall employee the highest reasonable professional\n                standards in selling and supporting the Application, and shall\n                avoid deceptive, misleading, or unethical practices that may be\n                detrimental to BroadVision or to the Software. Reseller\n                personnel shall obtain training from BroadVision, at\n                BroadVision's then-current standard rates, in the proper use of\n                the Software, and shall provide, or arrange for BroadVision to\n                provide, such training to Customers where appropriate. Reseller\n                and BroadVision shall\n\n                                                                     Page 3 of 8\n\n\n\n   4\n                comply with all laws applicable to the subject matter of this\n                Agreement. Failure to honor the terms of this section shall\n                constitute a material breach of this Agreement; provided,\n                however, that prior to BroadVision terminating this Agreement\n                for any such failure, BroadVision and Reseller will promptly\n                attempt to resolve any disagreement over such failure in good\n                faith.\n\n        B.      Subject to the terms and conditions of this Agreement,\n                BroadVision hereby grants to Reseller a non-exclusive,\n                non-transferable, non-sublicenseable license to use the\n                BroadVision trademarks, trade names, and logos (the \"Marks\") to\n                advertise the Software in the Territory. Reseller acknowledges\n                BroadVision's ownership and exclusive rights in the Marks.\n                Reseller's use of the Marks shall inure to the benefit of\n                BroadVision. Reseller shall not attempt to register the Marks or\n                adopt, use or attempt to register any confusingly similar marks.\n                BroadVision may immediately terminate this trademark license if\n                Reseller's use of the Marks does not conform to BroadVision's\n                then-current standards and usage policy. Reseller shall state at\n                the first instance of each use of a Mark that the Mark is\n                BroadVision's trademark and include the symbols TM or (R) as\n                appropriate. Reseller shall not use any trademark, word, symbol,\n                letter or design in combination with the Marks in any manner\n                which would create a combination mark.\n\n        C.      Unless otherwise requested by BroadVision, Reseller shall ensure\n                that the phrase \"Personalized by BroadVision One-To-One\" shall\n                appear on the logon screen, splash screen, or other first view\n                of the Application seen by consumers or other end-users when\n                they enter the Application and will use all commercially\n                reasonable efforts to obtain the consent of Customers to the\n                foregoing in connection with their respective uses of the\n                Application. The above phrase shall be a hypertext link to a URL\n                specified by BroadVision. Reseller's use of the phrase shall be\n                in accordance with BroadVision's guidelines for use of the mark.\n\n6.      TITLE TO SOFTWARE.\n\n        Reseller shall include BroadVision's copyright or proprietary rights\n        notice on any copies of the Software or associated documentation,\n        including copyright or proprietary rights notices of third parties that\n        are included on media or in documentation provided by BroadVision.\n        Reseller acknowledges that the Software is the property of BroadVision\n        or its licensors.\n\n        Subject to BroadVision's ownership of any materials or technology\n        provided to Reseller, including without limitation the Software, the\n        results of all development efforts made solely by Reseller, including\n        all intellectual property rights in any software interface coding or\n        programs created solely by Reseller during the term of this Agreement to\n        enable the Software to operate within Reseller's hosted environment\n        (\"Developments\"), shall be owned by Reseller, unless otherwise agreed or\n        unless such Developments are supported on an ongoing basis by\n        BroadVision, in which case BroadVision will have or retain all ownership\n        rights, including intellectual property rights in the Developments. To\n        the extent that BroadVision would otherwise have a claim of ownership in\n        Developments, BroadVision hereby assigns all rights in and to such\n        Developments to Reseller.\n\n7.      WARRANTY.\n\n        BroadVision warrants that the Software will conform in all material\n        respects to its written specifications when installed and for 90 days\n        thereafter. For purposes of this Agreement, the sole source of such\n        specifications shall be BroadVision's written user documentation as\n        provided to Reseller concurrently with the delivery of the Software.\n        BroadVision further warrants that the Software is and shall be \"Year\n        2000 Compliant\". For purposes of this Section 7, the term \"Year 2000\n        Compliant\" means that, through January 31, 2001 (a) no value for a\n        current date will cause any interruption in operation; (b) date-based\n        functionality will behave consistently for dates prior to, during, and\n        after year 2000; (c) in all interfaces and data storage, the century in\n        any date must be specified either explicitly or by unambiguous\n        algorithms or inferencing rules; and (d) year 2000 must be recognized as\n        a leap year. BroadVision further warrants, so long as Reseller is\n        purchasing maintenance services pursuant to Section 4 hereof, that its\n        maintenance services will be performed in a professional and workmanlike\n        manner. Reseller will notify BroadVision during or within thirty (30)\n        days after the expiration of the applicable warranty period set forth\n        above of any nonconformity. Where a material nonconformity exists within\n        the warranty period, and proper notice has been given to BroadVision,\n        BroadVision will use due diligence to correct the nonconformity and\n        provide Reseller with one copy of any such corrected version of the\n        Software, or, if BroadVision is unable to correct such nonconformance\n        within a reasonable period of time, refund all license fees paid to it\n        for the Software, or the most recent software maintenance fee paid for\n        the Software, if the nonconformity relates to a Standard\n\n                                                                     Page 4 of 8\n\n\n\n   5\n        Release or maintenance services delivered pursuant to Section 4 herein.\n\n        THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS,\n        EXPRESSED OR IMPLIED, AND BROADVISION EXPRESSLY DISCLAIMS ANY IMPLIED\n        WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,\n        OR NONINFRINGEMENT.\n\n8.      LIMITATION OF LIABILITY.\n\n        Except for a party's liability under Section 9 hereof and for breaches\n        of Section 13 of the Master Agreement and Section 10 hereof, each\n        party's liability to the other under this Agreement or for any other\n        reason relating to the products and services provided under this\n        Agreement, including claims for contribution or indemnity, shall be\n        limited to the amount paid to BroadVision under this Agreement.\n        NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY UNDER\n        THIS AGREEMENT, EACH PARTY AGREES THAT IN NO EVENT SHALL THE OTHER PARTY\n        BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING\n        LOST PROFITS OR LOSS OF USE, HOWEVER ARISING INCLUDING NEGLIGENCE;\n        PROVIDED, HOWEVER, THAT LOST REVENUE OR LOST PROFITS ARISING FROM A\n        PARTY'S UNAUTHORIZED USE, DISCLOSURE OR DISTRIBUTION OF THE OTHER\n        PARTY'S CONFIDENTIAL INFORMATION (INCLUDING WITHOUT LIMITATION THE\n        SOFTWARE) SHALL BE DEEMED A DIRECT DAMAGE.\n\n9.      INTELLECTUAL PROPERTY RIGHTS INDEMNITY.\n\n        A.      BroadVision will defend any action against Reseller claiming\n                that the Software constitutes infringement or misappropriation\n                of any patent, copyright, trademark, trade secret or\n                intellectual property right. BroadVision shall indemnify\n                Reseller for any reasonable expense incurred by Reseller in\n                connection with the foregoing. BroadVision's obligations under\n                this section are conditioned upon BroadVision having sole\n                control of any such action, and upon Reseller notifying\n                BroadVision immediately in writing of the claim and giving\n                authority, information, and assistance necessary to settle or\n                defend such claim. If the use of the Software infringes or is\n                enjoined, or BroadVision believes it is likely to infringe or be\n                enjoined, BroadVision may, at its sole option, (i) procure for\n                Reseller the right to continue use of the licensed Software as\n                furnished; (ii) replace the licensed Software; (iii) modify the\n                licensed Software to make it non-infringing, provided that the\n                Software still substantially conforms to the applicable\n                specifications; or (iv) if BroadVision, after using all\n                commercially reasonable efforts, is unable to accomplish the\n                foregoing remedies, terminate the license and refund the license\n                fee for the Software, less a proportional adjustment for the\n                time the Software was used by Reseller, equal to the ratio of\n                the time elapsed since the delivery date to five (5) years. The\n                indemnity provided herein shall not apply if the alleged\n                infringement arises from: (a) the use of other than a currently\n                supported, unaltered release of the licensed Software; (b) the\n                use of Software that has been modified or merged with other\n                programs by Reseller; or (c) the use of the licensed Software in\n                combination with software or hardware not provided under this\n                Agreement or with the Application. The foregoing states\n                BroadVision's sole and exclusive liability for patent,\n                copyright, or other proprietary rights infringement or for\n                breach of any express or implied warranty of title, ownership or\n                non-infringement.\n\n        B.      Reseller will defend any action against BroadVision (a) claiming\n                that any software provided by Reseller to Customers (other than\n                the Software) infringes or misappropriates any patent,\n                copyright, trademark, trade secret or intellectual property\n                right; or (b) resulting from Reseller's acts, omissions, or\n                misrepresentations. Reseller shall indemnify BroadVision for any\n                reasonable expense incurred by BroadVision in connection with\n                the foregoing. Reseller's obligations under this section are\n                conditioned upon Reseller having sole control of any such\n                action, and upon BroadVision notifying Reseller immediately in\n                writing of the claim and giving authority, information, and\n                assistance necessary to settle or defend such claim.\n\n10.     CONFIDENTIALITY OF SOFTWARE AND DOCUMENTS.\n\n        A.      Except to the extent permitted in the Master Agreement, Reseller\n                shall not reproduce, duplicate, copy, sell, or otherwise\n                disseminate the Software, including operating instructions, user\n                manuals, and training materials, in any medium except as\n                authorized herein.\n\n        B.      Reseller acknowledges that the Software is BroadVision's\n                extremely valuable trade secret. With respect to any copies of\n                the Software retained by Reseller for its internal use, Reseller\n                shall not disclose the Software to any third parties\n\n                                                                     Page 5 of 8\n\n\n\n   6\n               (other than onsite contractors who are subject to confidentiality\n               and use restrictions similar to those contained in this\n               Agreement) nor use the Software for any purpose other than as\n               expressly stated in this Agreement. With respect to copies of the\n               Software that Reseller procures or makes for redistribution, such\n               copies may only be redistributed so long as the recipient\n               satisfies the requirements of this Agreement and, without\n               limiting the foregoing, is subject to the use and disclosure\n               restrictions of Attachment C.\n\n        C.      Reseller shall not release the results of any benchmark of the\n                Software, or of any third party products embedded in the\n                Software, without BroadVision's prior written approval.\n\n11.     AUDIT RIGHTS.\n\n        No more than once annually, BroadVision may audit Reseller's records to\n        ensure that license and other fees have been properly paid in compliance\n        with this Agreement. Any such audit will be conducted during regular\n        business hours at Reseller's offices and shall not interfere\n        unreasonably with Reseller's business activities. If an audit reveals\n        that Reseller has underpaid its total fees by more than five percent\n        (5%), then Reseller shall pay BroadVision's reasonable costs of\n        conducting the audit, in addition to the underpaid amount.\n\n12.     TERM\/TERMINATION.\n\n        A.      This Agreement shall be for an initial term of [*] unless the \n                Agreement is terminated previously as provided herein.\n\n        B.      BroadVision may terminate this Agreement upon 30 days prior\n                written notice and an opportunity for Reseller to cure within\n                such 30 days: (a) any material breach of this Agreement by\n                Reseller; or (b) failure by Reseller to pay license fees for\n                Software under the payment terms specified in this Agreement or\n                as stated on BroadVision's invoice for such Software. Reseller\n                may terminate this Agreement upon 30 days written notice and an\n                opportunity for BroadVision to cure any material breach of this\n                Agreement by BroadVision with such 30 days.\n\n        C.      Upon termination of this Agreement for any reason, the following\n                shall occur:\n\n                i.      Reseller's rights under this Agreement shall\n                        automatically cease, provided that all sublicenses shall\n                        continue according to their terms. Reseller may continue\n                        using the release of the Software then in its possession\n                        solely for the purpose of continuing technical support\n                        for sublicenses granted prior to termination.\n\n                ii.     Reseller shall return to BroadVision or destroy the\n                        Software and other marketing materials, software, and\n                        data, except as required for the operation of Section\n                        12.C.i above.\n\n                iii.    BroadVision shall, within sixty (60) days after the\n                        effective date of termination of this Agreement have the\n                        option to assume the responsibility of providing\n                        maintenance and support for the Software to any or all\n                        of Reseller's customers pursuant to BroadVision's\n                        standard terms and conditions for the performance of\n                        such services, provided such customer requests such\n                        assumption and BroadVision consents. Reseller shall\n                        provide BroadVision with copies of all maintenance\n                        agreements in force with End-Users. Reseller shall pay\n                        to BroadVision a prorated portion of the maintenance\n                        fees paid by such customers and retained by Reseller for\n                        the remaining terms of such agreements. Notwithstanding\n                        the foregoing, so long as Reseller is paying BroadVision\n                        Revenue Fees and annual maintenance fees for other\n                        copies of Software licensed to Reseller (including\n                        Software subsequently sublicensed to Customers),\n                        BroadVision will continue to provide maintenance\n                        services to Reseller pursuant to Section 4 hereof\n                        following termination or expiration of this Agreement\n                        unless BroadVision terminates this Agreement (a) because\n                        Reseller has not made payments under the Master\n                        Agreement or this Agreement when due, or (b) for\n                        Reseller's use, reproduction, disclosure or distribution\n                        of any of the Software in a manner not authorized by\n                        this Agreement or the Master Agreement.\n\n                iv.     Reseller's obligations under Sections 2 (to the extent\n                        that any amounts are owed to BroadVision as of the\n                        termination date), and Sections 4, 6, 7, 8, 9, 10, 12,\n                        and 13 will survive the termination of this Agreement.\n                        All other rights and obligations of the parties will\n                        cease upon termination of this Agreement.\n\n13.     GENERAL.\n\n        A.      WAIVER\/AMENDMENT. No waiver, amendment, or modification of any\n                provision of this Agreement shall be effective unless in writing\n                and signed by the party against whom such waiver, amendment, or\n                modification is sought to be enforced. No failure or delay by\n                either party in exercising any\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n                                                                     Page 6 of 8\n\n\n\n   7\n                right, power or remedy under this Agreement, except as\n                specifically provided herein, shall be deemed as a waiver of any\n                such right, power, or remedy.\n\n        B.      ASSIGNMENT. Either party may assign this Agreement to an entity\n                acquiring substantially all of its assets or merging with it,\n                provided that such assignee agree in writing to assume all\n                obligations under this Agreement. Except as set forth above,\n                neither party may assign any of its rights or delegate any of\n                its obligations under this Agreement to any third party without\n                the express written consent of the other. Any attempted\n                assignment in violation of the foregoing shall be void and of no\n                effect. Subject to the above, this Agreement shall be binding\n                upon and inure to the benefit of the successors and assigns of\n                the parties hereto.\n\n        C.      DISPUTES. The rights of the parties hereunder shall be governed\n                by the laws of the State of California without giving effect to\n                principles of conflicts of laws. Any suits brought hereunder may\n                be brought in the federal or state courts in Santa Clara County,\n                California, and Reseller submits to the jurisdiction thereof.\n                The parties expressly exclude the application of the 1980 United\n                Nations Convention on Contracts for the International Sale of\n                Goods, if applicable.\n\n                Reseller acknowledges that the Software contains trade secrets,\n                the disclosure of which would cause substantial harm to\n                BroadVision that could not be remedied by the payment of damages\n                alone. Accordingly, BroadVision will be entitled to seek\n                preliminary and permanent injunctive relief and other equitable\n                relief for any breach of BroadVision's intellectual property\n                rights in the Software.\n\n        D.      SEVERABILITY. If any provision of this Agreement shall be held\n                by a court of competent jurisdiction to be contrary to law, the\n                remaining provisions of this Agreement shall remain in full\n                force and effect.\n\n        E.      EXPORT. Reseller acknowledges that the laws and regulations of\n                the United States restrict the export of the Software. Reseller\n                agrees that it will not export or re-export the Software in any\n                form without first obtaining the appropriate United States and\n                foreign government approvals.\n\n        F.      NOTICE. Any notice, consent, or other communication hereunder\n                shall be in writing, and shall be given personally, by confirmed\n                fax or express delivery to either party at their respective\n                addresses:\n\n                (i)    to BroadVision at:\n                BroadVision, Inc.\n                585 Broadway\n                Redwood City, CA 94063, USA\n                Attn: Chief Financial Officer\n\n                (ii)   to Reseller at:\n                Corio, Inc.\n                700 Bay Road, Suite 210\n                Redwood City, CA 94063\n                Attn: Roger Lee\n\n                or such other address as may be designated by written notice of\n                either party. Notices shall be deemed given when delivered or\n                transmitted, or seven days after deposit in the mail.\n\n        G.      INDEPENDENT CONTRACTORS. The parties' relationship shall be\n                solely that of independent contractor and nothing contained in\n                this Agreement shall be construed to make either party an agent,\n                partner, joint venturer, or representative of the other for any\n                purpose.\n\n        H.      FORCE MAJEURE. If the performance of this Agreement, or any\n                obligation hereunder, except the making of payments, is\n                prevented, restricted, or interfered with by reason of any act\n                or condition beyond the reasonable control of the affected\n                party, the party so affected will be excused from performance to\n                the extent of such prevention, restriction, or interference.\n\n        I.      ENTIRE AGREEMENT. All products and services delivered by\n                BroadVision to Reseller are subject to the terms of this\n                Agreement, unless specifically addressed in a separate\n                agreement.\n\n14.     ESCROW. If Reseller so elects within ninety (90) days after the\n        execution of this Agreement, Reseller may become a party to the\n        agreement pursuant to which BroadVision has deposited the source code to\n        the Software. Such escrow agreement is attached hereto as Attachment E.\n        Reseller shall bear the costs of opening and maintaining such escrow\n        account.\n\n                                                                     Page 7 of 8\n\n\n\n   8\nAGREED TO BY:                BROADVISION, INC.\n\n                             \/s\/ Signature Illegible\n                             Signature\n                             Randall Bolten\n                             --------------\n                             Printed Name\n                             CFO\n                             ---\n                             Title\n\nRESELLER:                    CORIO, INC.\n                             \/s\/ Signature Illegible\n                             Signature\n                             Laurent Pacalin\n                             ---------------\n                             Printed Name\n                             VP Business Development 11\/8\/99\n                             -------------------------------\n                             Title\n\n                                                                     Page 8 of 8\n\n\n\n   9\nContract No. _____________________\n\n                                 ATTACHMENT A TO\n                               RESELLER AGREEMENT\n\n                                SCOPE OF LICENSE\n\nThe following BroadVision products may be licensed to and sublicensed by\nReseller under the terms and conditions of the Agreement, and are collectively\nreferred to as the \"Software\" in the Agreement:\n\n                BroadVision One-To-One Development System (aka BroadVision\n                One-To-One Enterprise)\n\n                BroadVision One-To-One Commerce Retail \n\n                BroadVision One-To-One Commerce Business \n\n                BroadVision One-To-One Deployment System \n\n                BroadVision One-To-One Command Center \n\n                BroadVision One-To-One Publishing Center \n\n                BroadVision One-To-One Instant Publisher \n\n                BroadVision One-To-One Design Center\n\nReseller may use the Software to develop the following programs, collectively\nreferred to as the \"Application\" in the Agreement, intended to be licensed to,\nor operated on behalf of, End-Users:\n\n        Application is an eCommerce solution offering hosted and managed by\n        Reseller on behalf of its customers. The Reseller's eCommerce solution\n        is the Software integrated with the hardware, software, and services\n        that Reseller provides to its Customers on a hosted basis. Application\n        includes functionality related to multiple eCommerce businesses, malls,\n        and business to business applications. Reseller may use third parties in\n        development of the Application, provided they abide with this Agreement.\n\nReseller may sublicense the Software in the following geographic areas,\ncollectively referred to as the \"Territory\" in the Agreement:\n\n[*]\n\nAny request by Reseller to expand the Territory is subject to BroadVision's\nagreement, which agreement will not be unreasonably withheld. BroadVision will\nnot condition such expansion on the payment of any expansion fee or to a change\nin the Revenue Fee methodology described in the Master Agreement. If BroadVision\nconsents to any such expansion of the Territory and BroadVision offers a\nlocalized version of all or part of the Software on its local price list,\nReseller will have the right to acquire licenses for such localized versions on\nthe terms set forth in the price list, subject to the discount structure set\nforth in the Master Agreement.\n\nNotwithstanding anything to the contrary herein, Reseller may not sublicense\nSoftware or permit Software to be sublicensed to the following countries,\ncorporations and their affiliates:\n\n(a)     in the countries of [*] prior to December 1, 1999;\n\n(b)     to the following financial services End-Users, prior to July 1, 2000,\n        for applications relating to consumer or corporate financial services:\n        [*]\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n\n                                                                     Page 1 of 2\n\n\n\n   10\n        [*]\n\n(c)     [*]\n\nInitialed by:  BroadVision\n               Reseller\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n                                                                          Page 2\n\n\n\n   11\nContract No. _____________\n\n                                 ATTACHMENT B TO\n                               RESELLER AGREEMENT\n\n                         BROADVISION LICENSING PRACTICES\n\nBroadVision's current standard licensing practices are as follows for the\nproducts listed below. These practices are in effect as of June 15, 1999.\n\n        *       ONE-TO-ONE DEVELOPMENT SYSTEM -- licensed on a per-user basis.\n                In other words, each individual who will use the One-To-One\n                Development System to develop BroadVision One-To-One\n                applications must be separately licensed. Customer may reassign\n                One-To-One Development System licenses within reason, for\n                example as employees terminate employment or transfer to other\n                departments. One-To-One Development System products include:\n\n                *       ENTERPRISE DEVELOPMENT SYSTEM -- the basic BroadVision\n                        development system\n\n                *       APPLICATION DEVELOPMENT SYSTEM -- includes the\n                        Enterprise Development System and the objects and other\n                        products necessary to develop ONE of the BroadVision\n                        Applications (Retail Commerce, Financial, or Knowledge)\n\n                *       TWO APPLICATION DEVELOPMENT SYSTEM -- same as the\n                        Application Development System, but for TWO of the\n                        BroadVision Applications \n\n                        (NOTE: Business Commerce by itself is counted as a Two\n                        Application Development System)\n\n                        THREE APPLICATION DEVELOPMENT SYSTEM -- same as the\n                        Application Development System, but for THREE of the\n                        BroadVision Applications\n\n        *       ONE-TO-ONE DEPLOYMENT SYSTEM -- licensing is based on the\n                maximum number of Profiled Users permitted to be tracked by\n                BroadVision One-To-One applications. A Profiled User corresponds\n                to a record in the BroadVision user profile database. The record\n                maintains information about the user's profile and may refer to\n                external sources for additional profile information. The number\n                of Profiled Users represents the number of one-to-one\n                relationships that Customer wants to maintain with its users. By\n                licensing a number of profiled users the customer is paying for\n                the right to keep that many records in the BroadVision user\n                profile database at any point in time. Examples of Profiled\n                Users include, but are not limited to customers, partners and\n                employees.\n\n        *       ONE-TO-ONE TOOLS -- licensed on a per-user basis, similar to the\n                One-To-One Development System products. One-To-One Tools\n                include:\n\n                        *       ONE-TO-ONE COMMAND CENTER, formerly known as the\n                                Dynamic Command Center, or DCC\n\n                        *       ONE-TO-ONE PUBLISHING CENTER, formerly known as\n                                the Content Management Center, or CMC\n\n                        *       ONE-TO-ONE INSTANT PUBLISHER\n\n                        *       ONE-TO-ONE DESIGN CENTER, formerly known as the\n                                Visual Design Center, or VDC\n\n        [NOTE: The One-To-One Command Center, the One-To-One Publishing Center,\n        and the One-To-One Instant Publisher may be sublicensed to third parties\n        using Customer's application software in accordance with the terms of\n        this Agreement.]\n\n                                                                     Page 1 of 1\n\n\n\n   12\nContract No ________________________\n\n                                 ATTACHMENT C TO\n                               RESELLER AGREEMENT\n\n                  REQUIRED PROVISIONS OF SUBLICENSE AGREEMENTS\n\nThis Attachment C is incorporated into the Reseller Agreement (the \"Agreement\")\ndated the 8th day of November, 1999 between BroadVision, Inc. (\"BroadVision\")\nand Corio, Inc. (\"Reseller\"). The terms and conditions contained herein are\nsubject in all respects to the terms and conditions of that Agreement, except\nthat in the event of a conflict between the terms of this Attachment C and the\nAgreement, the terms of this Attachment C shall govern.\n\nEach agreement sublicensing the Software entered into between Reseller and its\nEnd-Users shall contain provisions that are at least as protective of\nBroadVision's interests as the following:\n\n1.      End-Users shall be licensed to use the object code of the Software only\n        in accordance with BroadVision's licensing practices. Unless stated\n        otherwise in the licensing practices, End-Users shall have the right to\n        duplicate the Software only for backup or archival purposes and as\n        necessary to transfer the Software to a backup computer in the event of\n        computer malfunction.\n\n2.      End-Users shall not (i) rent, lease, or loan the Software; (ii)\n        electronically transmit the Software over a network except as necessary\n        for End-User's licensed use of the Software; (iii) use run-time versions\n        of third-party products embedded in the Software, if any, for any use\n        other than the intended use of the Software, (iv) modify, disassemble,\n        decompile, or reverse engineer the Software; (v) sublicense or transfer\n        possession of any copy of the Software to another party, except as\n        expressly permitted by BroadVision; or (vi) use the Software in any way\n        not expressly provided for.\n\n3.      Title to the Software shall not pass to the End-User. End-User shall\n        include BroadVision's copyright or proprietary rights notice on any\n        copies of the Software or associated documentation, including copyright\n        or proprietary rights notices of third parties that are included on\n        media or in documentation provided by BroadVision. End-User shall\n        acknowledge that the Software is the property of BroadVision or its\n        licensors.\n\n4.      End-User may be permitted to grant nontransferable sublicenses to\n        portions of the Software, where such grants are explicitly permitted by\n        BroadVision's licensing practices. End-User shall require each such\n        sublicensee, before it may use or install the sublicensed Software, to\n        execute a written license agreement containing, at a minimum, the\n        required provisions specified in this Attachment. End-User shall\n        indemnify BroadVision for all losses, costs, damages, expenses, and\n        liabilities caused by a sublicensee's failure to honor the terms of such\n        sublicense, or by End-User's failure to include required terms in its\n        sublicense agreements with its sublicensees.\n\n5.      Unless otherwise requested by BroadVision, End-User shall ensure that\n        the phrase \"Personalized by BroadVision One-To-One\" shall appear\n        prominently on the logon screen, splash screen, or other first view of\n        the End-User's application seen by consumers or other end-users when\n        they enter such application. The above phrase shall be a hypertext link\n        to a URL specified by BroadVision. End-User's use of the phrase shall be\n        in accordance with BroadVision's guidelines for use of the mark.\n\n6.      BroadVision disclaims all warranties, express or implied, to End-Users.\n\n7.      BroadVision shall not be liable for any damages, whether direct,\n        indirect, incidental, or consequential, arising from the use of the\n        Software.\n\n8.      End-User shall not reproduce, duplicate, copy, sell, or otherwise\n        disclose, or disseminate the Software, including operating instructions,\n        user manuals, and training materials, in any medium except as expressly\n        permitted pursuant to BroadVision's licensing practices or this\n        Attachment. End-User expressly undertakes, using reasonable efforts not\n        less than it exercises for its own confidential materials, to retain in\n        confidence, and to require its employees or consultants to retain the\n        Software in confidence, and will make no use of such information, except\n        under the terms and during the existence of its Agreement with Reseller,\n        and only to the extent that such use is necessary to End-User's\n        employees or consultants in the course of their employment.\n\n9.      At the termination of the End-User License, the End-User shall\n        discontinue use and shall destroy or return\n\n                                                                     Page 1 of 2\n\n\n\n   13\n        the Software to BroadVision, including all archival or other copies.\n\n10.     BroadVision is a third-party beneficiary of the End-User License\n        agreement with Reseller.\n\n11.     The End-User shall not publish any result of benchmark tests run on the\n        Software.\n\n12.     End-User may assign its license to the Software only to an entity\n        acquiring substantially all of its assets or merging with it, provided\n        that such assignee agree in writing to assume all associated\n        obligations. Otherwise, End-User may not assign its rights in the\n        Software to any third party, and any attempted assignment in violation\n        of the foregoing shall be void and of no effect.\n\n13.     The End-User shall comply fully with all relevant regulations of the\n        United States Department of Commerce and with the U.S. Export\n        Administration to assure that the Software is not exported in violation\n        of the code and regulations.\n\n                                                                     Page 2 of 2\n\n\n\n   14\n                                  Attachment D\n                   To Software License and Services Agreement\n\nBROADVISION SUPPORT POLICY\n\nCase tracking is the procedure of tracking customer-reported problems.\nBroadVision support engineers open cases in the order in which they are\nreceived. Cases have different priorities and will be treated accordingly.\nStandard support is provided from 9am to 6pm PT in America, and 9am to 6pm GMT\nin Europe. (For enhanced support coverage see the section below concerning\nAfter-hours support.) If a case hasn't been opened after 1 day the Support\nmanager will be notified. After 2 days the Support Director will be notified.\n\nCASE ESCALATION AND 'HOT SITE' STATUS\n\nThe support engineer opening a case will set case priority. A customer may\nrequest that a case be escalated at any time by contacting the Support engineer\nor the Support Manager.\n\nUnusually important site problems will be considered 'hot sites'. This includes\nsuch issues as serious reliability problems or significant performance problems\non production systems. To escalate a case, the customer may notify their Support\nengineer or the Support Manager. A 'hot site' will gain Executive level\nattention and all necessary resources to resolve the issue as quickly as\npossible.\n\nA hot site will have a dedicated Support engineer until it is resolved. The\ncustomer is expected to provide technical resources, remote access and\nreproducible cases as necessary. BroadVision will manage a list of issues to be\nresolved in the escalation to be communicated daily by the assigned Support\nengineer. Once all the issues are resolved, the escalation to 'hot site' will be\nclosed.\n\nThe response and turnaround times indicated below are BroadVision's most\nreasonable estimates of such times. Such times may be impacted by a number of\nfactors beyond BroadVision's reasonable control, including without limitation\nthe fact that the source of the problem may exist with a component not provided\nby BroadVision. BroadVision will not be deemed to be in breach of its\nmaintenance obligations to Reseller if it fails to meet such response or\nturnaround times due to factors beyond BroadVision's reasonable control.\n\nPRIORITY 1\n\nThe highest level is reserved for site-down type failures. Once BroadVision\nsupport is notified that a site is down they will start work to restore the site\nas soon as possible. If a site is not restored after 4 hrs of work the Support\nengineer will move the site to 'hot site' status. The WPSO engineer who worked\non the site will be contacted and Support Director notified of escalation. After\n1 day of escalation VP WPSO and VP Engineering will be notified. The VPs will\nidentify additional resources to work on the problem. After 2 days of escalation\nthe CEO will be notified.\n\nPRIORITY 2\n\nLevel 2 is for serious problems on a site not causing total failure. BroadVision\nSupport will start work on the site as soon as they are aware of the problem. If\na workaround has not been developed after 1 day of work by Support then the\nSupport Director will be notified. After 3 days of work VP WPSO and VP\nEngineering will be notified.\n\nPRIORITY 3\n\nThe third level is for general issues on a site not causing serious problems. If\na case isn't resolved after 2 days the Support Manager will be notified. After 3\ndays the Support Director will be notified.\n\n\n\n   15\nPRIORITY 4\n\nThe lowest level is for questions or issues on a site not requiring immediate\naction. If a case isn't resolved after 3 days the Support Manager will be\nnotified. After 5 days the Support Director will be notified.\n\nAFTER-HOURS SUPPORT\n\nAn optional support package is available to provide support 7 days a week, 24\nhrs a day for assistance with serious problems on live-sites. It will not\nsupport development questions\/issues. Customers with this support will be\nprovided with a single pager number to contact the on-call Support person in the\ncase of a priority 1 support call. It is preferred that the customer must\nprovide BroadVision dialup access to the site in order to for support to able to\nprovide assistance in the recovery process. The Support engineer on call will\nhave a laptop so that he\/she can then dial into the website and help effect\nsystem recovery.\n\nDOCUMENTING KNOWN PROBLEMS\n\nThis note is to announce BroadVision's policy of sharing bug lists with\ncustomers. Several customers and the field have requested that we share an\nedited version of the bug list with our customers. The intent is to pro-actively\nlet the customers know about known problems and document workarounds. Support,\nengineering and product management will decide which problems to report.\n\nToday we publish some of this information in the Known Problems section of the\nRelease Notes. The following is our policy of enhancing this information as well\nas updating the known bugs every month and making it available through the\nsupport section of the BroadVision web site.\n\n1.      Currently we provide the following information in the Known Problems\n        section of the Release Notes. The Release Notes will be updated upon\n        every release.\n\nBug Information: problem ID, brief description, any known workaround\n\n2.      Starting with version 4.1 Technical Support will update the Known Bugs\n        section to include known bugs reported since the last release. This will\n        be updated once a month. Since the updates will be written by Technical\n        Support, it will be directed to an engineering audience. At product\n        release time, Tech Pubs will roll them into the formal Release Notes.\n\n3.      We will also make the following patch information available on our Tech\n        support site:\n\nPatch Number:\nDate released: <can also list those in preparation with a planned release date>\nRequired previous patches: <patch numbers or>\nResolved problems: <list of problem numbers>\n\nPRODUCT ENHANCEMENT REQUEST PROCEDURE\n\nTO SUBMIT AN ENHANCEMENT REQUEST\n\nLog in to Broadvision.com\\login.html. Select Support, and then click \"Submit a\nnew ticket\". Include the text \"Enhancement\" in the description before submitting\nthe request, and the product you wish to submit an enhancement request for.\n\nPM will review enhancements on a weekly basis and respond to you, the submitter,\nwith the status\n\n\n\n   16\nGETTING ENHANCEMENTS INTO AN UPCOMING PRODUCT RELEASE\n\nAt the start of each project Product Manager will go through the enhancement\nlist with ISG and engineering to determine which should be included in the next\nrelease. If there are specific features that need to be included to satisfy a\nproject need, please include that information in the ER when submitted, and\nemail the appropriate Product Manager.\n\n\n\n   17\nCOMPATIBILITY POLICY\n\nThis note clarifies BroadVision's policy on compatibility between production\nreleases. BV will provide a migration path between the objects, templates, and\nscripts, components and content that customers have created with a production\nrelease of One-To-One to the next production release of One-To-One. Addressing\nthese in turn:\n\n1. BroadVision Standard objects - if we change the tag syntax of BV standard\nobjects we will provide tools and procedures needed to migrate those objects\nfrom one release to the next. This will provide migration path for templates\nusing BV standard objects.\n\n2. BroadVision Standard components - if we change the signature of BV standard\ncomponents we will provide tools and procedures needed to migrate scripts from\none release to the next. This will provide migration path for scripts using BV\nstandard components.\n\n3. BroadVision APIs - we will in general maintain backward compatibility between\nBroadVision APIs. In cases, where this is not possible or desirable we will\nprovide tools and procedures to migrate the APIs. This will provide migration\npath for custom dynamic objects that use our APIs.\n\n4. Database - when we make the schema changes we will provide migration tools to\nupdate older schema and content from one production release of One-To-One to the\nnext.\n\nPlease note that we do not guarantee compatibility between Beta and FCS versions\nof any given release. However, we will strive to not have major API, tag-syntax\nor schema changes between Beta and FCS releases.\n\nIf you have any questions or suggestions please send email to\nbv-pm@broadvision.com.\n\nSUPPORT POLICY FOR THIRD-PARTY SOFTWARE PRODUCTS\n\nBroadvision's policy is to certify One-To-One products against the versions of\nthird-party products that are released and available sufficiently in advance of\nBroadvision's release date to allow for complete testing. This often means that\nthird-party vendors will release new versions of their products prior to the\nnext release of One-To-One. While Broadvision would prefer that customers use\nthe software versions with which One-To-One was tested, we also understand that\ncustomers will, for various reasons, want to use these new versions of\nthird-party products.\n\nBroadvision will support customers who use newer versions of third-party\nproducts as long as the vendor guarantees forward compatibility. One-To-One\nproducts should work on these new versions. By support we mean that we will work\nwith the customer to resolve compatibility problems with the third-party vendor.\nBroadvision will also consider, at our option, developing and releasing minor\nfixes for our products in order to resolve problems with new versions of\nthird-party products.\n\nBroadvision will usually test and certify these newer versions of third-party\nproducts in the next release of One-To-One. This can be a good indicator that\nthe newer versions will work with the current release of One-To-One. In\nexceptional cases Broadvision may determine that the newer version of a\nthird-party product can not be used with One-To-One because it fails in some way\nduring the testing cycle. In this case we will continue to certify the older\nversion.\n\n\n\n   18\nContract No ________\n\n                       ATTACHMENT E TO RESELLER AGREEMENT\n\n                        MASTER PREFERRED ESCROW AGREEMENT\n\n                       Master Number _____________________\n\n        THIS ESCROW AGREEMENT is effective June ______, 1996 among DATA\nSECURITIES INTERNATIONAL, INC. (\"DSI\"), BROADVISION, INC. (\"BroadVision\") and\nany party signing the Acceptance Form attached to this Agreement (\"Licensee\").\n\n        WHEREAS, BroadVision and Licensee have entered or will enter into a\nLicense Agreement or other agreement pertaining to BroadVision software (the\n\"License Agreement\");\n\n        WHEREAS, BroadVision desires to avoid disclosure of its software except\nunder certain limited circumstances;\n\n        WHEREAS, Licensee may need access to the software under certain limited\ncircumstances;\n\n        WHEREAS, BroadVision and Licensee desire to establish an escrow with DSI\nto provide for the retention of, administration of and access to specified\nBroadVision software; and\n\n        WHEREAS, the parties desire this Agreement to be supplementary to the\nLicense Agreement pursuant to 11 United States [Bankruptcy] Code, Section\n365(n).\n\n1.      DEPOSITS.\n\n        1.1 OBLIGATION TO MAKE DEPOSIT. Upon the signing of this Agreement by\nthe parties, including the signing of the Acceptance Form, BroadVision shall\ndeliver to DSI the software and other materials (\"Deposit Materials\") required\nto be deposited by the License Agreement or, if the License Agreement does not\nidentify the materials to be deposited with DSI, then the materials identified\non an Exhibit A. If Exhibit A is applicable, BroadVision and Licensee shall sign\nit. DSI shall have no obligation with respect to the preparation, signing or\ndelivery of Exhibit A.\n\n        1.2 IDENTIFICATION OF TANGIBLE MEDIA. Prior to the delivery of the\nDeposit Materials to DSI, BroadVision shall conspicuously label for\nidentification each document, magnetic tape, disk, or other tangible media upon\nwhich the Deposit Materials are written or stored. Additionally, BroadVision\nshall complete Exhibit B to this Agreement by listing each such tangible media\nby the item label description, the type of media and the quantity. The Exhibit B\nmust be signed by BroadVision and delivered to DSI with the Deposit Materials.\nUnless and until BroadVision makes the initial deposit with DSI, DSI shall have\nno obligation with respect to this Agreement, except the obligation to notify\nthe parties regarding the status of the deposit account as required in Section\n2.2 below.\n\n        1.3 DEPOSIT INSPECTION. When DSI receives the Deposit Materials and the\nExhibit B, DSI will conduct a deposit inspection by visually matching the\nlabeling of the tangible media containing the Deposit Materials to the item\ndescriptions and quantity listed on the Exhibit B.\n\n        1.4 ACCEPTANCE OF DEPOSIT. At completion of the deposit inspection, if\nDSI determines that the labeling of the tangible media matches the item\ndescriptions and quantity on Exhibit B, DSI will date and sign the Exhibit B and\nmail a copy thereof to BroadVision and Licensee. If DSI determines that the\nlabeling does not match the item descriptions or quantity on the Exhibit B, DSI\nwill (a) note the discrepancies in writing on the Exhibit B; (b) date and sign\nthe Exhibit B with the exceptions noted; and (c) provide a copy of the Exhibit B\nto BroadVision and each Licensee. DSI's acceptance of the deposit occurs upon\nthe signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to\nLicensee is Licensee's notice that the Deposit Materials have been received and\naccepted by DSI. Licensee understands and agrees that it will receive the most\nrecent copy or copies of Exhibit B, which may predate the License Agreement.\n\n        1.5 DEPOSIT UPDATES. Unless otherwise provided by the License Agreement,\nBroadVision shall update the Deposit Materials within 30 days of each standard\nrelease (as defined in the License Agreement) of the Deposit Materials. Such\nupdates will be added to the existing deposit. All deposit updates shall be\nlisted on a new Exhibit B and the new Exhibit B shall be signed by\n\n                                                                    Page 1 of 10\n\n\n\n   19\nBroadVision. Each Exhibit B will be held and maintained separately within the\nescrow account. An independent record will be created which will document the\nactivity for each Exhibit B. The processing of all deposit updates shall be in\naccordance with Sections 1.2 through 1.4 above. All references in this Agreement\nto the Deposit Materials shall include the initial Deposit Materials and any\nupdates.\n\n        1.6 REMOVAL OF DEPOSIT MATERIALS. The Deposit Materials may be removed\nor exchanged only on written instructions signed by BroadVision and Licensee, or\nas otherwise provided in this Agreement.\n\n2.      CONFIDENTIALITY AND RECORD KEEPING.\n\n        2.1 CONFIDENTIALITY. DSI shall maintain the Deposit Materials in a\nsecure, environmentally safe, locked receptacle which is accessible only to\nauthorized employees of DSI. DSI shall have the obligation to reasonably protect\nthe confidentiality of the Deposit Materials. Except as provided in this\nAgreement, DSI shall not disclose, transfer, make available, or use the Deposit\nMaterials. DSI shall not disclose the content of this Agreement to any third\nparty. If DSI receives a subpoena or other order of a court or other judicial\ntribunal pertaining to the disclosure or release of the Deposit Materials, DSI\nwill immediately notify the parties to this Agreement. It shall be the\nresponsibility of BroadVision and Licensee to challenge any such order;\nprovided, however, that DSI does not waive its rights to present its position\nwith respect to any such order. DSI will not be required to disobey any court or\nother judicial tribunal order.\n\n        2.2 STATUS REPORTS. DSI will issue to BroadVision and each Licensee a\nreport profiling the account history at least semi-annually. DSI may provide\ncopies of the account history pertaining to this Agreement upon the request of\nany party to this Agreement.\n\n        2.3 AUDIT RIGHTS. During the term of this Agreement, BroadVision and\nLicensee shall each have the right to inspect the written records of DSI\npertaining to this Agreement. Any inspection shall be held during normal\nbusiness hours and following reasonable prior notice.\n\n3.      GRANT OF RIGHTS TO DSI.\n\n        3.1 TITLE TO MEDIA. BroadVision hereby transfers to DSI the title to the\nmedia upon which the Deposit Materials are written or stored. However, this\ntransfer does not include the ownership of the proprietary information and\nmaterials contained on the media, such as any copyright, trade secret, patent or\nother intellectual property rights.\n\n        3.2 RIGHT TO MAKE COPIES. DSI shall have the right to make copies of the\nDeposit Materials as reasonably necessary to perform this Agreement. DSI shall\ncopy all copyright, nondisclosure and other proprietary notices and titles\ncontained on the Deposit Materials onto any copies made by DSI. With all Deposit\nMaterials submitted to DSI, BroadVision shall provide any and all instructions\nas may be necessary to duplicate the Deposit Materials, including but not\nlimited to the hardware and\/or software needed.\n\n        3.3 RIGHT TO SUBLICENSE UPON RELEASE. BroadVision hereby grants to DSI a\nnon-exclusive, irrevocable, perpetual, and royalty-free license to sublicense\nthe Deposit Materials to Licensee upon the release, if any, of the Deposit\nMaterials in accordance with Section 4.5 below. Except upon such a release, DSI\nshall not sublicense or otherwise transfer the Deposit Materials.\n\n4.      RELEASE OF DEPOSIT.\n\n        4.1 RELEASE CONDITIONS. As used in this Agreement, \"Release Conditions\"\nshall mean the following:\n\n               (a) BroadVision's failure to perform maintenance services as\nspecified in the applicable attachment to the License Agreement, which failure\nhas not been cured within the applicable cure period specified in the License\nAgreement; or\n\n               (b) BroadVision's failure to continue to do business in the\nordinary course.\n\n        4.2 FILING FOR RELEASE. If Licensee believes in good faith that a\nRelease Condition has occurred, Licensee may provide to DSI written notice\n\n\n\n   20\nof the occurrence of the Release Condition and a request for the release of the\nDeposit Materials. Upon receipt of such notice, DSI shall provide a copy of the\nnotice to BroadVision, by a nationally recognized overnight courier.\n\n        4.3 CONTRARY INSTRUCTIONS. From the date DSI mails the notice requesting\nrelease of the Deposit Materials, BroadVision shall have ten business days to\ndeliver to DSI Contrary Instructions. \"Contrary Instructions\" shall mean the\nwritten representation by BroadVision that a Release Condition has not occurred\nor has been cured. Upon receipt of Contrary Instructions, DSI shall send a copy\nto Licensee by a nationally recognized overnight courier. Additionally, DSI\nshall notify both BroadVision and Licensee that there is a dispute to be\nresolved pursuant to Section 7.3. Subject to Section 5.2, DSI will continue to\nstore the Deposit Materials without release pending (a) joint instructions from\nBroadVision and Licensee, (b) resolution pursuant to Section 7.3, or (c) order\nof a court.\n\n        4.4 RELEASE OF DEPOSIT. If DSI does not receive Contrary Instructions\nfrom the BroadVision, DSI is authorized to release the Deposit Materials to\nLicensee or, if more than one beneficiary is registered to the deposit, to\nrelease a copy of the Deposit Materials to the Licensee. However, DSI is\nentitled to receive any fees due DSI before making the release. This Agreement\nwith respect to a particular Licensee will terminate upon the release of the\nDeposit Materials held by DSI to such Licensee.\n\n        4.5 USE LICENSE FOLLOWING RELEASE. Unless otherwise provided in the\nLicense Agreement, upon release of the Deposit Materials in accordance with this\nSection 4, BroadVision hereby grants to Licensee a non-exclusive,\nnon-transferable, non-sublicenseable license to use the Deposit Materials to\nmaintain and support the Software (as defined in the License Agreement) in order\nfor Licensee to continue using the Software in accordance with the terms of the\nLicense Agreement. Licensee may not reproduce, distribute, create derivative\nworks of, publicly perform, publicly display or digitally perform the Deposit\nMaterials. Licensee shall not have the right to enhance the Software or add any\nnew functionality to the Software. Licensee shall continue to pay all royalties\nwhich accrue under the License Agreement based on continued use of the Software\n(including without limitation any fees attributable to the number of profiled\nusers), and Licensee's failure to make such payments when due shall terminate\nthis license. The Deposit Materials shall be deemed Confidential Information\nunder the License Agreement, and all confidentiality obligations therein shall\napply to the Deposit Materials in perpetuity.\n\n5.      TERM AND TERMINATION.\n\n        5.1 TERM OF AGREEMENT. The initial term of this Agreement is for a\nperiod of one year. Thereafter, this Agreement shall automatically renew from\nyear-to-year unless (a) with respect to a Licensee, BroadVision and such\nLicensee jointly instruct DSI in writing that the Agreement is terminated; or\n(b) the Agreement is terminated by DSI for nonpayment in accordance with Section\n5.2. If the Acceptance Form has been signed at a date later than this Agreement,\nthe initial term of the Acceptance Form will be for one year with subsequent\nterms to be adjusted to match the anniversary date of this Agreement. If the\ndeposit materials are subject to another escrow agreement with DSI, DSI reserves\nthe right, after the initial one year term, to adjust the anniversary date of\nthis Agreement to match the then prevailing anniversary date of such other\nescrow arrangements.\n\n        5.2 TERMINATION FOR NONPAYMENT. In the event of the nonpayment of fees\nowed to DSI, DSI shall provide written notice of delinquency to all parties to\nthis Agreement. Any party to this Agreement shall have the right to make the\npayment to DSI to cure the default. If the past due payment is not received in\nfull by DSI within one month of the date of such notice, then DSI shall have the\nright to terminate this Agreement at any time thereafter by sending written\nnotice of termination to all parties. DSI shall have no obligation to take any\naction under this Agreement so long as any payment due to DSI remains unpaid.\n\n        5.3 DISPOSITION OF DEPOSIT MATERIALS UPON TERMINATION. Upon termination\nof this Agreement by joint instruction of BroadVision and a Licensee, DSI shall\ndestroy, return, or otherwise deliver the Deposit Materials in accordance with\nsuch instructions. Upon termination for nonpayment, DSI may, at its sole\ndiscretion, destroy the Deposit Materials or return them to BroadVision. DSI\nshall have no obligation to return or destroy the Deposit\n\n                                                                    Page 3 of 10\n\n\n\n   21\nMaterials if the Deposit Materials are subject to another escrow agreement with\nDSI.\n\n        5.4 SURVIVAL OF TERMS FOLLOWING TERMINATION. Upon termination of this\nAgreement, Sections 3.3, 4.5, 6.2 and 7 of this Agreement shall survive:\n\n6.      DSI'S FEES.\n\n        6.1 FEE SCHEDULE. Each Licensee shall pay to DSI its standard fees and\nexpenses applicable to the services provided for Licensee. DSI shall notify\nLicensee at least 90 days prior to any increase in fees. For any service not\nlisted on DSI's standard fee schedule, DSI will provide a quote prior to\nrendering the service, if requested.\n\n        6.2 PAYMENT TERMS. DSI shall not be required to perform any service\nunless the payment for such service and any outstanding balances owed to DSI are\npaid in full. All other fees are due upon receipt of invoice. If invoiced fees\nare not paid, DSI may terminate this Agreement in accordance with Section 5.2.\nLate fees on past due amounts shall accrue at the lesser of the rate of one and\none-half percent per month (18% per annum) from the date of the invoice or the\nmaximum rate allowable under applicable law.\n\n7.      LIABILITY AND DISPUTES.\n\n        7.1 RIGHT TO RELY ON INSTRUCTIONS. DSI may act in reliance upon any\ninstruction, instrument, or signature reasonably believed by DSI to be genuine.\nDSI may assume that any employee of a party to this Agreement who gives any\nwritten notice, request, or instruction has the authority to do so. DSI shall\nnot be responsible for failure to act as a result of causes beyond the\nreasonable control of DSI.\n\n        7.2 INDEMNIFICATION. DSI shall be responsible to perform its obligations\nunder this Agreement and to act in a reasonable and prudent manner with regard\nto this escrow arrangement. Provided DSI has acted in the manner stated in the\npreceding sentence, BroadVision and Licensee each agree to indemnify, defend and\nhold harmless DSI from any and all claims, actions, damages, arbitration fees\nand expenses, costs, attorney's fees and other liabilities incurred by DSI\nrelating in any way to this escrow arrangement.\n\n        7.3 DISPUTE RESOLUTION. Any dispute relating to or arising from this\nAgreement shall be resolved by arbitration under the Commercial Rules of the\nAmerican Arbitration Association. Unless otherwise agreed by BroadVision and\nLicensee, arbitration will take place in Palo Alto, California, U.S.A. Any court\nhaving jurisdiction over the matter may enter judgment on the award of the\narbitrator(s). Service of a petition to confirm the arbitration award may be\nmade by nationally recognized overnight courier to the attorney for the party\nor, if unrepresented, to the party at the last known business address.\n\n        7.4 CONTROLLING LAW. This Agreement is to be governed and construed in\naccordance with the laws of the State of California, without regard to its\nconflict of law provisions.\n\n        7.5 NOTICE OF REQUESTED ORDER. If any party intends to obtain an order\nfrom the arbitrator or any court of competent jurisdiction which may direct DSI\nto take, or refrain from taking any action, that party shall:\n\n               (a) Give DSI at least two business days' prior notice of the\nhearing;\n\n               (b) Include in any such order that, as a precondition to DSI's\nobligation, DSI be paid in full for any past due fees and be paid for the\nreasonable value of the services to be rendered pursuant to such order; and\n\n               (c) Ensure that DSI not be required to deliver the original (as\nopposed to a copy) of the Deposit Materials if DSI may need to retain the\noriginal in its possession to fulfill any of its other escrow duties.\n\n8.      GENERAL PROVISIONS.\n\n        8.1 ENTIRE AGREEMENT. This Agreement, which includes the Acceptance Form\nand the Exhibits described herein, embodies the entire understanding between all\nof the parties with respect to its subject matter and supersedes all previous\ncommunications, representations or understandings,\n\n                                                                    Page 4 of 10\n\n\n\n   22\neither oral or written. No amendment or modification of this Agreement shall be\nvalid or binding unless signed by all the parties hereto, except Exhibit A need\nnot be signed by DSI and Exhibit B need not be signed by Licensee.\n\n        8.2 NOTICES. All notices, invoices, payments, deposits and other\ndocuments and communications shall be given to the parties at the addresses\nspecified in the attached Exhibit C and Acceptance Form. It shall be the\nresponsibility of the parties to notify each other as provided in this Section\nin the event of a change of address. The parties shall have the right to rely on\nthe last known address of the other parties. Unless otherwise provided in this\nAgreement, all documents and communications may be delivered by certified mail,\nreturn receipt requested.\n\n        8.3 SEVERABILITY. In the event any provision of this Agreement is found\nto be invalid, voidable or unenforceable, the parties agree that unless it\nmaterially affects the entire intent and purpose of this Agreement, such\ninvalidity, voidability or unenforceability shall affect neither the validity of\nthis Agreement nor the remaining provisions herein, and the provision in\nquestion shall be deemed to be replaced with a valid and enforceable provision\nmost closely reflecting the intent and purpose of the original provision.\n\n        8.4 SUCCESSORS. This Agreement shall be binding upon and shall inure to\nthe benefit of the successors and assigns of the parties. However, DSI shall\nhave no obligation in performing this Agreement to recognize any successor or\nassign of BroadVision or Licensee unless DSI receives clear, authoritative and\nconclusive written evidence of the change of parties.\n\nBROADVISION, INC.                       DATA SECURITIES INTERNATIONAL, INC.\n\nBy:                                     By:\n   -------------------------------         -------------------------------\nName:                                   Name:\n     -----------------------------           -----------------------------\nTitle:                                  Title:\n      ----------------------------            ----------------------------\nDate:                                   Date:\n     -----------------------------           -----------------------------\n\n                                                                    Page 5 of 10\n\n\n\n   23\n                                 ACCEPTANCE FORM\n\n                    Account Number _________________________\n\n__________________ hereby (i) acknowledges that it is a Licensee referred to in\nthe Master Preferred Escrow Agreement effective June ____, 1996 with Data\nSecurities International, Inc. as the escrow agent and BroadVision, Inc. as the\nDepositor and (ii) agrees to be bound by all provisions of such Agreement.\n\n                                           [Licensee]\n\n                                           By:\n---------------------------------\n                                           Name:\n                                                ------------------------------\n                                           Title:\n                                                 -----------------------------\n                                           Date:\n                                                ------------------------------\n\nNotices and communications\nshould be addressed to:                     Invoices should be addressed to:\n\nLicensee Name:\n              -----------------------       -----------------------------------\nAddress:\n        -----------------------------       -----------------------------------\n\n-------------------------------------       ------------------------------------\n\n-------------------------------------       ------------------------------------\n\nDesignated Contact:                         Contact:\n                   ------------------               ---------------------------\nTelephone:\n          ---------------------------       -----------------------------------\n\nFacsimile:\n          ---------------------------       -----------------------------------\n\nBroadVision hereby enrolls Licensee to the following account(s):\n\nAccount Name                                Account Number\n------------                                --------------\n\n-------------------------------------       ------------------------------------\n\n-------------------------------------       ------------------------------------\n\n-------------------------------------       ------------------------------------\n\nBROADVISION, INC.                           DATA SECURITIES INTERNATIONAL, INC.\n\nBy:                                         By:\n   ----------------------------------          --------------------------------\nName:                                       Name:\n     --------------------------------            ------------------------------\nTitle:                                      Title:\n      -------------------------------             -----------------------------\nDate:                                       Date:\n     --------------------------------            ------------------------------\n\n                                                                    Page 6 of 10\n\n\n\n   24\n                                    EXHIBIT A\n\n                            MATERIALS TO BE DEPOSITED\n\n                      Account Number ______________________\n\nBroadVision represents to Licensee that Deposit Materials delivered to DSI shall\nconsist of the following:\n\nBROADVISION, INC.                         LICENSEE\n\nBy:                                       By:\n   -------------------------------           -------------------------------\n\nName:                                     Name:\n     -----------------------------             -----------------------------\nTitle:                                    Title:\n      ----------------------------              ----------------------------\n\nDate:                                     Date:\n     -----------------------------             -----------------------------\n\n                                                                    Page 7 of 10\n\n\n\n   25\n                                    EXHIBIT B\n\n                        DESCRIPTION OF DEPOSIT MATERIALS\n\nAccount Number:_______________________________\nCompany Name: BROADVISION, INC.\n\nDEPOSIT TYPE: _________Initial__________ Supplemental\n\nENVIRONMENT\nHost System CPU\/OS_____________________ Version_______________\nBackup________________ Source System CPU\/OS___________________\nVersion_______________ Compiler________________ Special\nInstructions:_____________________________________\n\nDEPOSIT COPYING REQUIREMENT:\nHardware needed:________________________________________________________________\nSoftware needed\/Instructions:___________________________________________________\n\nDEPOSIT MATERIALS:\nExhibit B Name________________________________ Version__________________________\n\nItem label description                  Media                        Quantity\n\nFor BroadVision, I certify that the above For DSI, I certify that the deposit\ndescribed Deposit Materials have been inspection has been completed transmitted\nto DSI: (any exceptions are noted above):\n\nBy                                           By\n  -------------------------------              -------------------------------\nPrint Name                                   Print Name\n          -----------------------                      -----------------------\nDate                                         Date of Acceptance\n    -----------------------------                              ---------------\n                                             ISE             EX. B#\n                                                ------------        -----------\n\n      Send materials to: DSI, 9555 Chesapeake Dr. #200, San Diego, CA 92123\n\n                                                                    Page 8 of 10\n\n\n\n   26\n                                    EXHIBIT C\n\n                               DESIGNATED CONTACT\n\n                    Master Number ___________________________\n\nNotices and communications\nshould be addressed to:                    Invoices should be addressed to:\n\nCompany Name: BroadVision, Inc.            333 Distel Circle\nAddress: 333 Distel Circle                 Los Altos, CA 94022\n         Los Altos, CA 94022               Contact: Chief Financial Officer\nDesignated Contact: Controller\nTelephone: (415) 943-3600\nFacsimile: (415) 943-____\n\nRequests to change the designated contact should be given in writing by the\ndesignated contact or an authorized employee.\n\nContracts, Deposit Materials and notices  Invoice inquiries and fee remittances\nto DSI should be addressed to:            to DSI should be addressed to:\n\nDSI                                       DSI\nContract Administration                   Accounts Receivable\nSuite 200                                 Suite 1450\n9555 Chesapeake Drive                     425 California Street\nSan Diego, CA 92123                       San Francisco, CA 94104\nTelephone: (619) 694-1900                 (415) 398-7900\nFacsimile: (619) 694-1919                 (415) 398-7914\n\n\nDate:\n     -------------------------------\n\n                                                                    Page 9 of 10\n\n\n\n   27\n                       ADDITIONAL ESCROW ACCOUNT AMENDMENT\n                      TO MASTER PREFERRED ESCROW AGREEMENT\n\n                        Master Number __________________\n\n\n                      New Account Number _________________\n\nBroadVision, Inc. (\"BroadVision\") has entered into a Master Preferred Escrow\nAgreement with Data Securities International, Inc. (\"DSI\"). Pursuant to that\nAgreement, BroadVision may deposit certain Deposit Materials with DSI.\n\nBroadVision desires that new Deposit Materials be held in a separate account and\nbe maintained separately from the existing account. By execution of this\nAmendment, DSI will establish a separate account for the new Deposit Materials.\nThe new account will be referenced by the following name:____________________.\n\nBroadVision hereby agrees that all terms and conditions of the existing Master\nPreferred Escrow Agreement previously entered into by BroadVision and DSI will\ngovern this account. The termination or expiration of any other account of\nBroadVision will not affect this account.\n\nBROADVISION, INC.                            DATA SECURITIES INTERNATIONAL, INC.\n\nBy:                                          By:\n   -------------------------------              -------------------------------\n\nName:                                        Name:\n     -----------------------------                -----------------------------\n\nTitle:                                       Title:\n      ----------------------------                 ----------------------------\nDate:                                        Date:\n     -----------------------------                -----------------------------\n\n                                                                   Page 10 of 10\n\n\n\n<type>EX-10.6\n<sequence>11\n<description>EXHIBIT 10.6\n\n   1\n                                                                    Exhibit 10.6\n\n\n                         CONCENTRIC NETWORK CORPORATION\n\n                   10590 N. TANTAU AVENUE, CUPERTINO, CA 95014\n\n               CONCENTRIC HOST SERVER SOLUTIONS SERVICE AGREEMENT\n\nThis Concentric Host Server Solutions Service Agreement (\"Agreement\") is made\nand entered into on this 29th day of January, 1999 (\"Effective Date\"), by and\nbetween Concentric Network Corporation, Inc., a Delaware corporation\n(\"Concentric\"), and Corio Corporation (\"Customer\"), a Delaware corporation with\nits principal place of business at 700 Bay Road, Suite 210, Redwood City, CA\n94063.\n\nThe Parties hereto agree as follows:\n\n1.0     SERVICES\n\nSubject to the terms and conditions of this Agreement, during the term of this\nAgreement, Concentric will provide to Customer the goods and services\n(collectively, the \"Services\") as described and selected in the applicable\nCo-location Order Form(s), and\/or the Managed Server Order Form(s) (each an\n\"Order Form\") attached hereto as Exhibit A.\n\n2.0     PAYMENT AND INVOICES\n\n2.1     Fees. Customer shall pay Concentric all fees indicated on the applicable\nOrder Form. These fees and charges may include a one-time set-up charge, as well\nas certain monthly fees. During the term of this Agreement the fees shall be\nfixed; however, should Concentric's general fees for the Services decrease\nduring the term, Customer's fees will be adjusted accordingly.\n\n2.2     Payment Terms. Concentric shall invoice Customer monthly, at the end of\neach month, for the fees payable under this Agreement pursuant to the applicable\nOrder Form, and Customer shall pay Concentric such fees no later than thirty\n(30) days after the invoice date. If Concentric does not receive payment in full\nfor each invoice within thirty (30) days after the invoice date, Concentric may\nadd to Customer's account a late charge of 1.5% per month, or the maximum amount\nallowed by law, whichever is less.\n\n2.3     Taxes. All fees are in United States dollars and exclude any applicable\ntaxes. Customer shall pay, indemnify and hold Concentric harmless from all\nsales, use, value added or other taxes of any nature, other than taxes on\nConcentric's net income, including penalties and interest, and all government\npermit or license fees assessed upon or with respect to any fees due under this\nAgreement (except to the extent Customer provides Concentric with a valid tax\nexemption certificate). If any applicable foreign law requires Customer to\nwithhold amounts from any payments to Concentric hereunder: (a) Customer shall\naffect such withholding, remit such amounts to the appropriate taxing\nauthorities and promptly furnish Concentric with tax receipts evidencing the\npayments of such amounts; and (b) the sum payable by Customer upon which the\ndeduction or withholding is based shall be increased to the extent necessary to\nensure that, after such deduction or withholding, Concentric receives and\nretains, free from liability for such deduction or withholding, a net amount\nequal to the amount Concentric would have received and retained in the absence\nof such required deduction or withholding.\n\n3.0     REPRESENTATIONS AND WARRANTIES\n\n3.1     General. Each party represents and warrants that it has the right and\nauthority to enter into this Agreement, and that by entering into this\nAgreement, it will not violate, conflict with or cause a material default under\nany other contract, agreement, indenture, decree, judgment, undertaking,\nconveyance, lien or encumbrance to which it is a party or by which it or any of\nits property is or may become subject or bound. Each party shall, at its own\nexpense, make, obtain, and maintain in force at all times during the term of\nthis Agreement, all applicable filings, registrations, reports, licenses,\npermits and authorizations necessary to perform its obligations under this\nAgreement.\n\n3.2     Compliance with Laws. Customer represents and warrants that no consent,\napproval or authorization of or designation, declaration or filing with any\ngovernmental authority is required in connection with the valid execution,\ndelivery and performance of this Agreement. Each party shall, at its own\nexpense, comply with all laws, regulations and other legal requirements that\napply to it and this Agreement, including copyright, privacy and communications\ndecency laws.\n\n3.3     Acceptable Use.\n\n(a)     Customer is solely responsible for the content of any postings, data or\ntransmissions using the Services, or any other use of the Services by Customer\nor by any person or entity Customer permits to access the Services. Customer\nrepresents and warrants that it will: (a) not use any Concentric equipment or\nservices in a manner that: (i) is prohibited by any law or regulation or\nConcentric policy, or to facilitate the violation of any law or regulation or\nsuch policy; or (ii) will disrupt third parties' use or enjoyment of any\ncommunications service or outlet; (b) not violate or tamper with the security of\nany Concentric computer equipment or program; and (c) enter into an agreement\nwith each of its end-users sufficient to comply with the terms herein. If\nConcentric has reasonable grounds to believe that Customer is utilizing the\nServices for any such illegal purpose, as stated above in (a)(i), or disruptive\npurpose, as stated above in (a)(ii) or (b), Concentric may suspend or terminate\nServices immediately upon notice to Customer. Except for actions requiring\nimmediate action as required by government regulation or by law, or required to\nprotect Concentric's network, Concentric will make best efforts to notify\nCustomer in advance of actions it may take to limit Customer's or its User's\naccess to the network.\n\n(b)     Customer acknowledges and expressly agrees that Concentric will not be\nliable to Customer or its customers for any action Concentric takes to remove or\nrestrict access to obscene, indecent or offensive content made available by\nCustomer, not for\n\n* Certain information on this page has been omitted and filed \n  separately with the Commission. Confidential treatment has \n  been requested with respect to the omitted portions.\n\nServerSolutions092298            Confidential                        Page 1 of 5\n\n\n\n   2\nany action taken to restrict access to material made available in violation of\nany law, regulation or rights of a third party, including but not limited to,\nrights under the copyright law and prohibitions on libel, slander and invasion\nof privacy.\n\n3.4     Facilities\n\nConcentric warrants that the data center facilities in which Customer's\nserver(s) reside will maintain the following features:\n\n*       Secure, scalable areas including cabinets, racks, shelves, locked cages\n        and suites\n\n*       Telco hardened\n\n*       Environmental controls\n\n*       Redundant heating, ventilation and air condition systems'\n\n*       Physically secure with escorted access at all times\n\n*       Fire Master 200 Fire Suppression System\n\n*       Redundant, built-in, clean, continuous power distribution units to\n        servers\n\n*       Redundant power: UPS and diesel generator power back-up\n\n3.5     DISCLAIMER. THE WARRANTIES SET FORTH IN THIS SECTION 3 ARE THE ONLY\nWARRANTIES MADE BY CONCENTRIC. CONCENTRIC MAKES NO OTHER WARRANTIES OF ANY KIND,\nEXPRESS OR IMPLIED, WITH RESPECT TO ITS SERVICES, ANY RELATED SERVICE OR\nSOFTWARE, OR THE FITNESS OF THE SPACE FOR CUSTOMER'S USE CONCENTRIC HEREBY\nEXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A\nPARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES ARISING FROM A\nCOURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION GIVEN\nBY CONCENTRIC, ITS EMPLOYEES, LICENSORS OR THE LIKE WILL CREATE A. WARRANTY.\n\n4.0     LIMITATION OF LIABILITY\n\nEXCEPT FOR CUSTOMER'S OBLIGATIONS TO PROVIDE NON LIABILITY FOR CONCENTRIC\nPURSUANT TO SECTION 3.3(b), UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL\n(A) EITHER PARTY OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR\nPROVIDING THE SERVICES, OR (B) WITH REGARD TO THIRD-PARTY SOFTWARE, THE\nAPPLICABLE LICENSOR, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR\nCONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE\nSERVICES, OR, IF APPLICABLE, THE THIRD-PARTY SOFTWARE, INCLUDING BUT NOT LIMITED\nTO LOSS OF REVENUE OR LOST PROFITS, OR DAMAGES THAT RESULT FROM MISTAKES,\nOMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES,\nDELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION\nOR UNAUTHORIZED ACCESS TO CONCENTRIC'S RECORDS, PROGRAMS OR SERVICES, EVEN IF\nSUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF\nANY BREACH BY CONCENTRIC OF THIS AGREEMENT, CONCENTRIC'S LIABILITY TO CUSTOMER\nWILL NOT EXCEED THE AMOUNT PAID TO CONCENTRIC BY CUSTOMER DURING THE PREVIOUS\nTWELVE MONTHS. IN THE EVENT OF ANY BREACH BY THE THIRD-PARTY LICENSOR OF THIS\nAGREEMENT, SUCH LICENSOR'S LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNT PAID\nFOR SUCH THIRD-PARTY SOFTWARE.\n\n5.0     CONFIDENTIAL INFORMATION\n\n5.1     Definition. For purposes of this Agreement \"Confidential Information\"\nshall mean information including, without limitation, computer programs, code,\nalgorithms, names and expertise of employees and consultants, know-how,\nformulas, processes, ideas, inventions (whether patentable or not), schematics\nand other technical, business, financial and product development plans,\nforecasts, strategies and information marked \"Confidential\", or if disclosed\nverbally, is identified as confidential at the time of disclosure. In addition\nto the foregoing, with respect to Third-Party Software (as defined below),\nConfidential Information shall also include any source or object codes,\ntechnical data, data output of such software, Documentation (as defined below),\nor correspondence owned by the applicable Licensor. Confidential Information\nexcludes information that: (i) was or becomes publicly known through no fault of\nthe receiving party; (ii) was rightfully known or becomes rightfully known to\nthe receiving party without confidential or proprietary restriction from a\nsource other than the disclosing party; (iii) is independently developed by the\nreceiving party without the participation of individuals who have had access to\nthe Confidential Information; (iv) is approved by the disclosing party for\ndisclosure without restriction in a written document which is signed by a duly\nauthorized officer of such disclosing party; and (v) the receiving party is\nlegally compelled to disclose; provided, however, that prior to any such\ncompelled disclosure, the receiving party will (a) assert the privileged and\nconfidential nature of the Confidential Information against the third party\nseeking disclosure and (b) cooperate fully with the disclosing party in\nprotecting against any such disclosure and\/or obtaining a protective order\nnarrowing the scope of such disclosure and\/or use of the Confidential\nInformation. In the event that such protection against disclosure is not\nobtained, the receiving party will be entitled to disclose the Confidential\nInformation, but only as, and to the extent, necessary to legally comply with\nsuch compelled disclosure.\n\n5.2     Nondisclosure. Until the later of three (3) years from the Effective\nDate, or the expiration of the then current term as set forth on the Order From,\neach party agrees to maintain all Confidential Information in confidence to the\nsame extent that it protects its own similar Confidential Information, but in no\nevent less than reasonable care, and to use such Confidential Information only\nas permitted under this Agreement; in addition, with respect to the Confidential\nInformation of the Third-Party Software Licensor, Customer agrees that it shall\nnot use or disclose such information at any time either during the Term or after\nthe termination of this Agreement, except as required by law. Each party agrees\nto take all reasonable precautions to prevent any unauthorized disclosure or use\nof Confidential Information including, without limitation disclosing\nConfidential Information only to its employees: (a) with a need to know to\nfurther permitted uses of such information: (b) who are parties to appropriate\nagreements sufficient to comply with this Section 5; and (c) who are informed of\nthe nondisclosure\/non-use obligations imposed by this Section 5; and both\nparties shall take appropriate steps to implement and enforce such\nnon-disclosure\/non-use obligations.\n\n5.3     Terms of Agreement Confidential. Subject to Section 7.1, each of the\nparties agrees not to disclose to any third party the terms of this Agreement\nwithout the prior written consent of the other party hereto, except to advisors,\ninvestors and others on a need-to-know basis under circumstances that reasonably\nensure the confidentiality thereof, or to the extent required by law.\n\n5.4     Injunctive Relief. In the event of an actual or threatened breach of the\nabove confidentiality provisions, the nonbreaching party will have no adequate\nremedy at law and will\n\nServerSolutions092298            Confidential                        Page 2 of 5\n\n\n\n   3\nbe entitled to immediate injunctive and other equitable relief, without bond and\nwithout the necessity of showing actual money damages.\n\n6.0     TERM AND TERMINATION\n\n6.1     Term. The term of this Agreement will commence on the Effective Date and\ncontinue for the term for [*]. Upon written notice thirty (30) days or more\nprior to the expiration of the initial term, Customer will indicate whether to\nextend the term for an additional [*] or such term as Customer may request, or\nlet the Agreement expire. Absent written notice by either party thirty (30) days\nprior to the end of the initial term, this Agreement will automatically renew\nfor successive one (1) year terms under the prices then in effect for the\nServices.\n\n6.2     Termination. A party may terminate this Agreement upon written notice to\nthe other party;\n\n(a)     For any material breach of this Agreement, which the defaulting party\nfails to cure within thirty (30) days following written notice by the\nnon-defaulting party of such breach; or\n\n(b)     Upon the other party's insolvency or liquidation as a result of which\nsuch party ceases to do business for a continuous period of at least three (3)\nmonths.\n\n6.3     Effect of Termination.\n\n(a)     If Customer terminates this Agreement for its convenience prior to the\nexpiration of the initial term or any renewal term, Customer will be liable for\nand pay Concentric the difference between the fees paid and calculated at the\ndiscount level corresponding to the term elected by Customer and the fees paid\nand calculated at the discount level earned.\n\n(b)     Customer shall comply with all applicable procedures related to\nequipment removal upon termination. The obligations of Sections 3, 4, 5, 6.3 and\n9 will survive any expiration or earlier termination of this Agreement. In the\nevent of any expiration or earlier termination of this Agreement, Customer will\n(a) if applicable, immediately stop using the Third-Party Software, and in the\napplicable Licensor's sole discretion, return or destroy all copies of the\nThird-Party Software, Documentation (each as defined below) and data output of\nsuch software; and (b) be obligated to pay to Concentric fees and charges\nincurred prior to termination. In addition, if Customer fails to pay any\ninvoice(s) for forty five (45) days or more from the date of such invoice,\nCustomer shall be denied access to the Space (as defined below) until such time\nas the invoice(s) has been paid in full. Finally, within ten (10) days after the\ntermination of this Agreement, if requested, Customer shall return to the\ndisclosing party all originals and copies of all Confidential Information which\nhas been fixed in any tangible medium of expression. If return of digital copies\nis impractical, Customer may destroy the digital copies and send the disclosing\nparty written certification of such destruction.\n\n7.0     MARKETING AND PROMOTION\n\n7.1     Press Release. The parties may agree to cooperate to prepare and release\na joint press release regarding this Agreement, subject to the approval of each\nparty, which must not be unreasonably withheld or delayed.\n\n8.0     FACILITIES\n\n8.1     The following terms and conditions will apply only if Customer has\nfilled out the Co-Location Order Form:\n\n(a)     License to Occupy. For purposes of this Agreement, \"Space\" means the\nConcentric facilities where Customer's hardware and software are stored and\noperated. Concentric grants to Customer a non-exclusive license to occupy the\nSpace. Customer acknowledges that it has been granted only a license to occupy\nthe Space and that it has not been granted any real property interests in the\nSpace.\n\n(b)     Services. Concentric will provide Customer with the services\n(\"Services\") as specified in the Order Form (i.e., \"Remote Hands\").\n\n(c)     Exclusions. Services shall not include services for problems arising out\nof modification, alteration or addition or attempted modification, alteration or\naddition of hardware undertaken by persons other than Concentric or Concentric's\nauthorized representatives.\n\n(d)     Material and Changes. Customer shall comply with all applicable rules\nand regulations, including equipment installation or de-installation, and\nalteration of the Space. Customer shall not make any changes or material\nalterations to the interior or exterior portions of the Space, including any\ncabling or power supplies for its hardware. Customer agrees not to erect any\nsigns or devices to the exterior portion of the Space.\n\n(e)     Damage. Customer agrees to reimburse Concentric for all reasonable\nrepair or restoration costs associated with damage or destruction caused by\nCustomer's personnel, Customer's agents, Customer's suppliers\/contractors, or\nCustomer's visitors during the term or as a consequence of Customer's removal of\nits hardware or property installed in the Space.\n\n(f)     Insurance. Unless otherwise agreed, Customer shall maintain, at\nCustomer's expense, (i) Comprehensive General Liability Insurance in an amount\nnot less than one million dollars ($1,000,000) per occurrence for bodily injury\nor property damage; (ii) Employer's Liability in an amount not less than one\nmillion dollars ($1,000,000) per occurrence, (iii) Worker's Compensation in an\namount not less than that prescribed by statutory limits and (iv) Property\nInsurance on an \"all risk\" form covering equipment and personal property owned\nor leased by Customer and used or stored on Concentric's premises. Such\nComprehensive General Liability Insurance shall have an additional insured\nendorsement naming Concentric Network Corporation, and shall be primary and\nnon-contributing with any insurance policies carried by Concentric. Customer\nshall also maintain insurance covering the equipment or property owned or leased\nby Customer against loss or physical damage. If so requested, Customer will\nprovide CNC written evidence of insurance coverage consistent with the\nrequirements of this subsection.\n\n(g)     Customer Duties. Customer shall document and promptly report all errors\nor malfunctions of the hardware to Concentric. Concentric shall take all steps\nnecessary to carry out procedures for the rectification of errors or\nmalfunctions within a reasonable time. Customer shall maintain a current backup\ncopy of all programs and data. Customer shall properly train its personnel in\nthe use of the hardware.\n\nServerSolutions092298            Confidential                        Page 3 of 5\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n   4\n(h)     Third-Party Software. For purposes of this Agreement, \"Third-Party\nSoftware\" means those products indicated as such on the Order Form. If Customer\npurchases any Third-Party Software, Customer hereby agrees to be bound by the\nfollowing terms and conditions, and further agrees to enter into all applicable\nagreements, if any, which such third-party requires of Concentric:\n\ni.      Customer is granted a non-exclusive, nontransferable right to install\nand use the Third-Party Software in object code form only, accompanying\ndocumentation (\"Documentation\"), and data output of such software solely for\nCustomer's internal use. Such license is not transferable or assignable by\nCustomer, in whole or in part, whether voluntarily or by merger, consolidation\nor sale, or otherwise by operation of law. Customer may make one backup copy of\nthe Third-Party Software for archival purposes only.\n\nii.     Title to the Third-Party Software shall be retained by the applicable\nLicensor of such software. No right, title, or interest in the Third-Party\nSoftware or Documentation is granted or conveyed to Customer by implication or\notherwise.\n\niii.    Customer acknowledges that the applicable Licensor can only control such\nLicensor's servers and therefore such Licensor cannot guarantee delivery of all\ndata output requested by Customer in any given time period.\n\niv.     Except for any backup archival copies permitted herein, Customer may\nnot, and shall not allow others to, copy, modify, translate, disassemble,\ndecompile, reverse engineer or create derivative works of the Third-Party\nSoftware, Documentation or data output of such software.\n\nv.      Customer shall not disclose the results of any, benchmark tests of the\nThird-Party Software or data output of such software to any third party; provide\nthird parties access to the Third-Party Software, Documentation or data output;\nsublicense, rent, lease, barter, sell, or otherwise distribute the Third-Party\nSoftware, Documentation or any data output; or use any technical information in\nany way related to or acquired by use of the Third-Party Software for the\nprospective economic advantage of any third-party. Notwithstanding the\nforegoing, Customer may publish and disseminate summaries of the data output\nperformed and transmitted by the Third-Party Software provided that Customer\nattributes the applicable Licensor as the source of the data output or\ninformation on which such summaries are based.\n\nvi.     CUSTOMER HEREBY ACCEPTS THE SOFTWARE AND DATA \"AS IS\" WITH NO EXPRESS OR\nIMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION,\nWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE\nAPPLICABLE LICENSOR NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME\nFOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE SOFTWARE, DATA OR ANY OTHER\nINFORMATION, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF THE\nDELIVERY, INSTALLATION, SUPPORT OR USE OF THE SOFTWARE, INFORMATION OR DATA.\nSUCH LICENSOR DOES NOT WARRANT THE RESULTS OF ANY PROGRAM OR SERVICE OR THAT ANY\nERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL MEET\nCUSTOMER'S REQUIREMENTS OR EXPECTATIONS. SUCH LICENSOR CANNOT GUARANTEE AND DOES\nNOT WARRANT THE ACCURACY OF THE DATA DELIVERED TO CUSTOMER OR THAT DATA IS\nTRANSMITTED TO CUSTOMER WITHOUT INTERRUPTION OR DELAY. Customer asserts and\nacknowledges that prior to execution of this Agreement, Customer had sufficient\nopportunity to evaluate the Third-Party Software, Documentation, and data output\ndelivery of such software to become familiar with their performance and\noperation.\n\n8.2     The following terms and conditions will apply only if Customer has\nfilled out the Managed Server Order Form:\n\n(a)     Services, Concentric will provide Customer with the services as\nspecified in the Order Form.\n\n(b)     Service Level Agreement. Concentric agrees that its Managed Server\ndowntime will not exceed 4.33 minutes per day, or 30.3 minutes per week, or 130\nminutes per month. If in any calendar month. Customer's server is down for more\nthan 130 minutes (exclusive of (i) scheduled maintenance windows and (ii)\ncustomer enabled faults), Concentric will credit to Customer's account\ntwenty-five percent (25%) of such month's Managed Server fee, as set forth in\nthe Order Form.\n\n8.3     Regulations. Customer shall comply with all applicable operational rules\nand regulations, while on Concentric's premises and while under Concentric\nescort. Concentric may, in its sole discretion, limit Customer's access to a\nreasonable number of authorized Customer employees or designees. Customer shall\nnot interfere with any other customers of Concentric, or such other customers'\nuse of Concentric's facilities.\n\n8.4     Assumption of Risk. Customer hereby assumes any and all risks associated\nwith Customer, its agents (including contractors and sub-contractors) or\nemployees' use of the Space and shall indemnify, defend and hold harmless\nConcentric from any and all claims, liabilities, judgments, causes of action,\ndamages, costs, and expenses (including reasonable attorneys' and experts'\nfees), caused by or arising in connection with such use.\n\n9.0     GENERAL PROVISIONS\n\n9.1     Assignment. This Agreement will be binding upon, and inure to the\nbenefit of, the parties hereto and their respective successors and assigns.\nNotwithstanding the above, neither party may assign its rights or obligations\nunder this Agreement without the prior written consent of the other party. Any\nassignment in violation of this Section shall be null and void. Notwithstanding\nthe above, either party, without approval from the other party, may reassign\nthis Agreement through merger or acquisition where a third party acquires a\nmajority interest in the assets of such party.\n\n9.2     Independent Contractors. The parties will have the status of independent\ncontractors, and nothing in this Agreement should be deemed to place the parties\nin the relationship of employer-employee, principal-agent, or partners or in a\njoint venture.\n\n9.3     Waiver. The failure of either party to enforce at any time any of the\nprovisions of this Agreement, or the failure to require at any time performance\nby the other party of any of the provisions of this Agreement, should in no way\nbe construed to be a present or future waiver of such provisions, nor in any way\naffect the right of either party to enforce each and every such provision\nthereafter. The express waiver by either party of any provision, condition or\nrequirement of this Agreement will not constitute a waiver of any future\nobligation to comply with such provision, condition or requirement.\n\nServerSolutions092298            Confidential                        Page 4 of 5\n\n\n\n   5\n9.4     Severability. If any provision of this Agreement is held by a court of\ncompetent jurisdiction to be invalid, illegal, or unenforceable under present or\nfuture laws, such provision will be struck from the Agreement and the remaining\nprovisions of this Agreement shall remain in full force and effect.\n\n9.5     Indemnity.\n\n(a)     Customer shall indemnify, defend and hold harmless Concentric, and\/or,\nif applicable, the Licensor of the Third-Party Software, from any and all\ndamages, liabilities, costs and expenses (including but not limited to\nreasonable attorneys' fees) incurred (a) by Concentric as a result of any\nthreatened or actual suit against Concentric arising out of or in connection\nwith information or content provided, accessed or made available by Customer on\nConcentric's network; and (b) by the applicable Third-Party Software Licensor as\na result of any threatened or actual suit against such Licensor arising from\nCustomer's use, summarization, or dissemination of any data output of such\nsoftware, including, without limitation, trade libel and slander.\n\n(b)     Each of Concentric and Customer shall indemnify, defend and hold\nharmless the other, from any and all damages, liabilities, costs and expenses\n(including but not limited to reasonable attorneys' fees) incurred by the other\nparty's gross negligence or deliberate wrongdoing in performance under this\nAgreement.\n\n9.6     Force Majeure. Either party will be excused from any delay or failure to\nperform any obligation under this Agreement if such failure is caused by the\noccurrence of any event beyond the reasonable control of such party, including\nbut not limited to, acts of God, earthquake, labor disputes and strikes, riots\nor war. The obligations and rights of the party so excused shall be extended on\na day-to-day basis for the period of time equal to that of the underlying cause\nof the delay.\n\n9.7     Governing Law. This Agreement will be deemed to have been made in the\nState of California, and the provisions and conditions of this Agreement will be\ngoverned by and interpreted in accordance with the laws of the State of\nCalifornia, without regard to conflict of laws principles thereof.\n\n9.8     Arbitration. Any dispute or claim arising out of or in connection with\nthis Agreement or the performance, breach or termination thereof, will be\nfinally settled by binding arbitration in San Jose, California under the Rules\nof Arbitration of the American Arbitration Association by an arbitrator\nappointed in accordance with those rules. Judgment on the award rendered by the\narbitrators may be entered in any court having jurisdiction thereof.\nNotwithstanding the foregoing, either party may apply to any court of competent\njurisdiction for equitable relief without breach of this arbitration provision.\n\n9.9     Entire Agreement. This Agreement sets forth the entire agreement and\nunderstanding of the parties with respect to the subject matter hereof, and\nsupersedes all prior agreements and understandings between the parties, whether\nwritten or oral with respect to the subject matter hereof. No modification of\nthis Agreement shall be binding upon the parties hereto unless evidenced in\nwriting duly signed by authorized representatives of the respective parties\nhereto.\n\n9.10    Notices. Any required notices hereunder shall be given in writing via\nelectronic mail and by certified mail or overnight express delivery service\n(such as DHL) at the address of each party above or as indicated on the\napplicable Order Form, or to such other address as either party may from time to\ntime substitute by written notice. Notice shall be deemed served when delivered\nor, if delivery is not accomplished by reason of some fault of the addressee,\nwhen tendered.\n\nCustomer and Concentric's authorized representatives have read the foregoing and\nall documents incorporated therein and agree and accept such terms.\n\nCUSTOMER REPRESENTATIVE            CONCENTRIC NETWORK CORPORATION\n(Corio Corporation)\n\nBy: \/s\/ Signature Illegible        By: \/s\/ Signature Illegible\n        (Authorized Signature)     (Authorized Signature)\n\nPrint Name: Jonathan Lee           Print Name: W.C. Etheredge\n           -------------------                -------------------------\n\nTitle: CEO                          Title: Sr. V.P.\n      -----------------------             -----------------------------\n\nServerSolutions092298            Confidential                        Page 5 of 5\n\n\n\n   6\n                   Exhibit A - Products and Services Quotation\n\n                               Server Co-location\n                                Enterprise 5 year\n\n                               Issue Date: 1\/27\/99\n                            Expiration Date: 2\/27\/99\n\n\n<table>\n<caption>\n        Customer Information\n<s>                                 <c>                          <c>                          <c>\nCorio                               VAR                          Torry Da La Cruz             Quota ID:\n                                    Source                       Email\n                                    Voice                        URL\nScott Albro                         Fax                          Voice\n                                                                 Fax\nSite Information\nSite Location\nNPA\/NXX\n<\/c><\/c><\/c><\/s><\/caption><\/table>\n\n\n<table>\n<caption>\n\nOne Time Set Up Fees                               List Price    Qty      Subtotal     Discount    Total\n\n<s>                                                <c>           <c>      <c>          <c>          <c>\nInstallation\n------------\n\nCo-location Server Setup                           [*]           [*]      [*]          [*]          [*]      \n\nOptions Setup\n-------------\n\nAquas Bazaar 2.0                                   [*]\nBalanced Server - Setup                            [*]  \nDally System Back-up                               [*]                                              [*]\n                                           \n                                                  \n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption><\/table>\n\n\n<table>\n<caption>\nMonthly Recurring Fees                             List Price    Qty      Subtotal     Discount    Total\n\n<s>                       <c>                    <c>            <c>       <c>            <c>        <c>\nMonthly Fees\n------------\n\n500Kbps Bandwidth                                [*]            [*]       [*]            [*]        [*] \nBurstable Service*        500Kbps - 10Mbps       [*]\nRack space                                       [*]            [*]       [*]            [*]        [*]\n\nOptions\n-------\n\nKeynote 10 City                                  [*] \nKeynote 25 City                                  [*] \nBalanced Server - Local                          [*] \nBalanced Server - Global                         [*] \n                                                  \n                                                                                                     [*]\n<\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption><\/table>\n\n<table>\n<caption>\nOther Fees                                         List Price               Discount            Net Price\n\n<s>                                 <c>            <c>                      <c>                 <c>\nRemote Hands\n------------\n\nService Level 1000                                 [*]\nService Level 2000                                 [*]\nService Level 3000                                 [*]\n                                    [*]            [*]\nAdd 1.5 hours\/month                 [*]            [*]\nAdd 1.10 hours\/month                [*]            [*]\nAdd 1.15 hours\/month                [*]            [*]\n<\/c><\/c><\/c><\/c><\/s><\/caption><\/table>\n\n\nThese discounts shall apply to the Burstable pricing.\n\n<table>\n<caption>\nOrder Volume                 Discount Applied\n<s>                          <c>\n$1.5M\/month                                [*]           \n<\/c><\/s><\/caption><\/table>\n\n\n                                              Signature: \/s\/ Signature Illegible\n                                                                   Date: 1-29-99\n\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n<\/description><\/sequence><\/type><\/list><\/patch><\/can><\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7212],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9553,9557],"class_list":["post-40798","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-corio-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40798","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40798"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40798"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40798"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40798"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}