{"id":42033,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-microsoft-corp-and-concentric-network-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-microsoft-corp-and-concentric-network-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-microsoft-corp-and-concentric-network-inc.html","title":{"rendered":"Agreement &#8211; Microsoft Corp. and Concentric Network Inc."},"content":{"rendered":"<pre>\n                                  AGREEMENT\n\n\nThis Agreement ('Agreement') is made as of this 18th day of June, 1999 by and\nbetween Microsoft Corporation ('Microsoft'), a Washington corporation with its\nprincipal offices at One Microsoft Way, Redmond, WA 98052, and Concentric\nNetwork, Inc. ('Concentric'), a California corporation with its principal\noffices at 1400 Parkmoor Avenue, San Jose, CA 95126 (each, a 'Party,'\ncollectively, the 'Parties').\n\n                                    Recitals\n\n   Whereas, Microsoft currently owns and operates a network of Web sites\ncurrently entitled 'MSN', with a home page currently located at\nhttp:\/\/www.msn.com, which network includes an aggregation of Web-based\nproperties, and which constitutes an Internet portal.  Microsoft, in conjunction\nwith independent Internet Service Providers, is developing an alliance of\nInternet properties that will all deploy the MSN portal or co-branded versions\nthereof;\n\n   Whereas, Concentric supplies dial-up and broadband xDSL Internet access and\nweb hosting services to consumers and business customers;\n\n   Whereas, the Parties desire to enter into an agreement to provide the MSN\nportal and Web-based properties to Concentric's narrowband and broadband access\ncustomers, to accelerate development and deployment of new and innovative\nhosting services based on Windows NT and Windows 2000, and to accelerate\ncustomer adoption of xDSL, through their existing and future relationships with\ncustomers, value-added resellers, service providers, and partners; and\n\n   Whereas the Parties desire to cooperate in joint marketing and promotional\nactivities;\n\n   Now, therefore, in consideration of the covenants and conditions set forth\nbelow, the adequacy of which consideration is hereby acknowledged, the Parties\nagree as follows:\n\n\n                                   Agreement\n\n1. Definitions\n\n   1.1.  [*]\n\n   1.2. 'Broadband' describes network connectivity with speeds that are\ngreater than 56K and that use Digital Subscriber Line (xDSL) technology.\n\n   1.3. 'Concentric MSN Portals' means collectively the Consumer Concentric\nMSN Portal and the Small Business Concentric MSN Portal.\n\n   1.4. 'Concentric Services' means Concentric's dial-up and xDSL connectivity\nservices that Concentric offers to its customers.\n\n   1.5. 'Consumer Concentric MSN Portal' shall mean the co-branded Home Page\nfor Concentric contemplated under this Agreement which is (i) aimed at\nConcentric's consumer customers and (ii) based on the MSN Portal using the [*]\ntechnology as described in Section 2.\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                    Page 1 of 23\n\n \n   1.6. 'Content Module' shall mean the portions of the Concentric MSN Portals\nthat are designed and managed by Concentric in accordance with Section 2.6 and\nfor which Concentric shall provide content, in some cases with assistance\nprovided by Microsoft. The Content Module as currently conceived by Microsoft\noccupies approximately one-third of the Concentric MSN Portals and includes a\nrow of persistent links to Concentric at the bottom of the Concentric MSN\nPortals.\n\n   1.7. 'Default Start Page' shall mean the Web Page that will appear\ninitially, unless reset or modified by an end user, on an end user's computer\nmonitor each time the user initiates a telephone connection using Web Browsing\nTechnology between a computer and an Internet service provider.\n\n   1.8. 'Effective Date' means [*].\n\n   1.9. 'First Commercial Release' means that date on which either Party makes\na product or service commercially available to end users.\n\n   1.10. 'Home Page' shall mean the initial top level Web Page of a Web Site\nseen by a user once the user has directed Web Browsing Technology to access\nthe Web Site's URL.\n\n   1.11. 'Microsoft Core Internet Technologies' means the following products:\nPassport (authentication technology for sharing user credentials with other\naffiliated content, commerce or applications providers), the MSN web search\n(search engine), Hotmail (e-mail), user-created communities (community\ninfrastructure), and MSN messenger service (instant messaging and buddy list\ntechnology).\n\n   1.12.  'MSN Portal' shall mean the Home Page for the MSN Service, which is\ncurrently located at the URL www.msn.com.\n\n   1.13.  'MSN Service' means the aggregation of Web-based properties (as such\nproperties may change from time to time in Microsoft's sole discretion) which is\ncurrently branded by Microsoft as 'The Microsoft Network' and\/or 'MSN', and\naccessed through the domain http:\/\/www.msn.com.  The term 'MSN Service' does not\n                            ------------------                                  \ninclude Microsoft's corporate web site, currently located at\n                                                            \nhttp:\/\/www.microsoft.com, or any Web-based properties contained within such\n------------------------                                                   \ndomain.\n\n   1.14. 'Narrowband' descr<font size=\"2\">ibes network connectivity with speeds that are 56K\nor less and that use analog dial up modem technology with protocols such as\nv.90 or v.34.\n\n   1.15. 'Small Business Concentric MSN Portal' shall mean the co-branded Home\nPage for Concentric contemplated under this Agreement which is (i) aimed at\nConcentric's small business customers of its Concentric Services and (ii)\nbased on the MSN Portal using the [*] technology as described in Section 2.\n\n   1.16. 'URL' shall mean a uniform resource locator which serves as the\naddress of a Web Page.\n\n   1.17. 'Web Browsing Technology' shall mean computer software (including by\nway of example Microsoft Internet Explorer ('IE') and Netscape Navigator)\ndesigned to enable access to Web Pages via the applicable URLs.\n<\/font>\n\n   1.18. 'Web Page' shall mean content in the World Wide Web portion of the\nInternet accessed via a single URL, and excluding content on other Web Pages\naccessed via links in said content.\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                    Page 2 of 23\n\n \n   1.19. 'Web Site' shall mean a collection of Web Pages related in some\nmanner and interconnected via links within a specific URL domain. \n\n2. Description of the Concentric MSN Portals\n\n   2.1. Microsoft shall provide, host and maintain two co-branded versions of\nthe MSN Portal [*], one targeted at the consumer customers and the other\ntargeted at the small business customers of the Concentric Services. Each of\nthe co-branded portals shall be substantially similar to the MSN Portal as it\nis now or may be constituted in the future, except for the inclusion of\nConcentric branding, content, features, Concentric Content Modules, and\nfunctionality described below in this Section 2. Except as specifically set\nforth in this Section 2, Microsoft shall have sole control and discretion over\nall aspects of the Concentric MSN Portals, including without limitation the\nmanagement, design, features, functionality and content thereof. Without\nlimitation, Concentric acknowledges that the visual appearance and design of\nthe Concentric MSN Portals may evolve over time to respond to end user\npreferences (among other reasons). The current (as of the Effective Date)\ntarget for the First Commercial Release [*] In addition, Microsoft will assist\nConcentric in developing an initial version of the Small Business Concentric\nMSN Portal based upon the existing MSN Portal and content available therein,\nand this initial version will enable more prominent positioning of small\nbusiness content available within the MSN Service through the use of the\nstandard personalization capabilities of the Home Page of the MSN Service. [*]\n\n   2.2. The Concentric MSN Portals shall be co-branded in a manner determined\nby Microsoft, but with the Concentric logo at the top center or upper left\ncorner of the page, featuring the words 'Powered by MSN' (or similar text) in\nno larger or more prominent type. The co-branding shall appear on the start\npage of the Concentric MSN Portals and shall extend to those pages in the MSN\nService which are accessible via one hyperlink from the Concentric MSN\nPortals. Either Party may at its sole discretion provide links from the\nConcentric MSN Portals to non co-branded pages. Microsoft shall not make any\nmaterial changes to Concentric's trademarks or logos as displayed within the\nConcentric MSN Portals without the prior written consent of Concentric, which\nconsent shall not be unreasonably withheld or delayed.\n\n   2.3. Concentric will use its commercially reasonable efforts to cause the\nDefault Start Page for all of  Concentric's Narrowband and Broadband Internet\naccess customers of its Concentric Services who contract for such service after\nthe First Commercial Release of the Concentric MSN Portals to be one of the URLs\nidentified in Exhibit B hereto operated by Concentric.  Concentric will cause\n              ---------                                                      \nall end users accessing said URL to be automatically redirected to the\napplicable Concentric MSN Portal as identified by Microsoft (tentatively,\n'concentric.msn.com'). If Microsoft fails to satisfy the performance metrics\nfor the MSN Portal as set forth in the attached Exhibit C, Concentric may\n                                                ---------                \ntrigger the implementation dispute process described in Section 7 below.\n\n        2.3.1.  [*]\n\n        2.3.2.  [*]\n\n   2.4.  Microsoft acknowledges that Concentric has entered into and will enter\ninto in the future certain arrangements with third parties in which Concentric\nServices are co-branded using the trademarks of Concentric and such third\nparties, or the Concentric services are sold under such third parties'\ntrademarks ('Co-Branded\/Private Label Services'). [*] Concentric shall use\nreasonable efforts to encourage such third parties to adopt one of the\nConcentric MSN Portals or another co-branded version of the MSN Portal as the\nDefault Start Page for such Co-Branded\/Private Label Services, and Microsoft\nagrees to negotiate in good faith the terms of a\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                    Page 3 of 23\n\n \none-time referral fee mechanism to be paid to Concentric if such Co-\nBranded\/Private Label Services adopt the Concentric MSN Portals or another co-\nbranded version of the MSN Portal.\n\n   2.5.  The visible user interface for the Concentric MSN Portals shall be\nsubstantially similar to the MSN Portal, including colors, layout, fonts, etc.\nConcentric will have the ability to use its fonts and colors within the\nConcentric Content Module on the Concentric MSN Portals, subject to Section 2.6\nbelow.\n\n   2.6. At Concentric's request, Microsoft shall include a Content Module in\neach of the Concentric MSN Portals, which Content Module (and its content and\ndelivery) shall be in accordance with any template, guidelines, tools and\nprocedures (including format and delivery schedule) provided from time to time\nto Concentric by Microsoft. Subject to the above, the content in the Content\nModule may be modified from time to time as determined by Concentric in its\nsole discretion and Microsoft shall replace any existing Content Module with\nany such updated Content Module within a reasonable time following\nConcentric's notice of such modifications. Notwithstanding the foregoing, (a)\nConcentric may not include any advertising, sponsorships or promotion for\nthird parties in the Content Module (but may promote Concentric and its\nservices), (b) Microsoft has the right to remove or require Concentric to\nremove content from the Content Module if Microsoft believes, in its sole\ndiscretion, that the inclusion of such content may create a legal liability\nfor Microsoft, and (c) the schedule for Content Module modificati<font size=\"2\">on shall be\nsubject to the mutual approval of Microsoft and Concentric [*]. If Microsoft\ndesires to remove or require Concentric to remove content from the Content\nModule other than as provided in the previous sentence, Microsoft shall\nprovide at least seven (7) days prior notice to Concentric and, if the parties\nare unable to agree upon the removal or modification of such content during\nsuch period, such content shall remain in the Content Module but Concentric\nagrees to continue to negotiate in good faith with Microsoft for a mutually\nagreeable solution to address Microsoft's concerns with such content.\nMicrosoft shall supply, or grant access to, Concentric such tools and\nprocedures, once developed, as are necessary for Concentric to access and\nmodify the Content Modules, which Microsoft will host on its servers;\nConcentric shall be bound by such license terms and conditions generally\nrequired by Microsoft as applicable to such tools.  Exhibit A depicts\n                                                    ---------        \nMicrosoft's current design plan for the MSN Concentric Portals[*].  Concentric\nacknowledges, however, that Microsoft may, in its sole discretion, modify the\ndesign plan for the MSN Concentric Portals except with respect to the specific\nelements required by this Section 2.  [*]\n\n   2.7.  Microsoft shall use commercially reasonable efforts to not permit any\n'paid advertisements' from 'Concentric Designated Competitors' on the Concentric\nMSN Portals. 'Concentric-Designated Competitors' shall mean the entities\ndesignated by Concentric in Exhibit D hereto provided that Concentric supplies\n                            ---------                                         \nMicrosoft in a timely manner an accurate list of the specific names of such\ncompanies so as to allow Microsoft to incorporate such specific names into its\nad server technology.[*] In the event that Concentric reasonably believes the\ndisplay of Sponsorships from C<\/font>oncentric Designated Competitors placed on the\nConcentric MSN Portals are detracting from the value of the Concentric MSN\nPortals, Concentric shall be entitled to trigger the implementation dispu<font size=\"2\">te\nprocess described in Section 7.\n\n   2.8. Concentric may at its sole discretion include advertising from any\nthird parties in pages which it hosts that are accessible via links contained\nin the Content Module\n\n   2.9. Microsoft shall place a back button or home button on the Concentric\nMSN Portals and all pages no more than one hyperlink from the Concentric MSN\nPortals such that any user that begins viewing such sites after viewing one of\nthe Concentric MSN Portals will always be returned to the applicable\nConcentric MSN Portal.\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                    Page 4 of 23\n\n \n   2.10.  Notwithstanding anything to the contrary in this Agreement, Concentric\nwill not be obligated to change the branding of its main corporate site,\ncurrently located at URL www.concentric.com. The content, look, and feel of\n               <\/font>          ------------------                                \nwww.concentric.com, or any other corporate site properties of Concentric, may be\n------------------                                                              \ndetermined by Concentric at its sole discretion.\n\n3. Technical Support for the Concentric MSN Portals\n\n   3.1. As between the Parties, Concentric shall provide all technical support\nto its Internet access customers in connection with the Concentric MSN\nPortals. In accordance with the technical support plan described in Section\n3.2, Microsoft shall provide Concentric with second level support. All help,\ncontact and support links in the Concentric MSN Portals shall point to the\nrelevant pages of Concentric's Web site at http:\/\/support.concentric.net.\/\n                                           -------------------------------\n\n   3.2. In connection with the obligations of Section 3.1, Microsoft and\nConcentric will develop a technical support plan, which shall be subject to\nthe Parties' mutual approval, within ninety (90) days after the Effective\nDate, provided that in any event Microsoft shall provide Concentric with\naccess (subject to such periods of down-time as may be reasonably appropriate\nfor maintenance or as may be caused by circumstances beyond Microsoft's\nreasonable control) to the following MSN support resources:\n\n        3.2.1. online access to the MSN Service technical support knowledge base\nto provide real time support to Concentric customers;\n\n        3.2.2. online technical support modules for customer self-care, the\nnature and choice of such modules being at Microsoft's sole discretion;\n\n        3.2.3. a trouble ticket system for escalating technical support issues,\nthe nature of which system shall be at Microsoft's sole discretion; and\n\n        3.2.4.  24 x 7 access by the Concentric Network Operations Center to the\ntelephone support line at Microsoft's Network Operations Center for the MSN\nService.\n\n4. Microsoft Internet Technologies\n\n   4.1.  E-mail.  Microsoft will make available to each Concentric Consumer\n         ------                                                            \nNarrowband customer of the Concentric MSN Portals a Hotmail Web-based e-mail\naccount. This will be substantially the same e-mail service that Microsoft is\noffering to users accessing Hotmail from www.hotmail.com, except that Concentric\n                                         ---------------                        \ndomain names (as applicable) will be used (e.g., user@hotmail.concentric.net).\nMicrosoft will use its commercially reasonable efforts to integrate this web\nbased e-mail into the Concentric MSN Portals so as to provide a seamless user\nexperience.  Concentric agrees to promote this Web based email as the preferred\nemail offering to its consumer Narrowband Internet access customers.  Concentric\nand Microsoft will cooperate to encourage end users of Concentric's existing\nemail service to use the Web-based email described in this Section 4.1, which\nmigration may include an off-line solution involving Microsoft's Outlook Express\ntechnology.  Microsoft acknowledges that advertising-driven Web-based e-mail\nservices, such as Hotmail, may not be appropriate for Concentric's small\nbusiness customers. To the extent any such advertising or sponsor subsidized\ntechnology is offered by Concentric to Concentric's small business customers,\nConcentric shall promote Hotmail as the preferred solution for small business\ncustomers of Concentric's Services.\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                    Page 5 of 23\n\n \n   4.2. Use of Microsoft Internet Technologies.  Upon notice from Microsoft of\n        --------------------------------------   \nthe First Commercial Release of the Microsoft Core Internet Technologies,\nConcentric agrees, as soon as commercially feasible, and as long as such\ntechnologies are compatible with existing Internet technology standards where\nfeasible, to implement and<font size=\"2\"> provide its consumer Narrowband customers with\nMicrosoft Core Internet Technologies pursuant to Microsoft's standard user\ninterface and distribution terms and agreements generally applicable for third\nparties' implementation and distribution of the Microsoft Core Internet\nTechnologies. To such end, Microsoft shall provide Concentric with such\nmaterials, technology and support as it routinely provides to other third\nparties distributing such technologies pursuant to Microsoft's standard\ndistribution terms and agreements. Microsoft will use reasonable efforts to\nallow Concentric to have access to beta versions of such technologies (to the\nextent that Microsoft makes such technologies available to other third parties\nin beta form) to accelerate the process of Concentric's introduction and\nimplementation of the same. In the event that Concentric offers or implements\nthe Microsoft Core Internet Technologies with its Internet access services,\nConcentric shall not promote any competing technology with its Internet access\nservices more favorably than Microsoft Core Internet Technologies, other than\nas required by the existing agreements summarized in Exhibit E hereto.\n                                                     ---------        \n\n   4.3.  Internet Explorer and Outlook Express. In connection with its Internet\n   <\/font>      -------------------------------------                                 \naccess services, Concentric shall, during the Term and subject to the normal\nterms and conditions of the Internet Explorer 5x distribution agreement and\nInternet Explorer 5x co-marketing agreement previously entered into by the\nparties on March 28, 1999, distribute the most up-to-date commercially available\nversion of Internet Explorer to their Internet access customers on a basis no\nless favorable than Concentric distributes any other Web Browsing Technology.\nBy way of example, a copy of the most up-to-date version of Internet Explorer\nshall be installed, subject to the terms and conditions of the Internet Explorer\ndistribution agreement, on each copy of the Concentric Sign-Up CD-ROM unless\nsuch CD-ROM does not include any Web Browsing Technology that provides\nfunctionality similar to Internet Explorer.  Concentric shall also promote\nInternet Explorer on a basis that is no less favorable than its promotion of any\nother Web Browsing Technology.  Concentric agrees not to promote any competing\nPOP 3 e-mail client technology upon terms more favorable than Concentric\npromotes Outlook Express.\n\n   4.4.  [*]\n\n5. Broadband Content for Concentric MSN Portals\n\nMicrosoft shall use commercially reasonable efforts to provide information to\nConcentric's development and implementation of unique Concentric-branded\ncontent for the Content Module located on the Concentric MSN Portals that\ntakes advantage of the xDSL Internet connectivity offered by Concentric.\n\n6. Compensation\n\n   6.1.  For the purposes of this Section 6, the Term of this Agreement will be\ndivided into three phases, as follows: (i) Phase 1 will begin as of the\nEffective Date and continue until the First Commercial Release of the Concentric\nMSN Portals; (ii) Phase 2 will begin on the First Commercial Release of the\nConcentric MSN Portals [*]; and (iii) Phase 3 will begin on the date of the\nnotice referred to in the immediately preceding clause (ii) and continue for the\nbalance of the Term.\n\n         6.1.1. During Phase 1, no compensation shall be payable by Microsoft\nto Concentric, except the license fee as provided under Section 6.5 below.\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                    Page 6 of 23\n\n \n         6.1.2. During Phase 2, Concentric will be entitled to compensation\naccruing in accordance with Section 6.2 below.\n\n         6.1.3. During Phase 3, Concentric will be entitled to compensation\naccruing in accordance with Section 6.3 or Section 6.4 below.\n\n   6.2.  [*]\n\n7. [*]\n\n   7.1.   [*]\n\n   7.2.  [*]\n\n8.  Local Content Delivery Architecture\n\nMicrosoft is currently participating in the development of technologies that\nmay, among other things, facilitate the hosting and distribution of\npersonalized, locally cached communications and information (especially\nstreaming media) destined for Broadband-enabled end users. To the extent that\nMicrosoft develops and makes available such technologies, either through\nMicrosoft products or through publicly available specifications, Concentric\nagrees to use commercially reasonable efforts to implement the same, provided\nthat the same has at least the functionality and as low a price as competitive\ntechnologies. Moreover, to the extent that Concentric implements such\ntechnologies, Microsoft will use its commercially reasonable efforts to\nintroduce and promote Concentric to Microsoft's major broadband content\npartners so as to give Concentric an opportunity to obtain content for such\nlocally cached communications and information.\n\n9.  Commercial Hosting\n\n    9.1. Concentric shall use commercially reasonable efforts to expand its\ncurrent Web hosting business based on Microsoft's Windows NT\/Windows 2000\nplatform, and to offer a comprehensive line of Concentric-branded shared and\ndedicated server hosting services based on Microsoft server products, which\ninclude Microsoft Windows NT, Windows 2000, Microsoft Commercial Internet\nSystem (MCIS), Microsoft Site Server, and Microsoft Internet Information\nServer (IIS).\n\n   9.2.  [*]\n\n   9.3. Concentric agrees to offer a dedicated server electronic commerce\nhosting service based on the applicable Microsoft server software products,\nand to the extent Concentric promotes its hosting services on the basis of\nplatforms, shall promote such service in a manner no less favorable than it\ndoes with respect to any other electronic commerce dedicated server hosting\nservice for business customers. The product definition, schedule for release\nand nature of market promotion for such services shall be at Concentric's sole\ndiscretion.\n\n   9.4. The parties will work during the ninety (90) day period beginning on\nthe Effective Date to create a mutually acceptable Application Hosting Joint\nLaunch Plan. For the purposes of this Agreement 'application hosting' means\nservices which will provide centralized information technology solutions for\nbusiness customers, characterized by a hosting architecture that will allow a\ncustomer to perform such functions as, by way of example, host databases,\nstreaming media files, and enterprise-wide messaging as well as other types of\napplication services at a service provider (such as Concentric) based on the\napplicable Microsoft server software products.\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                    Page 7 of 23\n\n \n        9.4.1. The Application Hosting Joint Launch Plan will address as a\nminimum the following business and technical issues:\n\n                9.4.1.1. Minimum feature\/functionality set of a Concentric\napplication hosting offering based on Microsoft's platform technologies.\n\n                9.4.1.2. Potential business model for the Concentric offering\nincluding, but not limited to, proposals for potential licensing\narrangement(s) between Microsoft and Concentric allowing Concentric to use\nMicrosoft's platform technologies, revenue projections, gross margin\nprojections, and service differentiation.\n\n                9.4.1.3. Beta and First Commercial Release schedule for the\nConcentric application hosting offering.\n\n                9.4.1.4. Customer support plan for the Concentric application\nhosting offering\n\n                9.4.1.5. Co marketing and distribution plan relative to the\nConcentric application hosting offering\n\n  9.5.  Concentric shall cause the First Commercial Release of [*] application\nhosting offerings based on Microsoft's platform technologies during calendar\nyear 1999.  These three application hosting offerings shall be any [*] of the\nfollowing: hosted Microsoft Exchange email services, hosted Microsoft Windows\nMedia Technologies streaming media services, hosted corporate purchasing\napplications services based on Microsoft BackOffice, hosted financial\napplication services based on Microsoft BackOffice, or hosted customer relations\nmanagement application services based on Microsoft BackOffice. [*] In addition,\nApplication Hosting Joint Launch Plan referenced in Section 9.4 shall contain\nprovisions to expand Concentric's offerings to include a more complete suite of\napplications hosting offerings by the end of one (1) year from the Effective\nDate, along with corresponding marketing obligations.\n\n   9.6. The Parties shall use reasonable efforts to develop a potential business\nrelationship and a subsequent definitive agreement within ninety (90) days after\nthe Effective Date [*] for the Microsoft server software products and Concentric\nhosting services as described in this Section 9.  The licensing terms and\nconditions [*] shall be substantially similar to Microsoft's standard practices\nfor the applicable Microsoft software products.\n\n   9.7. In the intervening period between the Effective Date and the Parties'\nreaching agreement under Section 9.5 above, Concentric acknowledges that its\nobligations hereunder are subject to its acquisition of appropriate license\nagreements for certain Microsoft software products through separate agreement(s)\nwith Microsoft and\/or third parties in Microsoft's standard distribution\nchannels.  Concentric's rights to use such software products shall be subject to\nthe terms and conditions stated in the then-current Microsoft end user license\nagreements applicable to such products.\n\n   9.8. To assist Concentric's implementation of the activities contemplated in\nthis Section 9, Concentric agrees to engage at least one (1) full time Microsoft\nConsulting Services consultant on site at Concentric's facilities for a period\nof one (1) year after the Effective Date, subject to the standard Microsoft\nConsulting Services engagement terms that are generally applicable for similar\nMicrosoft Consulting Services engagements with other parties.  Microsoft agrees\nto provide the first one hundred and sixty (160) hours of such consultant at no\ncharge, and Concentric shall pay such consultant's standard rates for the\nbalance of the engagement.\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                    Page 8 of 23\n\n \n10.  Co-Marketing and Sales Efforts\n\n     10.1. Marketing of MSN Portal. Concentric will use commercially reasonable\n           -----------------------                                             \nefforts to inform, educate and market the MSN Portal and the Concentric MSN\nPortals  to its consumer and small business customers, its direct sales force\nand its channel sales force with which it has alliances or contracts for\nservices, including, but not limited to, Internet Service Providers,\ntelecommunication companies, and consumers who acquire connectivity services by\nor through Concentric.\n\n     10.2. Marketing of Concentric Services. In accordance with the marketing\n           --------------------------------\nplan to be developed pursuant to Section 10.3, Microsoft will use commercially\nreasonable efforts to inform, educate and market Concentric Services to\nMicrosoft's NSG (Networks Solutions Group) and ECU (Enterprise Customer Unit)\ndirect sales force (including their respective successors in the event of an\ninternal Microsoft reorganization) and its channel sales forces including, but\nnot limited to, the BSG (Business Solutions Group) channel of Independent\nSoftware Vendors, the OCU (Organization Customer Unit) channel of Solution\nProviders, and the ICU (Internet Customer Unit) channel of Solution Partners\nwho are members of the Microsoft Partner Solution Center, as well as their\nsuccessors in the event of an internal Microsoft reorganization.\n\n      10.3. Specific Marketing and Implementation Plan. Microsoft and\n            ------------------------------------------\nConcentric agree to use reasonable efforts to develop a written joint\nmarketing plan within ninety (90) days after the Effective Date to\nspecifically define and implement the goals outlined above along mutually\nacceptable terms and conditions. The Parties anticipate that the marketing\nplan may include one or more of the following:\n\n                *  Cross promotion on appropriate Web sites;\n\n                *  Exchanges of customer lists for targeted promotional\n                   mailings, subject to both Parties' applicable privacy\n                   policies;\n\n                *  Joint presentations and participation in appropriate\n                   industry events and trade shows;\n\n                *  Joint preparation of marketing collateral that promotes the\n                   benefits and opportunities of broadband xDSL connectivity;\n\n                *  Joint development of potential business models (including\n                   possible revenue sharing) for services and products covered\n                   by the plan; and\n\n                *  Coordinated press releases.\n\n   10.4.  Co-Marketing Funding.  During each year of the Term and subject to the\n          --------------------                                                  \nParties' agreement on a marketing plan as contemplated in Section 10.3, (i)\nMicrosoft will supply marketing efforts valued by Microsoft (within its\nreasonable discretion) at not less than $[*] (in the aggregate), in accordance\nwith the agreed-upon co-marketing plan described in Section 10.3 and (ii)\nConcentric will supply marketing efforts valued by Concentric (within its\nreasonable discretion) at not less than $[*] (in the aggregate), in accordance\nwith the agreed-upon co-marketing plan described in Section 10.3.\n\n   10.5.  Advertising Purchases on MSN.  Concentric agrees to purchase at least\n          ----------------------------                                         \nseven million five hundred thousand dollars ($7,500,000) worth of advertising on\nproperties within the MSN \n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                    Page 9 of 23\n\n \nService (e.g., Expedia, CarPoint, Hotmail, etc.) during the term of this\nAgreement, subject to Microsoft's available inventory, standard terms and\npolicies applicable to other third party advertisers, including without\nlimitation submission, editorial, timing deadlines and requirements, and rate\ncards. Concentric's obligation to purchase advertising in the foregoing sentence\nshall be in accordance with the schedule below:\n\n------------------------------------------------------------------------- \n[*]                                                 [*]\n------------------------------------------------------------------------- \n[*]                                                 [*]\n-------------------------------------------------------------------------\n[*]                                                 [*]\n-------------------------------------------------------------------------\n[*]                                                 [*]\n-------------------------------------------------------------------------\n[*]                                                 [*]\n-------------------------------------------------------------------------\n[*]                                                 [*]\n-------------------------------------------------------------------------\n\nIn connection with such purchases, Microsoft shall provide Concentric with\ndiscounts from its standard advertising rate cards comparable to the discounts\nprovided to other third party advertisers committing to purchase equivalent\nvolumes of advertising and similar ad elements. Microsoft may, in its sole\ndiscretion terminate all provisions of this Section 10.5 upon written notice to\nConcentric.\n\n11. Proprietary Rights\n\n    11.1. The Parties agree that Microsoft and\/or its suppliers shall retain all\nright, title, and interest in the MSN Service and any and all content,\ntechnology<font size=\"2\"> and materials delivered by Microsoft to Concentric pursuant to this\nAgreement. The Parties further agree that Concentric and\/or its suppliers shall\nretain all right, title and interest in and to the content, technology and\nmaterials provided by Concentric pursuant to this Agreement. Neither Party shall\nhave any rights to any materials, content or technology provided by the other\nParty hereunder except as specifically provided in this Agreement and shall not\nalter, modify, copy, edit, format, translate, create derivative works of or\notherwise use any materials, content or technology provided by the other Party\nexcept as explicitly provided herein or approved in advance in writing by the\nother Party.\n\n    11.2. Microsoft may use the Concentric logo on the Concentric MSN Portals\nand corresponding MSN pages in accordance with the following:\n\n          11.2.1. Concentric hereby grants to Microsoft for the Term of this\nAgreement a limited non-exclusive, non-transferable, personal, worldwide license\nto use the Concentric<\/font> logo(s) depicted in Exhibit G ('Concentric Mark') in the\n                                          ---------\nelectronic form(s) supplied by Concentric from time to time, solely as part of\nthe Concentric MSN Portals and those additional co-branded pages in the MSN\nService described in Section 2.2 (if any) and in accordance with the terms of\nthis Agreement. Except as provided herein, this Agreement does not grant\nMicrosoft any right, title, interest, or license in or to any of Concentric's\nnames, logos, trade dress, designs or other trademarks. Microsoft shall display\nthe Concentric Mark only in the electronic form as supplied by Concentric.\n\n          11.2.2. Microsoft acknowledges Concentric's sole ownership of the\nConcentric Mark worldwide and all associated goodwill. Microsoft's use of the\nConcentric Mark shall inure solely to the benefit of Concentric. Microsoft\nhereby assigns and shall assign in the future to Concentric all rights it may\nacquire by operation of law or otherwise in the Concentric Mark, including all\napplications or registrations therefore, along with the goodwill associated\ntherewith.\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 10 of 23\n\n \n          11.2.3. Microsoft is authorized to use the Concentric Mark only in\nconnection with the Concentric MSN Portals and those additional co-branded pages\nin the MSN Service described in Section 2.2 (if any). Microsoft shall fully\ncorrect and remedy any deficiencies in its use of the Concentric Mark, upon\nreasonable notice from Concentric.\n\n          11.2.4. Concentric shall have the sole right to and in its sole\ndiscretion may commence, prosecute or defend, and control any action concerning\nthe Concentric Mark.\n\n12. No Obligation\/Independent Development\n\n    Notwithstanding any other provision of this Agreement, neither Party shall\nhave any obligation to market, sell or otherwise distribute the technology or\nproducts described in this Agreement. Except as expressly provided herein,\nnothing in this Agreement will be construed as restricting either Party's\nability to acquire, license, develop, market, manufacture or distribute for\nitself, or have others acquire, license, develop, market, manufacture or\ndistribute for it, similar technology performing the same or similar functions\nas the technology contemplated by this Agreement, or to market and distribute\nsuch similar technology in addition to, or in lieu of, the technology\ncontemplated by this Agreement.\n\n13. Confidentiality\n\n    The Parties acknowledge and agree that the terms and conditions of the\nMicrosoft Corporation Non-Disclosure Agreement dated as of May 28 1999 ('NDA')\nentered into by and between the Parties are incorporated into this Agreement and\nthat all of the terms of this Agreement and all discussions and negotiations\nrelated thereto and all information exchanged pursuant hereto are considered\nConfidential Information as defined in the NDA. In the event that any of the\nincorporated terms of the NDA are inconsistent with or conflict with this\nAgreement, then the terms of this Agreement shall control.\n\n14. Term\/Default\/Termination\n\n    14.1. Term. This Agreement shall commence on the Effective Date and continue\n          ---- \nfor a period of three (3) years following the Effective Date ('Term').\n\n    14.2.  Termination for Cause.  In addition to any other rights and\/or \n           ---------------------  \nremedies that either Party may have under the circumstances, all of which are\nexpressly reserved, either Party may terminate this Agreement at any time if:\n\n           14.2.1.    The other Party is in material breach of any warranty,\nrepresentation, material term, condition or covenant of this Agreement, other\nthan those contained in Sections 13, and fails to cure that breach within thirty\n(30) days after written notice thereof; or\n\n           14.2.2.  The other Party is in material breach of Section 13; or\n\n           14.2.3. The other Party becomes insolvent or makes any assignment for\nthe benefit of creditors or similar transfer evidencing insolvency; or suffers\nor permits the commencement of any form of insolvency or receivership\nproceeding; or has any petition under any bankruptcy law filed against it, which\npetition is not dismissed within sixty (60) days of such filing; or has a\ntrustee or receiver appointed for its business or assets or any part thereof.\n\n   14.3.  Additional Termination.  In addition, either party may terminate this\n          ----------------------                                               \nAgreement in accordance with the provisions of Section 19.3\n\n   14.4.  Effect of Termination\n          ---------------------\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 11 of 23\n\n \n          14.4.1.  Survival.  Following the expiration or termination of this \n                   --------\nAgreement, Sections 1, 11, 12, 13, 14.4, 15, 16, 17 18 and 19 shall survive.\n\n          14.4.2.  Other Agreements.  The termination or expiration of this \n                   ----------------\nAgreement shall have no effect upon any other then-current agreements, including\nwithout limitation any agreements regarding Concentric's ability to use or\ndistribute certain Microsoft software products, unless such other agreements\nexpressly provide otherwise.\n\n15.  Representations and Covenants\n\n     15.1. Concentric represents, warrants and covenants to Microsoft that:\n\n           15.1.1. Concentric has the power and authority to enter into this\nAgreement and to fully perform its obligations hereunder.\n\n           15.1.2. Concentric has obtained, and shall maintain in full force\nduring the Term, such federal, state and local authorizations as are necessary\nto operate and to otherwise perform its obligations under this Agreement, and\nwill be in compliance with all applicable laws and regulations governing such\nperformance.\n\n           15.1.3. Concentric will not make any representations or warranties\nconcerning the MSN Portal except (i) as may be specifically authorized in\nwriting by Microsoft or (ii) in accordance with Microsoft-published descriptions\nof the MSN Portal.\n\n           15.1.4. The number of Concentric Narrowband customers and installed\nDSL lines used by Concentric to calculate the number of Active Subscribers\nreported to Microsoft pursuant to this Agreement will be substantially true and\ncorrect. Concentric's sole liability for breach of this Section 15.1.4 and\nMicrosoft's exclusive remedy, shall be to pay any amounts owed pursuant to\nSection 6.2 hereof as a result of any understatement by Concentric of the number\nConcentric Narrowband customers and installed DSL lines.\n\n   15.2.  Microsoft represents, warrants and covenants to Concentric that:\n\n          15.2.1. Microsoft has the power and authority to enter into this\nAgreement and to fully perform its obligations hereunder.\n\n          15.2.2. Microsoft has obtained, and shall maintain in full force\nduring the Term, such federal, state and local authorizations as are necessary\nto operate and to otherwise perform its obligations under this Agreement, and\nwill be in compliance with all applicable laws and regulations governing such\nperformance.\n\n          15.2.3. Microsoft will not make any representations or warranties\nconcerning the Concentric Services, except (i) as may be specifically authorized\nin writing by Concentric or (ii) in accordance with Concentric-published\ndescriptions of the Concentric Services.\n\n   15.3. PRODUCTS OR SERVICES DELIVERED UNDER THE TERMS OF THIS AGREEMENT SHALL\nBE SUBJECT TO THE TERMS OF THE LIMITED WARRANTY STATEMENT, IF ANY, SPECIFIED BY\nTHE DELIVERING PARTY FOR THE SPECIFIC PRODUCT OR SERVICE. CERTAIN SOFTWARE\nPRODUCTS MAY BE PROVIDED TO THE OTHER PARTY 'AS IS' WITHOUT WARRANTY OR\nCONDITION OF ANY KIND, IF SO DESIGNATED BY THE LICENSOR. FOR SUCH PRODUCTS, THE\nENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF SUCH SOFTWARE IS ASSUMED BY THE\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 12 of 23\n\n \nRECEIVING PARTY AND ITS CUSTOMERS AND SUBLICENSEES, IF ANY. THE WARRANTIES SET\nFORTH IN THIS SECTION 15 ARE THE ONLY WARRANTIES MADE BY THE PARTIES. EACH PARTY\nDISCLAIMS ANY AND ALL OTHER WARRANTIES OR REPRESENTATION EXPRESS OR IMPLIED,\nINCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE,\nAND FITNESS FOR A PARTICULAR PURPOSE. MICROSOFT EXPRESSLY DISCLAIMS ANY\nWARRANTIES THAT ACCESS TO OR USE OF THE MSN PORTAL WILL BE UNINTERRUPTED OR\nERROR-FREE.\n\n16.  Indemnification\n\n     16.1. A Party ( 'Indemnifying Party') shall, at its expense and the request\nof the other Party ('Indemnified Party'), defend any third-party claim or action\nbrought against the Indemnified Party, and its affiliates, directors, officers,\nemployees, licensees, agents and independent contractors, to the extent it is\nbased upon a claim that, if true, would constitute a breach of a warranty,\nrepresentation or covenant of the Indemnifying Party set forth in this Agreement\n(collectively, 'Indemnified Claims'). The Indemnified Party shall promptly\nnotify the Indemnifying Party in writing, specifying the nature of the action\nand the total monetary amount sought or other such relief as is sought therein.\nThe Indemnified Party shall cooperate with the Indemnifying Party at the\nIndemnifying Party's expense in all reasonable respects in connection with the\ndefense of any such action. The Indemnifying Party may upon written notice to\nthe Indemnified Party undertake to control and conduct all proceedings or\nnegotiations in connection therewith, assume and control the defense thereof,\nand if it so undertakes, it shall also undertake all other required steps or\nproceedings to settle or defend any such action, including the employment of\ncounsel which shall be reasonably satisfactory to the Indemnified Party, and\npayment of all reasonably incurred expenses. The Indemnified Party shall have\nthe right to employ separate counsel to provide input into the defense, at\nIndemnified Party's own cost. The Indemnifying Party shall reimburse the\nIndemnified Party upon demand for any payments made or loss suffered by it at\nany time after the date of tender, based upon the judgment of any court of\ncompetent jurisdiction or pursuant to a bona fide compromise or settlement of\nclaims, demands, or actions, in respect to any damages to which the foregoing\nrelates. The Indemnifying Party shall not settle any claim or action under this\nSection 16 on the Indemnified Party's behalf without first obtaining the\nIndemnified Party's written permission, which permission shall not be\nunreasonably withheld, and the Indemnifying Party shall indemnify and hold the\nIndemnified Party harmless from and against any costs, damages and fees\nreasonably incurred by Indemnified Party, including but not limited to fees of\nattorneys and other professionals, that are attributable to such Indemnified\nClaims. The Indemnified Party shall provide the Indemnifying Party reasonably\nprompt notice in writing of any such Indemnified Claims and provide the\nIndemnifying Party with reasonable information and assistance, at the\nIndemnifying Party's expense, to help the Indemnifying Party to defend such\nIndemnified Claims.\n\n   16.2. In addition to the claims described in Section 16.1, in accordance with\nthe provisions of Section 16.1, Concentric agrees to defend, indemnify, and hold\nMicrosoft harmless from and against any claims that content provided by\nConcentric for inclusion in the Content Modules of the Concentric MSN Portals\n(i) infringes the copyrights, trademarks, service marks or trade secrets of any\nthird party, (ii) is factually inaccurate, or (iii) contains information,\ninstructions or formulas that are injurious to a third party's physical well-\nbeing or defame or disparage a third party. Such claims shall be deemed to be\nIndemnified Claims under Section 16.1.\n\n   16.3. In addition to the claims described in Section 16.1, in accordance with\nthe provisions of Section 16.1, Microsoft agrees to defend, indemnify, and hold\nConcentric harmless from and against any claims that Concentric MSN Portals\n(exclusive of the content provided by Concentric in the \n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 13 of 23\n\n \nContent Modules) (i) infringes the copyrights, trademarks, service marks or\ntrade secrets of any third party, (ii) is factually inaccurate, or (iii)\ncontains information, instructions or formulas that are injurious to a third\nparty's physical well-being or defame or disparage a third party. Such claims\nshall be deemed to be Indemnified Claims under Section 16.1.\n\n17.  Limitation Of Liabilities\n\n     NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,\nCONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS\nAGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,\nBUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF SUCH\nPARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT\nTO PUNITIVE DAMAGES, THIS SECTION SHALL NOT APPLY TO EITHER PARTY'S (A) ABILITY\nTO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF; (B) CONFIDENTIALITY OBLIGATIONS\nUNDER SECTION 13; AND (C) INDEMNIFICATION OBLIGATIONS UNDER SECTION 16. IN NO\nEVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY PUNITIVE DAMAGES.\n\n18.  Press Releases\n\n   Neither Party will issue any press release or make any public announcement(s)\nrelating in any way whatsoever to this Agreement or the relationship established\nby this Agreement without the express prior written consent of the other Party.\nThe Parties shall issue a mutually acceptable press release regarding this\nAgreement no later than thirty (30) days after the Effective Date.\n\n19.  General Provisions\n\n     19.1. Independent Contractors. The Parties are independent contractors with\n           -----------------------\nrespect to each other, and nothing in this Agreement shall be construed as\ncreating an employer-employee relationship, a partnership, agency relationship\nor a joint venture between the Parties.\n\n     19.2. Governing Law. Concentric consents to the exclusive jurisdiction and\n           -------------\nvenue of the state and federal courts sitting in King County, Washington. This\nAgreement shall be governed by the laws of the State of Washington as though\nentered into by Washington residents and to be performed entirely within the\nState of Washington. In any action or suit to enforce any right or remedy under\nthis Agreement or to interpret any provision of this Agreement, the prevailing\nParty shall be entitled to recover its costs, including reasonable attorneys'\nfees.\n\n     19.3. Assignment. Neither Party may assign this Agreement or any rights\n           ----------\nand\/or obligations hereunder without the other Party's prior written approval,\nwhich approval shall not unreasonably be withheld or delayed more than five (5)\nbusiness days after the other party's written request for such approval. Any\nattempted assignment, sub-license, transfer, encumbrance or other disposal\nwithout such consent shall be void and shall entitle the other party [*] to\nterminate this Agreement upon written notice to the other party. For the\npurposes of this Agreement, an 'assignment' by a party shall be deemed to\ninclude, without limitation, the following: (i) a merger of the Party with\nanother party, whether or not the Party is the surviving entity; (ii) the\nacquisition of more than fifty percent (50%) of any class of the Party's voting\nstock (or any class of non-voting security convertible into voting stock) by\nanother party (whether in a single transaction or series of transactions); or\n(iii) the sale of all or substantially all of the Party's assets (whether in a\nsingle transaction or series of transactions). This Agreement shall be binding\nupon and inure to the benefit of the parties, their successors, and permitted\nassigns.\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 14 of 23\n\n \n     19.4. Construction. In the event that any provision of this Agreement\n           ------------\nconflicts with governing law or if any provision is held to be null, void or\notherwise ineffective or invalid by a court of competent jurisdiction, (i) such\nprovision shall be deemed to be restated to reflect as nearly as possible the\noriginal intentions of the Parties in accordance with applicable law, and (ii)\nthe remaining terms, provisions, covenants and restrictions of this Agreement\nshall remain in full force and effect. This Agreement has been negotiated by the\nParties and their respective counsel and will be interpreted fairly in\naccordance with its terms and without any strict construction in favor of or\nagainst either Party. The section headings used in this Agreement are intended\nfor convenience only and shall not be deemed to affect in any manner the meaning\nor intent of this Agreement or any provision hereof.\n\n     19.5. Notices. All notices and requests in connection with this Agreement\n           -------\nshall be given in writing and shall be deemed given as of the day they are\nreceived either by messenger, delivery service, or in the United States of\nAmerica mail, postage prepaid, certified or registered, return receipt\nrequested, and addressed as follows:\n\n          To Concentric                             To Microsoft:\n                                                    \n          Concentric Network                        Microsoft Corporation\n          1400 Parkmoor Avenue                      One Microsoft Way\n          San Jose, CA  95126                       Redmond, WA  98052-6399\n          Phone:  408.817.2800                      Phone: 425.882.8080\n          Fax:    408.817.2876                      Fax:   425.936.7329\n          Attention:  Chief Financial Officer       Attention:  Mark Chestnut\n \n          Copy to:                                  Copy to:\n \n          Dave Segre                                Law &amp; Corporate Affairs, \n          Wilson, Sonsini, Goodrich &amp; Rosati           US Legal\n          650 Page Mill Road                        Fax: 425.936.7409\n          Palo Alto, CA  94306\n\nor to such other address as a Party may designate pursuant to this notice\nprovision.\n\n     19.6.  Entire Agreement.  This Agreement shall not be effective until \n            ----------------\nsigned by both Parties. This Agreement and the NDA constitute the entire\nagreement between the Parties with respect to the subject matter hereof and\nsupersedes all prior and contemporaneous agreements or communications. This\nAgreement shall not be modified except by a written agreement dated subsequent\nto the date of this Agreement and signed on behalf of the Parties by their\nrespective duly authorized representatives. No waiver of any breach of any\nprovision of this Agreement shall constitute a waiver of any prior, concurrent\nor subsequent breach of the same or any other provisions hereof, and no waiver\nshall be effective unless made in writing and signed by an authorized\nrepresentative of the waiving Party.\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 15 of 23\n\n \nIN WITNESS WHEREOF, the Parties have entered into this Agreement as of the\nEffective Date written above.\n\n\n\nMICROSOFT CORPORATION            CONCENTRIC NETWORK INC.\n\n\n-----------------------------    ----------------------------------\nBy (Sign)                        By (Sign)\n \n-----------------------------    ----------------------------------\nName (Print)                     Name (Print)\n \n-----------------------------    ----------------------------------\nTitle                            Title\n \n-----------------------------    ----------------------------------\nDate                             Date\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 16 of 23\n\n \n                                   EXHIBIT A\n                                        \n                                      [*]\n\n\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 17 of 23\n\n \n                                   EXHIBIT B\n\n                                CONCENTRIC URLS\n\n\n\n1.    The URL associated with the Consumer Concentric MSN Portal will be\n(http:\/\/home.concentric.net)\n--------------------------- \n\n2.    No later than ninety (90) days after the Effective Date, Concentric shall\ninform Microsoft in writing of a second URL for the Small Business Concentric\nMSN Portal\n\n\n\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 18 of 23\n\n \n                                   EXHIBIT C\n\n                                      [*]\n                                        \n\n\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 19 of 23\n\n \n                                   EXHIBIT D\n                                        \n\n                                        \n[*]\n\n\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 20 of 23\n\n \n                                   EXHIBIT E\n                                        \n                               EXISTING CONTRACTS\n\n\n'Bank Card Agreement for Concentric Network Corporation' between First USA and\nConcentric Network Corporation dated 5\/5\/99\n\n'Commercial Agreement' between Mail Call and Concentric Network Corporation\ndated 2\/22\/99\n\n'`Dial Up Client' Agreement' between Netscape Communications Corporation and\nConcentric Research Corporation dated 8\/21\/95, as amended\n\n'Live World Productions `Access Provider Affiliate Agreement'' between Talk City\nand Concentric Network Corporation dated 2\/18\/97\n\n'OEM License Agreement' between Netscape Communications Corporation and\nConcentric Research Corporation dated 7\/27\/95, as amended\n\n'Online Billing Services Distribution and Co-branding Agreement' between Intuit\nand Concentric Network Corporation dated 5\/7\/99\n\n'Secure Internet Payment Card Service Reseller Agreement' between Cybercash and\nConcentric Network Corporation dated 2\/25\/99\n\n\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 21 of 23\n\n \n                                   EXHIBIT F\n\n                        DESCRIPTION OF ACTIVE SUBSCRIBER\n\n[*]\n\n\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 22 of 23\n\n \n                                   EXHIBIT G\n                                        \n                                CONCENTRIC MARK\n                                        \n\n                    [CONCENTRIC NETWORK LOGO APPEARS HERE]\n\n\n\n\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Securities Exchange Commission. Confidential treatment has been requested\nwith respect to the omitted portions.\n\n                                                                   Page 23 of 23\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7174,8221],"corporate_contracts_industries":[9513,9519],"corporate_contracts_types":[9613,9619],"class_list":["post-42033","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-concentric-network-corp","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42033","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=42033"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42033"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42033"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42033"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}