{"id":42145,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/co-marketing-services-agreement-netscape-communications-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"co-marketing-services-agreement-netscape-communications-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/co-marketing-services-agreement-netscape-communications-corp.html","title":{"rendered":"Co-Marketing Services Agreement &#8211; Netscape Communications Corp. and Concentric Network Corp."},"content":{"rendered":"<pre>\n                        CO-MARKETING SERVICES AGREEMENT\n\nThis Co-Marketing Services Agreement ('AGREEMENT'), entered into by and between\nNetscape Communications Corporation ('NETSCAPE'), a Delaware corporation located\nat 501 East Middlefield Road, Mountain View, California 94043, and Concentric\nNetwork Corporation ('CONCENTRIC'), a Florida corporation with its principal\nplace of business at 10590 N. Tantau Avenue, Cupertino, California 95014 is\neffective as of the effective date set forth below ('EFFECTIVE DATE').\n\n                                    RECITALS\n\nA. Netscape is in the business of developing, manufacturing, marketing and\n   distributing Internet-related products and technology, provides related\n   services, and in connection with its marketing efforts, maintains World Wide\n   Web ('WEB') sites for the provision of local-language geographically-targeted\n   Internet content, navigation and directory services;\n\nB. Concentric is in the business of offering certain Internet and Intranet-\n   related services;\n\nC. Netscape is implementing offerings to provide hosted applications to\n   customers; such hosted applications will be a co-branded Service (as defined\n   below) that allows individual professionals, small businesses and project-\n   based users to quickly, easily, and economically run an Intranet for their\n   business;  and\n\nD. The parties wish to enter into this Agreement to specify the terms and\n   conditions of their development,  implementation,  co-marketing, and support\n   of the Service.\n\nNOW, THEREFORE, in consideration of the mutual covenants contained herein, the\nparties agree as follows:\n\n1.   DEFINITIONS.\n\nFor purposes of this Agreement, in addition to the capitalized terms defined\nelsewhere in this Agreement, the following terms shall have the meanings set\nforth below:\n\n'APPLICATIONS' means the Intranet applications that will be provided to\nCustomers via the Service.  Applications will include:  web publishing, email,\nprivate discussion groups operated by Customers, directory, and document\npublishing, collaboration, and management.  Additional applications may include,\nbut are not limited to:  calendering, conferencing, HR handbooks, accounting and\nfinancial, timesheet tracking and billing, sales automation, and job postings.\n\n'CO-BRANDED' means bearing the Service Name.\n\n'CONCENTRIC BRAND SERVICE' means the service described as 'Concentric Brand\nService' in Exhibit A.\n            --------- \n'CONCENTRIC WEB SITE' means the Concentric Web site specified in Exhibit A.\n                                                                 --------- \n\n'CUSTOMER' means an individual, sole proprietorship, partnership, corporation,\nor other legal entity that registers for the Service in accordance with the\nterms and conditions of this Agreement.\n\n \n'NETSCAPE'S WEB SITE' means the collection of HTML documents accessible by the\npublic via the Internet at the URL listed on Exhibit B and\/or at such other URL\n                                             ---------\nor URLs as Netscape may designate. For purposes of this Agreement, Netscape's\nWeb Site shall include, without limitation, the Netscape Services Home Page.\n\n'NETSCAPE'S HOME PAGE' means the home page of Netscape's Web Site.\n\n'NETSCAPE SERVICES HOME PAGE' means the first page that is linked to from\nNetscape's Web Site when an end user clicks on the button described in Section\n3.1.\n\n'PAYMENT' means the amount specified as 'Payment' on Exhibit C.\n                                                     --------- \n\n'SERVICE' means a hosted applications service offered to customers that will:\n(a) allow individual professionals and small businesses to quickly, easily, and\neconomically establish and run an intranet; and (b) use Netscape SuiteSpot\nsoftware features.  The Service will be Co-Branded by Netscape and Concentric\npursuant to this Agreement.  For purposes of this Agreement, the Netscape\nServices Home Page will not be deemed a part of the Service.\n\n'SERVICE AD INVENTORY' means the electronic advertising inventory within the\nService.\n\n'SERVICE LAUNCH DATE' means the first date on which the Service is fully\nfunctional and accessible to Customers, as described in this Agreement.\n\n'SERVICE NAME' means:  (i) the name initially agreed to by the parties for\npurposes of co-branding the Service; and (ii) any replacement name(s) determined\nby mutual agreement of the parties.\n\n'TERM' means the period specified as 'Term' on Exhibit A.\n                                               --------- \n'THIRD PARTY PROVIDER' means a company that provides applications for use by\nCustomers in the Service.\n\n2.   TERRITORY.  The geographic scope of this Agreement is intended to be the\nU.S. and English-speaking Canada ('Territory').  To the extent that the Service\n                                   ---------                                   \nmay be used by Customers outside of the Territory, such use will also be subject\nto the terms and conditions of this Agreement.\n\n3.   SERVICE FEATURES.  The Service shall conform with the following \nrequirements:\n\n     3.1. Netscape's Home Page.  A menu item, with a name chosen by Netscape,\n          --------------------                                               \nwill appear above the fold on Netscape's Home Page no later than the Service\nLaunch Date and for the remainder of the Term.  When the button corresponding to\nsuch menu item is selected by an end user, the end user will be linked to the\nNetscape Services Home Page.\n\n     3.2. Netscape Services Home Page.\n          --------------------------- \n\n          (a) The Netscape Services Home Page will:  (i) be designed, developed,\nproduced and managed by Netscape, including but not limited to hiring and\nmanaging creative and technical staff as needed to do so; (ii) be hosted and\nmaintained solely on Netscapes's servers; (iii) have a dedicated [*] (or such\nother [*] as Netscape may determine); and (iv) be directly linked, [*], from\nNetscape's Home Page. The parties acknowledge and agree that all access to the\nNetscape Services Home Page shall be deemed to be via Netscape's Web Site, and\ntherefore [*]. The parties acknowledge that it is their intent that the\nprincipal function of the Netscape Services Home Page will be to drive traffic\nto, and generate subscribers for, the Service.\n\n          (b) On the Netscape Services Home Page, links to and information about\nthe Service will be accorded the majority of the [*] screen space. Within such\nmajority of such [*] screen space, there will be a link to Concentric's\nenterprise access service, subject to the terms and conditions of this\nAgreement. The remainder of such useable screen space will be the sole\nresponsibility of Netscape and will not be subject to the terms and conditions\nof this Agreement.\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n                                       2\n\n \n     3.3. Service Pages.\n          ------------- \n\n          (a) The Service will:  (i) be produced and managed by Concentric,\nincluding but not limited to hiring and managing creative, technical, customer\nsupport, and general staff as needed to do so; (ii) be hosted and maintained\nsolely on [*]; and (iii) have a [*] (such as [*] or such other [*] as Netscape\nmay determine).\n\n          (b) Concentric and Netscape will mutually agree to the design and look\nand feel of the Service and its Web pages.  Netscape will be responsible for\nassisting Concentric with the navigational and architectural structure for\ndisplaying the contents of the Service's Web pages (i.e., text and graphical\nelements).  At Netscape's expense, Netscape will provide the services of a\nproducer to assist with the design of the Service's Web pages.\n\n          (c) Every page of the Service will be Co-Branded above the fold.\n\n     3.4. Purchase, Implementation, Maintenance And Support. Subject to the\n          --------------------------------------------------               \nprovisions of Exhibit C, Concentric expressly agrees that Concentric shall be\n              ---------                                                      \nsolely responsible for the purchase, implementation, maintenance and support of\nall software and hardware required to fulfill its obligations under this\nAgreement.\n\n     3.5. Target Market.  The Service's primary target market is as specified as\n          -------------                                                         \n'Target Market' on Exhibit A.\n                   --------- \n\n     3.6. Name of the Service.  The initial Service Name, and any subsequent\n          -------------------                                               \nService Names, will be mutually agreed upon by Netscape and Concentric.\nConcentric shall not independently use the Service Names without Netscape's\nprior written consent unless such use occurs in connection with Concentric's\nadvertising sales and promotional efforts on behalf of the Service in accordance\nwith this Agreement.  The Service Name shall be displayed on every page of the\nService and on no other locations without Netscape's prior written consent\nexcept in connection with such advertising sales and promotional efforts on\nbehalf of such Service.  If a Service Name includes a co-branding component,\nConcentric may not use the corresponding Service Name with Netscape's name\nexpunged.  Concentric may not use a Service Name independent of the Service\nexcept as provided for above in this Section 3.6.\n\n     3.7. Design of Service.  The Service shall be co-branded equally by\n          -----------------                                             \nNetscape and Concentric.  Netscape shall be responsible for creating, and\nConcentric shall be responsible for implementing, the graphic user interface\nincluding navigation, architecture, look and feel as well as the tone of the\nService, taking into consideration the cultural, economic and linguistic\nqualities of such Service's Territory;  provided, however, that Netscape and\nConcentric shall mutually agree to the initial design, and each subsequent\ndesign, of the Service.\n\n     3.8. Netscape Products.\n          ----------------- \n\n          (a) Except as specified in subsection (b) below, Netscape does not\ngrant to Concentric under this Agreement any right or license to use any\ntrademarks, content, products or other technology.\n\n          (b) Subject to the terms and conditions of this Agreement, Netscape\nhereby grants to Concentric a non-exclusive, non-transferable license for the\nTerm to implement, utilize, and display to Customers and their end users within\nthe Service, all of Netscape's Design Contributions.  'NETSCAPE'S DESIGN\nCONTRIBUTIONS' means Netscape's contributions under this Agreement to the look\nand feel and overall design of the Service.   Upon the expiration or termination\nof this Agreement, Concentric will immediately discontinue all of its use of\nNetscape's Design Contributions, except as may be expressly permitted by this\nAgreement.\n\n     3.9. Roll-out Schedule.   The parties will use their reasonable best\n    <font size=\"2\">      -----------------                                              \nefforts to meet the phased roll-out requirements for the Service as specified in\n                                                                                \nExhibit  D.\n---------- \n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n                                       3\n\n \n     3.10.  Customer Registration.   Each Customer will register for the Service\n            ---------------------                                               \nin accordance with Exhibit E.  Any and all information regarding each Customer\n                   ---------                                                  \nand its end users that is obtained by Concentric through, or in connection with,\nthe Service will be subject to the terms and conditions of Exhibit E.\n                                                           ---------- \n\n     3.11.  Separate Servers.   Concentric agrees that, beginning no later than\n            ----------------                                                   \nJanuary 1, 1998, the primary functions and applications of the Service will be\nrun on dedicated hardware servers throughout the remainder of the Term.\n\n     3.12.  Technical Support.   During the Term:\n            -----------------                    \n\n          (a) Concentric shall provide technical support services for the\nService to Netscape on a timely basis, appoint a technical contact to whom\nNetscape may address all technical questions relating to the Service, and use\nits reasonable commercial efforts to promptly remedy any material misplacement\nor malfunctioning of the Service; provided, however, that Concentric will\nprovide the foregoing no less effectively and timely than it provides such\nservices in connection with other Concentric services.\n\n          (b) Concentric shall <\/font>be responsible for each Customer's maintenance\nand support requirements in connection with the Service, which will be mutually\nagreed to by Netscape and Concentric in the form of written maintenance and\nsupport guidelines.  In Concentric's performance of such obligations, the\nCustomers shall not be disadvantaged or suffer from inferior performance\nrelative to the customers of the Concentric Brand Service and other Concentric\nInternet offerings.\n\n          (c) Concentric will provide front line support to the Third Party\nProviders. If Concentric receives any questions from a prospective or existing\nThird Party Provider relating to specific development or technical support (such\nas how to develop on the Netscape platform), Concentric will refer the\nprospective or existing Third Party Provider to the Netscape Developer Program\nas described on Netscape's Web Site.\n\n          (d) Concentric will provide Netscape at no charge with two (2) test\naccounts that will permit Netscape to access and test the functionality of the\nService at any  time during the Term.\n\n4.   REPORTS.\n\n     4.1. Search Field.  A field providing search functionality may be included\n          ------------                                                         \non pages within the Service as the parties may mutually determine.  The search\nexecuted from the search field will initially only cover content within such\nsearch field's Service itself.  When the re<font size=\"2\">sults to a search query are returned,\na user may be given the option of expanding the scope of the search to\nencompass the World Wide Web using one of [*] search engines as appropriate\nfor the Territory. The user will also be offered the choice of executing\nanother search limited to the content of such Service. The terms and\nconditions of this paragraph will not apply to pages created solely by\nCustomers without the assistance of the Service.\n\n     4.2. Search Field Positioning. The search field described in Section 4.1\n          ------------------------                                           \nshall appear below the fold on any page in which the search field is listed.\nThe search engine companies which appear as expanded search options, as well as\nthe positioning of the search engine companies on the page served to end users\nin conjunction with the end user's search results, are subject to Netscape's\napproval. Concentric shall not charge any of the search engine companies for\nthese listings. Netscape reserves the right to review the [*] search field in\nthe Service as such search functionality may impact [*], and require that the\nsearch functionality in any or all Service be [*] or [*].\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n\n                                       4\n\n \n     4.3. Monthly Search Reports. Within fifteen (15) days of the end of each\n          ----------------------                                             \nmonth during the Term, Concentric shall provide Netscape with monthly reports\ndetailing the following information for each day during the month covered in the\nreport:\n\n   . any information collected in the course of operating the Service about \n     [*] that Concentric collects whether such information is [*] or\n     technology-provided.\n\nThe parties shall mutually determine the format and the date of submission for\nthis monthly report.  The information contained in each report shall be\nNetscape's and Concentric's Confidential Information.\n\n     4.4. Weekly Log Reports.  On a weekly basis, Concentric shall provide\n          ------------------                                              \nNetscape with the daily [*] logs for the Service. The information contained in\nthe report shall be Netscape's and Concentric's Confidential Information,\nprovided, however that Netscape shall have the right to use the information\ncontained in such reports in Netscape's private and public reporting of access\nto (i) the Service in the aggregate, (ii) Netscape's Web Site, individually\nand in the aggregate, and (iii) Netscape's web sites worldwide in the\naggregate.\n\n5.   APPLICATIONS  FOR THE SERVICE.\n\n     5.1. Selection of Applications.  Applications and content for the Service\n          ------------------------- <\/font>                                          \nwill be as mutually agreed to by Netscape and Concentric in writing from time to\ntime.\n\n     5.2. Concentric and Netscape Applications.  Any and all Applications\n          ------------------------------------                           \nprovided by Concentric or Netscape for the Service will be accounted for solely\nin accordance with Exhibit C.\n                   --------- \n\n     5.3. Third Party Provider Applications.  To the extent that Netscape and\n          ---------------------------------                                  \nConcentric mutually agree that  any applications for the Service are to be\nsupplied by a Third Party Provider:  (a)  such third party will be compensated\nas mutually agreed by Netscape and Concentric; and (b) Netscape will not be\nexcluded from, or denied any right with respect to, such third party or its\nApplications.  Such third party will supply such applications pursuant to an\nagreement between such third party and Concentric containing terms and\nconditions, and in a form, mutually agreed by Netscape and Concentric, including\nat a minimum the following:  (i) the Third Party Provider will fully indemnify\nConcentric and Netscape against any  third party claims arising from content\nposted, displayed, or transmitted on the Service by Customer or its end users;\n(ii) any and all liability of Netscape in connection with such agreement will be\ndisclaimed; and (iii) Netscape will be specified as a third party beneficiary of\nsuch agreement.\n\n     5.4. Customer's Selection of Applications.  During the registration process\n          ------------------------------------                                  \nor thereafter, each Customer shall electronically specify which applications it\nwishes to utilize in the Service.  Concentric will be responsible for\nconfiguring and maintaining each Customer's use of the Service in accordance\nwith Customer's requests to Concentric.\n\n     5.5. Integrated Community.  Netscape and Concentric acknowledge that the\n          --------------------                                               \nintent of the Service is to provide an 'integrated community' experience for end\nusers and not to provide Concentric with any [*] in listings\nrelative to any other Third Party Provider, unless such [*] is agreed to by\nNetscape. Promotion of Concentric's web sites and Internet-related services\nwill be minimized to prevent diversion of user traffic from the Service.\nPromotion of Concentric within a Service will be subject to Netscape's\napproval.\n\n6.   MARKETING.\n\n     6.1. Netscape's Marketing.  During the Term, \n          --------------------                                                  \n[*] which is: (i) a intranet applications hosting service, (ii) [*], (iii) [*]\nto (within\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n                                       5\n\n \n[*] from) the then-current home page of Netscape's U.S. English-language Web\nsite, and (iv) is operated in the English language.\n\n     6.2. Concentric's Marketing. During the Term, and \n          ----------------------                                              \n[*] adequately focused on developing and maintaining the Service, Concentric\n[*] which is: (i) a [*], (ii) [*] users, and (iii) is operated in the English\nlanguage. Notwithstanding the foregoing, [*] as a [*] service until [*].\n\n7.   CONCENTRIC'S OBLIGATIONS.\n \n     7.1. Production, Technology and Content Programming.\n          ---------------------------------------------- \n\n          (a) Concentric shall be responsible for all hosting, production, and\nprogramming of the Service, consistent with each Customer's specifications. The\nService shall not be [*] from [*] production, programming or performance [*].\nThe Service shall perform [*] standards as the Concentric Brand Service.\nConcentric shall perform its duties described herein with [*] as it employs\nwith respect to its [*] and Web sites and the services and Web sites\nConcentric may operate for third parties, and Concentric [*] own Web sites or\nservices, or those of any third party, [*] Service.\n\n          (b) With respect to features and functionalities offered within the\nService, Concentric shall [*] a technology which might [*] Netscape products\nor services (except for technologies developed by Concentric and not covered\nelsewhere in this Agreement), unless Concentric has obtained Netscape's\nwritten approval to use such a competing technology. Concentric will ensure\nthat all technologies and services provided by suppliers for the Service will\nbe compliant and compatible with Netscape technologies. Concentric will\noptimize the Service to use Netscape's most current technologies, which will\nbe fully operational and available to Customers [*] of each new Netscape\nclient product, unless the parties mutually agree that the implementation of a\ncertain technology is not technically feasible for the Service.\n\n          (c) Concentric's obligation to produce the Service, including without\nlimitation offering hosting, production services, technology and programming\nwhich [*] established by Concentric on its own Web site or\nservices (or the Web site or services Concentric manages for any third party)\nand [*], is a material obligation of Concentric under\nthis Agreement.\n\n     7.2. Advertising.  Advertising and similar promotions within the Service\n          -----------                                                        \nwill be designed by mutual agreement of Netscape and Concentric. Netscape will\nmanage and sell all advertising and sponsorships within the Service Ad\nInventory.  Netscape will manage the advertising product and services with the\n[*] of professionalism Netscape exercises with respect to Netscape's own\nWeb sites.\n\n     7.3. Harm to Netscape.\n          ---------------- \n\n          (a) Netscape may, in its reasonable discretion, at any time [*]\nor publish, or direct Concentric to refuse to accept or publish and [*]\npublication of, a Third Party Provider application, an advertisement and\/or\nother content on the Service and any other areas related to the Service if\nsuch content is, in Netscape's [*], including, without limitation, any\nmaterial that encourages conduct that would constitute a criminal offense,\ngive rise to civil liability, or otherwise violate any applicable local,\nstate, national or international law.\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n                                       6\n\n \n          (b) If Netscape, in its [*], at any time determines that any of\nConcentric's [*] and [*], including but not limited to the [*] contains or\npresents any material that has been prepared by or for Concentric or a Third\nParty Provider in a manner that Netscape [*] or an infringement of Netscape's or\na third party's rights, or unlawful in any country or territory, Netscape may\nimmediately terminate this Agreement if Concentric has not revised to Netscape's\nreasonable satisfaction that material or presentation within three (3) business\ndays of notification by any means from Netscape.\n\n          (c) If Netscape, in its [*], at any time determines that any of\nConcentric's [*] and [*], including but not limited to the [*] contains any\nmaterial or presents any material (other than material within the scope of\nsubsection (b) above) in a manner that Netscape [*] or an infringement of\nNetscape's or a third party's rights, or unlawful in any country or territory,\nNetscape may immediately terminate this Agreement if Concentric has not revised\nto Netscape's reasonable satisfaction that material or presentation within three\n(3) business days of notification by any means from Netscape.\n\n          (d) To the extent that, following a notification by Netscape to\nConcentric pursuant to subsection (b) or (c) above, Concentric's good faith\nactions undertaken in accordance with such notification result in a third party\naffected by such actions initiating claims against Concentric for damage\nallegedly caused by such actions of Concentric, then:\n\n              (i)    if such actions were in connection with the Service,\nConcentric's [*] paid in [*] such action will be treated as [*] of the Service\nin accordance with Exhibit C;\n                   ---------\nor\n\n              (ii)   if such actions were in connection with any [*] other \nthan the Service, Concentric's [*] paid in [*] such action will \n[*] by Netscape;\n\nprovided that Concentric will (A) promptly notify Netscape in writing of any\nsuch claim and (B) if such claim is under subsection (ii) above, Concentric will\ngrant Netscape control of the defense and all related settlement negotiations,\nand will cooperate with Netscape, at Netscape's expense, in defending or\nsettling such claim.\n\n          (e) Concentric will prepare, and propose to Netscape: (i) the initial\n[*] that will govern the use of the Service by Customers and their end users;\nand (ii) from time to time, appropriate modifications and additions to such [*]\nConcentric and Netscape will [*] on such [*] and all material modifications and\nadditions thereto, prior to their implementation. Such [*] will govern each\nCustomer's, and its end users', use of the Service. Concentric will be\nresponsible for [*] in a manner [*] by Concentric and Netscape. Subject to\nthe terms and conditions hereof, Netscape and Concentric will reasonably [*]\nagainst Customers or end users that [*] them.\n\n     7.4. Netscape Now Program Compliance on Concentric's Web Site and the\nServices.\n\n          (a) Subject to the provisions of Section 8.6 Concentric shall display\nthe 'Netscape Now' button [*] of the Services and on [*], on [*] Concentric's\nWeb site linked to the Service, and on [*] on any Concentric web site which\n(except as provided under Section 8.6(c)) contains a (i) [*] or (ii) [*] or\n(iii) [*] and use best efforts to include the following statement (or a\nstatement designated by Netscape and generally used by Netscape as a successor\nto the following statement or in connection with any successor program to\nNetscape's Netscape Now program) next to the Netscape Now button: 'This site is\nbest viewed with Netscape\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n\n                                       7\n\n \nCommunicator. Download Netscape Now!' Concentric will produce each such page\nsuch that when an end user presses or clicks on the Netscape Now button (or such\nother button used in connection with any successor program to the Netscape Now\nprogram), the end user's Internet client software will access the applicable\nHTML page located at a URL supplied by Netscape. On any page on which the\nNetscape Now button, or a successor button, is displayed, the Netscape Now\nbutton shall be [*] and [*] the virtual [*] for any third party [*] or [*]\nConcentric shall use reasonable commercial efforts promptly to remedy any\nmisplacement of the Netscape Now button on its home page or other pages or any\nmalfunctioning of the button, provided Netscape will fully cooperate with\nConcentric to remedy any such misplacement or malfunctioning, and provided\nfurther that Concentric shall not incur liability for any failure to remedy such\nmisplacement or malfunctioning if such remedy is not within the reasonable\ncontrol of Concentric. In the event that Netscape replaces the Netscape Now\nprogram with a successor program, Netscape shall advise Concentric and\nConcentric shall produce each such page to conform to such successor program,\nprovided Concentric's obligations under such successor program shall not be\nmaterially increased. Netscape hereby grants Concentric a nonexclusive,\nnontransferable, nonassignable, nonsublicensable, royalty-free license to\nperform and display the Netscape Now button directly in connection with\nfulfilling the foregoing obligation. Concentric's use of the Netscape Now button\nshall be in accordance with Netscape's reasonable policies regarding advertising\nand trademark usage as established from time to time by Netscape, including the\nguidelines of the Netscape Now Program published on Netscape's U.S. English-\nlanguage Web Site. Concentric acknowledges that the Netscape Now button is a\nproprietary logo of Netscape and contains Netscape's trademarks. In the event\nthat Netscape determines that Concentric's use of the Netscape Now button is\ninconsistent with Netscape's quality standards, then Netscape shall have the\nright to suspend immediately such use of the Netscape Now button. Concentric\nunderstands and agrees that the use of the Netscape Now button in connection\nwith this Agreement shall not create any right, title or interest in or to the\nuse of the Netscape Now button or associated trademarks and that all such use\nand goodwill associated with the Netscape Now button and associated trademarks\nwill inure to the benefit of Netscape. Concentric agrees not to register or use\nany trademark that is similar to the Netscape Now button. Concentric further\nagrees that it will not use the Netscape Now button in a misleading manner or\notherwise in a manner that could tend to reflect adversely on Netscape or its\nproducts.\n\n     7.5. Marketing Collateral.  Concentric will maintain on the Service readily\n          --------------------                                                  \navailable on-line marketing collateral for the Service.  The collateral will be\nupdated on a timely and on an as-needed basis.\n\n     7.6. Service Enrollment Support.  Concentric shall provide information and\n          --------------------------                                           \napplication development support to Third Party Providers regarding participation\nin the Service.\n\n     7.7. Use of Netscape's Menu Applets. In addition, Concentric shall, at\n          ------------------------------                                   \nNetscape's request, implement user interface elements and interface applications\nfor the Service, provided that, in Concentric's reasonable judgment, such\nimplementation does not require extraordinary development efforts in the\noperation of the Service.\n\n8.   JOINT ACTIVITIES AND OWNERSHIP.\n\n     8.1. Press Plans.  Concentric and Netscape agree to participate in a joint\n          -----------                                                          \npress announcement regarding the Service which will take place on a mutually\nagreed upon date.  The parties shall agree to the form and content of the joint\npress release.  Notwithstanding the foregoing, either party may issue its own\npress release, subject to the other party's prior approval of the content within\nthe release; with respect to major advertising and marketing deal announcements\nregarding the Service, Netscape and Concentric shall each use its reasonable\ncommercial efforts to respond to a request for such approval within forty-eight\n(48) hours of its \n\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n                                       8\n\n \nreceipt of a copy of the proposed announcement, provided that neither party will\nin any event make any such announcement without first receiving the other\nparty's prior approval. In any press announcement regarding any or all of the\nService, both Concentric and Netscape's name and logo shall be included in the\npress release, and the names and logos shall appear with equal prominence.\nInterviews with the press regarding announcement of the Service shall be\ncoordinated between both Netscape and Concentric.\n\n     8.2. Research.  If Concentric or Netscape conducts any research regarding\n          --------                                                            \nany or all of the Service, such research results shall be shared between both\ncompanies on a timely basis.  If Concentric or Netscape conducts a study on\ntheir respective Web sites, both companies shall include the Service in the\nstudy, as appropriate.  Concentric will conduct substantially the same level and\nas much research and data collection regarding the Service as Concentric\nconducts with respect to the Concentric Brand Service and other Concentric\nofferings.\n\n     8.3. Quarterly Reviews of the Service.  Netscape and Concentric agree to\n          --------------------------------                                   \nestablish quarterly reviews of the Service to evaluate the Service and agree to\nmodifications and improvements to the Service.\n\n     8.4. Design Reviews and Ownership.\n          ---------------------------- \n\n          (a) Design Review.  Netscape and Concentric shall mutually agree to\n              -------------                                                  \nall significant changes and enhancements to the look and feel of the Service,\nincluding, but not limited to, significant new artwork or functional changes.\n\n          (b) Look and Feel of Collective Work and Individual Contributions.\n              -------------------------------------------------------------  \n[*]  Notwithstanding the foregoing, the ownership rights of Concentric, each\nThird Party Provider, and their respective licensors to the look and feel of any\nand all contributions to such collective work shall not be diminished or\notherwise affected by Netscape's rights in such collective work.\n\n          (c) Ownership of Other Copyrightable Subject Matter.  Copyrighted\n              -----------------------------------------------              \nelements contained in the Service shall be the property of the copyright owner.\n\n          (d) Post-Termination License.  Concentric hereby grants to Netscape a\n              ------------------------                                         \n[*] without payment or other charge therefor, to use the [*] in association with\nsuch Service or any future service after the termination or expiration of this\nAgreement.\n\n          (e) Independent Development.  Subject to the terms and conditions of\n              -----------------------                                         \nthe Non-Disclosure Agreement attached hereto as Exhibit F, nothing contained\n                                                ---------                   \nherein shall prevent Netscape or Concentric from independently developing\nfeatures or functionality which are similar to the features and functionality\nowned by the other party and implemented in the Service.\n\n     8.5. Optimize for Netscape Technology.\n          -------------------------------- \n\n          (a) Concentric will [*] to use Netscape's [*] Such [*] will be fully\noperational and public [*] to the release of new Netscape client products,\nunless both parties mutually agree that the implementation of a certain\ntechnology is not technically feasible.\n\n          (b) In order to [*] support of current Internet browser technologies,\nConcentric shall implement a [*] Concentric's own Web sites implementing at\nleast one of the following: [*] or the then current [*] technology (or\nsubsequent features displayable by an end user's browser). Such features shall\nbe positioned [*] of the Service and within at least one [*] location on\nConcentric's own Web site. The [*] shall be fully operational and publicly\naccessible at the [*] client products.\n\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n                                       9\n\n \n     8.6. Netscape Software:  In order to [*] between Concentric and Netscape\n          -----------------\nand [*] of Netscape's products, Concentric agrees to [*] on an [*] basis.\nThis means that Netscape shall receive [*] to any other Internet client software\ncompany, except as described below:\n\n          (a) On Concentric's home page, such page currently being located at\nhttp:\/\/www.concentric.net, or any successor home page which is Concentric's\nprimary web site referring to their service offerings, Netscape [*] will\ninclude, but is not limited to, the Netscape logo or other promotional\nelements, subject to the terms and conditions of Section 7.4.\n\n          (b)  On Concentric's enterprise web site, or such page currently being\nlocated at http:\/\/enterprise.concentric.net, or any successor web site which is\nConcentric's primary web site offering services to their enterprise customers,\nNetscape will receive [*] and positioning and such [*] client or server [*].\nSuch [*] and [*] will be subject to the terms and conditions of Section 7.4.\n\n          (c)  Notwithstanding the foregoing, the parties acknowledge that with\nregard to the [*] Concentric's Web site, such portion located at the URL\nhttp:\/\/home.concentric.net, and solely with regard to the [*] Internet browser\nclient software, and only until the [*] between Concentric and any [*] Netscape\nmay [*] which is [*] than the [*] received by a third-party Internet [*]\nprovider.\n\n     8.7. Advertising of the Service.  Netscape will promote the Service through\n          --------------------------                                            \nadvertising placement on its site and other sites.\n\n     8.8. InBox Direct.  Netscape will promote the Service within appropriate\n          ------------                                                       \nNetscape newsletters that it manages in the InBox Direct program.  Netscape will\nprovide, produce, and manage a Service newsletter with a premium position in\nInBox Direct.\n\n     8.9. Netscape Netcaster. Netscape will provide, produce, and manage a\n          ------------------                                              \ndedicated Service channel or a Service feature section within the Netscape\nChannel.\n\n     8.10.  Other Co-Marketing Activities.  In addition to activities set forth\n            -----------------------------                                      \nin this Section 8, the parties shall participate in other co-marketing\nactivities related to the Service and this Agreement as agreed to by the parties\nfrom time to time.\n\n9.   PAYMENT.\n\n     9.1. Payment Amounts.  For the benefits and services provided by Netscape\n          ---------------                                                     \nto Concentric during the Term, Concentric shall remit to Netscape the Payments\nof Applications Hosting Net Revenues as set forth on Exhibit C.  For the\n                                                     ---------          \nbenefits and services provided by Concentric to Netscape during the Term,\nNetscape shall remit to Concentric the Payments or Advertising Net Revenue as\nset forth on Exhibit C.\n             --------- \n\n     9.2. Timing of Payment. Each party shall make the Payments in accordance\n          -----------------                                                  \nwith the schedule set forth on Exhibit C.\n                               --------- \n\n     9.3. Currency, Interest and Taxes.  All amounts payable hereunder are\n          ----------------------------                                    \ndenominated in U.S. Dollars, and all amounts payable to Netscape hereunder shall\nbe remitted in U.S. Dollars.  Any portion of any Payment which has not been paid\nto Netscape within the applicable time set forth herein shall bear interest at\nthe lesser of (i) one percent (1%) per month, or (ii) the maximum\n\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n                                       10\n\n \namount allowed by law. All payments due hereunder are exclusive of any\napplicable taxes. Concentric shall be responsible for all applicable national,\nstate and local taxes, value added or sales taxes, exchange, interest, banking,\ncollection and other charges and levies and assessments pertaining to payments,\nother than U.S. taxes based on Netscape's net income. If Concentric is required\nby law to make any deduction or to withhold from any sum payable to Netscape by\nConcentric hereunder, (i) Concentric shall effect such deduction or withholding,\nremit such amounts to the appropriate taxing authorities and promptly furnish\nNetscape with tax receipts evidencing the payments of such amounts, and (ii) the\nsum payable by Concentric upon which the deduction or withholding is based shall\nbe increased to the extent necessary to ensure that, after such deduction or\nwithholding, Netscape receives and retains, free from liability for such\ndeduction or withholding, a net amount equal to the amount Netscape would have\nreceived and retained in the absence of such required deduction or withholding.\n\n10.  CUSTOMER BILLING.  Concentric will be responsible for Customer billing.\nSuch billing must be Co-Branded no later than January 1, 1998 and throughout the\nremainder of the Term; Concentric will use reasonable commercial efforts to\nimplement Co-Branded billing prior to such date.  All billing procedures and\nrequirements will be mutually agreed by Netscape and Concentric.\n\n11.  REPORTING, AUDIT RIGHTS AND MILESTONES.\n\n     11.1 Reporting.  Within fifteen (15) days after the end of each month\n          ---------                                                       \nduring the Term:  (i)  Concentric shall provide Netscape with a report in common\nlog format describing the total number of hits and page impressions for each of\nthe pages in the Service, and such other tracking information as the parties\nshall mutually agree ('Access Logs'), and (ii) Netscape shall provide Concentric\n                       -----------                                              \nwith a report describing the number of redirects of traffic to the Service from\nNetscape's Web Site and such other tracking information as the parties shall\nmutually agree.\n\n     11.2.  Audit Rights.\n            ------------ \n\n          (a) Concentric shall retain complete, clear and accurate records\nregarding its activities under this Agreement.  Each June and December during\nthe Term, the parties shall review the financial results for the Service and\nAccess Logs.\n\n          (b) Netscape shall retain complete, clear and accurate records\nregarding its obligation to make Advertising Net Revenue Payments to Concentric\npursuant to Exhibit C.\n            --------- \n\n          (c) Each party shall have the right, upon no less than fifteen (15)\ndays prior written notice to the other party, to cause an independent Certified\nPublic Accountant to inspect and audit, during the audited party's normal\nbusiness hours, all relevant records of the audited party upon which its\nPayments under Exhibit C are based.  The costs of such audit shall be paid by\n               ---------                                                     \nthe auditing party provided, however, that if said inspection shall reveal an\nerror in excess of five percent (5%) in monies due to the auditing party by the\naudited party, the audited party shall pay for the audit.  Each party's audit\nrights as described herein shall continue for two (2) months after the\nexpiration or termination of this Agreement.\n\n     11.3.  Milestones.\n            ---------- \n\n          (a) Netscape and Concentric agree to establish quarterly reviews of\nthe Service with the intent to review the success of the Service and agree to\nmodifications and improvements to the Service.\n\n          (b) Netscape and Concentric agree to review the business plan for the\nService after twelve (12) months of its operation for the purpose of mutually\nagreeing to revised Customer, gross revenue targets, net revenue targets, and\nany other targets mutually agreed to by the parties (collectively 'Milestones').\n                                                                  ----------- \nThe current targets are to reach monthly run rates of [*] per\nmonth, [*] in gross revenues per month, and [*] in net revenues per month, by\nthe [*] month of the Service's operation. If the parties cannot mutually\nagree to\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n                                       11\n\n \nrevised Milestones, then the monthly run-rate Milestones for the next review\nshall be set at double the average actual monthly gross revenues for months 9-\n12, and net revenues shall be at [*] of such monthly gross revenues.\n\n          (c) Netscape and Concentric agree to review the revised Milestones\nthree (3) months prior to the end of the Term (including any extension of the\nTerm) ('End-of-Term Review') for the purpose of:  (i) discussing the performance\n        ------------------                                                      \nof the Service and the desirability of extending the Term; and (ii)  mutually\nagreeing to revised Milestones.\n\n12.  TERM AND TERMINATION.\n\n     12.1.  Term.  Unless earlier terminated pursuant to the provisions of\n            ----                                                          \nSection 12.2, the this Agreement shall remain in force for the Term. The Term\nwill automatically be extended for not more than [*] have been met. If such\nMilestones [*] of the Term (including any extension of the Term), either party\nmay decline to extend the term by giving the other party written notice thereof\nwithin three (3) business days following the applicable End-of-Term Review.\n\n     12.2.  Termination for Cause.  Either party shall have the right to\n            ---------------------                                       \nterminate this Agreement upon a material default by the other party of any of\nits material obligations under this Agreement, unless within thirty (30)\ncalendar days after written notice of such default the defaulting party remedies\nsuch default.\n\n     12.3.  Rights Upon Termination or Expiration.\n            ------------------------------------- \n\n            (a)  Upon expiration or termination of this Agreement, at Netscape's\noption, either:  (i)  Concentric shall remain obligated to provide support\nservice and maintenance operations for the Service for a period of six (6)\nmonths from the time of termination or expiration on the terms and conditions of\nthis Agreement; and (ii) Netscape will (subject to Concentric's proprietary\nrights) have the right to develop [*] and Concentric [*] to produce the Service.\nIn either event, upon the termination of its obligations to Netscape in regard\nto the Service, Concentric will (subject to Netscape's proprietary rights) have\nthe right to produce a similar service, but Concentric will no longer have the\nright to use the Service Name or the Service's domain name.\n\n            (b)  Following the expiration or termination of this Agreement,\nNetscape and Concentric will provide a transition period of six (6) months to\nCustomers, during which time Concentric and Netscape [*] provided by either\nparty. Netscape and Concentric [*] to Customers about such expiration or\ntermination if such communications take place through the operating channels of\nthe Service, provided that such agreement will not be unreasonably withheld or\ndelayed. If after such agreement, [*] After the period of [*] the Customer\naccounts [*] the similar service they prefer will [*] In this case, equitably\nshall be defined as near equal in terms of: (i) [*] (ii) [*] and (iii) [*] with\nthe Service.\n\n            (c)  Following any termination or expiration of this Agreement,\nNetscape shall have the right, without any additional payment, charge or royalty\nto Concentric, to produce versions of the Service which do not include\nConcentric's proprietary technology, logo or name but which might employ a\ngraphic user interface which is substantially similar to the graphic user\ninterfaces of the Service.\n\n            (d)  In addition to the right to receive amounts payable at the \ntime of the termination of expiration of this Agreement, Sections 8.4 ('Design\nReviews and Ownership'), 11.2 ('Audit Rights'), 12.3 ('Rights Upon Termination\nor Expiration'), 12.4 ('No Compensation'), 13\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n                                       12\n\n \n('Warranties and Indemnification'), 14 ('Limitation of Liability') and 15\n('General'), and provisions on Exhibits attached hereto that provide for their\nsurvival, shall survive the termination or expiration of this Agreement for any\nreason. Provisions of other Sections which, by their nature, must remain in\neffect beyond the termination or expiration of this Agreement, shall also\nsurvive termination or expiration of this Agreement for any reason.\n\n     12.4.  No Compensation.  Neither party shall be entitled to any\n            ---------------                                         \ncompensation, damages or payments in respect to goodwill that has been\nestablished or for any damages on account of prospective profits or anticipated\nsales, and shall not be entitled to reimbursement in any amount for any\ntraining, advertising, market development, investments, leases or other costs\nthat shall have been expended by it before the expiration or termination of this\nAgreement, regardless of the reason for or method of termination of this\nAgreement.  Each party hereby waives its rights under applicable laws for any\nsuch compensation, reimbursement or damages.\n\n13.  WARRANTIES AND INDEMNIFICATION\n\n     13.1   Title.\n            ----- \n\n            (a)  Concentric warrants that (i)  it has the right to perform the\nservices set forth in this Agreement, (ii) such performance does not infringe on\nany third parties' proprietary or personal rights, (iii) it owns or licenses all\nrights, title and interest in and to the technology underlying the production of\nthe Service, (iv) Netscape shall not be obligated to pay any fees or royalties\nin connection with the Service other than as specifically set forth in this\nAgreement, and (v) there are no pending or threatened lawsuits concerning any\naspect of the Service or the technology underlying the Service.\n\n            (b)  Netscape warrants that (i)  it has the right to perform the\nservices set forth in this Agreement, (ii) such performance does not infringe on\nany third parties' proprietary or personal rights, (iii) it owns or licenses all\nrights, title and interest in and to Netscape Design Contributions, (iv)\nConcentric shall not be obligated to pay any fees or royalties in connection\nwith the Service other than as specifically set forth in this Agreement, and (v)\nto the best of Netscape's knowledge, there are no pending or threatened lawsuits\nconcerning any aspect of the Service or the technology underlying the Service.\n\n     13.2.  Performance.  Concentric warrants that the Service will function\n            -----------                                                     \nsubstantially in accordance with the specifications set forth in this Agreement\nand as the parties may determine from time to time.  Concentric shall repair any\nmalfunctions of the Service within a reasonable period of time (not to exceed\ntwo (2) days) after notice by any party of such condition.\n\n     13.3   Responsibility.  Concentric represents and warrants to Netscape that\n            --------------                                                      \nthe [*] (other than the [*] which will appear on the Service or any other areas\nrelated to the Service, and [*] will not violate any criminal laws or any rights\nof any third parties, including, but not limited to, infringement or\nmisappropriation of any copyright, patent, trademark, trade secret, music,\nimage, or other proprietary or property right, false advertising, unfair\ncompetition, defamation, invasion of privacy or rights of celebrity, violation\nof any antidiscrimination law or regulation, or any other right of any person or\nentity, or otherwise violate any applicable local, state, national or\ninternational law.\n\n     13.4.  Disclaimer.  THE WARRANTIES PROVIDED BY CONCENTRIC HEREIN ARE THE\n            ----------                                                       \nONLY WARRANTIES PROVIDED BY EITHER PARTY WITH RESPECT TO THE SERVICES.  EACH\nPARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY\nIMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH\nRESPECT TO THE SERVICES.\n\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n                                       13\n\n \n     13.5.  Indemnification.\n            --------------- \n\n            (a)  Concentric agrees to indemnify Netscape and to hold Netscape\nharmless from any and all liability, loss, damages, claims, or causes of action,\nincluding reasonable legal fees and expenses that may be incurred by Netscape,\narising out of or related to Concentric's breach of any of the foregoing\nrepresentations and warranties or arising from third party claims alleging that\n[*] of the Service granted by Concentric hereunder infringes any trademark,\ncopyright, or trade secret of any third party. In connection with such\nindemnification, Netscape will (i) promptly notify Concentric in writing of any\nsuch claim and grant Concentric control of the defense and all related\nsettlement negotiations, and (ii) cooperate with Concentric, at Concentric's\nexpense, in defending or settling such claim; provided that if any settlement\nresults in any ongoing liability to, or prejudices or detrimentally impacts\nNetscape, and such obligation, liability, prejudice or impact can reasonably be\nexpected to be material, then such settlement shall require Netscape's written\nconsent. In connection with any such claim, Netscape may have its own counsel in\nattendance at all public interactions and substantive negotiations at its own\ncost and expense.\n\n            (b)  Netscape agrees to indemnify Concentric and to hold Concentric\nharmless from any and all liability, loss, damages, claims, or causes of action,\nincluding reasonable legal fees and expenses that may be incurred by Concentric,\narising out of or related to Netscape's breach of any of the foregoing\nrepresentations and warranties or arising from third party claims alleging that\n[*] of the Service granted by Netscape hereunder infringes any copyright or\ntrade secret of any third party. In connection with such indemnification,\nConcentric will (i) promptly notify Netscape in writing of any such claim and\ngrant Netscape control of the defense and all related settlement negotiations,\nand (ii) cooperate with Netscape, at Netscape's expense, in defending or\nsettling such claim; provided that if any settlement results in any ongoing\nliability to, or prejudices or detrimentally impacts Concentric, and such\nobligation, liability, prejudice or impact can reasonably be expected to be\nmaterial, then such settlement shall require Concentric's written consent. In\nconnection with any such claim, Concentric may have its own counsel in\nattendance at all public interactions and substantive negotiations at its own\ncost and expense.\n\n14.  LIMITATION OF LIABILITY.  [*] IN NO EVENT WILL EITHER PARTY BE LIABLE FOR\nANY LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL\nDAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO\nTHIS AGREEMENT OR THE TECHNOLOGY LICENSED HEREUNDER, WHETHER ARISING IN TORT\n(INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, EVEN IF IT HAS BEEN INFORMED IN\nADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.\n\n15.  GENERAL.\n\n     15.1.  Governing Law.  This Agreement shall be subject to and governed in \n            ------------- \nall respects by the statutes and laws of the State of California without regard\nto the conflicts of laws principles thereof. The Superior Court of Santa Clara\nCounty and\/or the United States District Court for the Northern District of\nCalifornia shall have exclusive jurisdiction and venue over all controversies in\nconnection herewith, and each party hereby consents to such exclusive and\npersonal jurisdiction and venue.\n\n     15.2.  Entire Agreement.  This Agreement, including the exhibits and \n            ---------------- \nattachments referenced on the signature page hereto, constitutes the entire\nAgreement and understanding between the parties and integrates all prior\ndiscussions between them related to its subject matter. No modification of any\nof the terms of this Agreement shall be valid unless in writing and signed by an\nauthorized representative of each party.\n\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n                                       14\n\n \n     15.3.  Assignment.\n            ----------\n\n            (a)  Concentric may not assign any of its rights or delegate any of\nits duties under this Agreement, or otherwise transfer this Agreement (by\nmerger, operation of law or otherwise) without the prior written consent of\nNetscape. Any attempted assignment, delegation or transfer in derogation hereof\nshall be null and void.\n\n            (b)  In the event of any Change of Control of Concentric, Netscape\nwill have the right to terminate this Agreement upon thirty (30) days prior\nwritten notice to Concentric. 'CHANGE OF CONTROL' means any transaction(s) as a\nresult of which either: (i) more than 20% of Concentric's voting securities are\nheld by a single individual or legal entity; or (ii) [*] For the purposes of \nSubsection (ii) [*]\n\n            (c)  Notwithstanding Section 15.3(a) and 15.3(b) above, Concentric\nshall have the right to reincorporate under the laws of any State without the\nprior consent of Netscape.\n\n     15.4.  Notices.  All notices required or permitted hereunder shall be \n            -------\ngiven in writing addressed to the respective parties as set forth below and\nshall either be (i) personally delivered, (ii) transmitted by postage prepaid\ncertified mail, return receipt requested, or (iii) transmitted by nationally-\nrecognized private express courier, and shall be deemed to have been given on\nthe date of receipt if delivered personally, or two (2) days after deposit in\nmail or express courier. Either party may change its address for purposes hereof\nby written notice to the other in accordance with the provisions of this\nSubsection. The addresses for the parties are as follows:\n\n     CONCENTRIC:                         NETSCAPE:\n \n     Concentric Network Corporation      Netscape Communications Corporation\n     10590 N. Tantau Avenue              501 East Middlefield Road, MV-002 \n     Cupertino, CA  95014                Mountain View, CA 94043               \n     Fax: (408) 342-2876                 Fax: (415) 528-4123                   \n     Attn: Mike Anthofer,                Attn: General Counsel                  \n     Senior Vice President               \n      and Chief Financial Officer\n \n\n     15.5.  Confidentiality.  Subject to the terms and conditions of the \n            ---------------\nNon-Disclosure Agreement attached hereto as Exhibit F, all disclosures of\nproprietary and\/or confidential information in connection with this Agreement as\nwell as the contents of this Agreement, the financial arrangements described in\nthis Agreement, the Third Party Providers, advertising sales, [*] and [*]\nrelated to the Service shall be governed by the terms of the Mutual Non-\nDisclosure Agreement attached hereto as Exhibit H. The information contained in\n                                        ---------\nthe reports provided by each party hereunder shall be deemed the Confidential\nInformation of the disclosing party. Notwithstanding the foregoing, Netscape\nmay, in its sole discretion, make publicly available the auditing of traffic\nresults and indicate that [*] of the information.\n\n     15.6.  Force Majeure.  Neither party will be responsible for any failure \n            -------------\nto perform its obligations under this Agreement due to causes beyond its\nreasonable control, including but not limited to, acts of God, war, riot,\nembargoes, acts of civil or military authorities, fire, floods or accidents,\nprovided that (a) such party promptly notifies the other party thereof and (b)\nsuch failure does not continue for more than three (3) days.\n\n     15.7.  Waiver.  The waiver, express or implied, by either party of any \n            ------\nbreach of this Agreement by the other party will not waive any subsequent breach\nby such party of the same or a different kind.\n\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n                                       15\n\n \n     15.8.  Headings.  The headings to the Sections and Subsections of this \n            --------\nAgreement are included merely for convenience of reference and shall not affect\nthe meaning of the language included therein.\n\n     15.9.  Independent Contractors.  The parties acknowledge and agree that \n            -----------------------\nthey are dealing with each other hereunder as independent contractors. Nothing\ncontained in this Agreement shall be interpreted as constituting either party\nthe joint venturer, employee or partner of the other party or as conferring upon\neither party the power of authority to bind the other party in any transaction\nwith third parties.\n\n     15.10. Severability. In the event any provision of this Agreement is held \n            ------------\nby a court or other tribunal of competent jurisdiction to be unenforceable, such\nprovision shall be reformed only to the extent necessary to make it enforceable,\nand the other provisions of this Agreement will remain in full force and effect.\n\n     15.11. Counterparts.  This Agreement may be executed in two or more \n            ------------\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument. For purposes hereof, a\nfacsimile copy of this Agreement, including the signature pages hereto, shall be\ndeemed to be an original. Notwithstanding the foregoing, the parties shall\ndeliver original execution copies of this Agreement to one another as soon as\npracticable following execution thereof.\n\n \nThe parties have duly executed this Agreement as of the later of the two (2)\n dates set forth below.\n\nCONCENTRIC:                                NETSCAPE:                          \n                                                                              \nCONCENTRIC NETWORK                         NETSCAPE COMMUNICATIONS            \n CORPORATION                               CORPORATION                        \n                                                                              \n                                                                              \nBy: \/s\/                                    By: \/s\/\n   ---------------------------------          --------------------------------  \nPrint Name:                                Print Name:                        \n           -------------------------                  ------------------------  \nTitle:                                     Title:                             \n      ------------------------------             -----------------------------  \nDate:                                      Date:                              \n     ------------------------------             ------------------------------\n\nConcentric Network                         Netscape Address:                  \n Corporation                                                                  \n10590 N. Tantau Avenue                     501 East Middlefield Road, MV-002  \nCupertino, CA  95014                       Mountain View, California  94043   \nUSA                                        USA                                \nAttention:  Mike Anthofer                  Attention:  General Counsel        \nFacsimile:  (408) 342-2876                 Facsimile:  (415) 528-4123         \nEmail:                                     Email:                              \n      -----------------------------              -----------------------------  \nEffective Date: June 23, 1997\n\n                                       16\n\n \n                                   EXHIBIT A\n                             ADDITIONAL DEFINITIONS\n\n'Concentric Brand Service' means the Concentric service which currently\n ------------------------                                              \nincludes: establishing a presence on the Internet, site traffic monitor,\nmanaging multiple email accounts, file storage and the posting of HTML pages to\nthe Internet.  'ConcentricHost' currently consists of the following three\nservices:  (i) ConcentricHost HomeOffice', (ii) 'ConcentricHost SmallBusiness',\nand (iii) 'ConcentricHost Premium'.\n\n\n'CONCENTRIC WEB SITE' consists of Web pages managed and hosted by Concentric,\n -------------------                                                         \nincluding but not limited to the following Universal Resource Locators (URLs):\n\nhttp:\/\/www.concentric.net\nhttp:\/\/enterprise.concentric.net\nhttp:\/\/home.concentric.net.\n\nTarget Market:  [*]\n-------------                                                               \n\n\nTerm:     [*]\n----                                       \n\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n                                       17\n\n \n                                   EXHIBIT B\n                              NETSCAPE'S WEB SITE\n\n\n\nURL:  http:\/\/home.netscape.com\n---                           \n\n                                       18\n\n \n                                   EXHIBIT C\n                                   ---------\n                           REVENUE SPLITS AND BILLING\n\n\n                                     [*]\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions. A total of 2 pages has been \nomitted from this Exhibit.\n\n\n                                       19\n\n \n                                     [*]\n\n \n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions. A total of 2 pages has been \nomitted from this Exhibit.\n \n\n\n                                       20\n\n \n                                   EXHIBIT D\n                               ROLL-OUT SCHEDULE\n\n\n[*]\n\n \n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n \n                                   EXHIBIT E\n                             CUSTOMER REGISTRATION\n\n\n1.   Registration Process.\n     -------------------- \n\n     (a) Initially, the Service will use the [*] in conjunction with a \n[*] presented to new Customers.  At the time the Customer is asked\nto register, the Customer will be notified as to what data is required for them\nto provide, how the data will be used and who will have access to the data.\nConcentric will [*] at a time interval and format to be mutually agreed upon \nby the parties.\n\n     (b) The parties hereto acknowledge that it is their intent to integrate the\nService' user registration processes with Netscape's 'Universal Registration'\nsystem when such system becomes available. At such time as each registration\nprocess is transferred to Netscape, Netscape shall use reasonable commercial\nefforts [*] process as [*] by Concentric. At such time as Netscape's 'Universal\nRegistration' system is deployed, Netscape will provide to [*] in a format and\ntimeframe to be mutually agreed upon by Netscape and Concentric. Netscape and\nConcentric shall use reasonable commercial efforts to coordinate the [*] from\nNetscape to Concentric at such time as Netscape's 'Universal Registration'\nsystem is used in connection with the Service.\n\n2.   Additional User Information.  If Concentric collects information about\n     ---------------------------                                           \nusers accessing the Service, in addition to information supplied during the\nregistration process, such information shall be made available to Netscape in a\nformat and timeframe as the parties shall mutually agree.\n\n3.   Personal Data Confidential;  Ownership.  Except as mutually agreed by\n     --------------------------------------                               \nNetscape and Concentric, [*] as well as [*] shall be the [*] of, and [*]\nNetscape and Concentric, provided that:\n\n     (a)  names shall not be resold or disclosed to third parties;\n\n     (b)  [*]\n\n     (c)  [*]\n\n     (d)  [*]\n\n     (e)  Netscape and Concentric must agree to user disclosure requirements\n          that are consistent with the Open Profiling Standard (OPS).\n\nBoth Netscape and Concentric will have rights to [*] If either party [*] while\nin the Service, both Concentric and Netscape will have rights to the additional\ninformation. In the event of an acquisition or merger of Concentric with a [*]\nNetscape, Concentric will forfeit its [*] acquired through the Service. Such\nnamed companies are [*]\n\n\n\n[*] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n\n                                       22\n\n \n                                   EXHIBIT F\n                        MUTUAL NON-DISCLOSURE AGREEMENT\n\nThis mutual Confidential Disclosure Agreement ('Agreement') is entered into\nbetween Netscape Communications Corporation ('Netscape') and Concentric Network\nCorporation ('Company'), and is effective as of the date of execution by\nNetscape ('Effective Date').  Each party (the 'Receiving Party') understands\nthat the other party (the 'Disclosing Party') may disclose certain Confidential\nInformation (as defined in Section 1 below) under this Agreement.  Netscape and\nCompany agree as follows:\n\n1.   DEFINITION.  'Confidential Information' shall mean (i) all information\n     disclosed in tangible form by the Disclosing Party and marked\n     'confidential' or 'proprietary', and (ii) all information disclosed orally\n     or otherwise in intangible form by the Disclosing Party and designated as\n     confidential or proprietary at the time of disclosure.  Confidential\n     Information may include, without limitation, computer programs, code,\n     algorithms, names and expertise of employees and consultants, know-how,\n     formulas, processes, ideas, inventions (whether patentable or not),\n     schematics and other technical, business, financial and product development\n     plans, forecasts, strategies and information.\n\n2.   PURPOSE.  The Receiving Party shall use the Confidential Information only\n     for the following purpose:  to fulfill each party's commitments under the\n     Co-Marketing Services Agreement dated June 23, 1997.\n\n3.   CONFIDENTIALITY OBLIGATION.  The Receiving Party agrees to protect the\n     Confidential Information by using the same degree of care, but not less\n     than a reasonable degree of care, to prevent the unauthorized use,\n     dissemination or publication of the Confidential Information as the\n     Receiving Party uses to protect its own confidential or proprietary\n     Information of a like nature.  The Receiving Party shall limit the use of\n     and access to the Disclosing Party's Confidential Information to the\n     Receiving Party's employees or independent contractors who need to know\n     such Confidential Information for the purpose set forth in Section 2 above\n     and who have entered into binding obligations of confidentiality\n     substantially similar to the obligations set forth herein.\n\n4.   TERM.  The Receiving Party's obligations to protect Confidential\n     Information hereunder shall expire 3 years from the date of each such\n     disclosure of Confidential Information, except when such Confidential\n     Information disclosed by the Disclosing Party is source code, in which case\n     the Receiving Party's obligations to protect such Confidential Information\n     shall be perpetual.\n\n5.   EXCLUSIONS.  Confidential Information as defined in Section 1 above shall\n     not include Confidential Information that:  (i) is or becomes a matter of\n     public knowledge through no fault of the Receiving Party; or (ii) was in\n     the Receiving Party's possession or known by it prior to receipt from the\n     Disclosing Party; or (iii) was rightfully disclosed to the Receiving Party\n     by another person without restriction; or (iv) is independently developed\n     by the Receiving Party without access to such Confidential Information.\n     The Receiving Party may disclose Confidential Information pursuant to any\n     statutory or regulatory authority or court order, provided the Disclosing\n     Party  is given prompt written notice of such requirement and the scope of\n     such disclosure is limited to the extent possible.\n\n6.   RETURN OF CONFIDENTIAL INFORMATION.  Upon written request by the Disclosing\n     Party at any time, the Receiving Party shall:  (i) turn over to the\n     Disclosing Party all Confidential Information of the Disclosing Party, all\n     documents or media containing the Confidential Information, and any and all\n     copies or extracts thereof, or (ii) destroy the Confidential Information,\n     and any and all copies or extracts thereof, and provide the Disclosing\n     Party with written certification of such destruction signed by an\n     authorized representative of the Receiving Party.\n\n                                       23\n\n \n7.   EQUITABLE RELIEF.  The Receiving Party acknowledges and agrees that due to\n     the unique nature of the Disclosing Party's Confidential Information, there\n     may be no adequate remedy at law for any breach of its obligations.  The\n     Receiving Party further acknowledges that any such breach may allow the\n     Receiving Party or third parties to unfairly compete with the Disclosing\n     Party resulting in irreparable harm to the Disclosing Party, and,\n     therefore, that upon any such breach or any threat thereof, the Disclosing\n     Party shall be entitled to seek appropriate equitable relief in addition to\n     whatever remedies it may have at law.  The Receiving Party will notify the\n     Disclosing Party in writing immediately upon the occurrence of any such\n     unauthorized release or other breach.\n\n8.   INTELLECTUAL PROPERTY RIGHTS.  Neither party acquires any intellectual\n     property rights under this Agreement or through any disclosure hereunder,\n     except the limited right to use such Confidential Information in accordance\n     with this Agreement.\n\n9.   WARRANTY.  The Confidential Information disclosed under this Agreement is\n     delivered 'AS IS', and all representations or warranties, whether express\n     or implied, including warranties or conditions for fitness for a particular\n     purpose, merchantability, title and noninfringement are hereby disclaimed.\n\n10.  NETSCAPE SUBSIDIARIES.  Netscape's wholly owned subsidiaries, by signing\n     this Agreement on behalf of Netscape and returning a fully executed\n     original or copy to the Netscape Legal Department, shall be entitled to\n     disclose Netscape's Confidential Information and receive Company's\n     Confidential Information on behalf of Netscape under this Agreement,\n     provided such subsidiaries comply with the terms and conditions of this\n     Agreement and further provided such disclosures or receipt of Confidential\n     Information are governed by the terms and conditions of this Agreement.\n\n11.  GENERAL.  This Agreement supersedes all prior discussions and writings with\n     respect to the subject matter hereof, and constitutes the entire agreement\n     between the parties with respect to the subject matter hereof.  No waiver\n     or modification of this Agreement will be binding upon either party unless\n     made in writing and signed by a duly authorized representative of each\n     party and no failure or delay in enforcing any right will be deemed a\n     waiver.  The parties understand that nothing herein requires either party\n     to proceed with any proposed transaction or relationship in connection with\n     which Confidential Information may be disclosed.  In the event that any of\n     the provisions of this Agreement shall be held by a court or other tribunal\n     of competent jurisdiction to be unenforceable, the remaining portions\n     hereof shall remain in full force and effect.  This Agreement shall be\n     governed by the laws of the State of California without regard to conflicts\n     of laws provisions thereof and each party submits to the jurisdiction and\n     venue of California State or federal court generally serving the Santa\n     Clara county area with respect to the subject matter of this Agreement.\n     The headings to the Sections of this Agreement are included merely for\n     reference and shall not affect the meaning of the language included\n     therein.  This Agreement is written in the English language only, which\n     language shall be controlling in all respects.  Les parties aux presentes\n     confirment leur volonte que cette convention de meme que tous les documents\n     y compris tout avis qui s'y rattache, soient rediges en langue anglaise\n     (translation:  'The parties confirm that this Agreement and all related\n     documentation is and will be in the English language.')\n\n                                       24\n\n \nCOMPANY:                                 NETSCAPE:                           \n                                                                             \nCONCENTRIC NETWORK CORPORATION           NETSCAPE COMMUNICATIONS CORPORATION \n                                                                             \nBy: \/s\/                                  By: \/s\/                                \n   ---------------------------               ---------------------------   \nPrint Name:                              Print Name:                         \n           -------------------                      --------------------   \nTitle:                                   Title:                              \n      ------------------------                 -------------------------   \nDate:                                    Date:                               \n     -------------------------                --------------------------   \n                                                                             \nCompany Address:                         Netscape Address:                   \n10590 N. Tantau Avenue                   501 East Middlefield Road, MV-002   \nCupertino, California  95014             Mountain View, California  94043    \nUSA                                      USA                                  \n\n                                       25\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7174,8328],"corporate_contracts_industries":[9513,9519],"corporate_contracts_types":[9613,9619],"class_list":["post-42145","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-concentric-network-corp","corporate_contracts_companies-netscape-communications-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\/42145","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=42145"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42145"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42145"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42145"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}