{"id":42234,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/dial-up-client-agreement-netscape-communications-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"dial-up-client-agreement-netscape-communications-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/dial-up-client-agreement-netscape-communications-corp-and.html","title":{"rendered":"Dial-Up Client Agreement &#8211; Netscape Communications Corp. and Concentric Research Corp."},"content":{"rendered":"<pre>\n                      NETSCAPE COMMUNICATIONS CORPORATION\n                                      AND\n                        CONCENTRIC RESEARCH CORPORATION\n                          'DIAL-UP CLIENT' AGREEMENT\n\n\n     This Agreement is made as of August 21, 1995 ('Effective Date') between\nNetscape Communications Corporation a Delaware corporation with its principal\nplace of business 501 East Middlefield Road, Mountain View, CA 94043\n('Netscape') and Concentric Research Corporation, a Florida corporation with a\nplace of business at 10590 N. Tantau Avenue, Cupertino, CA 95014 ('Concentric').\n\n     A.  Netscape develops and markets technology and services for use in\nconnection with the Internet.  Netscape has a client\/server product ('Dial-Up\nClient Product') that operates as a component of a system ('Dial-Up System')\nthat allows Internet users in the U.S. to select, and register with, an Internet\naccess provider from a menu of Internet access providers that have entered into\nagreements with Netscape.\n\n     B.  Concentric is an Internet access provider that wishes to be included in\nthe menu of Internet access providers used with the Dial-Up System ('Menu') so\nthat users of its Internet access services may register through the Dial-Up\nSystem ('Subscribers').\n\n     Netscape and Concentric agree as follows:\n\n     1.  Dial-Up Client Product.  The current descriptions of the Dial-Up Client\n         ----------------------                                                 \nProduct and the Dial-Up System are contained in Attachment A.  Concentric\nacknowledges that these may be revised by Netscape from time to time in response\nto market conditions.  Netscape will issue specific written procedures for the\nuse of the Dial-Up System.  Concentric's use of the Dial-Up System will be in\naccordance with the terms of this Agreement, including Attachment A, and\nNetscape's written procedures.  Netscape will use reasonable commercial efforts\nto implement the Dial-Up System in the U.S., and Concentric will use reasonable\ncommercial efforts to assist Netscape in doing so.\n\n     2.  Menu of Internet Access Providers.  Subject to the terms and conditions\n         ---------------------------------                                      \nof this Agreement (including Concentric's payment in full of the commissions,\nthe development expenses, and toll-free telephone charges specified in Sections\n7(a), (c) and (d), respectively), Netscape will include Concentric in the Menu.\nConcentric acknowledges that Netscape will determine the format, ordering, and\ncontents of the Menu (including the total number of Internet access providers\nlisted in the Menu at any time) in its sole discretion, and may revise such\nformat, ordering, and contents at any time.  Netscape will use reasonable\ncommercial efforts to remain neutral with respect to the choices of providers\nmade by users of standard Netscape Navigator Personal Edition and any updates\nthereof.\n\n     3.  Concentric Infrastructure Deliverables.\n         -------------------------------------- \n\n         3.1  Requirements for Internet Access Infrastructure.  Netscape \n              -----------------------------------------------  \nrequires that Concentric establish and maintain, and Concentric agrees to\nestablish and maintain, the infrastructure\n\n \nfor Internet access as described in Attachment B in order that Netscape may\nprovide Subscribers with the choices of competitive Internet access services.\n\n     3.2  Concentric Deliverables.\n          ----------------------- \n\n          3.2.1  Provider Pages.\n                 -------------- \n\n                 (a) Function of Provider Pages.  When a user of the Dial-Up \n                     --------------------------  \nClient Product wishes to learn about a specific Internet service provider, the\nuser may select such provider from the Menu and will then be linked to one or\nmore informational HTML pages and data sheets containing such provider's fee\nschedule and describing its service offerings ('Provider Pages'), which are\nintended to aid the user in deciding which provider to subscribe to.\n\n                 (b) Delivery of Provider Pages.  Concentric will deliver to \n                     -------------------------- \nNetscape, within ten (10) days of Netscape's provision of the appropriate form\nto Concentric, the Provider Pages of Concentric in final form, a copy of which\nis to be attached as part of Section 2.1 of Attachment B, for incorporation into\nthe Dial-Up System. Concentric may update its Provider Pages up to once each\nmonth by delivering revised pages to Netscape in final form by the 25th day of\nthe previous month. Netscape will use reasonable commercial efforts to update\nthe Dial-Up System with such revised pages within ten (10) days of their\ndelivery by Concentric, subject to subsection (c) below.\n\n                 (c) Review and Approval of Provider Pages.  Netscape will have \n                     -------------------------------------  \nthe right to review the contents and format of each Provider Page prior to\nincluding any such page in the Dial-Up System. If Netscape determines, in its\nsole discretion, at any time before or after delivery of any such page by\nConcentric that such page contains any material, or presents any material in a\nmanner, that is not appropriate for use in the Dial-Up System, Netscape will\ninform Concentric of such determination and, if such page is already\nincorporated in the Dial-Up System, Netscape may immediately remove such page\nfrom the Dial-Up System. Instead of Netscape incorporating such Provider Page in\nthe Dial-Up System, Concentric will deliver to Netscape a revised Provider Page\nthat Netscape determines, in its sole discretion, is appropriate for use in the\nDial-Up System. In no event will Netscape be required to incorporate any\nProvider Page or other information in the Dial-Up System except as described in\nthis paragraph.\n\n                 (d) Credit System Interface.  Concentric will deliver to \n                     -----------------------\nNetscape within five (5) days of the Effective Date the specifications and other\ninformation needed by Netscape to interface with Concentric's designated credit\nand approval system. Concentric will provide Netscape with any and all updates\nto such information on a timely basis. Any implementation which Netscape creates\nin the development of such an interface will be owned by Netscape.\n\n          3.2.2  Other Concentric Deliverables.  Additionally, Concentric will\n                 -----------------------------                                \nprovide Netscape with other deliverables as described in Attachment A.\n\n                                      -2-\n\n \n     4.  License Rights.  Concentric grants to Netscape a non-exclusive license\n         --------------                                                        \nduring the term of this Agreement to use, reproduce, electronically distribute,\npublicly display, and publicly perform the materials delivered to Netscape by\nConcentric in connection with the Dial-Up System. Nothing in this Agreement\ngives either party any exclusive marketing or distribution rights.\n\n     5.  Marketing and Promotion.\n         ----------------------- \n\n         (a) Marketing.  Netscape will determine in its sole discretion the \n             ---------      \nmanner of, and resources it will devote to, advertising, promoting, and\notherwise marketing the Dial-Up Client Product under this Agreement. Concentric\nacknowledges that the commercial success of the Dial-Up Client Product is highly\nspeculative and that Netscape has made no representation to Concentric that\nConcentric will obtain any Subscribers through the use of the Dial-Up Client\nProduct. Concentric agrees to participate in press announcements regarding the\ncreation and deployment of the Dial-Up System as reasonably requested by\nNetscape.\n\n         (b) Trademark Usage in Marketing Materials.  Netscape will have the \n             --------------------------------------\nright to use Concentric's trademarks, trade names, servicemarks, and\/or logos in\nany advertising, promotional, and other marketing materials for the Dial-Up\nClient Product and the Dial-Up System in a manner consistent with Concentric's\nstandard trademark usage. Netscape will submit samples of such materials to\nConcentric from time to time upon Concentric's request.\n\n         (c) Promotions.  Concentric will offer a free trial period of at least \n             ----------    \nfive (5) hours of connect time to each Subscriber during the term of this\nAgreement.\n\n     6.  Technical Support.  Netscape will provide front line (first line)\n         -----------------                                                \ntechnical support to users of the Dial-Up Client Product during the registration\nprocess.  Concentric agrees to provide back-up (second line) technical support\nto Netscape during the registration process.  Concentric will have primary\nresponsibility for end user support for Internet access services once the user\nhas established a functioning connection directly to the Concentric.  All other\naspects of technical support under this Agreement will be as specified in\nAttachment C.\n\n     7.  Payments.\n         -------- \n\n         (a) Commissions.  Concentric agrees to pay Netscape a commission for \n             ----------- \neach new Subscriber. The amount of each commission will be calculated as\nspecified in Attachment and will accrue as to each Subscriber upon Concentric\nbilling such Subscriber for such Subscriber's second month of service from\nConcentric. Concentric will pay Netscape commissions on a calendar month basis\nwithin fifteen (15) days of the end of the month in which the commission\naccrued. The payment may be made either (i) with the monthly report required to\nbe submitted by Concentric under Section 8 below or (ii) by electronic wire\ntransfer to an account designated by Netscape.\n\n         (b) Equipment Required for Concentric.  Concentric agrees to ensure \n             ---------------------------------    \nthat all incremental requirements necessary to establish communication links\nbetween Concentric's registration system and the Netscape registration server\nare promptly performed by Concentric at\n\n                                      -3-\n\n \nConcentric's sole cost and expense. Typically such requirements will include,\nwithout limitation, a router and telecommunications equipment required by\nConcentric.\n\n         (c) Development Expenses.  Concentric agrees to pay Netscape the \n             --------------------\nexpenses incurred by Netscape in modifying the Dial-Up System to make it\nproperly interface with Concentric's access set-up system. The type and amount\nof such development expenses and the development schedule is to be mutually\nagreed to by the parties and to be attached as part of Attachment B. Netscape\nwill own all modifications to the Dial-Up System.\n\n         (d) Toll-Free Telephone Charges.  Each month, Netscape will bill\n             ---------------------------                                 \nConcentric, and Concentric will pay Netscape [*] Concentric will pay the Toll\nCharges within fifteen (15) days upon receipt of invoice from Netscape.\nConcentric shall have the right, no more than once per twelve month period, to\nhave an independent third party verify that the amount of the Toll Charges\nbilled to Concentric is correct, or if incorrect, the amount which such third\nparty believes Concentric should have been charged. Concentric shall not have\nthe right to learn the total number of new Subscribers for the Internet access\nproviders on the Dial-Up System.\n\n     8.  Records and Reports.  Within fifteen (15) days of the end of each\n         -------------------                                              \nmonth, Concentric will deliver to Netscape a written report in the format as\nspecified in Attachment E showing the number of Subscribers acquired by\nConcentric through the Dial-Up System, the number of Subscribers which\nConcentric billed for an initial month's service, the number of Subscribers\nConcentric billed for a second month's service, and such other information as\nNetscape may reasonably request from time to time.  Only in case commission\npayments are made via electronic wire transfer, Concentric may submit to\nNetscape the required monthly report by fax or e-mail. Otherwise, commission\npayments must accompany the monthly report.  Concentric will maintain, for at\nleast three (3) years after expiration or termination of this Agreement,\naccurate books and records relating to Subscribers who first registered for\nConcentric's services through the Dial-Up Client Product, and will permit\nexamination of such records by Netscape at reasonable times.\n\n     9.  Subscriber Fees and Terms.  Concentric will determine its Internet\n         -------------------------                                         \nsubscription fees and the terms of its service offerings in its sole discretion.\n\n     10. Confidential Information.  Confidential information of each party\n         ------------------------                                         \ndisclosed in connection with this Agreement ('Confidential Information') will be\ntreated as specified in the agreement contained in Attachment F.  In the event\nsuch agreement terminates or expires, its terms will continue to govern the\nConfidential Information.  The identity of each party's customers will be the\nConfidential Information of such party.  Concentric Confidential Information\nshall include the records and reports described in Section 8 above ('Reports')\nwhich are not available to Netscape through other sources, provided that\nNetscape may aggregate the information in Reports with \n\n------------------\n         [*] Certain information on this page has been omitted and filed\nseparately with the Securities and Exchange Commission. Confidential treatment\nhas been requested with respect to the omitted portions.\n\n\n\n                                      -4-\n\n \ninformation from other sources in such a manner that the origin of Concentric's\ninformation is not readily available, and the aggregated information shall not\nbe Concentric Confidential Information.\n\n     11.  Indemnity.  Each party will defend, indemnify, and hold the other\n          ---------                                                        \nparty harmless against any third party claims arising from the manufacture, use,\nreproduction, or distribution, as authorized in this Agreement, of any\ntechnology, content, or other information supplied by it to the other party\nunder this Agreement, including but not limited to arising out of any alleged\ninfringement or misappropriation of any copyright, trademark, trade secret,\npatent, or other intellectual property right, or violation of any right of\nprivacy or publicity.\n\n     12.  Proprietary Rights.\n          ------------------ \n\n          (a) Ownership.  Concentric acknowledges that Netscape and its \n              ---------  \nlicensors own all right, title, and interest in and to the Dial-Up Client\nProduct and the other components of the Dial-Up System. Netscape acknowledges\nthat Concentric and its licensors own all right, title, and interest in and to\nConcentric's Internet access system.\n\n          (b) No Right to Use.  Nothing in this Agreement gives Concentric any \n              ---------------\nright or license to use, reproduce, or distribute any technology or intellectual\nproperty rights in the Dial-Up System or otherwise belonging to Netscape.\nExcept for Netscape's right to make use of the Concentric Pages and Concentric's\ntrademarks, trade names, servicemarks, logos and other materials as specified in\nthis Agreement, nothing in this Agreement will give Netscape any right or\nlicense to use, reproduce, or distribute any technology or intellectual property\nrights in Concentric's Internet access system or otherwise belonging to\nConcentric.\n\n     13.  Term and Termination of Agreement.\n          ----------------------- --------- \n\n          (a) Term. This Agreement is for a period of one year beginning on the\n              ----                                                             \nEffective Date, at which time it will automatically renew subject to Section\n13(b).\n\n          (b) Termination at Will.  Either party may terminate this Agreement at\n              -------------------   \nwill at any time during the term of this Agreement with or without cause, by\nwritten notice given to the other party given not less than thirty (30) days\nprior to the effective date of such termination.\n\n          (c) Commission Rights on Termination or Expiration.  Following \n              ---------------------------------------------- \ntermination or expiration of this Agreement, Concentric will pay to Netscape all\ncommissions not yet paid on all Subscribers who registered with Concentric\nthrough the Dial-Up Client System at any time prior to the termination or\nexpiration of this Agreement, regardless of when Concentric's obligation to pay\nsuch commission accrues.\n\n          (d) Development Expenses Incurred Prior to Termination.  If this \n              --------------------------------------------------\nAgreement is terminated prior to expiration, and the development expenses\nincurred by Netscape under Section 7 above have not been fully paid prior to\nsuch early termination, Concentric will pay to Netscape such percentage of the\ntotal development expenses as is determined by the ratio of the actual time that\n\n                                      -5-\n\n \nNetscape has spent on modifying the Dial-Up System pursuant to Section 7 prior\nto such early termination divided by the total, planned development time.\n\n          (e) Survival.  Sections 7, 8, 10, 11, 12, 13(c), 14 will survive\n              --------                                                    \ntermination or expiration of this Agreement.\n\n     14.  Limitation of Liability.  EXCEPT FOR EACH PARTY'S OBLIGATIONS UNDER\n          -----------------------                                            \nSECTION 11, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR ANY\nFORM OF SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FROM ANY CAUSES OF ACTION\nOF ANY KIND, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR\nOTHERWISE, EVEN IF IT HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH\nDAMAGES.  NETSCAPE WILL HAVE NO LIABILITY FOR ANY UNAUTHORIZED TRANSACTIONS OR\nOTHER ACTIVITY ON PROVIDER'S CREDIT CARD APPROVAL SYSTEM.  IN NO EVENT WILL\nNETSCAPE'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID TO\nIT BY PROVIDER UNDER, OR IN CONNECTION WITH, THIS AGREEMENT.\n\n     15.  General.\n          ------- \n\n          (a) Assignment.  This Agreement is not assignable by either party, \n              ----------   \nexcept that either party may assign this Agreement to an entity controlling,\ncontrolled by, or under common control with it or to any entity that acquires\nall or substantially all of such party's assets, or into which it is merged or\notherwise reorganized. Any attempted assignment in violation of this paragraph\nwill be void. The provisions of this Agreement will be binding upon and inure to\nthe benefit of the parties, their successors, and permitted assigns.\n\n          (b) Independent Contractor.  Netscape's relationship with Concentric \n              ----------------------\nduring the term of this Agreement will be that of an independent contractor, and\nnot a partner or joint venturer.\n\n          (c) Notices.  All notices and demands under this Agreement will be in\n              -------                                                          \nwriting and will be delivered by personal service, confirmed fax, confirmed e-\nmail, express courier, or certified mail, return receipt requested, to the\naddress of the receiving party set forth in this Agreement (or at such different\naddress as may be designated by such party by written notice to the other\nparty), and will be effective upon receipt.\n\n          (d) Governing Law and Venue.  The laws of the State of California,\n              -----------------------                                       \nexcluding that body of law controlling conflicts of law, will govern all\ndisputes arising out of or relating to this Agreement.  Each party hereby\nconsents to personal jurisdiction and service of process on it in the State of\nCalifornia and waives any right to object thereto.\n\n          (e) Compliance with Law.  Each party will at all times comply with all\n              -------------------                                               \napplicable international, national, state, regional, and local laws and\nregulations, including U.S. export control laws, in performing its duties under\nthis Agreement.\n\n                                      -6-\n\n \n          (f) 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, accidents,\nstrikes, or shortages of transportation, facilities, fuel, energy, labor or\nmaterials.\n\n          (g) Waiver.  The waiver by either party of any breach of this \n              ------ \nAgreement by the other party will not waive subsequent defaults by such party of\nthe same or a different kind.\n\n          (h) Severability.  In the event any provision of this Agreement is \n              ------------  \nheld by a court or other tribunal of competent jurisdiction to be unenforceable,\nthe other provisions of this Agreement will remain in full force and effect.\n\n          (i) Publicity.  Neither party will disclose any of the terms of this\n              ---------                                                       \nAgreement to any third party.  Netscape and Concentric shall cooperate with each\nother so that each party may issue a press release concerning this Agreement,\nprovided that each party must approve any press release prior to its release.\nConcentric will not disclose the existence of this Agreement until after\nNetscape publicly issues such press release.\n\n          (j) Entire Agreement.  This Agreement, together with its attachments,\n              ----------------                                                 \nconstitutes the complete and exclusive agreement between the parties pertaining\nto the subject matter hereof, and supersedes in its entirety any and all prior\nwritten or oral agreements or communications between the parties with respect to\nsuch subject matter.  Concentric acknowledges that it is not entering into this\nAgreement on the basis of any representations not expressly contained herein.\nAny modifications or waivers under this Agreement must be in writing and signed\nby both parties.\n\n                                      -7-\n\n \n     The parties have executed this Agreement as of the Effective Date.\n\nCONCENTRIC RESEARCH CORPORATION            NETSCAPE COMMUNICATIONS\n                                           CORPORATION\n\n\nSignature: \/s\/ Peter J. Bergeron           Signature: \/s\/ Conway Rulon-Miller\n          -------------------------                  ---------------------------\n\nName: Peter J. Bergeron                    Name: Conway (Todd) Rulon-Miller\n     ------------------------------             --------------------------------\n\nTitle: Secretary                           Title: VP Soler\n      -----------------------------              -------------------------------\n\nDate: 8\/21\/95                              Date: 8\/24\/95\n     ------------------------------             --------------------------------\n\n                                      -8-\n\n \n                                 ATTACHMENT A\n\n             DIAL-UP CLIENT PRODUCT AND DIAL-UP SYSTEM DESCRIPTION\n             -----------------------------------------------------\n\n     [The document titled 'Milan Customer Registration Process-Release 1.1' is\nto be attached here.]\n\n \nCRP - Navigator\n\n     [***]\n\n------------------------\n\n      [***]Certain information in this exhibit has been omitted and filed\nseparately with the Securities and Exchange Commission.  A total of 16 pages\ncontaining such information has been omitted from this exhibit.  Confidential\ntreatment has been requested with respect to the omitted portions.\n\n                                      -5-\n\n \n                                  ATTACHMENT B\n\n         CONCENTRIC INFRASTRUCTURE\/DELIVERABLES &amp; DEVELOPMENT EXPENSES\n         -------------------------------------------------------------\n\n\n     1.   Concentric Infrastructure for Internet Access\n          ---------------------------------------------\n\n          (a)  Nationwide coverage with local access in at least 100 Points of\nPresence (POPs)\n\n          (b)  PPP support- UNIX based registration process running at\nConcentric\n\n          (c)  Ability to do on-line credit card authorization and billing\n\n          (d)  support for POP3 or SMTP mail servers\n\n          (e)  Support for NNTP for news\n\n          (f)  Account for testing dialer and Netscape Navigator connection, as\nspecified below, to be delivered within five (5) business days after the\nEffective Date:\n\n               (i)    Concentric test accounts for testing the dialer and\nNetscape Navigator on the Concentric network.\n\n               (ii)   A specification of the protocol used to create Concentric\nInternet accounts over a TCP\/IP connection.  Typically, such a protocol\ndescribes the 'language' spoken by Concentric's registration server and how\nNetscape needs to interact with it.\n\n               (iii)  A list of the required data items used to create accounts\n(this may be part of the protocol).\n\n               (iv)   An Concentric contact for dealing with protocol,\nimplementation and testing problems\/issues.\n\n               (v)    A means to test communication\/' interaction between\nNetscape's registration server and Concentric's. Ideally, this is a specific\nConcentric test machine to which Netscape has access over the Internet.\n\n               (vi)   A means to create 'free' test accounts on Concentric's\nregistration server.  This is used for testing and promotional purposes.\n\n     2.   Concentric Deliverables.\n          ----------------------- \n\n          2.1  Provider Page.  [See Attachment B-I for Concentric's Provider\n               -------------                                                \nPage]\n\n \n          2.2  Other Concentric Deliverables.\n               ----------------------------- \n\n               (a) Information on Concentric's platform on which its\nregistration server runs. This is required for Netscape to provide the\nConcentric with SSLD for Concentric's registration server.\n\n               (b) A description of Concentric's services and prices. In\naddition, Concentric must provide Netscape with an Concentric logo (gif format)\nand a Wi\/n\/dows 32x32 icon. The logo is used to represent Concentric on the\nregistration server pages, and the icon is used on the client side for the\ndialer.\n\n               (c) A list of POPs\n\n               (d) Contact for updates and changes to the POPs\n\n               (e) in' automated process to update the POP numbers Netscape\ndisplays to users; and an updated list each time a new POP becomes effective.\n\n          3.\n          Development Expenses.\n          -------------------- \n\n          [*]\n\n--------------------------\n\n          [*]Certain information on this page has been omitted and filed\nseparately with the Securities and Exchange Commission. Confidential treatment\nhas been requested with respect to the omitted portions.\n\n                                      -2-\n\n \n                                 ATTACHMENT B-1\n\nNetscape pricing sheet plan\n\n\n\n \n--------------------------------------------------------------------------------\n                             The Concentric Network\n                             If you have questions, call (800) 745-2747\n--------------------------------------------------------------------------------\n                          \nPromotional offers           Buy one month, get the second month free.  Never a\n                             start-up fee.  Your choice of four pricing plans,\n                             rates apply 24 hours a day, 7 days a week.\n--------------------------------------------------------------------------------\nUnlimited Plan               US $29.95 per month for unlimited connect time\n--------------------------------------------------------------------------------\nHourly Plan                  US $19.95 per month for 20 hours; additional hours\n                             $1.50.\n--------------------------------------------------------------------------------\nBeginner's Plan              US $7.95 per month for 5 hours; additional hours\n                             $1.95\n--------------------------------------------------------------------------------\nToll-Free Plan               US $10 per month for 2 hours; additional hours $5\n--------------------------------------------------------------------------------\nStart-up fee (all plans)     $0 \n--------------------------------------------------------------------------------\nCustomer Support             24 hours a day, 7 days a week (800) 745-2747\n--------------------------------------------------------------------------------\n\n\nConcentric Network\nKey Advantages\n\n.    With flat rate service, unlimited connect time for one low monthly price.\n.    Low hourly fee plans for light users.\n.    Never a start-up fee.\n.    Rates apply 24 hours a day, 7 days a week.\n.    Up to 5 megs of storage space for your FREE personal WWW page\n.    24-hour, 7-day a week Customer Service\n.    135 dial-in nodes nationwide (Expanding to 242 soon).\n\nTerms &amp; Conditions\n\nOnce you are signed on, please read our terms of service at\nhttp:\/\/WWW.cris.com\/terms.  If you do not agree on our terms of service, please\ncall (800) 745-2747 to cancel your account.\n\n \n                                  ATTACHMENT C\n\n                          ISP TECHNICAL SUPPORT TERMS\n\n\n     1.   Netscape will provide front-level support to a potential Subscriber\nduring the installation process for the Dial-up Client and the initial\nregistration with Provider.  Provider will provide back-line support to\nNetscape.\n\n     2.   Beginning on the conclusion of the registration process, Provider will\nbe responsible for all Subscriber support relating to Internet access services.\n\n     3.   Following the conclusion of the registration process, Provider will\nprovide each new Subscriber with a copy of Provider's terms and conditions of\nservice for review by Subscriber.\n\n     4.   Provider and Netscape will each provide front-line support of the\nDial-Up Client to the Subscriber free of charge for ninety (90) days after the\nSubscriber registers with Provider (the Initial Support Period).  Such support\nincludes call receipt, entitlement verification, call screening, installation\nassistance, problem identification and diagnosis.  Provider will assign an\nadequate number of properly qualified and trained personnel to provide front-\nline support for the Dial-Up Client.  If Netscape support representatives are\nbeing contacted by Provider for front line support or Internet access questions,\nor for excessive back line support then, upon Netscape's request, Provider and\nNetscape will cooperate to minimize such contact.\n\n     5.   Netscape will provide back-end support for the Dial-Up Client to\nProvider (as well as front end support to Subscribers described in Section 4\nabove).  Back-end support to Provider includes efforts to identify defective\nsource code and to provide corrections, workarounds and\/or patches to\nreproducible deviations in the Dial-Up Client from the applicable specifications\nshown in the applicable reference manuals ('Program Errors').\n\n          (a) Netscape will provide Provider with a telephone number and an e-\nmail address which Provider may use to report Program Errors during Netscape's\nlocal California business hours (8am - 5pm PST).  Provider will provide\nsufficient information for Netscape to enable Netscape to duplicate the Program\nError.  At any given time, Netscape will provide back line support to Provider\nfor the then-current version of the Dial-Up Client, and for the immediately\npreceding version until it has been superseded for a period of six (6) months.\n\n          (b) Provider will identify one (1) member of its customer support\nstaff and one (1) alternate to act as the primary technical liaisons responsible\nfor all communications with Netscape's support representatives.  Such liaisons\nwill have sufficient technical expertise, training and\/or experience, for\nProvider to perform its obligations hereunder.  Provider may substitute contacts\nat any time by providing one (1) week's prior written and\/or electronic notice\nthereof to Netscape. Provider's initial liaison(s) are:\n\n \n          _________________________ and _________________________\n                    primary                   alternate\n\n          6.  Following the Initial Support Period, each of Netscape and\nProvider may, in its discretion, stop offering Subscriber support, continue to\noffer Subscriber support free of charge, or may charge for Subscriber support.\n\n                                      -3-\n\n \n                                  ATTACHMENT D\n\n                                COMMISSION RATES\n                                ----------------\n\n\n[*]\n\n---------------------------\n\n     [*]  Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. A total of 1 page containing such\ninformation has been omitted from this exhibit. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n \n                                  ATTACHMENT E\n\n                                 REPORT FORMAT\n                                 -------------\n\n                                                         Number of Subscribers\nSubscribers billed 1st        Subscribers billed 2nd      via Dial-Up System\n        month                          month              Since Effective Date\n----------------------        ----------------------     ---------------------- \n\n \n                                  ATTACHMENT F\n\n                    MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT\n\n\n          WHEREAS, Netscape Communications Corporation ('Netscape') has\ndeveloped unique and proprietary computer programs; and\n\n          WHEREAS, CONCENTRIC RESEARCH CORP. ('Company') and Netscape wish to\n                   -------------------------                                 \ndiscuss a proposed business relationship between Netscape and Company.\n\n          NOW, THEREFORE:\n\n          Each party (the 'Receiving Party') understands that the other party\n(the Disclosing Party') has disclosed or may disclose information (including,\nwithout limitation, computer programs, code, algorithms, names and expertise of\nemployees and consultants, know-how, formulas, processes, ideas, inventions\n(whether patentable or not), schematics and other technical, business, financial\nand product development plans, forecasts, strategies and information), which to\nthe extent previously, presently, or subsequently disclosed to the Receiving\nParty is hereinafter referred to as 'Proprietary Information' of the Disclosing\nParty.  All Proprietary Information disclosed in tangible form by the Disclosing\nParty shall be marked 'confidential' or 'proprietary' and all Proprietary\nInformation disclosed orally or otherwise in intangible form by the Disclosing\nParty shall be designated as 'confidential' or 'proprietary' at the time of\ndisclosure and shall be reduced to writing and delivered to the Receiving Party\nwithin thirty (30) days following the date of disclosure.\n\n          In consideration of the parties' discussions and any access the\nReceiving Parry may have to Proprietary Information of the Disclosing Party, the\nReceiving Party hereby agrees as follows:\n\n          1.  The Receiving Party agrees (i) to hold the Disclosing Party's\nProprietary Information in confidence and to take all necessary precautions to\nprotect such Proprietary Information (including, without limitation, all\nprecautions the Receiving Party employs with respect to its own confidential\nmaterials), (ii) not to divulge any such Proprietary Information or any\ninformation derived therefrom to any third person, (iii) not to make any use\nwhatsoever at any time of such Proprietary Information except to evaluate\ninternally whether to enter into the currently contemplated business\nrelationship with the Disclosing Party, (iv) not to remove or export any such\nProprietary Information from the country of the Receiving Party, and (v) not to\ncopy or reverse engineer, reverse compile or attempt to derive the composition\nor underlying information of any such Proprietary Information. The Receiving\nParty shall limit the use of and access to the Disclosing Party's Proprietary\nInformation to the Receiving party's employees who need to know such Proprietary\nInformation for the purpose of such internal evaluation and shall cause such\nemployees to comply with the obligations set forth herein. The Receiving Party\nshall treat the Proprietary Information with at least the same degree of care\nand protection as it would use with respect to its own proprietary information.\nThe foregoing obligations shall survive for a period of three (3) years from the\ndate of disclosure of the Proprietary Information. Without granting any right or\nlicense, the Disclosing Party agrees that the foregoing shall not apply\n\n \nwith respect to information the Receiving Party can document (i) is in the\npublic domain and is readily available at the time of disclosure or which\nthereafter enters the public domain and is readily available, through no\nimproper action or inaction by the Receiving party or any affiliate, agent or\nemployee, or (ii) was in its possession or known by it prior to receipt from the\nDisclosing Party, or (iii) was rightfully disclosed to it by another person\nwithout restriction, or (iv) is independently developed by the Receiving Party\nwithout access to such Proprietary Information, or (v) is required to be\ndisclosed pursuant to any statutory or regulatory authority, provided the\nDisclosing Party is given prompt notice of such requirement and the scope of\nsuch disclosure is limited to the extent possible.\n\n          2.  Immediately upon (i) the decision by either parry not to enter\ninto a business relationship as contemplated by paragraph 1, or (ii) a request\nby the Disclosing Party at any time (which will be effective when actually\nreceived at the Receiving Party's address herein), the Receiving Party will turn\nover to the Disclosing Party all Proprietary Information of the Disclosing Party\nand all documents or media containing any such Proprietary Information and any\nand all copies or extracts thereof.  The Receiving Parry understands that\nnothing herein (i) requires the disclosure of any Proprietary Information of the\nDisclosing Party, which shall be disclosed if at all solely at the option of the\nDisclosing Party, or (n) requires the Disclosing Party to proceed with any\nproposed transaction or relationship in connection with which Proprietary\nInformation may be disclosed.\n\n          3.  Except to the extent required by law, neither party shall disclose\nthe existence or subject matter of the negotiations or business relationship\ncontemplated by this Agreement.\n\n          4.  The Receiving Parry acknowledges and agrees that due to the unique\nnature of the Disclosing Party's Proprietary Information, there can be no\nadequate remedy at law for any breach of its obligations hereunder, that any\nsuch breach may allow the Receiving Party or third parties to unfairly compete\nwith the Disclosing Party resulting in irreparable harm to the Disclosing Party,\nand therefore, that upon any such breach or any threat thereof, the Disclosing\nParry shall be entitled to seek appropriate equitable relief in addition to\nwhatever remedies it might have at law.  The Receiving Party will notify the\nDisclosing Party in writing immediately upon the occurrence of any such\nunauthorized release or other breach.  In the event that any of the provisions\nof this Agreement shall be held by a court or other tribunal of competent\njurisdiction to be unenforceable, the remaining portions hereof shall remain in\nfull force and effect.  This Agreement supersedes all prior discussions and\nwritings with respect to the subject matter hereof, and constitutes the entire\nagreement between the parties with respect to the subject matter hereof.  No\nwaiver or modification of this statement will be binding upon either party\nunless made in writing and signed by a duly authorized representative of such\nparty and no failure or delay in enforcing any right will be deemed a waiver.\n\n                                      -2-\n\n \n          5.  This Agreement shall be governed by the laws of the State of\nCalifornia, without regard to conflicts of laws provisions thereof and each\nparty submits to the jurisdiction and venue of any California State or federal\ncourts generally serving the Santa Clara county area with respect to the subject\nmatter of this Agreement.\n\nNETSCAPE COMMUNICATIONS                    CONCENTRIC RESEARCH CORP.\n  CORPORATION\n\n\nBy:  \/s\/ Alan Louie                        By: \/s\/ Randy Maslow\n     -------------------------------           -------------------------------\n     Alan Louie                                Randy Maslow\n\nAddress:                                   Address:\n\n     501 East Middlefield Road\n     Mountain View California 94043\n\nDate: 6\/5\/95                               Date:\n      ------------------------------            ------------------------------\n\n                                      -3-\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":[9613,9620],"class_list":["post-42234","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__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42234","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=42234"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42234"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42234"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42234"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}