{"id":42382,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/internet-search-service-access-agreement-microsoft-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"internet-search-service-access-agreement-microsoft-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/internet-search-service-access-agreement-microsoft-corp-and.html","title":{"rendered":"Internet Search Service Access Agreement &#8211; Microsoft Corp. and Infoseek Corp."},"content":{"rendered":"<pre>\n                                  * CONFIDENTIAL TREATMENT REQUESTED\n                                  CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY\n                                  WITH THE SECURITIES AND EXCHANGE COMMISSION\n\n\n                    INTERNET SEARCH SERVICE ACCESS AGREEMENT\n\nTHIS AGREEMENT (\"Agreement\") is made as of August 23, 1995 (\"Effective Date\")\nbetween Microsoft Corporation, a Washington corporation (\"MS\"), with offices at\nand a mailing address of One Microsoft Way, Redmond, WA 98052-6399, and InfoSeek\nCorporation, a California corporation (\"LICENSOR\"), with offices at and a\nmailing address of 2620 Augustine Dr., Suite 250, Santa Clara, CA 95054.\n\n                                    RECITALS\n\nThis Agreement is entered into with reference to the following facts:\n\nA.     LICENSOR maintains and makes available to Internet users a search service\nenabling users to search the Internet (such service is identified in Exhibit A\nand are referred to herein as the \"Service\").\n\nB.     LICENSOR has agreed to grant certain rights and licenses with respect to\nthe Service as set forth in this Agreement.\n\nNOW, THEREFORE, in consideration of the mutual promises and covenants contained\nherein, the parties agree as follows:\n\n                                    AGREEMENT\n\n1.       RIGHTS GRANTED.\n\n         1.1 SCOPE. Upon MS's payment of the remuneration described in Section 3\nand set forth in Exhibits C and D, LICENSOR hereby grants to MS and each MS\nAffiliate, to exercise during the Term (as defined in Section 5.1), a worldwide,\nnon-exclusive and fully paid-up license under all of LICENSOR's patents,\ncopyrights, trademarks, trade secrets and other proprietary and intellectual\nproperty rights in and to the Service, and to provide means and rights of access\nto the Service to MS Customers on such terms and conditions as MS or such MS\nAffiliates determine in their sole discretion.\n\n         1.2 ENUMERATED RIGHTS AND OBLIGATIONS. Without limiting the generality\nof Section 1.1, LICENSOR expressly acknowledges and agrees that included in the\nrights granted to MS and MS Affiliates and the obligations of LICENSOR hereunder\nwith respect to the Service are not less than the following rights and\nobligations:\n\n                  (a) the right to offer MS Customers a hypertext link which\nenables \"point and click\" access to computer servers (each such server is\nreferred to herein as a \"Mirrored Site\") which comprise or are part of a\ncomputer network which is accessible to MS Customers (subject only to Section\n9.2, such network will be operated on behalf of MS by LICENSOR);\n\n                  (b) the right to authorize access, display, performance,\ntransmission, search, reproduction and other useful rights in connection with\neach Mirrored Site at MS's (or an MS Affiliate's) sole discretion; and\n\n                  (c) the right to allow an MS Customer the right to publish a\n\"shortcut\" (point &amp; click access) to the Mirrored Site.\n\nMS acknowledges and agrees that if at any time LICENSOR no longer operates the\nMirrored Sites as provided in part (a) of this Section 1.2, and MS assumes\noperation of the Mirrored Sites pursuant to Section 9.2, MS will be required to\nobtain a license to a separate search engine from the University of\nMassachusetts in order to assist MS in providing the Service that would\notherwise be provided by LICENSOR pursuant to this Agreement.\n\nCERTAIN DEFINITIONS. As used herein, the following terms have the following\ndefined meanings:\n\n                  (d) \"MS Affiliate\" means any person or entity which, directly\nor indirectly, is controlled by or is under common control with MS, including\nwithout limitation The Microsoft Network, L.L.C.\n\n                  (e) \"control\" means, as to any person or entity, the power to\ndirect or cause the direction of the management and policies of such person or\nentity, whether through the ownership of voting securities, by contract or\notherwise.\n\n                  (f) \"MS Customer\" means any person or entity which is\nauthorized by MS or an MS Affiliate, either directly or indirectly, to utilize\nthe Service, including without limitation (i) \"end user\" purchasers of MS (or MS\nAffiliate) software products, (ii) independent content providers for The\nMicrosoft Network (\"MSN\"), (iii) original equipment manufacturers (\"OEMs\") which\npre-install MS (or MS Affiliate) software on their machines or peripheral\ndevices), and (iv) customers of OEMS.\n\n2.       OPERATION OF MIRRORED SITES; ADVERTISING; USER LOGS; MSN DISCOUNT.\n\n         2.1 OPERATION OF MIRRORED SITES. LICENSOR will maintain and operate\nsuch number of Mirrored Sites as are reasonably required by MS to meet the\ndemand of MS Customers for the Service. LICENSOR will deliver and\/or make\navailable on the Mirrored Site all updates and enhancements released on the\nOriginal Site. Original Site as used herein refers to computer servers run by\nLICENSOR as part of its publicly available Net Search Service. Following the\nEffective Date, and throughout the Term, at either party's request, LICENSOR and\nMS agree to discuss with each other potential cross-marketing and promotional\nactivities intended to increase use of the Mirrored Site(s) and the Original\nSite. LICENSOR agrees to incorporate page layout templates, including but not\nlimited to graphics, backgrounds and hypertext links, as provided by MS, in\norder to ensure that the Mirrored Site display output that conforms to the \"look\nand feel\" of MS or any MS Affiliate.\n\n         2.2 ADVERTISING. With respect to paid advertising incorporated into the\nMirrored Site by LICENSOR or MS, the revenues derived from such advertising will\nbe divided between LICENSOR and MS as described in Exhibit D.\n\n         2.3 USER LOGS. During the Term, LICENSOR will provide MS, on a weekly\nbasis, remotely and in electronic form, with complete log information relating\nto accesses on the Mirrored Site (the \"Logs\"), such that MS will have all of the\nsame information that LICENSOR has regarding accesses on the Mirrored Site. MS\nwill have full rights to use the Logs for any external or internal purpose.\n\n         2.4 MSN DISCOUNT. MSN members will be offered a discount in LICENSOR's\nsubscription-only service which is hyperlinked from the Mirrored Site, in an\namount to be agreed upon within 60 days following the Effective Date (that is,\nsuch plan will be offered to MSN members within such 60-day period). Within 60\ndays after the parties agree to a discount plan for LICENSOR's subscription-only\nservice, MS will propose a discount plan for customers who wish to subscribe to\nboth LICENSOR's subscription-only service and to become members of MSN.\n\n3. REMUNERATION. In consideration of the rights granted, MS agrees to provide\nLICENSOR with remuneration as described in Exhibits C and D. If taxes are\nlawfully imposed and required to be withheld on any remuneration made to\nLICENSOR by any government authority, MS may deduct such taxes from the amount\nowed LICENSOR and pay them to the appropriate taxing authority.\n\n4.       WARRANTIES, INDEMNIFICATION AND LIMITATION OF DIRECT LIABILITY.\n\n         4.1      WARRANTIES.\n\n                  (a)      BY LICENSOR.  LICENSOR represents and warrants for \nthe benefit of MS as follows:\n\n                                       -2-\n\n                        (i) LICENSOR has full power and authority to enter into\nthis Agreement;\n\n                        (ii) the Service will perform and operate substantially\nin accordance with the specifications and quality parameters set forth in\nExhibit A;\n\n                        (iii) LICENSOR has the power to convey to MS, without\nany limitation whatsoever, the rights granted in Section 1;\n\n                        (iv) the Service does not infringe any intellectual\nproperty, publicity or privacy rights of any third party and is not defamatory;\n\n                        (v) all obligations owed to third parties with respect\nto MS's exercise of the rights granted, including royalties, license fees,\nresiduals, deferments, service charges, laboratory charges, fees for artwork and\nother creative materials, and other similar payments, have either been fully\ndisclosed to MS (as listed in a duly countersigned rider to this Agreement) or\nare fully paid up by LICENSOR, so that MS will not have any obligations with\nrespect thereto; and\n\n                        (vi) LICENSOR will perform all of its obligations under\nthis Agreement\n\n                  (b)      BY MS.  MS represents and warrants for the benefit of\nLICENSOR as follows:\n\n                        (i) MS has full power and authority to enter into this\nAgreement; and\n\n                        (ii) MS will perform all of its obligations under this\nAgreement.\n\n         4.2      INDEMNIFICATION.\n\n                  (a) Each party agrees to indemnify, defend, and hold harmless\nthe other party, and its successors, officers, directors, employees and assigns,\nfrom and against any and all actions, causes of action, claims, demands, costs,\nliabilities, expenses and damages arising out of or in connection with any claim\nwhich, if true, would be a breach of the warranties and representations set\nforth herein.\n\n                  (b) If either party requests indemnification pursuant to\nSection 4.2(a) (\"requesting party\"), it will give notice to the party from which\nindemnification is requested (\"requested party\") promptly after the receipt of\nany claim that may be indemnifiable hereunder and afford the requested party the\nopportunity to control the defense and approve any compromise, settlement,\nlitigation or other resolution or other disposition of such claim except that\nthe requested party will have reasonable approval as to any settlement, and if\nthe requested party unreasonably fails to approve any settlement, it will be\nresponsible for any and all losses, liabilities, damages, costs and expenses\n(including without limitation reasonable outside attorneys' fees and expenses)\nin excess of and after the time of the proposed settlement. If the requested\nparty assumes control over an indemnified claim, the requesting party may\nparticipate in such defense at its sole cost and expense.\n\n         4.3 LIMITATION OF DIRECT LIABILITY. THIS SECTION 4 CONTAINS THE ONLY\nWARRANTIES MADE BY LICENSOR AND MS. ANY AND ALL OTHER WARRANTIES OF ANY KIND\nWHATSOEVER ARE EXPRESSLY EXCLUDED AND DISCLAIMED. WITHOUT LIMITING THE\nGENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, EACH PARTY DISCLAIMS ANY\nIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,\nWHETHER AS TO THE ORIGINAL SITE OR THE MIRRORED SITE, AND THE TECHNOLOGY\nDEPLOYED IN CONNECTION THEREWITH. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY\nIS LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE\nDAMAGES INCURRED BY THE OTHER PARTY (EXCLUDING THIRD PARTY CLAIMS IN RESPECT OF\nWHICH SUCH PARTY IS ENTITLED TO INDEMNIFICATION) EVEN IF THE OTHER PARTY HAS\nBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF ONE\nPARTY TO THE OTHER WILL NOT EXCEED THE AMOUNT OF REVENUES DIRECTLY ACCRUING TO\nSUCH PARTY AS A RESULT OF THE OPERATION OF\n\n                                       -3-\n\n                 \n\nTHIS AGREEMENT, SO THAT MS'S MAXIMUM LIABILITY WILL BE LIMITED TO ADVERTISING\nREVENUES ATTRIBUTABLE TO THE OPERATION OF MIRRORED SITES AND LICENSOR'S MAXIMUM\nLIABILITY WILL BE LIMITED TO ADVERTISING REVENUES ATTRIBUTABLE TO THE OPERATION\nOF THE MIRRORED SITE AND THE REMUNERATION PAID TO LICENSOR PURSUANT TO SECTION\n3.\n\n5.       TERM AND TERMINATION.\n\n         5.1      DURATION OF TERM. This Agreement will be in effect from the\nEffective Date to the last day of the sixth month following LICENSOR's initial\ndelivery of the Service (\"Initial Term\"). Following the Initial Term, the\nAgreement will be considered extended for up to two additional six-month periods\nby mutual consent unless either party elects to terminate the Agreement by\ngiving not less than 60 days prior written notice to the other party. Such\ntermination after completion of the Initial Term may be for any reason, with or\nwithout cause. As used herein, the \"Term\" means the Initial Term and any such\nextensions. Notwithstanding the end of the Term, updates and enhancements to the\nService due pursuant to Section 2.1 will continue to be delivered by LICENSOR\nuntil termination of this Agreement is deemed effective.\n\n         5.2      TERMINATION PRIOR TO EXPIRATION OF INITIAL TERM. During the \nInitial Term, this Agreement may only be terminated only if there is a Transfer\n(as defined in Section 9.1) or an event of default occurs, consisting of only\nthe following:\n\n                  (a) either party's failure to perform or comply with any\nmaterial provision hereof,\n\n                  (b) either party's admission in writing of its inability to\npay its debts as they mature, or making of an assignment for the benefit of\ncreditors; or\n\n                  (c) the filing by or against either party of any bankruptcy\npetition, application under receivership statute, or the like, where such\npetition or application is not resolved favorably to such party within 60 days.\n\nTermination in the event of a Transfer will be subject to Section 9.1.\nTermination in the event of the occurrence of an event of default will be\neffective only upon breach, which will be deemed to have occurred immediately\nupon the failure of the defaulting party to cure its default within a 30 day\nperiod commencing upon the defaulting party's receipt of a notice of default\ngiven by the non-defaulting party. Notwithstanding anything to the contrary\ncontained herein, LICENSOR's sole remedy in the event of a default by MS under\nthis Agreement will be a claim for damages against MS, as limited pursuant to\nSection 4.3.\n\n         5.3      RIGHTS AND OBLIGATIONS FOLLOWING TERMINATION.  Upon completion\nof the Term, MS will cease providing access to the Service.\n\n6. CONFIDENTIALITY. Each party undertakes to retain in confidence the non-public\nterms of this Agreement and all other non-public information and know-how\ndisclosed pursuant to this Agreement which is either designated as proprietary\nand\/or confidential or by the nature of the circumstances surrounding\ndisclosure, ought in good faith to be treated as proprietary and\/or confidential\n(\"Confidential Information\"); provided that each party may disclose the terms\nand conditions of this Agreement to its immediate legal and financial\nconsultants in the ordinary course of its business. Each party agrees to use\nbest efforts to protect Confidential Information, which precautions at least as\ngreat as those taken to protect its own confidential information. A party's\ndisclosure of Confidential Information as required by government or judicial\norder is not prohibited by this Agreement, provided that the disclosing party\ngives the other party prompt notice of such order and assists in the procurement\nof appropriate protective order (or equivalent) imposed on such disclosure.\nNothing contained herein limits either party's right to develop products\nindependently without the use of the other party's Confidential Information.\nExcept as may otherwise be specified in a duly countersigned rider hereto, to\nthe extent not inconsistent with this Section 6, the terms of any non-disclosure\nagreement(s) entered into between the parties prior to this Agreement expressly\nsurvive the execution of this Agreement and are deemed incorporated herein by\nthis reference.\n\n                                       -4-\n\n                 \n\n7. CERTAIN NOTICE RIGHTS. If, at any time during the Term, LICENSOR desires to\nsell outright all of its rights, title and interest in and to the Service,\nLICENSOR will provide MS with 15 business days' prior notice of such\ntransaction, and LICENSOR will not close such transaction (or enter into a\nnon-cancelable agreement to close such transaction) prior to the end of such 15\nbusiness day period. In addition, if LICENSOR solicits proposals from two or\nmore third parties for any such transaction, LICENSOR will concurrently notify\nMS of such solicitation and the general nature of the proposal (without any\nrequirement to notify MS of the identity of such third parties). Notices under\nthis Section 11 will be deemed Confidential Information of LICENSOR subject to\nSection 6 of this Agreement.\n\n8.       INTELLECTUAL PROPERTY.\n\n         8.1 OWNERSHIP. As between the parties, LICENSOR owns or is the\nauthorized licensor of all patents, copyrights, trademarks, trade secrets and\nother proprietary and intellectual property rights in the Service (\"IP Rights\").\n\n         8.2 COPYRIGHT NOTICES. If MS assumes operation of the Mirrored Sites,\nMS will include an appropriate copyright notice for the Service. LICENSOR\nacknowledges that a Mirrored Site may also contain copyright and patent notices\nof copyrightable works, including those of MS, provided that no such notices\nwill be featured more prominently than those afforded to LICENSOR.\n\n         8.3 TRADEMARK LICENSE. LICENSOR hereby grants MS the right to use and\npublish in connection with the distribution, promotion, and licensing of each\nMirrored Site all trademarks and tradenames associated with the Service. MS will\nadd the appropriate trademark or tradename symbol or designation (i.e., (TM) or\n(R)), as indicated by LICENSOR, and will footnote LICENSOR's ownership of such\ntrademark or tradename wherever it is first mentioned in any printed materials\nrelating to a Mirrored Site. MS agree to maintain the quality of each Mirrored\nSite using LICENSOR's trademarks at a level commensurate with the quality of\nproducts previously distributed by MS. The rights granted to MS to use\ntrademarks and tradenames associated with the Service will not preclude MS from\ncreating, developing, applying for and obtaining and otherwise using and\nenjoying any logos, trademarks and tradenames of its own with respect to its\nproducts or a Mirrored Site, nor from applying for and obtaining copyright\nand\/or trademark protection therefor.\n\n9.       ASSIGNMENT AND TRANSFER OF CONTROL.\n\n         9.1      ASSIGNMENT.\n\n                  (a) BY LICENSOR. LICENSOR may assign this Agreement, upon\nnotice to MS, to its parent corporation, or to any wholly-owned domestic\nsubsidiary thereof, without MS's prior written consent, provided that the\nassignee assumes and agrees in writing to perform all of LICENSOR's executory\nobligations and LICENSOR guarantees performance by the assignee throughout the\nTerm. In addition, LICENSOR may assign its rights under this Agreement to any\nperson or entity acquiring all or substantially all of the assets of the\nService, provided that such assignment will be subject to MS' prior approval,\nnot to be unreasonably withheld. LICENSOR acknowledges and agrees that MS'\nwithholding of consent to an assignment will not be considered unreasonable if\nthe proposed assignment is to a person or entity engaged which is primarily\nengaged in a business which is directly competitive with either MS Party. Except\nas expressly provided the immediately preceding sentences, LICENSOR will not\nassign, sublicense, pledge, hypothecate, transfer or otherwise convey rights\nunder this Agreement, by operation of law or otherwise, or in whole or in part,\nwithout MS' prior written consent, which may be withheld for any reason.\n\n         9.2      TRANSFER OF CONTROL.\n\n                  (A) GENERALLY. If any sale or transfer of management or\ncontrol of or a significant ownership interest in LICENSOR (\"Transfer\") is\nanticipated by LICENSOR, LICENSOR will given notice to MS of such Transfer\n(including the proposed transferee) not less than 30 days prior to the effective\ndate of such Transfer if such transfer is voluntary, or as soon as possible\nafter the Transfer, if such Transfer is involuntary. If such Transfer results in\nmanagement or control of or a significant ownership interest in LICENSOR or the\nService by (A) any software distributor having gross revenue in excess of $100\nmillion or more calculated over its three previous fiscal years, or\n\n                                       -5-\n\n                 \n\n(B) any company engaged in the operation of a commercial online service having\ngross revenue in excess of $20 million or more calculated over the immediately\npreceding fiscal year or (C) any entity having management or control or a\nsignificant ownership interest in an equity included in categories (A) or (B)\n(any such entity is referred to herein as a \"Restricted Transferee\"), then MS\nwill have the right to terminate this Agreement on the terms contained in\nSection 9.2(b). MS will give notice to LICENSOR of any such termination within\n15 days after MS has been advised by LICENSOR of such Transfer or a material\nchange in a proposed Transfer in respect of which LICENSOR has previously given\nnotice to MS. If LICENSOR fails to give notice to MS of a Transfer within the\ntime limits set forth above, to any assignee included in the categories\ndescribed in (A), (B) or (C) above, then MS, at any time within 30 days after MS\nactually learns of such Transfer or within 30 days after the effective date of\nsuch Transfer, whichever is later, will have the right at its option to\nterminate this Agreement effective upon the effective date of any such Transfer.\n\n                  (b) MS RIGHTS UPON TERMINATION. If MS elects to terminate this\nAgreement pursuant to Section 9.2(a), MS will have the right, but not the\nobligation, upon making payment of the remuneration specified in Section 3 and\nExhibits C and D for the balance of the then-current sixth-month period during\nthe Term, by notice to LICENSOR, to procure for MS Customers the ongoing right\nto access the Service as follows:\n\n                        (i) all updates and enhancements which would otherwise\nbe required to be made available during the then-current sixth-month period of\nthe Term will be made available on the Mirrored Site as provided herein; and\n\n                        (ii)\n\n                  (c) SIGNIFICANT OWNERSHIP INTEREST. Solely for purposes of\nthis Section 9.2, MS and LICENSOR acknowledge and agree that a \"significant\nownership interest\" in an entity means a direct or indirect ownership interest\nin excess of 25% of the equity of such entity; excluding, however, new equity\nofferings or venture capital financing rounds.\n\n10.      OTHER PROVISIONS.\n\n         10.1 NO INADVERTENT WAIVER. No waiver of any breach of any provision of\nthis Agreement constitutes a waiver of any prior, concurrent or subsequent\nbreach of the same or any other provisions, and will not be effective unless\nmade in writing and signed by an authorized representative of the waiving party.\n\n         10.2 FORCE MAJEURE. Subject only to the immediately following sentence,\nneither party is liable for, and will not be considered in default or breach of\nthis Agreement on account of, any delay or failure to perform as required by\nthis Agreement as a result of any causes or conditions that are beyond such\nparty's reasonable control and which such party is unable to overcome by the\nexercise of reasonable diligence, provided that the affected party will use best\nefforts to resume normal performance. Notwithstanding the immediately preceding\nsentence, if at any time during the Term, LICENSOR becomes unable to operate the\nMirrored Site in accordance with MS' requirements, MS may elect, upon notice to\nLICENSOR, to terminate this Agreement.\n\n         10.3     SURVIVAL.  Sections 1, 3, 4, 6, 8, 9 and 10 survive any \ntermination or expiration of this Agreement.\n\n         10.4 GOVERNING LAW. This Agreement is governed by the laws of the State\nof Washington, and LICENSOR consents to jurisdiction and venue in the state and\nfederal courts sitting in King County, State of Washington. Process may be\nserved on either party in the manner set forth in Section 11(c) for the delivery\nof notices or by such other method as is authorized by applicable law or court\nrule.\n\n         10.5 NOTICES. All notices, authorizations, and requests in connection\nwith this Agreement will be deemed given on the day (i) deposited in the U.S.\nmails, postage prepaid, certified or registered, return receipt requested; or\n(ii) sent by air express courier, charges prepaid and addressed as follows (or\nto such other address as the party to receive the notice or request so\ndesignates by written notice to the other):\n\n                                       -6-\n\n                 \n\n                      LICENSOR:                 InfoSeek Corporation\n                                                Suite 250\n                                                2620 Augustine Drive\n                                                Santa Clara, CA 95054\n                                                Attention:  Steve Kirsch\n                               copy to:         Legal Department\n\n                      MS:                       Microsoft Corporation\n                                                One Microsoft Way\n                                                Redmond, WA 98052-6399\n                                                Attention: General Manager, \n                                                MSN Systems\n\n                               copy to:         Law and Corporate Affairs\n\n         10.6 PUBLIC ANNOUNCEMENTS. Neither party will issue any press release,\nadvertising or other public announcement concerning its relationship with the\nother party without the written approval of the other party. Personal email\nmessages (electronic mail from an individual to less than five individuals\noutside his or her company) are not considered public announcements, but\npostings in a newsgroup, postings to a mail distribution list, and postings on\nthe World Wide Web are all considered public announcements.\n\n         10.7 RELATIONSHIP OF PARTIES. Neither this Agreement, nor any terms and\nconditions contained herein may be construed as creating or constituting a\npartnership, joint venture or agency relationship or as granting a franchise as\ndefined in the Washington Franchise Investment Protection Act, RCW 19.100, as\namended, or 16 CFR Section 436.2.\n\n         10.8 REFERENCES TO MS. With respect to all references in this Agreement\nto MS other than references in Sections 1 through 3, LICENSOR acknowledges and\nagrees that wherever appropriate, MS's rights will extend equally to MS\nAffiliates and MS Customers and MS acknowledges and agrees that MS's obligations\nwill extend equally to MS Affiliates and MS Customers. With respect to the\nrights granted in Section 1 and the delivery requirements set forth in Section\n2, such sections state with specificity the rights and obligations of MS\nAffiliates and MS Customers. With respect to the remuneration payable to\nLICENSOR pursuant to Section 3, LICENSOR acknowledges and agrees that LICENSOR\nwill look solely to MS for the payment thereof.\n\n         10.9     DISPLAY.  At all times during the Term, MS will prominently \nlist the Mirrored Site on MSN.\n\n[This space left blank]\n\n                                       -7-\n\n\n\n11. ENTIRE AGREEMENT. This Agreement, together with each exhibit hereto, which\nis incorporated herein by this reference, embodies the entire agreement between\nthe parties and supersedes all previous contemporaneous agreements,\nunderstandings and arrangements with respect to the subject matter hereof,\nwhether oral or written, and may be amended only by a written instrument duly\nsigned by authorized representatives of MS and LICENSOR.\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date set\nforth above. All signed copies of this Agreement will be deemed originals.\n\nMICROSOFT CORPORATION(\"MS\")               INFOSEEK CORPORATION     \n                                          ---------------------------------\n                                                               (\"LICENSOR\")\n\nBy (signature)                            By (signature)\n               ---------------                           ----------------------\nName    \/s\/ ANTHONY BAY                   Name  \/s\/ STEVEN KIRSCH\n        ----------------------                  ----------------------\nTitle     OM, MSW SYSTEMS                 Title      PRESIDENT\n        ----------------------                  ----------------------\nDate          8\/23\/95                     Date        8\/23\/95\n        ----------------------                  ----------------------\n\n                                          LICENSOR's Federal Employer ID Number\n                                          or Social Security Number 77-019870\n                                                                    ---------\n \n\n\n                                       -8-\n\n                 \n\n                                    EXHIBIT A\n\n                            OPERATIONAL DESCRIPTIONS\n\n(Describe with specificity each function that the Service will perform,\nincluding management and operations tools to allow us to maintain the database.)\n\nLICENSOR performs full-text search of LICENSOR's web page database based on\nrequests from MS Customers via http protocol over the Internet. LICENSOR returns\nlist of web page addresses and descriptions of such sites that match user\nrequest as determined by LICENSOR search engine.\n\n                                       -9-\n\n                                    EXHIBIT B\n\n                                DELIVERY SCHEDULE\n\nInfoSeek will make the Mirror site available for use by MS customers by end of\ncalendar day August 23, 1995, incorporating MS look and feel template.\n\n                                      -10-\n\n                                    EXHIBIT C\n\n                                  REMUNERATION\n\nNo payment is expected or planned for this contract.\n\n                                      -11-\n\n                 \n\n                                    EXHIBIT D\n                                   ADVERTISING\n\n  The parties will both sell advertising on the Mirrored Site. Advertising\n  prices may be set by each party independently, subject to a minimum price\n  established by LICENSOR, and adhered to by both parties. The initial value of\n* the minimum price is [    ] per impression ([ ] for 1000 impressions).\n  LICENSOR may change this minimum at any time, with a two week notification\n  period prior to it taking effect.\n\n  As used in the preceding paragraph, an \"impression\" means each time an\n  individual user accesses a page containing an advertisement on the Mirrored\n  Site. If a page has more than one advertisement, the number of impressions\n  resulting from accessing that page will equal the number of advertisements on\n  the page.\n\n  The parties agree to share available advertising revenue generated by\n  advertisements on the Mirrored Site as described below.\n\n  Each month, an accounting and distribution of advertising revenues will be\n  done according to the following schedule:\n\n  1.       All fees payable to third parties resulting from the sale of the\n           advertisement will be deducted prior to the accounting. This would\n           include fees payable to advertising agencies and taxing authorities.\n\n  2.       For each advertisement sold during that next month, the party that\n*          sold the ad receives [ ] of the net sale (after all fees, including\n           agency fees and taxes).\n\n  3.       The net amount remaining is placed in a pool, which is divided on a \n           monthly basis as follows:\n*                   a)       The first [       ] is allocated to LICENSOR, as \n                             payment for running the service.\n*                   b)       The remainder is split evenly on a [       ] basis \n                             between LICENSOR and MS.\n\n  The parties will establish reconciliation processes to ensure that their\n  respective proceeds from the sale of advertising are placed in the pool and\n  distributed in accordance with the foregoing.\n\n  Placement of advertising will be done equitably and will be reviewed on a\n  monthly basis.\n\n  Insertion points for advertising will be mutually agreed and each party will\n  equal access to sell all insertion points on a \"first-come\" basis.\n\n  The parties will consult with each other and act in good faith with respect to\n  the amount of advertising available on a page (e.g., to avoid \"clutter\") and\n  the equitable sharing of agreed-upon advertising insertion points. If the\n  parties disagree with respect to whether available advertising space has been\n  or is being shared equitably, they will discuss their differences in good\n  faith and will take reasonable positions with respect thereto. Unless\n  otherwise agreed to by both parties, there will be only one advertisement per\n  page, and all advertisements will be the same size.\n\n- --------\n* CONFIDENTIAL TREATMENT REQUESTED\n  FOR REDACTED PORTION\n\n                                      -12-\n\n                 \n\n                                    EXHIBIT E\n\n                             DISALLOWED ADVERTISERS\n\nBoth parties have the right to disallow advertisements on the Mirrored Site from\ndirect competitors. Each party must provide to the other a list of companies\nconsidered direct competitors. This list may be updated at any time, with a 2\nweek notification period prior to it taking effect (i.e., cessation of such\nadvertisements being displayed on the Mirrored Site). The initial lists of\ndisallowed advertisers are given below.\n\nMS List:\n\n*1.      [                                  ]\n*2.      [        ]\n*3.      [       ]\n*4.      [         ]\n*5.      [        ]\n*6.      [      ]\n*7.      [   ]\n*8.      [      ]\n*9.      [     ]\n*10.     [       ]\n*11.     [                             ]\n*12.     [                      ]\n*13.     [      ]\n*14.     [   ]\n\nLICENSOR list:\n\n1.       Architext\n2.       Yahoo\n3.       Lycos\n*4.      [       ]\n*5.      [   ]\n*6.      [      ]\n*7.      [          ]\n*8.      [       ]\n9.       Open Text\n*10.     [               ]\n11.      DejaNews\n\n- --------\n* CONFIDENTIAL TREATMENT REQUESTED\n  FOR REDACTED PORTION\n\n                                      -13-\n\n                                 AMENDMENT NO. 1\n                                       TO\n                    INTERNET SEARCH SERVICE ACCESS AGREEMENT\n\nThe Internet Search Service Access Agreement (\"Agreement) by and between\nMicrosoft Corporation, a Washington corporation (\"MS\"), with offices at and a\nmailing address of One Microsoft Way, Redmond, WA 98052-6399, and InfoSeek\nCorporation, a California corporation (\"LICENSOR\"), with offices and a mailing\naddress at 2620 Augustine Dr., Suite 250, Santa Clara, CA 95054, executed by MS\nand Infoseek on August 23, 1995 is hereby amended by this Amendment No. 1 as\nfollows:\n\n1.  The following sentence is added to Section 1.1:\n\n         \"The license set forth in this paragraph is non-transferable by MS,\nexcept, upon notice to LICENSOR, MS may transfer the license to an MS\nAffiliate.\"\n\n2.  The last sentence of Section 2.1 is changed to read as follows:\n\n         \"LICENSOR agrees to incorporate page layout templates, including but\nnot limited to graphics, backgrounds and hypertext links, as provided by MS, in\norder to ensure that the Mirrored Site display output from the Service conforms\nto the \"look and feel\" of MS or any MS Affiliate.\"\n\n3.  Section 2.2 is changed to read as follows:\n\n         \"ADVERTISING. With respect to paid advertising incorporated into the\nService on the Mirrored Site by LICENSOR or MS, the revenues derived from such\nadvertising will be divided between LICENSOR and MS as described in Exhibit D.\"\n\n4.  Section 2.3 is changed to read as follows:\n\n         \"USER LOGS. During the Term, LICENSOR will provide MS, on a weekly\nbasis, remotely and in electronic form, with complete log information relating\nto accesses to the Service on the Mirrored Site (the \"Logs\"), such that MS will\nhave all of the same information of the type shown on Exhibit F that LICENSOR\nhas regarding accesses to the Service on the Mirrored Site. MS will have full\nrights to use the Logs for any external or internal purpose. The type of\ninformation required by this paragraph is shown in Exhibit F.\"\n\n5.  The last sentence of Section 3 is changed to read as follows:\n\n         \"If taxes are lawfully imposed and required to be withheld on any\nremuneration made to either party to the other by any government authority, the\npaying party may deduct such taxes from the amount owed the other party and pay\nthem to the appropriate taxing authority.\"\n\n6.  The last sentence of Section 4.3 is changed to read as follows:\n\n\"THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER WILL NOT EXCEED THE AMOUNT OF\nREVENUES DIRECTLY ACCRUING TO SUCH PARTY AS A RESULT OF THE OPERATION OF THIS\nAGREEMENT, SO THAT MS'S MAXIMUM LIABILITY WILL BE LIMITED TO MS'S ADVERTISING\nREVENUES ATTRIBUTABLE TO THE OPERATION OF THE SERVICE ON THE MIRRORED SITES AND\nLICENSOR'S MAXIMUM LIABILITY WILL BE LIMITED TO LICENSOR'S ADVERTISING REVENUES\nATTRIBUTABLE TO THE OPERATION OF THE SERVICE ON THE MIRRORED SITES.\"\n\n7.  The last sentence of Section 5.2 is changed to read as follows:\n\n                                     1 of 5\n\n                 \n\n         \"Notwithstanding anything to the contrary contained herein, either\nparty's sole remedy in the event of a default by the other party under this\nAgreement will be a claim for damages against the defaulting party, as limited\npursuant to Section 4.3.\"\n\n8.  Section 5.3 is changed to read as follows:\n\n         \"RIGHTS AND OBLIGATIONS FOLLOWING TERMINATION. Upon completion of the\nTerm, LICENSOR will no longer be obligated to provide access to the Service\npursuant to this Agreement.\"\n\n9.  The following words are added after the word \"Transfer\" in the second line \nof Section 9.2(a): \", or as soon thereafter as practicable,\":\n\n10.  The following sentence is added to Section 10.6:\n\n         \"Press releases, advertising or other public announcements submitted\nfor approval and not rejected within two business days shall be deemed\napproved.\"\n\n11.  Exhibit D is changed to read as shown in Exhibit Dl, attached to this \nAmendment No. 1.\n\n12.  The first sentence of Exhibit E is changed to read as follows:\n\n         \"Both parties have the right to disallow advertisements on the Service\non the Mirrored Site from direct competitors.\"\n\n13.  The third sentence of Exhibit E is changed to read as follows:\n\n         \"This list may be updated at any time, with a 1 week notification\nperiod prior to it taking effect (i.e. cessation of such advertisements being\ndisplayed on the Service on the Mirrored Site).\"\n\n14. The following two companies are hereby added to the LICENSOR list of\ndisallowed advertisers set forth in Exhibit E, as items 12 and 13 thereon,\nrespectively.\n\n*        12.      [          ]\n*        13.      [         ]\n\n15.  Exhibit F, as attached to this Amendment No. 1 is added to the Agreement as\nExhibit F.\n\nThe parties hereto agree that the terms and provisions of the Agreement as\namended hereby shall remain in full force and effect. The effective date of this\nAmendment No. 1 shall be the date this Amendment No. 1 becomes fully executed by\nboth parties.\n\nACCEPTED FOR INFOSEEK CORPORATION           ACCEPTED FOR MICROSOFT CORPORATION\n\nBy:                                         By:\n   -----------------------------                -------------------------------\n       Authorized Signature                           Authorized Signature\n\nPrint Name: STEVEN T. KIRSCH                Print Name:  DANIEL ROSEN \n           ----------------------                       -----------------------\nTitle:         CHAIRMAN                     Title:       SR. DIRECTOR\n      ---------------------------                  ----------------------------\nDate:          12\/12\/95                     Date:          12\/18\/95\n      ---------------------------                  ----------------------------\n\n- --------\n* CONFIDENTIAL TREATMENT REQUESTED\n  FOR REDACTED PORTION\n\n                                     2 of 5\n\n                 \n\n\n                                   EXHIBIT D1\n\n                                   ADVERTISING\n\n   The parties will both sell advertising for the Service on the Mirrored Site.\n   Advertising prices may be set by each party independently, subject to a\n   minimum price established by LICENSOR, and adhered to by both parties. The\n*  initial value of the minimum price is [  ] per impression ([ ] for 1000\n   impressions) after the amounts specified in items 1 and 2 below shall have\n   been deducted from the corresponding advertising revenues. LICENSOR may\n   change this minimum at any time, with a two week notification period prior\n   to it taking effect. The party selling the advertising shall be responsible\n   for billing and collecting therefor.\n\n   As used in the preceding paragraph, an \"impression\" means each time an\n   individual user accesses a page containing an advertisement on Service on the\n   Mirrored Site. If a page has more than one advertisement, the number of\n   impressions resulting from accessing that page will equal the number of\n   advertisements on the page.\n\n   The parties agree to share available revenue generated by advertisements on\n   the Service on the Mirrored Site as described below.\n\n   Each month, an accounting and distribution of advertising revenues will be\n   done according to following schedule:\n\n   1.       All fees payable to third parties resulting from the sale of the\n            advertisement will be deducted prior to the accounting. This would\n            include fees payable to advertising agencies and taxing authorities,\n            excluding taxes based on net income or state corporate franchise\n            taxes.\n\n   2.       For each advertisement sold during that month, the party that sold\n*           the ad receives [ ] of the net proceeds (after the deductions\n            specified in item 1 above).\n\n   3.       Any royalties, if any, payable to third party information providers\n            by LICENSOR attributable to the Service on the Mirrored Site shall\n            be deducted from the net proceeds (after the deductions specified in\n            items 1 and 2 above).\n\n   4.       The net amount (after the deductions specified in items 1, 2, and 3 \n            above) remaining is placed in a pool, which is divided on a monthly \n            basis as follows:\n\n*           a) The first [      ] is allocated to LICENSOR, as payment for\n            running the service. To the extent in any month the advertising\n            revenues balance is insufficient to cover such allocation,\n            such allocation shall be paid out of the subsequent month(s)\n*           advertising revenues. The first [      ] is allocated to LICENSOR,\n            as payment for running the service.  To the extent in any month\n            the advertising revenues balance is insufficient to cover such\n            allocation, such allocation shall be paid out of advertising\n            revenues for the subsequent month(s) until covered in full.\n\n*           b) The remainder is split [      ] on a [       ] basis between\n            LICENSOR and MS.\n\n            The parties will establish reconciliation to ensure that their\n            respective proceeds from the sale of advertising are placed in the\n            pool and distributed in accordance with the foregoing.\n\n            Placement of advertising will be done equitably and will be reviewed\n            on a monthly basis. Insertion points for advertising will be\n            mutually agreed and each party will equal access to sell all\n            insertion points on a \"first-come\" basis.\n\n            The parties will consult with each other and act in good faith with\n            respect to the amount of advertising\n\n\n- ----------------------------------------\n* CONFIDENTIAL TREATMENT REQUESTED\n  FOR REDACTED PORTION\n\n                                     3 of 5\n\n                 \n\navailable on a page (e.g., to avoid \"clutter\") and the equitable sharing of\nagreed-upon advertising insertion points. If the parties disagree with respect\nto whether available advertising space has been or is being shared equitably,\nthey will discuss their differences in good faith and will take reasonable\npositions with respect thereto. Unless otherwise agreed to by both parties,\nthere will be only one advertisement per page, and all advertisements will be\nthe same size.\n\n                                     4 of 5\n\n                 \n\n                                    EXHIBIT F\n\n                                     SAMPLE\n                                       LOG\n                                     REPORT\n\n20\/Aug\/1995:20:19:50+1700 - 204.157.128.46[Q][Hotel]\nhttp:\/\/www2.infoseek.com\/Titles?qt=Denmark+International+Studies\n20\/Aug\/1995:20:19:51+1700 - 129.78.89.162[Q][Cathay]\nhttp:\/\/www2.infoseek.com\/Titles?qt=Chris+Liu\n20\/Aug\/1995:20:19:52+1700 - 128.125.222.190[Q][ISN]\nhttp:\/\/www.lib.udel.edu\/search\/\n20\/Aug\/1995:20:19:50+1700 - 159.212.128.89[c][WDFM]\nhttp:\/\/www2.infoseek.com\/Query \n20\/Aug\/1995:20:19:51+1700 - 204.215.131.193[c][Winkler] \nhttp:\/\/www2.infoseek.com\/Query\n20\/Aug\/1995:20:19:52+1700 - 204.31.249.40[c][InfoSeek]http:\/\/www2.infoseek.com\/\n20\/Aug\/1995:20:19:50+1700 - 199.107.22.60[P][Intel]\/Titles?qt=Tax+Lein\n20\/Aug\/1995:20:19:51+1700 - 204.95.60.93[P][Winkler]\/Titles?qt=Amateur+Art\n20\/Aug\/1995:20:19:50+1700 - 204.29.16.77[P][Cathay]\n\/Titles?qt=washington+steelhead+fishing \n20\/Aug\/1995:20:19:50+1700 - 199.35.223.171[C][Cathay]\/Titles?qt=movies\n20\/Aug\/1995:20:19:51+1700 - 204.31.231.40[C][WDFM]\/Titles?qt=williamsburg \n20\/Aug\/1995:20:19:50+1700 - 128.236.118.55[C][MCI]\/Titles?qt=Montel+Jordan\n20\/Aug\/1995:20:19:50+1700 - 153.36.182.61[R][Riddler]- \n20\/Aug\/1995:20:19:51+1700 - 150.203.168.2[R][Apple]-\n\n- ---------------\n\nKey:\ndate\noriginating IP address\n[\nQQuery Page delivered \ncInfoseek 'cool sites' page hit\nPQuery run on search server\nCQuery out of Cache\nRredirect for clicks on ad \nrQuery referral URL (every 100th query)\nEError during job\nBBusy page return (no available search server)\n]\n[sponsor]\nrequested URL (usually the query text) or referrer URL (for Q and c)\n\n                                     5 of 5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7854,8221],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9620],"class_list":["post-42382","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-infoseek-corp","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","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\/42382","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=42382"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42382"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42382"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42382"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}