{"id":42383,"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-service-provider-navigator-distribution-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"internet-service-provider-navigator-distribution-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/internet-service-provider-navigator-distribution-agreement.html","title":{"rendered":"Internet Service Provider Navigator Distribution Agreement &#8211; Netscape Communications Corp. and Earthlink Inc."},"content":{"rendered":"<pre>\n\n                        NETSCAPE COMMUNICATIONS CORPORATION \n                 AMENDED AND RESTATED INTERNET SERVICE PROVIDER\n                       NAVIGATOR DISTRIBUTION AGREEMENT\n                                  COVER SHEET\n\n\n                                                    \nEarthLink Network, Inc.\n- ---------------------------------------------------\nFull legal name of Network Service Provider (\"NSP\")    NSP is incorporated in the state\/country of California\n\n3100 New York Drive                                    If NSP is not a corporation, please specify form of\n- ---------------------------------------------------    organization\nAddress of Principal Place of Business                             ---------------------------------------\n\nPasadena              California       91107\n- --------------------------------------------------     \nCity                  State            Zip             Nondisclosure Agreement Signed   \/X\/  Yes    \/ \/ No\n\nTelephone (818) 296-2400       Fax (818) 296-4161      If yes, date     April 15, 1996\n          ----------------------------------------                  ---------------------------------------\n\nName and Description of Internet Access and\/or\nInternet Access service (\"NSP's Products\"):       EarthLink Network Total Access\n                                                   ---------------------------------------------------------\n\nCheck Applicable:     \/ \/ Netscape Navigator LAN     \/X\/ Netscape Dial-Up Kit   \/X\/ Netscape Navigator Gold\n\nIMPORTANT NOTICE: THIS NETSCAPE COMMUNICATIONS CORPORATION INTERNET SERVICE PROVIDER NAVIGATOR \nDISTRIBUTION AGREEMENT GIVES YOU THE RIGHT TO MAKE AND DISTRIBUTE COPIES OF THE NAVIGATOR SOFTWARE \nCHECKED ABOVE AT THE PRICING SET FORTH IN ATTACHMENT C HERETO. THE NAVIGATOR SOFTWARE MUST BE OFFERED TO \nEND USERS AS A PACKAGED PRODUCT WITH NSP'S PRODUCT AND MAY NOT BE OFFERED AS A STAND-ALONE PRODUCT. THE \nNAVIGATOR SOFTWARE IS ONLY TO BE OFFERED TO END USERS IN THE TERRITORY NOTED BELOW. YOU MUST PROVIDE \nQUARTERLY POINT OF SALE REPORTS TO NETSCAPE. CAREFULLY REVIEW THE REST OF THIS AGREEMENT FOR OTHER \nIMPORTANT TERMS. FAILURE TO COMPLY WITH THIS AGREEMENT MAY RESULT IN TERMINATION.\n\nTERRITORY (Countries):  The United States, Canada and Mexico\n                       -----------------------------------------------------------------------------------\n                       -----------------------------------------------------------------------------------\n\n\n\n\n\n\n           EARTHLINK NETWORK, INC.                        NETSCAPE COMMUNICATIONS CORPORATION\n\n                                                       \nBy: \/s\/ Charles G. Betty                                   By: \/s\/ Conway Rulon-Miller\n   ----------------------------------------------             ----------------------------------------\n\nName:  Garry Betty                                        Name:  Conway (Todd) Rulon-Miller\n     --------------------------------------------               --------------------------------------\n\nTitle: Its President                                      Title: VP, Sales\n       ------------------------------------------               -------------------------------------\n\nDate:  5\/29\/96                                            Date of Acceptance: 5\/31\/96\n       ------------------------------------------                             ------------------------\n\nNSP Technical Contact                                   NETSCAPE AUTHORIZED AGENT\n\nPrimary:  Michael Mushet                                Company Name:\n         ---------------------------------------                       -------------------------------\n\nPhone:  818 296-2429                                    By:\n       -----------------------------------------            -----------------------------------------\n\nFax: 818 296-4161  e-mail: M2@ earthlink.net            Name: ---------------------------------------\n     ------------          --------------------\nAlternate: Steve Nelson                                 Title: \n          --------------------------------------              ---------------------------------------\nPhone 818-296-2486\nFax: 818 296-4161 e-mail: snelson @ earthlink.net       Date:\n    -------------        ------------------------             ---------------------------------------\n\n\n\n                                     - 1 -\n\n\n* CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED IN       REVIEWED BY\n  CONNECTION WITH A REQUEST TO THE SECURITIES AND EXCHANGE      NETSCAPE LEGAL\n  COMMISSION FOR CONFIDENTIAL TREATMENT OF SUCH PORTIONS.       Initial DRM\n                                                                        ---\n\n\n\n                        NETSCAPE COMMUNICATIONS CORPORATION \n                 AMENDED AND RESTATED INTERNET SERVICE PROVIDER\n                       NAVIGATOR DISTRIBUTION AGREEMENT\n\n\nThis Amended and Restated Internet Service Provider Navigator Distribution \nAgreement (\"Agreement\") is entered into by and between Netscape \nCommunications Corporation, a Delaware corporation (\"Netscape\"), with \nprincipal offices at 501 East Middlefield Road, Mountain View, CA 94043, \nU.S.A. and the NSP listed and identified on the cover sheet to this Agreement \n(\"Cover Sheet\") as of the date of acceptance by Netscape (\"Effective Date\").\n\nWHEREAS, NSP markets and provides Internet Access services and\/or Internet \nAccess services.\n\nWHEREAS, NSP and Netscape are parties to that Internet Service Provider \nNavigator Distribution Agreement dated May 25, 1995 and the Amendment thereto \ndated the same date (as amended, such Internet Service Provider Navigator \nDistribution Agreement shall be referred to herein as the \"Original \nAgreement\");\n\nWHEREAS, the parties to this Agreement wish to amend and restate the terms of \nthe Original Agreement with this Agreement so that the terms of the agreement \nremaining between the parties shall be those set forth in this Agreement; and\n\nWHEREAS, NSP desires to obtain rights to use and distribute Netscape's \nNavigator selected on the Cover Sheet in accordance with the terms and \nconditions of this Agreement.\n\nNOW, THEREFORE, the parties agree to the following terms and conditions:\n\nSECTION 1.  DEFINITIONS\nFor purposes of this Agreement, the following terms shall have the following \nmeanings:\n\n1.1  \"Active User\" means a Registered User for which Internet Access \n     through NSP's Product has not been terminated.\n\n1.2  \"Attachment(s)\" means the attachments to this Agreement which are \n     attached hereto and incorporated herein:\n\n     1.2.1  Attachment A (End User License Agreement) which set forth \n            Netscape's terms and conditions of licensing applicable to an \n            end user customer.\n\n     1.2.2  Attachment B (Quarterly Point of Sale Report) which sets \n            forth the form and information NSP must provide to Netscape\n            each quarter.\n\n     1.2.3  Attachment C (Navigator Pricing and Customization) which \n            sets forth Netscape's pricing for the current release (as \n            of Effective Date) of the Navigator selected on the Cover \n            Sheet by NSP, as amended by Netscape from time to time, and\n            Netscape's customization obligations.\n\n\n1.3  \"Derivative Work(s)\" means a revision, modification, translation, \n     abridgment, condensation or expansion of the Navigator or \n     Documentation or any form in which the Navigator or Documentation \n     may be recast, transferred, or adopted, which, if prepared without \n     the consent of Netscape, would be copyright infringement.\n\n1.4  \"Distributor\" means any third party appointed pursuant to this \n      Agreement by NSP or any Distributor properly appointed hereunder to \n      distribute the Navigator to End Users in accordance with the terms hereof.\n\n1.5  \"Documentation\" means Netscape's standard user manuals, reference manuals \n     and installation guides, or portions thereof, which are distributed as of \n     the Effective Date generally by Netscape to its other licensees of the \n     Navigator either in hard copy or electronic copy, as may be updated by \n     Netscape form time to time and provided to NSP hereunder.\n\n                                     - 2 -\n\n\n\n1.6  \"End User\" means any third party licensed by NSP or a Distributor \n     pursuant to this Agreement to use, but not to further distribute, the \n     Navigator except that if such third party is a corporation or other \n     entity, then \"End User\" means each individual within such corporation or \n     entity licensed by NSP or a Distributor pursuant to this Agreement to \n     use, but not to further distribute, the Navigator.\n\n1.7  \"Internet Access\" means connecting, through any medium now known or \n     hereafter developed or discovered, to the Internet in order to permit \n     data flow between the Internet and the connected end user.\n\n1.8  \"Major and Minor Updates\" mean updates, if any, to the Navigator. Major \n     Updates involve additions of substantial functionality while Minor \n     Updates do not. Major Updates are designated by a change in the number \n     to the left of the decimal point of the number appearing after the \n     product name while Minor Updates are designated by a change in any \n     number to the right of the decimal point. Netscape is the sole \n     determiner of the availability and designation of an Update as a Major \n     or Minor Update. Major Updates exclude software releases which are \n     reasonably designated by Netscape as new products. Where used herein \n     \"Updates\" shall mean Major Updates and Minor Updates interchangeably.\n\n1.9  \"NAA\" means the applicable Netscape authorized distributor or value \n     added reseller who has entered into a Netscape Authorized Agent \n     Agreement with Netscape to act as a Netscape Authorized Agent in \n     connection with this Agreement solely for administrative purposes on \n     behalf of Netscape, all in accordance with the terms of the Netscape \n     Authorized Agent Agreement and this Agreement. All references in this \n     Agreement to \"Netscape\/NAA\" shall mean the NAA if this Agreement is \n     entered into among Netscape, NSP and an NAA.\n\n1.10 \"Navigator\" means the Netscape Dial-Up Kit, Netscape Navigator LAN \n     and\/or Netscape Navigator Gold as selected on the Cover Sheet.\n\n1.11 \"Netscape Dial-Up Kit\" means, to the extent selected on the Cover Sheet, \n     the executable current version (but not the source code version) of the \n     client software Netscape markets under the name \"Netscape Dial-Up Kit\", \n     and any Updates that Netscape may provide to NSP hereunder from time to \n     time.\n\n1.12 \"Netscape Navigator Gold\" means, to the extent selected on the Cover \n     Sheet, the executable version (but not the source code version) of the \n     client category of software Netscape markets under the name \"Netscape \n     Navigator Gold\", and any Updates that Netscape may provide to Licensee \n     hereunder from time to time.\n\n1.13 \"Netscape Navigator LAN\" means, to the extent selected on the Cover \n     Sheet, the executable version (but not the source code version) of the \n     web client software Netscape markets under the name \"Netscape Navigator \n     LAN\", and any Updates that Netscape may provide to NSP hereunder from \n     time to time.\n\n1.14 \"NSP's Product\" means NSP's Internet Access and\/or Intranet Access \n     services, as described on the Cover Sheet, with which the Navigator is \n     required to be bundled and distributed.\n\n1.15 \"Program Errors\" means one or more reproducible deviations in the \n     Navigator from the applicable functional specifications set forth in the \n     Documentation.\n\n1.16 \"Registered User\" means (a) an End User that is provided Netscape \n     Navigator Gold upon the date the Navigator is distributed to each End \n     User or (b) an End User that is provided Netscape Navigator LAN or \n     Netscape Dial-Up Kit upon the date such End User logs on to Licensee's \n     Product using a user ID and password obtained from Licensee.\n\n1.17 \"Territory\" shall mean that geographic area set forth on the Cover Sheet.\n\nSECTION 2.   GRANT OF LICENSES AND RIGHTS\n\n2.1  Licenses\n\n     2.1.1  License. Subject to the terms and conditions of this \n            Agreement, Netscape hereby grants to NSP and NSP hereby accepts, \n            a nonexclusive and nontransferable right and license to (i) use \n            in the Territory the Navigator for NSP's internal business \n            purposes, (ii) reproduce, without change\n\n                                     - 3 -\n\n\n              (except as required pursuant to Section 2.1.6), the Navigator (in\n              executable form only) on any media (provided that NSP shall not\n              electronically distribute any version of the Navigator containing\n              128-bit encryption), (iii) distribute in the Territory by\n              sublicense such Navigator copies to End Users, directly or\n              indirectly through Distributors, solely for use in\n              conjunction with NSP's Product and (iv) directly distribute from\n              NSP's FTP (file transfer protocol) site to Active Users located\n              in the Territory any Minor Updates provided to NSP by Netscape\n              pursuant to Section 6.3; provided, that such FTP site shall not\n              permit any person or entity, other than Active Users, to download\n              or otherwise access any Update.\n\n    2.1.2     Distributors.  Subject to the terms and conditions of this\n              Agreement, NSP may sublicense to Distributors and such\n              Distributors may sublicense to other Distributors the right and\n              license to reproduce, without change, the Navigator (in\n              executable form only) on any tangible media solely as an\n              incorporated part of NSP's Product and to distribute in the\n              Territory by sublicense such Navigator copies to End Users,\n              directly or indirectly through other Distributors, solely for use\n              in conjunction with NSP's Product.\n\n    2.1.3     License Restrictions.  NSP agrees not to copy (except as\n              expressly permitted herein), modify, translate, decompile,\n              reverse engineer, disassemble, or otherwise determine or attempt\n              to determine source code from the executable code of the\n              Navigator or to create any Derivative Works based upon the\n              Navigator or Documentation, and agrees not to permit or authorize\n              anyone else, including, without limitation, any Distributor, to\n              do so.  NSP and each Distributor are expressly prohibited from\n              any marketing and\/or distribution of the Navigator(a) unless each\n              copy of the Navigator is bundled with NSP's Product and (b)\n              outside of the Territory.  NSP shall not be entitled to grant to\n              any Distributor and no Distributor shall be entitled to grant to\n              any other Distributor the right or license to electronically\n              distribute the Navigator, including, without limitation, any\n              Update.\n\n    2.1.4     Documentation License. Subject to the terms and conditions of\n              this Agreement, Netscape hereby grants and NSP hereby accepts a\n              nonexclusive and nontransferable right and license to use and\n              reproduce, without change (except as provided in Section 2.1.6),\n              the Documentation, and to distribute in the Territory by\n              sublicense  the Documentation to End Users, directly or\n              indirectly through Distributors, solely in conjunction with the\n              Navigator.  Subject to the terms and conditions contained in this\n              Agreement, NSP may sublicense to Distributors and such\n              Distributors may sublicense to other Distributors the right and\n              license to use and reproduce, without change, the Documentation\n              and to distribute in the Territory by sublicense the\n              Documentation to End Users, directly or indirectly through other\n              Distributors, solely in conjunction with the Navigator.\n\n    2.1.5     Licenses Dependent on Bundling and Accounting.  The licenses\n              granted in this Section 2.1 are conditional upon (i) NSP bundling\n              each copy of the Navigator with NSP's Product and NSP and each\n              Distributor marketing and distributing each copy of the Navigator\n              only as so bundled with NSP's Product and only in the Territory\n              and (ii) NSP establishing and maintaining controls and procedures\n              sufficient to timely and accurately determine the number of\n              Registered Users.  If (a) NSP fails to so bundle the Navigator,\n              (b) NSP or any Distributor markets or distributes the Navigator\n              without NSP'S Product bundled therewith or outside of the\n              Territory or (c) NSP fails to account for all Registered Users in\n              accordance with this Section 2.1.5, the licenses granted\n              hereunder shall be immediately revocable by Netscape in addition\n              to any other remedies Netscape may have.\n\n    2.1.6     Configuration Guide.  In the event that the Netscape Dial-Up Kit\n              is selected on the Cover Sheet, Netscape hereby grants to NSP,\n              and NSP hereby accepts, a nonexclusive and nontransferable right\n              and license, in the Territory, to (a) use (with no right to\n              sublicense) the configuration guide provided by Netscape to NSP\n              (the \"Configuration Guide\") to preconfigure the dial-up\n              parameters and Netscape preferences specified therein solely for\n              NSP's Product and for no other network service and (b) modify the\n              \"Getting Started\" portion of the Documentation for the Netscape\n              Dial-Up Kit solely to the extent necessary to reflect the\n              preconfigured parameters and dial-up preferences made by NSP to\n              the Netscape Dial-Up Kit in accordance with this Section 2.1.6.\n              Prior to distribution of any Netscape Dial-Up Kit to a Distributor\n              or End User, NSP shall use the Configuration Guide to\n              preconfigure the dial-up parameters and Netscape preferences of\n              each such\n\n\n                                        - 4 -\n\n\n\n              Netscape Dial-Up Kit to: (i) provide Internet Access and\/or\n              Intranet Access to End Users solely through NSP's Product and\n              (ii) prevent access to any private network not operated by NSP.\n              NSP is granted no right to license to (x) distribute or\n              sublicense the Configuration Guide to any third party, including,\n              without limitation, Distributors, (y) sublicense to any\n              Distributor the right or license to modify or change all or any\n              portion of the Navigator or Documentation, and (z) except as\n              provided in this Section 2.1.6, modify or change all or any\n              portion of the Navigator or Documentation.\n\n\n    2.1.7     Stack and Dialer.  Prior to distribution of any Netscape\n              Navigator LAN to a Distributor or End User, NSP shall bundle, in\n              accordance with this Section 2.1.7, each copy of the Netscape\n              Navigator LAN  with NSP's or a third party's stack and dialer.\n              NSP agrees to bundle each copy of the Netscape Navigator LAN with\n              such stack and dialer so that such copy of the Netscape Navigator\n              LAN: (i) provides Internet Access and\/or Intranet Access to End\n              Users solely through NSP's Product and (ii) prevents access to\n              any public network, other than the Internet, and to any private\n              network not operated by NSP.\n\n    2.1.8     Promotion of Navigators.  NSP agrees to treat all Navigators at\n              least as favorable as it treats any other products distributed by\n              NSP that are competitive with any Navigator.  Specifically, NSP\n              agrees that it will not market or promote any Navigator or any\n              other product in a manner that states or could reasonably be\n              interpreted to imply that the Navigator is inferior or secondary\n              to the other product.  For example, NSP will not market or\n              promote any other product as \"preferred,\" \"premier,\" \"primary\" or\n              the like as compared to any Navigator.\n\n    2.1.9     Netscape Now Program.  The licenses granted in this Section 2.1\n              are conditional on (a) NSP's ongoing participation in the\n              Netscape Now Program, including without limitation, NSP's\n              compliance with the Netscape Now Program published guidelines as\n              currently in effect and as may be revised by Netscape and\n              provided to NSP from time to time during the term of this\n              Agreement and (b) NSP's placement of a \"Netscape Now\" button in\n              conformance with the Netscape Now Program Guidelines on a URL\n              maintained by NSP in connection with NSP's Product and designated\n              by NSP as the URL containing information regarding Updates.  NSP\n              acknowledges that it has received and had an opportunity to\n              review the current Netscape Now Program published guidelines.\n\n2.2 Export.  NSP shall comply fully with all then current applicable laws,\n    rules and regulations relating to the export of technical data, including,\n    but not limited to any regulations of the United States Office of Export\n    Administration and other applicable governmental agencies and NSP\n    acknowledges that by virtue of certain security technology embedded in the\n    Navigator, that export of such software may not be legal.  NSP shall\n    conspicuously mark all packaging containing Navigators identified by\n    Netscape as not for export with a \"Not for Export\" notice.  Netscape agrees\n    to cooperate in providing information requested by NSP as necessary to\n    obtain any required licenses and approvals.  When distributing the\n    Navigator and Documentation in countries where an enforceable copyright law\n    covering the same does not exist, NSP shall obtain a written agreement\n    signed by the End User prohibiting the End User from making unauthorized\n    copies of the same.\n\n2.3 Compliance With Laws\n\n    2.3.1     At its own expenses, NSP shall make, obtain, and maintain in force\n              at all times during the term of this Agreement, all applicable\n              filings, registrations, reports, licenses, permits and\n              authorizations (collectively \"Authorizations\") in the Territory\n              in order for NSP to perform its obligations under this Agreement,\n              Netscape\/NAA shall provide NSP with such assistance as NSP may\n              reasonably request in making or obtaining any such\n              Authorizations.  In the event that the issuance of any\n              Authorization is conditioned upon an amendment or modification to\n              this Agreement which is unacceptable to Netscape, Netscape shall\n              have the right to terminate this Agreement without liability or\n              further obligation whatsoever to NSP.\n\n    2.3.2     NSP shall comply with all laws, regulations and other legal\n              requirements that apply to this Agreement, including tax and\n              foreign exchange legislation; advise Netscape\/NAA of any\n              legislation, rule, regulation or other law (including but not\n              limited to any customs, tax, trade,\n\n\n                                        - 5 -\n\n\n\n              intellectual property or tariff law) which is in effect or which\n              may come into effect in the Territory after the Effective Date of\n              this Agreement and which affects the importation of the Navigator\n              into, or the use and the protection of the Navigator and the\n              intellectual property right within, the Territory, or which has a\n              material effect on any provision of this Agreement.  NSP will\n              provide Netscape\/NAA with the assurances and official documents\n              that Netscape\/NAA periodically may request to verify NSP's\n              compliance with this subsection.\n\n    2.3.3     NSP shall not, together with its employees and agents, in\n              conformity with the United States Foreign Corrupt Practices Act\n              and with Netscape's established corporate policies regarding\n              foreign business practices, directly or indirectly make and offer\n              payment, promise to pay, or authorize payment, or offer a gift,\n              promise to give, or authorize the giving of anything of value for\n              the purpose of influencing an act or decision of an official of\n              any government within the Territory or of the United States\n              Government (including a decision not to act) or inducing such a\n              person to use his influence to affect any such governmental act\n              or decision in order to assist Netscape in obtaining, retaining\n              or directing any such business.\n\n2.4 This Party Licenses.  If all or any part of the Navigators delivered to NSP\n    has been licensed to Netscape by a third party software supplier then,\n    notwithstanding anything to the contrary contained in this Agreement, NSP\n    is granted a sublicense to the third party software subject to the same\n    terms and conditions as those contained in the agreement between Netscape\n    and such third party software supplier.  In addition, Netscape reserves the\n    right to substitute any third party software in the Navigators so long as\n    the new third party software does not materially affect the functionality\n    of the Navigator.  Netscape represents that current releases of the\n    Navigators contain no third party software which would require NSP to agree\n    to any terms and conditions in addition to those set forth in this\n    Agreement.\n\n2.5 European Union.  In the event that any provisions of this Agreement\n    prohibits any activity of License or any Distributor in violation of\n    Article 6 of the Council Directive of 14 may 1991 on the legal protection\n    of computer programs, and implementing legislation thereunder (the\n    \"Directive\"), then, such activity shall be permitted solely to the extent,\n    if any, that such activity is (i) subject to the jurisdiction of a Member\n    State of the European Union and (ii) expressly permitted by the Directive.\n\nSECTION 3.  MARKETING AND DISTRIBUTION\n\n3.1 Nonexclusivity.  NSP understands that Netscape may enter into arrangements\n    similar to this Agreement with third parties.\n\n3.2 Terms relating to Distribution.\n\n    3.2.1     Distribution to Government Agencies.  NSP agrees to comply with\n              all applicable laws, rules and regulations to preclude the\n              acquisition of unlimited rights to technical data, software and\n              documentation provided with the Navigator to a governmental\n              agency, and ensure the inclusion of the appropriate \"Restricted\n              Rights\" or \"Limited Rights\" notices required by the U.S.\n              Government agencies or other applicable agencies.\n\n    3.2.2     Distributor Agreements.  Prior to the distribution of any\n              Navigator to a Distributor, NSP or a then-current Distributor\n              shall enter into an enforceable written agreement with such\n              Distributor (\"Distributor Agreement\") that (i) is sufficient to\n              ensure that such Distributor is required to comply with the\n              relevant terms of this Agreement and (ii) expressly names\n              Netscape as an intended third party beneficiary with the right to\n              rely on and directly enforce the terms thereof.  Without limiting\n              the generality of the foregoing, each Distributor Agreement shall\n              include terms no less restrictive than those contained in Section\n              2.1(iii),2.1.3,2.1.8,2.2,2.3,3.2.1,3.2.3,3.3,7.8 and 9.1 of this\n              Agreement.\n\n    3.2.3     End User License Agreements.  Neither NSP nor any Distributor\n              shall sublicense or otherwise distribute any copy of the\n              Navigator or Documentation to End users except pursuant to a\n              written sublicense agreement (\"End User License Agreement\") that\n              (i) contains terms and conditions not inconsistent with and no\n              less restrictive than the terms and conditions set forth in\n              Netscape's then-current standard end user license agreement for\n              the Navigator and Documentation (with NSP or\n\n\n                                        - 6 -\n\n\n          such Distributor as the \"Licensor\" thereunder) and (ii) provides, \n          in 12 point, bold, upper-case type, at the top of each such\n          agreement and prior to any other text (other than introductory text\n          regarding acceptance of the agreement), a legend in substantially \n          the following form:\n\n               THE NAVIGATOR AND DOCUMENTATION ARE PROVIDED FOR USE ONLY\n               (I) WITH THE INTERNET ACCESS OR INTRANET ACCESS SERVICE\n               INITIALLY OFFERED BY (NSP\/DISTRIBUTOR) IN CONJUNCTION WITH \n               THE DISTRIBUTION OF THE NAVIGATOR AND DOCUMENTATION AND \n               (II) IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.  NO\n               RIGHT OR LICENSE IS GRANTED TO USE THE NAVIGATOR OR \n               DOCUMENTATION WITH ANY OTHER INTERNET ACCESS OR INTRANET \n               ACCESS SERVICE.\n\n               A copy of Netscape's current standard end user license \n          agreement for the Navigator is attached hereto as Attachment A.\n          Upon delivery by Netscape to NSP of any revised end user license \n          agreement, NSP and each Distributor shall, as soon as reasonably\n          practicable, but in any event within ninety (90) days after receipt\n          thereof from Netscape, use only such End User License Agreements\n          that have been revised to conform to the terms of this Agreement and\n          such revised end user license agreement provided by Netscape to \n          NSP; provided, in the event that the revised end user license \n          agreement is provided by Netscape to NSP to comply with or conform \n          to a law, regulation or policy or other third party requirement, NSP\n          and each Distributor will use only such revised End User License\n          Agreement within thirty (30) days after receipt by NSP of Netscape's\n          revised end user license agreement.\n\n3.3  Enforcement of Ancillary Agreements. NSP shall use commercially \n     reasonable efforts to enforce each Distributor Agreement and End User \n     License Agreement and NSP shall require each Distributor to use \n     commercially reasonable efforts to enforce each Distributor Agreement and\n     each End User License Agreement to which such Distributor is a party, in\n     each case, with at least the same degree of diligence used in enforcing\n     similar agreements governing others, which in any event shall be \n     sufficient to adequately enforce such agreements. NSP shall, and shall\n     require each Distributor to, use commercially reasonable efforts to protect\n     Netscape's copyright rights, and NSP shall notify Netscape, and shall\n     require each Distributor to notify NSP, of any breach of a material\n     obligation under a Distributor Agreement or an End User License Agreement\n     affecting the Navigator or Documentation. In addition, NSP will \n     cooperate, and will require each Distributor to cooperate, with Netscape\n     in any legal action to prevent or stop unauthorized use, reproduction or\n     distribution of the Navigator or Documentation.\n\n3.4  Third Party Requirements. In the event that Netscape is required by a \n     third party software supplier to cease and to cause its licensees to \n     cease reproduction and distribution of a particular revision of the\n     Navigator, NSP agrees to comply, and agrees to cause its Distributors\n     to comply, therewith as soon as commercially practicable provided\n     Netscape\/NAA provides NSP with thirty (30) days prior written notice\n     and further provided Netscape replaces such affected Navigator with a \n     functionally equivalent Navigator as soon as commercially practicable.\n\nSECTION 4.   FEES AND PAYMENT\n\n4.1  License Fees. NSP shall pay to Netscape\/NAA, within thirty (30) days of \n     the date of Netscape's\/NAA's invoice, the applicable per copy license fee\n     set forth in Attachment C for each license granted by NSP to Registered\n     Users in connection with the distribution of all or any portion of the\n     Navigator. Netscape\/NAA will invoice NSP on a quarterly basis for \n     accrued but unpaid license fees based on NSP's Quarterly Point of Sale \n     Reports submitted in accordance with Section 4.3 below. Per copy license \n     fees will accrue in the applicable corresponding quantity upon: (a) the \n     initial date of NSP's internal use of a Navigator or any Update and (b) the\n     date that an End User first becomes a Registered User.\n\n4.2  Payment and Taxes. All payments shall be made in United States dollars \n     at Netscape's\/NAA's address as indicated in this Agreement or at \n     such other address as Netscape\/NAA may from time to time indicate by \n     proper notice hereunder or by wire transfer to a bank and account number \n     designated by Netscape\/NAA. All fees are exclusive of all taxes, duties \n     or levies, however designated or computed. NSP shall be responsible for \n     and pay all taxes based upon the transfer, use or distribution of the \n     Navigator, or the \n\n                                     - 7 -\n\n\n\n     program storage media, or upon payments due under this Agreement \n     including, but not limited to, sales, use, or value-added taxes, duties, \n     withholding taxes and other assessments now or hereafter imposed on or \n     in connection with this Agreement or with any sublicense granted \n     hereunder, exclusive of taxes based upon Netscape's (or NAA's) net \n     income. In lieu thereof, NSP shall provide to Netscape\/NAA a tax or \n     other levy exemption certificate acceptable to the taxing or other \n     levying authority. If NSP is required by law to make any deduction or to \n     withhold from any sum payable to Netscape by NSP hereunder, NSP shall \n     effect such deduction or withholding, remit such amounts to the \n     appropriate taxing authorities and promptly furnish Netscape with tax \n     receipts evidencing the payments of such amounts. Any past due amount \n     shall bear interest at the rate of one percent (1%) per month or the \n     maximum rate allowed by applicable law, whichever is less, until paid in \n     full.\n\n4.3  Quarterly Point of Sale Reports. NSP shall maintain accurate \n     records of Registered Users, including the information (broken down by \n     month) required in the Quarterly Point of Sale Report attached hereto as \n     Attachment B, and any further information as Netscape\/NAA may from time \n     to time reasonably request. Irrespective of the Effective Date, NSP \n     shall submit Quarterly Point of Sale Reports electronically in ASCII tab \n     or comma delimited fields format to Netscape\/NAA on March 10, June 10, \n     September 10 and December 10 of each year for the quarters December \n     through February, March through May, June through August, and September \n     through November, respectively.\n\n4.4  Audit of Records. NSP shall maintain, and shall require its Distributors \n     to maintain, accurate records containing the information (broken down by \n     month) required in the Quarterly Point of Sale Report attached hereto as \n     Attachment B, all data reasonably required for verification of NSP's and \n     each Distributor's compliance with the terms of this Agreement, amounts \n     to be paid, the quantity of Navigators and\/or Updates distributed by NSP \n     and each Distributor and the number of Registered Users. Netscape and \n     NAA each shall have the right, during normal business hours upon at \n     least five (5) business days prior notice, to direct its auditors to \n     audit and analyze the relevant records of NSP and its Distributors to \n     verify compliance with the provisions of this Agreement. The audit shall \n     be conducted at Netscape's (or NAA's) expense unless there is inadequate \n     record keeping or the results of such audit establish that \n     inaccuracies in the Quarterly Point of Sale Reports have resulted in \n     underpayment to Netscape\/NAA of more than five percent (5%) of the \n     amount actually due in any quarter, in which case NSP shall pay any \n     additional license fees resulting from the audit and bear the expenses \n     of the audit.\n\nSECTION 5.   DELIVERABLES\n\n5.1  Deliverables. Netscape\/NAA shall provide NSP with one (1) gold master of \n     the release of the Navigator as of the Effective Date in the platforms \n     described on Attachment C and the applicable Documentation as of the \n     Effective Date. If NSP has selected the Netscape Dial-Up Kit on the \n     Cover Sheet, NSP will also receive the Configuration Guide. All \n     deliveries under this Agreement shall be F.C.A. Netscape, Fremont, \n     California, U.S.A. or F.C.A. NAA origin, as applicable. \"F.C.A.\" means \n     Free Carrier Alongside and shall have the definition set forth in \n     INCOTERMS 1990.\n\nSECTION 6.   SUPPORT\n\n6.1  Front Line Support. NSP, and not Netscape\/NAA, will provide front-line \n     technical support to Active Users. NSP shall employ at least two (2) \n     fully trained full time support personnel and provide support five days \n     a week during local business hours. Such support includes call receipt, \n     entitlement verification, call screening, installation assistance, \n     problem identification and diagnosis, product defect determination, \n     efforts to create a repeatable demonstration of the Program Error and, \n     if applicable, the replacement of any defective media. NSP agrees that \n     any documentation or packaging distributed by NSP shall clearly and \n     conspicuously state that End Users shall call NSP for technical support \n     for the Navigator and shall not reference Netscape\/NAA in any manner \n     with respect to support. Netscape\/NAA will have no obligation to furnish \n     any assistance, information or documentation with respect to the \n     Navigator to any End User. If Netscape\/NAA customer support \n     representatives are being contacted by a significant number of End \n     Users, then, upon Netscape's\/NAA's request, NSP and Netscape (or NAA) \n     will cooperate to minimize such contact and, if NSP is not able to \n     minimize such contact to a level which is acceptable to Netscape in its \n     reasonable determination, NSP hereby agrees to pay Netscape or NAA the \n     then-current charges for such support.\n\n                                     - 8 -\n\n\n\n6.2  Other Support. In consideration of the License Fee set forth in \n     Attachment C, Netscape will provide NSP, during the term of this \n     Agreement, with Netscape's technical support services, as further \n     described in Attachment D.\n\n6.3  Updates. For the term of this Agreement, Netscape\/NAA will provide to \n     NSP Updates commercially released by Netscape in consideration of the \n     License Fee set forth in Attachment C. Within three (3) months after the \n     date that Netscape shall commercially release any Update, NSP shall \n     distribute to End Users only that version of the Navigator represented \n     by such Update.\n\nSECTION 7.   TRADEMARKS AND TRADE NAMES\n\n     NSP shall use, and is hereby granted a non-transferable, non-exclusive \n     and restricted license, during the term of this Agreement, to use in the \n     Territory the trademark \"Netscape Navigator Included\" in any \n     advertising, marketing, technical, packaging or other materials related \n     to the Navigator which are distributed by NSP in connection with this \n     Agreement in accordance with Netscape's then current trademark usage \n     guidelines to be provided and updated by Netscape from time to time (the \n     \"Guidelines\"). NSP shall be entitled to sublicense to Distributors the \n     right to use in the Territory, and shall require each Distributor to use \n     in the Territory, \"Netscape Navigator Included\" in any advertising, \n     marketing, technical, packaging or other materials related to the \n     Navigator which are distributed by such Distributor hereunder in \n     accordance with the Guidelines. Other than the use of \"Netscape \n     Navigator Included,\" neither NSP nor any Distributor shall use \n     \"Netscape\" or \"Netscape Navigator\" or \"Personal Edition\" in any \n     advertising, marketing collateral and\/or packaging relating to NSP's \n     Product. Neither NSP nor any Distributor need use Netscape's trademarks \n     and trade names in any country in which their connotation is offensive. \n     NSP will consult with Netscape as to the foreign translation of Netscape \n     trademarks and trade names so that Netscape can help ensure uniformity \n     with their use by Netscape or third parties. NSP and each Distributor \n     shall clearly indicate Netscape's ownership of such trademarks or trade \n     names. All such usage shall inure to Netscape's benefit. NSP agrees not \n     to register and agrees not to permit any Distributor to register any \n     Netscape trademarks or trade names without Netscape's express prior \n     written consent. Upon Netscape's\/NAA's request from time to time NSP \n     agrees to provide Netscape\/NAA with copies of goods bearing Netscape's \n     trademarks and trade names so that Netscape can verify that the quality \n     of NSP's and each Distributor's use of such trademarks is comparable to \n     that of Netscape's use thereof. NSP shall suspend and shall require each \n     Distributor to suspend use of Netscape trademarks and trade names if \n     such quality is reasonably deemed inferior by Netscape until NSP and any \n     such Distributor has taken such steps as Netscape may reasonably require \n     to solve the quality deficiencies.\n\n\nSECTION 8.   PROPRIETARY RIGHTS\n\n8.1  Proprietary Rights. Title to and ownership of all copies of the \n     Navigator and Documentation whether in machine-readable or printed form, \n     and including, without limitation, Derivative Works, compilations, or \n     collective works thereof and all related technical know-how and all \n     rights therein (including without limitation rights in patents, \n     copyrights, and trade secrets applicable thereto), are and shall remain \n     the exclusive property of Netscape and\/or its suppliers. NSP shall not \n     take any action to jeopardize, limit or interfere in any manner with \n     Netscape's ownership of and rights with respect to the Navigator and \n     Documentation. NSP shall have only those rights in or to the Navigator \n     and Documentation granted to it pursuant to this Agreement.\n\n8.2  Proprietary Notices\n\n     8.2.1  No Alteration of Notices. NSP and its employees and agents shall \n            not, and NSP shall not allow any Distributor to, remove or alter \n            any trademark, trade name, copyright, or other proprietary notices, \n            legends, symbols, or labels appearing on or in copies of the \n            Navigator and Documentation delivered to NSP by Netscape\/NAA and \n            NSP shall use and shall require each Distributor to use the same \n            notices, legends, symbols, or labels in and on copies of the \n            Navigator and Documentation made pursuant to this Agreement as are \n            contained in and on the master copy.\n\n     8.2.2  Notice. Each portion of the Navigator and Documentation reproduced \n            by NSP or any Distributor shall include the intellectual property \n            notice or notices appearing in or on the corresponding portion of \n            such materials as delivered by Netscape\/NAA hereunder. NSP shall \n            ensure that all\n\n                                     - 9 -\n\n\n\n\n\n\n          copies of the Navigator made by NSP or any Distributor pursuant to\n          this Agreement conspicuously display a notice substantially in the\n          following form:\n\n                    Copyright -C- 1994  Netscape Communications Corporation. All\n                    Rights Reserved.\n\n\n          If NSP is unsure of the appropriate year(s), it shall consult\n          Netscape\/NAA to obtain the correct designation.  Such notice shall be\n          on labels on all media containing the Navigator.  If the copyright\n          symbol \"-C-\" cannot technically be reproduced, NSP or any Distributor\n          shall use the word \"Copyright\" followed by the notation \"(c)\" in its\n          place.\n\n\nSECTION 9.     CONFIDENTIAL INFORMATION AND DISCLOSURE\n\n\n9.1  Confidential Information.  The parties agree that all disclosures of the\n     confidential and\/or proprietary information relating to this Agreement\n     shall be governed by the Nondisclosure Agreement identified on the Cover\n     Sheet.  If there is no Nondisclosure Agreement identified on the Cover\n     Sheet, then for purposes of this Agreement \"Confidential Information\" shall\n     mean Netscape information of a confidential and\/or proprietary nature\n     including, without limitation, computer programs, code, algorithms, names\n     and expertise of employees, and consultants, know-how, formulas, processes,\n     ideas, inventions (whether patentable or not), schematics and other\n     technical, business, financial and product development plans, forecasts,\n     strategies, and information of like nature.  NSP agrees to take all\n     reasonable precautions, but in no event less than due and reasonable care,\n     to prevent any unauthorized disclosure or use of Confidential Information\n     including, without limitations disclosing Confidential only to its\n     employees (a) with a need to know to further permitted uses of such\n     information hereunder and (b) who are parties appropriate agreements\n     sufficient to comply with this Section 9, and (c) who are informed of the\n     nondisclosure\/ non-use obligations imposed by this Section 9.  The\n     foregoing restrictions on disclosure and use shall survive for three (3)\n     years following any termination of this Agreement, but shall not apply\n     information which through no fault of NSP becomes publicly available.\n\n9.2  Confidentiality of Agreement. Unless required by law, and except to assert\n     its rights hereunder or for disclosures to its own employees or\n     distributors on a \"need to know\" basis, NSP agrees not to disclose the\n     terms of this Agreement or matters relating hereto without the prior\n     written consent of Netscape, which consent shall not be unreasonably\n     withheld.\n\n\nSECTION 10.    WARRANTIES\n\n10.1 Limited Warranty.  Subject to the limitations set forth in this Agreement,\n     Netscape warrants only to NSP that the Navigator when promptly adapted,\n     installed, and used will substantially conform to the functional\n     specifications set forth in the Documentation in effect when the Navigator\n     is shipped to NSP.  Netscape's warranty and obligation shall extend for a\n     period of ninety (90) days (\"Warranty Period\") from the date that Netscape\n     first delivers the Navigator to NSP.  All warranty claims not made in\n     writing or not received by Netscape\/NAA within the Warranty Period shall be\n     deemed waived.  Netscape's warranty and obligation is solely for the\n     benefit of NSP, who has no authority to extend this warranty to any other\n     person or entity.  NETSCAPE MAKES NO WARRANTY THAT ALL ERRORS OR FAILURES\n     WILL BE CORRECTED.\n\n10.2 EXCLUSIVE WARRANTY.  THE EXPRESS WARRANTY SET FORTH IN SECTION 10.1\n     CONSTITUTES THE ONLY WARRANTY MADE BY NETSCAPE.  NETSCAPE MAKES NO OTHER\n     REPRESENTATION, WARRANTY OR CONDITION, OF ANY KIND WHETHER EXPRESS OR\n     IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE\n     NAVIGATOR OR DOCUMENTATION.  NETSCAPE EXPRESSLY DISCLAIMS ALL WARRANTIES OR\n     CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR\n     PURPOSE.  NETSCAPE DOES NOT WARRANT THAT THE NAVIGATOR OR DOCUMENTATION IS\n     ERROR-FREE OR THAT OPERATION OF THE NAVIGATOR WILL BE SECURE OR\n     UNINTERRUPTED AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT\n     THEREOF, THE ABOVE LIMITATION SHALL APPLY TO THE EXTENT ALLOWED BY\n     APPLICABLE LAW.\n\n10.3 Defects Not Covered by Warranties.  Netscape shall have no obligations\n     under the warranty provisions set forth in Section 10.1 if any\n     nonconformance is caused by: (a) the incorporation, attachment or otherwise\n\n                                     - 10 -\n\n\n\n     engagement of any attachment, feature, program, or device, other than by\n     Netscape, to the Navigator, or any part thereof; or (b) accident;\n     transportation; neglect or misuse; alteration, modification or enhancement\n     of the Navigator other than by Netscape; failure to provide a suitable\n     installation environment; use of supplies or materials not meeting\n     specifications; use of the Navigator for other than the specific purpose\n     for which the Navigator is designed; use of the Navigator on any systems\n     other than the specified hardware platform for such Navigator; or NSP's use\n     of defective media or defective duplication of the Navigator; or NSP's\n     failure to incorporate any Update previously released by Netscape which\n     remedies such nonconformance.\n\n10.4 Exclusive Remedy.  If NSP finds what it believes to be errors in or a\n     failure of the Navigator that prevents that Navigator from substantially\n     conforming to the functional specifications set forth in the Documentation,\n     and provides Netscape\/NAA with a written report thereof during the Warranty\n     Period, Netscape\/NAA will use reasonable efforts to correct promptly, at no\n     charge to NSP, any such errors or failures.  This is NSP's sole and\n     exclusive remedy, and Netscape's sole obligation, for breach of any express\n     or implied warranties hereunder.\n\nSECTION 11.    INDEMNIFICATION\n\n11.1 Netscape shall defend any action brought against NSP to the extent it is\n     based on a claim that reproduction or distribution by NSP of the Navigator\n     furnished hereunder within the scope of a license granted hereunder\n     directly infringes any valid United States patent as of the Effective\n     Date, United States copyright, United States trademark or trade secret in\n     the United States.  Netscape will pay resulting costs, damages and legal\n     fees finally awarded against NSP in such action which are attributable to\n     such claim provided that NSP (a) promptly (within twenty (20) days)\n     notifies Netscape in writing of any such claim and Netscape has sole\n     control of the defense and all related settlement negotiations, and (b)\n     cooperates with Netscape, at Netscape's expense, in defending or settling\n     such claim.\n\n11.2 Should a Navigator become, or be likely to become in Netscape's opinion,\n     the subject of infringement of such copyright, patent, trademark or trade\n     secret, Netscape\/NAA may procure for NSP (i) the right to continue using\n     same or (ii) replace or modify it to make it non-infringing.  In the event\n     that Netscape shall determine that neither (i) nor (ii) above is\n     commercially reasonable, Netscape may terminate this Agreement upon thirty\n     (30) days prior written notice and refund to NSP the balance of any Prepaid\n     License Fees received by Netscape and not required to be applied against\n     payments due under this Agreement, if any.  Netscape shall have no\n     liability for any claim based upon: (a) use of other than an unaltered\n     version of the then current version of the Navigator or the version of the\n     Navigator in commercial release immediately prior to the last Update of the\n     Navigator, unless the infringing portion is also in the current, unaltered\n     release; (b) use, operation or combination of the Navigator with non-\n     Netscape programs, data, equipment or documentation if such infringement\n     would have been avoided but for such use, operation or combination; (c)\n     NSP's or its agent's activities after Netscape\/NAA has notified NSP that\n     Netscape believes such activities may result in such infringement; (d)\n     compliance with NSP design, specifications or instructions; (e) any\n     modification or marking of the Navigator not specifically authorized in\n     writing by Netscape; (f) NSP's use of any trademarks other than the\n     Netscape trademarks pursuant to Section 7; or (g) third party software. \n     The foregoing states the entire liability of Netscape\/NAA and the exclusive\n     remedy of NSP with respect to infringement of any intellectual property\n     rights whether under theory of warranty, indemnity or otherwise.\n\n11.3 General Indemnification by NSP.  NSP agrees to indemnify, hold harmless\n     and, at Netscape's request, defend Netscape\/NAA and their suppliers from\n     and against any and all claims, liabilities, losses, damages, expenses and\n     costs (including attorney's fees and costs) arising out of, in connection\n     with or relating to (i) NSP's failure to include in each Distributor\n     Agreement or End User License Agreement the contractual terms required to\n     be included therein pursuant to Section 3.2.2 or 3.2.3 or (ii) except to\n     the extent that Netscape is responsible for a claim under Section 1.11 and\n     11.2, NSP's or Distributors' use, distribution or reproduction of the\n     Navigator, Documentation and\/or NSP's Product, including, without\n     limitation, any claims, liabilities, losses, damages, expenses and costs\n     arising out of, in connection with or relating to defective reproduction of\n     or the use of defective media in the reproduction of Navigators, breach of\n     warranty or support obligations or infringement or misappropriation of\n     Netscape's intellectual property rights.\n\n                                     - 11 -\n\n\n\nSECTION 12.    LIMITATION OF LIABILITY\n\n     IN NO EVENT SHALL NETSCAPE OR ITS SUPPLIERS (INCLUDING NAA) BE LIABLE FOR\n     ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF\n     BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL OR  CONSEQUENTIAL DAMAGES OF\n     ANY KIND, EVEN IF NETSCAPE\/NAA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH\n     DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED\n     REMEDY, EXCEPT TO THE EXTENT PROVIDED IN SECTION 11, NEITHER NETSCAPE NOR\n     ITS SUPPLIERS (INCLUDING NAA) SHALL BE LIABLE FOR ANY CLAIM AGAINST NSP BY\n     ANY END USER OR THIRD PARTY.  IN NO EVENT WILL NETSCAPE OR ITS SUPPLIER\n     (INCLUDING NAA) BE LIABLE FOR (a) ANY REPRESENTATION OR WARRANTY MADE TO\n     ANY END USER OR OTHER THIRD PARTY BY NSP, ANY DISTRIBUTOR OR ANY OF THEIR\n     RESPECTIVE AGENTS; (b) FAILURE OF THE NAVIGATOR TO PERFORM EXCEPT AS, AND\n     TO THE EXTENT, OTHERWISE EXPRESSLY PROVIDED HEREIN; (c) FAILURE OF THE\n     NAVIGATOR TO PROVIDE SECURITY; (d) ANY USE OF THE NAVIGATOR OR THE\n     DOCUMENTATION; OR (e) THE RESULTS OR INFORMATION OBTAINED OR DECISIONS MADE\n     BY END USERS OF THE NAVIGATOR OR THE DOCUMENTATION.  THE REMEDIES PROVIDED\n     IN THIS AGREEMENT ARE NSP'S SOLE AND EXCLUSIVE WARRANTIES.  NOTWITHSTANDING\n     ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NETSCAPE'S (INCLUDING NAA'S)\n     ENTIRE LIABILITY TO NSP FOR DAMAGES CONCERNING PERFORMANCE OR\n     NONPERFORMANCE BY NETSCAPE (INCLUDING NAA) OR IN ANY WAY RELATED TO THE\n     SUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR\n     SUCH DAMAGES IS BASED IN CONTRACT OR IN TORT, SHALL NOT EXCEED THE AMOUNT\n     RECEIVED BY NETSCAPE (INCLUDING NAA) FROM NSP DURING TWELVE (12) MONTHS\n     PRIOR TO SUCH CLAIM.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR\n     LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION\n     OR EXCLUSION MAY NOT APPLY TO NSP.\n\nSECTION 13.    TERM OF AGREEMENT\n\n     Unless sooner terminated under the provisions of Section 14, or otherwise\n     rightfully terminated; (a) this Agreement shall remain in effect until\n     December 31, 1997; and (b) thereafter, it shall automatically renew for\n     successive one (1) year terms.  After the initial term of this Agreement,\n     either party may terminate this Agreement for convenience upon at least one\n     hundred twenty (120) days prior written notice.\n\nSECTION 14.    DEFAULT AND TERMINATION\n\n14.1 Termination for Default.  If either party defaults in any of its\n     obligations under this Agreement, the non-defaulting party, at its option\n     shall have the right to terminate this Agreement by written notice unless\n     within thirty (30) calendar days after written notice of such default, the\n     defaulting party remedies the default, or, in the case of a default which\n     cannot with due diligence be cured within a period of thirty (30) calendar\n     days, the defaulting party institutes within the thirty (30) calendar days\n     steps necessary to remedy the default and thereafter diligently prosecutes\n     the same to completion.  This Agreement may be terminated immediately by\n     Netscape or NAA in the event of any breach of Sections 2.1 or 9 hereof.\n\n14.2 Bankruptcy.  Either party shall have the right to terminate this Agreement\n     if the other party ceases to do business in the normal course, becomes or\n     is declared insolvent or bankrupt, is the subject of any proceeding\n     relating to its liquidation or insolvency which is not dismissed within\n     ninety (90) calendar days, or makes an assignment for the benefit of its\n     creditors.\n\n14.3 Effect on Rights\n\n     14.3.1    Termination of this Agreement by either party shall not act as a\n               waiver of any breach of this Agreement and shall not act as a\n               release of either party from any liability for breach of such\n               party's obligations under this Agreement.\n\n\n                                     - 12 -\n\n\n\n       14.3.2  Except as specified in Sections 14.4 and 14.5 below, upon\n               termination or expiration of this Agreement, all licenses for the\n               Navigator and Documentation granted under this Agreement shall\n               terminate; provided, however, that for a period of one hundred\n               eighty (180) days from termination of this Agreement following\n               notice of termination by Netscape pursuant to Section 13, NSP\n               shall be entitled to distribute, pursuant to the terms of this\n               Agreement, any copies of the Navigator reproduced on tangible\n               media by NSP or its Distributors as of the date Netscape provided\n               notice of termination to NSP.\n\n       14.3.3  Except where otherwise specified, the rights and remedies granted\n               to a party under this Agreement are cumulative and in addition\n               to, and not in lieu of, any other rights or remedies which the\n               party may possess at law or in equity, including without\n               limitation rights or remedies under applicable patent, copyright,\n               trade secrets, or proprietary rights laws, rules or regulations.\n\n14.4   Return or Destruction of Navigator.  Within thirty (30) calendar days\n       after termination of this Agreement, NSP shall either deliver to\n       Netscape\/NAA or destroy all copies of the Navigator and Documentation\n       (except as provided in Section 14.5) and any other materials provided by\n       Netscape\/NAA to NSP hereunder in its possession or under its control, and\n       shall furnish to Netscape\/NAA an affidavit signed by an officer of NSP\n       certifying that, to the best of its knowledge, such delivery or\n       destruction has been fully effected.  For purposes of this Section 14.4,\n       copies of the Navigator, Documentation and other materials in the\n       possession or under the control of a Distributor shall be deemed to be\n       under the control of NSP.  Notwithstanding the foregoing, in the event\n       that this Agreement is terminated for any reason other than by Netscape\n       pursuant to Section 14.1 and provided NSP fulfills its obligations\n       specified in this Agreement with respect to such items, NSP may continue\n       to use and retain copies of the Navigator and Documentation to the\n       extent, but only to the extent, necessary to support Navigators\n       rightfully distributed to End Users by NSP, directly or indirectly\n       through Distributors, prior to termination of this Agreement.\n\n14.5   Continuing Obligations\n\n       14.5.1  Payment of Accrued Fees.  Within thirty (30) calendar days of\n               termination of this Agreement, NSP shall pay to Netscape\/NAA all\n               sums then due and owing.  Any other such sums shall subsequently\n               be promptly paid as they become due and owing.\n\n       14.5.2  Continuance of Sublicenses.  Notwithstanding the termination of\n               this Agreement, all Registered User sublicenses which have been\n               properly granted by NSP or any Distributor pursuant to this\n               Agreement prior to its termination shall survive.\n\n       14.5.3  Other Continuing Obligations.  Any termination of this Agreement\n               will be without prejudice to any other rights or remedies of the\n               parties under this Agreement or at law or in equity and will not\n               affect any accrued rights or liabilities of either party at the\n               date of termination, and the following sections of this Agreement\n               shall survive any expiration or termination of this Agreement: \n               Sections 2.1.3, 3.3, 4, 8, 9, 10.2, 10.3, 10.4, 11, 12, 14 and\n               15.\n\nSECTION 15.    GENERAL PROVISIONS\n\n15.1   Notices.  Any notice, request, demand, or other communication required or\n       permitted hereunder shall be in writing and shall be deemed to be\n       properly given upon the earlier of (a) actual receipt by the addressee or\n       (b) five (5) business days after deposit in the mail, postage prepaid,\n       when mailed by registered or certified airmail, return receipt requested,\n       or two (2) business days after being sent via private industry courier to\n       the respective parties at the addresses set forth in the Cover Sheet or\n       to such other person or address as the parties may from time to time\n       designate in a writing delivered pursuant to this Section 15.1.  Notices\n       to Netscape shall be to the attention of: Legal Department.\n\n15.2   Waiver and Amendment.  The waiver by either party of a breach of or a\n       default under any provision of this Agreement, shall not be construed as\n       a waiver of any subsequent breach of the same or any other provision of\n       the Agreement, nor shall any delay or omission on the part of either\n       party to exercise or avail itself of any right or remedy that it has or\n       may have hereunder operate as a waiver of any right or remedy.  No\n       amendment or modification of any provision of this Agreement shall be\n       effective unless in writing and signed by a duly authorized signatory of\n       Netscape and NSP.\n\n                                     - 13 -\n\n\n\n15.3   Assignment.  This Agreement and the licenses granted hereunder are to a\n       specific legal entity or legal person, not including corporate\n       subsidiaries or affiliates of NSP, and are not assignable by NSP (except\n       to a Delaware corporation into which NSP is merged for the purpose of\n       reincorporating NSP in the state of Delaware), nor are the obligations\n       imposed on NSP delegable.  Any attempt to sublicense (except as expressly\n       permitted herein) assign or transfer any of the rights, duties or\n       obligations under this Agreement in derogation hereof shall be null and\n       void.\n\n15.4   Governing Law.  This Agreement is entered into in the State of\n       California, U.S.A., and shall be governed by and construed in accordance\n       with the laws of the State of California, U.S.A., without reference to\n       its conflicts of law provisions.  Any dispute regarding this Agreement\n       shall be subject to the exclusive jurisdiction of the California state\n       courts in and for Santa Clara County, California, U.S.A. (or, if there is\n       exclusive federal jurisdiction, the United States District Court for the\n       Northern District of California), and the parties agree to submit to the\n       personal and exclusive jurisdiction and venue of these courts.  This\n       Agreement will not be governed by the United Nations Convention of\n       Contracts for the International Sale of Goods, the application of which\n       is hereby expressly excluded.\n\n15.5   Relationship of the Parties.  No agency, partnership, joint venture, or\n       employment is created as a result of this Agreement and neither NSP nor\n       its agents have any authority of any kind to bind Netscape or NAA in any\n       respect whatsoever.  Notwithstanding NAA's designation, however, NSP\n       acknowledges that NAA is not authorized to bind Netscape or waive any\n       conditions of this Agreement without Netscape's express written consent.\n\n15.6   Captions and Section Heading.  The captions and section and paragraph\n       headings used in this Agreement are inserted for convenience only and\n       shall not affect the meaning or interpretation of this Agreement.\n\n15.7   Severability.  If the application of any provision or provisions of this\n       Agreement to any particular facts of circumstances shall be held to be\n       invalid or unenforceable by any court of competent jurisdiction, then (a)\n       the validity and enforceability of such provision or provisions as\n       applied to any other particular facts or circumstances and the validity\n       of other provisions of this Agreement shall not in any way be affected or\n       impaired thereby and (b) such provision or provisions shall be reformed\n       without further action by the parties hereto to and only to the extent\n       necessary to make such provision or provisions valid and enforceable when\n       applied to such particular facts and circumstances.\n\n15.8   Force Majeure.  Either party shall be excused from any delay or failure\n       in performance hereunder, except the payment of monies by NSP to\n       Netscape\/NAA, caused by reason of any occurrence or contingency beyond\n       its reasonable control, including but not limited to, acts of God,\n       earthquake, labor disputes and strikes, riots, war, novelty of product\n       manufacture or other unanticipated product development problems, and\n       governmental requirements.  The obligations and rights of the party so\n       excused shall be extended on a day-to-day basis for the period of time\n       equal to that of the underlying cause of the delay.\n\n15.9   Entire Agreement.  This Agreement, including the Attachments hereto and\n       any Nondisclosure Agreement referenced on the Cover Sheet, constitutes\n       the entire agreement between the parties concerning the subject matter\n       hereof and supersedes all proposals or prior agreements whether oral or\n       written, and all communications between the parties relating to the\n       subject matter of this Agreement and all past courses of dealing or\n       industry custom.  The terms and conditions of this Agreement shall\n       prevail, notwithstanding any variance with any purchase order or other\n       written instrument submitted by NSP, whether formally rejected by\n       Netscape\/NAA.\n\n15.10  English.  This Agreement is in the English language only, which language\n       shall be controlling in all respects, and all versions hereof in any\n       other language shall not be binding on the parties hereto.  All\n       communications and notices to be made or given pursuant to this Agreement\n       shall be in the English language.\n\n15.11  France.  If the Territory includes France, NSP acknowledges that under\n       French law as of the Effective Date, the importation, distribution and\/or\n       use in France of certain Netscape products may not be permitted, and NSP\n       is not relying upon any such importation, distribution or use in entering\n       into this Agreement or in fulfillment of its obligations herein.\n\n                                      -14-\n\n\n\n15.12  Customer Reference.  NSP agrees that Netscape shall have the right to use\n       NSP's name as a customer reference provided that any Netscape press\n       release concerning NSP other than as a customer reference shall be\n       reviewed by NSP prior to its release.\n\nAUTHORIZED SIGNATURES  In order to bind the parties to this Agreement, their\nduly authorized representatives have executed the Cover Sheet to this Agreement.\n\nSHIP TO ADDRESS FOR DELIVERABLES:                 BILL TO ADDRESS\n\n___________________________________     ___________________________________\n\n___________________________________     ___________________________________\n\n___________________________________     ___________________________________\n\nAttention:_________________________     Attention:_________________________\n\nTelephone:_________________________     Telephone:_________________________\n\n                                        Fax:_______________________________\n\nNetscape or NAA Sales Rep: Gail Kulick\n                           ---------------\nTelephone No.:             415.937.4478\n                           ---------------\n\n\n                                      -15-\n\n\n\n                                  ATTACHMENT A\n\nBY CLICKING ON THE \"ACCEPT BUTTON, USING THE INTERNET OR CORPORATE (\"INTRANET\")\nACCESS OFFERED BY LICENSOR, OR OPENING THE PACKAGE, YOU ARE CONSENTING TO BE\nBOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS\nAGREEMENT, CLICK THE \"DO NOT ACCEPT\" BUTTON AND THE INSTALLATION PROCESS WILL\nNOT CONTINUE.  DO NOT USE THE INTERNET OR INTRANET ACCESS OFFERED BY LICENSOR,\nOR RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND.\n\nTHE SOFTWARE AND DOCUMENTATION ARE PROVIDED FOR USE ONLY (I) WITH THE INTERNET\nACCESS OR INTRANET ACCESS SERVICE INITIALLY OFFERED BY LICENSOR IN CONJUNCTION\nWITH THE DISTRIBUTION OF THE SOFTWARE AND DOCUMENTATION AND (II) IN ACCORDANCE\nWITH THE TERMS OF THIS AGREEMENT.  NO RIGHT OR LICENSE IS GRANTED TO USE THE\nSOFTWARE OR DOCUMENTATION WITH ANY OTHER INTERNET OR INTRANET ACCESS.\n\n                           END USER LICENSE AGREEMENT\n                          REDISTRIBUTION NOT PERMITTED\n\nGRANT.  _______________________(\"Licensor\") hereby grants to you a non-exclusive\nlicense to use its accompanying software product (\"Software\") and accompanying\ndocumentation (\"Documentation\") on the following terms:\n\nYou may:\n\n     *    use the Software only with the Internet service initially offered by\n          Licensor in conjunction with the distribution of the Software and\n          Documentation (\"Licensor's Internet Services\") which it is bundled;\n     *    use the Software on my single computer;\n     *    use the Software on a second computer so long as the first and second\n          computers are not used simultaneously; or\n     *    copy the Software for archival purposes, provided any copy must\n          contain all of the original Software's proprietary notices.\n\nYou may not:\n\n     *    use the Software or Documentation in conjunction with any Internet\n          access or other network service, other than Licensor's Internet\n          Services;\n     *    permit other individuals to use the Software except under the terms\n          listed above; modify translate, reverse engineer, decompile,\n          disassemble (except to the extent applicable laws specifically\n          prohibit such restriction), or create derivative works based on the\n          Software or Documentation;\n     *    copy the Software or Documentation (except for back-up purposes);\n     *    rent, lease, transfer or otherwise transfer rights to the Software\n          or Documentation; or\n     *    remove any proprietary notices or labels on the Software or\n          Documentation.\n\nSOFTWARE.  If you receive your first copy of the Software electronically, and a\nsecond copy on media, the second copy may be used for archival purposes only. \nThis license does not grant you any right to any enhancement or update.\n\nTITLE.  Title, ownership rights, and intellectual property rights in and to the\nSoftware and Documentation shall remain in Licensor and\/or its suppliers.  The\nSoftware is protected by the copyright laws of the United States and\nInternational copyright treaties.  Title, ownership rights, and intellectual\nproperty rights in and to the content accessed through the Software is the\nproperty of the applicable content owner and may be protected by applicable\ncopyright or other law.  This License gives you no rights to such content.\n\nLIMITED WARRANTY.  Licensor warrants that for a period of ninety (90) days from\nthe date of acquisition, the Software, if operated as directed, will\nsubstantially achieve the functionality described in the Documentation. \nLicensor does not Warrant, however, that your use of the Software will be\nuninterrupted or that the operation of the Software will be error-free or secure\nand hereby disclaims any and all liability on account thereof.  In addition, the\nsecurity mechanism implemented by the Software has inherent limitations, and you\nmust determine that the Software sufficiently meets your requirements.  Licensor\nalso warrants that the media containing the Software, if provided by\nLicensor, is free from defects in material and workmanship and will so remain\nfor ninety (90) days from the date you acquired the Software.  Licensor's sole\nliability for any breach of this warranty shall be, in Licensor's sole\ndiscretion: (i) to replace your defective media; or (ii) to advise you how to\nachieve substantially the\n\n                                      -16-\n\n\n\nsame functionality with the Software as described in the Documentation \nthrough a procedure different from that set forth in the Documentation; or \n(iii) if the above remedies are impracticable, to refund the license fee you \npaid for the Software. Repaired, corrected, or replaced Software and \nDocumentation shall be covered by this limited warranty for the period \nremaining under the warranty that covered the original Software, or if \nlonger, for thirty (30) days after the date (a) of shipment to you of the \nrepaired or replaced Software, or (b) Licensor advised you how to operate the \nSoftware so as to achieve the functionality described in the Documentation. \nOnly if you inform Licensor of your problem with the Software during the \napplicable warranty period and provide evidence of the date you acquired the \nSoftware will Licensor be obligated to honor this warranty. Licensor will use \nreasonable commercial efforts to repair, replace, advise or refund pursuant \nto the foregoing warranty within 30 days of being so notified.\n\nTHIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY OR CONDITION MADE BY \nLICENSOR. LICENSOR MAKES NO OTHER EXPRESS WARRANTY OR CONDITION AND THERE IS \nNO WARRANTY OR CONDITION OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. THE \nDURATION OF IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, \nWARRANTIES OR CONDITIONS OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR \nPURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; SOME STATES DO NOT \nALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY \nNOT APPLY TO YOU. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO \nMAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. NO \nWARRANTY IS MADE BY OR ON BEHALF OF ANY SUPPLIER OF LICENSOR. If any \nmodifications are made to the Software by you during the warranty period; if \nthe media is subjected to accident, abuse, or improper use; or if you violate \nthe terms of this Agreement, then this warranty shall immediately be \nterminated. This warranty shall not apply if the Software is used on or in \nconjunction with hardware or Software other than the unmodified version of \nhardware and Software with which the Software was designed to be used as \ndescribed in the Documentation.\n\nTHIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL \nRIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.\n\nLIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, \nTORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE \nLIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR \nCONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES \nFOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY \nAND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF \nLICENSOR'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN\nIF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR \nFOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT \nAPPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW \nPROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE \nEXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS \nLIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.\n\nTERMINATION. This license will terminate automatically if you fail to comply \nwith the limitations described above. On termination, you must destroy all \ncopies of the Software and Documentation.\n\nEXPORT CONTROLS. None of the Software or underlying information or technology \nmay be downloaded or otherwise exported or reexported (i) into (or to a \nnational or resident of) Cuba, Iraq, Libya, North Korea, Yugoslavia, Iran, \nSyria or any other country to which the U.S. has embargoed goods; or (ii) to \nanyone on the U.S. treasury Department's list of Specially Designated \nNationals or the U.S. Commerce Department's Table of Denial Orders. By \ndownloading or using the Software, you are agreeing to the foregoing and you \nare representing and warranting that you are not located in, under the \ncontrol of, or a national or resident of any such country or on any such list.\n\nIn addition, if the licensed Software is identified as a not-for-export \nproduct (for example, on the box, media or in the installation process), then \nthe following applies: EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY \nCANADIAN CITIZENS, THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE \nEXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR \"FOREIGN \nPERSON\" AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT \nLIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT \nRESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE \nAGREEING TO THE FOREGOING AND YOU ARE WARRANTING THAT YOU ARE NOT A \"FOREIGN \nPERSON\" OR UNDER THE CONTROL OF A FOREIGN PERSON.\n\n\n                                    -17-\n\n\n\n\nMISCELLANEOUS. This Agreement represents the complete agreement concerning \nthis license between the parties and supersedes all prior agreements and \nrepresentations between them. It may be amended only by a writing executed by \nboth parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY \nMADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE \nCONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held \nto be unenforceable for any reason, such provision shall be reformed only to \nthe extent necessary to make it enforceable. This Agreement shall be governed \nby and construed under California law as such law applies to agreements \nbetween California residents entered into and to be performed within \nCalifornia, except as governed by Federal law. The application of the United \nNations Convention of Contracts for the International Sale of Goods is \nexpressly excluded.\n\nThird Party Beneficiary. Licensor and you each agree that Netscape \nCommunications Corporation shall, as an intended third party beneficiary of \nthis Agreement, have the right to rely upon and directly enforce the terms \nset forth herein.\n\nU.S. GOVERNMENT RESTRICTED RIGHTS: Use, duplication or disclosure by the \nGovernment is subject to restrictions set forth in subparagraphs (a) through \n(d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when \napplicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and \nComputer Software clause at DFARS 252.227-7013, or at 252.211-7015, and in \nsimilar clauses in the NASA FAR Supplement. Contractor\/manufacturer is \nNetscape Communications Corporation, 501 East Middlefield Road, Mountain \nView, CA 94043.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                         -18-\n\n\n\n\n                                 ATTACHMENT B\n                        QUARTERLY POINT OF SALE REPORT\n\n\n\nNetwork Service Provider Name and address:      EarthLink Network, Inc.\n                                                3100 New York Drive, Suite 201\n                                                Pasadena, California 91107\n\n\nPOS Report Contact Name:                        _______________________________\nPOS Report Contact Phone:                       _______________________________\nPOS Report Contact e:mail                       _______________________________\n\n\nReport for (check one):\n\n_____December through February (due March 10)\n\n_____March through May (due June 10)\n\n_____June through August (due September 10)\n\n_____September through November (due December 10)\n\n\n\n\n\n\n                                                                         Number of\n                                                                         Navigators\n                                                        Number of      Initially used\n                                                      New Registered    internally by\n  Month\/Year       Navigator Product    Price\/Unit      Users\/Month       NSP\/Month\n  ----------       -----------------    ----------    --------------   --------------\n                                                           \n\n[First Month]      _________________    ___________   ______________    ______________\n\n\n[Second Month]     _________________    ___________   ______________    ______________\n\n\n[Third Month]      _________________    ___________   ______________    ______________\n\n\n\n\n        NEW REGISTERED USERS DURING THREE MONTH PERIOD OF THIS REPORT\n        -------------------------------------------------------------\n\n\n            Name             Address              Navigator Product\n            ----             -------              -----------------\n\n\n\n\n\n\n                                     -19-\n\n\n\n                                 ATTACHMENT C\n                     NAVIGATOR PRICING AND CUSTOMIZATION\n\n\n1.   PRICING\n\n\n                                                 License Fee Per Copy\n                                                 --------------------\n\n\nNetscape Navigator Dial-Up Kit                          $*******\n(Windows 95\/NT and Macintosh\nplatforms)\n\n\nNetscape Navigator Gold\n(Windows 95\/NT and Macintosh                            $*******\nplatforms)\n\n2.  CUSTOMIZATION. In consideration of a fee of $2,000 due and payable on the \nEffective Date, Netscape will provide to NSP (i) a beta version of the \nEnterprise Kit within thirty (30) days of receipt of the fee and (ii) upon \nits general commercial release, the commercially released version of the \nEnterprise Kit, both of which are to be used by NSP or a Distributor approved \nin advance by Netscape, whose approval will not be unreasonably withheld, for \ncustomization of the Netscape Dial Up Kit to be distributed by NSP or a \nDistributor, as applicable. NSP and its Distributors will be responsible for \nall necessary customization of the Netscape Dial Up Kit.\n\n    * THE TEXT NOTED BY ASTERISKS HAS BEEN REDACTED IN CONNECTION\n      WITH A REQUEST TO THE SECURITIES AND EXCHANGE COMMISSION FOR\n      CONFIDENTIAL TREATMENT OF SUCH TEXT.\n\n\n\n\n\n\n\n\n\n\n\n\n                                        -20-\n\n\n\n\n                                 ATTACHMENT D\n\n                               TECHNICAL SUPPORT\n\nTECHNICAL SUPPORT. In consideration of the License Fee set forth in \nAttachment C, Netscape will provide NSP, during the period for which support \nfees have been paid to Netscape, with Netscape's back-end technical support \nservices, as further described herein.\n\n      BACK-END SUPPORT. Netscape will provide back-end support to NSP for \nProgram Errors not resolved by NSP pursuant to NSP's support policies and in \naccordance with the provisions below. This support includes efforts to \nidentify defective source code and to provide corrections, workarounds and\/or \npatches to correct Program Errors. Netscape will provide NSP with a telephone \nnumber and an e-mail address which NSP may use to report Program Errors \nduring Netscape's local California business hours (5am - 5pm Pacific Standard \nTime). For priority 1 or 2 failures, NSP agrees to notify Netscape via both \ntelephone and e-mail. NSP will identify one (1) member of its customer \nsupport staff and an alternate to act as the primary technical liaisons \nresponsible for all communications with Netscape's technical support \nrepresentatives. Such liaisons will have sufficient technical expertise, \ntraining and\/or experience for NSP to perform its obligations hereunder. \nWithin one (1) week after the Effective Date, NSP will designate its \nliaison(s). Notification will be in writing and\/or e-mail to Netscape. NSP \nmay substitute contacts at any time by providing to Netscape one (1) week's \nprior written and\/or electronic notice thereof.\n\n     Netscape will make reasonable efforts to correct significant Program \nErrors that NSP identifies, classifies and reports to Netscape and that \nNetscape substantiates. Netscape may reclassify Program Errors if it \nreasonably believes that NSP's classification is incorrect, NSP will provide \nsufficient information to enable Netscape to duplicate the Program Error \nbefore Netscape's response obligations will commence. Netscape will not be \nrequired to correct any Program Error caused by (a) NSP's incorporation or \nattachment of a feature, program, or device, other than by Netscape, to the \nNavigator, or any part thereof: (b) accident, transportation, neglect, \nmisuse, alteration, modification, or enhancement of the Navigator other than \nby Netscape; (c) the failure to provide a suitable installation environment; \n(d) use of the Navigator for other than the specific purpose for which \nthe Navigator are designed; (e) use of the Navigator on any systems other \nthan the specified hardware platform for such Navigator; (f) NSP's use of \ndefective media (other than defective media provided by Netscape to NSP) or \ndefective duplication of the Navigator; or (g) NSP's failure to incorporate \nany Minor Update previously released by Netscape which corrects such Program \nError.\n\n     Provided Program Error reports are received by Netscape during \nNetscape's local California business hours (5am - 5pm Pacific Standard Time), \nNetscape will use its best commercial efforts to communicate with NSP about \nthe Program Error via telephone or e-mail within the following targeted \nresponse times:\n\n\n\n- -------------------------------------------------------------------------------------------------\n Priority                   Failure Description                      Response Time\n- -------------------------------------------------------------------------------------------------\n                                                           \n   1.      Fatal (no useful work can be done)                    10 working hours\n- -------------------------------------------------------------------------------------------------\n   2.      Severe Impact (functionally disable): errors          1 working day\n           which result in a lack of application functionality\n           or cause intermittent system failure\n- -------------------------------------------------------------------------------------------------\n    3.     Degraded Operations: errors causing malfunction        3 working days\n           of non-critical functions\n- -------------------------------------------------------------------------------------------------\n    4.     Minimal Impact: attributes and\/or options to           Future release, on business\n           utility programs do not operate as stated              justifiable basis\n- -------------------------------------------------------------------------------------------------\n    5.     Enhancement Request                                    When applicable\n- -------------------------------------------------------------------------------------------------\n\n\n\n     Netscape will use reasonable commercial efforts to resolve each \nsignificant Program Error by providing either a reasonable workaround, an \nobject code patch, or a specific action plan for how Netscape will address \nthe problem and an estimate of how long it will take to rectify the defect. \nNetscape reserves the right to charge NSP additional fees at its then-standard\nrates for services performed in connection with reported Program Errors which \nare later determined to have been due to hardware or software not supplied by \nNetscape. Notwithstanding the foregoing, Netscape has no obligation to \nperform services in connection with (i) Program Errors resulting from \nhardware or software not supplied by Netscape; or (ii) which occur in the \nNetscape Product release which is not the then-current release or the \ncommercial release existing immediately before the most recent Update.\n\n\n\n                                      -21-\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7397,8328],"corporate_contracts_industries":[9510,9513],"corporate_contracts_types":[9613,9619],"class_list":["post-42383","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-earthlink-inc","corporate_contracts_companies-netscape-communications-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42383","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=42383"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42383"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42383"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42383"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}