{"id":42387,"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-sign-up-referral-and-microsoft-internet-explorer-license.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"internet-sign-up-referral-and-microsoft-internet-explorer-license","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/internet-sign-up-referral-and-microsoft-internet-explorer-license.html","title":{"rendered":"Internet-Sign Up Referral and Microsoft Internet Explorer License and Distribution Agreement &#8211; Microsoft Corp. and EarthLink Network Inc."},"content":{"rendered":"<pre>\n          INTERNET-SIGN UP WIZARD REFERRAL AND MICROSOFT INTERNET\n               EXPLORER LICENSE AND DISTRIBUTION AGREEMENT\n\n     This Internet-Sign Up Referral and Microsoft Internet Explorer License \nand Distribution Agreement ('Agreement') is made and entered into this 16th \nday of August, 1996 ('Effective Date'), by and between MICROSOFT CORPORATION, \na Washington corporation, One Microsoft Way, Redmond, WA 98052-6399 ('MS'), \nand Earthlink Network, Inc., a Delaware corporation, including its majority \nowned subsidiaries and affiliates (collectively, 'COMPANY').\n\n                               INTRODUCTION\n\n     This Agreement includes two distinct business arrangements.\n\n     Under the first arrangements, MS plans to develop and distribute an \n'Internet Connection Wizard' as a means of promoting internet access services \nfor various Internet access service providers, including COMPANY, and of \nacquiring subscribers for such access services.  COMPANY will pay MS a \nreferral fee for each subscriber acquired by means of the Internet Connection \nWizard.\n\n     Under the second arrangement, COMPANY may distribute, on a royalty-free \nbasis, a customized version of Microsoft Internet Explorer to subscribers \nor potential subscribers of its Internet access services.\n\n     In consideration of the mutual promises and covenants contained herein, \nthe parties agree as follows:\n\n1.  DEFINITIONS. The following terms, whenever initially capitalized, shall \nhave the following meanings for purposes of this Agreement:\n\n    1.1  'Access' shall mean telecommunications facilities and services that \nenable a computer user to access and use Internet sites and content by means \nof a TCP\/IP connection.\n\n    1.2  'COMPANY Information' shall mean information regarding or relating to \nthe ISP Service such as order processing information, fees, service plans, \netc., and other information that is reasonably necessary to describe and \nsolicit orders of the ISP Service to the ISP Subscriber and\/or such other \ninformation that has been mutually agreed to by the parties.\n\n    1.3  'Comic Chat' shall mean the graphical Internet chat client in all \navailable language versions requested by COMPANY, and for all available \nplatforms.\n\n    1.4  'Criteria' shall mean the applicable Internet Explorer criteria as \ndefined in the Microsoft Internet Explorer Logo Qualification Criteria, \nattached to Exhibit G as Attachments 1 and 2, and such future versions as \nestablished by MS in its sole discretion.\n\n    1.5  'Guidelines' shall mean the guidelines for use of the Logo as \noutlined in the Microsoft Internet Explorer Logo Usage Guidelines which are \nattached hereto as Exhibit G and H and are an integral part of this Agreement.\n\n    1.6  'IEAK' shall mean the Internet Explorer Administration Kit, including \nany updates to the IEAK as may be provided by MS from time to time, which \ncontains a single copy of the Licensed Software in object code as well as a \nset of tools that enable COMPANY to perform limited customizations\n\n   \nLICENSE #7691-6250\n\n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n\n\n\nto the Licensed Software in order to facilitate the ISP Subscriber sign up \nprocess, and to automate the task of creating diskettes\/CD ROMs for \ndistribution. COMPANY shall use the IEAK in accordance with the instructions \nin the IEAK and the Logo Guidelines provided by MS.\n\n    1.7  'Internet Connection Wizard' shall mean an electronic referral \nmechanism to be developed by MS to promote the ISP services for various ISP \nservice providers, including COMPANY, and which ordering mechanism shall \nenable the end user to order ISP Service via a link to COMPANY's Sign-up \nServer or other method mutually agreed to by the parties. The Internet \nConnection Wizard shall prompt the ISP Subscriber to enter various Locator \nInformation. The Internet Connection Wizard shall be launched from an icon on \nthe 'desktop' of the English language version of Windows 95 designated as 'The \nInternet' or such other name designated by MS. MS may include the Internet \nConnection Wizard in other MS products as determined by MS. An overview of \nthe referral and ordering process is set forth in Exhibit Z.\n\n    1.8  'Internet Explorer' shall mean the (a) Microsoft Internet Explorer \n(Domestic English Language and such other foreign language versions requested \nby COMPANY and which MS has available) for the following platforms: Windows \n3.x (including Windows for Workgroups 3.x), Windows NT 3.x, Windows 95 and \nApple Macintosh; and (b) a customized version of Internet Explorer created \nthrough the use of the IEAK. Availability of various versions of Internet \nExplorer is summarized in Exhibit F.\n\n    1.9  'Internet Mail and News' shall mean the client for email and Internet \nnewsgroups in all available language versions requested by COMPANY, and for all \navailable platforms.\n\n    1.10 'Internet Product' shall mean any COMPANY product which provides \naccess to or information about the Internet. An Internet Product may not be a \npersonal computer. For purposes of this Agreement, 'ISP Service' (defined \nbelow) shall be a type of Internet Product.\n\n    1.11 'Internet Site' shall mean COMPANY's worldwide web site(s) which \nmeet the applicable Criteria.\n\n    1.12 'ISP Information' shall mean information regarding or relating to \ninternet access services (including the ISP Service) such as order processing \ninformation, fees, service plans, ETC., and other information that is \nreasonably necessary to describe and solicit orders of such internet access \nservices to the internet access service subscriber and\/or such other \ninformation that has been mutually agreed to by MS and an internet service \nprovided (including COMPANY).\n\n    1.13 'ISP Information Page' shall mean a HTML based page which includes \nISP Information, to be maintained by COMPANY and hosted on the MS Referral \nServer. The ISP Information Page shall be downloaded to the prospective ISP \nSubscriber as part of the ordering and referral process.\n\n    1.14 'ISP Phone Book(s)' shall mean a listing of names of ISPs and \nassociated telephone numbers and other ISP Information, including COMPANY \nInformation. ISP Phone Books may be unique to a given telephone area code \nand\/or geographic region. There may be one or more ISP Phone Books specific \nto a single telephone area code, geographic region or Service Area. The ISP \nPhone Book(s) shall be hosted on one or more Referral Server(s). MS shall \nsolely determine the placement, presentation and content of COMPANY \nInformation in the ISP Phone Book(s).\n\n    1.15 'ISP Referral Fee' shall mean an amount set forth in Exhibit D for \neach new ISP Subscriber. COMPANY shall receive a credit for each ISP \nSubscriber for which an ISP Referral Fee was previously paid, who cancels the \nISP Service account within ninety (90) days of initiation of the ISP Service.\n\n    1.16 'ISP Service' shall mean a COMPANY service, listed in Exhibit B, \nwhich provides an internet protocol (IP) access service to the Internet as \ncontemplated by this Agreement. The parties\n\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                       2\n\n\n\nacknowledge that COMPANY may provide access to the Internet via other \nInternet Product(s) not listed in Exhibit B.\n\n    1.17 'ISP Subscriber' shall mean any individual or legal entity who \nsubscribes to the ISP Service through or as a result of the Internet \nConnection Wizard.\n\n    1.18 'License Key' shall mean the 10-digital alpha numeric code provided \nby MS that enables COMPANY to use the customization features in the IEAK.\n\n    1.19 'Licensed Software' shall mean, collectively, Internet Explorer, \nNetMeeting, Internet Mail and News, and Comic Chat.\n\n    1.20 'Locator Information' shall mean an ISP Subscriber's name, email and \nconventional mailing addresses, telephone and facsimile numbers, credit card \nnumber, and any other data about such subscriber that enables the possessor of \nsuch information to personally identify the end user.\n\n    1.21 'Logo' shall mean the 'Microsoft-Registered Trademark- Internet\nExplorer' logo depicted in the Guidelines or such additional or replacement\nlogos as MS may provide from time to time under this Agreement.\n\n    1.22 'NetMeeting' shall mean Microsoft's realtime collaboration and \ncommunication software in all available language versions requested by \nCOMPANY, and for all available platforms.\n\n    1.23 'Referral Server' shall mean a server maintained by MS which shall \nprovide an ISP Subscriber with one or more ISP Phone Books, and which shall \nenable the ISP Subscriber to transmit ordering information, via the Internet \nConnection Wizard to the Sign-up Server.\n\n    1.24 'Service Area' shall mean the area in which COMPANY currently \nprovides or will provide Access, as of the Effective Date, as set forth in \nExhibit B.\n\n    1.25 'Sign-up Server' shall mean a server maintained by COMPANY which \nshall enable the ISP Subscriber to order ISP Service from COMPANY and shall \nfurther enable COMPANY to configure the ISP Subscriber's copy of the Licensed \nSoftware (hosted on the ISP Subscriber's computer), all via online \ntransmission. COMPANY shall use the Sign-up Server to configure the ISP \nSubscriber's copy of Licensed Software in accordance with the ISP Subscriber \nConfiguration Guidelines set forth in Exhibit E.\n\n2. LICENSE FOR DISTRIBUTION OF CUSTOMIZED VERSION OF MICROSOFT INTERNET\n   EXPLORER; LOGO LICENSE; AND LICENSE RESTRICTIONS\n\n   \n   2.1 MS grants to COMPANY a nonexclusive, limited worldwide, royalty-free \nlicense during the term of this Agreement to (a) customize Internet Explorer \nusing the IEAK solely in accordance with the instructions provided in the \nIEAK's 'Custom ISK Wizard'; and (b) reproduce and distribute (directly and \nindirectly) through COMPANY's distribution channel the Licensed Software \n(including Internet Explorer as may be customized by COMPANY) to potential \nend users of COMPANY's Internet Product(s). COMPANY acknowledges and agrees \nthat its use of the IEAK to customize Internet Explorer requires the rightful \nreceipt from MS of the License Key allocated to COMPANY. Except as provided \nin Exhibit E, Company may not ********* ** *** ************ **** ** ******** \n******** ******* ** *** *** ************ ********** in the course of \nCompany's configuration of the ISP Subscriber's copy of Licensed Software.\n    \n\n   2.2 COMPANY acknowledges and agrees that its use of the IEAK to customize \nInternet Explorer requires the rightful receipt from MS of the License Key \nallocated to COMPANY. COMPANY agrees that it shall use the IEAK solely in \naccordance with the instructions provided in the IEAK's Custom\n\n   \n* - Confidential portions of this exhibit have been omitted, marked with\n    asterisks (*) and filed separately with the Securities and Exchange\n    Commission pursuant to an application for confidential treatment.\n    \n                                       3\n\n\n\nISK Wizard that is available to COMPANY upon input of the allocated License \nKey and in accordance with the Logo Guidelines provided by MS.\n\n   2.3 If MS makes a new release (other than an 'Update' release which is \ndesignated by MS as a change in the hundredths digit ([x.x(x)]) of any \ncomponent of the Licensed Software available, then: (a) COMPANY may no longer \ndistribute the old version of the Licensed Software component, and may only \ndistribute such new release of the Licensed Software component with COMPANY's \nInternet Product, provided, however that Company may continue to distribute \nexisting inventory of Company's Internet Product containing a prior version \nof a Licensed Software component for a period of six (6) months following MS' \nrelease of a new release; and (b) COMPANY must formally notify its customers \non COMPANY's home page for its main public web site that an upgrade of the \nLicensed Software component is available at the download URL specified in the \nmost current version of the Internet Explorer Logo License Agreement located \non www.microsoft.com for Internet Explorer and at www.microsoft.com\/ie for \nother components of the Licensed Software. The text of the respective notices \nmust state: For Internet Explorer: 'Microsoft has made available a new \nversion of Internet Explorer. Click the Internet Explorer Logo to upgrade \nyour browser today.' and for other components: 'Microsoft has made available a\nnew version of (NetMeeting\/Internet Mail and News\/Comic Chat). Go to \nwww.microsoft.com\/ie to update you software today'. This notification will \nremain present on the COMPANY's main public web site until the earlier of \nCOMPANY's depletion of its outdated inventory, or until three (3) months \nfollowing the public availability of a new release.\n\n   2.4 Subject to and expressly conditioned upon compliance with the terms \nand conditions of this Agreement, MS hereby grants to COMPANY a worldwide, \nnonexclusive, non-assignable, nontransferable, royalty-free, right to use the \nLogo solely in conjunction with COMPANY's Internet Site(s) and\/or Internet \nProduct(s) and solely in the manner described in the Guidelines. COMPANY \nagrees and acknowledges: MS owns the Logo; use of the Logo will inure to the \nbenefit of MS; COMPANY will not adopt, use, or register any corporate name, \ntrade name, trademark, service mark, or certification mark, or other \ndesignation similar to, or containing in whole or in part, the Logo; \nCOMPANY's use of the Logo shall adhere to the Criteria.\n\n   2.5 COMPANY may not reverse engineer, decompile or disassemble the \nLicensed Software.\n\n   2.6 COMPANY shall only distribute NetMeeting in conjunction with Internet \nExplorer.\n\n   2.7 COMPANY may not permit further redistribution of the Licensed Software \nby ISP Subscribers and end user customers of COMPANY's other internet access \nservices, if applicable.\n\n   2.8 COMPANY shall maintain and not alter or remove any copyright, \ntrademark and other protective notices contained in the Licensed Software, \nincluding the end user license agreement ('EULA') which is included in the \nsetup installation of the Licensed Software. COMPANY shall also comply with \nMicrosoft's trademark guidelines with respect to the proper use of Microsoft \ntrademarks associated with the Licensed Software.\n\n   2.9 COMPANY shall require its distributors, dealers and others in its \ndistribution channels to comply with the relevant distribution terms of this \nAgreement, in particular with Section 2.\n\n   2.10 COMPANY shall not modify, alter or remove contents of the Licensed \nSoftware except as expressly provided in this Agreement.\n\n   2.11 All rights not expressly granted herein are reserved by MS.\n\n3. MICROSOFT OBLIGATIONS\n\n   MS shall perform the following:\n\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                       4\n\n\n   \n     3.1  DEVELOP INTERNET CONNECTION WIZARD AND ISP PHONE BOOK(S); \nMAINTAIN ISP PHONE BOOK(S). Provided that COMPANY complies with its \nobligations under this Agreement, MS shall include COMPANY's name, telephone \nnumber and other mutually agreed upon COMPANY Information in the applicable \nISP Phone Book(s). Notwithstanding anything to the contrary in this \nAgreement, MS may move COMPANY Information to another ISP Phone book or \nremove COMPANY Information from one or all ISP Phone books if (a) during any \ntwo calendar quarters COMPANY's shipments of Licensed Software (where \nInternet Explorer is distributed ** *** **** *** *******) falls below \n************ ******* ***** of total COMPANY shipments of all web browsers or \n(b) commencing two calendar quarters after MS first distributes an Internet \nConnection Wizard, during any single calendar quarter the number of new ISP \nSubscribers for such quarter compared to the number of new subscribers of \nother ISPs which appear in the same ISP Phone Book as COMPANY for such \nquarter, is such that COMPANY is in the ****** ****** ******* ***** of all \nISPs listed in the ISP Phone Book. By way of example, if there are *** *** \nISPs in an ISP Phone Book ***** *** ******* *** *** ****** ****** ** *** \n*********** ******** ** ***** **** ** *** *** ***** *****, then MS could move \nCOMPANY information to another ISP Phone Book or remove COMPANY information \nfrom one or all ISP Phone Books. For purposes of Section 3.1(a) browser \nshipment calculation shall exclude those copies of a web browser shipped by \n******** ******** ********** ****** ** ******* **     \n\n     3.2  DISTRIBUTION OF INTERNET CONNECTION WIZARD. Incorporate the \nInternet Connection Wizard into an icon on the 'desktop' of the English \nlanguage version of Windows 95 designated as 'The Internet' or such other \nname designated by MS.\n\n     3.3  REFERRAL SERVER. Develop and maintain Referral Server.\n\n     3.4  PROMOTION. Include information concerning the ISP Service in press \nreleases and marketing activities related to promotion of the Internet \nConnection Wizard.\n\n4.   COMPANY OBLIGATIONS\n     -------------------\n\n     COMPANY shall perform the duties described in Exhibit C.\n\n5.   PAYMENT AND REPORTING\n     ---------------------\n   \n     5.1  ADVANCE. In Consideration for MS including information regarding \nthe ISP Services in the ISP Phone Book, COMPANY shall distribute up to ****** \n****** of Microsoft Internet Explorer to its current customer base ** ******* \naccording to Exhibit D Section 4. Advance shall be ****** **** ******* ****** \n** *** ******** *** ******** ********* shipped to subscribers before 9\/30\/96. \nCOMPANY shall pay the Advance to MS on or before 9\/30\/96.\n    \n     5.2  ISP REFERRAL FEE. In consideration of each ISP Subscriber, COMPANY \nshall pay MS the ISP Referral Fee for each subscription for ISP Service \nordered by each ISP Subscriber.\n\n     5.3  REPORTING. Within forty five (45) days after the end of each \ncalendar quarter, COMPANY shall furnish MS a statement together with payment \nfor any amount shown thereby to be due to MS. The royalty statement shall be \nbased upon ISP Referral Fees for the quarter then ended, and shall be in the \nform of the sample report included on Exhibit D. Late payment(s), including \nreceipts for foreign taxes withheld, if applicable, shall bear interest at \nthe rate of one and one-half percent (1.5%) per month or the maximum rate \nallowable by applicable law, from the date such payment is due until the date \nit is actually paid. COMPANY's report shall include for each version of the \nLicensed Software, the number of copies of the Licensed Software licensed or \ndistributed by or for COMPANY during that calendar quarter, including \n'competitive upgrade' copies as described in Exhibit D. In the event that no \ncopies were licensed or distributed by or for COMPANY during a calendar \nquarter, COMPANY shall indicate this on the report. COMPANY's report shall \nfurther include the number of copies of all web browsers licensed or\n   \n*  - Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n\n                                      5\n\n\n\ndistributed by or for COMPANY during that calendar quarter. All such reports \nshall be maintained in confidence by MS and shall not be disclosed to any \nthird party except to its immediate legal and financial consultants as may be \nrequired in the ordinary course of MS' business.\n\n     5.4  All amounts due hereunder shall be sent to the address listed in \nSection 11. All amounts due hereunder are exclusive of any taxes, duties, \nfees, excises or tariffs imposed on any of COMPANY's activities in connection \nwith this Agreement. Such charges, if any, shall be paid by COMPANY.\n\n6.  ACCEPTANCE, DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY\n    --------------------------------------------------------------\n\n    6.1  The Licensed Software and IEAK are deemed accepted by COMPANY.\n\n    6.2  Neither the COMPANY nor any of its employees shall have any right to \nmake any representation, warranty, or promise on behalf of MS.\n\n    6.3  THE LICENSED SOFTWARE AND IEAK ARE PROVIDED TO COMPANY AS IS WITHOUT \nWARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE \nLICENSED SOFTWARE AND IEAK ARE ASSUMED BY COMPANY AND THE END-USER CUSTOMER. \nMS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT \nLIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR \nPURPOSE AND NON-INFRINGEMENT.\n\n   6.4  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT (EXCEPT AS TO \nAMOUNTS OWED HEREUNDER), CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL \nDAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF \nBUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND \nTHE LIKE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE \nOR IEAK, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH \nDAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF \nLIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY \nNOT APPLY.\n\n  6.5  Not withstanding Section 6.4:\n\n   (a) MS agrees to defend COMPANY against, and pay the amount of any adverse \nfinal judgment (or settlement to which MS consents) resulting from, third \nparty claim(s) (hereinafter 'Indemnified Claims') that the Internet Explorer \ninfringes any copyright or trade secret enforceable in any included \nJurisdictions (defined in Section 6.5(d), below); provided MS is notified \npromptly in writing of the Indemnified Claim and has sole control over its \ndefense or settlement, and COMPANY provides reasonable assistance in the \ndefense of the same at MS expense for COMPANY's reasonably incurred \nout-of-pocket expenses.\n   (b) In the event MS receives information concerning an intellectual \nproperty infringement claim (including an Indemnified Claim) related to the \nInternet Explorer, MS may at its expense, without obligation to do so, either \n(i) procure for COMPANY the right to continue to distribute the alleged \ninfringing Internet Explorer or (ii) replace or modify the Internet Explorer \nto make it non-infringing, and in which case, COMPANY shall thereupon cease \ndistribution of the alleged infringing Internet Explorer.\n   (c) MS shall have no liability for any intellectual property infringement \nclaim (including an Indemnified Claim) based on COMPANY's (i) manufacture, \ndistribution, or use of any Internet Explorer after MS' notice that COMPANY \nshould cease manufacture, distribution, or use of such Internet Explorer due \nto such a claim; or (ii) unauthorized combination of a Internet Explorer with \nany other product, program or data; or (iii) unauthorized adaptation or \nmodification of any Internet\n\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                      6\n\n\n\nExplorer. For all claims described in this Section 6.5(c), COMPANY agrees to \ndefend and indemnify MS to the same extent that MS is obligated to defend and \nindemnify COMPANY under Sections 6.5(a), 6.5(b) and 6.5(c).\n   (d) MS shall have no obligation to COMPANY for any Indemnified Claims \nwhich arise outside the geographical boundaries of the United States, Canada, \nAustralia, Japan, the European Union, and Norway ('Included Jurisdictions').\n\n7.  TERM OF AGREEMENT\n    -----------------\n\nThe term of this Agreement shall commence as of the Effective Date and shall \ncontinue for a period of two (2) years. Thereafter, this Agreement shall \nautomatically renew for successive one year terms unless either party gives \nthe other party thirty (30) days written notice of its intent not to renew. \nEither party may terminate for any reason upon 30 days written notice.\n\n8.  DEFAULT AND TERMINATION\n    -----------------------\n\n    8.1  This Agreement may terminate earlier if any of the following events \nof default occur: (a) if COMPANY materially fails to perform or comply with \nthis Agreement or any provision hereof; (b) if COMPANY fails to strictly \ncomply with the provisions of Section 10 or makes or attempts to make an \nassignment in violation of Section 13.5; (c) if COMPANY becomes insolvent or \nadmits in writing its inability to pay its debts as they mature, or makes an \nassignment for the benefit of creditors; (d) if a petition under any foreign, \nstate, or United States bankruptcy act, receivership statute, or the like, as \nthey now exist, or as they may be amended, is filed by COMPANY; or (e) if \nsuch a petition is filed by any third party, or an application for a receiver \nof COMPANY is made by anyone and such petition or application is not resolved \nfavorably to COMPANY within sixty (60) days.\n\n    8.2  Termination under subsection 8.1(b) shall be effective as of the \ndate notice is given. In all other cases, termination shall be effective \nthirty (30) days after notice of termination to COMPANY if COMPANY's defaults \nhave not been cured. The rights and remedies of MS provided in this Section \nshall not be exclusive and are in addition to any other rights and remedies \nprovided by law or this Agreement.\n\n    8.3  Upon termination of this Agreement for any reason, COMPANY must \ncease distribution of the Licensed Software. Upon termination of this \nAgreement, COMPANY's Information shall be immediately removed from the ISP \nPhone Book(s). If this Agreement is terminated other than due to COMPANY's \ndefault, COMPANY may distribute Licensed Software remaining in inventory as \nof such termination date for a period of three (3) months. After such time, \nCOMPANY shall destroy all full or partial copies of the Licensed Software and \nIEAK in COMPANY's possession or under its control. If this Agreement is \nterminated for cause pursuant to Section 8, COMPANY shall return to MS or \ndestroy all full or partial copies of the Licensed Software and IEAK in \nCOMPANY'S possession or under its control within ten (10) days following the \ntermination date, including any in-house copies COMPANY may have produced.\n\n    8.4  End user licenses validly granted prior to expiration or termination \nof this Agreement shall survive termination or expiration of this Agreement.\n\n    8.5  Sections 1, 5, 6, 8, 10, 11, 12 and 13 shall survive termination of \nthis Agreement.\n\n9.  SUPPORT\n    -------\n\n    9.1  COMPANY shall have the sole responsibility and expense for providing \nall support for the Sign-up Server and all support needed by ISP Subscribers \nfor the Licensed Software and the ISP Service.\n\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                       7\n\n\n\n     9.2  MS will provide COMPANY (but not ISP Subscribers) support for the \nInternet Connection Wizard. Except for such support, this Agreement does not \ninclude technical support from MS to COMPANY. Technical support may be \navailable from MS or an MS subsidiary pursuant to a separate agreement.\n\n\n10. NONDISCLOSURE AGREEMENT\n\nCOMPANY shall keep confidential the terms and conditions of this Agreement, \nand other non-public information and know-how disclosed to COMPANY by MS. \nHowever, COMPANY may disclose the terms and conditions of this Agreement in \nconfidence as follows: (1) in confidence to its immediate legal and financial \nconsultants as required in the ordinary course of COMPANY's business; (2) to \nthe SEC or others as legally required in connection with a public offering of \nthe COMPANY's stock, in which event COMPANY will inform MS of the date and \ncontent of its filing and will cooperate with MS in attempting to keep as \nmany of the terms of this agreement confidential as possible, especially the \nfinancial terms; (3) to COMPANY's Affinity Marketing Partners only upon \nspecific request of such partners and then only page 1, paragraph 2.1 and the \nsignature page.\n\n11. NOTICES AND REQUESTS\n\nAll notices, authorizations, and requests in connection with this Agreement \nshall be deemed given on the day they are (i) deposited in the U.S. mails, \npostage prepaid, certified or registered, return receipt requested; or (ii) \nsent by overnight courier, charges prepaid, with a confirming fax; and \naddressed as follows:\n\nNOTICES TO COMPANY:\n\n                 EarthLink Network, Inc.\n                 3100 New York Drive\n                 Pasadena, CA 91107\n\nAttn:            Garry Betty, President\nTelephone:       (818) 296 2408\nFax:             (818) 296 4161\n\n\nNOTICES TO MS AND PAYMENTS\/VOLUME DISTRIBUTIONS SUMMARIES:\n\n\nNotices:         MICROSOFT CORPORATION\n                 One Microsoft Way\n                 Redmond, WA 98052-6399\n\nAttn:            Senior Vice President, Systems\nCopy to:         Law &amp; Corporate Affairs, US Legal\nFax:             (206) 936-7209\n\n\nPayments\/Volume  MICROSOFT CORPORATION\nDistribution     Remittance Processing\nSummaries:       P.O. Box 84808\n                 Seattle, WA 98124-6108\n\n\nor such other address as the party to receive the notice or request so \ndesignates by written notice to the other.\n\n12.  AUDITS\n\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                      8\n\n\n     12.1  During the term of this Agreement, COMPANY agrees to keep all \nusual and proper records and books of account and all usual and proper \nentries relating to COMPANY's ISP Subscriptions sufficient to substantiate \nthe number of ISP Subscribers. COMPANY shall maintain on COMPANY premises \nsuch records for itself and for each Subsidiary which exercises rights under \nthis Agreement.\n\n     12.2  In order to verify statements issued by COMPANY and COMPANY's \ncompliance with the terms of this Agreement, MS may cause an audit to be made \nof COMPANY's applicable books and records. Any audit shall be conducted \nduring regular business hours at COMPANY's facilities upon reasonable advance \nnotice. Any audit shall be conducted by an independent certified public \naccountant of national stature selected by MS (other than on a contingent fee \nbasis).\n\n     12.3  COMPANY agrees to provide MS' designated audit team access to the \nrelevant COMPANY's records and facilities.\n\n     12.4  Prompt adjustment shall be made to compensate for any errors or \nomissions disclosed by such audit. Any such audit shall be paid for by MS \nunless material discrepancies are disclosed. 'Material' shall mean the under \nreporting of five percent (5%) of the amount due. If material discrepancies \nare disclosed, COMPANY agrees to pay MS for the costs associated with the \naudit in addition to the amount of any discrepancy.\n\n13.  GENERAL\n\n     13.1  This Agreement shall be construed and controlled by the laws of the \nState of Washington, and COMPANY consents to jurisdiction and venue in the \nstate and federal courts sitting in the State of Washington. Process may be \nserved on either party in the manner provided in Section 11 above, or by such \nother method as is authorized by law.\n\n     13.2  Neither this Agreement, nor any terms and conditions contained \nherein, shall be construed as creating a partnership, joint venture, agency \nrelationship or as granting a franchise.\n\n     13.3  This Agreement constitutes the entire agreement between the \nparties with respect to the subject matter hereof and supersedes all prior \nand contemporaneous agreements or communications. It shall not be modified \nexcept by a written agreement dated subsequent to the date of this Agreement \nand signed on behalf of COMPANY and MS by their respective duly authorized \nrepresentatives. No waiver of any breach of any provision of this Agreement \nshall constitute a waiver of any prior, concurrent or subsequent breach of \nthe same of any other provisions hereof, and no waiver shall be effective \nunless made in writing and signed by an authorized representative of the \nwaiving party.\n\n     13.4  If any provision of this Agreement shall be held by a court of \ncompetent jurisdiction to be illegal, invalid or unenforceable, the remaining \nprovisions shall remain in full force and effect.\n\n     13.5  The rights and obligations hereunder shall inure to the benefit of \nthe successors of the parties hereto, provided any rights or obligations \nhereunder shall not be assigned by COMPANY without the prior written approval \nof MS. COMPANY hereby agrees that it will remain responsible for and guarantee \nthe compliance of each majority owned subsidiary or affiliate which exercises \nrights under this Agreement.\n\n     13.6  Any Licensed Software which COMPANY distributes or licenses to or \non behalf of the United States of America, its agencies and\/or \ninstrumentalities (the 'Government'), is provided to COMPANY with RESTRICTED \nRIGHTS. Use, duplication or disclosure by the Government is subject to \nrestriction as set forth in subparagraph (c)(l)(ii) of the rights in \nTechnical Data and Computer Software clause at DFAR 252.227-7013, or as set \nforth in the particular department or agency regulations or rules which \nprovide Microsoft protection equivalent to or greater than the above-cited \nclause. COMPANY shall comply with any requirements of the Government to \nobtain such RESTRICTED RIGHTS protection, \n\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                      9\n\n\n\nincluding without limitation, the placement of any restrictive legends on the \nTool documentation and any license agreement used in connection with the \ndistribution thereof. Manufacturer is Microsoft Corporation, One Microsoft \nWay, Redmond, Washington 98052-6399. Under no circumstances shall Microsoft \nbe obligated to comply with any Governmental requirements regarding cost and \npricing data and cost accounting. For any distribution or license of the \nLicensed Software that would require compliance by Microsoft with \nGovernmental requirements relating to cost and pricing data or cost \naccounting, COMPANY must obtain an appropriate waiver or exemption from such \nrequirements for the benefit of Microsoft from the appropriate Governmental \nauthority before the distribution and\/or license of the Licensed Software to \nthe Government.\n\n     13.7  COMPANY acknowledges that the Licensed Software and IEAK are \nsubject to the export control laws and regulations of the US, and any \namendments thereof. COMPANY confirms that with respect to the Licensed \nSoftware, it will not export or re-export them, directly or indirectly, \neither to (a) any countries that are subject to US export restrictions \n(currently including, but not necessarily limited to, Cuba, the Federal \nRepublic of Yugoslavia (Serbia and Montenegro), Iran, Iraq, Libya, North \nKorea, and Syria); (b) any end user who COMPANY knows or has reason to know \nwill utilize them in the design, development or production of nuclear, \nchemical or biological weapons; or (c) any end user who has been prohibited \nfrom participating in the US export transactions by any federal agency of the \nUS government. COMPANY further acknowledges that the Licensed Software and \nIEAK may include technical data subject to export and re-export restrictions \nimposed by US law.\n\n     13.8  COMPANY shall, at its own expense, obtain and arrange for the \nmaintenance in full force and effect of all governmental approvals, consents, \nlicenses, authorizations, declarations, filings, and registrations as may be \nnecessary for the performance of all of the terms and conditions of the \nAgreement including, but not limited to, foreign exchange approvals, import \nand offer agent licenses, fair trade approvals and all approvals which may be \nrequired to realize the purposes of the Agreement.\n\n     13.9  In the event income taxes are required to be withheld by any \nnon-U.S.A. government on payments required hereunder, COMPANY may deduct such \ntaxes from the amount owed MS and pay them to the appropriate tax authority. \nCOMPANY shall promptly deliver to MS an official receipt for any such taxes \nwithheld or other documents necessary to enable MS to  claim a U.S.A. Foreign \nTax Credit. COMPANY will make certain that any taxes withheld are minimized \nto the extent permitted by the applicable law.\n\n     13.10 If either MS or COMPANY employs attorneys to enforce any rights \narising out of or relating to this Agreement, the prevailing party shall be \nentitled to recover reasonable attorney's fees and costs.\n\n     13.11 The following Exhibits are part of the Agreement:\n\n           Exhibit B   Company ISP Service(s)\n           Exhibit C   Company Obligations\n           Exhibit D   ISP Referral Fees\n           Exhibit E   ISP Subscriber Configuration Guidelines\n           Exhibit F   Internet Explorer\n           Exhibit G   Microsoft -Registered Trademark- Internet Explorer Online\n                        Logo Usage Guidelines\n            Attach 1&amp;2 Microsoft Internet Explorer Logo Qualification\n                       Criteria\n           Exhibit H   Microsoft -Registered Trademark- Internet Explorer \n                       Standard Logo Usage Guidelines\n           Exhibit X   Microsoft Frontpage Server Extensions\n           Exhibit Y   Current agreement list.\n           Exhibit Z   Windows 95 ISP Referral and Ordering Process\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                      10\n\n\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement as of the \ndate set forth above. All signed copies of this Agreement shall be deemed \noriginals.\n\n\nMICROSOFT CORPORATION                     EarthLink Network, Inc.\n                                          ---------------------------\n                                          (COMPANY)\n\n\n\n\/s\/ Cameron D. Myhrvold                   \/s\/   Charles G. Betty\n--------------------------                ---------------------------\nBy (sign)                                 By (sign)\n\n\n    Cameron D. Myhrvold                         Garry Betty\n--------------------------                ---------------------------\nName (Print)                              Name (Print)\n\n\n VP-Public Network Sales                       Its President\n--------------------------                ---------------------------\nTitle                                     Title\n\n\n       9-19-96                                     8\/16\/96\n--------------------------                ---------------------------\nDate                                      Date\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                     11\n\n :  PAGE&gt;\n\n                                 EXHIBIT B\n                         COMPANY'S ISP SERVICE(S)\n\n\n                           EarthLinks co-branded\n                        Affinity Marketing Program\n\n                          COMPANY SERVICE AREA\n\n                   Currently United States and Canada\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                      12\n\n\n\n                                EXHIBIT C\n\n     COMPANY OBLIGATIONS (NOTE: MS OBLIGATIONS ARE SET FORTH IN SECTION 3)\n\nCOMPANY SHALL PERFORM THE FOLLOWING DUTIES\/OBLIGATIONS;\n\n     1.  Offer the ISP Services(s).\n\n     2.  Develop and maintain a Sign-up-Server. The Sign-up Server shall be \noperational on a 7X24 basis.\n\n     3.  Estabilsh a toll free telephone number, or any other communication \nmedium mutually agreed to by the parties for the processing of orders for ISP \nSubscribers. COMPANY shall notify MS in writing by a mutually agreed upon \ndate of such specific communication medium or other relevant means of order \nentry secured by COMPANY for the ISP Service and any other COMPANY \nInformation. COMPANY shall use unique numbers, extensions or addresses so as \nto ensure that all ISP Subscribers (e.g. those directed to the Sign-up Server \nby the Internet Connection Wizard) can be easily segregated from other orders \nreceived by COMPANY that do not originate from the Internet Connection Wizard \nfor revenue reporting purposes.\n\n     4.  Use and display the 'Microsoft Internet Explorer' logo on the home \npage for COMPANY's ISP Service, along with a hot link to \nwww.microsoft.com\/ie\/ie.htm on the face of the home page.\n\n     5.  In copies of Microsoft Internet Explorer distributed by COMPANY, \nCOMPANY may set the 'default' URL to point to COMPANY's home page for the ISP \nService, provided that such home page includes a hot link to \nwww.microsoft.com\/ie\/ie.htm.\n   \n     6.  Offer the Microsoft Internet Explorer ** *** **** *** *** ****** *** \n********** *** **********. At the time of ISP Service request from an ISP \nSubscriber, COMPANY shall not express or imply that an alternate browser is \navailable. COMPANY may provide a non-MS web browser with its ISP Service only \nupon a customer initiated request.\n\n     7.  Company shall not advertise or otherwise promote any non-MS web \nbrowser **** **** ** ** *** ** ***** ************. By way of example, COMPANY \nshall not display any logo for, or maintain a link to, a non-MS web browser on \nCompany's home page for the ISP Service, on the Start Page, or on any COMPANY \nhome page for any other internet access service offered by COMPANY.\n    \n     8.  Use the Microsoft Internet Explorer name and logo in COMPANY's \npackaging, advertising and promotional materials. Such use shall be pursuant \nto MS' standard trademark policies as attached hereto and as may be provided \nby MS to COMPANY from time to time.\n\n     9.  Within sixty (60) days following execution of this Agreement, issue \na press release announcing that COMPANY has licensed the Microsoft Internet \nExplorer and include favorable commments about the Internet Explorer and \nActiveX technology. In the event COMPANY elects to distribute NetMeeting, \nCOMPANY shall issue a press release announcing such distribution within sixty \n(60) days following execution of this Agreement. COMPANY shall provide any \nsuch press release to Microsoft for review at least five (5) days\n   \n*  - Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                      13\n\n\n\nprior to release, COMPANY agrees MS may use COMPANY's name in any press \nrelease MS issues regarding licensing of the Microsoft Internet Explorer.\n\n     10.  Before COMPANY is listed in the ISP Phone Book(s), COMPANY will \ntest and certify compliance of Access with MS specifications for security and \nauthentication protocols, other industry protocols, and other specifications \nand standards specified by MS from time to time in accordance with the \nprocedures, and using the testing tools specified by MS from time to time, \nCOMPANY will provide MS with information and access as requested by MS from \ntime to time to allow MS to ensure COMPANY's ongoing compliance with such \nspecifications, the acceptance testing procedures, and the terms of this \nAgreement.\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                      14\n\n\n\n                                    EXHIBIT D\n                                    ---------\n\n                                ISP REFERRAL FEES\n\n\n     Number of New ISP Subscribers\n     Quarterly                                Fee\n     -----------------------------            ---\n\n                ************                   ***\n                ************                   ***\n                ************                   ***\n                ************                   ***\n\n1.  The above Referral Fees shall be reduced by an additional ************\n   *** if, COMPANY implements at least two (2) 'ActiveX' controls in the \n    design of COMPANY's home page for the ISP Service. COMPANY shall notify \n    MS of the ActiveX controls implemented by COMPANY.\n\n2.  The above Referral Fees shall be reduced by an additional ************\n   *** if: (a) COMPANY uses Microsoft Windows NT and Microsoft Internet \n    Information Server as the platform for COMPANY's web site that hosts the \n    home page for the ISP Service and (b) if COMPANY offers web hosting \n    services, it uses Microsoft Internet Information Server as one of its \n    platforms for such web hosting services.\n\n3.  If COMPANY offers web hosting services, the above Referral Fees shall be \n    reduced by an additional *************** if COMPANY uses Microsoft \n    Front Page server extensions (listed in Exhibit X) on COMPANY's web hosting \n    servers.\n   \n4.  COMPANY may deduct from aggregate Referral Fees owed to MS, the following \n    amounts for each copy of the most current available version of Internet \n    Explorer distributed ** * ************ ******** to subscribers to COMPANY's\n    internet access services *** *** ***** * ******* ***** **** ******** \n    ******** as of the date that COMPANY's name first appears in an ISP Phone \n    Book: (a) ***** ******* **** for each copy distributed on external media \n    (e.g. diskette or CD ROM) and (b) *** ****** **** for each copy distributed\n    electronically (e.g. downloaded from COMPANY's web site). The foregoing \n    deductions shall be limited to copies of Internet Explorer distributed \n    prior to one hundred and eighty (180) days after the Effective Date of \n    the Agreement and shall be further limited to no more than one (1) copy \n    of Internet Explorer per subscriber. In no event shall such deductions \n    exceed the total amount of Referral Fees payable to MS hereunder. COMPANY \n    shall report all such copies (separately for external media and electronic\n    distribution) on its quarterly reports.\n\n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                      15\n\n\n\n                              EXHIBIT D (CONT'D)\n                              -------------------\n\n\n                              REFERRAL FEE REPORT\n\n\n\n\n                  Report for _____________________________\nReport Period: _______________________, 19____ to ______________________, 19___\n\n                 Microsoft License #______________________________\n\n   \n--------------------------------------------------------------------------------\nReferral Fee Calculation:\n\nA.      Total new ISP Subscriber* for the quarter:  ____________ X $___=______\nB.      Previously reported ISP Subscriber accounts\n        lasting  :   60 days which\n        terminate during the quarter                ____________ X $   =______\nC.      Total fees due (Line A - Line B)=                               ______\nD.      Less Deductions for ********** ********** of Internet Explorer  ______\n                      Total payment enclosed:                           ______\n*as defined in Section 1\n--------------------------------------------------------------------------------\n\nE.      Total number of *** ** *** ******** distributed during quarter \n        through all channels:                                          _______\n\nF.      Total number of copies of Internet Explorer distributed through\n        all channels where Internet Explorer is distributed ** *** ****\n        *** ********                                                   _______\n\nG.      Total number of *********** ******** copies of Internet \n        Explorer shipped - external media                              _______\n\nH.      Total number of ************ ******** copies of Internet\n        Explorer shipped - electronic                                  _______\n    \nThe undersigned hereby certifies that he\/she is an officer or director of \nCOMPANY and that this report is complete and correct.\n\n\n\n                                  ___________________________(Signature)\n\n                                  ___________________________(Print)\n\n                                  ___________________________(Title)\n\n                                  ___________________________(Date)\n\nTelephone Number:                 (    )\n                                  ___________________________\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                                16\n\n\n\n                                      EXHIBIT E\n                                      ---------\n\n                        ISP SUBSCRIBER CONFIGURATION GUIDELINES\n\n\n\n1.  COMPANY shall configure the ISP Subscriber's copy of Internet Explorer \n    (hosted on the ISP Subscriber's computer) via an INS file such that the \n    'default' URL on Internet Explorer points to the Start Page.\n\n2.  COMPANY can add and populate a 'favorites folder' on the ISP Subscriber's \n    copy of Internet Explorer via an INS file.\n\n3.  [DRAFT] COMPANY's ISP Information Page shall comply with the following:\n\n       a.  Size of the HTML page limited to 5K.\n       b.  The page should have one exit point that points back to the main \n           referral page.\n       c.  No scrolling, no tabs, no links, and no fields.\n       d.  Should fit on 640x480 with no fields.\n       e.  Use buttons as much as possible.\n       f.  Do not use hot links.\n       g.  A 'cancel' leaves the entire Internet Connection Wizard.\n\n                            MS reserves the right to change the above criteria.\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                             17\n\n\n\n                                         EXHIBIT F\n                                         ---------\n\n                                      INTERNET EXPLORER\n\n\n   AVAILABILITY                       VERSION\n-----------------------------------------------------------------------\n PLATFORM                       2.0         NEXT(c)\n-----------------------------------------------------------------------\nWindows 3.x, WFW 3.11           Today(a)      *********\nWindows NT                       --           ***********\nWindows 95                      Today(a)      *************\nApple Macintosh                 Today(b)      ********\n\n                                   (a)        *******************\n                                   (b)        **********************\n                                   (c)        **********************\n                                   (d)        ***********\n\n   \n* -- Confidential portions of this exhibit have been omitted, marked with\n     asterisks (*) and filed separately with the Securities and Exchange\n     Commission pursuant to an application for confidential treatment.\n    \n                                           18\n\n\n\n            EXHIBIT G TO THE LICENSE AND DISTRIBUTION AGREEMENT\n            ---------------------------------------------------\n\n             MICROSOFT-REGISTERED TRADEMARK- INTERNET EXPLORER\n                       ONLINE LOGO USAGE GUIDELINES\n\n                    This site is best experienced with\n                                  [LOGO]\n                           Click here to start.\n\n1. USAGE\n     Use the Internet Explorer online logo (the 'logo') only to promote \n     Microsoft Internet Explorer and indicate that your Internet Site includes\n     or is compatible with the Microsoft Internet Explorer.\n\n     The Logo may only be used on your Internet Site which must meet the \n     applicable Logo Qualification Criteria and may not be used in any other \n     fashion.\n\n     RECOMMENDED TEXT. Based upon extensive research, we suggest that the \n     Internet Explorer Logo be accompanied by the following text: 'This site \n     is best experienced with ... Click here to start.' as indicated in the \n     below images. This information clarifies how the logo should be used, \n     especially for new Internet visitors who are unfamiliar with the \n     different means of navigating the Internet.\n\n                       This site is best experienced with\n                                    [LOGO]\n                             Click here to start.\n\n\n         This site is best experienced with [LOGO] Click here to start.\n\n     PRODUCT NAME. It should appear as 'Microsoft-Registered Trademark- \n     Internet Explorer' at the first and most prominent use in all materials \n     and can thereafter be referred to as 'Internet Explorer.'\n\n2. INTENT\n     You are not permitted to use the logo to disparage Microsoft, its \n     products or services, or for promotional goods or for products which, in \n     MS' reasonable judgement, may diminish or otherwise damage Microsoft's \n     goodwill in the Logo, including but not limited to uses which could be \n     deemed to be obscene, pornographic, excessively violent, or otherwise in \n     poor taste or unlawful, or which purpose is to encourage unlawful \n     activities. Similarly, you cannot imitate Microsoft's product packaging \n     or the Logo in any of your materials, including advertising, product \n     packaging, and promotional materials. The Logo must not be used in a \n     manner that implies Microsoft's sponsorship or endorsement of the \n     product, service, or content presented on your Internet Site.\n\n3. LOGO LINK\n     Used in an Internet Site, the Logo must be an active link to this \n     URL address:\n                        http:\/\/www.microsoft.com\/ie\/ie.htm\n                        ----------------------------------\n\n                                       19\n\n\n\n4. PRESENTATION\n     PROMINENCE. Do not use the Logo or the names 'Microsoft,' 'Microsoft \n     Internet Explorer,' or 'Internet Explorer' more prominently than your \n     company, product, or Internet Site name.\n\n     ARTWORK. Use only Microsoft authorized electronic artwork of the Logo. \n     The Logo must stand by itself and must include a minimum amount of empty \n     space surrounding the Logo (30 pixels) so as to separate it from any \n     other object, such as type, photography, borders, edges, and so on. The \n     Logo may not be used as a feature or design element of any other Logo.\n\n     SIZE. The Logo cannot be reduced in size beyond what is electronically \n     provided by Microsoft and must be placed in a prominent location on the \n     Internet Site where it is used. Do not remove any trademark symbols or \n     alter the Logo in any way. Redraws, distortions, or animation of the \n     Logo are not permitted beyond what is provided to authorized\/registered \n     Microsoft Online logo Internet Sites.\n\n     FOOTNOTE. Include the following footnote on Internet Sites that include \n     the Logo: 'Microsoft is a registered trademark in the United States and \n     other countries and the Microsoft Internet Explorer Logo is a trademark  \n     of Microsoft Corporation.'\n\nALTERATIONS TO THESE GUIDELINES\nMicrosoft reserves the right to change the Logo and these Usage Guidelines at \nany time and solely at its discretion. If possible, Microsoft will provide \nadvanced notice of these changes. Any use of the Logo that is not consistent \nwith these guidelines is strictly prohibited.\n\nCANCELLATION OF AUTHORIZATION TO HOST LOGO\nMicrosoft reserves the right to review use of the Internet Explorer Logo. \nDisregard for these Usage Guidelines may result in a revocation of the right \nto use the logo, and with it all benefits enjoyed through participation in \nthe logo program.\n\nThird parties improperly using the Logo must correct any deficiencies in \ntheir use of the Logo and\/or in the quality of the product used in \nconjunction with the Logo upon reasonable notice from Microsoft. Refusal to \ncorrect such deficiencies may result in revocation of the right to use the \nLogo.\n\nQUESTIONS\nIf you have any questions about the Logo Program, please send e-mail to \n'iservice@microsoft.com'\n\n\nTRADEMARKS. Microsoft and Windows are registered trademarks and ActiveX is a \ntrademark in the United States and other countries and the Microsoft Internet \nExplorer Logo is a trademark of Microsoft Corporation.\n\n                                       20\n\n\n\n   ATTACHMENT 1 TO EXHIBIT G OF THE MICROSOFT INTERNET EXPLORER LOGO\n                            USAGE GUIDELINES\n          Microsoft -Registered Trademark- Internet Explorer Online\n                          Logo Qualification Criteria\n\n                       This site is best experienced with\n\n                                  [LOGO]\n\n                               Click here to Start\n\nGaining authorization to use the version of the Microsoft -Registered\nTrademark- Internet Explorer online logo shown above for your Internet Site \nis easy. Simply fulfill the following two criteria and you are eligible to \nuse the logo.\n\n1.  Showcase on your Internet Site one or more of these HTML features:\n        -    RATINGS. Support self-regulation of content to ensure \n             appropriate access to your Internet Site.\n        -    MARQUEES. Scroll text or graphics across your screen.\n        -    ENHANCED TABLES. Use colors\/textures to make tabular data \n        -    more legible and visually appealing.\n        -    BACKGROUND SOUNDS. Provide an auditory experience when your\n             Internet Site is accessed.\n        -    WATERMARKS. Create a mark of distinction on your home page.\n        -    INLINE AVIs. Graphically animate your page beyond static \n             images.\n        -    ENHANCED HTML FRAME TAGS. Simulate the appearance of a \n             magazine with borderless, nonscrolling, floating frames,\n             and even frames within frames.\n        -    ENHANCED HTML STYLE SHEETS. Control margins, line spacing, \n             and placement of design elements; specify fonts and point \n             sizes; get desktop publishing support for the Web.\n\n2.  Enroll in the logo program, and agree to follow the Logo Usage Guidelines.\n\n\nNEED HELP GETTING STARTED?\nPlease go to the FREE Microsoft Internet Explorer online logo-compliant Web \nsite template at http:\/\/www.microsoft.com\/ie\/log\/actxtemp.htm. This template \nwill help to get you started in building your Internet Site or to simply \nenhance your existing Internet Site. See examples of the new HTML features \nand ActiveX -TM- -compatible controls at the ActiveX Gallery at\nhttp:\/\/www.microsoft.com\/ie\/appdev\/controls\/default.htm.\n\nIf you want more assistance, order the ActiveX Development Kit at \nhttp:\/\/www.microsoft.com\/intdev\/sdk.\n\nNOTE ABOUT CHANGES:\nNote: Due to the rapid development of Internet Explorer technology, these \ncriteria will change periodically over time. All online logo authorized sites \nwill be notified by e-mail of any changes to these criteria. Permission to \nuse the logo is limited to those who meet the then applicable criteria, and \nthose who no longer meet the criteria must discontinue use of logo.\n\nTRADEMARKS. Microsoft and Windows are registered trademarks and ActiveX is a \ntrademark in the United States and other countries and the Microsoft Internet \nExplorer Logo is a trademark of Microsoft Corporation.\n\n                                     21\n\n\n\n   ATTACHMENT 2 TO EXHIBIT G OF THE MICROSOFT INTERNET EXPLORER LOGO\n                            USAGE GUIDELINES\n         Microsoft -Registered Trademark- Internet Explorer Online\n                   Animated Logo Qualification Criteria\n\n                     This site is best experienced with\n\n                                  [LOGO]\n\n                            Click here to start.\nGaining authorization to use the animated version of the Microsoft Internet \nExplorer online logo shown above for your Internet Site is easy. Simply \nfulfill the following three criteria and you are eligible to use the logo:\n\n1.  Showcase on your Internet Site one or more of these HTML features:\n        -    RATINGS. Support self-regulation of content to ensure \n             appropriate access to your Internet Site.\n        -    MARQUEES. Scroll text or graphics across your screen.\n        -    ENHANCED TABLES. Use colors\/textures to make tabular data \n             more legible and visually appealing.\n        -    BACKGROUND SOUNDS. Provide an auditory experience when your\n             Internet Site is accessed.\n        -    WATERMARKS. Create a mark of distinction on your home page.\n        -    INLINE AVIs. Graphically animate your page beyond static \n             images.\n        -    ENHANCED HTML FRAME TAGS. Simulate the appearance of a \n             magazine with borderless, nonscrolling, floating frames, and\n             even frames within frames.\n        -    ENHANCED HTML STYLE SHEETS. Control margins, line spacing, \n             and placement of design elements; specify fonts and point \n             sizes; get desktop publishing support for the Web.\n\n2.  Activate your Internet Site with ActiveX -TM- -compatible Technology. \nSupport one or more ActiveX-compatible controls on your Internet Site.\n        -    DEMONSTRATE ACTIVEX-COMPATIBLE CONTROLS. Make your \n             Internet Site interactive today!\n        -    SCRIPT ACTIVEX-COMPATIBLE CONTROLS. Use ActiveX-compatible \n             scripts to make a Web page interactive. You can easily link \n             together ActiveX-compatible controls or intrinsic controls to \n             create dynamic pages.\n\n3.  Enroll in the logo program and agree to follow the Logo Usage Guidelines.\n\n\nNEED HELP GETTING STARTED?\nPlease go to the FREE Microsoft Internet Explorer online logo-compliant Web \nsite template at http:\/\/www.microsoft.com\/ie\/log\/actxtemp.htm. This template \nwill help to get you started in building your Internet Site or to simply \nenhance your existing Internet Site. See examples of the new HTML features \nand ActiveX-compatible controls at the ActiveX Gallery at\nhttp:\/\/www.microsoft.com\/ie\/appdev\/controls\/default.htm.\n\nIf you want more assistance, order the ActiveX Development Kit at \nhttp:\/\/www.microsoft.com\/intdev\/sdk.\n\nNote: Due to the rapid development of Internet Explorer technology, these \ncriteria will change periodically over time. All online logo authorized sites \nwill be notified by e-mail of any changes to these criteria. Permission to \nuse the logo is limited to those who meet the then applicable criteria, and \nthose who no longer meet the criteria must discontinue use of logo.\n\nTRADEMARKS. Microsoft and Windows are registered trademarks and ActiveX is a \ntrademark in the United States and other countries and the Microsoft Internet \nExplorer Logo is a trademark of Microsoft Corporation.\n\n                                     22\n\n\n           EXHIBIT H TO THE LICENSE AND DISTRIBUTION AGREEMENT\n\nMICROSOFT-Registered Trademark-INTERNET EXPLORER STANDARD LOGO USAGE GUIDELINES\n-------------------------------------------------------------------------------\n\n                                Includes\n\n                                 [LOGO]\n\nMicrosoft has established the following set of guidelines to assist you in \nproper use of the Microsoft Internet Explorer standard logo (the 'Logo').\nThe power of the Logo lies in its consistent and appropriate use. Any usage \noutside these guidelines dilutes the effectiveness of the Logo and makes it \nmore difficult to defend our rights to the trademark.\nMicrosoft reserves the right to change the Logo and\/or these Guidelines at \nany time at its discretion. Third parties shall comply with the Guidelines as \namended from time to time.\n\nACCOMPANYING WORDS\n\nThe graphic may not be used without the words 'Includes,' \n'Microsoft-Registered Trademark-,' and 'Internet Explorer' attached, except \nas otherwise provided below. No additional or substitute words may be used. \nThe words may not be abbreviated, translated, or transliterated, as in \nnon-English documentation. Microsoft will, however, provide the Logo in \nversions where the word 'Includes' may be translated for the local market, as \navailable. You may not substitute your own translation of the Logo.\n\nUSING THE MICROSOFT INTERNET EXPLORER STANDARD LOGO\n\n- Use the Logo only to promote Microsoft Internet Explorer and indicate that \n  your product includes Microsoft Internet Explorer.\n- This Logo is NOT to be placed on World Wide Web sites for the purpose of \n  downloading Microsoft Internet Explorer. For this purpose, please see the \n  Microsoft Internet Explorer Online Logo Usage guidelines at \n  http:\/\/www.microsoft.com\/ie\/logo\/.\n- Microsoft will provide you with electronic artwork of the Logo. You may not \n  alter this artwork in any way.\n- This Logo is for Microsoft and third party use only as a graphical \n  representation of Microsoft Internet Explorer software.\n    - Microsoft Use: The Logo may be used by Microsoft on packaging, channel, \n      collateral, advertising, direct mail, and events promotion materials for \n      Microsoft products that include Microsoft Internet Explorer software. When\n      referring to Microsoft Internet Explorer by itself, Microsoft may use the \n      Logo without the word 'Includes.'\n    - Third Party Use: The Logo may be used by third parties authorized to \n      distribute the Microsoft Internet Explorer software under a separate \n      License and Distribution Agreement. Authorized third parties may use the \n      Logo only on the product packaging of products that include Microsoft \n      Internet Explorer software and related advertising.\n\nLEGAL INFORMATION\n\n- The Logo is owned by Microsoft Corporation. All uses of the Logo must \n  include the following notice: 'Microsoft is a registered trademark in the \n  United States and other countries and the Microsoft Internet Explorer Logo is \n  a trademark of Microsoft Corporation.' A trademark symbol (-TM-) should appear\n  to the right of the Logo without alteration from the electronic or \n  camera-ready artwork provided. In\n\n                                       23\n\n\n\n  addition, a registered trademark symbol (-Registered Trademark-) must \n  appear in the upper-right corner immediately following the word 'Microsoft.' \n  Do not remove any trademark symbols or alter the Logo in any way.\n- The product name for Microsoft Internet Explorer should appear as \n  'Microsoft-Registered Trademark-Internet Explorer' at the first and most \n  prominent use in all materials and can thereafter be referred to as 'Internet \n  Explorer.'\n- Microsoft owns the Microsoft Internet Explorer Logo and all uses of the Logo \n  will inure to the benefit of Microsoft. Third parties shall employ best \n  efforts to use the Logo in a manner that does not derogate from Microsoft's \n  rights in the Logo and will take no action that will interfere with or \n  diminish Microsoft's rights in the Logo. Third parties should not adopt, use,\n  or register any corporate name, trade name, trademark, service mark or \n  certification mark, trade dress, or other designation similar to, or \n  containing in whole or in part the Logo.\n- Third parties may not use the Logo in a manner that would imply that their \n  company or any goods or services provided by such third parties are sponsored \n  or endorsed by, or affiliated with Microsoft.\n- Third parties may not display the Logo on packaging, documentation, \n  collateral, or advertising in a manner that suggests their product is a \n  Microsoft product, or in a manner that suggests Microsoft is a part of their \n  product name.\n- You are not permitted to use the Logo to disparage Microsoft Corporation, \n  its subsidiaries, products, or services, or for promotional goods or for \n  products which, in Microsoft's reasonable judgment, may diminish or otherwise \n  damage Microsoft's goodwill in the Logo, including but not limited to uses \n  that could be deemed obscene, pornographic, excessively violent, or otherwise \n  in poor taste or unlawful, or which purpose is to encourage unlawful \n  activities.\n- Third parties may not imitate Microsoft's product packaging or the Logo in \n  any of their materials, including advertising, product packaging, and \n  promotional materials.\n- The Logo or the names 'Microsoft,' 'Microsoft Internet Explorer,' or \n  'Internet Explorer' cannot appear larger and\/or more prominent than third \n  parties' trade name, service name, product name, or trademark on any \n  materials produced or distributed by such third parties.\n- Microsoft reserves the right to object to unfair uses or misuses of its \n  trademarks or other violations of applicable law.\n\nSIZING AND PLACEMENT REQUIREMENTS\n\n- Recommended minimum size is 1' high. The 'small' graphic interchange format \n  (GIF) file provided is an example of the smallest recommended size.\n- The Logo with accompanying words must stand alone. A minimum amount of \n  empty space must surround the Logo so as to separate it from any other object\n  such as type, photography, borders, edges, and so on. The required border of \n  empty space around the Logo must be 1\/2X wide, where X equals the height of \n  the Logo as measured from the top edge of the word 'Includes' to the bottom \n  edge of the word 'Explorer.'\n- You may not combine the Logo with any other object, including, but not \n  limited to, other logos, words, graphics, photos, slogans, numbers, design \n  features, or symbols.\n- The Logo may not be used as a design feature on your product, product \n  packaging, documentation, collateral, or advertising.\n\nFOUR-COLOR OR ONE-COLOR APPLICATIONS\n\nCOLORS\n\nThe color version is the preferred way of reproducing the Logo. The Logo \nconsists of a blue graphic element and black type. The PANTONE-Registered \nTrademark- Matching System (PMS) color for the blue is PMS 279 C. Four-color \nprocess (CMYK) equivalents can also be used. For online usage, the blue color \nshould be Red 0, Green 102, Blue 255 for 8-bit or higher resolution palettes.\n\nThe color version can be reproduced only as described here.\n\n                                       24\n\n\n\nBLACK-AND-WHITE APPLICATIONS\n\nThe black-and-white Logo consists of a black graphic element and black type. \nPlease use the file provided.\n\nACCESSING THE FILES\n\nThe print files are provided in Encapsulated PostScript-Registered Trademark- \n(EPS) and Windows-Registered Trademark- metafile (WMF) format. Use the EPS \nfiles for materials printed to a PostScript-compatible printer. Use the \nWindows metafile to print to a non-PostScript printer. These files should not \nbe opened and edited, only placed (for example, select 'import...picture') \ninto software programs such as common page-layout or presentation programs, \nword-processing software, and so forth.\nDue to translation problems between the Mac and PC, Mac-TM- EPS images may \nlose their preview. When you place them into your page-layout document, you \nwill see a box or a big 'X' instead of the preview. The image will still \nprint correctly and the bounding box accurately shows the size of the image. \nEPS images are sizable, but please scale proportionately.\nPC EPS images only have black-and-white previews. If you chose to use a color \nPC EPS, it will still preview in black-and-white. When you print it, the \ncolor will print correctly.\nEPS format is device-dependent so the resolution of the device you are \nprinting to is the resolution you will achieve.\nThe art files include Adobe Illustrator (ART) and Macromedia Freehand (FH5) \nformat. These are provided for use where the print files supplied will not \nwork. They are not to be altered.\n\nQUALITY CONTROL\n\nMicrosoft reserves the right to review your use of the Logo and to conduct \nspot checks on all products, product packaging, marketing materials, and \ndocumentation and may periodically send out requests for samples. Microsoft \nmay also conduct spot checks in retail outlets and other product sources to \nmonitor your compliance with these Logo Usage Guidelines. Refusal to submit \nsamples, noncompliance with these Guidelines, or failure to correct any \ndeficiencies in your use of the Logo and\/or in the quality of the product \nused in conjunction with the Logo upon reasonable notice from Microsoft could \nresult in revocation of your license to use the Logo.\n\n-C- 1996 Microsoft Corporation. All rights reserved.\nMicrosoft and Windows are registered trademarks in the United States and\/or \nother countries and the Microsoft Internet Explorer logo is a trademark of \nMicrosoft Corporation.\nPostScript is a registered trademark of Adobe Systems, Inc. Macintosh is a \nregistered trademark and Mac is a trademark of Apple Computer, Inc. PANTONE \nis a registered trademark of Pantone, Inc.\n\n-------------------------------------------------------------------------------\n\n                                       25\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7397,8221],"corporate_contracts_industries":[9510,9513],"corporate_contracts_types":[9613,9619],"class_list":["post-42387","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-earthlink-inc","corporate_contracts_companies-microsoft-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\/42387","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=42387"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42387"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42387"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42387"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}