{"id":42572,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/memorandum-of-understanding-infoseek-corp-and-kanematsu-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"memorandum-of-understanding-infoseek-corp-and-kanematsu-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/memorandum-of-understanding-infoseek-corp-and-kanematsu-corp.html","title":{"rendered":"Memorandum of Understanding &#8211; Infoseek Corp. and Kanematsu Corp."},"content":{"rendered":"<pre>\n                           *CONFIDENTIAL TREATMENT REQUESTED.  CONFIDENTIAL\n                           PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES\n                           AND EXCHANGE COMMISSION\n\n\n                           MEMORANDUM OF UNDERSTANDING\n\nInfoseek Corporation (\"Infoseek\") is considering a two-phase strategic alliance\nwith Kanematsu Corporation (\"Kanematsu\") to establish Infoseek Japan (\"Infoseek\nJapan\"). In the first phase of the alliance, Infoseek would enter into a\nMarketing Alliance Agreement with Kanematsu Corporation to develop, deploy and\noperate the initial Infoseek Japan service described below. In the second phase\nof the alliance, Infoseek and Kanematsu would enter into a Joint Venture\nAgreement, and collateral agreement(s) relative to technology licensing, and the\nprovision of other services, as applicable, to create a joint venture\ncorporation in Japan to develop, deploy and operate a second generation Infoseek\nJapan service described below based on Infoseek search technology.\n\nBased on preliminary discussions, it has been decided that detailed negotiations\nare appropriate regarding the possible agreements between Infoseek and\nKanematsu.\n\nThis Memorandum of Understanding (\"MOU\") covers the draft proposal of the terms\nand conditions of the strategic alliance, exchange of information and conduct of\nsuch negotiations. The parties wish to avoid any misunderstandings and disputes\nwhich might otherwise occur in the event that comprehensive agreements in this\nsubject are not fully negotiated and fully executed.\n\nThe parties acknowledge and agree that the subject matter of the negotiations\nwill involve numerous interrelated business and technical factors, and that,\nexcept as set forth in this MOU, neither party shall be bound to the other for\nany performance, payment license, right, or reliance with respect to the subject\nmatter, unless and until all material terms have been set forth in the\nrespective separate and binding agreements, the Marketing Alliance Agreement and\nthe Joint Venture Agreement, for Phase One and Phase Two of the Infoseek and\nKanematsu Strategic Alliance (as described below), respectively, signed by both\nparties (\"Comprehensive Agreement\"). Unless otherwise specifically indicated\nherein, where used herein \"Comprehensive Agreement\" shall refer to either the\nMarketing Alliance Agreement or the Joint Venture Agreement. All proposals,\nletters, agreements, points of proposed or actual agreements, \"Term Sheets\",\nmemos and charts used or exchanged in the negotiations either shall be reflected\nin the applicable Comprehensive Agreement or shall be deemed rejected, rescinded\nand void upon the end of negotiations. Nothing contained in this MOU shall be\ndeemed to limit the scope of the negotiations or the content of any\nComprehensive Agreement.\n\nThe parties acknowledge that Kanematsu is contemplating participating in the\nInfoseek Series E Preferred Stock financing which both parties anticipate will\nclose on or about the time of execution of the Marketing Alliance Agreement.\n\nI.   PHASE ONE OF THE INFOSEEK AND KANEMATSU STRATEGIC ALLIANCE\n     ----------------------------------------------------------\n\nA.   ALLIANCE STRUCTURE:\n\n     Joint marketing alliance.\n\nB.   PRODUCT\/SERVICE:\n\n     The initial Infoseek Japan service (\"Phase One Service\") will consist of\nthree major components:\n\n     i.    A command bar with Japanese relevant content\n\n     ii.   An indexing and search capability which will index and search\n           Japanese documents\n\n     iii.  A directory which will contain listings of Japanese sites with\n           reviews written in the Japanese language and a translation of the \n           Infoseek Guide directory (existing English language based directory) \n           into the Japanese\n\n                                     1 of 8\n\n\n     language.\n\n1.   Kanematsu will be responsible for acquiring third-party content to be\n     placed on the command bar of the Phase One Service and all costs associated\n     with such acquisition.\n\n2.   Kanematsu will be responsible for acquiring or licensing an indexing and\n     searching capability which will index and search for Japanese documents,\n     and all costs associated with such acquisition. This indexing and searching\n     capability will be deployed on the Phase One Service.\n\n3.   Kanematsu will be responsible for acquiring or licensing a directory which\n     will contain listings of Japanese sites with reviews written in the\n     Japanese language, and all costs associated with such acquisition.\n\n4.   Kanematsu will translate the existing Infoseek Guide directory (including\n     site label\/URL and site description\/review).\n\n5.   Infoseek will assist Kanematsu in adding third-party content to the\n     Infoseek Japan command bar.\n\n6.   Infoseek will assist Kanematsu in adding translation changes to the\n     Infoseek Japan directory, including assistance in adding listings of\n     Japanese sites with reviews written in the Japanese language.\n\n7.   Infoseek will be responsible for and perform the design and implementation\n     of the Phase One Service.\n\n8.   Kanematsu will provide the necessary level of business and engineering\n     resources required during Phase One to:\n\n     i.    license or acquire Japanese relevant third-party content\n\n     ii.   license or acquire an indexing and search capability to be deployed\n           on the Phase One Service\n\n     iii.  license or acquire directory listings of Japanese sites\n\n     iv.   translate existing Infoseek Guide Directory listing\n\n     All other aspects pertaining to the design, development and implementation\n     of the Phase One Service shall be the responsibility of Infoseek.\n\n9.   The Phase One Service will be operated by infoseek at the Infoseek facility\n     in the United States.\n\nC.  FINANCIAL:\n\n*    1. Kanematsu will pay Infoseek [ ] prior to the commencement of Phase One\n        for the design, implementation and operation of the Phase One Service; \n*       [   ] of which is associated with the purchase of dedicated equipment \n        for the Phase One Service (such equipment may be purchased directly or\n        leased by Infoseek, purchased directly or leased by Kanematsu). Any\n        purchased equipment will be owned by Kanematsu.\n\n     2. Both Infoseek and Kanematsu will sell advertising on the Phase One \n*       Service. If Infoseek sells advertising, Infoseek will receive [ ] of\n        net advertising revenues (net advertising revenues will be defined as\n        gross advertising revenues less applicable ad frequency discounts, \n\n\n- --------\n*   CONFIDENTIAL TREATMENT REQUESTED\n    FOR REDACTED PORTION\n\n                                     2 of 8\n\n        agency discounts, and ad sales commissions). If Kanematsu sells \n        advertising, Kanematsu will receive 25% of net advertising revenues.\n\n*    3. Kanematsu will receive [ ] of the net advertising revenues of the\n        Phase One Service as consideration for acquiring the content, licensing\n        or acquiring an indexing and search capability, licensing or acquiring\n        the directory listings, and translation of the Infoseek Guide Directory\n        listing.\n\n     4. It is Infoseek's assumption that a potential flat fee payment\n        arrangement between Infoseek and Infoseek's major distribution entity\n        will secure a position on the Phase Two Service (as defined below)\n        search page for Infoseek.\n\n     5. Both parties acknowledge that royalties and third party payments to\n        entities including, without limitation, distribution entities, may be\n        attributable to the Phase One Service and may be apportioned against\n        the remaining balance prior to the distribution to the parties. Both\n        parties will mutually agree to any such royalties and third party\n        payments attributable to the Phase One Service.\n\n*    6. Any remaining balance of the net advertising revenues shall be [ ] \n        Infoseek and Kanematsu.\n\n     7. In the event any internationalization engineering is performed, with\n*       Kanematsu's prior express [ ], during Phase One to prepare the [ ]\n        indexing and searching technology to be localized for the Phase Two\n*       Service, [ ] applicable costs for such engineering. Costs associated\n*       with this engineering effort [ ] and shall be limited to direct costs.\n\nD.      TRADEMARKS:   \n\n        All applicable Infoseek trademarks will be licensed to Kanematsu solely\n        for use in conjunction with the Phase One Service.  Infoseek retains\n        ownership of all Infoseek trademarks.\n\nE.   ALLIANCES:\n\n     1. Kanematsu will establish the necessary alliances to acquire third-party\n        content for the Phase One Service.\n\n*    2. Kanematsu will pursue an alliance with [ ] (which may include regional \n        and local advertising).\n\n*    3.  Infoseek will pursue an alliance with [ ] of the Phase One Service on \n*        the [ ] page for the Japanese version of the [ ].\n         \n\nF.   TECHNOLOGY OWNERSHIP:\n\n     1.  Ownership of any Infoseek technology, including but not limited to its\n         indexing and search capability, and any technology licensed or acquired\n         by Infoseek, and all applicable interfaces developed by Infoseek to\n         enable the translation efforts, will remain with Infoseek and its\n         licensors.\n\n     2.  Ownership of any Kanematsu technology, including but not limited to its\n         index and search capability, and any technology licensed or acquired \n\n- --------\n*   CONFIDENTIAL TREATMENT REQUESTED\n    FOR REDACTED PORTION\n\n                                     3 of 8\n\n         by Kanematsu, will remain with Kanematsu and its licensors.\n        \nG.   MANAGEMENT:\n\n     1.  Infoseek shall be responsible for the program management of the design,\n         implementation and operation of the Phase One Service which may include\n         management of Kanematsu personnel on loan to Infoseek.\n\n     2.  During the Phase One period and in anticipation of Phase Two, Infoseek\n         and Kanematsu will cooperate to appoint the management personnel\n         specified in the Phase Two portion of this MOU.\n\n     3.  During the Phase One period and in anticipation of Phase Two Kanematsu\n         shall organize and staff a working committee within Kanematsu to\n         promote Infoseek Japan, sell advertising, and prepare for the Phase Two\n         Service.\n\n     4.  Kanematsu and any members of its working committee, may assist Infoseek\n         in the operation of Phase One Services on an interim basis.\n\nH.   TERM OF PHASE ONE:\n\n     The term of Phase One shall be for a period ending upon the completion of\n*    the development of Infoseek's [ ] indexing and search technology which is\n*    anticipated to be the [ ]. At the end of such Phase One term both parties\n     anticipate transitioning to Phase Two as described below. In the event\n     Infoseek and Kanematsu agree that Phase One Service should be extended for\n     an additional period of time, such extension shall be subject to terms for\n     such extension, as may be mutually agreed upon in writing, including\n     without limitation additional financing for such extended Phase One period.\n\nII.  PHASE TWO OF THE INFOSEEK AND KANEMATSU STRATEGIC ALLIANCE\n     ----------------------------------------------------------\n     \nA.   ALLIANCE STRUCTURE:\n\n     A joint venture arrangement between Infoseek and Kanematsu to establish\n     Infoseek Japan (\"Infoseek Japan\"). The ownership ratio in Infoseek Japan\n*    would be [ ] Kanematsu and [ ] Infoseek Corporation. Such joint venture\n     arrangement (including, without limitation, the structure thereof will be\n     subject to further approval by Infoseek and Kanematsu and the Joint Venture\n     Agreement. Capitalization of such joint venture will be negotiated by\n     Infoseek and Kanematsu.  For such equity interest, it is anticipated that\n*    Kanematsu's [    ] that Infoseek's capital contribution for Infoseek Japan\n*    will be in the [ ].  The parties agree to explore this possibility in light\n     of U.S. and Japanese legal requirements.\n\nB.   PRODUCT\/SERVICE:\n\n     1.  In the second-phase Infoseek Japan Service (\"Phase Two Service\") the \n         Japanese language indexing and search technology acquired or licensed\n\n- --------\n*   CONFIDENTIAL TREATMENT REQUESTED\n    FOR REDACTED PORTION\n\n                                     4 of 8\n\n*    by Kanematsu during Phase One [ ] indexing and search technology for\n     indexing and searching for Japanese language documents.\n  \n     2.   Initially, the Phase Two Service may be operated by Infoseek at the\n          Infoseek facility in the United States. Within a schedule to be\n          determined, the Phase Two Service will be deployed in Japan.\n\nC.   TECHNOLOGY OWNERSHIP:\n\n     1.   Ownership of the Infoseek technology, including without limitation,\n          intellectual property (trademarks and look and feel), the indexing and\n          searching capabilities, all applicable interfaces developed by\n          Infoseek to enable the translation efforts, and derivative works based\n          thereon, will remain with Infoseek and Infoseek's licensors.\n\n     2.   Ownership of any Kanematsu technology, and derivative works based\n          thereon, included in the Phase Two localized product shall remain in\n          Kanematsu.\n\n     3.   Ownership of the User Interface of the Phase Two localized product\n          shall remain with Infoseek Japan.\n\n     4.   The Infoseek technology will be licensed to Infoseek Japan under a\n          collateral technology licensing agreement. The parties anticipate that\n*         such license arrangement will grant to Infoseek Japan an [ ], as\n          mutually agreed upon by Infoseek and Kanematsu, with respect to the\n          Infoseek technology for use on an Internet search service in Japan. It\n          is anticipated that such licensing arrangement will be long term.\n\n*    5.   [ ]\n\n     6.   The parties acknowledge that it is their intent to keep each party's\n          technology separate and to preserve the identification of the\n          respective technologies.\n\n     7.   In the event third party technology is licensed for Phase Two\n          Services, any costs, including but not limited to any royalties or\n          fees, shall be borne by Infoseek Japan.\n\nD.   FINANCIAL:\n\n*    1.   [ ] finance the internationalization engineering required to prepare\n*         the [    ] indexing and searching technology to be localized for the\n          Phase Two Service. Costs associated with this engineering effort will\n          be determined by Infoseek and Kanematsu and shall be limited to direct\n          costs.\n\n*    2.   Infoseek Japan will pay [ ] of net advertising revenues (net\n          advertising revenues will be defined as gross advertising revenues\n          less applicable ad frequency discounts, agency discounts, and ad sales\n          commissions) during Phase Two. Infoseek Japan will also pay Kanematsu\n*         [  ] of net advertising revenue during Phase Two.\n\n     3.   While the Phase Two Service is operated by Infoseek in the United\n*         States, Infoseek Japan will provide Infoseek with an [ ] of net\n          advertising revenue from the Phase Two Service. Infoseek Japan will\n          also fund the incremental equipment necessary to operate the Phase Two\n          Service in the United States.\n\n- --------\n*   CONFIDENTIAL TREATMENT REQUESTED\n    FOR REDACTED PORTION\n\n                                     5 of 8\n\n*     4.  Upgrades to the [ ]-based, translated indexing and search technology\n*         shall be provided to Infoseek Japan [                            ].\n*         Such charges shall be applicable to [ ] to the Japanese version of the\n*         [ ] technology and based on direct costs associated therewith.\n\n*     5.  During Phase Two, a portion of the Infoseek [ ].  Such portion to be \n          reasonably determined by Infoseek and Kanematsu on a pro-rata \n          apportionment.\n\n      6.  Both parties acknowledge that royalties and third party payments to\n          entities including, without limitation, distribution entities, may be\n          attributable to the Phase Two Service and may be apportioned against\n          the remaining balance prior to the distribution to the parties.\n\n      7.  Any remaining balance of the net advertising revenues shall remain\n          with Infoseek Japan.\n\n E.   MANAGEMENT:\n\n      1.  Infoseek Japan manages relationships with strategic partners and\n          alliances in Japan (i.e. content providers, service providers),\n          promotes distribution and supports the translation efforts, offers\n          ongoing local technical support, and oversees the ongoing Phase Two\n          Service.\n\n      2.  Infoseek manages technology direction, provides assistance in on-going\n          design matters and U.S. technical support.\n\n      3.  Infoseek Japan manages general day-to-day operation of Infoseek Japan.\n\n      4.  Kanematsu will appoint Infoseek Japan operations and finance personnel\n          and will secure and\/or provide all financial support of the ongoing\n          operating costs of Infoseek Japan.\n\n      5.  At a minimum, Infoseek retains the right to appoint the lead \n          management positions of Corporate Marketing, Advertising, Direct \n          Marketing, and Editorial. Infoseek shall also participate in the \n          selection of Engineering management personnel.\n\n      6.  Infoseek retains the right to a) appoint a U.S. representative\n          director(s) on the Infoseek Japan board to work in conjunction with a\n          Japanese counterpart(s) and b) appoint the appropriate number of\n          directors for the Infoseek Japan Board of Directors according to its\n          ownership equity ratio of Infoseek Japan.\n\n      7.  Appropriate mutually agreeable provisions regarding protection of the\n          parties' interests in the joint venture will be added.\n\n F.   TRADEMARKS:\n\n      All applicable Infoseek trademarks will be licensed to Infoseek Japan\n      solely for use in conjunction with the Phase Two Service. Infoseek retains\n      ownership of all Infoseek trademarks.\n\n G.   SCHEDULE:\n\n      To be determined.\n\n III. GENERAL\n      -------\n\n\n --------\n*   CONFIDENTIAL TREATMENT REQUESTED\n    FOR REDACTED PORTION\n\n\n                                     6 of 8\n\nA.   Each party shall bear its own expenses and costs with regard to all\n     negotiations and activities relating to this MOU.\n\nB.   Notwithstanding any other provision of this MOU, to the extent the\n     provisions of the Infoseek Mutual Confidential Disclosure Agreement dated\n     January 20, 1996 (\"CDA\") conflict with the terms of this MOU, the CDA shall\n     control.\n\nC.   Unless either party sooner terminates this MOU, with or without cause, or\n*    unless the Marketing Alliance Agreement is not entered into on or before \n     March 29, 1996, this MOU will continue in effect until August 31, 1996. \n     Continuation of negotiations beyond these respective dates shall be \n     formally agreed upon in writing by the parties to extend the term for the \n     duration of negotiations. \n\nD.   Upon expiration or termination of this MOU, in the absence of a subsequent\n     Comprehensive Agreement, only Section III B of this MOU and Section III E\n     shall survive and continue.\n\nE.   Neither party shall make a claim against, nor be liable to, the other for\n     actual or consequential damages, including but not limited to lost profits,\n     suffered by it because of any performance or failure to perform any\n     obligations hereunder, or for termination of negotiations without a\n     Comprehensive Agreement. The foregoing limitation shall not be construed to\n     apply to claims arising separately from this MOU and negotiations hereunder\n     or actions under or with respect to unrelated or superseding contracts or\n     agreements. Nothing in this MOU obligates either party to sell or purchase\n     any item from the other party, nor to enter into any Comprehensive\n     Agreement.\n\nF.   No obligation, covenant, or agreement relating to this MOU shall be binding\n     until any of the Comprehensive Agreements are approved and signed by\n     Kanematsu and Infoseek.\n\nG.   Both parties agree that this MOU is the complete and exclusive statement of\n     understanding between the parties and supersedes all prior agreements,\n     whether oral or written, with respect to the subject matter hereof.\n\n\n\n                                     7 of 8\n\nACCEPTED AND AGREED TO:                      ACCEPTED AND AGREED TO:\n\nINFOSEEK CORPORATION                         KANEMATSU CORPORATION\nIN SANTA CLARA, CALIFORNIA USA               IN TOKYO, JAPAN\n\n\nBy:                                          By: \n    -----------------------------------          -----------------------------\n    Authorized Signature                         Authorized Signature\n\n\nName: ROBERT JOHNSON                         Name: MASAAKI TAKEUCHI\n      ---------------------------------            ---------------------------\n      Print                                        Print\n\nTitle:  CEO                                  Title:  General Manager\n        -------------------------------              Computer Communication\n                                                     &amp; Aircraft Div.\n                                                     -------------------------\n\nDate:  March 30, 1996                        Date:  March 11, 1996\n       --------------------------------             --------------------------\n\n\n\n                                     8 of 8\n\n\n\n TYPE:  EX-10.49\n SEQUENCE:  12\n DESCRIPTION:  MARKETING ALLIANCE AGREEMENT W\/ KANEMATSU 4\/11\/96\n\n\n\n                                                                  EXHIBIT 10.49\n\n\n                           *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL\n                           PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES\n                           AND EXCHANGE COMMISSION.\n\n\n                          MARKETING ALLIANCE AGREEMENT\n\n     This Marketing Alliance Agreement (\"Agreement\") is entered as of April 11,\n1996 by and between Infoseek Corporation (\"Infoseek\"), a California corporation\nwith its principal place of business at 2620 Augustine Drive, Suite 250, Santa\nClara, California 95054 (facsimile number: 408-986-1889), and Kanematsu\nCorporation (\"Kanematsu\"), a Japanese corporation with its principal place of\nbusiness at 2-1, Shibaura 1-Chome, Minato-ku, Tokyo 105-05 (facsimile number:\n011-81-3-5440-6524).\n\nI.   BACKGROUND\n\n     Infoseek and Kanematsu intend to pursue a two-phase strategic alliance.\n     This Marketing Alliance Agreement comprises the first phase of the alliance\n     whereby Infoseek and Kanematsu Corporation agree to jointly develop, deploy\n     and operate the Japanese-language Infoseek service described below (\"Phase\n     One Service\"). In the second phase of the alliance (\"Phase Two Service\"),\n     Infoseek and Kanematsu intend to enter into a Joint Venture Agreement to\n     create \"Infoseek Japan JV,\" a joint venture corporation in Japan, which\n     will deploy and operate a second generation Infoseek Japan search service\n     utilizing an internationalized indexing and searching technology (\"Moby\n     Technology\") intended to be developed and financed during the Phase One\n     Service. This Agreement sets forth the terms and conditions of the first\n     phase of the strategic alliance and the exchange of information and conduct\n     of the parties for the Phase One Service. Furthermore, the parties\n     acknowledge that Kanematsu will be participating, on the same terms as the\n     other investors, in the Infoseek Series E Preferred Stock financing, which\n     the parties anticipate will close on or about the time of execution of this\n     Agreement. This Agreement does not create any obligations, other than those\n     created in the MOU, of either party with respect to Phase Two Service or\n     the Joint Venture Agreement; Phase Two Service and the Joint Venture\n     Agreement are subject to negotiation under the terms of the March 11, 1996\n     Memorandum of Understanding (\"MOU\") between the parties which,\n     notwithstanding Section M(1) hereof, remains in effect and in existence in\n     accordance with its terms insofar as it relates to the Phase Two Service\n     and the Joint Venture Agreement.\n\nII.  PHASE ONE SERVICE OF THE INFOSEEK AND KANEMATSU STRATEGIC ALLIANCE\n\nA.   PRODUCT\/SERVICE:\n\n     The Phase One Service will consist of three major components:\n\n     i.    a command bar with Japanese relevant content,\n\n     ii.   an indexing and search capability which will index and search\n           Japanese documents and\n\n     iii.  a directory which will contain listings of Japanese sites with\n           reviews written in the Japanese language and a translation of the\n           Infoseek Guide Directory into the Japanese language (\"Infoseek Guide\n           Directory\" is defined as Infoseek's current English language based\n           directory).\n\n     1.    Kanematsu will be responsible for acquiring, on a continuing basis,\n           third-party content to be placed on the command bar of the Phase One\n           Service and all costs associated with such acquisition.\n\n     2.    Kanematsu will be responsible for acquiring or licensing a third\n           party indexing and searching capability which will index and search\n           for Japanese documents,\n\n           and all costs associated with such acquisition. This indexing and\n           searching capability will be deployed on the Phase One Service.\n\n     3.    Kanematsu will be responsible for acquiring or licensing, on a\n           continuing basis, third party directories for use in the Phase One\n           Service which will contain listings of Japanese sites with reviews\n           written in the Japanese language, and all costs associated with such\n           acquisition.\n\n     4.    Kanematsu will be responsible for translating the existing Infoseek\n           Guide Directory for use in the Phase One Service (including site\n           label\/title and site descriptions\/reviews).\n\n     5.    Infoseek will assist Kanematsu in adding third-party content to the\n           Infoseek Japan command bar.\n\n     6.    Infoseek will assist Kanematsu in adding translation changes to the\n           Infoseek Japan directory, including assistance in adding listings of\n           Japanese sites with reviews written in the Japanese language.\n\n     7.    Infoseek will have the overall responsibility for the design,\n           implementation and operation of the Phase One Service, including the\n           incorporation of the Kanematsu acquired or licensed third-party\n           content and technology into the Phase One Service; accordingly,\n           Kanematsu's activities under Sections A(1), A(2), A(3) and A(4) will\n           be subject to the reasonable approval of Infoseek.\n\n     8.    Kanematsu agrees to (i) assist Infoseek in understanding the Japanese\n           market and the Kanematsu acquired or licensed third-party content and\n           technology and (ii) provide the necessary level of business and\n           engineering resources required during the Phase One Service to\n           implement Sections A(1), A(2), A(3) and A(4), namely to, without\n           limitations:\n\n            i.    license or acquire Japanese relevant third-party content,\n\n            ii.   license or acquire third-party directory listings of Japanese\n                  sites,\n\n            iii.  license or acquire third-party indexing and search capability\n                  to be deployed on the Phase One Service and\n\n            iv.   translate the existing Infoseek Guide Directory listings.\n\n            Any payments to third parties in connection with anything acquired\n            or licensed from a third-party, as contemplated above, whether in\n            connection with up-front fees, royalties or otherwise will be borne\n            by Kanematsu and Kanematsu will indemnify Infoseek from any damages,\n            liabilities, costs, expenses and attorneys fees in connection with\n            any claim of infringement, misappropriation or otherwise in\n            connection therewith or with anything else provided by Kanematsu.\n            Infoseek will similarly indemnify Kanematsu from third party claims\n            of infringement or misappropriation by anything provided by Infoseek\n            to Kanematsu.\n\n     9.    The Phase One Service shall be operated by Infoseek at an Infoseek\n           facility in the United States.\n\nB.   FINANCIAL:\n\n     1.    Within five (5) days after the date this Agreement is signed by the\n*          parties, Kanematsu will make a non-refundable payment to Infoseek of\n           [        ], which is intended to fund the direct costs of the design,\n           implementation and operation\n\n- ---------------\n\n* CONFIDENTIAL TREATMENT REQUESTED\n  FOR REDACTED PORTION\n\n                                        2\n\n\n\n*          of the Phase One Service; up to [ ] of which is associated with the\n           purchase of dedicated equipment for the Phase One Service. This\n           equipment may be purchased directly or leased by Infoseek as\n           determined by Infoseek or purchased directly or leased by Kanematsu,\n           whichever is more cost effective for the parties. Any purchased\n           equipment will be owned by Kanematsu. Infoseek has provided Kanematsu\n           with a rough breakdown of currently anticipated cost categories.\n\n     2.    Both Infoseek and Kanematsu will sell advertising on the Phase One\n           Service pursuant to standard mutually agreed upon terms, conditions\n           and policies; provided that neither party may make any commitment on\n           the other party's behalf. Kanematsu shall forward any advertising\n           order to Infoseek for acceptance and implementation. Each party\n           will be responsible for collecting on advertising it sells. If\n*          Infoseek sells advertising, Infoseek will receive [ ] of the Net\n           Advertising Revenues from advertising which Infoseek sells (\"Net\n           Advertising Revenues\" is defined as the gross advertising revenues\n           actually received less any applicable advertising frequency\n           discounts, advertising agency discounts, advertising sales\n           commissions, refund, rebates and other standard deductions). If\n*          Kanematsu sells advertising, Kanematsu will receive [ ] of Net\n           Advertising Revenues from advertising for which Kanematsu forwarded\n           firm orders. However, neither party will be entitled under this\n*          Section B(2) to [ ] of Net Advertising Revenue from advertising [ ]\n*          those specified in the [ ] applicable [ ] for the Phase One Service.\n*          (Until a separate suggested [ ] is mutually agreed, Infoseek's\n*          current [            ] will be used.)\n\n*    3.    Notwithstanding the [ ] Kanematsu may receive pursuant to Section\n*          B(2), Kanematsu will receive [ ] of the Net Advertising Revenues of\n           the Phase One Service as consideration for acquiring the content,\n           licensing or acquiring an indexing and search capability, licensing\n           or acquiring the directory listings, and translation of the Infoseek\n           Guide Directory listings.\n\n     4.    It is Infoseek's assumption under this Agreement and the MOU that a\n *         [ ] arrangement between Infoseek and Infoseek's major distribution\n *         entity will [ ] for the Phase One Service and Phase Two Service on\n           such distributor's search page. If this flat fee payment arrangement\n           is made, then any expenses associated with this arrangement will not\n           be deducted from the Net Advertising Revenue during the Phase One\n           Service. If a flat fee payment arrangement is not made, the above\n           percentages, as well as the MOU's allocations, to which Kanematsu is\n           entitled may have to be adjusted downward. Such adjustment shall be\n           mutually agreed upon by both parties. Such agreement shall not be\n           unreasonably withheld or delayed.\n\n     5.    Both parties acknowledge that royalties and third party payments paid\n           by Infoseek to entities including, without limitation, distribution\n           entities (other than the major distribution entity referred to in\n           Section B(4) above), may be attributable to the Phase One Service and\n           may be apportioned against the remaining balance of the Net\n           Advertising Revenues prior to the distribution to the parties.\n           (However, any payments Kanematsu is required to bear under Section A\n           hereof, except for mutually agreed payments to content providers\n           based on Net Advertising Revenues, will not be so apportioned.) Both\n           parties will mutually agree in writing and in advance to any such\n           royalties and third party payments attributable to the Phase One\n           Service.\n\n\n- ----------------------------------------\n*CONFIDENTIAL TREATMENT REQUESTED\n FOR REDACTED PORTION\n\n                                        3\n\n\n     6.    Any remaining balance of the Net Advertising Revenues shall be shared\n           on an equal basis by Infoseek and Kanematsu.\n\n     7.    Any internationalization engineering performed by Infoseek during the\n*          Phase One Service term, with [ ] as to cost to prepare and develop\n*          the Moby Technology to be localized for the Phase Two Service, [ ].\n           Costs associated with this engineering effort will be determined by\n           Infoseek and shall be limited to direct costs. If the Phase Two\n           Service is implemented, Infoseek shall grant a royalty-free (except\n           as provided in Section II.C.7 of the MOU) license to the relevant\n           Infoseek technology to Infoseek Japan JV for the Phase Two Service,\n           in accordance with Section II.C.4 of the MOU. If the Phase Two\n           Service is not implemented and the parties cannot agree on a\n *         mutually satisfactory licensing arrangement, [         \n *                                                                   ].\n\n     8.    Within thirty (30) days after the end of each calendar quarter, each\n           party will provide the other with its calculation of Net Advertising\n           Revenues and apportionment with respect thereto in detail. Within an\n           additional thirty (30) days thereafter, the parties will reconcile\n           their accounts and make payments (i) to effect the foregoing\n           allocation of Net Advertising Revenues and (ii) to ensure that each\n           party is reimbursed for the portion borne by it of amounts deducted\n           in determining Net Advertising Revenues or apportioned against Net\n           Advertising Revenues. All payments between the parties will be made\n           in U.S. dollars and all conversions from yen will be calculated based\n           on the mean of the exchange rates quoted in the New York Wall Street\n           Journal for the first day of the applicable quarter and the last day\n           of the applicable quarter. Each party shall have the right, at its\n           own expense, during the term of this Agreement and for one (1) year\n           thereafter, to hire an independent public accountant, reasonably\n           acceptable to the other, to examine the relevant financial books and\n           records of the other at normal business hours, upon reasonable notice\n           to determine or verify the calculation and apportionment of Net\n*          Advertising Revenues. If errors of [ ] percent [ ] or more in the\n           other party's favor are discovered as a result of such examination,\n           the other party shall bear the expense of such examination and pay\n           the deficiency immediately. As a condition to such examination, the\n           independent public accountant shall execute a written agreement,\n           reasonably satisfactory in form and substance, to maintain in\n           confidence all information obtained during the course of any such\n           examination, except for disclosure to the hiring party as necessary\n           to evidence improper calculation or apportionment of Net Advertising\n           Revenues.\n\n     9.    It is currently anticipated that if the Phase Two Service is\n*          implemented, Kanematsu shall [  ] incurred pursuant to Sections [ ]\n*          and [ ] of this Agreement from Infoseek Japan JV, subject to\n*          financing for such [ ] being made available to Infoseek Japan JV\n*          from Kanematsu over [ ] period beginning on the [ ] of the Joint\n*          Venture Agreement at a [ ] rate and on [ ] to be [ ] between\n           Kanematsu and Infoseek Japan JV.\n\n C.   TRADEMARKS:\n\n      All applicable Infoseek trademarks and service marks will be licensed to\n      Kanematsu solely for use in advertising brochures and other promotional\n      material in conjunction with the Phase One Service, all subject to the\n      reasonable approval of Infoseek. Infoseek retains ownership of all\n      Infoseek trademarks and service marks. Kanematsu agrees to\n\n\n- ------------------------ ---------------\n * CONFIDENTIAL TREATMENT REQUESTED\n   FOR REDACTED PORTION\n\n                                         4\n\n     utilize the Infoseek trademarks and service marks according to Infoseek's\n     current guidelines.\n\n D.  ALLIANCES:\n\n     1.    Kanematsu will pursue the necessary alliances to acquire third-party\n           content for the Phase One Service.\n\n     2.    Kanematsu will pursue an alliance with Dentsu for advertising sales\n           and NTT for business listings (which may include regional and local\n           advertising).\n\n*    3.    Infoseek will [ ] for premier listing of the Phase One Service on\n*          the [ ] page for the Japanese version of the [ ].\n\n E.  TECHNOLOGY OWNERSHIP:\n\n     1.    Ownership of any Infoseek technology, including but not limited to\n           its indexing and search capability, and any technology licensed or\n           acquired by Infoseek, and all applicable interfaces developed by\n           Infoseek to enable the translation efforts, will remain with Infoseek\n           and its licensors. Furthermore, Infoseek shall exclusively own all\n           right, title and interest (including patent rights, copyrights, trade\n           secret rights, and other rights throughout the world) in any\n           inventions, works of authorship, ideas or information made or\n           conceived or reduced to practice, during the term of this Agreement,\n           by Kanematsu personnel that are loaned to Infoseek as contemplated by\n           Section H(1) or that otherwise assist Infoseek in connection with the\n           subject matter of this Agreement or the Moby Technology.\n\n            i.    Kanematsu hereby makes and will provide all assignments\n                  necessary to accomplish the foregoing ownership provision and\n                  agrees to assist Infoseek, at Infoseek's expense, in every\n                  proper way to evidence, record and perfect the assignment and\n                  to apply for and obtain recordation of and from time to time\n                  enforce, maintain, and defend such proprietary right.\n\n            ii.   Any assignment of copyright hereunder includes all rights of\n                  paternity, integrity, disclosure and withdrawal and any other\n                  rights that may be known as or referred to as \"moral rights\"\n                  (collectively \"Moral Rights\"). To the extent such Moral Rights\n                  cannot be assigned under the applicable law, the assigning\n                  party hereby waives such Moral Rights and consents to any\n                  action consistent with the terms of this Agreement that would\n                  violate such Moral Rights in the absence of such consent. The\n                  assigning party will obtain and confirm any such waivers and\n                  consents from time to time as requested by the other party.\n\n     2.    Except as provided in Section E(1), ownership of any Kanematsu\n           technology, including but not limited to its index and search\n           capability, and any technology licensed or acquired by Kanematsu,\n           will remain with Kanematsu and its licensors. However, if any\n           developments or ideas assigned to Infoseek under Section E(1) cannot\n           be reasonably made, used, reproduced or distributed without using or\n           violating the intellectual property rights in the technology owned by\n           Kanematsu and not assigned hereunder, Kanematsu hereby grants the\n           Infoseek a perpetual, worldwide, royalty-free, non-exclusive,\n           sublicensable right and license to exploit and exercise all such\n           technology rights, except those technology rights related to indexing\n           and searching technology acquired by Kanematsu pursuant to fulfilling\n           its obligation in Section A(2). \n\n- ---------------\n\n* CONFIDENTIAL TREATMENT REQUESTED\n  FOR REDACTED PORTION\n\n                                        5\n\nF.   CONFIDENTIALITY:\n\n     1.    Kanematsu agrees that all code, inventions, algorithms, know-how and\n           ideas and, if in (or, within 30 days of disclosure, reduced to)\n           tangible form and marked as \"Confidential\" or \"Proprietary,\" all\n           other business, technical and financial information it obtains from\n           Infoseek, shall be the Proprietary Information of Infoseek. Infoseek\n           agrees that any marketing techniques or information it obtains from\n           Kanematsu that are in (or, within 30 days of disclosure are reduced\n           to) tangible form and marked \"Confidential\" or \"Proprietary\" shall be\n           the Proprietary Information of Kanematsu. Except as expressly and\n           unambiguously allowed herein, each party will hold in confidence and\n           not use or disclose any of the other party's Proprietary Information\n           and shall similarly bind its employees in writing. Neither party\n           shall be obligated under this Section F with respect to information\n           it can document:\n\n            i.    is or has become readily publicly available without\n                  restriction through no fault of the receiving party or its\n                  employees or agents; or\n\n            ii.   is received by it without restriction from a third party\n                  lawfully in possession of such information and lawfully\n                  empowered to disclose such information; or\n\n            iii.  was rightfully in the possession of the receiving party\n                  without restriction prior to its disclosure by the disclosing\n                  party; or\n\n            iv.   was independently developed by employees or consultants of the\n                  receiving party without access to the disclosing party's\n                  Proprietary Information.\n\n            Notwithstanding the foregoing, anything assigned by Kanematsu to\n            Infoseek in connection with this Agreement shall be deemed the\n            Proprietary Information of Infoseek disclosed by Infoseek to\n            Kanematsu and exceptions (iii) and (iv) above will not be applicable\n            thereto.\n\n     2.    Each party acknowledges that any disclosure or unauthorized use of\n           the other party's Proprietary Information will constitute a material\n           breach of this Agreement and cause substantial harm to such other\n           party for which damages would not be a fully adequate remedy, and,\n           therefore, in the event of any such breach, in addition to other\n           available remedies, such other party shall have the right to obtain\n           injunctive relief.\n\nG.   LIMITED LIABILITY:\n\n     1.    NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, EXCEPT\n           UNDER SECTION F, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY\n           SECTION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT\n           LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR\n           CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER.\n\nH.   MANAGEMENT:\n\n     1.    Infoseek shall be responsible for the program management of the\n           design, development and operation of the Phase One Service, which may\n           include management of Kanematsu personnel loaned to Infoseek at\n           Infoseek's request (such personnel will remain employees of Kanematsu\n           and Kanematsu will be\n\n                                        6\n\n           responsible for compensation, insurance, tax withholding and all\n           other matters with respect to such employees); Infoseek may terminate\n           the loan of any Kanematsu personnel at any time at its will.\n           Employees of Kanematsu who are on loan to Infoseek do not have any\n           power or authority whatsoever to enter into any contract or\n           agreements with, or make any commitment to, Infoseek on Kanematsu's\n           behalf, unless expressly authorized to do so by Kanematsu.\n\n     2.    During the Phase One Service period and in anticipation of the Phase\n           Two Service, Infoseek and Kanematsu will cooperate to appoint the\n           management personnel for the Phase Two Service.\n\n     3.    During the Phase One Service period, Kanematsu shall organize and\n           staff a working committee (\"Working Committee\") within Kanematsu to\n           promote Infoseek Japan, sell advertising, and prepare for the Phase\n           Two Service.\n\n     4.    Kanematsu and any members of its Working Committee, may assist\n           Infoseek, at Infoseek's request, in the operation of the Phase One\n           Service on an interim basis.\n\nI.   TERM AND TERMINATION:\n\n     1.    The term of the Phase One Service shall be for a period ending upon\n           the completion of the development of Infoseek's Moby Technology which\n           is anticipated to be the end of July 1996. At the end of the Phase\n           One Service term both parties anticipate transitioning to the Phase\n           Two Service. In the event Infoseek and Kanematsu agree that the Phase\n           One Service should be extended beyond July 1996, such extension shall\n           be subject to terms for such extension as may be mutually agreed upon\n           in writing, including without limitation, additional financing for\n           such extended Phase One Service period.\n\n     2.    Either party may terminate this Agreement upon 30 days written notice\n           if the assumption made in Section B(4) does not materialize or any\n           financial arrangement or adjustment referred to in Section B is\n           materially wrong or cannot be agreed upon or if such party is\n           otherwise materially losing money on the Phase One Service.\n\n     3.    If either party should materially breach a material provision of this\n           Agreement, the other may terminate this Agreement upon 60 days\n           written notice unless the breach is cured within the notice period.\n\n     4.    Responsibilities for payments to third parties, indemnities and\n           accrued payments, as well as Sections E, F, G and J through M will\n           survive any expiration or termination of this Agreement.\n\nJ.   RELATIONSHIP OF THE PARTIES:\n\n     Notwithstanding any provision hereof, for all purposes of this Agreement\n     each party shall be and act as an independent contractor and not as\n     partner, joint venturer, or agent of the other and shall not bind nor\n     attempt to bind the other to any contract or obligation.\n\nK.   ASSIGNMENT:\n\n     Neither party shall have any right or ability to assign, transfer, or\n     sublicense any obligations or benefits under this Agreement without the\n     written consent of the other\n\n                                        7\n\n     except that a party may assign and transfer this Agreement and its rights\n     and obligations hereunder to any third party who succeeds to substantially\n     all its business or assets.\n\n L.  NOTICE:\n\n     Notices under this Agreement shall be sufficient only if personally\n     delivered, sent by confirmed facsimile, delivered by a major commercial\n     rapid delivery courier service or mailed by certified or registered mail,\n     return receipt requested to a party at its addresses set forth herein or as\n     amended by notice pursuant to this subsection. If not received sooner,\n     notice by mail shall be deemed received 5 days after deposit in the U.S.\n     mails.\n M.  MISCELLANEOUS:\n\n     1.    This Agreement supersedes all proposals, oral or written, all\n           negotiations, conversations, or discussions between or among parties\n           relating to the subject matter of this Agreement and all past dealing\n           or industry custom. The failure of either party to enforce its rights\n           under this Agreement at any time for any period shall not be\n           construed as a waiver of such rights. No changes or modifications or\n           waivers are to be made to this Agreement unless evidenced in writing\n           and signed for and on behalf of both parties.\n\n     2.    During the term of this Agreement and for eighteen months thereafter,\n           neither party will encourage or solicit any employee or consultant to\n           leave the employ of the other party; the foregoing does not prohibit\n           mass media advertising not specifically directed towards the other\n           party's employees or consultants.\n\n*    3.    Both parties agree that [ ] of this Agreement or, [ ] the MOU is [ ],\n           neither party nor any affiliate thereof, will engage in any\n*          Internet [ ] or Internet [ ] business or activity (or preparation\n*          therefor) specifically directed to [ ] or [ ] markets other than\n           pursuant to this Agreement, or assist or encourage any other person\n*          or organization in doing so. This will not prevent [ ] from accepting\n*          [ ] in connection with an [ ] service not specifically [ ] on [ ].\n\n     4.    In the event that any provision of this Agreement shall be determined\n           to be illegal or unenforceable, that provision will be limited or\n           eliminated to the minimum extent necessary so that this Agreement\n           shall otherwise remain in full force and effect and enforceable.\n\n     5.    Both parties agree that no press releases or other publicity relating\n           to the existence or substance of the matters contained herein will be\n           made without the joint approval of the parties.\n\n     6.    This Agreement shall be governed by and construed under the laws of\n           the State of California and the United States without regard to\n           conflicts of laws provisions thereof and without regard to the United\n           Nations Convention on Contracts for the International Sale of Goods.\n           Any disputes will be settled by arbitration in Santa Clara,\n           California (which arbitration shall be binding and enforceable in any\n           court of competent jurisdiction) in accordance with the rules of the\n           American Arbitration Association (AAA). In any action or proceeding\n           to enforce rights under this Agreement, the prevailing party shall be\n           entitled to recover costs and attorneys' fees.\n\n ---------------\n\n * CONFIDENTIAL TREATMENT REQUESTED\n   FOR REDACTED PORTION\n\n                                        8\n\n\n\n     7.    The rights and remedies of a party set forth herein with respect to\n           failure of the other to comply with the terms of this Agreement\n           (including, without limitation, rights of full termination of this\n           Agreement) are not exclusive, the exercise thereof shall not\n           constitute an election of remedies and the aggrieved party shall in\n           all events be entitled to seek whatever additional remedies may be\n           available in law or in equity.\n\n     8.    No liability or loss of rights hereunder shall result to either party\n           from delay or failure in performance (other than payment) caused by\n           force majeure, that is, circumstances beyond the reasonable control\n           of such party.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nset forth above.\n\n\nINFOSEEK CORPORATION\nin Santa Clara, California, USA\n\n\nBy\n  -------------------------------\n\nName  ROBERT E. L. JOHNSON\n    -----------------------------\n\nTitle  April 11, 1996\n     ----------------------------\n\n\nKANEMATSU CORPORATION\nin Tokyo, Japan\n\n\nBy\n  -------------------------------\n\nName  MASAAKI TAKEUCHI\n    -----------------------------\n\nTitle  General Manager\n       Computer Communication &amp; Aircraft Div.\n     -------------------------------------\n\n\n\n\n\n                                        9\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7854],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9617],"class_list":["post-42572","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-infoseek-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42572","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=42572"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42572"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42572"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42572"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}