{"id":42808,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/software-license-agreement-infoseek-corp-and-nynex-information.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"software-license-agreement-infoseek-corp-and-nynex-information","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/software-license-agreement-infoseek-corp-and-nynex-information.html","title":{"rendered":"Software License Agreement &#8211; Infoseek Corp. and NYNEX Information Technologies Co."},"content":{"rendered":"<pre>                                          * CONFIDENTIAL TREATMENT REQUESTED.   \n                                            CONFIDENTIAL PORTION HAS BEEN FILED\n                                            SEPARATELY WITH THE SECURITIES AND \n                                            EXCHANGE COMMISSION.\n\n\n                           SOFTWARE LICENSE AGREEMENT\n\n  This Agreement is made and entered into by and between Infoseek Corporation\n  (\"Infoseek\"), a corporation organized under the laws of the State of\n  California, with its principal place of business at 2620 Augustine Drive,\n  Santa Clara, CA 95054 and NYNEX Information Technologies Company (\"Licensee\"),\n  a corporation organized under the laws of the State of Delaware with its\n  principal place of business at 35 Village Road, Middleton, MA 01949 and is\n  effective the date it is executed by Infoseek (\"Effective Date\").            \n                                                                               \n  DEFINITIONS                                                                  \n                                                                                \n *A.      [                                                                     \n                                                                               \n                                                                             ] \n\n  B.       \"Derivative Work(s)\" means a work which has been created based upon \n           Licensed Software, or documentation related to the Licensed Software,\n           such as a portation, localization, enhancement, improvement,\n           revision, modification, translation, abridgment, condensation,\n           expansion, or any other form, including a new work in which the\n           Licensed Software or such documentation may be recast, transformed or\n           adapted, which, if prepared, used and\/or distributed in the absence\n           of appropriate authorization, would constitute an infringement of the\n           owner's intellectual property rights.            \n\n  C.       \"Documentation\" means the documentation described in Exhibit A.\n\n  D.       \"Licensed Software\" means the software in binary code form specified\n           in Exhibit A and any Revisions of the Licensed Software (as\n           hereinafter defined), received by Licensee from Infoseek pursuant to\n           this Agreement. Licensee understands and acknowledges that portions\n           of the Licensed Software may be licensed by Infoseek from third\n           parties (\"Third Party Portions\") and that Infoseek's performance\n           hereunder is subject thereto. Infoseek agrees to use reasonable best\n           efforts to enter into applicable third party licenses consistent with\n           this Agreement, and to obtain an indemnification by the applicable\n           Third Party of Licensee and Sublicensees against infringement by the\n           Third Party Portions substantially consistent with the\n           indemnification provision provided by Infoseek in Sections 7.1 (other\n           than the last sentence) and 7.2 hereof. \n\n  E.       \"Revisions of the Licensed Software\" means modifications to or\n           revisions of the Licensed Software, in binary code form, that\n           incorporate changes, enhancements, and upgrades to the functions and\n           capabilities of the Licensed Software made by Infoseek, if any, as\n           may be provided to Licensee pursuant to this Agreement. Licensee\n           shall have the option to license from Infoseek Revisions of the\n           Licensed Software, subject to the terms specified in Exhibit B. All\n           Revisions of the Licensed Software provided to Licensee shall be\n           considered to be Licensed Software and shall be subject to all terms\n           and conditions of this Agreement.\n \n  In consideration of the mutual covenants contained in this Agreement, Infoseek\n  and Licensee agree as follows:                                     \n                                                                   \n  1.       LICENSE GRANT TO LICENSEE                                   \n                                                                        \n           1.1      Subject to the provisions of this Agreement, including all\n                    Exhibits, Infoseek grants to Licensee a personal, worldwide,\n                    non-exclusive, non-transferable (except as specified in\n                    Section 1.1 c below), non-assignable (except as specified in\n                    Section 15 below) right to:                         \n\n\n- -------------\n* CONFIDENTIAL TREATMENT REQUESTED                                           \n  FOR REDACTED PORTION                                             \n\n                                     1 of 25\n\n                  a.       use and reproduce the Licensed Software solely for\n                           the purpose specified in Paragraph 1.2 below, in any\n                           medium. The license granted hereunder is solely for\n                           Licensee's internal use; and\n\n                  b.       use the Documentation related to the Licensed\n                           Software solely in conjunction with the\n                           permitted use of the Licensed Software; and\n\n                  c.       Licensee may sublicense the Licensed Software, to any\n                           Affiliate as defined in Section 15 below\n                           (\"Sublicensee\") provided that (i) Licensee gives\n                           Infoseek at least thirty (30) days prior written\n                           notice of such sublicense, (ii) the Sublicensee\n                           agrees to be bound by, and Licensee shall ensure that\n                           Sublicensee shall perform, all the provisions of this\n                           Agreement applicable to Licensee, provided, however,\n                           that such Sublicensees shall have no right to further\n                           sublicense the Licensed Software, and Sublicensee\n                           shall be subject to all restrictions and limitations\n                           as apply to Licensee; and (iii) the Sublicensee\n                           prominently displays the Guide Icon as a link to\n       *                   the Service on a significant page of [   ] Such link\n                           will be no less prominent than any other link to a\n                           general Internet or Intranet search service or any\n                           service which is directly competitive to a\n                           then-current significant component of the Service.\n\n       *  1.2     Licensee may use the Licensed Software [   ] including a [   ]\n       *          in conjunction with an Internet-based [   ], including \"Big\n       *          Yellow\". Big Yellow as used herein means the [   ] owned and\n                  operated by Licensee or a Sublicensee pursuant to Section 1.1\n                  c. above. Nothing in this Agreement shall be construed as\n                  granting license rights to Licensee to the Licensed Software\n       *          for [   ], including, without limitation, a [   ] or [   ],\n                  without the prior written permission of Infoseek.\n\n         1.3      Licensee shall have the right to make as many copies of the\n                  Licensed Software as are necessary or appropriate for purposes\n                  of exercising its license rights under this Agreement, but\n                  agrees that all such copies will contain the copyright notices\n                  and any other reasonable and appropriate propriety markings or\n                  confidential legends that appear in the Licensed Software.\n\n         1.4      Licensee agrees pursuant to this Agreement not to decompile,\n                  reverse engineer, disassemble, or otherwise determine or\n                  attempt to determine source code for the executable code of\n                  the Licensed Software or to create any Derivative Works based\n                  upon the Licensed Software or Documentation, except to the\n                  extent as may occur as part of the joint development described\n                  in Section 8.2 below, and agrees not to allow anyone else to\n                  do so.\n\n         1.5      Licensee acknowledges that Infoseek and its suppliers have a\n                  proprietary interest in the Licensed Software. Licensee agrees\n                  to use the same efforts to prevent unauthorized licensing,\n                  copying and\/or use of the Licensed Software as Licensee uses\n                  for its own most rigorously protected software. If Licensee\n                  becomes aware of any unauthorized licensing, copying, or use\n                  of the Licensed Software, Licensee shall promptly notify\n                  Infoseek in writing.\n\n2.       TITLE\n\n- -------------\n* CONFIDENTIAL TREATMENT REQUESTED                                           \n  FOR REDACTED PORTION                                             \n\n                                     2 of 25\n\n         Title to and ownership of the Licensed Software and the Documentation,\n         all Derivative Works based upon the Licensed Software or Documentation\n         and all works jointly developed by Infoseek and Licensee (whether in\n         machine-readable or printed form, in whole or in part, and including\n         without limitation all related technical know-how and all rights\n         therein (including patents, copyrights, and trade secrets applicable\n         thereto) are and shall remain the exclusive property of Infoseek and\n         its suppliers. Licensee shall not jeopardize, limit or interfere with\n         the such rights in the Licensed Software and related Documentation.\n\n\n                                     3 of 25\n\n3.       DELIVERY OF LICENSED SOFTWARE\n\n         3.1      Infoseek shall deliver to Licensee the deliverables for\n                  Licensed Software as set forth in Exhibit A.\n\n         3.2      Revisions of the Licensed Software are included during the\n                  Initial Term of this Agreement and any renewal terms under\n                  Section 9.1.a. below; provided, however, Revisions of the\n                  Licensed Software are not included, during the fully-paid up\n                  license period described in Paragraph 9.1.b.\n                  below.\n\n4.       PAYMENTS, TAXES\n\n         4.1      Payments by Licensee under this Agreement shall be made to\n                  Infoseek in United States dollars to Infoseek's address first\n                  specified above or to such other address as may be indicated\n                  by Infoseek in writing from time to time. Fees and payment\n                  schedules are specified in Exhibit B.\n\n         4.2      All fees and charges payable by Licensee under this Agreement\n                  are exclusive of shipping, handling, and any federal, state,\n                  municipal or other governmental taxes, duties, licenses, fees,\n                  excises or tariffs now or hereinafter Imposed on the use of\n                  the Licensed Software. Licensee shall pay all taxes, whether\n                  currently or hereafter applicable, assessed or arising out of\n                  this transaction, including, without limitation, excise,\n                  withholding, sales or use taxes imposed upon the Licensee, or\n                  Infoseek, but not including any taxes based upon Infoseek's\n                  net income.\n\n5.       CONFIDENTIAL INFORMATION\n\n         5.1      Either Infoseek or Licensee may disclose to the other certain\n                  information that the disclosing party deems to be confidential\n                  and proprietary (\"Proprietary Information\"). Such Proprietary\n                  Information will be clearly and conspicuously marked at the\n                  time of its first disclosure to the receiving party. Such\n                  Proprietary Information includes, but is not limited to, the\n                  terms of this Agreement, and technical and other business\n                  information of Infoseek and Licensee that is not generally\n                  available to the public.\n\n         5.2      Except as provided therein, the party receiving Proprietary\n                  Information shall use the confidential information disclosed\n                  pursuant to this Section 5 only to carry out the purposes\n                  specified in this Agreement, all other uses thereof being\n                  prohibited. The receiving party, however, will not be required\n                  to keep confidential such Proprietary Information that becomes\n                  generally available without fault on its part; is already\n                  rightfully in the receiving party's possession without\n                  restriction prior to its receipt from the disclosing party; is\n                  independently developed by the receiving party, is disclosed\n                  by third parties without similar restrictions; is rightfully\n                  obtained by the receiving party from third parties without\n                  restriction; or is otherwise required by law or judicial\n                  process.\n\n6.       MUTUAL REPRESENTATIONS AND WARRANTIES\n\n         6.1      Representations, Warranties, and Limitation of Liability\n\n                  Limited Warranty: Infoseek represents and warrants to Licensee\n                  that:\n\n                  (i)      Infoseek is the sole and exclusive owner of all\n                           intellectual property rights in and to Infoseek's\n                           proprietary portion of Licensed Software.\n\n\n                                     4 of 25\n                                              \n\n                  (ii)     Infoseek has all legal right and authority to grant\n                           and convey to Licensee the rights and licenses\n                           contained in this Agreement without violation or\n                           conflict with any law.\n\n                  (iii)    There is no action, suit, claim, arbitration, or\n                           other proceeding pending or threatened which\n                           questions this Agreement or Infoseek's ownership of\n                           the Licensed Software or any intellectual property\n                           rights therein.\n\n                  (iv)     To the best of Infoseek's knowledge and belief, the\n                           Licensed Software does not infringe upon any\n                           proprietary right or intellectual property rights of\n                           any third party.\n\n                  (v)      The Licensed Software will have, at least,\n                           substantially the functionality and performance of\n                           the software currently used by Infoseek for the\n                           Infoseek Guide.\n\n         6.2     Each party represents and warrants to the other party only that\n                 the performance of any of the terms and conditions of this\n                 Agreement on its part to be performed does not and will not\n                 constitute a breach or violation of any other agreement or\n                 understanding, written or oral, to which it is party.\n\n7.       INDEMNIFICATION; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY\n\n         7.1     Infoseek shall defend Licensee in any action brought against\n                 Licensee to the extent such action is based on a claim that the\n                 Licensed Software infringes any patent, copyright, trademark or\n                 trade secret. Infoseek will pay resulting costs, damages, and\n                 legal fees finally awarded against Licensee in such action and\n                 any related settlement amount, which are attributable to such\n                 claim, provided that Licensee (i) promptly (within twenty (20)\n                 days) notifies Infoseek in writing of any such claim and\n                 Infoseek has sole control of the defense and all related\n                 settlement negotiations, and (ii) cooperates with Infoseek, at\n                 Infoseek's expense, in defending or settling such claim.\n                 \"Licensed Software\" as used in this Paragraph 7.1 and Paragraph\n                 7.2 below shall not apply to any Third Party Portions.\n\n         7.2     Should the Licensed Software become, or be likely to become in\n                 Infoseek's opinion, the subject of infringement of such\n                 copyright, patent, trademark or trade secret, Infoseek may\n                 procure for Licensee the right to continue using the same or\n                 replace or modify it to make it non-infringing. Infoseek shall\n                 have no liability for any claim to the extent based upon the\n                 use, operation or combination of the Licensed Software with\n                 non-Infoseek programs, data or equipment, if such infringement\n                 would have been avoided but for such use, operation or\n                 combination. If Infoseek elects to replace or modify the\n                 infringing item(s), such replacement or modification shall\n                 substantially meet the functional and performance\n                 specifications of Licensed Software. The foregoing states the\n                 entire liability of Infoseek with respect to infringement of\n                 copyrights, patents, trademarks or trade secrets.\n\n         7.3     Licensee shall defend Infoseek in any action brought against\n                 Licensee to the extent such action is based on a claim arising\n                 out of (i) any injury to person or property caused by any\n                 products or services sold or otherwise distributed in\n                 connection with any Licensee Aggregate Shopping Service,\n                 including Big Yellow or (ii) any material in the Aggregate\n                 Shopping Service infringing or allegedly infringing any\n                 copyright, patent, trade secret, trademark or other proprietary\n                 right of any third party. Licensee will pay resulting costs,\n                 damages, and legal fees finally awarded against Infoseek in\n                 such action and any related settlement amount, which are\n                 attributable to such claim, provided that Infoseek (i) promptly\n                 (within twenty (20) days) Infoseek notifies Licensee in writing\n                 of any such claim and Licensee has sole control of the defense\n                 and all related settlement negotiations, and (ii) cooperates\n                 with Licensee, at Licensee's expense, in defending or settling\n\n\n                                     5 of 25\n                                              \n\n                  such claim.\n\n\n                                     6 of 25\n\n         7.4     EXCEPT AS SPECIFIED IN SECTION 6 ABOVE, INFOSEEK SPECIFICALLY\n                 DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING\n                 BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR\n                 FITNESS FOR A PARTICULAR PURPOSE. INFOSEEK DOES NOT REPRESENT\n                 OR WARRANT THAT ANY LICENSED SOFTWARE, OR DOCUMENTATION IS\n                 ERROR FREE, OR THAT ITS USE WILL BE UNINTERRUPTED. EXCEPT AS\n                 SPECIFIED IN SECTION 6 INFOSEEK DOES NOT WARRANT, GUARANTEE, OR\n                 MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF\n                 THE USE, OF THE LICENSED SOFTWARE, OR THE DOCUMENTATION OR\n                 WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY,\n                 RELIABILITY, CURRENTNESS, OR OTHERWISE. NO WARRANTIES ARE MADE\n                 TO LICENSEE BY ANY SUPPLIERS WHICH MAY HAVE DIRECTLY OR\n                 INDIRECTLY SUPPLIED ALL OR PART OF THE LICENSED SOFTWARE TO\n                 INFOSEEK, EXCEPT AS THOSE WARRANTIES, IF ANY, WHICH BY CONTRACT\n                 FLOW TO LICENSEE. THE ENTIRE RISK AS TO THE PERFORMANCE (EXCEPT\n                 AS SPECIFIED IN SECTION 6 ABOVE) OR RESULTS OF THE LICENSED\n                 SOFTWARE IS ASSUMED BY LICENSEE. INFOSEEK MAKES NO WARRANTY\n                 THAT ALL ERRORS WILL BE CORRECTED.\n\n         7.5     IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY\n                 LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA,\n                 INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL\n                 OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF THE PARTY SHALL\n                 HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR\n                 ANY CLAIM AGAINST THE OTHER BY ANY THIRD PARTY.\n\n8.       SUPPORT SERVICES\n\n         8.1     Infoseek shall, on a fully-burdened labor materials and\n                 expenses basis, (i) perform maintenance, support, and\n                 implementation (\"Support Services\"); and (ii) upon request by\n                 Licensee, and subject to the approval of Infoseek, which\n                 approval shall not be unreasonably withheld, work with third\n                 party developers who may be developing software to be used in\n                 conjunction with the Licensed Software. \"Maintenance\" consists\n                 of Infoseek's reasonable best efforts to make bug fixes and\n                 error corrections with respect to replicable errors and\n                 documented error and bug reports submitted by Licensee. Support\n                 Services and the process for communicating error and bug\n                 reports shall be as mutually agreed to by the parties and\n                 reviewed on a quarterly basis. Infoseek agrees to use\n                 reasonable best efforts to accomplish Support Services within\n                 the agreed upon timeframes. The parties agree to utilize the\n                 Software Support and Program Error Corrections process set\n                 forth in Exhibit C-1 hereto. Support Services are provided by\n                 Infoseek to Licensee only. Licensee shall provide Support\n                 Services to Sublicensees.\n\n         8.2     Infoseek shall not, during the term of the separate\n                 Infoseek\/NYNEX Agreement between the parties of even date\n                 (\"Infoseek\/NYNEX Icon Agreement\") license to third parties for\n                 use in an Aggregate Shopping Service any works jointly\n                 developed by Licensee and Infoseek provided that (i) Infoseek\n                 and Licensee shall have specifically agreed in writing in\n                 advance that such jointly developed works shall be subject to\n                 this provision, (which approval by Infoseek shall not be\n                 unreasonably withheld) and (ii) to the extent such jointly\n                 developed works contain pre-existing or separately developed\n                 works of Infoseek, or are not works jointly developed by\n                 Licensee and Infoseek this provision shall not apply to such\n                 portion.\n\n9.       TERM OF AGREEMENT; PAYMENTS DURING RENEWAL TERMS; AUDIT\n\n         9.1     a.     The initial term (\"Initial Term\") of this Agreement \n                        shall commence on the Effective Date\n\n                                     7 of 25\n\n\n                           and shall terminate two (2) years following the\n                           termination date (\"Infoseek\/NYNEX Icon Agreement\n                           Termination Date\") of the Infoseek\/NYNEX Icon\n                           Agreement. After the Initial Term, unless Licensee\n                           shall have then-previously elected its option under\n                           Paragraph 9.1.b. below, this Agreement may be renewed\n                           for consecutive annual renewal terms as follows:\n                           Licensee shall have an option to renew for subsequent\n                           annual renewal terms at a Licensed Software License\n        *                  Fee [  ] of the collected revenues attributable\n                           to the Aggregate Shopping Services of Licensee and\n                           Sublicensees utilizing the Licensed Software, subject\n        *                  to an annual minimum of [  ]. Payments during any\n                           renewal terms shall be payable on a monthly basis,\n                           within fifteen (15) days after the end of each month\n                           during the applicable renewal term based on the\n        *                  percentage of [   ] as specified, and, if the\n                           cumulative monthly payments for any renewal term fail\n        *                  to meet or exceed the minimum annual amount of [  ]\n                           Licensee shall pay to Infoseek the difference between\n        *                  such cumulative payments and [   ] no later than\n                           thirty (30) days after the end of such renewal term.\n                           This Agreement will expire unless Licensee gives\n                           Infoseek written notice of its decision to renew at\n                           least thirty (30) days prior to the end of the\n                           then-current term. Either party may terminate this\n                           Agreement if the other party materially breaches its\n                           obligations hereunder and such breach remains uncured\n                           for thirty (30) days following notice to the\n                           breaching party.\n\n                  b.       Licensee shall have the option by written notice to\n                           Infoseek prior to the first anniversary date of the\n                           Infoseek\/NYNEX Icon Agreement Termination Date to\n        *                  acquire a [  ] to the Licensed Software for the\n        *                  period ending [   ] after the Infoseek\/NYNEX\n                           Agreement Termination Date. The price for such option\n        *                  shall be [  ] and payment therefor shall accompany\n        *                  such notice. For the duration of such [   ] period,\n                           Infoseek agrees to provide maintenance of the\n                           Licensed Software at a price payable on a quarterly\n        *                  basis equal to the greater of [   ] of Infoseek's\n                           fully burdened labor, materials, costs and expenses;\n                           provided, however, Licensee may terminate Infoseek's\n                           maintenance obligations upon at least thirty (30)\n                           days prior written notice. \"Maintenance\" consists of\n                           Infoseek's reasonable best efforts to make bug fixes\n                           and error corrections with respect to replicable\n                           errors and documented error and bug reports submitted\n                           by Licensee.\n\n         9.2      a.       Infoseek shall have the right to retain a U.S.\n                           nationally prominent or other mutually agreeable\n                           independent auditor to whom Licensee shall allow\n                           reasonable access to Licensee's books of account and\n                           other records relating to the calculation of the\n                           amounts payable as provided in this Section 9 for the\n                           purpose of verifying the amounts due and payable to\n                           Infoseek under this Agreement. The information\n                           disclosed by Licensee to such auditors in the course\n                           of performing such audit will be kept confidential by\n                           the auditor. Access to Licensee's documentation shall\n                           be during Licensee's regular business hours upon at\n                           least fifteen (15) days prior written notice and may\n                           be conditioned upon the auditor executing a\n                           confidentiality agreement in a form reasonably,\n                           acceptable to Licensee relating to the auditors\n                           performance of an audit hereunder.\n\n                  b.       Licensee shall have the right to retain a U.S.\n                           nationally prominent or other mutually agreeable\n                           independent auditor to whom Infoseek shall allow\n                           reasonable access to Infoseek's books of account and\n                           other records relating to the calculation of the\n                           amounts payable as provided in this Section 9 and\n                           Section 8.1 for the purpose of verifying the amounts\n                           due and payable to Licensee under this Agreement. The\n                           information disclosed by Infoseek to such auditors in\n                           the course of performing such audit will be kept\n\n                                     8 of 25\n\n\n- -------------\n* CONFIDENTIAL TREATMENT REQUESTED\n  FOR REDACTED PORTION\n\n                           confidential by the auditor. Access to Infoseek's\n                           documentation shall be during Infoseek's regular\n                           business hours upon at least fifteen (15) days prior\n                           written notice and may be conditioned upon the\n                           auditor executing a confidentiality agreement in a\n                           form reasonably acceptable to Infoseek relating to\n                           the auditor's performance of an audit hereunder.\n\n10.      DEFAULT; DISPUTES\n\n         10.1     Either party may terminate this Agreement by giving written\n                  notice to the other party, specifying the reasons therefor:\n\n                  a.       if the other party fails to perform or comply with a\n                           material provision of this Agreement, including\n                           Licensee's failure to promptly pay any material\n                           amount(s) due under the provisions of Exhibit B, and\n                           such party fails to cure alleged default within sixty\n                           (60) days following its receipt of a written notice\n                           of such default, or\n\n                  b.       if the other party becomes insolvent, admits in\n                           writing its inability to pay its debts as they\n                           mature, makes an assignment for the benefit of\n                           creditors, files or has filed against it by a third\n                           party any petition under any Bankruptcy Act, or any\n                           application for a receiver of the other party is made\n                           by anyone and such petition or application is not\n                           resolved favorably to the other party within sixty\n                           (60) days.\n\n         10.2     Termination shall be effective sixty (60) days following one\n                  party giving notice to the other party, if the occurrence\n                  giving rise to the right of termination has not been cured.\n                  The parties shall endeavor to effect a smooth transition in\n                  the event of such a termination, and specifically shall use\n                  their reasonable best efforts to avoid interruption of any\n                  Aggregate Shopping Service utilizing the Licensed Software\n                  upon such termination.\n\n         10.3     The right to terminate this Agreement under this Section 10\n                  shall not preclude any other rights and remedies provided by\n                  law or equity or this Agreement.\n\n         10.4     In the event of any disputes other than whether payments are\n                  due under this Agreement, authorized representatives of\n                  Infoseek and Licensee shall meet no later than ten (10)\n                  working days after receipt of notice by either party of\n                  request for dispute resolution and shall enter into good faith\n                  negotiations aimed at resolving the dispute. If the\n                  representatives are unable to reach mutually satisfactory\n                  resolution of the dispute within the next five (5) working\n                  days, each party shall, within five (5) working days,\n                  designate a top management executive who will attempt, over\n                  the next thirty (30) days, to resolve the dispute. No party\n                  shall bring legal action for breach of this Agreement until\n                  the thirty (30) days have elapsed. This Section 10.4 shall not\n                  limit either party's ability to seek an injunction or other\n                  equitable relief for breach of confidentiality as set forth in\n                  Section 5 of this Agreement, breach of Sections 1.4 or 8.1 of\n                  this Agreement, or as may be necessary to protect either\n                  party's intellectual property, name or resources.\n\n11.      TERMINATION\n\n         11.1     Termination of this Agreement by either party shall not act as\n                  a waiver of any breach of this Agreement and shall not release\n                  or limit liability for breach of a party's obligations\n                  hereunder at law or in equity. Upon termination or expiration\n                  of this Agreement, Licensee's licenses, including licenses\n                  granted for Licensed Software, and documentation therefor,\n                  granted under this Agreement shall terminate.\n\n                                     9 of 25\n\n         11.2     Immediately upon termination of this Agreement, Licensee shall\n                  deliver to Infoseek all copies of the Licensed Software,\n                  Documentation, and any other materials provided by Infoseek to\n                  Licensee hereunder or in its possession or under its control,\n                  and shall furnish to Infoseek a written acknowledgment that\n                  such delivery has been fully effected. Within thirty (30) days\n                  after termination of this Agreement, Licensee shall pay to\n                  Infoseek all sums then due and owing.\n\n         11.3     The respective rights and obligations of Infoseek and Licensee\n                  under the provisions of Paragraphs 1.4, 1.5, 2, 4, 5, 7, 9,\n                  11, 12, 15 and all other provisions of this Agreement which\n                  may be reasonably interpreted or construed as surviving the\n                  termination or expiration of this Agreement, shall survive the\n                  termination or expiration of this Agreement.\n\n12.      GOVERNING LAW\n\n         This Agreement shall be interpreted, construed and enforced in all\n         respects in accordance with the laws of the State of California. The\n         parties agree that the United Nations Convention on Contracts for the\n         International Sale of Goods is specifically excluded from application\n         to this Agreement. Each party irrevocably consents to the exclusive\n         jurisdiction of any state or federal court for or within Santa Clara\n         County, California over any action or proceeding arising out of or\n         related to this Agreement, and waives any objection to venue or\n         inconvenience of the forum in any such court.\n\n13.      SOLE AGREEMENT\n\n         This Agreement sets forth the entire agreement and understanding\n         between the parties as to the subject matter hereof and merges all\n         prior and contemporaneous discussions, communications, writings or\n         agreements between them. This Agreement shall not be modified except by\n         a written agreement dated on or subsequent to the date of this\n         Agreement and signed on behalf of Licensee and Infoseek by their\n         respective duly authorized representatives.\n\n14.      SEVERABILITY\n\n         If any provision or provisions of this Agreement shall be held to be\n         invalid, illegal or unenforceable, the validity, legality and\n         enforceability of the remaining provisions shall not in any way be\n         affected or impaired thereby. Parties will seek in good faith to agree\n         on replacing an invalid, illegal, or unenforceable provision with a\n         valid, legal, and enforceable provision which, in effect, will form an\n         economic viewpoint, most nearly and fairly approach the effect of the\n         invalid, illegal, or unenforceable provision.\n\n15.      ASSIGNMENT\n\n         Neither party may assign this Agreement by operation of law or\n         otherwise, in whole or in part, other than pursuant to a merger or a\n         transfer of a majority of its assets, without the other party's written\n         consent, which consent shall not be unreasonably withheld or delayed;\n         provided, however, either party may assign this Agreement to an\n         Affiliate or Successor without the prior written consent of the other\n         party and further provided that Licensee may not assign this Agreement\n         to any entity which provides a general Internet or Intranet search\n         service directly or indirectly competitive to Infoseek. \"Affiliate\"\n         shall mean any entity of which a party owns at least one-third of the\n         equity, or any entity that owns at least one-third of the equity of\n         either party. \"Successor\" means any entity that has a right to provide\n         Big Yellow or the Service. Any attempt to assign this Agreement in\n         derogation hereof shall be null and void.\n\n                                    10 of 25\n \n\n16.      THE PARTIES AS INDEPENDENT CONTRACTORS\n\n         The parties to this Agreement are independent contractors. Neither\n         party is an agent, representative or partner of the other party.\n         Neither party shall have any right, power or authority to enter into\n         any agreement for or on behalf of, or to incur any obligation or\n         liability of, or to otherwise bind, the other party. This Agreement\n         shall not be interpreted or construed to create an association, joint\n         venture or partnership between the parties or to impose any partnership\n         obligation or liability upon either party, and only for so long as such\n         minimal ownership exists.\n\n17.      WAIVER\n\n         The waiver by either party of a breach of or a default under any\n         provision of this Agreement by the other party shall not be construed\n         as a waiver of any subsequent breach of the same or any other provision\n         of the Agreement, nor shall any delay or omission on the part of either\n         party to exercise or avail itself of any right or remedy that it has or\n         may have hereunder operate as a waiver of agreement or remedy by such\n         party.\n\n18.      FURTHER ASSURANCES\n\n         Each party shall take such action (including, but not limited to, the\n         execution, acknowledgment and delivery of documents) as may reasonably\n         be requested by the other party for the implementation or continuing\n         performance of this Agreement.\n\n19.      FORCE MAJEURE\n\n         Except for Licensee's payment obligations to Infoseek under this\n         Agreement, neither party shall be liable to the other for any failure\n         or delay in complying with the provisions, terms and conditions of this\n         Agreement, nor shall any such failure or delay constitute an event of\n         default, if such failure or delay shall be due to causes beyond either\n         of the party's reasonable control. This provision shall not, however,\n         release a party from using its reasonable best efforts to avoid or\n         remove all such causes and both parties shall continue performance\n         hereunder with reasonable dispatch whenever such causes are removed. A\n         party claiming such non-liability shall give prompt notice thereof to\n         the other party.\n\n20.      NOTICES\n\n         Any notice, approval, request, authorization, direction or other\n         communication under this Agreement shall be given in writing, will\n         reference this Agreement, and shall be deemed to have been delivered\n         and given when (a) delivered personally or upon receipt of confirmed\n         fax; (b) three (3) business days after having been sent by registered\n         or certified first class mail, return receipt requested, postage and\n         charges prepaid, whether or not actually received; or (c) one (1)\n         business day after deposit with a commercial overnight carrier, with\n         written verification of receipt. All communications will be sent to the\n         addresses set forth below or to such other address as may be designated\n         by a party by giving written notice to the other party pursuant to this\n         Section 20.\n\nIf to Licensee:                              With a copy to:\nPresident                                    General Counsel\nNYNEX Information Technologies Company       NYNEX Information Resources Company\n35 Village Road                              35 Village Road\nMiddleton, MA 01949                          Middleton, MA 01949\nFax (508) 762-1066                           FAX (508) 762-1071\n\n\n\n                                    11 of 25\n \n\n If to Infoseek:                                 With a copy to:\n\n President                                       Infoseek Corporation\n Infoseek Corporation                            Attn.: Legal Department\n 2620 Augustine Drive, Suite 250                 2620 Augustine Drive, Suite 250\n Santa Clara, CA 95054                           Santa Clara, CA 95054\n FAX: (408) 986-1889                             FAX: (408) 986-1889\n\n\n 21.      PUBLICITY\n\n                   Nothing contained in this Agreement shall be construed as\n          conferring any right to use in advertising, publicity or other\n          promotional activities any name, trade name, trademark or other\n          designation of either party (including any contraction, abbreviation\n          or simulation of the foregoing): and each party agrees not to use or\n          refer to this Agreement or any provision thereof in any promotional\n          activity without the express written approval of the other party,\n          however, either party may issue a press release regarding this\n          Agreement solely upon the prior approval of the other party. If a\n          party does not give notice of its disapproval of the press release\n          within three (3) business days of its receipt of a proposed press\n          release, such failure to respond shall be deemed approval of said\n          press release. Unless required by law, and except for disclosure on a\n          \"need to know basis\" to its own employees, and its legal, investment,\n          financial and other professional advisers, each party agrees not to\n          disclose the terms of this Agreement or matters related thereto\n          without the prior written consent of the other party.\n\n 22.      TERMS CONTROL\n\n          The terms of this Agreement shall control any conflicting or\n          inconsistent standard terms or conditions on any purchase order or\n          invoice of either party, notwithstanding any provision to the contrary\n          in any such purchase order or invoice.\n\n 23.      HEADINGS\n\n          The headings used in this document are for convenience only and are\n          not to be construed to have legal significance.\n\n 24.      ESCROW FOR SOURCE CODE\n\n*                   24.1 Within [  ] of the Effective Date, Infoseek shall\n                    provide to Escrow Agent identified in Exhibit C the\n                    available buildable Source Code of the Licensed Software for\n                    deposit with Data Securities International. Infoseek shall\n                    keep the Source Code in escrow current by providing to\n                    Escrow Agent, a new deposit of the available Source Code for\n*                   applicable updates not less than [  ] while this Agreement\n                    is in effect. This Section 24 shall apply to Licensee only\n                    and not to any Affiliate or Sublicensee, or to any Third\n                    Party Portions.\n\n          24.2      Licensee shall have access to the Source Code upon the\n                    occurrence of any of the events and subject to the \n                    provisions set forth in Exhibit C.\n\n          24.3      During the term of this Agreement, the Source Code shall\n                    remain in escrow and may not be\n \n\n*CONFIDENTIAL TREATMENT REQUESTED\n FOR REDACTED PORTION\n\n                                    12 of 25\n                                               \n\n                  delivered to or used by Licensee except as provided in Exhibit\n                  C.\n\n                                    13 of 25\n                                               \n\n\nIN WITNESS WHEREOF, the parties have duly executed this Agreement as of the\nlater of the two (2) dates set forth below.\n\n\n\nACCEPTED FOR INFOSEEK CORPORATION                           ACCEPTED FOR NYNEX INFORMATION\n                                                            TECHNOLOGIES COMPANY\n                                                         \nBy:                                                         By: \n   ----------------------------------                          ---------------------------------\n     Authorized Signature                                        Authorized Signature\n\nPrint Name:  ROBERT E.L. JOHNSON III                        Print Name: Matthew J. Stover\n           --------------------------                                  -------------------------\nTitle:  CEO &amp; PRESIDENT                                     Title: Chairman of the Board\n       ------------------------------                            -------------------------------\nDate:  MARCH 29, 1996                                       Date:  March 29, 1996\n     --------------------------------                             ------------------------------  \n\n\n\n\n                                    14 of 25\n                                               \n\n                                    EXHIBIT A\n\nI.       LICENSED SOFTWARE:\n\n         Infoseek software currently code-named:  \"Ultraseek\"\n\n         (including search, retrieval, indexing and network spider technology)\n\nII.      LICENSED SOFTWARE DOCUMENTATION:\n\nIII.  INFOSEEK DELIVERABLES:\n\n         Master of the Licensed Software in binary form:\n\n         Related documentation\n\nIV.      ANTICIPATED DELIVERY DATE:\n\n         TBD\n\n                                    15 of 25\n                                               \n\n                                    EXHIBIT B\n                                  FEE SCHEDULE\n\nLICENSED SOFTWARE LICENSE FEES:\n\nThe following non-refundable fees shall apply for the Licensed Software:\n\n*        Licensed Software                              [          ]\n\n         *See Section 9 of the Agreement for Licensed Software License Fees\n         applicable to Renewal Terms\n\nExcept as provided in Section 9 of the Agreement, all applicable fees and\npayments under this Agreement shall be due and payable Net thirty (30) days from\nthe date of Infoseek's applicable invoice(s). Licensee shall pay to Infoseek the\nroyalties payable by Infoseek applicable to the Third Party Portions licensed\nhereunder.\n\nADDITIONAL CONSIDERATIONS:\n\nLicensee agrees to conspicuously display on the appropriate page of Big Yellow a\nmutually agreed upon notice indicating that the search and retrieval technology\nutilized by the Big Yellow service is technology licensed from Infoseek\nCorporation.\n\n*CONFIDENTIAL TREATMENT REQUESTED\n FOR REDACTED PORTION\n\n                                    16 of 25\n\n                                               \n\n                                    EXHIBIT C\n                                ESCROW AGREEMENT\n\nEFFECTIVE this ____ day of _____________ (\"Effective Date\"), this Escrow\nAgreement (\"Escrow Agreement\") is entered into by NYNEX INFORMATION TECHNOLOGIES\nCOMPANY, with its principal place of business at 35 Village Road, Middleton,\nMassachusetts 01949 (\"NYNEX\") and Infoseek Corporation, with its principal place\nof business at 2620 Augustine Drive, Suite 250, Santa Clara, CA 95054\n(\"Infoseek\"), and Data Securities International,\n__________________________________ (\"Escrow Agent\").\n\n                                    RECITALS\n\nWHEREAS, Infoseek will provide NYNEX with Infoseek Licensed Software (\"Licensed\nSoftware\") in executable form, and Infoseek documentation (collectively\n\"Infoseek Products\") pursuant to the certain Software License Agreement dated\n_________________, 1996 between NYNEX and Infoseek (\"Underlying Agreement\").\nExcept as otherwise indicated, all capitalized terms in this Agreement have the\nsame meaning as defined in the Underlying Agreement.\n\nWHEREAS, This Escrow Agreement provides to NYNEX only and not to any Sublicensee\nor Affiliate, the availability to access Source Code for the Licensed Software\n(\"Source Code\") upon the occurrence of the events described in and subject to\nSections 4 and 5 of this Escrow Agreement.\n\nNOW THEREFORE, in consideration of the mutual covenants set forth in this Escrow\nAgreement, NYNEX, Infoseek and Escrow Agent agree as follows:\n\n1.       Deposit of Source Code.\n\n         (a)      No later than one hundred twenty (120) days following the\n                  Effective Date of this Escrow Agreement, Infoseek shall\n                  deposit and Escrow Agent shall accept, for storage purposes\n                  only, the buildable available Source Code of each Licensed\n                  Software and any additional Licensed Software covered by the\n                  Underlying Agreement as at any time amended. Deposit shall be\n                  made at Data Securities International,\n                  __________________________________.\n\n         (b)      Source Code shall include for Licensed Software copies of all\n                  current source code lines and any associated support\n                  documentation, excluding those portions of the Source Code\n                  which belong to third parties and are unavailable to Infoseek\n                  or which Infoseek has licensed from third parties which\n                  Infoseek does not have the right to sublicense or disclose to\n                  NYNEX.\n\n2.       Title to Source Code.\n\nInfoseek will retain ownership of all intellectual property contained in the\ndeposited Source Code including all copyright, trade secret, patent or other\nintellectual property rights subsisting in such Source Code.\n\n3.       Release of Source Code to NYNEX.\n\nThe copy of the Source Code on deposit in escrow pursuant to those Agreement\nshall be released to NYNEX only in accordance with the terms of this Agreement.\n\n4.       Release Event; Escrow as Supplementary.\n\n         (a)      In the event Infoseek voluntarily commences a Chapter 7\n                  proceeding under the Federal Bankruptcy Act and the proceeding\n                  remains undismissed for a period of one hundred twenty (120)\n                  days, then\n\n                                    17 of 25\n                                               \n\n\n                  NYNEX shall so notify Escrow Agent in writing, providing\n                  evidence of the filing and the duration of such proceedings\n                  and make a formal demand that the Escrow Agent release the\n                  Source Code to NYNEX. Following expiration of such one hundred\n                  twenty (120) day period, the provisions of Section 5 shall not\n                  be applicable and Escrow Agent shall promptly release the\n                  Source Code to NYNEX.\n\n         (b)      Infoseek and NYNEX acknowledge that this Escrow Agreement is\n                  an \"agreement supplementary to\" the Underlying Agreement as\n                  provided in Section 365 (n) of Title 11, United states Code\n                  (\"the Bankruptcy Code\"). Infoseek acknowledges that if\n                  Infoseek as a debtor-in-possession or if a trustee in\n                  bankruptcy in a case under the Bankruptcy Code rejects the\n                  Underlying Agreement or this Escrow Agreement, NYNEX may elect\n                  to retain its rights under the Underlying Agreement and this\n                  Escrow Agreement as provided in Section 365 (n) of the\n                  Bankruptcy Code. Upon written request of NYNEX to Infoseek or\n                  the bankruptcy trustee, Infoseek or such bankruptcy trustee\n                  will not interfere with the rights of NYNEX as provided in the\n                  Underlying Agreement and this Escrow Agreement to obtain the\n                  Source Code from the bankruptcy trustee or from the Escrow\n                  Agent, and will, if requested, cause a copy of the Source Code\n                  to be available to NYNEX.\n\n5.       Failure of Infoseek to Perform Support Services.\n\n         (a)      (i)      If Infoseek or Infoseek's successor in interest\n                           is unable to provide Support Services as required by\n                           the Underlying Agreement (and in breach of its\n                           obligation under that Underlying Agreement) because\n                           of the insolvency of Infoseek as defined in Article\n                           1-201 (23) of the Uniform Commercial Code, NYNEX\n                           shall so notify Infoseek in writing (\"Deficiency\n                           Notice\"), specifying in reasonable detail the basis\n                           for Infoseek's failure or inability to provide\n                           Support Services. NYNEX shall serve a copy of the\n                           Deficiency Notice simultaneously upon the Escrow\n                           Agent.\n\n                  (ii)     If Infoseek or Infoseek's successor in interest is\n                           unable to discharge any of its Support Services\n                           obligations as required by Section 8 of the\n                           Underlying Agreement (and in breach of its\n                           obligations under that Underlying Agreement), NYNEX\n                           shall so notify Infoseek in writing (\"Deficiency\n                           Notice\"), specified in reasonable detail the basis\n                           for such failure. NYNEX shall serve a copy of the\n                           Deficiency Notice simultaneously upon the Escrow\n                           Agent.\n\n         (b)      For a period of sixty (60) days after service of the\n                  Deficiency Notice (\"Cure Period\"), Infoseek shall have the\n                  right to cure the alleged deficiencies and shall correspond\n                  with and deal directly with NYNEX; provided, however, Infoseek\n                  and NYNEX shall promptly effect the Software support and\n                  Program error corrections process described In Exhibit C-1\n                  hereto and NYNEX shall be entitled to seek the injunctive\n                  relief described therein, without recourse to Section 6 below.\n\n         (c)      If at the end of the Cure Period the alleged support\n                  deficiencies have not been cured NYNEX shall notify Infoseek\n                  and the Escrow Agent in writing, specifying in reasonable\n                  detail the deficiency with respect to the Support Services and\n                  make a Demand Notice.\n\n         (d)      If Infoseek disagrees with the Demand Notice specified in\n                  Paragraph 5 (c) above, Infoseek shall so notify the Escrow\n                  Agent and NYNEX in writing (Objection Notice) within thirty\n                  (30) calendar days after receipt of the Demand Notice and\n                  Escrow Agent shall not release the Source Code unless\n                  otherwise directed by Infoseek and NYNEX jointly. Failure of\n                  Infoseek to give timely Objection Notice shall conclusively\n                  establish its consent to the immediate release of the Source\n                  Code to NYNEX under the terms of this Agreement.\n\n                                    18 of 25\n                                               \n\n6.       Dispute Resolution.\n\n         6.1      In the event of any dispute involving the release of the\n                  Source Code under Section 5, authorized representatives of\n                  Infoseek and NYNEX shall meet pursuant to Section 10.4 of the\n                  Underlying Agreement (\"Dispute Resolution\") and the parties\n                  shall attempt to expeditiously resolve such disputes in\n                  accordance thereunder.\n\n         6.2      In the event of a Deficiency Notice given pursuant to\n                  Paragraph 5 (a) (ii) above which leads to a dispute pursuant\n                  to Paragraph 6.1 and the dispute fails to get resolved\n                  pursuant to the timeframes specified in Section 10.4 of the\n                  Underlying Agreement, then either party may seek binding\n                  arbitration in accordance with the commercial rules of the\n                  American Arbitration Association then in effect to resolve the\n                  dispute. Such arbitration shall take place in Santa Clara,\n                  California and shall be conducted by three (3) arbitrators,\n                  one (1) which shall be selected by each party and the third\n                  which shall be selected by the other two arbitrators within\n                  the time limits established by the existing rules of the\n                  American Arbitration Association. The chairman of such panel\n                  of arbitrators shall be an attorney at law, and the other\n                  arbitrators shall have a background or training in either\n                  computer law, computer science or marketing or computer\n                  industry products. Each arbitrator shall be knowledgeable in\n                  business information and data processing systems. The\n                  arbitrators shall have the authority to permit discovery, the\n                  extent deemed appropriate by the arbitrators, upon request of\n                  a party. The arbitrators shall have no power or authority to\n                  add to or detract from the agreements of the parties, and the\n                  cost of the arbitration shall be borne equally. The\n                  arbitrators shall have the authority to grant injunctive\n                  relief in a form substantially similar to that which would\n                  otherwise be granted by a court of law. The arbitrators shall\n                  have no authority to award punitive or consequential damages.\n                  The resulting arbitration award may be enforced, or injunctive\n                  relief may be sought, in any court of competent jurisdiction.\n                  The parties stipulate that the Superior Court of the County of\n                  Santa Clara, California or the United States District Court\n                  for the Northern District of California are courts of\n                  competent jurisdiction for this purpose.\n\n7.       License of Source Code.\n\n         7.1      If the Source Code is delivered out of escrow to NYNEX\n                  pursuant to Section 4 (Bankruptcy\/Insolvency) of this Escrow\n                  Agreement, NYNEX shall be licensed by Infoseek subject to the\n                  conditions of this Escrow Agreement and the Underlying\n                  Agreement pursuant to a non-transferable, non-exclusive,\n                  fully-paid, license to the Source Code for a term of the\n                  lesser of the remaining duration of the term of the Underlying\n                  Agreement or until Infoseek shall have or Infoseek's\n                  successor-in-interest shall have a reasonably demonstrable\n                  capability of meeting the Support Services obligations under\n                  the Underlying Agreement. The license entitles NYNEX solely to\n                  use, copy, modify, maintain and update the Source Code in all\n                  such respects as may be necessary for NYNEX to maintain and\n                  update Licensed Software. Infoseek also grants NYNEX the\n                  rights specified in Section 8 below.\n\n         7.2      If the Source Code is delivered out of escrow to NYNEX\n                  pursuant to Section 5 (Failure to Perform Support Services) of\n                  this Escrow Agreement, NYNEX shall be licensed by Infoseek\n                  subject to the conditions of this Escrow Agreement and the\n                  Underlying Agreement, pursuant to a non-exclusive,\n                  non-transferable license solely to use, copy, modify, maintain\n                  and update the Source Code in all such respects as may be\n                  necessary for NYNEX to maintain and update the existing\n                  licenses received and sublicenses granted by or through NYNEX\n                  under the Underlying Agreement for the Licensed Software.\n                  NYNEX shall have no license to grant new sublicenses. Infoseek\n                  also grants NYNEX the rights specified in Section 8 below.\n\n                                    19 of 25\n                                               \n\n         7.3      NYNEX shall indemnify Infoseek against any losses actually\n                  incurred by Infoseek as a result of NYNEX wrongfully gaining\n                  access to the Source Code and\/or failing to observe the\n                  restrictions and conditions as to its use as set forth herein.\n\n8.       Confidentiality and Use of Source Code.\n\n         (a)      Upon release of the Source Code to NYNEX pursuant to this\n                  Escrow Agreement, NYNEX shall preserve the Source Code in\n                  confidence in accordance with the same degree of care\n                  practiced by it, but not less than reasonable care, to\n                  safeguard its proprietary source code against unauthorized use\n                  and disclosure, and shall use the Source Code only as\n                  authorized under this Escrow Agreement and the Underlying\n                  Agreement.\n\n         (b)      This Section 8 shall survive the termination of this Escrow\n                  Agreement for a period of twenty-five (25) years.\n\n9.       Fees.\n\n         NYNEX shall pay to Escrow Agent, in advance, fees at the standard rate\n         prescribed from time to time by Escrow Agent for performance of\n         services under this Escrow Agreement.\n\n10.      No Duty to Inquire into Truth, Authenticity of Authority\/Right to\n         Require Additional Documents,\n\n         Escrow Agent shall not be required to inquire into the truth of any\n         statements or representations contained in any notices, certificates or\n         other documents required or otherwise provided hereunder, and shall be\n         entitled to assume that the signatures on such documents are genuine,\n         that the persons signing on behalf of any party thereto are duly\n         authorized to execute the same, and that all actions necessary to\n         render any such documents binding on the party purportedly executing\n         the same have been duly undertaken. Without in any way limiting the\n         foregoing, Escrow Agent may in it's discretion require from Infoseek or\n         NYNEX additional documents which it deems to be necessary or desirable\n         in the course of performing its obligations hereunder.\n\n11.      No Liability.\n\n         Both Infoseek and NYNEX agree to and hereby do release Escrow Agent\n         from and against any and all liability to them for losses, damages, and\n         expenses (including attorneys' fees) that may be incurred by them on\n         account of Escrow Agent's compliance in good faith with the terms of\n         this Escrow Agreement.\n\n12.      Notices.\n\n         Notices, demands and other communications under this Agreement shall be\n         delivered by registered or certified mail, return receipt requested, to\n         the intended recipient at the address set forth below, or to such other\n         address as such recipient shall have designated by notice to the\n         sending party. Notices shall be deemed to have been given and received\n         when signed for on the return receipt.\n\n                                    20 of 25\n\nIf to Infoseek:                           If to NYNEX:\nAttn: General Counsel                     Attn: _______________________\nInfoseek Corporation                      NYNEX Information Technologies Company\n2620 Augustine Drive, Suite 250           35 Village Road\nSanta Clara, CA 95054                     Middleton, MA 01949\nTelephone: (408) 567-2700                 Telephone: (508) ________\nFAX: (408) 986-1889                       FAX: (508) 762-1066\n\nIf to Escrow Agent:\nAttn: Escrow Officer\nData Securities International\n\n- -----------------------------\n- -----------------------------\nTelephone\n         --------------------\nFax:\n    -------------------------\n\n13.      Termination.\n\n         This Escrow Agreement shall remain in full force and effect until the\n         expiation or termination of the Underlying Agreement, unless terminated\n         earlier in accordance with the provisions of this Escrow Agreement.\n         This Escrow Agreement may not be terminated or modified except in\n         writing signed by Escrow Agent, Infoseek and NYNEX. Upon termination of\n         this Escrow Agreement Escrow Agent shall return Source Code to\n         Infoseek.\n\n14.      Entire Agreement.\n\n         This Escrow Agreement and the Underlying Agreement set forth and the\n         entire agreement and understanding between the parties relating to the\n         subject matter hereof, superseding and merging all prior and\n         contemporaneous discussions, proposals, and agreements, oral or\n         written, and all other communications between the parties relating to\n         this Escrow Agreement.\n\nIN WITNESS WHEREOF, the parties have caused this Agreement by their duly\nauthorized representatives as of the date or dates set forth below.\n\n\n\nNYNEX INFORMATION TECHNOLOGIES                              INFOSEEK CORPORATION\nCOMPANY\n                                                         \n                                                            By: \n                                                               -----------------------------------\nBy: \n   ----------------------------\n                                                            Print Name ---------------------------\n\nPrint Name  \n          --------------------- \n                                                            Title  \n                                                                  ---------------------------------\nTitle  \n      -------------------------\n                                                            Date \n                                                                 ----------------------------------\nDate  \n     --------------------------\n\n\n                                    21 of 25\n\nDATA SECURITIES INTERNATIONAL\n\nBy:\n   -------------------------------------- \n\nPrint Name\n          -------------------------------\n\nTitle  \n      -----------------------------------\n\nDate\n    -------------------------------------\n\n                                    22 of 25\n                                               \n\n                                   EXHIBIT C-1\n                 SOFTWARE SUPPORT AND PROGRAM ERROR CORRECTIONS\n\nSupport to NYNEX for Program Error diagnosis and primary responsibility for\ncorrecting Licensed Software Errors or Documentation errors will be in the\nInfoseek organization.\n\nNYNEX will attempt to diagnose all incoming problem reports; however, it may be\nnecessary to send problems and problem files to Infoseek for final diagnosis.\nInfoseek shall have the capability to receive files electronically by modem from\nNYNEX.\n\nThe severity of a Program Error will determine the response and correction time\nrequirements. A \"critical\" Program Error is one that makes the product\nsubstantially non-functional, without an available workaround, and is a Severity\nlevel 1 in the classification outlined below. A \"non-critical\" Program Error is\nSeverity levels 2, 3 or 4 in the classification.\n\nInfoseek shall use its reasonable best efforts to report known bugs and their\nworkarounds to NYNEX in written or electronic form as soon as such workarounds\nare made generally available to Infoseek's customers.\n\nInfoseek shall use its reasonable best efforts to address all \"critical\" or\n\"non-critical\" Program Errors or bugs as described below:\n\nSEVERITY OF PROGRAM ERRORS        RESPONSE REQUIREMENTS\n- --------------------------        ---------------------\n\"Critical\"                        \nNYNEX Severity level 1            1.       Acknowledge within four (4) working\n                                           hours.  \n\n                                  2.       Provide a workaround upon\n                                           acknowledgment, if available.\n\n                                  3.       If the Program Error can be corrected\n                                           without a binary change, Infoseek\n                                           will provide a workaround or fix to\n                                           NYNEX within one (1) week of\n                                           Infoseek's acknowledgment, or NYNEX\n                                           will provide a reasonable explanation\n                                           why the Program Error requires a\n                                           longer interval to correct.\n\n                                  4.       If the Program Error must be\n                                           corrected by a binary change,\n                                           Infoseek will provide a workaround or\n                                           fix, at the earliest, approximately\n                                           two (2) weeks after acknowledgment,\n                                           or Infoseek will provide a reasonable\n                                           explanation why the Program Error\n                                           requires a longer interval to\n                                           correct.                           \n\nIf Infoseek fails to perform its obligations under Items 3 or 4 above, NYNEX\nshall be entitled to seek injunctive relief demanding specific performance, or,\nif appropriate, access to the relevant available Source Code for the affected\nportion of the Licensed Software. In the event NYNEX is granted access to such\nSource Code such access shall be subject to the restrictions, limitations and\nobligations applicable to NYNEX set forth in the Source Code Escrow Agreement\nattached as Exhibit C to the Agreement, and shall be deemed as received pursuant\nto Section 5(a)(i) of such Escrow Agreement, regardless of whether Section 4 (a)\nof such Escrow Agreement would have been\n\n                                    23 of 25\n                                               \n\notherwise applicable or not; provided, however, NYNEX shall have access to the\nSource Code solely for the purpose of effecting the applicable Program Error\nCorrection and solely for the period of time, not to exceed sixty (60) days,\nnecessary to effect the Program Error Correction; NYNEX shall promptly\nthereafter return to the Escrow Agent the Source Code and all copies thereof,\nand shall provide to Infoseek all modifications and additions made to the Source\nCode to effect the Program Error Correction well as a copy of any revised binary\ncode created thereby. Access to Source Code for Third Party Portions under this\nExhibit C-1 and Exhibit C shall occur solely to the extent, if any, Infoseek\nshall have been granted rights from the applicable Third Party consistent\ntherewith to provide such Source Code to Licensee.\n\n\"Non-critical\"                         1. Acknowledge within four (4) working\nNYNEX Severity levels 2, 3 or 4            hours.\n\n                                       2. Workaround\/fix provided if and when\n                                           available. Provide a workaround upon\n                                           acknowledgment, if available.\n                                        \n                                        3. Provide NYNEX with a fix, if and when\n                                           available in a subsequently released\n                                           product.\n\n                                    24 of 25\n                                               \n\nThe severity level of a Program Error will be jointly determined by Infoseek and\nNYNEX pursuant to the following definitions:\n\nProgram Error Severity Levels\n\n1.       Major impact* and no workaround** exists\n\n2.       Major impact, but a workaround exists\n\n3.       Significant deviation from Documentation\n\n4.       Minor deviation from Documentation, inconsistent or inconvenient to \n         use.\n\n5.       No bug, determined to be operator error or a third party error\n\n6.       Enhancement\n\n\n- ----------------\n*        Major impact- directly attributable to Licensed Software and not\n         attributable to any hardware, server, operating system or window\n         manager and causes the workstation, network or software to crash under\n         normal operating conditions, severely impacts production or results in\n         corruption of datafile.\n\n**       Workaround- an alternative that can be used to obtain the same\n         functionality.\n\n\n\n                                    25 of 25\n\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":[9613,9616],"class_list":["post-42808","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__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42808","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=42808"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42808"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42808"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42808"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}