Software License Agreement

EXHIBIT 10.56



*CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTION HAS BEEN FILED

SEPARATE WITH THE SECURITIES AND

EXCHANGE COMMISSION.





SOFTWARE LICENSE AGREEMENT



This Agreement, dated as of May 8, 1996 (the "EFFECTIVE DATE") is entered into by and between HNC SOFTWARE INC. ("HNC'), a corporation organized under the laws of the state of Delaware, and INFOSEEK CORPORATION ("LICENSEE"), a corporation organized under the laws of California.



WHEREAS; HNC is the developer and owner of a proprietary software system known as CONVECTIS(TM);



WHEREAS, Licensee wishes to obtain the right to license use the HNC Software with respect to categorizing documents in conjunction with Licensee's Internet products; and



WHEREAS, HNC is willing to grant such rights to Licensee on the terms and conditions set forth in this Agreement;





In consideration of the mutual agreements contained herein, the parties hereby agree as follows:



1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings indicated below:



(a) "HNC DOCUMENTATION" shall mean the user's guides or manuals, published by HNC and supplied with the HNC Software and which are generally supplied by HNC to licensed end users and shall also include documentation for customized options delivered to Licensee.



(b) "END-USER" shall mean any subscriber and/or licensee of Licensee's Internet products, which shall include Licensee.



(c) "HNC SOFTWARE" shall mean the CONVECTIS server application and the CONVECTIS tuning application, and any licensed options, modifications, or enhancements thereto, as supplied to Licensee by HNC pursuant to licenses granted under this Agreement.



(d) "ERROR" shall mean any failure of the HNC Software to substantially conform to the specifications set forth in Exhibit G.



(e) "LICENSED APPLICATION" shall mean the automatic categorization of Internet information into groups.



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(f) "CONTEXT VECTORS" shall mean the HNC Software-generated *mathematical representation of Licensee [] which does not include the [] *or cannot be [] to [] the [].



2. LICENSE.



(a) Subject to the terms and conditions of this Agreement,

during the term of this Agreement, HNC grants to Licensee a, nonexclusive,

nontransferable right and license to:



(i) use, maintain, display, and reproduce (in object

code form only), for the Licensed Application the HNC Software in accordance

with Exhibit A.



* (ii) market, promote and provide [] produced by the

HNC Software to End Users as a part of Licensee's Internet products.



* (iii) provide first-line support for the [] produced

by the HNC Software to End Users.



(iv) Nothing herein entitles Licensee to use, market or

provide any of the HNC Software to any third party except in accordance with

the terms and conditions of this Agreement.



(b) HNC reserves all rights not expressly granted hereunder.



* (c) HNC agrees not to [] the [] to [] Inc. [], Inc., *[], Inc., and [], Inc. for the [] for a term of [] from the Effective Date.



* (d) HNC agrees not to provide the benefit of the [], for a



*period of [] after such [] are created, to any of the [] listed in Exhibit J. *The parties agree that the list in Exhibit J shall be limited to []. HNC agrees *that Licensee may, at [] intervals, beginning on the Effective Date, amend *Exhibit J to add and delete [], except that if HNC is already in bona fide [] *with any such added [], then HNC may provide the benefit of the then-current [] *to such [] by providing written documentation of such [] to Licensee and by *completing a [] with such [] within [] days of such amendment.



3. MARKETING RESPONSIBILITIES.





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(a) Licensee shall be solely responsible for the marketing,

promotion, and/or distribution of Licensee's products.



(b) Licensee shall indicate use of the HNC Software in those

Licensee marketing materials and product documentation described in Exhibit K.



(c) During the term of this Agreement, Licensee shall include

a graphic with linked URL supplied by HNC in a location mutually agreed upon by

the parties.



4. ACCEPTANCE OF THE HNC SOFTWARE; MODIFICATIONS TO THE HNC SOFTWARE BY



(a) HNC shall participate jointly with Licensee in the testing



of the HNC Software in accordance with the installation and testing procedures

set forth in Exhibit D (the "Acceptance Test Procedures"). The Acceptance Test

Procedures shall be designed to determine whether the HNC Software

substantially conforms to the HNC and Licensee mutually agreed upon Requirement

Analysis. Each party will inform the other of each Error as it is discovered by

such party, and HNC will correct each Error as soon as reasonably possible

after it is reported. The process of testing the Error reporting and correction

will continue and be repeated until the HNC Software successfully completes the

Acceptance Test Procedures or until the "Test Completion Deadline" set forth in

Exhibit D is reached, whichever occurs first. Both parties shall act promptly

in testing the HNC Software and in reporting Errors pursuant to this Section 4. *HNC shall have [ ] days following the Test Completion Deadline to correct any

remaining Errors reported by Licensee on or before such date.



(b) In the event that HNC fails to correct such Errors within *the [ ] period described in section (a) immediately above, Licensee may, at

its option and as its exclusive remedy, (i) agree in writing with HNC to extend

the time period in which HNC is required to correct such Errors, (ii) agree in

writing with HNC to modify applicable Specifications or Acceptance Test

Procedures, or (iii) terminate this Agreement by giving HNC written notice of

termination within thirty (30) days after the date on which HNC is required to

correct such Errors (as such date may be extended under subparagraph (i)

above). In the event that Licensee elects to terminate this Agreement pursuant *to subparagraph (iii) immediately above, HNC shall refund to Licensee [ ] the

one-time installation fee referred to in Exhibit A of this Agreement and any

other amounts which shall have been paid by Licensee under this Agreement.

Additionally, all licenses granted to Licensee under this Agreement shall

immediately terminate, and Licensee shall promptly return to HNC all copies in

its possession of the HNC Software, Documentation and other materials received

from HNC under this Agreement, and neither party shall have any further

obligations to the other party except for the confidentiality obligations under

Section 7.



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(c) Unless rejection of the HNC Software by Infoseek occurs

prior thereto, the HNC Software shall be deemed to have been accepted by

Licensee upon the earlier to occur of (i) the successful completion of the

Acceptance Test Procedures, or (ii) the first date on which Licensee makes the

information provided by the HNC Software available to End Users, excepting in

conjunction with Licensee's use of the HNC Software for testing and acceptance *purposes, including external beta testing; or (iii) [ ]. At HNC's request at

such time, Licensee shall furnish HNC with a certificate confirming Licensee's

acceptance of the HNC Software.



(d) If Licensee and HNC jointly agree to use HNC resources for

any additional consultation services, then such additional services will be

charged either on a negotiated and mutually agreed upon fixed price basis or on

a time and materials basis according to HNC's then current published rate



5. PAYMENTS TO HNC.



(a) Except as otherwise provided in Exhibit A of this

Agreement, all payments due to HNC hereunder shall be due and payable in full

within thirty (30) days of receipt by Licensee of a proper invoice therefor.

All past due payments will accrue interest at a rate of one and one-half

percent (1.5%) per month on the unpaid balance from the due date until paid in



(b) Except as otherwise specified herein, all obligations with

respect to the amounts due either party shall survive any expiration or

termination of this Agreement.



(c) All payments by Licensee to HNC under this Agreement for

any fees due hereunder will be exclusive of any sales, use, service, value

added or withholding taxes, or any other levy, tariff, duty or tax of any kind

whatsoever imposed by any governmental authority with respect to the services

rendered or expenses incurred by HNC hereunder (other than a tax imposed upon

HNC's income). Licensee agrees to pay, within thirty (30) days of receipt of

the applicable HNC invoices, any such tax whenever such tax is imposed by a

governmental authority.



6. SUPPORT AND MAINTENANCE. HNC's responsibility to provide support or

maintenance for the HNC Software is set forth in Exhibit B to this Agreement.



7. PROPRIETARY RIGHTS; CONFIDENTIALITY.



(a) Ownership. Licensee acknowledges and agrees that HNC will

own the sole and exclusive worldwide right, title and interest in and to the *HNC Software, [ ], Enhancements to the HNC Software, the Documentation and



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worldwide intellectual property rights therein and all copies thereof, in whole and in part, subject only to Licensee's limited license rights to use such HNC Software and Documentation as permitted by this Agreement.



(b) Notwithstanding any rights granted in Section 2 above, HNC reserves the right to restrict Licensee's use of HNC's trademarks and/or tradenames, including, but not limited to, HNC, HNC Software, Content Mining and/or Convectis, except as expressly permitted in writing by HNC. Notwithstanding the foregoing, Licensee shall: (i) reference its use of HNC technology and the HNC Software in copyright and/or other proprietary rights notices required under this Agreement; and (ii) place HNC's logo with URL link at a location mutually agreed to by the parties.



(c) The HNC Software contains trade secrets of HNC and to protect them Licensee agrees that Licensee will not decompile, reverse engineer, disassemble or otherwise reduce the HNC Software to a human perceivable form or permit any other party to do so. Licensee may not modify, adapt, translate, rent, lease, sell, sublicense, loan, resell for profit, distribute, time-share or create any derivative works based upon, the HNC Software or any portion thereof or permit any other party to do so. HNC agrees that HNC will not decompile, reverse engineer, disassemble or otherwise reduce the Context Vectors to a form permitting access to the underlying text or permit any other party to do so.



(d) Confidentiality. Licensee and HNC each agree that neither will, at any time during or after the tenn of this Agreement, disclose or disseminate to any other person or entity, or use except as permitted by this Agreement, any information regarding the business, data, processes, technology, software or products of the other party obtained during the course of performance under this Agreement (the "CONFIDENTIAL INFORMATION"). The Confidential Information of HNC will include, but not be limited to, the HNC Software, the Documentation and any related materials. The Confidential Information for Licensee will include, but not be limited to information about its business plans, its directory data, its Internet business, and any other non-public data provided by Licensee to HNC. Each party will use its best efforts to ensure that any Confidential Information obtained from the other party will be disclosed only to the receiving party's employees and agents and only on a "need-to-know" basis, and that such employees and agents will be bound by an obligation to maintain the confidentiality of the Confidential Information similar to the obligations of HNC and Licensee under this Section. Nothing contained herein will be construed to restrict or impair in any way the right of the parties to disclose or communicate any information which (i) is at the time of its disclosure hereunder generally available to the public; (ii) becomes generally available to the public through no fault of the receiving party; (iii) is, prior to its initial disclosure hereunder, in the possession of the receiving party as evidenced in a documentary form; (iv) is independently developed by a party without use of or reference to any of the other party's Confidential Information; or (v) is acquired by the receiving party from any third party having a right to disclose it to the receiving party; provided however, that either party may disclose the terms and conditions of this Agreement



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to supervisory or regulatory authorities, their counsel and accountants or otherwise, if legally required.



(e) Remedies: Survival. HNC and INFOSEEK agree that in the event that either party breaches any of the provisions contained in this Section 7, then, notwithstanding the provisions of Section l3(k), the nonbreaching party shall be authorized and entitled to seek from any court of competent jurisdiction (i) a temporary restraining order, (ii) preliminary and permanent injunctive relief; and (iii) an equitable accounting for all profits or benefits arising out of such breach. Such rights or remedies shall be cumulative and in addition to any other rights or remedies to which the non-breaching party may be entitled. The provisions of this Section 7 shall continue in effect following termination of this Agreement and expiration or termination of the Term.



(f) Public Disclosure. HNC and Licensee shall cooperate in the preparation of one or more joint press releases with respect to the subject matter of this Agreement. However, no such release shall be issued without the written consent of both parties. Such consents shall not be unreasonably withheld or delayed.



(g) Confidentiality of Agreement. The terms and conditions of this Agreement are and shall remain and be kept completely confidential by the parties and their employees and agents and shall not be disclosed to any third party without the prior written consent of the other party; provided however, that either party may disclose the terms and conditions of this Agreement to (i) potential acquirers or financial investors, or (ii) to their legal counsel and accountants, and to governmental agencies or authorities (including but not limited to the Securities and Exchange Commission) or otherwise if such party believes such disclosure is legally required. If a party needs to disclose the terms of this Agreement for financial investment purposes or is legally required to disclose the terms of this Agreement to any governmental agency or authority, it will promptly advise the other party and attempt to limit disclosure and seek confidential treatment of such disclosed information.



8. LIMITED WARRANTIES OF HNC.



(a) HNC represents and warrants to Licensee that: (i) HNC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) HNC has the corporate power and authority to enter into this Agreement and perform all of its obligations hereunder; and (iii) HNC is the sole and exclusive owner of and/or has all necessary rights to all intellectual property rights in and to the HNC Software; HNC has all legal right and authority to grant and convey to Licensee the rights and licenses contained in this Agreement without violation or conflict with any law; there is no action, suit, claim, arbitration, or other proceeding pending or threatened which questions this Agreement or HNC's ownership of the HNC Software or any intellectual property rights therein; the HNC Software does not infringe upon any proprietary right or intellectual property rights of any third party.



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(b) Conformity to Specifications. HNC hereby warrants that the HNC Software will conform in all material respects to the specifications described in Exhibit G hereto and will function in accordance with such specifications in all material respects during the term of this Agreement. In the event that Licensee discovers a material malfunction in the HNC Software (a "Program Error"), HNC agrees to use its best efforts to correct, cure, replace or otherwise remedy, at HNC's option, such Program Error at HNC's sole expense in accordance with the procedures specified in Exhibit L. Licensee agrees to cooperate and work closely with HNC in a prompt and reasonable manner in connection with HNC's correction efforts. Licensee's sole remedy for any breach of warranty under this Section will be to have HNC use its reasonable best efforts to cure such breach as provided herein.



(c) WARRANTY DISCLAIMER. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES SET FORTH IN THIS SECTION, HNC MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE OR CORRESPONDENCE WITH DESCRIPTION.



9. INFRINGEMENT OF THIRD PARTY RIGHTS.



(a) Indemnification. HNC will indemnify Licensee against, and hold Licensee harmless from, any liability, cost, loss, or expense arising out of any claim, demand, or action alleging that the HNC Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Licensee hereunder infringes any third-party rights in a trade secret, a copyright, patent, or trademark; provided that: (i) Licensee promptly gives written notice of the claim, demand, or action to HNC; (ii) Licensee gives prompt, reasonable assistance to HNC at HNC's expense in connection with the defense and/or settlement of such claim, demand or action; and (iii) HNC directs, controls, and fully participates in the defense of or any settlement of such claims, demand or action.



(b) Exceptions. Notwithstanding the foregoing, HNC's indemnity obligations under Section 9(a) above will not apply, when the alleged infringement would not have occurred but for said modifications or combinations to any claim, demand or action to the extent arising from: (i) modifications made to the HNC Software that were not authorized by HNC; or (ii) the combination of the HNC Software with any products not provided by HNC.



(c) Injunctions. In the event that Licensee's use of the HNC Software or portion thereof in accordance with this Agreement is enjoined in an action as described in Section 9(a) above, or HNC reasonably believes that it will be so enjoined, then HNC will use its best efforts to promptly, at its sole option and expense: (i) procure for Licensee the right to continue using the HNC Software or portion thereof; (ii) replace the same with non- infringing software of equivalent functions and efficiency.



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(d) Sole and Exclusive Remedy. The remedies specified in this Section 9 will be Licensee's sole and exclusive remedies in connection with any alleged or actual infringement or misappropriation of any intellectual property rights by the HNC Software or the Documentation. "HNC" Software as used in this Section 9 shall include the Documentation.



10. LIMITS ON LIABILITY.



(a) Limited Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF BUSINESS OR FOR INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES SUFFERED BY LICENSEE, IT'S CUSTOMERS OR OTHERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE HNC SOFTWARE, THE DOCUMENTATION OR ANY OTHER HNC PRODUCTS OR SERVICES, FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING BUT NOT LIMITED TO TORT, CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY AND BREACH OF WARRANTY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



(b) Limit on Maximum Liability. EXCEPT FOR HNC'S OBLIGATIONS PURSUANT TO SECTION 9, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE TOTAL DOLLARS PAID BY LICENSEE TO HNC UNDER THIS AGREEMENT (EXCLUSIVE OF INSTALLATION FEES AND REIMBURSED EXPENSES) FOR THE FIRST TWELVE (12) MONTHS DURING WHICH ANNUAL LICENSE FEES ARE DUE AND PAYABLE TO HNC HEREUNDER.



11. SOURCE CODE ESCROW.



11.1 Escrow Agreement. HNC, Data Securities International, Inc. ("DSI") (or another escrow agent mutually agreeable to INFOSEEK and HNC) and INFOSEEK shall enter into a Technology Escrow Agreement in substantially the form attached hereto as Exhibit D (the "ESCROW AGREEMENTS") which sets forth the conditions under which Source Code (as defined below) for the applicable HNC Software will be released to INFOSEEK in the event of a Triggering Event as defined below. If the Source Code is released to INFOSEEK in accordance with the terms of this Section 11 and the terms of the Escrow Agreement, INFOSEEK agrees that it may use the Source Code solely for the purpose of enabling INFOSEEK to itself internally support and maintain its Licensed Use of the HNC Software during the Term in accordance with the terms and conditions of this Agreement. As used in this Section 11, the term "SOURCE CODE" means, collectively, source code deposited on computer magnetic media, test programs and program specifications, compiler and assembler descriptions, descriptions and locations of third-party computer programs required to use or support the HNC Software, and technical documentation that HNC uses to maintain or support the HNC Software, to the extent such exists at the time of the deposit



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of the Source Code into the deposit account pursuant to the Escrow Agreement or in the month prior to such deposit. Within thirty-five (35) days after the Acceptance Date of each Version of the HNC Software that INFOSEEK elects to install on the Designated System, HNC shall deposit one (1) copy of the Source Code for such Version of the HNC Software into a deposit account with DSI pursuant to the Escrow Agreement. Receipt of the Source Code by INFOSEEK under the terms of the Escrow Agreement shall not by itself terminate this Agreement. If INFOSEEK receives the Source Code for HNC Software under the terms of the Escrow Agreement, such Source Code shall be subject to all terms of ownership, use, access, disclosure, payment to HNC and termination specified in this Agreement. HNC agrees to update escrow deposits from time to time by promptly placing all upgrades, enhancements, and New Versions of the HNC Software in escrow with DSI. INFOSEEK shall pay all expenses charged by DSI to establish and maintain the escrow arrangement. In the event of any conflict between this Agreement and the Escrow Agreement, this Agreement shall control.



11.2 Triggering Event Defined. As used herein, "TRIGGERING

EVENT" means and includes the following:



11.2.1 Action by HNC under any state corporation or

similar law for the purposes of dissolution;



11.2.2 Action by HNC under any state insolvency or

similar law for the purpose of its bankruptcy or liquidation;



11.2.3 A voluntary filing by HNC of a petition for

relief under Chapter 7 or Chapter 11 of the United States Bankruptcy Code.



11.2.4 The filing of an involuntary petition in

bankruptcy against HNC that is not dismissed within sixty (60) calendar days

after its filing;



11.2.5 The occurrence of a material breach by HNC of

its obligations under Section 6 hereof to provide support and maintenance of *the applicable HNC Software, which material breach is not cured by HNC within

[ ] after HNC's actual receipt of notice of such material breach from INFOSEEK.



12. TERM AND TERMINATION.





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(a) The Initial Term of this Agreement shall commence on the

Effective Date and shall continue for a period ending five (5) years after the

date of acceptance of the HNC Software unless earlier terminated in accordance

with this Agreement. At the completion of the Initial Term, this Agreement will *automatically be renewed for one or more subsequent Renewal Terms of [] unless *and until either party, upon at [] prior to the end of the Initial Term or any

Renewal Term, notifies the other party in writing of its intent, to allow this

Agreement to expire at the end of such Initial Term or Renewal Term (as

applicable).



(b) Either party to this Agreement may, upon written notice to

the other, terminate this Agreement if the other party materially defaults in

the performance of any of its duties or obligations hereunder, provided that

such default is not curable or, if curable, shall not have been substantially

cured within ninety (90) days ...