Relationship Agreement

Intel - USWeb Relationship



This Agreement ("Agreement") is entered into effective as of November 7, 1997 ("Effective Date") by and between USWeb Corporation ("USWeb"), a Delaware corporation, having an office at 2880 Lakeside Drive, Santa Clara, CA 95054, ("USWeb") and Intel Corporation, a Delaware corporation, having an office at 2200 Mission College Blvd., Santa Clara, California 95052, U.S.A. ("Intel").



Intel and USWeb hereby agree as follows:



1. Intel/USWeb Advisory Committee: The purpose of this Agreement is to

------------------------------ initiate and foster an effective, collaborative, workin g relationship between Intel and USWeb under the terms hereinafter set forth. In furtherance of this objective, the parties agree to immediately establish a joint advisory committee ("Advisory Committee"). The Advisory Committee will consist of six memb e rs, with each party designating three representatives. The purpose of the Advisory Committee will be to oversee the development and implementation of the initiatives contemplated under this Agreement and, correspondingly, the expenditure of budgetary ite m s in an amount of $2,500,000, of which $2,000,000 shall be funded by USWeb and $500,000 shall be funded by Intel. The expenditure of such budgetary items shall be allocated as set forth in a letter from Intel to USWeb (the "Intel Letter") that Intel will deliver to USWeb on or before 35 days after the Effective Date, provided that Intel may extend the deadline for delivery of the Intel Letter for a reasonable period of time.



The parties recognize that, periodically, adjustments to the planned initiatives, consistent with their mutual interests, may be appropriate. Accordingly, the parties agree that the Advisory Committee shall meet on a regular basis, as circumstances warrant, but no less than quarterly, and that at least two representatives of each of t he parties will attend the meetings in person or by conference call. Any changes to matters set forth in the Intel Letter subsequent to the date it is delivered to USWeb must be approved by the Advisory Committee.



2. Dedicated Intel Program Manager: Intel will assign a dedicated program

------------------------------- manager to the USWeb account to ensure that all agreed-upon activities outlined in this Agreement are fully implemented to the reasonable satisfaction of both parties.



3. Business Solutions. Intel is seeking to promote, in collaboration with

------------------ USWeb, the development and deployment of web-enabled, end-to-end Business Solu tions ("Business Solutions") that utilize high-end Intel Architecture ("IA"). The type, character and number of these Business Solutions will be as determined by the Advisory Committee from time to time but including the



Intel Confidential Business Solutions set forth in the Intel Letter.



3.1. In order to achieve these Business Solutions objectives, the

Advisory Committee will seek to identify Business Solutions that

run on high-end IA as the Advisory Committee deems appropriate

but including the Business Solutions designated in the Intel

Letter to be completed by the dates set forth therein. The Intel

Letter shall specify the schedule for developing and deploying

the Business Solutions and actions to be taken by the parties to

facilitate the development and deployment of the Business



3.2. USWeb agrees to incur costs in an aggregate amount set forth in

the Intel Letter, such amounts to be incurred in developing and

deploying all of the Business Solutions, including business,

sales and marketing plans for the Business Solutions. USWeb shall

incur approximately the same amount for each Business Solution.



3.3. All deadlines under this Agreement shall be extended to

compensate for any delays approved or caused by the Advisory

Committee or by Intel. USWeb and Intel will mutually determine

those ISVs and other vendors, including, but not limited to,

hardware and software vendors, that will provide products and/or

services in connection with the development and deployment of the

Business Solutions. The structure and terms of these

relationships with third-party vendors will be determined by

mutual agreement of the parties.



3.4. The Advisory Committee will analyze the success of each Business

Solution and determine appropriate adjustments to the program on

all levels (e.g. corporate, field offices and vendor relations).



3.5. Intel will designate a representative who will participate in

USWeb's Business Solutions Group practice on an ongoing basis to

work with USWeb and the Advisory Committee in an effort to define

and identify those solutions which shall comprise the Business

Solutions and to provide input during the implementation of those

Business Solutions that are selected.



3.6. USWeb grants to Intel, during the term of this agreement, for

marketing purposes only, a royalty-free license to display

publicly all Business Solutions developed by USWeb, and to

display and distribute publicly screen shots and other digital

images of the Business Solutions. USWeb will cooperate with Intel

in providing, developing and supporting demos.



Intel Confidential

3.7. Except for the licenses granted in this Section, USWeb shall own

all title to, and interest in, the Business Solutions, including,

without limitation, all patents, copyrights, trademarks and trade



4. Technology Showcase. USWeb will showcase the Business Solutions in USWeb's

--- ---------------- Internet Strategy & Solutions Center ("Center"), and shall otherwise establish IA as an internet/intranet/extranet platform for delivering business solutions to corporate customers in the Center in accordance with guidelines to be set forth in the Intel Letter.



4.1. USWeb agrees to exercise substantial efforts to promote Intel at

the Center. To this end, USWeb agrees to expend such amounts

within such timeframes as shall be set forth in the Intel Letter

in connection with marketing efforts related to the Center and

specifically designed to promote Intel and the Intel brand,

including signage and displays of Intel logos, joint press

activities, and distribution of Intel material. The Intel Letter

shall also address the types of demos that will be demonstrated

on the Advanced Internet Technology Showcase of the Center.



4.2. Intel shall have the right to participate in the Center's web

site. Participation will include, but not be limited to, links to

the Intel home page and specific columns, as determined by the

Advisory Committee.



4.3. Intel shall have a right of first offer whereby Intel may sponsor

the SiteCast production studio.



5. ISV Networking. USWeb will evaluate and use, unless prevented by non-

-------------- suitability, software solutions from ISV's who are optimizing their products for IA.



5.1. USWeb and Intel, under the guidance of the Advisory Committee,

will develop a plan to jointly introduce ISV's at venues and

tradeshows such as Internet World and other selected forums.



5.2. Each party will evaluate and use, where appropriate, software

solutions from strategic ISVs identified by the other party.



5.3. Each party agrees to highlight and market the advantages of ISV's

recommended by the other party and selected for soluti ...