Software Distribution & License Agreement

CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.





XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT



This Agreement is made between Infoseek Corporation ("INFOSEEK"), with offices at 2620 Augustine Drive, Suite 250, Santa Clara, California 95054 and XSoft, a Division of XEROX CORPORATION ("XEROX"), with offices at 3400 Hillview Avenue, Palo Alto, California 94306 and shall be effective as of March 31,1996.



RECITALS



XEROX has created, or has the rights to certain Lexical Technology, Lexicons and Documentation (hereinafter "Lexicons") and INFOSEEK desires to acquire a right and license to use Lexicons to provide services to INFOSEEK customers, or to incorporate Lexicons in certain INFOSEEK Software for sublicense to customers, under the terms and conditions set forth in this Agreement; and



XEROX is willing to grant such rights and licenses and provide Technical Support as required herein; and:



In consideration of the mutual Agreements contained in this Agreement, XEROX and INFOSEEK hereby agree as follows:



I. DEFINITIONS



1.01 "Lexicons" means all software, in object format, and documentation

identified in Attachment I hereof, and shall include all ports,

modifications, improvements, enhancements, additions, derivative works,

updates, releases and versions thereof, all of which have been

explicitly identified in Attachment I hereof.



1.02 "LICENSED SOFTWARE" means any work derived from the combination of the

Lexicons and INFOSEEK Internet Search Software identified in Attachment

I hereof, and for which a royalty schedule has been defined and agreed

by the parties. LICENSED SOFTWARE shall include all modifications,

improvements, enhancements, additions, derivative works, updates,

releases and versions thereof, of which derivation was created or

developed by or on behalf of INFOSEEK.



1.03 "Documentation" is identified in Attachment I and means written text

including but not limited to manuals, brochures, specifications and

software descriptions, in electronic, printed and/or camera ready form,

and related materials customarily needed for use with Lexicons.



1.04 A "BUG" is defined as any: (a) typographical error, including efforts

in the documentation, (b) entry with a wrong lexical marking, (c)

functional or operational error or fault that is not caused by (i)

missing words or names, (ii) inaccurate input of data by Licensee or

end-user, or (iii) unauthorized alteration or modifications of the

Licensed Software, or (d) incorrect or incomplete statement or diagram

in the Documentation.



II. TITLE TO LICENSED SOFTWARE, DERIVATIVE WORKS & MARKETING RIGHTS



2.01 Title to and ownership of the Lexicons resides in XEROX. Title to the

LICENSED SOFTWARE created or developed using Lexicons by or on behalf

of INFOSEEK shall reside in INFOSEEK. INFOSEEK acknowledges that title

to and ownership of Lexicons incorporated in the LICENSED SOFTWARE

shall at all times remain with XEROX.



2.02 Any reproduction of any portion of the Lexicons by INFOSEEK will

include any proprietary and statutory copyright notices present in the

originals received from XEROX unless otherwise stated in Attachment I.



2.03 When INFOSEEK uses the Lexicons for research purposes, including, but

not limited to processing text corpora for linguistic analysis or using

the Lexicons as a part of a larger computer system, INFOSEEK shall

include a proper reference to the Xerox Lexicons and their

documentation in INFOSEEK's published or unpublished reports, research

articles or other written works. XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT



2.04 INFOSEEK is granted the right to use XEROX's name, copyright, logos,

trade names and trademarks for the purposes of identification of the

LICENSED SOFTWARE or Lexicons under this Agreement. Further, XEROX's

name will be used only in an ethical and commercially reasonable

manner, for the products developed under this Agreement. All other

applicable rights to patents, copyrights, trademarks, and trade secrets

in Lexicons remain with XEROX.



2.05 For all distribution, INFOSEEK will require that any use of the

LICENSED SOFTWARE will include all copyright notices sufficient in form

and substance to adequately protect and preserve XEROX's copyright

therein, including but not limited to, any manuals and an appropriate

screen of a product using the LICENSED SOFTWARE.



III. LICENSE GRANT



3.01 XEROX grants and conveys to INFOSEEK a non-exclusive (except as noted

elsewhere in this Agreement), world-wide right and license to market,

use, maintain, reproduce, distribute, display, and/or sub-license

Lexicons, in object code format, as incorporated in the LICENSED

SOFTWARE and for which software a royalty schedule or a periodic

license payment is defined in Attachment II.



3.02 INFOSEEK acknowledges that it has no rights to XEROX's Finite State

development tools which are used to produce Lexical Products and



3.03 XEROX will provide INFOSEEK with written notification of pending new

updates, releases and versions and availability thereof, sufficiently

in advance of publication in order for INFOSEEK to react in a timely



IV. ROYALTY



4.01 INFOSEEK will pay XEROX a royalty based on advertising revenue received

by INFOSEEK which is related to LICENSED SOFTWARE, and/or a Periodic

License Fee, as defined in Attachment II entitled "ROYALTY/PERIODIC

FEES."



V. MARKETING OF LICENSED SOFTWARE



5.01 XEROX will provide to INFOSEEK all relevant marketing information in

its possession, technical specifications, and update descriptions

related to Lexicons for the primary purpose of promotion thereof as

incorporated in the LICENSED SOFTWARE, so that INFOSEEK can, on a

periodic basis and as new changes or additions occur, distribute the

same to its sales force and customers. During the term of this

Agreement, INFOSEEK may also include Lexicons product description and

information in any INFOSEEK literature. The distribution of such

literature by INFOSEEK will be at the expense of INFOSEEK. INFOSEEK

may, at their option and expense, prepare its own promotional

literature relating to Xerox Lexicons and the LICENSED SOFTWARE, and

distribute the same to its sales force and customers.



VI. ENHANCEMENTS TO Lexicons



6.01 During the term of this Agreement, XEROX will provide INFOSEEK with bug

fixes to all BUGs reported by INFOSEEK, according to the procedure,

outlined in Attachment III. Xerox may, at its discretion, provide

INFOSEEK with periodic updates of or revisions to Lexicons, including,

but not limited to, re-implementation for different computer processors

or programming languages. Xerox will provide INFOSEEK with any updates

or revisions made generally available to other customers. Any update,

revision or modification of the Lexicons so provided shall be covered

by the provisions of this Agreement as identified in Attachment I

"Specifications." XEROX' sole obligations regarding support,

enhancements and maintenance of the Lexicons are limited to the

descriptions in Attachment III "Technical Support".











2. 3/28/96 XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT



6.02 INFOSEEK may, at its discretion, provide XEROX with feedback relative

to its use of Lexicons, including but not limited to errors and other

corrective information, modifications, extensions and suggested changes

relative to supporting documentation.



6.03 INFOSEEK grants to XEROX an irrevocable, non-exclusive, royalty-free

world-wide license covering any and all rights owned, controlled or

licensable by INFOSEEK relating to such corrections, modifications,

extensions and supporting documentation of Lexicons pursuant to this

agreement. XEROX shall have the right under this license to make, have

made, use, sell, lease, reproduce, prepare derivative works, including

the right to any modifications or improvements and the like made at the

suggestion of INFOSEEK or based on the aforesaid feedback and to

distribute, sublicense and otherwise dispose of any of the foregoing

rights in connection with the licensed subject matter, and to

sub-license others to perform any of these acts.



VII. SPECIFICATIONS, DELIVERY AND ACCEPTANCE



7.01 XEROX will deliver the Lexicons and test suite in accordance with the

Specification defined in Attachment I and any technical appendices that

later will be mutually agreed in writing.



7.02 Acceptance Procedure



Upon delivery of each of the Lexicons to INFOSEEK, INFOSEEK will: (a)

Test and evaluate Lexicons for a period of up to 30 (thirty) days, and

(b) Produce a list of changes and modifications needed to bring the

Lexicons to conformance with the Specification in Attachment I.



Upon receipt of the required changes, XEROX will: (c) Correct BUGs at

no charge and (d) deliver to INFOSEEK a final version of the Lexicons.



7.03 INFOSEEK may request changes to the Lexicons which include enhancements

to the product beyond those included in the Specification. XEROX will

discuss such enhancements with INFOSEEK but will be under no obligation

to implement any such enhancements, unless agreed by the parties in

writing as to content, schedule and fees for changes to the



7.04 INFOSEEK and XEROX will each designate individuals who will serve as

liaisons for the term of the agreement. These liaisons will be

identified in Attachment I.



7.05 XEROX shall provide to INFOSEEK a master set of the Lexicons suitable

for reproduction. INFOSEEK may use the master set solely to copy and

develop products and services to be distributed to third parties in

accordance with this Agreement.



VIII. WARRANTY



8.01 XEROX represents and warrants that Lexicons is substantially free from

program errors or other problems and fully meets the Specifications

recited in Attachment I.



8.02 If any BUGs are discovered by INFOSEEK, XEROX shall correct such BUGs

at no charge to INFOSEEK within a correction period of thirty (30) days

following receipt of written notice from INFOSEEK of such BUG. Product

enhancements and other program errors will be corrected according to

acceptance procedure outlined in clause VII.



3. 3/28/96 XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT



8.03 XEROX warrants that the master of the media on which the Lexicons are

contained shall be free of physical defects. If at any time defects are

discovered, INFOSEEK shall notify XEROX immediately and XEROX shall

correct the defects by providing a new master on a new media



8.04 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, XEROX HEREBY

DISCLAIMS AND INFOSEEK HEREBY EXPRESSLY WAIVES ANY AND ALL OTHER

EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, AND ANY

AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED

WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.



IX. TECHNICAL SUPPORT



9.01 XEROX shall provide technical support and maintenance of Lexicons to

INFOSEEK in conformity with the terms and conditions defined in

Attachment III, entitled "Technical Support."



X. TERMINATION



10.01 This Agreement shall be effective from the date hereof and shall remain

in effect for an initial three year period thereafter. It will

automatically renew for additional one year periods of time unless

either party, in writing and with 90 day notice, objects to such



10.02 Either XEROX or INFOSEEK may terminate this Agreement by written notice

of termination to the other party upon a material breach by XEROX or

INFOSEEK which has not been cured within thirty (30) days of written

notice of such breach. Termination for material breach shall take

effect 90 days after written notice of such breach has been provided,

if said breach has not been cured. The Confidential Obligations (the

obligations as to CONFIDENTIAL INFORMATION) herein and any other

remedies available, such as return of fees, shall not be waived and

shall survive termination.



10.03 Upon termination of this Agreement the license shall immediately cease

and INFOSEEK shall:



(a) promptly cease the distribution of and/or the provision of

services based on LICENSED SOFTWARE to any new sub-license partners,

OEMs or end-users;



(b) promptly cease use of the LICENSED SOFTWARE incorporating the

Lexicons, including its use on any processor, except as is required for

providing maintenance to its existing customers;



(c) promptly cease provision of services based in whole or in part on

the Lexicons;



(d) return the master copies of Lexicons and return or destroy all

copies of Lexicons and supporting documentation; INFOSEEK may, however,

retain one (1) copy of the Lexicons and Documentation to be used solely

for support purposes.



(e) remove Lexicons from LICENSED SOFTWARE not returned or destroyed;



(f) certify in writing to XEROX that it has performed these acts, and

the obligations under clauses 2 and 15 shall remain in force until

INFOSEEK has performed these acts.



10.04 Upon completion of the third year payments, the royalty and/or fees

paid by INFOSEEK to XEROX for the licenses of the Lexicons constitutes

a "fully paid-up" license to use such Lexicons in LICENSED SOFTWARE.

Thereafter, termination of this Agreement shall not act to terminate

such fully paid-up licenses granted by XEROX pursuant to this



10.05 All valid INFOSEEK sub-licenses, in effect on the date of termination,

shall survive the termination of this Agreement.





4. 3/28/96 XSOFT / INFOSEEK SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT



XI. INDEMNIFICATION



11.01 XEROX represents and warrants that it has sufficient right, title and

interest in and to the Lexicons to enter into this Agreement and

further warrants that the Lexicons do not infringe any patent,

copyright or other proprietary right of a third party and that it has

not been notified by a third party of a possibility that the Lexicons

might infringe any patent, copyright or other proprietary right of a

third party.



11.02 XEROX shall defend INFOSEEK from, and pay any judgment for, any claim,

action or other proceeding brought against INFOSEEK or INFOSEEK

licensee of the Lexicons arising from the use of the Lexicons,

providing that INFOSEEK promptly notifies XEROX in writing of any

action or claim, allows XEROX, at XEROX expense, to direct the defense,

gives XEROX full information and reasonable assistance required to

defend such suit, claim or proceeding, at no out-of-pocket expense to

INFOSEEK, and allows XEROX to pay any judgment, provided further that

XEROX shall have no liability for any claim, action or other proceeding

based upon acts or omissions by INFOSEEK or for settlements or costs

incurred without the knowledge of XEROX. This indemnity shall not apply

to any alleged infringement caused by combination with other software

or products when the alleged infringement would not have occurred but

for said combination. To avoid infringement, XEROX may, at its option,

and at no charge to INFOSEEK, obtain a license or right to continue the

use of the Lexicons, or modify the Lexicons so it no longer infringes,

but is still an equivalent of the Lexicons, or substitute an equivalent

of the Lexicons. INFOSEEK as used in this paragraph shall include any * [ ].



XII. DISCLAIMER



12.01 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST

CONTRACTS OR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR

CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THE USE OF THE Lexicons

OR LICENSED SOFTWARE OR RELATING TO THIS AGREEMENT HOWEVER CAUSED

UNDER A CLAIM OF ANY TYPE OR NATURE BASED ON ANY THEORY OF LIABILITY

(INCLUDING CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF SUCH

DAMAGES HAS BEEN COMMUNICATED. THIS DISCLAIMER DOES NOT APPLY TO

THE INDEMNIFICATION OF SECTION XI.



XIII. FORCE MAJEURE



13.01 Neither party shall be liable to the other for its failure to perform

any of its obligations hereunder during any period in which such

performance is delayed by circumstances beyond its reasonable control,

provided that the party experiencing such delay promptly notifies the

other party of the delay.



XIV. ETHICAL STANDARDS



14.01 XEROX agrees that with respect to its role as supplier to INFOSEEK

including any interaction with any employee of INFOSEEK, it shall not:

(1) give or offer to give any gift or benefit to said employee, (2)

solicit or accept any information, data, services, equipmen ...