Software License Agreement

CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTION HAS BEEN FILED

SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.





SOFTWARE LICENSE AGREEMENT



This Agreement is made and entered into by and between Infoseek Corporation

("Infoseek"), a corporation organized under the laws of the State of

California, with its principal place of business at 2620 Augustine Drive,

Santa Clara, CA 95054 and NYNEX Information Technologies Company ("Licensee"),

a corporation organized under the laws of the State of Delaware with its

principal place of business at 35 Village Road, Middleton, MA 01949 and is

effective the date it is executed by Infoseek ("Effective Date").





*A. [



]



B. "Derivative Work(s)" means a work which has been created based upon

Licensed Software, or documentation related to the Licensed Software,

such as a portation, localization, enhancement, improvement,

revision, modification, translation, abridgment, condensation,

expansion, or any other form, including a new work in which the

Licensed Software or such documentation may be recast, transformed or

adapted, which, if prepared, used and/or distributed in the absence

of appropriate authorization, would constitute an infringement of the

owner's intellectual property rights.



C. "Documentation" means the documentation described in Exhibit A.



D. "Licensed Software" means the software in binary code form specified

in Exhibit A and any Revisions of the Licensed Software (as

hereinafter defined), received by Licensee from Infoseek pursuant to

this Agreement. Licensee understands and acknowledges that portions

of the Licensed Software may be licensed by Infoseek from third

parties ("Third Party Portions") and that Infoseek's performance

hereunder is subject thereto. Infoseek agrees to use reasonable best

efforts to enter into applicable third party licenses consistent with

this Agreement, and to obtain an indemnification by the applicable

Third Party of Licensee and Sublicensees against infringement by the

Third Party Portions substantially consistent with the

indemnification provision provided by Infoseek in Sections 7.1 (other

than the last sentence) and 7.2 hereof.



E. "Revisions of the Licensed Software" means modifications to or

revisions of the Licensed Software, in binary code form, that

incorporate changes, enhancements, and upgrades to the functions and

capabilities of the Licensed Software made by Infoseek, if any, as

may be provided to Licensee pursuant to this Agreement. Licensee

shall have the option to license from Infoseek Revisions of the

Licensed Software, subject to the terms specified in Exhibit B. All

Revisions of the Licensed Software provided to Licensee shall be

considered to be Licensed Software and shall be subject to all terms

and conditions of this Agreement.



In consideration of the mutual covenants contained in this Agreement, Infoseek

and Licensee agree as follows:



1. LICENSE GRANT TO LICENSEE



1.1 Subject to the provisions of this Agreement, including all

Exhibits, Infoseek grants to Licensee a personal, worldwide,

non-exclusive, non-transferable (except as specified in

Section 1.1 c below), non-assignable (except as specified in

Section 15 below) right to:





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FOR REDACTED PORTION



1 of 25 a. use and reproduce the Licensed Software solely for

the purpose specified in Paragraph 1.2 below, in any

medium. The license granted hereunder is solely for

Licensee's internal use; and



b. use the Documentation related to the Licensed

Software solely in conjunction with the

permitted use of the Licensed Software; and



c. Licensee may sublicense the Licensed Software, to any

Affiliate as defined in Section 15 below

("Sublicensee") provided that (i) Licensee gives

Infoseek at least thirty (30) days prior written

notice of such sublicense, (ii) the Sublicensee

agrees to be bound by, and Licensee shall ensure that

Sublicensee shall perform, all the provisions of this

Agreement applicable to Licensee, provided, however,

that such Sublicensees shall have no right to further

sublicense the Licensed Software, and Sublicensee

shall be subject to all restrictions and limitations

as apply to Licensee; and (iii) the Sublicensee

prominently displays the Guide Icon as a link to

* the Service on a significant page of [ ] Such link

will be no less prominent than any other link to a

general Internet or Intranet search service or any

service which is directly competitive to a

then-current significant component of the Service.



* 1.2 Licensee may use the Licensed Software [ ] including a [ ]

* in conjunction with an Internet-based [ ], including "Big

* Yellow". Big Yellow as used herein means the [ ] owned and

operated by Licensee or a Sublicensee pursuant to Section 1.1

c. above. Nothing in this Agreement shall be construed as

granting license rights to Licensee to the Licensed Software

* for [ ], including, without limitation, a [ ] or [ ],

without the prior written permission of Infoseek.



1.3 Licensee shall have the right to make as many copies of the

Licensed Software as are necessary or appropriate for purposes

of exercising its license rights under this Agreement, but

agrees that all such copies will contain the copyright notices

and any other reasonable and appropriate propriety markings or

confidential legends that appear in the Licensed Software.



1.4 Licensee agrees pursuant to this Agreement not to decompile,

reverse engineer, disassemble, or otherwise determine or

attempt to determine source code for the executable code of

the Licensed Software or to create any Derivative Works based

upon the Licensed Software or Documentation, except to the

extent as may occur as part of the joint development described

in Section 8.2 below, and agrees not to allow anyone else to

do so.



1.5 Licensee acknowledges that Infoseek and its suppliers have a

proprietary interest in the Licensed Software. Licensee agrees

to use the same efforts to prevent unauthorized licensing,

copying and/or use of the Licensed Software as Licensee uses

for its own most rigorously protected software. If Licensee

becomes aware of any unauthorized licensing, copying, or use

of the Licensed Software, Licensee shall promptly notify

Infoseek in writing.



2. TITLE



- ------------- * CONFIDENTIAL TREATMENT REQUESTED

FOR REDACTED PORTION



2 of 25 Title to and ownership of the Licensed Software and the Documentation,

all Derivative Works based upon the Licensed Software or Documentation

and all works jointly developed by Infoseek and Licensee (whether in

machine-readable or printed form, in whole or in part, and including

without limitation all related technical know-how and all rights

therein (including patents, copyrights, and trade secrets applicable

thereto) are and shall remain the exclusive property of Infoseek and

its suppliers. Licensee shall not jeopardize, limit or interfere with

the such rights in the Licensed Software and related Documentation.





3 of 25 3. DELIVERY OF LICENSED SOFTWARE



3.1 Infoseek shall deliver to Licensee the deliverables for

Licensed Software as set forth in Exhibit A.



3.2 Revisions of the Licensed Software are included during the

Initial Term of this Agreement and any renewal terms under

Section 9.1.a. below; provided, however, Revisions of the

Licensed Software are not included, during the fully-paid up

license period described in Paragraph 9.1.b.



4. PAYMENTS, TAXES



4.1 Payments by Licensee under this Agreement shall be made to

Infoseek in United States dollars to Infoseek's address first

specified above or to such other address as may be indicated

by Infoseek in writing from time to time. Fees and payment

schedules are specified in Exhibit B.



4.2 All fees and charges payable by Licensee under this Agreement

are exclusive of shipping, handling, and any federal, state,

municipal or other governmental taxes, duties, licenses, fees,

excises or tariffs now or hereinafter Imposed on the use of

the Licensed Software. Licensee shall pay all taxes, whether

currently or hereafter applicable, assessed or arising out of

this transaction, including, without limitation, excise,

withholding, sales or use taxes imposed upon the Licensee, or

Infoseek, but not including any taxes based upon Infoseek's

net income.



5. CONFIDENTIAL INFORMATION



5.1 Either Infoseek or Licensee may disclose to the other certain

information that the disclosing party deems to be confidential

and proprietary ("Proprietary Information"). Such Proprietary

Information will be clearly and conspicuously marked at the

time of its first disclosure to the receiving party. Such

Proprietary Information includes, but is not limited to, the

terms of this Agreement, and technical and other business

information of Infoseek and Licensee that is not generally

available to the public.



5.2 Except as provided therein, the party receiving Proprietary

Information shall use the confidential information disclosed

pursuant to this Section 5 only to carry out the purposes

specified in this Agreement, all other uses thereof being

prohibited. The receiving party, however, will not be required

to keep confidential such Proprietary Information that becomes

generally available without fault on its part; is already

rightfully in the receiving party's possession without

restriction prior to its receipt from the disclosing party; is

independently developed by the receiving party, is disclosed

by third parties without similar restrictions; is rightfully

obtained by the receiving party from third parties without

restriction; or is otherwise required by law or judicial



6. MUTUAL REPRESENTATIONS AND WARRANTIES



6.1 Representations, Warranties, and Limitation of Liability



Limited Warranty: Infoseek represents and warrants to Licensee

that:



(i) Infoseek is the sole and exclusive owner of all

intellectual property rights in and to Infoseek's

proprietary portion of Licensed Software.





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(ii) Infoseek 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.



(iii) There is no action, suit, claim, arbitration, or

other proceeding pending or threatened which

questions this Agreement or Infoseek's ownership of

the Licensed Software or any intellectual property

rights therein.



(iv) To the best of Infoseek's knowledge and belief, the

Licensed Software does not infringe upon any

proprietary right or intellectual property rights of

any third party.



(v) The Licensed Software will have, at least,

substantially the functionality and performance of

the software currently used by Infoseek for the

Infoseek Guide.



6.2 Each party represents and warrants to the other party only that

the performance of any of the terms and conditions of this

Agreement on its part to be performed does not and will not

constitute a breach or violation of any other agreement or

understanding, written or oral, to which it is party.



7. INDEMNIFICATION; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY



7.1 Infoseek shall defend Licensee in any action brought against

Licensee to the extent such action is based on a claim that the

Licensed Software infringes any patent, copyright, trademark or

trade secret. Infoseek will pay resulting costs, damages, and

legal fees finally awarded against Licensee in such action and

any related settlement amount, which are attributable to such

claim, provided that Licensee (i) promptly (within twenty (20)

days) notifies Infoseek in writing of any such claim and

Infoseek has sole control of the defense and all related

settlement negotiations, and (ii) cooperates with Infoseek, at

Infoseek's expense, in defending or settling such claim.

"Licensed Software" as used in this Paragraph 7.1 and Paragraph

7.2 below shall not apply to any Third Party Portions.



7.2 Should the Licensed Software become, or be likely to become in

Infoseek's opinion, the subject of infringement of such

copyright, patent, trademark or trade secret, Infoseek may

procure for Licensee the right to continue using the same or

replace or modify it to make it non-infringing. Infoseek shall

have no liability for any claim to the extent based upon the

use, operation or combination of the Licensed Software with

non-Infoseek programs, data or equipment, if such infringement

would have been avoided but for such use, operation or

combination. If Infoseek elects to replace or modify the

infringing item(s), such replacement or modification shall

substantially meet the functional and performance

specifications of Licensed Software. The foregoing states the

entire liability of Infoseek with respect to infringement of

copyrights, patents, trademarks or trade secrets.



7.3 Licensee shall defend Infoseek in any action brought against

Licensee to the extent such action is based on a claim arising

out of (i) any injury to person or property caused by any

products or services sold or otherwise distributed in

connection with any Licensee Aggregate Shopping Service,

including Big Yellow or (ii) any material in the Aggregate

Shopping Service infringing or allegedly infringing any

copyright, patent, trade secret, trademark or other proprietary

right of any third party. Licensee will pay resulting costs,

damages, and legal fees finally awarded against Infoseek in

such action and any related settlement amount, which are

attributable to such claim, provided that Infoseek (i) promptly

(within twenty (20) days) Infoseek notifies Licensee in writing

of any such claim and Licensee has sole control of the defense

and all related settlement negotiations, and (ii) cooperates

with Licensee, at Licensee's expense, in defending or settling





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such claim.





6 of 25 7.4 EXCEPT AS SPECIFIED IN SECTION 6 ABOVE, INFOSEEK SPECIFICALLY

DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING

BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE. INFOSEEK DOES NOT REPRESENT

OR WARRANT THAT ANY LICENSED SOFTWARE, OR DOCUMENTATION IS

ERROR FREE, OR THAT ITS USE WILL BE UNINTERRUPTED. EXCEPT AS

SPECIFIED IN SECTION 6 INFOSEEK DOES NOT WARRANT, GUARANTEE, OR

MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF

THE USE, OF THE LICENSED SOFTWARE, OR THE DOCUMENTATION OR

WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY,

RELIABILITY, CURRENTNESS, OR OTHERWISE. NO WARRANTIES ARE MADE

TO LICENSEE BY ANY SUPPLIERS WHICH MAY HAVE DIRECTLY OR

INDIRECTLY SUPPLIED ALL OR PART OF THE LICENSED SOFTWARE TO

INFOSEEK, EXCEPT AS THOSE WARRANTIES, IF ANY, WHICH BY CONTRACT

FLOW TO LICENSEE. THE ENTIRE RISK AS TO THE PERFORMANCE (EXCEPT

AS SPECIFIED IN SECTION 6 ABOVE) OR RESULTS OF THE LICENSED

SOFTWARE IS ASSUMED BY LICENSEE. INFOSEEK MAKES NO WARRANTY

THAT ALL ERRORS WILL BE CORRECTED.



7.5 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY

LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA,

INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL

OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF THE PARTY SHALL

HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR

ANY CLAIM AGAINST THE OTHER BY ANY THIRD PARTY.



8. SUPPORT SERVICES



8.1 Infoseek shall, on a fully-burdened labor materials and

expenses basis, (i) perform maintenance, support, and

implementation ("Support Services"); and (ii) upon request by

Licensee, and subject to the approval of Infoseek, which

approval shall not be unreasonably withheld, work with third

party developers who may be developing software to be used in

conjunction with the Licensed Software. "Maintenance" consists

of Infoseek's reasonable best efforts to make bug fixes and

error corrections with respect to replicable errors and

documented error and bug reports submitted by Licensee. Support

Services and the process for communicating error and bug

reports shall be as mutually agreed to by the parties and

reviewed on a quarterly basis. Infoseek agrees to use

reasonable best efforts to accomplish Support Services within

the agreed upon timeframes. The parties agree to utilize the

Software Support and Program Error Corrections process set

forth in Exhibit C-1 hereto. Support Services are provided by

Infoseek to Licensee only. Licensee shall provide Support

Services to Sublicensees.



8.2 Infoseek shall not, during the term of the separate

Infoseek/NYNEX Agreement between the parties of even date

("Infoseek/NYNEX Icon Agreement") license to third parties for

use in an Aggregate Shopping Service any works jointly

developed by Licensee and Infoseek provided that (i) Infoseek

and Licensee shall have specifically agreed in writing in

advance that such jointly developed works shall be subject to

this provision, (which approval by Infoseek shall not be

unreasonably withheld) and (ii) to the extent such jointly

developed works contain pre-existing or separately developed

works of Infoseek, or are not works jointly developed by

Licensee and Infoseek this provision shall not apply to such



9. TERM OF AGREEMENT; PAYMENTS DURING RENEWAL TERMS; AUDIT



9.1 a. The initial term ("Initial Term") of this Agreement

shall commence on the Effective Date



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and shall terminate two (2) years following the

termination date ("Infoseek/NYNEX Icon Agreement

Termination Date") of the Infoseek/NYNEX Icon

Agreement. After the Initial Term, unless Licensee

shall have then-previously elected its option under

Paragraph 9.1.b. below, this Agreement may be renewed

for consecutive annual renewal terms as follows:

Licensee shall have an option to renew for subsequent

annual renewal terms at a Licensed Software License

* Fee [ ] of the collected revenues attributable

to the Aggregate Shopping Services of Licensee and

Sublicensees utilizing the Licensed Software, subject

* to an annual minimum of [ ]. Payments during any

renewal terms shall be payable on a monthly basis,

within fifteen (15) days after the end of each month

during the applicable renewal term based on the

* percentage of [ ] as specified, and, if the

cumulative monthly payments for any renewal term fail

* to meet or exceed the minimum annual amount of [ ]

Licensee shall pay to Infoseek the difference between

* such cumulative payments and [ ] no later than

thirty (30) days after the end of such renewal term.

This Agreement will expire unless Licensee gives

Infoseek written notice of its decision to renew at

least thirty (30) days prior to the end of the

then-current term. Either party may terminate this

Agreement if the other party materially breaches its

obligations hereunder and such breach remains uncured

for thirty (30) days following notice to the

breaching party.



b. Licensee shall have the option by written notice to

Infoseek prior to the first anniversary date of the

Infoseek/NYNEX Icon Agreement Termination Date to

* acquire a [ ...