License & Software Distribution Agreement

EXHIBIT 10.53







LICENSE AND SOFTWARE DISTRIBUTION AGREEMENT



This License and Software Distribution Agreement is made and entered into effective as of April 25, 1996 (the "EFFECTIVE DATE") by and between HNC Software Inc., a Delaware corporation ("HNC"), and Infoseek Corporation, a California corporation ("INFOSEEK").





A. HNC develops and distributes proprietary software for use in analyzing, modeling, and making predictions from information content.



B. The parties desire to enter into this Agreement in order to allow INFOSEEK and its customers to use the HNC software known commercially as SelectCast(TM) (as customized by HNC for the INFOSEEK System) pursuant to a license granted by HNC.



NOW, THEREFORE, in consideration of the mutual agreements and obligations contained herein, the parties agree as follows:



ARTICLE I

CERTAIN DEFINITIONS



For purposes of this Agreement, the following terms shall have the meanings set forth herein:



1.1 "ACCEPTANCE CERTIFICATE" means a certificate substantially in the form of Exhibit B.



1.2 "ACCEPTANCE CRITERIA" means the criteria mutually determined and agreed upon by HNC and INFOSEEK which describe the level and standards of functionality and performance of the HNC Software that the parties agree shall establish prima facie that the HNC Software is performing in accordance with its Documentation and Specifications. INFOSEEK and HNC shall document the Acceptance Criteria in writing prior to HNC's Delivery of the HNC Software to INFOSEEK.



1.3 "ACCEPTANCE DATE" means the date defined as the "Acceptance Date" in Section 3.3.



1.4 This "AGREEMENT" means this License and Software Distribution Agreement between INFOSEEK and HNC, as it may be amended from time to time by a writing signed by authorized representatives of both HNC and INFOSEEK.



1.5 "BUSINESS DAY" means any calendar day other than a Saturday or Sunday and those national holidays then recognized by INFOSEEK which, as of the Effective Date of this Agreement are: New Year's Day, Memorial Day, July 4, Labor Day, Thanksgiving Day and Christmas Day. All times referenced in this Agreement will be Pacific Time.



1.6 "CONFIDENTIAL INFORMATION" has the meaning set forth in Section 11.1.



1.7 "DELIVERY" means that date upon which HNC provides a copy of a Version of the HNC Software (as tested by HNC as provided in Section 3.3) to a representative of INFOSEEK.





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PAGE 1 1.8 "DESIGNATED SYSTEM" means a computer system (including a system

that utilizes client servers or a distributed network environment) located in

the Territory that is (i) compatible with a system described in the

Documentation or the Specifications and (ii) owned or controlled by INFOSEEK or

an INFOSEEK Client (as defined below).



1.9 "DOCUMENTATION" means the human readable user manuals, and

related written materials provided by HNC that describe the use, functionality,

output and/or other characteristics of the HNC Software or guidance regarding

proper Use of the HNC Software, which shall conform to industry end user

documentation standards.



1.10 "FULL SUBLICENSEE" means an INFOSEEK Client who receives a

sublicense of all of INFOSEEK's rights under this Agreement through an INFOSEEK

Client Contract which includes significant additional services and/or software

provided by INFOSEEK.



1.11 "INFOSEEK CLIENT" means an entity which has entered into a contractual relationship, with INFOSEEK or a Full Sublicensee, for the purpose of securing a sublicense of all or some of the HNC Software.



1.12 "INFOSEEK CLIENT CONTRACT" means a set of contractual terms and

conditions which maintain the substance of those set forth in Exhibit C.



1.13 "INFOSEEK SOFTWARE AND DATA" means the source code, object

code, microcode, data and documentation licensed, owned and/or developed by

INFOSEEK and executing on INFOSEEK computer systems which is used by INFOSEEK

in conjunction with the HNC Software provided that (i) the "INFOSEEK Software"

includes only the portion of the foregoing that is the process, source and *object code and all documentation [ ] by INFOSEEK and [ ] for [ ] and [ ] *an Advertising Server System [ ] data processing system and (ii) the "INFOSEEK

Data" includes only the portion of the foregoing that is information provided *to HNC for the purpose of [ ] to [ ] in [ ].



* 1.14 "HNC SOFTWARE" means the [ ] of HNC's proprietary SelectCast *System to be [ ] to this Agreement as more fully described in Exhibit A. *The term "HNC Software" includes the [ ] for the HNC Software, [ ] *of the HNC Software that INFOSEEK [ ] to License from HNC pursuant to *[ ] of this Agreement. HNC agrees that HNC Software will [ ] the *SelectCast System (which will be [ ] of the HNC Software) and will be *HNC's [ ] Advertising Server System.



1.15 "INTELLECTUAL PROPERTY" means, collectively, patents, copyrights, trademarks, trade names, trade secrets, and other proprietary and intellectual property rights.



1.16 "LICENSE" means the license rights granted by HNC to INFOSEEK

in Article 2 of this Agreement with respect to the HNC Software.



1.17 "NEW VERSION" means any version of the HNC Software subsequent

to the version initially licensed to INFOSEEK hereunder, including any

replacements, enhancements, updates, fixes, or other changes made by or for HNC *to the HNC Software during the Term (as defined below). [ ].





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PAGE 2 * 1.18 [ ] means a software based system for *[ ] content on Internet as directed by [ ] *that [ ] to on-line advertising.



1.19 "SELECTCAST SYSTEM" means the commercial HNC software products

currently known by the SelectCast name, as more fully described in Exhibit A.



1.20 "SPECIFICATIONS" means the functional and operational *descriptions and performance standards applicable to the [ ].



1.21 "TERM" has the meaning set forth in Section 16.1.



1.22 "TERRITORY" means the geographic area comprised of the *countries of the [ ]. Within the one-year

period from initial System Acceptance, HNC and INFOSEEK agree to extend the

Territory through an INFOSEEK-provided attachment to this Agreement which

documents a) a significant INFOSEEK or Full Sublicensee presence in the new

geographic area; and b) the availability, or INFOSEEK's agreement to support

the development (under Section 10.1), of a local language version of the HNC

Software. After the one-year period, the parties agree to meet every six months

to discuss plans for Territory expansion.



1.23 "TERRITORY PATENT" means a patent issued by the applicable

patent authorities of a country in the Territory.



* 1.24 [ ] means [ ] content in a [ ]

location on the Internet.



* 1.25 [ ] means a client which has contracted with a *[ ] of advertising (such as INFOSEEK) to [ ] *content on the [ ] Internet site.



1.26. "TRIGGERING EVENT" has the meaning set forth in Section 17.2.



1.27 "USE" means to load, execute, employ, utilize, store, display,

distribute or copy any machine readable portion of software or data or to make

use of any documentation or related materials in connection with the execution

of any machine readable portion of software or data.



1.28 "VERSION" refers, as applicable, to the initial version of the

HNC Software delivered hereunder and to each New Version that INFOSEEK elects

to have installed on the Designated System as provided in Section 4.1 and that

does not become a Rejected New Version.



* 1.29 [ ] refers to a [ ] representation of the *Infoseek [ ] which is not capable of being [ ] into such [ ].



ARTICLE 2



HNC SOFTWARE LICENSE; EXCLUSIVELY PERIOD; TERM;

DISTRIBUTION BY INFOSEEK;

INTELLECTUAL PROPERTY RIGHTS



2.1 Grant of License. Subject to the terms and conditions of this

Agreement, HNC hereby grants to INFOSEEK, effective during the Term (as defined *in Section 16.1), [ ] (except as





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PAGE 3 *provided in Section [ ]), [ ] (except as permitted by Section [ ]) *license to: (a) Use the HNC Software only in [ ], only in the [ ], *only on [ ] defined in this Agreement, solely [ ] of INFOSEEK and *INFOSEEK Clients and solely for the purpose of [ ] of the HNC Software *in connection with [ ] of INFOSEEK, INFOSEEK Clients or INFOSEEK [ ] *on the Internet; (b) use the [ ]; and (c) to [ ] Licensed INFOSEEK *Clients to (i) do [ ] of the same, and (ii) Use HNC Software for [ ] *both in and outside of the [ ], provided that an INFOSEEK [ ] may not *create a [ ]. [ ] has [ ] any license to Use, utilize or *sublicense the [ ] in any manner that would apply any function of the [ ] *for [ ], and [ ] agrees with [ ] not to Use, utilize *or apply the [ ] in any manner that would apply any function of the [ ] *for [ ] in support of the [ ]. As used herein, a [ ] means an *[ ] who executes either an [ ] Contract or another written agreement with *[ ] that binds such [ ] to observe terms and conditions which maintain the *substance of those set forth in [ ]. Except for agents or contractors of *[ ] and [ ] who Use the [ ] in accordance with this Agreement solely *for the purpose of [ ] in [ ] its License under this Agreement in the *performance of their duties for [ ] or [ ], [ ] will not *permit any other person or entity to [ ]. HNC shall deliver to INFOSEEK *[ ] of the HNC Software, and INFOSEEK may make a [ ] of [ ] of the HNC

Software to the extent reasonably needed to enable INFOSEEK to exercise its

rights under this Agreement and to follow normal backup and disaster recovery



* 2.2 [ ]. Provided that INFOSEEK makes the [ ] required *under Article [ ], including [ ], then HNC agrees with INFOSEEK *that, during the term of this Agreement, HNC will not: (a) [ ] to Use or *distribute the HNC Software for the purpose of processing [ ] in Internet *applications; (b) license any of the [ ] Parties (as defined below) to *Use or distribute the HNC Software or any [ ]; (c) conduct [ ] of *the HNC Software or any [ ] similar to that provided for by the terms of *this Agreement, with any of the [ ] Parties, or (d) license to a [ ] *Party for the benefit of a [ ] Party. As used herein, the term [ ]

means (i) companies which maintain sites on the World Wide Web which provide *general purpose [ ], [ ], [ ], or other collections and which provide [ ] *to more than [ ] to such companies' Internet domains. The parties hereto

intend that this definition of Prohibited Parties applies to companies such as *[ ], Inc., [ ] Inc., [ ] Inc., and [ ], Inc. as of the

Effective Date.



2.3 Transfers. INFOSEEK may transfer the HNC Software on any

Designated System to another Designated System without additional charge upon

reasonable advance written notice to HNC; however if any installation work is

required to be performed by HNC to effect such transfer, then INFOSEEK will pay

HNC for such work on a time and materials basis at HNC's then-effective

commercial labor rates.



2.4 Protection of HNC Intellectual Property. HNC represents that the

HNC Software and all associated Intellectual Property Rights arising under laws

of jurisdictions in the Territory are owned by and/or licensed to HNC. INFOSEEK

shall reproduce on each copy of the HNC Software the HNC copyright notice and

other customary proprietary legends that were in the original copy of the HNC

Software or New Version thereof supplied by HNC. INFOSEEK shall not remove or

destroy any such copyright notice or other proprietary legends or markings

placed upon or contained in the HNC







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PAGE 4 Software and INFOSEEK shall include such legends or markings whenever referencing the HNC Software other than casual references. INFOSEEK agrees not to decompile, reverse engineer, disassemble, or otherwise reduce the HNC Software to a human perceivable form. Except as may be otherwise provided in this Agreement, INFOSEEK may not copy, modify, adapt, translate, rent, lease, loan, resell for profit, or create derivative works based upon, the HNC Software. No right, title, or interest in or to the HNC Software or any Intellectual Property in or related thereto is conveyed or assigned by HNC by virtue of this Agreement, except as may be expressly licensed under the terms and conditions set forth herein, except as provided for under Article 17. HNC retains and reserves all rights not expressly granted to INFOSEEK hereunder.



2.5 Trademark Usage. During the Term, INFOSEEK and INFOSEEK Clients are licensed by HNC to use the HNC trademark "SelectCast" on a non-exclusive basis and only as is reasonably necessary or useful in connection with INFOSEEK's provision of services to INFOSEEK Clients related to the HNC Software in accordance with this Agreement and reasonable HNC trademark usage guidelines. On all marketing and external documents of INFOSEEK in which any HNC trademark appears, INFOSEEK shall insert a statement acknowledging HNC's ownership of the trademark. Nothing contained herein shall give INFOSEEK any right, title or interest whatsoever in any HNC trade name or trademark.



* 2.6 Protection of INFOSEEK Intellectual Property. INFOSEEK [ ] *that the INFOSEEK Software and Data provided by INFOSEEK for [ ] and/or *[ ] by INFOSEEK. HNC shall not remove or destroy any copyright notice

or other proprietary legends or markings placed upon or contained in the

INFOSEEK Software or Data. HNC agrees not to decompile, reverse engineer,

disassemble, or otherwise reduce the INFOSEEK Software to a human perceivable

form. HNC may not copy, modify, adapt, translate, rent, lease, loan, resell for

profit, distribute, network, or create derivative works based upon the INFOSEEK

Software, and no title or interest in the INFOSEEK Software or Data is conveyed

or assigned by INFOSEEK by virtue of this Agreement.



Infoseek shall have all right, title and ownership in all the

intellectual property rights in the data and HNC will not use them in any way

which violates the scope of the license granted below. INFOSEEK grants to HNC a *non-exclusive, non-transferable, non-sublicensable license to use the [ ] *as [ ] the HNC Software to INFOSEEK's internal system and to [ ] as

provided elsewhere in this Agreement. Unless expressly permitted by Infoseek, *HNC may [ ] provided that such [ ] will not be provided or used *directly or indirectly (i) for the [ ] or other information on the *Internet or (ii) to any [ ] Party for any purpose.



ARTICLE 3



CUSTOMIZATION, INSTALLATION, TESTING AND ACCEPTANCE



3.1 Customization and Installation. HNC agrees to perform for INFOSEEK (with INFOSEEK's reasonably required services and cooperation) the customization and installation of the initial Version of the HNC Software according to the estimated schedule in Part 2 of Exhibit A ("INSTALLATION SCHEDULE") at a location designated by INFOSEEK. The Installation Schedule will consist of specific customization and installation milestones as described in more detail in Part 2 of Exhibit A ("INSTALLATION MILESTONES") and provides that modules of the initial Version of the HNC Software described in Exhibit A will be delivered and installed in three separate phases (each, an "INSTALLATION PHASE") as more fully described in Exhibit A hereto. To the extent not already specified in







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PAGE 5 Exhibit A, between the time of the implementation kickoff meeting and the

release of the implementation plan for such Installation Phase, the parties

will agree in writing on the identity and description of each deliverable to be

delivered by HNC to INFOSEEK as part of such Installation Phase, the estimated

delivery date of each such deliverable. The parties must act reasonably and in

good faith in coming to any of the mutual decisions or agreements to be made.

With respect to each New Version of the HNC Software that INFOSEEK elects to

have installed on the Designated System as provided in Section 4. 1, the

parties shall agree in writing on a customization and installation schedule for

such New Version (each a "NEW SCHEDULE") and the terms of this Section 3.1

shall apply to the customization and installation of each such New Version,

except that the New Schedule for such New Version shall apply in lieu of the

original Installation Schedule in Exhibit A. HNC agrees that it will commit and

utilize sufficient personnel and resources to timely complete the customization

and installation services called for by this Section (with INFOSEEK's

reasonably required services and cooperation). INFOSEEK agrees that it will

provide HNC with the services and cooperation reasonably required on the part

of INFOSEEK to enable HNC to complete customization and installation of (a) the

initial Version of the HNC Software in accordance with the Installation

Schedule and (b) each New Version in accordance with its New Schedule. INFOSEEK *shall pay [ ] provided by HNC under this Section and [ ] *in providing such services as provided in Section 10.1. HNC [ ] *by HNC of the HNC Software and [ ] therein. If

INFOSEEK determines that HNC Software is more than sixty (60) days behind its

Attachment A schedule for delivery of the Initial Version, then it shall give

HNC written notice of such schedule delays, specifying such delivery failures

in reasonable detail. Upon receipt of such schedule delay notice from INFOSEEK,

HNC will use diligent efforts to meet the agreed-upon schedule for the Initial

Version. Should HNC be unable to deliver the Initial Version of the HNC

Software within sixty (60) days after INFOSEEK gives HNC schedule delay notice,

then INFOSEEK shall be entitled to treat such failure as a material breach and

shall, as its sole and exclusive remedy for such breach, be entitled to

terminate this Agreement.



* 3.2 Progress Meetings. On a [ ] basis during the period of the

initial installation of the initial Version of the HNC Software delivered to

INFOSEEK hereunder, INFOSEEK and HNC will meet via conference call (or in

person as may be mutually agreed by the parties) to discuss the progress of the

installation and achievement of Installation Milestones, a summary of *accomplishments and difficulties experienced during the [ ], and the *anticipated results during the [ ].



3.3 Testing. Prior to Delivery to INFOSEEK of each Version of the HNC

Software, HNC agrees to perform all reasonably necessary tests of such Version

of the HNC Software to assure material compliance with the Specifications of

such Version. INFOSEEK shall have the right, at its sole expense, to perform

any additional tests of the Version of the HNC Software on the Designated *System within [ ] after HNC's Delivery and installation of that Version *of the HNC Software to INFOSEEK. INFOSEEK shall notify HNC within such [ ]

period of either (a) INFOSEEK's acceptance of such Version of the HNC

Software (the date of such acceptance by INFOSEEK being hereinafter called the *"ACCEPTANCE DATE"), or (b) if INFOSEEK determines within such [ ] period

that such Version of the HNC Software does not meet its Specifications in all

material respects, then it shall give HNC written notice of such material

performance failures, specifying such performance failures in reasonable *detail ("FAILURE NOTICE") within such [ ] period. Upon receipt of such

Failure Notice from INFOSEEK, HNC will use diligent efforts to make such

modifications as are reasonably required to bring such Version of the HNC

Software into conformity with its Specifications in all material respects.

Following such corrective action by HNC, the modified HNC Software shall again

be submitted for retesting by INFOSEEK. Should HNC be unable to bring the

initial Version of the HNC Software into material conformity with its *Specifications within [ ] after INFOSEEK







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PAGE 6 gives HNC the Failure Notice with respect to such initial Version, then

INFOSEEK shall be entitled to treat such failure to respond as a material

breach and shall, as its sole and exclusive remedy for such breach, be entitled

to terminate this Agreement. If INFOSEEK (i) employs the HNC Software in a

production system for the benefit of INFOSEEK Clients (except when the HNC

Software is employed on a non-revenue-generating testing or evaluation basis),

or (ii) does not affirmatively accept or reject any Version of the HNC Software *delivered hereunder within [ ] days of the initial Delivery date of

such version of the HNC Software, or, if INFOSEEK gives Failure Notice, then *[ ] days of the initial Delivery date of such Version of the HNC

Software, then INFOSEEK will conclusively be deemed to have accepted such

Version of the HNC Software. INFOSEEK agrees to work closely in good faith

cooperation with HNC to correct any performance failures in any Version of the

HNC Software.



3.4 Performance. INFOSEEK and HNC agree that, in the event that INFOSEEK

provides documentary evidence which (a) demonstrates that the performance of *the HNC Software does not meet competitive performance standards [ ]

and (b) outlines the performance improvements necessary for the HNC Software *to meet competitive performance standards [ ], the parties shall

cooperate to improve the performance of the HNC Software under the terms of

Section 10.1. Should HNC in good faith be unable to (1) deliver a development

plan within thirty (30) days and (2) a New Version of the HNC Software which *meets [ ] after INFOSEEK gives HNC the competitive performance

documentary evidence, at INFOSEEK's option the parties may be (i) relieved of

their respective obligations under Sections 2.2, 9.2, and 9.3.9 and, if

INFOSEEK does not continue using the HNC Software, 10.3 and/or (ii) INFOSEEK

shall be relieved of any further obligation of payments under Section 10.1.



ARTICLE 4

NEW VERSIONS



4.1 Election to Install New Versions; Effect on HNC Support

Obligations. HNC will notify INFOSEEK of the future availability of a New *Version of the HNC Software at least [ ] days prior to HNC's

anticipated release of such New Version, and in such notice to INFOSEEK will,

to the extent then reasonably practicable, provide a summary of

then-anticipated specifications for such New Version. This summary shall be *updated periodically within the [ ] day period. INFOSEEK must, within [ ]

days after HNC notifies INFOSEEK of the availability of a New Version, notify

HNC whether it wishes to have installed on the Designated System such New

Version. During the Term, HNC shall provide INFOSEEK with Specifications,

Documentation, and installation support for such New Version, unless and until

it becomes a Rejected New Version (as defined below). INFOSEEK's acceptance of *any New Version will be subject to Acceptance Criteria. If, within [ ] *days after HNC gives INFOSEEK notice of the availability of a [ ],

INFOSEEK does not notify HNC as to whether or not INFOSEEK desires to install a

New Version that includes the functional equivalent of the replacements,

enhancement, updates, fixes or other changes that HNC incorporates into such *new [ ], or if INFOSEEK chooses not to install such New Version,

then INFOSEEK shall immediately return the Specifications and Documentation for

such New Version ("REJECTED NEW VERSION") to HNC and shall be entitled to

continue to Use the Version of the HNC Software then used by INFOSEEK hereunder

(the "PRIOR VERSION") as permitted by this Agreement. HNC will continue to

support the Prior Version of the HNC Software (and only that Version) for a *period of time at least equal to the longer of (a) [ ] months after

the date such Prior Version was first commercially released by HNC, or (b) *[ ] months after the successor New Version satisfies the



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PAGE 7 Acceptance Criteria, and thereafter, notwithstanding anything to the

contrary in this Agreement, HNC shall have no obligation to continue to support

such Prior Version, unless INFOSEEK agrees to, and does pay HNC its

then-current charges for support of the HNC Software in addition to the Monthly

License Fees payable by INFOSEEK to HNC hereunder. Any New Version of the HNC

Software shall operate in a manner that is reasonably transparent to the

INFOSEEK Cl ...