Distribution Agreement

FREEWARE AND DEMONSTRATION SO

DISTRIBUTION AGREEMENT (FOR ISP)

(LIMITED)



THIS FREEWARE AND DEMONSTRATION SOFTWARE DISTRIBUTION AGREEMENT (this "Agreement") is entered into as of June 19th, 1998 by and between QUALCOMM Incorporated, a Delaware corporation ("QUALCOMM"), with its principal place of business located at 6455 Lusk Boulevard, San Diego, California 92121-2779, and CNM, Inc. ("DISTRIBUTOR"), with regard to the following facts:



WHEREAS, QUALCOMM makes available to the public a freeware version of Eudora Software Products under the name EUDORA LIGHT-Registered Trademark- and a 30-Day Demonstration Copy of Eudora Pro with the understanding that the same are not fully supported by QUALCOMM and subject to the requirement that the same shall not be sold or redistributed on a commercial basis by third parties except as specifically permitted in writing by QUALCOMM; and



WHEREAS, DISTRIBUTOR is engaged in the business described on Exhibit "A" and wishes to obtain the right from QUALCOMM to distribute the current version(s) of Eudora Light and/or the 30-Day Demonstration Copy of Eudora Pro, as listed on Exhibit "A."



NOW, THEREFORE,, in consideration of the promises set forth herein and intending to be legally bound, the parties agree as follows:



1. DEFINITIONS. 1.1 Light Software. As used herein, the term "Light Software" shall mean the current version of the officially released versions of Eudora Light electronic mail software for the Macintosh and Windows platforms. If this Agreement includes the right to perform a Translation (as provided in Section 13 hereof), or if the right to use a translation other than the officially released English language version described above is specified in Exhibit A attached hereto and approved by QUALCOMM, such Translation or other translated version shall be included in the definition of "Light Software" herein.



1.2 30-Day Demonstration Copy of Eudora Pro. As used herein, the term "30-Day Demo" shall mean the current version of the officially released time-expiring versions of Eudora Pro electronic mail software for the Macintosh and Windows platforms.



2. RIGHT TO DISTRIBUTE LIGHT SOFTWARE. QUALCOMM hereby grants to DISTRIBUTOR the nonexclusive right to distribute the Light Software and the related documentation to its customers in the manner described on Exhibit "A," subject to the provisions of this Agreement and during the term hereof. No right to use or distribute any version of Eudora electronic mail software other than as described in Section I hereof or of any other product or publication of QUALCOMM is granted hereby, and DISTRIBUTOR shall not engage in any such use or distribution.



3. RIGHT TO DISTRIBUTE COPIES OF EUDORA DEMONSTRATION PRODUCTS. QUALCOMM hereby grants to DISTRIBUTOR the nonexclusive right to distribute for demonstration and evaluation purposes the 30-Day Demo and the related documentation to its customers in the manner described in Exhibit A' subject to the provisions of this Agreement and the 30-Day Demo user license agreement during the term hereof.



4. TRADEMARK. DISTRIBUTOR shall have the right and obligation to use the trademark ""EUDORA LIGHT-Registered Trademark-" at all times when referring to the Light Software, including but not limited to documentation, packaging, advertising and marketing materials, etc. The trademark ""Eudora"" cannot be used by itself nor can any other prefix or suffix be added to "Eudora" when referring to the Light Software or the 30-Day Demo.





(a) DISTRIBUTOR shall indicate in packaging of and promotional materials relating to its products containing the Light Software and/or the 30-Day Demo that the Light Software and/or the 30-Day Demo are included therein by utilizing on such packaging or materials the artwork provided by QUALCOMM (or an acceptable facsimile thereof approved by QUALCOMM in advance) and such packaging and materials shall clearly disclose that the Light Software is not the fully supported commercial version. The following notice must be included on all promotional and packaging materials relating to the Light and/or the 30-Day Demo,;



Eudora Pro and Eudora Light are registered trademarks of QUALCOMM Incorporated.

(b) Use of the QUALCOMM logo by DISTRIBUTOR shall be protective of the rights of QUALCOMM and its licensors,,, and shall conform to the usage instructions described below as the same may be updated from time to time by QUALCOMM. DISTRIBUTOR shall provide QUALCOMM samples of each of its packaging and promotional materials utilizing the QUALCOMM trademark, and shall, at the request of QUALCOMM, cease any use of the same which QUALCOMM indicates in writing is violative of the provisions of this Section 4(b).

USAGE INSTRUCTIONS FOR QUALCOMM LOGO: You may not alter the shape or proportions of the components in any way. An area greater than or equal to the diameter of the "Q" surround the logo on all four sides. This area must be free of any text, wording, slogans, organizational names, or any design element, illustration, background, decoration or graphic treatment. You may not combine other graphic elements with the logo.



LOCATION: The logo must appear on the outside of packaging; if the product is delivered on CD-ROM, the logo must appear on the outside of the CD jacket or the CD label; if the product is delivered on a floppy disk, the logo must appear on the diskette holder or label; for software, the logo must appear on the splash screen, credits screen, or similar location within the software product itself



(c) QUALCOMM Incorporated permits use of Eudora Light and the 30-Day Demo screen shots in publications and tutorials for email users. If the screen shots are used in later editions, DISTRIBUTOR shall obtain updated versions of Eudora Light or the 30-Day Demo screens for those editions. DISTRIBUTOR shall indicate QUALCOMM's copyright in any screenshots and include the following notice in the materials:



Eudora-Registered Trademark-, Eudora Pro-Registered Trademark- and Eudora Light-Registered Trademark- are registered trademarks of QUALCOMM Incorporated.



(d) QUALCOMM permits DISTRIBUTOR to excerpt the Eudora Light User Manual to prepare tutorials and reference guides for users of Eudora Light Software, or for inclusion in publications. DISTRIBUTOR shall use QUALCOMM's copyright notice with respect to the excerpted portion, (Copyright -C- 1998 QUALCOMM Incorporated. All rights reserved. 6455 Lusk Blvd. San Diego, CA 921 21-2779), and use the Eudora registered trademark and trademark notices as referenced in Section 4.



5. TITLE TO AND PROTECTION OF THE LIGHT SOFTWARE AND 30-DAY DEMONSTRATION COPY OF EUDORA PRO.



5.1 Title. QUALCOMM (or its licensors)) retains the entire title to the Light Software and the 30-Day Demo and any other information furnished hereunder to DISTRIBUTOR, and all copies of the foregoing.



5.2 Restrictions on Use and Protection of Light Software and 30-Day Demo. No right to modify the Light Software or 30-Day Demo is granted herein, and all copyright notices included in the Light Software and the 30-Day Demo shall be retained therein without alteration. DISTRIBUTOR shall not, and shall not allow any party to, copy, modify, alter, attempt to disassemble, decompile, or otherwise reverse engineer the Light Software or the 30-Day Demo, provided that DISTRIBUTOR may reconfigure the Light Software or the 30-Day Demo for its customers, so long as no use of the source code is required therefor and no modification of the source code results therefrom. When reverse engineered and/or decompiled, the Light Software and 30-Day Demo contains the trade secrets and proprietary and confidential information of QUALCOMM. Notwithstanding the above, if Licensee is located within a jurisdiction which by law prohibits such restrictions on reverse engineering, Licensee agrees that within that jurisdiction it shall not, and shall not allow any party on Licensee's behalf, to attempt to reverse engineer or decompile the Light Software or





30-Day Demo into anothe ...