Distribution & Revenue Sharing Agreement

EXHIBIT 10.10



DISTRIBUTION AND REVENUE SHARING AGREEMENT





THIS AGREEMENT is made as of this 30th day of June, 1999 (the "Effective Date")



BETWEEN: TRELLIX CORPORATION, a corporation organized under the laws of

Delaware, having its principal place of business at 51 Sawyer

Road, 5th Floor Waltham, MA 02453 ("TRELLIX")



AND: VIA NET.WORKS, INC., a company incorporated under the laws of

Delaware having its principal place of business at 12100 Sunset

Hills Road, Suite 110, Reston, VA 20190, on behalf of itself and

its wholly-owned or controlled subsidiaries identified on the

attached Schedule 1, which may be supplemented and amended from

time to time by agreement of the parties (collectively, "VIA

NET.WORKS").



WHEREAS TRELLIX has developed the Software (as defined below), and is engaged in the business of distributing and marketing the Software;



WHEREAS VIA NET.WORKS possesses sufficient technical and commercial expertise to market and distribute effectively the Software and offer first-line support services to End-Users and Authorized Dealers (as defined below) in accordance with the provisions contained herein; and



WHEREAS TRELLIX wishes VIA NET.WORKS to actively and effectively promote the licensing of the Software in the Territories (as defined below);



WHEREAS VIA NET.WORKS engages in commercial web hosting, whereby users post web site content to a storage device and such site content becomes posted and accessible to the World Wide Web thereby;



WHEREAS VIA NET.WORKS and TRELLIX desire to share revenue generated by VIA NET.WORKS through the acquisition of End-Users who have created web sites using the Software and a predesignated VIA NET.WORKS one-step publish feature of the Software;



NOW THEREFORE, the parties agree as follows:



1. DEFINITIONS



1.1 "Authorized Dealer(s)" shall mean those dealers and remarketers

authorized by VIA NET.WORKS and TRELLIX to distribute the Software

solely to End-Users pursuant to a Dealer License Agreement.



1.2 "Confidential Information" shall have the meaning set forth in

Section 10.1 hereof.





1.3 "Dealer License Agreement" shall mean a written agreement made

between VIA NET.WORKS and an Authorized Dealer that authorizes an

Authorized Dealer to distribute Software to End-Users pursuant to

Section 2.3 hereof.



1.5 "Software" shall mean computer software programs, in object code

format, proprietary to TRELLIX or its licensors, identified in

Appendix "A", including Documentation, and any Updates, Maintenance

Patches and Improvements thereto.



1.6 "Documentation" shall mean all instructional or supplementary

materials related to Software and provided by TRELLIX to VIA

NET.WORKS for use in connection with Software or included as `online'

help from within the Software.



1.7 "End-User" shall mean a single licensee that obtains a right to use

the Software pursuant to the terms and conditions of an End-User

License Agreement, and not for redistribution, remarketing, or third

party service use.



1.8 "End-User License Agreements" shall mean the end-user software

license agreements entered into between TRELLIX and End-Users in

substantially the forms attached hereto as Appendix "D", as such

forms may be amended by TRELLIX from time to time.



1.9 "First Tier Support" shall mean support services provided by VIA

NET.WORKS and Authorized Dealers to End-Users pursuant to a Support

Contract. In no event shall TRELLIX have any obligation to provide

First Tier Support.



1.10 "Hosting Fee" shall mean both the setup fee and the monthly hosting

fee actually received by VIA NET.WORKS from End-Users for Web



1.11 "Web Hosting" shall mean the hosting by VIA NET.WORKS on its or an

End User's storage device of an End-User Web Site created by the

Software and referred thereby by VIA NET.WORKS One Step Publish and

which web site continues to utilize the Software while resident on

such storage device, as determined by the Hosting Bounty Reporting

method of Schedule 1.



1.12 "VIA NET.WORKS One Step Publish" shall mean that feature of the

Software whereby the End-User posts the End Users Software-created

web site directly to a web hosting storage device for the Hosting



1.13 "Revision" shall mean any correction, bug fix, modification,

improvement, enhancement, update, upgrade, new version, or new

release of the Software provided by TRELLIX at it sole discretion.



1.14 "Second Tier Support" shall mean assistance provided by (i) TRELLIX

to VIA NET.WORKS or (ii) VIA NET.WORKS to an Authorized Dealer in





connection with VIA NET.WORKS or an Authorized Dealer's provision of

First Tier Support to End-Users.



1.15 "Statement of Work" shall mean the Statement of Work, if any, to be

delivered upon the determination by either party hereto that there

shall be necessary any modifications to the Software or any special

marketing or packaging requirements on the part of either party

hereto in order to fully perform this Agreement.



1.16 "Support Contract" shall mean an agreement between VIA NET.WORKS or

Authorized Dealer, as the case may be, and an End-User for First Tier

Support that conforms to TRELLIX's support policies and standards as

set forth in the attached Appendix "C", which agreement may be

incorporated as a part of the web-hosting services subscription

agreement between VIA NET.WORKS and the End-User, set out in a stand-

alone agreement between VIA NET.WORKS and the End-User, or form a

part of the End-User support policies generally adhered to by VIA

NET.WORKS and offered to End-Users as posted on the VIA NET.WORKS web



1.17 "Territories" shall mean the countries listed in the attached

Appendix "A".



1.18 "Third Person Assertion" shall have the meaning set forth in Section

11.2 hereof.



1.19 "Third Party Hardware" shall mean third party hardware upon which the

Software will be used and stored, as well as other hardware

peripherals manufactured by third party suppliers, which may be used

in connection with the Software.



2. LICENSE GRANTS



2.1 Subject to the terms and conditions of this Agreement, TRELLIX hereby

grants VIA NET.WORKS a nonexclusive, nontransferable right and

license to distribute the Software (in the form delivered to VIA

NET.WORKS, without modifications) to End-Users in the Territories

pursuant to the End-User License Agreement applicable to such

Software as specified in Appendix "B" attached hereto, including

distribution through web site downloads and `bundling' on media with

other software content.



2.2 Subject to the terms and conditions of this Agreement, TRELLIX hereby

grants VIA NET.WORKS a nonexclusive, nontransferable right and

license to use the Software product in the Territories to fulfill its

support obligations set forth in Section 8 hereof, and for

demonstrations connected with the promotion and marketing of Software

pursuant to Section 2.5 hereof.





2.3 Subject to the terms and conditions of this Agreement, TRELLIX hereby

grants VIA NET.WORKS a nonexclusive, nontransferable right and

license to make a reasonable number of copies of the Software as are

necessary for VIA NET.WORKS to exercise its rights under Sections 2.1

and 2.2 hereof. The right to copy shall not be sublicensed by VIA

NET.WORKS.



2.4 VIA NET.WORKS may sublicense the rights granted to it pursuant to

Sections 2.1, 2.2, and 2.3 hereof to Authorized Dealers who have been

previously identified to TRELLIX by VIA NET.WORKS, provided that each

such sublicense is made pursuant to a Dealer License Agreement, which

shall be subject to the consent and approval of TRELLIX (which shall

not be unreasonably withheld,) and which shall contain terms no less

favorable to TRELLIX as this Agreement (including, but not limited

to, the End User License Agreement of TRELLIX). VIA NET.WORKS shall

promptly provide TRELLIX with a copy of each Dealer License Agreement

proposed to be entered into between VIA NET.WORKS and an Authorized



2.5 The licenses granted to VIA NET.WORKS pursuant to this Section 2

shall include rights under any applicable patents, copyrights, and

trade secrets owned by TRELLIX, but only to the extent necessary to

give effect to such limited licenses. Except as specifically provided

for in this Agreement, VIA NET.WORKS shall not sublicense or permit

the sublicense of any of the rights granted to VIA NET.WORKS

hereunder. Without limiting the generality of the foregoing, in no

event may an Authorized Dealer distribute Software to any third party

other than an End-User as provided for in Section 2.1 hereof.



2.6 TRELLIX grants the rights set forth in this Section 2 to VIA

NET.WORKS on the express condition that VIA NET.WORKS undertakes to

use its commercially reasonable, consistent with good business

practice, to market and distribute the Software in the Territory.



2.7 VIA NET.WORKS understands and agrees that the operation of the

Software may require operating system software owned by third

parties, and that in certain instances it may be necessary for the

VIA NET.WORKS, Authorized Dealer, or End-User to enter into license

agreements with third parties with regard to such operating system

software in order to make use of the Software. Software of any third

party suppliers shall remain the property of their respective owners.



2.8 Whenever the term "sale" or "purchase" of the Software is referred to

in this Agreement, such reference shall be deemed to include the

purchase of an applicable license with respect to the Software, and

not be deemed to include the actual sale of the intellectual property

rights underlying the Software.





2.9 VIA NET.WORKS agrees that in the event of any breach of this Section

2, TRELLIX shall have no adequate remedy at law and therefore shall

be entitled to seek injunctive and/or other equitable relief, in

addition to any other remedies afforded by law.



3. RELATIONSHIP OF THE PARTIES



3.1 The relationship of TRELLIX and VIA NET.WORKS is that of independent

contractors, and it is expressly agreed that nothing contained herein

shall be construed to constitute the parties as a company , joint

ventures, co-owners, or participants in a joint or common

undertaking, or otherwise to create a relationship of principal and

agent, it being intended that each shall remain independent

contractors responsible for their own actions. Neither party shall

have the right to enter into contracts or pledge the credit of or

incur expenses or liabilities on behalf of the other party.



3.2 VIA NET.WORKS is not authorized to make any warranties or

representations with respect to the specifications, features, or

capabilities of the Software which are inconsistent with the

published literature distributed by TRELLIX and the terms and

conditions of this Agreement. In addition, VIA NET.WORKS is not

authorized to create any obligations or representations of

responsibility, express or implied, on behalf of TRELLIX or its

subsidiaries and affiliates.



3.3 TRELLIX is not authorized to make any warranties or representations

with respect to the specifications, features, or capabilities of the

Web Hosting which are inconsistent with the published literature

distributed by VIA NET.WORKS and the terms and conditions of this

Agreement. In addition, TRELLIX is not authorized to create any

obligations or representations of responsibility, express or implied,

on behalf of VIA NET.WORKS or its subsidiaries and affiliates.



3.4 Except as specifically provided for in this Agreement, VIA NET.WORKS

agrees that the rights and obligations granted herein do not extend

to its subsidiaries and affiliates, or any other third party.



3.5 VIA NET.WORKS shall in all marketing and promotion materials relating

to the Software clearly indicate that it is acting as an authorized

distributor of TRELLIX and shall not indicate that it is an author or

developer of the Software.



4. OBLIGATIONS OF VIA NET.WORKS



4.1 Except as set forth on Schedule I, VIA NET.WORKS shall assume all of

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its own costs associated with the marketing and distribution of the



4.2 VIA NET.WORKS agrees to use commercially reasonable efforts to

include the Software and reference to the Software capabilities in





efforts to market web-hosting services and to distribute the Software

in the Territories in accordance with the terms and conditions of

this Agreement.



4.3 VIA NET.WORKS shall not loan or lease the Software, except as

authorized in writing by TRELLIX. In addition, VIA NET.WORKS agrees

that it shall not make or have made any copies of the Software or

portions thereof, except as expressly provided for herein.



4.4 VIA NET.WORKS and its affiliates agrees that it shall not

disassemble, decompile, or reverse engineer any portion of the

Software, or permit any third party to do so, except as permitted by

applicable law and then solely to the extent that TRELLIX is not

permitted by such applicable law to exclude or limit such rights.

TRELLIX may provide to VIA NET.WORKS, upon written request, technical

information, including but not limited to Software interfaces and

API's, that is required to install or operate and maintain third

party software products which are functionally interconnectable with

the Software.



4.5 VIA NET.WORKS shall use the Software solely for the purposes set

forth in this Agreement, and shall allow access to the Software by

its employees and affiliates solely on a need to know basis. VIA

NET.WORKS agrees to notify TRELLIX promptly after it becomes aware of

any unauthorized access, disclosure, distribution, possession,

alteration, transfer, reproduction or other unauthorized use of the

Software or any portion thereof.



4.6 VIA NET.WORKS shall promptly inform TRELLIX of any use of TRELLIX's

trade names, trademarks or brand identification in violation of this

Agreement or violation of TRELLIX's intellectual property rights of

which VIA NET.WORKS becomes aware, and agrees to safeguard the

intellectual property rights and interests of TRELLIX at least to the

same extent it safeguards its own intellectual property rights and



4.7 VIA NET.WORKS shall be entitled to license the Software to its

Authorized Dealers and End-Users at such prices as it may determine

and, at the request of TRELLIX, agrees to provide TRELLIX with its

up-to-date price list for the Software.



4.8 VIA NET.WORKS shall not use in relation to the Software any

advertising, promotional and selling materials except as approved in

writing by TRELLIX, which such approval shall be deemed to have been

given if no objection in writing has been received by VIA NET.WORKS

within 5 business days of TRELLIX receipt of such information, and,

at the request of TRELLIX, agrees to provide TRELLIX with copies of

any such sales aids, including but not limited to catalogues, sales

brochures and sales manuals used in relation to the marketing and

distribution of the Software. Without limiting the generality of the

foregoing, in no event shall VIA NET.WORKS use or permit the use of

any trademarks or





tradenames of TRELLIX without the prior written consent of TRELLIX.

Any such use shall be subject to TRELLIX's trademark and tradename

VIA NET.WORKS guidelines, as such guidelines may be amended by

TRELLIX from time to time.



4.10 VIA NET.WORKS shall cause those subsidiaries of VIA NET.WORKS listed

in Schedule I attached hereto to display on their world wide web site

a hyperlink (in form mutually acceptable to the parties hereto) to be

utilized for Software download or referring web users directly to the

web site of the TRELLIX. Such web link shall contain TRELLIX's

tradename and trademark and shall be displayed on such web site's



4.11 VIA NET.WORKS and its affiliates shall display or cause to be

displayed prominently TRELLIX's trademark and tradename as it appears

on Schedule I in all advertising and marketing VIA NET.WORKS or its

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affiliates undertakes to promote and co-market the Software.



4.12 VIA NET.WORKS shall, to the extent permitted under VIA's policies

relating to the protection of user privacy and relevant laws,

including, but not limited to, the EU Directive on Data Protection

and the Electronic Communication Privacy Act, provide to TRELLIX (a)

the information relating to VIA NET.WORKS Web-Hosting End-Users

contained in the Schedule I, Section 1.1 and (b) such other

information relating to VIA NET.WORKS Web-Hosting End-Users as the

parties may from agree, including but not limited to name and e-mail

address; provided that no such information may be provided except

with respect to VIA NET.WORKS Web-Hosting End-Users who have agreed

that such information may be released by the VIA NET.WORKS subsidiary

to VIA NET.WORKS (U.S.) and to TRELLIX. TRELLIX agrees that all

information provided by VIA NET.WORKS or its subsidiaries pursuant to

this Section 4.12 shall be considered "Confidential Information" of

VIA NET.WORKS under Section 10 below. Under no circumstances shall

TRELLIX disclose any such information to any third party, nor shall

TRELLIX use any such information for any purpose other than to verify

and validate the billing information provided by VIA NET.WORKS to

TRELLIX, or such other purposes and under such conditions as may have

been expressly approved by the VIA NET.WORKS Web-Hosting End-Users in

granting consent to the use of the information. The parties

contemplate that VIA NET.WORKS will obtain approval from each End-

User for the information described in (a) above in the course of the

End-User's agreement to abide by the terms and conditions of service

provided by VIA NET.WORKS. Consent to use any additional information

such as that described in (b) above shall be obtained by specific

"check the box" approval by the End-User obtained during the process

of registering as a Web-Hosting End-User of VIA NET.WORKS.





5. OBLIGATIONS OF TRELLIX



5.1 Within ten (10) days from the Effective Date of this Agreement,

TRELLIX shall provide VIA NET.WORKS with (10) copies of technical

literature in the language prevailing in each of the VIA NET.WORKS

subsidiaries listed from time to time in Schedule I, to support VIA

NET.WORKS in marketing the Software hereunder. A reasonable number of

additional copies of TRELLIX marketing materials shall be provided at

no charge to VIA NET.WORKS by TRELLIX.



5.2 During the term of this Agreement, TRELLIX will:



(i) provide such assistance, including supplying maintenance patches or

code corrections, as necessary, to cause the Software to perform in

accordance with the applicable specifications for the most current

version of the Software ("Maintenance Patches") as set forth in the

Documentation provided to VIA NET.WORKS and as updated by TRELLIX

from time to time;



(ii) provide such improvements, enhancements, extensions, upgrades and

other changes to the Software which TRELLIX generally provides to

other licensees of the product ("Improvements");



(iii) supply, when necessary and as long as technically feasible, updated

software required to cause the Software to operate under new versions

or releases of the operating system or other system software on which

the Software operates ("Updates") so long as such Updates are made

generally available to TRELLIX's other customers; and



(iv) provide telephone support to VIA NET.WORKS in order to assist VIA

NET.WORKS to locate and correct functional or operational problems

with the Software.



(v) To the extent that TRELLIX, in its discretion, plans on issuing an

Update or Improvement which relates to the one-step publish feature

of the Software, TRELLIX shall provide VIA NET.WORKS with product

enhancement information together with a schedule of planned

availability dates, 7 days prior to the planned release of such

Update or Improvement to the Public; provided, however, that TRELLIX

may release to the public and to other partners any Maintenance

Patches at the same time such Maintenance Patches are released to VIA

NET.WORKS.



5.3 TRELLIX shall not by virtue of this Agreement be restricted or

otherwise precluded from making sales to End-Users, either directly

or through other resellers, distributors, OEMs and the like

representing TRELLIX.



5.4 At VIA NET.WORKS request and if required, TRELLIX may assist VIA

NET.WORKS in its sales activities. Any and all out-of-pocket and





expenses incurred by TRELLIX for such assistance shall be borne by

VIA NET.WORKS.



5.5 TRELLIX shall make reasonable modifications to the Software as may be

required for the Software to effectively achieve the VIA NET.WORKS

One Step Publish, such as extensions and the like.



5.6 TRELLIX shall cause to be displayed prominently on TRELLIX's world

wide web site a `hot link' (in form mutually acceptable to the

parties hereto) referring web users directly to the web site of the

VIA NET.WORKS.



5.7 TRELLIX will use its reasonable efforts to make functional

enhancements reasonably requested by VIA NET.WORKS and which the

parties hereto agree would be enhance the Software in a beneficial,

efficient and inexpensive manner



5.8 TRELLIX agrees that it shall inform all prospective Original

Equipment Manufacturers ("OEMs") who sell, distribute or market Third

party Hardware in the Territories or in any other countries other

than the U.S. that VIA NET.WORKS has operations and with respect to

which TRELLIX determines to initiate marketing and distribution of

the Software, of the web hosting services of VIA NET.WORKS and this

agreement between the parties hereto (but only to the extent

necessary to provide such OEM with information regarding VIA

NET.WORKS One Step Publish and other beneficial features of the

Software, if any, resulting from this Agreement). VIA NET.WORKS will

be identified as a premier personal web hosting companies and,

subject to the completion of an agreement between TRELLIX and such

OEM, will be given the opportunity to be a preferred `one-step

publishing' web hosting company for any bundled copies of the

Software or other web building product of TRELLIX to be bundled with

such OEMs product.



TRELLIX shall provide this information and such opportunity to such

OEM in the same manner as TRELLIX provides identical information to

such OEM for any other web hosting company of TRELLIX. It is

understood that TRELLIX is under no obligation to requ ...