Software Development & License & Services Agreement

EXHIBIT 10.13.1


CONFIDENTIAL TREATMENT REQUESTED


SOFTWARE DEVELOPMENT AND LICENSE AND SERVICES AGREEMENT


This Software Development and License and Services Agreement (the " Agreement") is made effective as of January 4, 2001 (the " Effective Date"), by and between WEBTV NETWORKS, INC., a Delaware corporation, with its principal offices at 1065 La Avenida, Mountain View, CA 94043 (" WebTV"), and BRIGHTMAIL, INC., a California corporation, with its principal offices at 301 Howard Street, Suite 1800, San Francisco, CA 94105 (" BI") (each a " Party" and collectively, the " Parties").

RECITALS


WHEREAS, BI is in the business of providing software (including Rules and Rule Updates) and services, which are capable of monitoring, managing and filtering Spam on web-based properties and services in a timely and efficient manner;

WHEREAS, BI and Microsoft Network LLC ("MSN") have entered into Software Development and License and Services Agreement dated September 30, 2000 (the "MSN Contract") which provides that WebTV may exercise an option to separately license the BI technology and procure services which are available to MSN under the MSN Contract; and

WHEREAS, the Parties desire to enter into an agreement whereby BI shall license to WebTV such software (including Rules and Rule Updates) as set forth on Exhibit B attached hereto, and provide to WebTV such services in accordance with the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, BI and WebTV hereby agree as follows:


1. Adoption of MSN Contract . The Parties agree to adopt and be bound by the terms of the MSN Contract, which terms are incorporated herein by reference except to the extent the MSN Contract is modified by this Agreement. The Parties acknowledge and agree they have reviewed and understand the terms of the MSN Contract. For purposes of this Agreement, Exhibits A, C and E of the MSN Contract are hereby adopted and incorporated herein by reference. For purposes of this Agreement, Exhibits B and D of the MSN Contract are deleted and are replaced by Exhibits B and D attached hereto and incorporated herein by reference. For purposes of this Agreement, all references in the MSN Contract to "Microsoft", "MS Corp.", "MS", "MSN", "MSNIA" and the like shall mean "WebTV." For the avoidance of doubt, WebTV shall be able to use the Software in the provision of its services to any of its users regardless of the designation or title of such services when provided.


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CONFIDENTIAL TREATMENT REQUESTED


2. No Amendment of MSN Contract . The Parties agree this Agreement does not constitute an amendment or modification of the MSN Contract, which agreement WebTV is not a party to, and that the MSN Contract remains fully in force and effect without amendment or modification, notwithstanding this Agreement.

3. Defined Terms . For purposes of this Agreement, all capitalized terms used in this Agreement (and as incorporated from the MSN Contract) which are defined in the ...