Form Of Strategic Alliance Agreement

FORM OF


STRATEGIC ALLIANCE AGREEMENT


This Strategic Alliance Agreement dated as of ______ __, 1996 is entered into between DIGITAL EQUIPMENT CORPORATION, having a principal place of business at 111 Powdermill Road, Maynard, Massachusetts 01754-1418 (together with all subsidiary and affiliated companies collectively referred to as "DIGITAL") and AltaVista Internet Software, Inc., having a principal place of business at 30 Porter Road, Littleton, Massachusetts 01460 (together with all subsidiary and affiliated companies collectively referred to as "ALTV").


WHEREAS, ALTV has developed or acquired the rights to computer programs;


WHEREAS, DIGITAL has established procedures for evaluating and distributing computer programs and for delivering services to users of computer programs;


WHEREAS, both parties desire that DIGITAL distribute ALTV's computer program(s) and provide services to ALTV customers.


NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties, intending to be legally bound hereby, agree as follows:


1.0 DEFINITIONS


1.1 Program means the computer programs related to the Products,
Documentation, Demonstration Programs, and all future
Revisions, enhancements and modifications to such programs.


1.2 Object Code means machine readable code commonly referred to
as binary code or executable code.


1.3 Documentation means a functional description of a Program,
directions for installation, verification of installation, and
use, and any other explanatory material necessary for a user
to perform all of the functions of a Program.


1.4 Demonstration Program means an illustrative version(s) of a
Program, in Object Code form, which demonstrates its key
features.


1.5 Revision means any correction, modification, update,
enhancement, and new version of a Program, Documentation, and
Demonstration Program. 2
1.6 Products mean now existing or later created ALTV Programs in
Object Code form, including Documentation, Demonstration
Programs, and Revisions.


1.7 Source Code means code which may be printed out or displayed
in a form readable and understandable by a programmer of
ordinary skill, and which cannot be executed on a computer
system without first being assembled or compiled.


1.8 DIGITAL's Service Provider(s) means DIGITAL authorized
dealers, distributors and/or other third parties who are
authorized by DIGITAL to provide warranty, maintenance and/or
other support services for the Product.


1.9 Service Agreement(s) means agreements between DIGITAL and
end-user customers and agreements between DIGITAL's Service
Providers and end-user customers under which DIGITAL or
DIGITAL's Service Providers offer end-user software product
services, including services such as telephone support,
electronic access to problem/solution information, critical
on-site support, rights to new versions of the Product, and
Documentation updates for the Products.


1.10 DIGITAL-ALTV Fee Schedule means the then current schedule of
fees and prices relating to the Products and services
hereunder as agreed upon by DIGITAL and ALTV.


2.0 LICENSES


2.1 ALTV grants to DIGITAL a non-exclusive, royalty-free license
to execute the Product, and to load, copy or transmit the
Programs and/or Demonstration programs in whole or in part,
for the purposes of evaluation, marketing and promotional
activities related to the Product in connection with the
distribution of the Product and the provision of Services
hereunder to end-users of the Product.


2.2 ALTV grants DIGITAL a non-exclusive, royalty-free license to
make copies of each Program and/or Product to be used for the
purposes of customer evaluation at customer facilities.


2.3 ALTV grants DIGITAL a non-exclusive, worldwide license to (i)
each Product, (ii) load, copy or transmit such Product, and
(iii) market, demonstrate and distribute directly or by means
of sublicenses and grant to its sublicensees the right to
sublicense, market, distribute and demonstrate the Product to
its customers. Distribution shall be subject to ALTV's then
current applicable software license agreement(s). The license
granted


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under this Section 2.3 shall be subject to a fee set
forth in the DIGITAL-ALTV Fee Schedule.


2.4 ALTV grants to DIGITAL, a non-exclusive, worldwide license to
execute the Products for internal end use purposes, and to
load, copy or transmit the Products to the extent necessary
for such execution. The license granted under this Section 2.4
shall be subject to a fee set forth in the DIGITAL-ALTV Fee
Schedule.


2.5 To the extent necessary to give effect to this Agreement, the
licenses granted to DIGITAL shall include rights under any
applicable patents, copyrights, trademarks, trade secrets and
any other intellectual property rights belonging to ALTV or
which ALTV has acquired or may acquire from any third party
other than DIGITAL.


2.6 DIGITAL shall not decompile, or reverse assemble any Product,
or analyze or otherwise examine the Product for the purpose of
reverse engineering, except as authorized by law.


2.7 ALTV grants Digital, a non-exclusive, worldwide license to
market and distribute the Product in combination with or
bundled together with DIGITAL products or systems integration
services by means of sublicenses and grant to its sublicensees
the right to sublicense, market and demonstrate such combined
Product to its customers. Distribution shall be subject to
ALTV's then current applicable software license agreement(s).
The license granted under this Section 2.7 shall be subject to
a fee set forth in the DIGITAL-ALTV Fee Schedule.


2.8 Upon DIGITAL's request and on terms, including fees payable to
DIGITAL, satisfactory to DIGITAL and ALTV, ALTV shall grant
DIGITAL the non-exclusive, royalty-free license to manufacture
the Product, and shall provide DIGITAL with all materials
necessary to do so, including Product masters.


3.0 STRATEGIC DEVELOPMENT


3.1 For so long as ALTV (a) adapts its Products, and any
subsequent product offerings, to run on the DIGITAL Unix
operating system and (b) simultaneously releases its Products
and any subsequent product offerings in a form adapted to run
on the DIGITAL Unix operating system, DIGITAL shall provide to
ALTV, at no charge, by loan or otherwise, certain DIGITAL
hardware and software products for use by ALTV for product
development.


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3.2 DIGITAL shall sell ALTV hardware equipment for use at its
public WEB service sites at its then prevailing inter-company
rate for such equipment for so long as ALTV identifies such
sites in all of its marketing, advertising and other
publications as being supported by DIGITAL.


3.3 Subject to the prior written consent of ALTV with respect to
any Program and Product, ALTV grants DIGITAL a non-exclusive,
worldwide license to combine, incorporate or embed the Program
and the Product, including the right to modify the Source Code
and Object Code of any such Product, into DIGITAL's or any
other products or programs, or as a new product, and to
distribute the new product pursuant to Section 2.3 hereof.
Such new product shall be considered a derivative work, and
all right, title and interest in the derivative work shall be
owned by Digital, subject to the ownership by ALTV of any of
the Programs, Source Code or Object Code incorporated therein.
The license granted under this Section 3.3 shall be subject to
a fee based on Digital's then prevailing inter-company rate
for such products.


3.4 DIGITAL represents that it will provide to ALTV certain
hardware and software products for internal use at a rate set
forth in the DIGITAL-ALTV Fee Schedule.


4.0 ACCEPTANCE


4.1 DIGITAL shall evaluate each Product and shall give written
notice to ALTV if such Product does not operate in conformance
with the applicable Documentation.


4.2 If DIGITAL determines not to accept or distribute any one or
all of the Products for any reason, it shall give written
notice to ALTV and DIGITAL shall have the right to eliminate
the specified Products from this Agreement or to terminate
this Agreement in its entirety. In this event, DIGITAL shall,
at its option, either return to ALTV or destroy copies of the
eliminated Products in its possession.


5.0 PURCHASING REQUIREMENTS


5.1 Subject to acceptance and ALTV's performance of all of its
duties and obligations hereunder, DIGITAL shall pay ALTV
license fees, as hereafter described.


5.2 All shipments shall be F.O.B. Origin. Payments from DIGITAL to
ALTV shall be due on a net 30-day basis from the date of
ALTV's invoice. Prices do not include any shipping charges, or
federal, state, county, local or other governmental taxes,
duties, excise taxes now or hereafter imposed


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on the storage, sale, transportation, licensing or use of the
Products, which charges shall be borne by DIGITAL. Any taxes
imposed by any federal, state, or municipal government,
including any interest due thereon, if any, paid or payable in
connection with ALTV sales to DIGITAL, shall be borne by
DIGITAL. If ALTV supplies DIGITAL with a valid tax exemption
certificate, DIGITAL shall not be liable for such taxes as are
exempted.


5.3 Unless otherwise approved by ALTV, orders must be placed via
the ALTV Internet Website, and request delivery within three
(3) months.


5.4 DIGITAL may reschedule or cancel delivery of individual
Purchase Orders ...