Unassociated Document


    


    
      
        
          
            	
                    

                  	
                    General
      Terms &
Conditions

                  


          

        

      

    

     

    
      Effective
Date:  August 18, 2005

    

    


    
      Company:  Sonic
Solutions, 101 Rowland Way, Novato, CA 94945

    

     

      
        

      

       

    

    These
General Terms & Conditions are made and entered into on the Effective Date set forth
above, by and between Digital
River, Inc., a Delaware corporation with offices located at 9625 West
76th Street, Suite 150, Eden Prairie, MN 55344 (“DR”) and the entity or
organization named above (the “Company”) (each, a “Party”, and together, the
“Parties”).  The
Parties agree as follows:

    


    
      	
              1.

            	
              Intent.  The
      purpose and intent of these General Terms & Conditions is to establish
      terms and conditions that shall be incorporated by reference into any
      subsequent agreement specifically referencing these General Terms &
      Conditions that may be entered into between DR and Company (each, an
      “Agreement”).  These
      General Terms & Conditions shall be interpreted solely in the context
      of such an Agreement.  These General Terms & Conditions
      shall not bind either Party unless and until an Agreement is executed by
      the Parties in accordance with these General Terms & Conditions, at
      which time they will be automatically incorporated by reference into, and
      made a part of, that Agreement.  In no event, however, shall
      these General Terms & Conditions be construed as obligating DR or
      Company to enter into any particular Agreement with the
      other.  Appendix 1 to these General Terms & Conditions is
      hereby incorporated by reference.

            


    

    


    
      	
              2.

            	
              Ownership of Materials.
      DR acknowledges that any materials provided to it by or on behalf of
      Company pursuant to this Agreement are the property of Company or its
      licensors, and that DR has no rights in such materials.  Company
      acknowledges that any materials (other than those materials developed
      specifically for Company and for which Company makes payment to DR
      pursuant to a separate written agreement between DR and Company) provided
      by DR in the performance of its obligations under an Agreement (including
      without limitation DR
      Materials and Work Product) are the
      property of DR or its licensors, and that Company has no rights in such
      materials.  Neither Party shall disassemble, decompile, or
      otherwise reverse engineer (as applicable) any Software, DR Materials
      or Work
      Product, or otherwise attempt to learn the source code or
      algorithms underlying them.  Company grants to DR the right to
      use those of its Trademarks supplied by Company to DR solely for the
      purpose of DR’s performance of its obligations under Agreements and as
      otherwise permitted by written agreement between DR and Company (which, in
      the case of Company, must be executed by an officer of
      Company).  Each Party acknowledges that any of the other Party’s
      Trademarks are
      owned and licensed solely and exclusively by that Party, and agrees to use
      such Trademarks
      only in the form and with appropriate legends as prescribed by such other
      Party.  Neither Party will remove, cover, or modify any
      proprietary rights notice or legend placed by the other Party on materials
      used in connection with an
Agreement.

            


    

    


    
      	
              3.

            	
              Term &
      Termination.

            


    

     

    
      	
            	
              3.1.

            	
              Term.  The
      initial term of each Agreement will commence on the Effective Date
      specified in the Agreement and will continue for a period of one (1) year
      from the Effective
      Date, and will automatically renew thereafter for successive one
      (1) year renewal terms, except that an
      Agreement may be terminated by either Party (a) as of the end of the
      initial term or any renewal term by giving the other Party written notice
      of termination at least one hundred and twenty (120) calendar days prior
      to the end of such term; or (b) as otherwise provided in these General
      Terms & Conditions or an
Agreement.

            


    

     

    
      	
            	
              3.2.

            	
              Rights of
      Termination.  Either Party may terminate an Agreement
      (and/or any other Agreements then in effect at that Party’s discretion)
      upon written notice to the other Party in the event of (i) the other
      Party’s breach of a representation or warranty made hereunder or failure
      to substantially perform its obligations under these General Terms &
      Conditions or an Agreement, or (ii) the assertion against the other Party
      of a claim that all or part of any materials, items, products or
      information developed or used in connection with an Agreement infringes or
      otherwise violates the Rights of any other
      person, entity or organization, but in all such cases, only where written
      notice of such breach or failure is provided by the non-breaching Party,
      and such breach or failure to perform is not cured within thirty (30)
      calendar days of the breaching Party’s receipt of that
    notice.

            


    

     

      
        

      

    

    
      	
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      Terms & Conditions

                


        

      

    

     

    Further, either Party may
immediately terminate an Agreement (and/or any other Agreements then in effect
at that Party’s discretion), without opportunity to cure, upon written notice to
the other Party in the event of (a) the assertion against either Party of claims
relating to product liability; or (b) the material violation of the privacy
policy of either Party; or (c) the commission of a fraudulent or criminal act by
either Party; or (d) either party substantially ceases to do business in the
manner in which it was conducted as of the Effective Date of these
General Terms & Conditions (for the avoidance of doubt, a sale of Company’s
business, transfer of stock or assets, or other like transaction between Company
and a third party shall not trigger either Party’s right to terminate under this
clause (d)); or (e) either Party initiates or has initiated against it,
voluntarily or involuntarily, any act, process or proceeding under the
provisions of any bankruptcy statute or law, or under any other insolvency law
or other statute or law providing for the modification or adjustment of the
rights of creditors.

     

    Further,
in the event any claims in connection with any Product sold, resold or
distributed by DR or a Related
Party pursuant to an Agreement are asserted against DR, a Related Party or Company (or
against the publisher of Products distributed but not
published by Company), DR will have the right to suspend or terminate
distribution of such Product, and may take such
other actions as it deems to be reasonably necessary to comply with or as
permitted under applicable law (including without limitation the “safe harbor”
provisions of the Digital Millennium Copyright Act).  Such actions may
include, but are not limited to, the suspension of DR’s performance hereunder
and/or termination of its Agreements with Company upon notice to
Company.

     

    
      	
            	
              3.3.

            	
              Events upon
      Termination.  Upon the later of (a) the date of
      termination of an Agreement or (b) the end of the Winding-Down Period for
      that Agreement if such a period is specified in that Agreement, each Party
      will cease performance of its obligations under that Agreement, and each
      Party will promptly return or destroy any of the other Party’s Confidential
      Information or other materials in its possession or
      control.  Termination will not affect each Party’s payment
      obligations to the other Party in connection with activities prior to
      termination of the Agreement.

            


    

     

    
      	
            	
              3.4.

            	
              Contract
      Review.  After the initial term, DR and Company agree
      that between the first and third months of every year of the renewal
      term(s), the parties shall review and (to the extent deemed necessary by
      both parties) renegotiate in good faith the current pricing for all
      services being provided to Company by DR, as well as any appropriate
      changes to risk allocation warranted by pricing
  changes.

            


    

     

    
      	
               
      

            	
              3.5

            	
              Survival.  The
      provisions of these General Terms & Conditions and any Agreement
      which, by their terms, require performance after the termination of these
      General Terms & Conditions or that Agreement, or have application to
      events that may occur after such termination, shall survive the
      termination of these General Terms & Conditions and that
      Agreement.

            


    

    


    
      	
              4.

            	
              Confidentiality.  All
      Confidential
      Information provided by a Party will be maintained in confidence by
      the other Party, and neither Party will, during the term of the Agreement
      pursuant to which such information was disclosed and or for a period of
      three (3) years following the termination of that Agreement, divulge to
      any person or organization, or use in any manner whatsoever, directly or
      indirectly, for any reason whatsoever, any of the Confidential
      Information of the other Party without receiving the prior written
      consent of the other Party.  The terms of these General Terms
      & Conditions and any Agreements (including pricing) shall be
      considered Confidential
      Information.  Each Party will take such actions as may be
      reasonably necessary to ensure that its employees and agents are bound by
      the provisions of this Section, which actions will, as may be reasonably
      requested by either Party, including the execution of written
      confidentiality agreements with the employees and agents of the other
      Party.  The provisions of this Section will not have application
      to any information that (i) becomes lawfully available to the public; (ii)
      is received without restriction from another person or organization
      lawfully in possession of such information; (iii) was rightfully in the
      possession of a Party without restriction prior to its disclosure; or (iv)
      is independently developed by a Party or its employees or agents without
      access to the other Party’s similar
information.

            


    

    


    
      	
              5.

            	
              Publicity.  Neither
      Party may publicly disclose any of the specific terms of these General
      Terms & Conditions or an Agreement, or issue any press release
      regarding the subject matter of these General Terms & Conditions or
      any Agreement, without the prior written consent of the other Party, which
      consent will not be unreasonably withheld (except consent will not be
      required for disclosures required by law or to comply with any state or
      federal reporting requirement, e.g., those of the Securities and Exchange
      Commission, or any Board of Exchange on which a Party’s stock is
      traded).   Company gives its approval and consent for DR
      (a) to include Company’s name and/or logo in its client list (provided
      that DR follows any reasonable trademark usage guidelines provided to it
      from time to time by Company in connection therewith) and refer to Company
      in marketing materials and business conversations as a client of DR, and
      (b) to disclose general information about the Parties’ relationship
      created by these General Terms & Conditions and any Agreements, and
      the general nature of the activities to be conducted under an
      Agreement.

            


    

     

    
      
        

      

    

    
      	
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              6.

            	
              Warranties.  Each
      Party represents and warrants to the other that: (i) it has full right,
      power and authority to enter into and fully perform its obligations under
      these General Terms & Conditions and any Agreements; (ii) the
      execution, delivery and performance of these General Terms &
      Conditions and any Agreements by that Party does not conflict with any
      other agreement to which it is a Party or by which it is bound; (iii) to
      its actual knowledge, any products, materials, or information provided by
      it will not, when used in accordance with the associated instructions and
      when standing alone (i.e., not combined with
      any items not provided by such Party), infringe or otherwise violate the
      Rights of any
      other person or organization; and (iv) it shall substantially comply with
      all material laws and regulations (including without limitation Export Control Laws)
      applicable to its activities in connection with these General Terms &
      Conditions and any Agreements.  Each party’s sole remedy for
      claims arising out of clause (iii) above shall be indemnification pursuant
      to Section 7.1 below.  Company further represents and warrants
      to DR that (a) Company is the owner or fully authorized licensee of all
      Rights to the
      Products provided
      to DR, and (b) any Software provided to
      DR, or other software used by Company in connection with an Agreement,
      shall not, as delivered by Company, contain any viruses, trojan horses,
      malware, spyware, adware or other disruptive software, or any software
      code which is designed to disrupt, damage, or perform unauthorized actions
      on a computer system, or which transmits data from a user’s computer
      without notice to and the express prior consent of the
      user.  Each party’s sole remedy for claims arising out of the
      immediately preceding sentence shall be indemnification pursuant to
      Section 7.1 below.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH
      PARTY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH REGARDS TO THE
      MATERIALS AND SERVICES PROVIDED BY THAT PARTY, INCLUDING WITHOUT
      LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      NON-INFRINGEMENT AND TITLE.

            


    

    


    
      	
              7.

            	
              Risk
      Allocation.  THE TERMS WITHIN THIS SECTION 7 REFLECT AN
      AGREED-UPON ALLOCATION OF RISK BETWEEN THE PARTIES SUPPORTED BY (AMONG
      OTHER THINGS) THE PRICING AGREED TO BETWEEN THE PARTIES, AND THIS
      ALLOCATION IS A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN
      THEM.

            


    

     

    
      	
            	
              7.1.

            	
              Indemnification.  Each
      Party and its successors and assigns will indemnify, defend, and hold
      harmless the other Party and its successors and assigns (and in the case
      of Company as the indemnifying Party, any Related Party) from and
      against any and all claims, demands, losses, costs, expenses (including,
      but not limited to, the reasonable cost of obtaining an opinion of counsel
      in response to a notice of potential infringement of the Rights of any other
      person or organization, unless the indemnifying Party has already obtained
      an applicable non-infringement opinion from counsel, and agrees to share
      that opinion with the indemnified Party), obligations, liabilities,
      damages, recoveries and deficiencies, including interest, penalties,
      reasonable attorneys’ fees and costs (collectively, “Losses”) brought by a
      third party other than an Affiliate, that the
      indemnified Party may incur or suffer, which arise, result from, or relate
      to (i) the breach by the indemnifying Party of any of its representations
      and warranties set forth in these General Terms & Conditions or any
      Agreement or a breach of Section 8.4 of these General Terms &
      Conditions, or (ii) the failure of the indemnifying Party to perform any
      of its obligations under these General Terms & Conditions or any
      Agreement, or (iii) the assertion of any infringement or other claims
      alleging that any of the materials provided by the indemnifying Party
      violate the Rights of any other
      person or organization, or (iv) damages to property or personal injury
      caused by the negligence or willful acts of the indemnifying Party or any
      of its employees or agents, or (v) the violation by the indemnifying Party
      of its privacy policy.  Further, Company and its successors and
      assigns will indemnify, defend, and hold harmless DR, DR Affiliates, Related Parties and
      their successors and assigns from and against and in respect of any and
      all third party Losses that any such
      indemnified party may incur or suffer, which arise, result from, or relate
      to (a) the distribution of Company’s Products by or through
      any such indemnified party, except to the extent caused by the negligence
      or willful misconduct of the indemnified party; or (b) the honoring of any
      warranty by DR, a DR Affiliate, or a Related Party as a
      seller based on the failure of a Product to function as
      advertised or any other reason beyond the control of the indemnified
      party, or (c) any tax liability on the sale of Products to End Users imposed on DR
      by a locality or jurisdiction resulting from Company’s (but not DR’s)
      nexus or contacts with that locality or
  jurisdiction.

            


    

     

    
      
        

      

    

    
      	
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              7.2.

            	
              Indemnification
      Procedure.  A Party seeking indemnification must promptly
      provide to the other written notice of the claim and tender the defense of
      that claim.  Upon receipt of such notice, the Party receiving
      notice will respond in writing to the tender of defense within twenty (20)
      business days of receipt notifying the indemnifying Party of any claim,
      demand, suit or proceeding for which the indemnifying Party has agreed to
      indemnify and hold the indemnified Party harmless, and the indemnifying
      Party, upon written request by the indemnified Party, will promptly defend
      and continue the defense of such claim, demand, suit or proceeding at the
      indemnifying Party’s expense.  A failure by the indemnifying
      Party to respond in writing to the tender of defense within the time
      specified in this paragraph will be deemed a waiver of any objection to
      its obligation to defend the indemnified Party, but a reservation of the
      indemnifying Party’s rights to object to any subsequent obligation to
      indemnify or to hold harmless the indemnified Party.  In the
      event the indemnifying Party accepts the tender of defense with a
      reservation of rights, rejects the tender of defense or fails to respond
      to a tender of defense, the indemnified Party shall thereafter have the
      right to control of the defense of such claim, including the right to
      select which firm defends the claim.  In the event the
      indemnifying Party rejects the tender of defense, the indemnifying Party
      will be liable for any legal fees and expenses incurred by the indemnified
      Party to compel the indemnifying Party to honor its obligations under this
      Section, and the indemnifying Party expressly waives any right it may have
      under statutory or common law which might operate to make the recovery of
      fees under this provision a mutual
right.

            


    

     

    The
indemnifying Party will obtain the indemnified Party’s express prior written
approval (such approval not to be unreasonably withheld, delayed or conditioned)
to settle any claim if such settlement (i) arises from or is part of any
criminal action, suit or proceeding, or (ii) contains a stipulation to or
admission or acknowledgment of any liability or wrongdoing on the part of the
indemnified Party, or (iii) requires any specific performance or non-pecuniary
remedy by the indemnified Party.

     

    If the
indemnifying Party fails to undertake and continue such defense or fails (in the
indemnified Party’s sole and reasonable opinion) to adequately pursue or conduct
such defense, the indemnified Party will have the right (but not the obligation)
to make and continue such defense as it considers appropriate, and the expenses
and costs thereof (including without limitation the amounts of any judgment
rendered against the indemnified Party) will be paid by the indemnifying
Party.

     

    
      	
            	
              7.3.

            	
              Limitation on
      Liability.  Except for each Party’s indemnification
      obligations relating to intellectual property infringement pursuant to
      Section 7.1(iii), the total liability of a Party under an Agreement for
      any cause will not exceed the net amount paid by Company to DR under that
      Agreement.

            


    

     

    
      	
            	
              7.4.

            	
              No Consequential
      Damages.  Except for damages resulting from a breach of
      confidentiality or privacy obligations hereunder, NEITHER DR NOR COMPANY
      WILL HAVE ANY LIABILITY TO EACH OTHER OR TO ANY OTHER PERSON OR
      ORGANIZATION FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY,
      PUNITIVE OR SPECIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT
      LIMITATION LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS), WHETHER
      BASED ON CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS
      OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF
      THE NUMBER OR NATURE OF CLAIMS.  THE LIMITATIONS UPON DAMAGES
      AND CLAIMS SET FORTH IN THIS SECTION 8  IS INTENDED TO APPLY
      WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN
      BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE AND
      NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
      PROVIDED HEREIN.

            


    

    


    
      	
              8.

            	
              Miscellaneous.

            


    

     

    
      	
            	
              8.1.

            	
              Integration;
      Amendments.  These General Terms & Conditions and any
      Agreement(s) between the Parties set forth the entire understanding
      between the Parties with respect to the subject matter thereof, and
      supersedes any and all prior or contemporaneous proposals, communications,
      agreements, negotiations, and representations, whether written or oral,
      related thereto.  No amendment to these General Terms &
      Conditions or any Agreement will be valid unless made in writing and
      physically signed by the Parties.  In the event of any conflict
      or inconsistency between a term in these General Terms & Conditions
      and a corresponding term in any Agreement, the term in the Agreement will
      control.  In the event of a conflict between a term in these
      General Terms & Conditions and a corresponding term in any other
      instrument or understanding between the Parties, the term in these General
      Terms & Conditions will
control.

            


    

     

    
      
        

      

    

    
      	
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              8.2.

            	
              Inurement;
      Assignment.  Each Agreement will be binding upon and
      inure to the benefit of the Parties and their permitted successors and
      assigns.  Neither Party may assign its rights or delegate its
      duties under these General Terms & Conditions or any Agreement
      (whether directly or indirectly, by operation of law or otherwise) without
      the prior written consent of the other Party, which consent will not be
      unreasonably withheld or delayed.  In the event of a merger,
      acquisition, joint venture, or sale of substantially all of its assets or
      business of a Party (or any substantially similar transaction), and so
      long as the entity to which the contract is assigned is not a direct
      competitor of the other Party, that Party will be entitled (upon written
      notice to, but without the prior written consent of, the other Party) to
      assign this agreement to an affiliate, subsidiary or otherwise in
      connection with such transaction, so long as the assigning Party, at the
      option of the other Party, guarantees in writing the performance of the
      assignee.

            


    

     

    In order
to effectuate (a) the processing of payment for Transactions between DR and
End Users located
outside the United States (“Non-US Transactions”) and (b)
the payment of amounts to Company related to such Non-US Transactions ((a) and
(b) collectively, the “Non-US
Transaction Obligations”), DR may partially assign this Agreement to a
wholly-owned subsidiary of DR, and any such subsidiary to which this Agreement
is so assigned shall be considered an additional party to this Agreement with
respect to that subsidiary's performance of Non-US Transaction
Obligations.  For the avoidance of doubt, any such assignment
shall be effective upon written notice from DR to Company as required by these
General Terms & Conditions.  Nothing in the foregoing shall
relieve DR of its obligations under this Agreement, and DR shall remain the
guarantor of any such subsidiary's performance under this
Agreement.

     

    
      	
            	
              8.3.

            	
              Governing
      Law.  Each Agreement will be governed by the laws of the
      State of Delaware in the United States without reference to or use of any
      conflicts of laws provisions therein.  The Parties agree
      that:  (a) Hennepin County, Minnesota is the venue for any
      proceedings regarding an Agreement brought by Company and that any legal
      proceedings brought by Company arising out of or relating to an Agreement,
      including the negotiations or performance hereof, will be brought in the
      courts of Hennepin County, Minnesota, or the applicable United States
      District Court sitting in Hennepin County, Minnesota; and (b) Marin
      County, California is the venue for any proceedings regarding this
      Agreement brought by DR and that any legal proceedings brought by DR
      arising out of or relating to an Agreement, including the negotiations or
      performance hereof, will be brought in the courts of Marin County,
      California, or the United States District Court for the Northern District
      of California.  Notwithstanding the foregoing, either Party may,
      without the necessity of first posting a bond or other security or
      demonstrating any actual damages, seek and, if granted, obtain immediate
      equitable or injunctive relief under Section 8.7 from any court of
      competent jurisdiction.  The Parties specifically disclaim
      application of the United Nations Convention on the International Sale of
      Goods, 1980.

            


    

     

    
      	
            	
              8.4.

            	
              Export
      Compliance.  DR and Company shall comply with all
      relevant export control laws and regulations of any nation (collectively,
      “Export Control
      Laws”) that may apply to DR, Company, the Products or any End Users, as may be
      the case, including, without limitation, U.S. embargo laws administered by
      the Office of Foreign Assets Control and the U.S. Export Administration
      Regulations.  DR and Company shall not export or re-export any
      Products except
      as permitted by such applicable Export Control
      Laws.  If required by any applicable Export Control Laws,
      Company (and not DR) shall apply for and obtain any export license
      required from the relevant governmental authority as to any specific Product, End User or shipment
      destination and shall furnish a copy of such license to
      DR.   DR may suspend or stop delivery of any Products where DR
      reasonably believes any such delivery will violate any applicable Export Control Laws or
      where Company has failed to apply for and obtain any required export
      license(s).

            


    

     

    Company
shall advise DR of the specific codes and classifications under any Export Control Laws
applicable to any Products (including without
limitation provision of appropriate Export Control Classification Numbers
(“ECCNs”) and Schedule B
codes).  Company shall promptly notify DR of any changes to such codes
or classifications, or any modifications to the Products that may affect such
codes or classifications.  Any information provided pursuant to this
paragraph shall be provided to DR via email at orm@digitalriver.com.

     

    
      	
            	
              8.5.

            	
              Notices.  Notification
      of any event required pursuant to these General Terms & Conditions or
      an Agreement will be deemed provided if such notice references these
      General Terms & Conditions and this Section, is in writing, and is
      personally delivered or sent by nationally or internationally recognized
      express courier to the other Party at the address specified at the
      beginning of these General Terms & Conditions, ATTN: General
      Counsel.  Notice will be deemed effective upon
      delivery.

            


    

     

    
      
        

      

    

    
      	
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              8.6.

            	
              Force
      Majeure.  Neither Party will be in breach of these
      General Terms & Conditions or an Agreement in the event it is unable
      to perform its obligations as a result of natural disaster, war, emergency
      conditions, labor strike, acts of terrorism, the substantial inoperability
      of the Internet, the inability to obtain supplies, or any other reason or
      condition beyond its reasonable control; provided, however, if such
      reasons or conditions remain in effect for a period of more than sixty
      (60) calendar days, either Party may terminate these General Terms &
      Conditions and all Agreements without cause upon written notice to the
      other Party.

            


    

     

    
      	
            	
              8.7.

            	
              Irreparable
      Harm.  Each Party acknowledges that its breach of these
      General Terms & Conditions or an Agreement would cause irreparable
      injury to the other for which monetary damages are not an adequate
      remedy.  Accordingly, a Party will be entitled to injunctive
      relief and other equitable remedies in the event of a breach of the terms
      of these General Terms & Conditions or an Agreement.  The
      availability of injunctive relief will be a cumulative, and not an
      exclusive, remedy available to the
Parties.

            


    

     

    
      	
            	
              8.8.

            	
              Non-Solicitation.  Each
      Party (for the purposes of this Section, the “Hiring Party”) shall
      include as part of its interview process for employees and contractors an
      inquiry as to whether or not an applicant is or was an employee of the
      other Party (for the purposes of this Section, the “Non-Hiring
      Party”).  In the event a Hiring Party determines that an
      applicant is a current employee of the Non-Hiring Party (or has left the
      Non-Hiring Party’s employ within three (3) months of the date of inquiry),
      the Hiring Party will notify the candidate of its obligations to the
      Non-Hiring Party under this Section and provide the applicant with an
      option to withdraw her or his application. For applications not withdrawn,
      the executive of the appropriate division of the Hiring Party will notify
      the CFO and General Counsel of the Non-Hiring Party of the application
      pursuant to Section 8.5.  The notice will not identify the
      applicant by name, but will contain a description of the applicant's
      current (or, as applicable, final) functional position at the Non-Hiring
      Party.  Within three (3) business days of his/her receipt of
      notice, the Non-Hiring Party will provide to the Hiring Party either (i) a
      written waiver allowing the application process to continue, in which case
      the Hiring Party may continue the application process, or (ii) a request
      that the Hiring Party cease and desist in the hiring or employment of the
      applicant, in which case the Hiring Party shall immediately honor the
      request.  A failure to respond shall be construed as a waiver
      pursuant to clause (i) above.  Further, each Party will use
      commercially reasonable efforts to ask any applicant that is or was an
      employee of the other Party to obtain a waiver from the other Party
      pursuant to any non-compete agreement or other restriction on employment
      in effect with the other Party.

            


    

     

    
      	
            	
              8.9.

            	
              Other.  No
      waiver or breach of any provision of these General Terms & Conditions
      or an Agreement (a) will be effective unless made in writing, or (b) will
      operate as or be construed to be a continuing waiver of such provision or
      breach.  In the event any portion of these General Terms &
      Conditions or an Agreement is held to be invalid, the same will not affect
      in any respect whatsoever the remainder of these General Terms &
      Conditions or the Agreement, as appropriate.  Each Party is an
      independent contractor of, and is not an employee, agent or authorized
      representative of, the other Party.  The provisions of these
      General Terms & Conditions and any Agreements will not in any respect
      whatsoever be deemed to create a partnership, joint venture, or other
      business combination between DR and the Company.  Except as may
      be expressly provided in an Agreement, neither Party shall have the right,
      power or authority to act or create any obligation, express or implied, on
      behalf of each other.  Notwithstanding any applicable statute of
      limitations, the Parties agree that any claims for breach of these General
      Terms & Conditions or an Agreement will be brought by a Party within
      two (2) years of the date that Party first has notice of the existence of
      such breach.  No provisions in either Party’s purchase orders or
      other business forms will modify, supersede or otherwise alter the terms
      of these General Terms & Conditions or an Agreement.  The
      Parties acknowledge and agree that these General Terms & Conditions
      and any Agreements have been negotiated by the Parties and their
      respective counsel, and will be interpreted fairly in accordance with its
      terms and without any strict construction in favor of or against either
      Party based on draftsmanship of the General Terms & Conditions or an
      Agreement or otherwise. Headings are for reference purposes only and shall
      not affect the meaning or interpretation of these General Terms &
      Conditions or any Agreement.  DR may engage the services of
      subcontractors or agents to assist DR in the performance of its
      obligations and will be responsible for the acts and omissions of such
      subcontractors and agents.  Any reference to a section will
      refer to all subsections of that section.  These General Terms
      & Conditions and each Agreement may be executed in one or more
      counterparts, each of which will be deemed to be an original, but all of
      which will be one and the same document.  A copy (including PDF)
      or facsimile of a signature will be binding upon the signatory as if it
      were an original signature.  These General Terms &
      Conditions and each Agreement will not become binding on either Party
      until each Party has received a counterpart executed by the other
      Party.

            


    

    
       

      
        

      

    

    
      	
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                  General
      Terms & Conditions

                


        

      

    

    


    IN
WITNESS WHEREOF, the duly authorized representatives of the Parties have
executed these General Terms & Conditions as of the dates set forth below,
to be effective as of the Effective Date.

    


    
      
        	
                DR:
      Digital River, Inc.

              	 
      	
                Company:  Sonic
      Solutions

              
	 
      	 
      	 
      
	
                By:

              	/s/
      Kevin Crudden	 
      	
                By:

              	/s/
      Paul Norris
	 
      	 
      	 
      
	
                Name:

              	Kevin
      Crudden	 
      	
                Name:

              	Paul
      Norris
	 
      	 
      	 
      
	
                Title:

              	Vice
      President and General Counsel	 
      	
                Title:

              	Senior
      Vice President and General Counsel
	 
      	 
      	 
      
	
                Dated:

              	February
      28, 2006	
                  

              	
                Dated:

              	February
      21, 2006


      

    

    
       

      
        

      

    

    
      	
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                    General
      Terms &
Conditions

                  


          

        

      

    

    


    Appendix
1 to General Terms & Conditions

    Definitions

    


    The
following definitions will be applicable to the General Terms & Conditions
and any Agreement(s).  As a general rule, terms are defined in bold where used in the General
Terms & Conditions and Agreement(s) and appear within the text of the
General Terms & Conditions and any Agreement(s) in Initial Caps
Italics.  Any italicized terms not defined herein shall have
the meanings afforded to them in the Agreement in which such terms are
defined.

    


    Affiliate:  Any
entity which directly or indirectly owns or controls, is owned or controlled by,
or is under common ownership or common control with the Party in question, as
the case may be.

     

    Confidential
Information:  The inventions, trade secrets, computer software
in both object and source code, algorithms, documentation, know how, technology,
ideas, and all other business, customer, technical, and financial information
owned by DR or Company, which is designated as confidential, or communicated in
such a manner or under such circumstances as would reasonably enable a person or
organization to ascertain its confidential nature.

     

    Documentation:  All
computer readable and/or printed instructions, manuals and other materials
normally provided from time to time by Company to End Users for use of the
Products, and all
subsequent versions thereof provided to DR pursuant to these General Terms &
Conditions.

     

    DR
Materials:  Computer readable materials and/or encryption
software provided by DR for inclusion in an electronic package containing the
Software, Documentation, and EULA, all of which materials,
including all Rights,
will be exclusively owned by DR.

     

    End
Users:  Person(s) or organization(s) that acquire a Product for use rather than
resale or distribution.

     

    End User License Agreement
(EULA):  The computer readable and/or printed license agreement
provided by Company to End
Users that governs the use of the Products by End Users, and which is to be
included with each copy of the Product sold by DR
hereunder.

     

    Non-Software
Product:  Any Product provided by Company
for distribution by DR which is not Software.

     

    Product(s):  A copy
of the Software and/or
Non-Software Product, Documentation, and EULA, if any, packaged in
computer readable form together for electronic delivery on www.digitalriver.com
(or equivalent) and/or in tangible packaged form for delivery in accordance with
these General Terms & Conditions, as identified in an Exhibit which may from
time to time be modified in accordance with the provisions of these General
Terms & Conditions.

     

    Related Party:  Any
person, organization or entity distributing Company’s Products through an agreement
between that person, organization or entity and DR.

     

    Rights:  Any and all
rights of copyright, patent rights, trademark and service mark rights, trade
secret rights, trade dress rights, character rights, artistic and moral rights,
and any and all other proprietary rights of any kind whatsoever, together with
associated registration rights and rights to sue for and collect damages for any
infringement or violation of any of the foregoing.

     

    Software:  The
executable object code for Products, including all
subsequent versions thereof provided to DR pursuant to these General Terms &
Conditions.

     

    Trademarks:  The
trademarks, service marks, trade dress, trade names, and logos used by DR and/or
Company, as applicable, in connection with DR’s performance under these General
Terms & Conditions, Company’s website, or the Products.

     

    Transaction:  The sale of one or more Product(s) and/or other products or services
offered by DR under an Agreement to an End
User through a single
order.

     

    Work Product:  All
HTML files, Java files, graphics files, animation files, data files, technology
scripts and programs, both in object code and source code form, all technology,
methods, processes, documentation, and any and all other materials or
information prepared by, provided by, or used by DR in the course of performing
its obligations under these General Terms & Conditions or any Agreement or
Exhibit, including any modifications to any materials, and any other development
tools customarily used by DR in connection with its performance of its
obligations for its other customers and clients; together with any modifications
or improvements to any of the foregoing, any of which may be made at any time by
DR in its sole discretion; and all of which, including all Rights will be
exclusively owned by DR.  Nothing in the foregoing provision is
intended to convert into Work
Product Company’s EULA, Products, Documentation or other
materials prepared or provided by Company (or Rights therein).

     

      
        

      

    

    
      	
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                                  Reseller
  Agreement

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      	
              Effective Date:   

            	
              August
      18, 2005

            


    

    


    
      	
              Company:     

            	
              Sonic
      Solutions (a California corporation), 101 Rowland Way, Novato, CA
      94945

            
	 
      	 
      
	
              Site:

            	
              http://www.sonicsolutions.com,
      http://www.sonic.com, http://www.roxio.com

            
	 
      	 
      
	
              Store:

            	
              http://www.digitalriver.com

            


    

    
      
         

        
          

        



    

    As of the
Effective Date, DR will
resell Company’s products as the merchant of record through a Store created, owned, hosted
and maintained by DR in accordance with the terms of this Agreement and all
Appendices attached hereto, and the General Terms & Conditions between the
Parties dated effective as of August 18, 2005 which are incorporated by
reference into this Agreement.  This Agreement shall be void and of no
force or effect if the Parties have not executed the General Terms &
Conditions as of the date of execution of this Agreement.  The Parties
may enter into one or more Exhibit(s) to this Agreement setting forth additional
obligations between the Parties, provided such Exhibit(s) specifically reference
this Agreement.  The Parties agree as follows:

    


    Product and Pricing
Information

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Product

                              	 	
                                Suggested

                                Retail Price

                              	 	
                                Margin

                                Percentage

                              	 	
                                Responsible for

                                Delivery:

                                DR or Company

                                (C)

                              	 	
                                Method of Delivery:

                                Digital (D),

                                Physical (P), or Both (B)

                              
	
                                [As
      previously provided]

                              	 	
                                [As
      
previously 
provided]

                              	 	
                                [***]

                              	 	
                                [As
      
previously 

                                provided]

                              	 	
                                [As
      previously

provided]

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    DR's
Margin Percentage will
apply for all products sold via digital delivery and will not be less than [***]
Dollars USD ($[***]) for physical delivery, as long as Company maintains an
Average Order Value
greater than [***] Dollars USD ($[***]) on the Store(s) for the month. In
the event that Company's Average Order Value for a
given calendar month drops below [***] Dollars USD ($[***]), then (a) DR will
notify Company of such decrease within five (5) days after the end of such
month, and (b) in the event that, for the immediately following month, Company’s
Average Order Value
remains below [***] Dollars USD ($[***]), then the DR Discount will be no less
than [***] Dollars ($[***]) per Product sold via digital
delivery or physical delivery during that second month, and the Margin Percentage on such
Products shall
automatically be adjusted accordingly. For the avoidance of doubt, “Average Order Value” will
calculated as aggregate Sales
Price for Products purchased by End Users during a given
calendar month through all of Company’s Store(s) divided by total
Transactions through
Company’s Store(s) for
that calendar month.

     

    Notwithstanding
the Margin Percentage
set forth above, DR agrees that the purchase price of a Product by DR from Company
shall (subject to any additional discounts or amounts set forth in the any
Exhibit to this agreement and other amounts earned by DR as set forth in this
Agreement) in all circumstances be the greater of: (i) the Net Purchase Price for that
Product; and (ii) the
Base Price for that
Product.

    


    
      
        
          
            	
                    Set-Up Costs

                  	 
      	 
      
	
                    ·      
      Set Up Cost (Original Stores):

                  	
                    $[***]
      (the “Original
      Stores” consist of the following seven (7) Stores, with the
      language to be enabled on each such Store listed in
      (parenthesis):  (1) North America (English); (2) England
      (English); (3) France (French); (4) Italy (Italian); (5) Germany (German);
      (6) Spain (Spanish); (7) Taiwan (Chinese – either Mandarin or
      Cantonese))

                  	 
      
	
                    ·      
      Set-Up Cost (each additional Stores):

                  	
                    $[***] (estimated; to be
      approved by DR and Company in writing prior to inception of
      work)

                  	 
      
	 
      	 
      	 
      
	
                    Costs of Services

                  	 
      	 
      
	
                    ·      
      Monthly Hosting Cost:

                  	
                    [***]

                  	 
      
	
                    ·      
      Free Order Processing Cost:

                  	
                    $[***]
      per digital order/$[***] per physical order

                  	 
      


          

        

      

    

    
       

      
        

      

    

    
      	
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      Confidential — Subject to NDA

            	
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    [***]
Omitted pursuant to a confidential treatment request.  The
confidential portion has been filed separately with the SEC.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              

            	
              Reseller
  Agreement

            


    

     

    
      	
              ·      
      Domestic Customer Service:

            	
              $[***]
      per minute utilization; $[***] per email

            	 
      
	
              ·      
      International Customer Service:

            	
              $[***]
      per minute utilization; $[***] per email

            	 
      


    

    


    Optional Services
(Initial on Line to Accept)

    
      	                      
      	
              Money
      Order/Check/Wire Transfer Acceptance Cost – Included

            
	                      
      	
              Electronic
      Payment – ACH/Wire Transfer - $25.00 per U.S. payment/$50.00 per
      International payment

              (attach
      banking info)

            


    

     

      
        

      

    

     

    Reseller
Agreement Additional Terms & Conditions

    


    DR’s Rights and
Obligations

     

    
      	
              ·

            	
              Notwithstanding
      anything to the contrary, DR will be the seller and merchant of record for
      all Product sales
      to End Users
      through the Store
      maintained by DR for Company.  DR may, in its sole discretion,
      set the price or license fee at which Products will be
      offered to End
      Users for sale.  Title to all Products will remain
      with Company until DR processes a Transaction by an End User, at which time
      DR purchases the applicable Product(s) from
      Company, and title to those Products will pass to
      DR for immediate subsequent passage to the End User. Transactions will be
      processed, and payments will be made in accordance with the provisions of
      Appendix 2 to this Reseller
Agreement.

            


    

     

    
      
        	
                ·

              	
                DR
      will establish and maintain Store and the Cart to Company’s
      reasonable specifications.  Those portions of the Store other than the
      Cart will include
      agreed-upon DR marketing and promotional literature but will not include
      DR’s name, logo or other identifying mark without Company’s prior
      consent.  In connection with checkout pages of the Store and the Cart, DR shall place
      links to its (a) privacy policy, (b) terms and conditions of sale, (c)
      disclosure of DR as the seller to End Users and (d) the
      text of pages which are utilized in connection with the Cart, provided that,
      and subject to DR’s right to make the final decision as to such matters,
      DR will collaborate with Company, seek Company’s input, and otherwise
      involve Company in any decisions regarding such matters.  Each
      party agrees to act in good faith and to cooperate in order to reach
      agreement regarding the privacy policy, terms and conditions of sale, and
      disclosure of DR as the seller, as well as the text of any other required
      disclosures to End Users
      included on the pages which are utilized in connection with the
      Cart.  Notwithstanding
      such good faith efforts, in the event that the parties are unable to agree
      as to any such matters and DR includes disclosures in the Cart or on the checkout
      pages of the Store that are
      unacceptable to Company, Company may, as its sole remedy, terminate this
      Agreement, provided that (a) Company shall ensure that any decision by
      Company to terminate has been made by a Company executive at least at the
      Senior Vice President level after an escalation procedure that includes
      face-to-face executive level consultation between the parties, and (b) DR
      shall have no less than ten (10) business days after such face-to-face
      meeting within which to reverse any action that caused the Company to seek
      to terminate under this provision or make any changes to the disclosures
      in the Store or
      Cart agreed upon
      by the executives at that meeting.  For the avoidance of doubt,
      Company shall be permitted to include a link to its own privacy policy in
      the Store,
      notwithstanding any link to DR’s privacy policy that may be included
      within the Store
      as described above.  Subject to Company’s ownership of all
      content and other materials provided by or on behalf of Company and
      included in the Store, DR will retain
      ownership of the Store.

              


      

    

     

    
      
        
          
            ·     DR will
post “opt-in” or “opt-out” language (at Company’s election) on the checkout page
of the Store, providing
each End User with an opportunity to elect to receive solicitations from
Company.  DR will provide a copy of all customer information, except
DR will not provide any End
Users’ credit card-specific information to Company (such as credit card
number or expiration date, but not, for the avoidance of doubt, name or address)
(all such information provided, “End User
Data”).  Company represents, warrants and covenants that it
shall not use any End User
Data to solicit any End
User who has not opted in to receive, or opted out of receiving (as
appropriate), such solicitations from Company.  DR will not provide
any of End User Data to any person, or use
the End User Data for any purpose (other
than for DR’s legitimate internal business purposes in connection with this
Agreement at any time during the term or after the termination of this
Agreement, specifically including ongoing fraud control for all DR clients
generally, customer service, and optimizing marketing best practices for DR
clients by using information in an aggregate, anonymous form only, but
specifically excluding marketing to such End Users using the End User Data provided
through the Store)
without Company’s advance consent, except if Company’s Products are distributed by
Channel Partners
pursuant to another Agreement between the Parties, Channel Partners may have
rights of use of End
User Data
relating to Transactions through such
Channel
Partners.

          

           

        

      

    

    
      

    

    
      	
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    [***]
Omitted pursuant to a confidential treatment request.  The
confidential portion has been filed separately with the SEC.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              

            	
              Reseller
  Agreement

            


    

     

    
      	
              ·

            	
              DR
      will provide Company with the Digital River Command Console and associated
      remote control tools; email marketing campaigns to Company’s user base as
      mutually agreed upon by the Parties in writing; and online reporting via
      the DR administrative interface.  DR will screen all Transactions processed
      through the Store using its fraud screening
  system.

            


    

     

    
      	
              ·

            	
              DR
      will assign an Account Development Manager (“ADM”) to serve as
      Company’s primary point of contact for the Store, accounting, marketing,
      and other administrative issues related to this Agreement.  DR
      will provide account management services by ADMs to assist Company
      in the normal maintenance of the Store at a rate of One
      Hundred and Eighty-Five Dollars ($185.00) per hour.  Any and all
      expenses incurred by DR in connection with the provision of the
      maintenance services specified in this Agreement will be deducted from the
      Sales Price of
      Products to
      reflect an additional portion of the DR
      Discount.  The performance of the maintenance services
      will be scheduled in such manner and at such times as may be mutually
      agreed upon by DR and the Company.

            


    

     

    
      	
              ·

            	
              DR's
      policy is to provide End Users with a thirty (30) day right to return
      Products for a
      refund of the purchase price paid by the End User.  DR
      shall process returns and refunds initiated by Company’s support
      team.  This policy with respect to Company’s Stores is subject to
      modification from time to time by the mutual agreement of DR and
      Company.  DR will cooperate and assist Company and End Users with respect
      to Product
      returns.  DR and Company shall discuss in good faith additional
      steps which may be taken to reduce
returns.

            


    

     

    
      	
              ·

            	
              All
      requested and mutually agreed upon web site programming, design, and
      changes made after the initial Store setup, excluding
      changes to make normal price changes, product additions, and version
      updates, account maintenance services, and any services not specifically
      set forth in this Agreement or any other Agreement between the Parties,
      will be agreed upon in writing via DR’s Change Order Form available from
      DR upon request, and will be charged to Company on a time and materials
      basis at DR’s then-current rate.

            


    

     

    
      	
              ·

            	
              In
      the event of a conflict between any Product-specific
      information in this Agreement and information subsequently provided by
      Company via the DR administrative interface, the information provided via
      the DR administrative interface will
control.

            


    

    


    
      	
              ·

            	
              Through
      August 18, 2006 (the “Exclusivity Period”), DR
      will be the exclusive provider of online commerce services through which
      Company sells its products directly to end-users.  For the
      avoidance of doubt, this exclusivity does not apply to other sales
      channels (for example, OEM and other non-direct-to-consumer sales such as
      VLP) or to brick & mortar sales or sales of non-Company
      products.  Furthermore, during the Exclusivity Period,
      Company will make good faith efforts to involve DR in additional business
      opportunities that may arise.

            


    

     

    
      	
              ·

            	
              For
      a period a three (3) months from the date of termination of this Agreement
      (the “Winding-Down
      Period”), DR and Company shall continue to perform their respective
      obligations under this Agreement in order for Company to effectuate a
      transition from DR to an alternative commerce service
      provider.  DR shall provide reasonable assistance to Company in
      transitioning its business from DR to an alternative provider during the
      Winding-Down
      Period.   Company may end the Winding-Down Period at
      any time upon notice to DR.  DR is under no obligation to extend
      the Winding-Down
      Period.

            


    

     

    
      	
               ·

            	
              DR
      shall provide to Company a SAS-70 Type II report produced on an annual
      basis, to be delivered to Company in each year promptly following DR’s
      receipt of the final report for that year, covering the internal controls
      related to measurement/valuation, completeness, timeliness, and
      occurrence/existence of sales through DR’s systems, as well as the
      safeguarding of Company’s software/intellectual
  property.

            


    

     

    
      	
              ·

            	
              DR
      shall provide the Store in connection with the terms set forth in the
      Service Level Agreement attached hereto as Appendix
  3.

            


    

    


    Company’s Rights and
Obligations

     

    
      	
              ·

            	
              Company
      grants DR a right and license to: (i) package, reproduce and distribute
      within the Territory, the Products to the End Users as specified
      in this Agreement; and (ii) use the Company’s Trademarks solely in
      connection with the reproduction, packaging, promotion, and distribution
      of the Products,
      in a manner reasonably specified by Company and as otherwise permitted by
      written agreement between DR and Company (which, in the case of Company,
      must be executed by an officer of
Company).

            


    

     

    
      	
              ·

            	
              Company
      will deliver the current versions of the Products to DR
      immediately following execution of this Agreement.  Accordingly,
      Company will provide DR with (i) for Products delivered
      electronically, copies of the Software on a gold
      master and the EULA for each such
      Product in
      computer readable form; (ii) for Products delivered
      physically, an inventory of Product prepackaged and
      ready for shipment, appropriately labeled for use in the Territory and with all
      certifications, approvals and authorizations needed for use in the Territory, to be held
      by DR to fulfill orders for such Product; (iii)
      additional inventory as needed by DR from time to time; (iv) Product specification
      information in a single file, self extracting archive format, or in
      another mutually agreeable computer readable form that can be accurately
      reproduced by DR; (v) Documentation in a
      computer readable form mutually agreeable to the Parties that can be
      accurately reproduced by DR; and (vi) any other information, items and
      materials reasonably required by DR to enable it to distribute the Products.  Company
      will be responsible for the expense associated with, and will bear the
      risk of loss for, all shipments of tangible Products to
      DR.

            


    

    

      

    

    
      	
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              Reseller
  Agreement

            


    

     

    
      	
              ·

            	
              Company
      will provide to DR copies of all new releases, updates, or revisions to
      Software and
      Documentation
      within a commercially reasonable period of time prior to general release
      and on or before the date the improved versions are offered to any other
      distributor or reseller.  All shipments of tangible Products to DR will be
      clearly labeled with DR’s purchase order number on the outside of the
      box.  DR will have no liability of any kind whatsoever as a
      result of any delay in the delivery of Products by Company, or
      the delivery of non-conforming tangible Product.

            


    

     

    
      	
              ·

            	
              If
      Company wishes to have DR distribute a new product, Company shall provide
      an operational sample for evaluation.  If Company wishes to have
      DR distribute an existing product not currently
      listed as a Product
      in this Agreement, Company will provide DR with the requested
      information via the “Digital River Online Company Services Page” at http://www.digitalriver.com
      (or equivalent), at which time such products will be deemed to be added to
      this Agreement and will be construed as a Product.  Notwithstanding
      the foregoing, DR may elect not to distribute any Product which DR
      reasonably believes represents a business or legal risk to DR, or is not
      consistent with DR’s criteria for products distributed by DR.

            


    

     

    
      	
              ·

            	
              Company
      will establish and maintain a privacy policy for the Site which advises
      End Users that
      their personal information (including credit card information) may be
      provided to Company’s subcontractors and agents in connection with the
      processing and fulfillment of orders through the Site, and will ensure
      that it complies with any data privacy or other applicable laws or
      regulations regarding the transfer of information relating to End Users to DR (and to
      Channel Partners
      if so allowed by Company in an separate
  Agreement).

            


    

     

    
      	
              ·

            	
              Company
      will be solely responsible for providing all support relating to the
      purchase and download of Products by End
      Users.  DR shall forward any support requests it may
      receive by email to Company at an email address to be provided by Company,
      and shall provide any End Users contacting DR
      customer support via telephone with Company’s customer telephone support
      contact information to be provided by Company.  DR shall charge
      Company for any calls and emails so handled by DR at the rates set forth
      above, except as set forth below.

            


    

     

    DR shall
not charge Company any fees for customer support for a certain period following
the execution of this Agreement, such period to end at such time as all Original Stores have been
fully transitioned and are made generally available for use to End Users exclusively via
DR’s Pacific platform (such period, the “Transition
Period”).

     

    
      	
              ·

            	
              Company
      will be solely responsible for (a) the terms and conditions of any and all
      EULAs, their
      compliance with applicable laws and regulations within the Territory, (b)
      Company’s performance of its obligations under any and all EULAs, and (c) the
      provision of support and responsibility for warranty obligations relating
      to Products in
      accordance with Company’s support policy but in no event inconsistent with
      the terms and conditions of the applicable EULA.

            


    

    


    
      
        	
                AGREED
      TO AND ACCEPTED BY:

              	 
      	 
      
	
                SONIC
      SOLUTIONS

              	 
      	
                DIGITAL
      RIVER, INC.

              
	 
      	 
      	 
      
	
                /s/ Paul Norris

              	 
      	
                /s/ Kevin Crudden

              
	
                Signature

              	 
      	
                Signature

              
	 
      	 
      	 
      
	
                Paul Norris, Senior Vice President and General
      Counsel

              	 
      	
                Kevin Crudden, Vice President and General
      Counsel

              
	
                Printed
      Name & Title

              	 
      	
                Printed
      Name & Title

              
	 
      	 
      	 
      
	
                February 21, 2006

              	 
      	
                February 28, 2006

              
	
                Date

              	 
      	
                Date

              


      

    

    

      

    

    
      	
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              Reseller
  Agreement

            


    

     

    Appendix 1 to Reseller
Agreement

    Definitions

    


    The
definitions in this Agreement and the General Terms & Conditions will be
applicable to this Agreement and any Exhibits to this Agreement entered into by
the Parties.  As a general rule, terms are defined in bold in the Agreement and
General Terms & Conditions and appear within the text of the General Terms
& Conditions, the Agreement and any Exhibits in Initial Caps
Italics.

    


    Base Price:  For
each Product, the
amount equal to the Suggested
Retail Price for that Product less the applicable
Margin
Percentage.

     

    Cart:  Those
portions of the Store
forming the purchase process for Products, including without
limitation the “shopping cart” identifying the products to be purchased, the
Transaction, and the
confirmation of the Transaction. The Cart shall not include those
portions of the Store
providing information and pricing on Products which are not part
of the purchase process.

     

    Channel
Partner:  Any person, organization or entity engaged by DR to
facilitate or make sales of the Products, where Company has
agreed to allow for distribution of its Products through Channel Partners pursuant to
a separate Agreement.

     

    DR Discount:  The
total amount payable to DR associated with Product sales, and marketing,
customer support and other services provided to Company in relation to the Product sales, under DR’s
general obligations as set out in this Agreement, including without limitation
Account Management
Costs, Costs of
Services, Optional
Services, and the
Margin Percentage.

     

    Margin
Percentage:  The percentage of the Sales Price which is earned
by DR on Host Sales, as
determined on a monthly basis as set forth in Appendix 2.

     

    Host Sales:  Sales
of the Products
originating from the Site.

     

    Net Purchase
Price:  The purchase price of the Products as between Company
and DR being the Sales
Price less the DR
Discount and other associated costs or amounts earned by DR.

     

    Sales Price:  The
gross dollar amount received by DR for a Host Sale, less any amounts
received for shipping and handling, sales or use taxes, valued added or other
Transaction-based
taxes, import or export duties or fees, all of which will be retained by
DR.

     

    Site:  Company’s
world wide web site, as identified on the first page of this
Agreement.

     

    Store:  The DR owned
and constructed World Wide Web site from which Company’s Products may be purchased by
End Users from DR as
the merchant of record.  The proposed URL for the Store is shown on
the first page of this Agreement.

     

    Store Live
Date:  The date on which Company’s Products are first made
available for sale to End
Users in the Store to be made available to
the public over the Internet under this Agreement.

     

    Suggested Retail
Price:  The amount Company publishes as the stated price for
End User purchases of
Products.  If
Company specifies one or more promotional price(s) for a Product in connection with a
sales promotion of that Product, for the duration of
such sales promotion the Suggested Retail Price shall
be the promotional price(s).

     

    Territory:  All
countries in the world except (i) countries to which export or re-export of any
Product, or the direct
products of any Product, is prohibited by
applicable law without first obtaining the permission of the applicable export
authorities or their successor, and (ii) countries that may be hereafter
explicitly excluded pursuant to the terms of this Agreement.

    

      

    

    
      	
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              Reseller
  Agreement

            


    

     

    Appendix
2 to Reseller Agreement

    Processing
and Payments

    


    For each
copy of a Product sold
and delivered to an End
User, DR will be responsible for the processing of payments made by End Users. Amounts collected
by DR will be deposited in an account established, owned, and maintained by DR.
DR will be solely responsible for the payment of any and all credit or other
payment card interchange, discount, processing, transaction and similar
fees.

     

    With
respect to Transactions, in states
within the United States where DR has nexus for sales or use tax purposes, DR
will be solely responsible for the preparation and filing of any and all sales
or use tax return, and the payment of any and all sales or use taxes, together
with any and all related interest and penalties.  In any non-US
jurisdiction where DR is subject to value added tax, goods and services tax or
any similar taxes, DR will be solely responsible for the preparation and filing
of any and all tax returns related to such tax collected, and the payment of any
and all such VAT, GST or similar taxes, together with any and all related
interest and penalties.  DR will not be liable for any sales, use,
VAT, GST or similar taxes in any state within the United States (or applicable
foreign jurisdiction) where DR does not have nexus, a fixed establishment, or is
otherwise not subject to tax.

     

    Except as
set forth above, Company shall be responsible for any taxes imposed on DR’s
performance of its obligations hereunder (excluding taxes based on the gross or
net income of DR), and for any taxes imposed on the sale or licensing of Products from Company to DR
(or Company’s income derived therefrom). In no event shall DR be responsible for
any tax based on Company’s net income or similar basis, or the preparation of
any tax return related thereto.  In the event DR is required to make
payment of any such taxes on Company’s behalf, DR will deduct the amount of such
taxes from any amounts due Company, or invoice Company for such taxes paid, at
its option.

     

    Within
five (5) business days after the end of each calendar month, by electronic
and/or facsimile transmission, DR will notify Company about Transactions for which
payment by DR is processed during the previous calendar month (the “Processing Report”). With
respect to Host Sales,
the Processing
Report will
contain the names and delivery addresses of the End Users, and the names,
Product numbers, and quantity of
the Products sold by DR to particular
End Users. Within
thirty (30) days after the end of each calendar month, DR will pay to Company
the Net Purchase Price
for Products which DR sold during
such immediately preceding calendar month net of Products returned during such
immediately preceding calendar month.  DR shall be entitled to include
as additional portion of the DR Discount, any out-of pocket fees
or costs incurred by DR necessary in order to permit or allow the delivery of
Company’s Products
(e.g., import fees).  DR will also be permitted to deduct any and all
other fees, charges, or expense amounts due (or reimbursable to) DR as described
in this Agreement from the amount due to Company.

     

    Under no
circumstances will DR be obligated to pay any amount to
Company in connection with (a) any chargebacks or (b) any activities that are
deemed to be fraudulent or criminal, provided however, DR agrees to pay to
Company the Net Purchase Price for fraudulent transactions in each calendar
month in excess of a [***] percent ([***]%) fraud rate, calculated as fraudulent
and other charge backs processed in that calendar month divided by the aggregate
Sales Price of Host Sales for that calendar
month. DR will use commercially reasonable efforts to screen for, detect,
prevent, and take such other actions as it deems reasonably necessary to prevent
any fraudulent activity. The existence of fraud, or the possibility of the
existence of fraud, will be determined in the sole discretion of DR, and DR may,
in its sole discretion, make such inquiries and investigations as it deems
appropriate under the circumstances. Pending such inquiries and investigations,
DR will have no obligation to make payment to Company of any amount associated
with such inquiries and investigations.

     

    Any
amounts invoiced to Company by DR which are not subject to a bona fide dispute
shall be due and payable by Company thirty (30) calendar days from the date of
invoice, in a manner reasonably acceptable to DR. Undisputed late payments will
bear interest at the rate of one and one half percent (1.5%) per month, or the
maximum amount permitted by law, whichever is less.  Company shall be
liable for all collection expenses incurred by DR, including reasonable
attorneys’ fees.  Company’s dispute as to a portion of any invoice or
amount owed shall not give Company the right to withhold or delay payment of the
whole invoice or amount owed.  Under no circumstances will the
provisions of this Agreement be deemed to require DR to distribute any Products that could, in the
reasonable discretion of DR, result in no, or an unacceptably small level of,
profitability for DR.

     

    
      

    

    
      	
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    [***]
Omitted pursuant to a confidential treatment request.  The
confidential portion has been filed separately with the
SEC.



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              

            	
              Reseller
  Agreement

            


    

     

    Appendix
3 to Reseller Agreement

    Service
Level Agreement

    


    DR shall
provide the Store with
at least [***] percent ([***]%) up time measured over each fiscal quarter
(“Uptime”).

    


    For
purposes of calculating Uptime, “Downtime” shall be defined as
a lapse in availability that commences as of the time the service interruption
first occurs and ends when the service is fully restored or a workaround
identified and implemented.  Downtime shall not include
any period of unavailability due to either (1) scheduled maintenance and/or
upgrades (provided that any scheduled maintenance or upgrade event that may
result in a loss of Uptime must meet the following requirements in order to be
excluded from Downtime:  (a) DR must first have taken all
commercially reasonable efforts to avoid the interruption to Uptime (e.g., by
utilizing redundancy to maintain Uptime), and (b) DR must have provided
Company with as much advance notice of the time and date of the event as was
commercially feasible under the circumstances, or (2) any other event beyond the
control of DR which includes without limitation any external interruption of
major telecommunications (other than as a result of a failure to pay required
fees or other amounts by DR); the failure or substantial failure of the
Internet; or force majeure (including without limitation acts of God, terrorism,
natural disaster, war, riots, and labor strife). DR shall support the current
release of Internet Explorer (IE) for access to DR’s commerce
system.

     

    DR agrees
to take reasonable industry standard precautions to mitigate the risk of Downtime, including but not
limited to using anti-virus and anti-trojan software; installing available
hardware and software patches; maintaining a firewall; backing up files
including off site backups, data and software regularly; implementing security
systems including intrusion protection systems and fire protection
systems; and maintaining redundant internet providers.  DR will
maintain at minimum two (2) DS3 lines from separate vendors to handle traffic
from DR’s facility to the Internet.

    


    Uptime for a fiscal quarter
is calculated in accordance with the following formula:

    


    Uptime = (Total minutes per fiscal
quarter – Total minutes Downtime per fiscal
quarter)

    (Total minutes per fiscal
quarter)

    


    In the
event that DR’s Uptime
fails to meet the required percentage in any given quarter, DR will credit
Company the lost sales by calculating the average hourly sales rate during such
quarter and multiply this times the number of hours that are represented by the
Uptime shortfall. DR
will credit this amount to the Company’s account.

    


    Exclusive
Remedy for Failure to Perform

    Should DR
fail to meet its Uptime
commitment set forth herein in any two (2) fiscal quarters, Company’s sole and
exclusive remedy in addition to the credit set forth above shall be to terminate
this Agreement upon thirty (30) calendar days prior written notice to
DR.   In the event Company fails to provide DR with notice of
such termination within forty-five (45) calendar days of the end of the fiscal
quarter giving rise to such termination right, Company shall be deemed to have
waived its right to terminate this Agreement for such failure (but shall have
the right to so terminate if the terms of this paragraph are met in any
subsequent fiscal quarter).

    

      

    

    
      	
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    [***]
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confidential portion has been filed separately with the SEC.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    Amendment
No. 2 To

    Digital
River Reseller Agreement

    


    THIS
AMENDMENT NO. 2 (the “Amendment”) is made this 1st  day
of January, 2007 (the “Amendment Effective Date”), to that certain Digital River
Reseller Agreement dated August 18, 2005 (the “Agreement”), by and between Sonic
Solutions (“Company”) and Digital River, Inc. (“DR”).  Unless
specified otherwise within this Amendment, all capitalized terms used in this
Amendment shall have the same meaning as they do in the Agreement.

    


    Background

    


    WHEREAS, pursuant to the terms
of the Agreement, DR operates certain Stores as a reseller of
Company’s Products (some
of which are electronically delivered to End Users and downloaded by
such End Users for their
use) and as merchant of record for Transactions; and

    


    WHEREAS, the parties wish to
revise and add to the terms of the Agreement.

    


    NOW,
THEREFORE, in consideration of the mutual promises, representations and
covenants set forth herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

    


    
      	
              1.

            	
              Backup CD
      Exhibit.  Company may (at its sole discretion) suspend
      DR’s ability to offer DR’s Backup CD solution on a particular Store or Stores, upon fifteen
      (15) business days written notice to DR.  Following its receipt
      of such notice, DR shall remove the offering of its Backup CD solution on
      the affected Store(s) as soon as
      commercially feasible.  For those Stores for which
      Company has suspended DR’s ability to offer DR’s Backup CD solution, Sonic
      may provide backup CDs either directly or through a subcontractor of
      Company, and may offer such backup CDs through such Store(s).  Each
      such Sonic-provided or Sonic subcontractor-provided backup CD offered for
      a particular Company Product shall be
      considered a separate Product for the
      purposes of the Agreement.

            


    

     

    In the
event Sonic elects (in its sole discretion) to rescind its suspension for a
particular Store, Sonic
may provide DR with fifteen (15) business days notice of such election, in which
event (a) DR shall re-enable the offering of its Backup CD solution on the
affected Store(s) as
soon as commercially feasible following its receipt of such notice on the same
terms and conditions as such Backup CD solution is currently provided (all time
spent by DR personnel re-enabling the Backup CD solution shall be billed to
Company as maintenance services in accordance with the terms of the Agreement);
and (b) on or prior to the date DR recommences offering the Backup CD Solution
on the affected Store(s), Sonic shall cease
offering an alternative backup CD solution through the affected Store(s).

    


    
      	
              2.

            	
              SAS-70.  The
      second-to-last bullet under “DR’s Rights and Obligations (“•  DR
      shall provide to Company a SAS-70 Type II report....”) is hereby deleted in
      its entirety and shall be of no further force and
  effect.

            


    

    


    
      	
              3.

            	
              Development Partner
      Credit.  For the term of the Agreement, Company shall
      serve as a DR Development Partner, which shall include the following
      additional responsibilities: (a) the Parties shall meet regularly (but in
      no event less than once per calendar quarter) to discuss mutual objectives
      and initiatives, including without limitation review of test results,
      Cart design, and
      checkout process; and (b) Company shall allow DR to perform
      champion/challenger testing of various Store and Cart designs suggested
      by DR if both parties mutually agree via email that the test is warranted,
      approvals shall not be unreasonably withheld, delayed or conditioned (DR
      shall provide up to [***] ([***]) hours of engineering development time
      per [***] at no additional cost to Company for new cart designs, layout,
      and customer integration directly related to champion/challenger testing
      performed pursuant to this clause (ii)).  As consideration for
      being a DR Development Partner, at the end of each calendar quarter DR
      shall provide a credit to Company of One Hundred Thousand Dollars
      ($100,000) (the “Development Partner
      Credit”), which shall be applied against amounts owed to DR for the
      last month of that calendar quarter. For the avoidance of doubt, Company
      is not entitled to direct payment or reimbursement for the Development Partner
      Credit.

            


    

     

    
      
        	 
      	
                1

              	
                CONFIDENTIAL

              


      

    

     

    [***]
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confidential portion has been filed separately with the SEC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    In the
event Company fails to perform any of its obligations under this Section 3
during a calendar quarter and fails to cure such nonperformance within
twenty-one (21) calendar days of receipt of written notice from DR of such
failure, the Development
Partner Credit for such calendar quarter shall be waived.

    


    
      	
              4.

            	
              Construction.
      Notwithstanding that this Amendment has been prepared by DR, Company and
      DR confirm that this Amendment constitutes the understanding of the
      parties and is intended to be construed in a manner that is consistent
      with the subject matter and activities contemplated by the Agreement, and
      the terms and conditions of the Agreement.  No rule of strict
      construction with respect to this Amendment shall be applied against
      either DR or Company.

            


    

    


    
      	
              5.

            	
              Counterparts. This Amendment and
      any subsequent amendment to the Agreement may be executed in several
      counterparts and by each party on a separate counterpart, each of which,
      when so executed and delivered shall be an original, but all of which
      together shall constitute but one and the same instrument.  A
      fax signature or signature delivered as an imaged attachment to an e-mail
      message shall be deemed equivalent to an original ink
      signature.  This Amendment (and any subsequent amendment) shall
      not become binding on any party until all parties to the Agreement have
      transmitted to the other party(ies) a counterpart executed by the
      transmitting party.

            


    

    


    Other
than the changes set forth in the preceding paragraphs, all other terms and
conditions of the Agreement shall remain unchanged and in full force and
effect.

    


    IN
WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment
Effective Date set forth above.

    


    
      
        
          	
                  COMPANY:

                	 
      	
                  DR:

                
	 	 	 
	
                  SONIC
      SOLUTIONS

                	 
      	
                  DIGITAL
      RIVER, INC.

                
	 
      	 
      	 
      
	
                  /s/ A. Clay Leighton

                	 
      	
                  /s/ Tom Donnelly

                
	
                  Signature

                	 
      	
                  Signature

                
	 
      	 
      	 
      
	
                  A. Clay Leighton, Executive Vice President and
      Chief Financial Officer

                	 
      	
                  Tom Donnelly, Chief Financial
      Officer

                
	
                  Printed
      Name & Title

                	 
      	
                  Printed
      Name & Title

                
	 
      	 
      	 
      
	
                  March 1, 2007

                	 
      	
                  March 13, 2007

                
	
                  Date

                	
                    

                	
                  Date

                


        

      

    

    


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