##### 



Exhibit 10.18
 SECOND AMENDED AND RESTATED
SYMANTEC ONLINE STORE AGREEMENT
 
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 1




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Agreement Effective Date Symantec th Digital River Parties Party Exhibit A
  Symantec Products End Users EULA
 Reseller System
 Storefront
  A. APPOINTMENT AS AUTHORIZED ELECTRONIC RESELLER.
 Outsourcer Appointment to the Storefront Territory Sub-sites Customers
  
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 2




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Digital River, Ltd
 Limitations Exhibit R Symantec provided, however, Section B(13)
 Nature of Appointment Section A(1)
 Symantecs Reserved Rights
 Changes in Number of Electronic Resellers
 Symantec Accounts
 Symantec Products; Changes in Products ERP Product
Bundle
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 3




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Reseller System
 Purchase First Try/Buy SOW
 BOB Keys
 Section I(1)
 ESD Section A(1)
 B. OBLIGATIONS OF DIGITAL RIVER .
  1.
    Staffing and Storefront Requirements.
 General Staffing Exhibit S
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 4




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Dedicated Team Dedicated Team Hours
 Account Management Team
 *] of [*] Account Management Time per Month
 In Excess of [*] of Account Management Time per Month
 Storefront Requirements 24 X 7 X 365 Up Time Exhibit F
 Initial Storefront Design; Look and Feel; Style Guidelines Section I(1)
 Content Changes and Updates
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 5




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##### 



Content
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 6




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Exhibit C
 provided, however,
 Customer Information
  provided, however,
  
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 7




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Sub-sites
 Featured Partner Spots
 Banners
 Purchase Options www.symantec.com
 Toll Free or Toll Share Telephone Numbers
 Fax SKU
 Internet Orders
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 8




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Site Traffic Reporting Traffic
 Currency and Payment Options Exhibit D Exhibit E
 Try/Buy Products Wrapper Technology
 Digital Rights Management Exhibit Y DRM Technology
 Symantec Digital Purchase First Products
 Try/Buy Symantec Products. DRCC
 Service Levels Exhibit F
 E-Commerce and Hosting Arrangements.
 Main Scope of E-Commerce and Hosting Arrangements Front End Agreement(s) Partners Online Stores Download
Site Link [*], Link and Revenue Share Generic Store Co-Branded Store Link [*] Link and Revenue Share
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 9




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Download Sites Site(s) Section B7 Exhibit S
 Hosting of Download Sites.
 Royalty Payment and Report from Digital River to Partners
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 10




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Exhibit M
 Hosting of Online Stores
 Co-Branded Stores Co-Branded Store
 Generic Stores Generic Store
 URLs for Sites. URL Allowed URLs Authentication Page
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 11




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Trademarks, Trade Names and Copyrights
 Quality, Functionality and Look and Feel Specifications
 Initial Look and Feel Launch Date
 Security and Compliance with Specifications
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 12




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Examples of Inadequate Security
 Adjustment Period and Deviations from Specifications Adjustment Period Deviation.
 Corrections and Related Timing Correction Period Downtime Exhibit F
 Down Time.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 13




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Testing. Exhibit N
 Product Updates and New Release Postings.
 Account Managers and Responsibilities.
 Fulfillment and Other Fees. Section B(2)
 Ownership of Site URLs, Domain Names and Sites.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 14




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No Other Changes and Application of Provisions to the Sites.
 Customer Support Services Exhibit S
 Shipping provided, however,
 Compliance with Laws Exhibit G
 Digital Rivers Financial Condition
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 15




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Marketing by Digital River
 Exhibit L.
 Distribution of Packaged Symantec Products.
 Digital Rivers Obligations
 Packaged Products
 Commencement Date; Terms .
 Delivery Method
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 16




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Section B(13)(b)(iii)
 Customer Shipping Costs Exhibit O
 Customer Payment Options Exhibit E
 Security Exhibit H
 Symantec Marketing Opportunities and Promotions.
 Download Warranty Service aka Electronic Download Service (EDS)
 Download Warranty Service
 Discontinuation of Service. Section K(5) Exhibit H Section K(5)
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 17




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Details to Customer
 Payment to Symantec Section G(3)
   Section 3 of Exhibit S
 Process by which EDS is Bundled.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 18




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Symantec Tools Symantec Security Information Symantec
Security Connection Statement of Work Symantec
Security Check Symantec Security Alerts Section B(7)(a)
 Retention Business Under the Symantec Renewal Center and Related Services
 Process Symantec Renewal Center
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 19




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
    
    Symantec provided style, legal, and user experience guidelines, as well as the Security Requirements.
    
    Digital River will provide localization, coding, QA, and publishing (including international QA).
    
    Digital River will provide mock web pages to Symantec for approval prior to posting.
    
    Digital River and Symantec will jointly propose optimization tests and usability plans,
and upon Symantecs approval, Digital River will execute them.
  Incentive Rebate Program
 Indemnification
 Symantecs responsibilities
 
    
    Online retention strategy and consumer/SMB product roadmap.
    
    Online Sales program and promotional strategy and plans.
    
    Customer contact strategy and plan.
 Review and Revision of Certain Email Addresses for Symantec, and Emailing to such
Addresses
 Scrubbing Email Addresses
 i.
    
    Digital River will delete duplicate names, the classification of which will
depend upon the particular e-mail campaign. The classification of a name as a
duplicate name could be based upon SKUs and/or names, but will always be based upon
e-mail address.ii.
    
    Digital River will delete phony names.
 Once Email Addresses are Scrubbed
 i.
    
    Digital River must suppress, or, not send mail to, the Symantec Master Opt-out
list (which is delivered to DR daily) and the Symantec Store Opt-out list (as updated by
DR for Symantec).ii.
    
    In addition, Digital River must suppress any names who have received e-mails from
Symantec or Digital River within the last two weeks (by mailing list), or any names of
customers who own the products to which Symantec is up-selling (at the VID level).
 Once the Email Addresses are all Confirmed Opt-Ins
 i.
    
    Segment by region;ii.
    
    Segment by subscription product; andiii.
    
    Segment by expiration date
 Digital River Sending E-mails on Symantecs Behalf
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 20




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Indemnification
 Symantec Rights Upon a Trigger Event Trigger Event Percentage
 a.
    
    Change of Control. Change of Control means any Symantec Competitor has
acquired beneficial ownership interest of [*] percent ([*]%) or more of Digital River.b.
    
    Symantec Competitor. Symantec Competitor means: [*].c.
    
    Trigger Event. A Trigger Event means if Digital River is merged into,
consolidated with, sells all or substantially all of its assets to, or implements or
suffers a Change of Control from, a Symantec Competitor. For purposes of Section 20(e),
Trigger Event Date shall mean the date an agreement is executed between Digital
River and a Symantec Competitor, and notice of such Trigger Event Date must be provided by
Digital River to Symantec within 24 hours.d.
    
    [*] The Parties acknowledge that the purpose of this Section is to permit seamless
operation of the Storefront, and that therefore the foregoing list is not intended to be
exhaustive, but will be deemed to contain anything reasonably required [*] in order to
achieve the purpose of this provision. [*].
 Intellectual Property Protection
 C. PRIVACY; OWNERSHIP; CONFIDENTIALITY
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 21




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Symantec Privacy Policy; Use and Ownership of Customer Information
 Customer Information
 Billing Details and Auto-Renewal Consents.
 Collection and Transfer Processor Auto-Renewal Consents Billing Details
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 22




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Auto-Renewal Consent and Related Disclaimer Content
   Billing Details Restrictions
 Collecting Customer Information
 Disclosures to Customers; Customer Choice
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 23




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AntiSpam Policies and All Messaging to Customers
 Rights in Work Product.
 Ownership Digital River Information Digital River Core Technology
 Exceptions
 Modifications
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 24




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Assistance
 Confidentiality
 D. USE OF SYMANTEC AND DIGITAL RIVER NAMES
 Symantec Name
 Orders
 Telephone
 Documents
 Invoices; Confirmations
 Nonaffiliation
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 25




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Other
 Digital River Name
 Symantecs Trademarks, Trade Names and Copyrights
 Digital Rivers Trademarks, Trade Names and Copyrights
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 26




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Ownership of Storefront URLs and Domain Names
 E. REPORTING; RECORDS; INSPECTION; PURCHASE ORDERS.
 Notification
 Reporting
 DRCC
 Site Reporting
 EDI Sell-Through and Returns Reporting
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 27




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Penetration Report Penetration Report th
 Records and Audits
 Audit of Packaged Product Inventory
 Purchase Orders
 Purchase Order Procedures for all Symantec Products Exhibit K
 Additional Purchase Order Policies for Packaged Symantec Products
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 28




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Section A(4)(c)
 Acceptance of North America Purchase Orders by Digital River for Purchase on the
Storefront Enterprise Exhibit T Customer Purchase Order
 
    
    Customer decides to purchase a Symantec Product
    
    Shopping cart page displays Pay on Purchase Order
    
    Customer completes the Customer Purchaser Order and submits it to Digital River electronically
    
    Digital River communicates approval or denial of credit within no more than forty-eight (48) hours
    
    If approved, Customer will have the ability to download the Symantec Product(s), have
physical versions shipped, or license certificate generated once they complete the process.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 29




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Packaged Symantec Products
 Consignment of Packaged Symantec Products; Title
 Inventory
 Storage and Segregation of Symantec Products
 Shrinkage; Insurance
 Shipment
 Risk of Loss
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 30




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Partial Delivery
 Delivery Schedule; Delays
 Account Receivables in Trust
 Field Destruction Exhibit V Field
Destruction Process Destruction
Provider
 G. PRICING AND LICENSE FEES; PAYMENTS; PAYMENT TERMS; TAXES, TARIFFS.
 Digital River Pricing to End Users ERP
 Pricing When Symantec Does Direct Sale on Sites For Partners Under Section B(7)
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 31




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Payments by Symantec to Digital River
 Payments by Digital River to Symantec
 List Prices List Price(s)
 Partner Efficiency Model *]
 Acquisition Products.
 Suspension of MarketForce Amounts and Acquisition Product [*]
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 32




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Acquisition Product Thresholds
 a.
    
    Quarter Ending December 31, 2006, 2007, 2008, and 2009: Ten
million three hundred thousand dollars of Acquisition Products sold by Digital River
during this quarter.b.
    
    Quarter Ending March 31, 2007, 2008, 2009, and 2010: Ten million
three hundred thousand dollars of Acquisition Products sold by Digital River during
this quarter.c.
    
    Quarter Ending June 30, 2007, 2008, 2009, and 2010: Nine million
four hundred thousand dollars of Acquisition Products sold by Digital River during
this quarter.d.
    
    Quarter Ending September 30, 2007, 2008, 2009, and 2010: Nine
million four hundred thousand dollars of Acquisition Products sold by Digital River
during this quarter.
 Acquisition Product [*]
 Two-Year Acquisition Product Exception.
 Reporting
 Direct Renewals
 Emerging Market Stores and Payment Types Emerging Market Store
 First Quarter, FY07 Savings
 Finalized Reports th th
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 33




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Invoicing Section F(4)
 Sub-sites Selling in Foreign Currency Section E(2)(c)
 Digital River Payment Terms th Section J(2)
 Transfers Confidential Banking Information
 Failure to Pay Section J(2)(a)
 Taxes, Tariffs, Fees Tax
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 34




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Credit Risk
  Returned Products Exhibit W Section G(4)
 H. DISCLAIMER OF WARRANTY; LIMITED LIABILITY.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 35




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Disclaimer of Warranty
 Limited Liability
 No Warranty by Digital River
 I. INDEMNIFICATION.
 Indemnification of Symantec
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 36




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Limitation
 Exceptions
 Indemnification of Digital River
 Exceptions
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 37




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Limitation
 Settlement by an Indemnifying Party
 J. TERM AND TERMINATION.
 Term Term
 Termination For Cause
 Failure to Pay
 Failure to Perform
 Digital River Change of Control Section K(3)
 Termination At Will Affected Business
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 38




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Automatic Termination
 Effect of Termination Exhibit J provided, however ,
 No Damages For Termination
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 39




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Survival
 K. MISCELLANEOUS.
 Investment and Maintenance Costs
 Waiver
 Assignment
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 40




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Symantec Company or Product Acquisitions.
 Notices
 To Symantec
 
  To Digital River   th
 
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 41




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Relationship of the Parties
 Other Agreements
 No Solicitation
 Section Headings, Language Interpretation and Exhibits
 Entire Agreement
 Governing Law
 Attorneys Fees
 Severability
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 42




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Equitable Relief
 Press Release
 Execution of Agreement
 Effective Date Effective Date
 Counterparts
  SYMANTEC CORPORATION
    
    
    
    DIGITAL RIVER, INC.Signature:
    
    /s/ Vincent Steckler
    
    
    
    Signature:
    
    /s/ Thomas DonnellyPrinted Name: Vincent Steckler
    
    
    
    
    
    Printed Name: Thomas DonnellyTitle: SVP ww consumer sales
    
    
    
    
    
    Title: CFODate: 19 Oct 2006
    
    
    
    
    
    Date: 10/18/06SYMANTEC LIMITED
    
    
    
    DIGITAL RIVER IRELAND LIMITEDSignature:
    
    /s/ Ray Thornberry
    
    
    
    Signature:
    
    /s/ Patrick RickardPrinted Name: Ray Thornberry
    
    
    
    
    
    Printed Name: Patrick RickardTitle: Senior Director Revenue
    
    
    
    
    
    Title: Director of FinanceDate: 24 Oct 2006
    
    
    
    
    
    Date: October 18th 2006
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 43




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Exhibit A:
    
    DefinitionsExhibit A1:
    
    Modified PEMExhibit A2:
    
    Acquisition ProductsExhibit B:
    
    Digital Rivers Customer Support Metrics and Staffing RequirementsExhibit C:
    
    Symantec Storefront Content Updating ProceduresExhibit D:
    
    Symantecs Currency PoliciesExhibit E:
    
    Payment OptionsExhibit F:
    
    Digital Rivers Service LevelExhibit G:
    
    Export Control MeasuresExhibit H:
    
    Security RequirementsExhibit I:
    
    Site Reporting RequirementsExhibit J:
    
    Termination ProceduresExhibit K:
    
    Symantec Sell Through Reporting Procedures and PoliciesExhibit L:
    
    Digital River Marketing ActivitiesExhibit M:
    
    Storefront Site Initiation FormExhibit N:
    
    Site Testing Standards and CriteriaExhibit O:
    
    Shipping Charges and Sub-site Shipping LocationsExhibit P:
    
    Text for Try/Buy ProductExhibit Q:
    
    URL RequirementsExhibit R:
    
    Symantec Products and List PricesExhibit S:
    
    Customer ServiceExhibit T:
    
    Purchase Order FormatExhibit U:
    
    List of Sub-sitesExhibit V:
    
    Field Destruction CertificateExhibit W:
    
    Return PolicyExhibit X:
    
    Customer Support Transition ScheduleExhibit Y:
    
    DRMExhibit Z:
    
    Channel Partners and Electronic Distribution
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 44




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EXHIBIT A
Definitions
  24 X 7
 24 X 7 X 365
 Account Manager
  Affiliate
 API
 Auto-Renewals
 Billing Details
 BOB
 Co-branded Store
 Commerce Enable
 Confidential Information
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 45




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Consulting Rate
 Content
 Customer
 Customer Information
 Customer Service
 Customer Service Rate
 Customer Service Tools
 Customer Support Transition Schedule
 Dedicated Team
 Digital River Core Technology
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 46




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Digital River Information Confidential Information
 Download Warranty Service 
 Downtime Section 1 of Exhibit F
 DRCC Digital River Command Console
 EMEA
 End User
 Enterprise
 ERP
 ESD
 EULA(s) 
 Hits
 Issues
 Japan Store www.Symantecstore.com.jp
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 47




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Key(s) Section A(5)(b)
 List Price Section G(4)(a)
 Margin
 MarketForce Programs
  Modifications
 Net Sales
 Page View
 Partner Toolbox
 Privacy Policy www.symantec.com/legal/privacy.html
 Product Bundle
 Purchase First
 Reseller System
 Site Initiation Form SIF in the form attached
hereto as Exhibit M
 SKU
 Solutions Builder
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 48




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Statement of Work SOW
 Storefront http://www.symantecstore.com
 Sub-sites
 Symantecs Online Sales Business Symantecs OSB
 Symantec Products
 Symantec Product Selector
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 49




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Symantec Redirector
 Symantec Renewal Center
 Symantec Security Advisor
 Symantec Security Alerts
 Symantec Security Check
 Symantec Security Connection
 Symantec Security Information
 Symantec Technology
 Symantec Tool(s)  Solutions Builder Symantec
Security Advisor Symantec Product Selector Symantec Upgrade Assistant
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 50




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Symantec Upgrade Assistant
 Tax
 Territory
 Traffic Hits Page Views
 Transition Period Exhibit J
 Try/Buy
 Up Time Exhibit F
 Work Product
 Wrap
 Wrapper
 Wrapper Technology
 Wrap Up Code
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 51




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Exhibit A1: The PEM
 [*
    
    
    
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    *]
 
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 52




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Exhibit A-2
Acquisition Products
                
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 53




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*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 54




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*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 55




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*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 56




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*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 57




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o
       
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 58




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o
                   
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herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 59




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*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 60




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o
     
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 61




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*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 62




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o
                  
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herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 63




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*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 64




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o
 
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 65




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*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 66




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o
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 67




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*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as *. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 68




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EXHIBIT B
Digital Rivers Customer Support Metrics And Staffing Requirements
           Wrap Up Codes
    
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 69




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Customers Who Call Digital River For Technical Support
 Customers Who Call Digital River For Order Status Not Placed Through Digital River provided however
 
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 70




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EXHIBIT C
Symantec Storefront Content Updating Procedures
 :
 1.
    
    Posting products. Upon notification of a new Symantec Product on the Symantec
Product list, Digital River shall post new Symantec Products on the Storefront in accordance
with the process and schedule set forth in Section B(7)(m) of the Agreement.
 2.
    
    Changes to the Navigation Bar and Links. Digital River will make changes to the
navigation bar and links on the Storefront within five business days of receiving such request
from Symantec.
 3.
    
    Featured Partner Spots and Banners. Digital River shall make changes to featured
partner spots and banners in accordance with the procedures set forth in Sections B(2)(a) and
B(2)(b) of the Agreement.
 4.
    
    Marketing Campaigns. Symantec will manage all Symantec Product marketing campaigns
through Digital Rivers DRCC, including pulling populations, text, html, etc. Once a
marketing campaign has been designed through the remote management tool, it will be set in a
staging environment for approval from Symantecs regional managers and Digital River. After
approval is designated, Digital River shall post or email such campaign within 48 hours.
 5.
    
    Bug Fixes. Digital River shall fix bugs on the Storefront within the following time
frames: (a) Critical bugs will be addressed on the highest priority and must be fixed as
soon as possible after Digital River receives notice from Symantec or otherwise becomes aware
of such bug, whichever is first, (b) Serious bugs must be fixed within 24 hours after
Digital River receives notice from Symantec or otherwise becomes aware of such bug, whichever
is first and (c) Minor bugs must be fixed within a reasonable timeframe (given the nature of
the bug) after Digital River receives notice from Symantec or otherwise becomes aware of such
bug, whichever is first. For purposes of this Exhibit, (x) a Criticalbug is an issue that
disallows the normal operation of the Storefront, is an unacceptable Customer experience, or
causes latency on the Storefront as evidenced by an alert generated by Keynote, (y) a
Seriousbug is one that disallows the normal operation of the Storefront but a work-around
is available to keep the Storefront functioning properly and (z) a Minorbug is any problem
on the Storefront other than one falling within the Critical or Serious categories.
 
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 71




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EXHIBIT D
Symantecs Currency Policies
  1.
    
    Display and Processing of Base Price in Other Currencies:Sub-sites (other than Shop United
States) shall allow the user to change the currency in which the price is displayed. When a
price is displayed in other currencies, the displayed price is a pre-calculated static value
using the exchange rate applied to the base price. Display prices are static and established
when a product goes up for sale on any Sub-site. Updates of display prices for currency
fluctuations are done using the same process used for physical products. An order is
calculated and processed in the currency chosen by the Customer. Digital River shall bear all
currency fluctuation risks with respect to payments made by End Users in currencies other than
US Dollars. Digital River shall cooperate with Symantec in making modifications to the manner
in which currency and pricing information is displayed on the Storefront in the event Symantec
changes its policy with respect thereto.
 2.
    
    Default Currency:Each Sub-site will have a default currency for display and processing.
The default currency, as well as other currencies offered on a Sub-site, may be changed upon
mutual agreement between a Symantec and Digital River. The Parties acknowledge that they
intend to transition to making local currency the default currency offered on each Sub-site as
soon as reasonably possibly and upon mutually agreed upon terms set forth in an SOW or a
written amendment to this Agreement.
 3.
    
    Sub-site Currency:
The following are the default currencies in which Symantec Product prices will appear to
Customers on each Sub-Site (each, a Default Currency), and the alternative currency
options (Currency Options)that Customers may elect to use instead of the Default
Currency for purchases on such Sub-Site.
 a.
    
    Shop United StatesDefault Currency:
    
    US DollarCurrency Options:
    
    Noneb.
    
    Shop América LatinaDefault Currency:
    
    US DollarCurrency Options:
    
    Venezuelan Bolivar, Mexican Peso, US Dollar, Euroc.
    
    Shop BrazilDefault Currency:
    
    Brazilian RealCurrency Options:
    
    US Dollard.
    
    Shop DeutschlandDefault Currency:
    
    EuroCurrency Options:
    
    Frankene.
    
    Shop Italia
 
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 72




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Default Currency:
    
    EuroCurrency Options:
    
    Nonef.
    
    Shop Asia/PacificDefault Currency:
    
    Australian DollarCurrency Options:
    
    New Zealand Dollar, Singapore Dollar, Hong Kong Dollarg.
    
    Shop BeneluxDefault Currency:
    
    EuroCurrency Options:
    
    Noneh.
    
    Shop United KingdomDefault Currency:
    
    British PoundCurrency Options:
    
    Euroi.
    
    Shop Canada: EnglishDefault Currency:
    
    Canadian DollarCurrency Options:
    
    US Dollarj.
    
    Shop Canada: FrancaisDefault Currency:
    
    Canadian DollarCurrency Options:
    
    US Dollark.
    
    Shop FranceDefault Currency:
    
    EuroCurrency Options:
    
    Nonel.
    
    Shop NordicDefault Currency:
    
    EuroCurrency Options:
    
    Swedish Krone, Danish Krone, Norwegian Kronem.
    
    Middle East & AfricaDefault Currency:
    
    South African RandCurrency Options:
    
    US Dollar
  
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 73




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EXHIBIT E
Payment Options
  1.
    
    Credit Card. Digital River has in place a system for payments to be made by Visa,
MasterCard, Diners Club, and/or American Express (AMEX) credit cards in various locales
within the Territory as of the Effective Date. Unless otherwise agreed by the parties,
Digital River shall, at a minimum, continue to maintain the same payment options on a by
locale basis that it maintains as of the Effective Date.
 2.
    
    Direct Debit Cards. Digital River shall have a system for payments to be made by
direct debit from Customers bank accounts via Visa, MasterCard, Switch and SOLO debit cards
for packaged product purchases by Customers in EMEA. The Parties shall further address this
payment option in an SOW prior to the time Digital River begins offering packaged products to
Customers in EMEA.
 3.
    
    Other Payment Options. The Parties agree that in the future, subject to adding the
appropriate details by a mutually signed amendment, Digital River shall have a system for
online banking purchases as an option for payment by End Users, along with other new concepts
in payment options.4.
    
    PayPal and Western Union.
 a.
    
    Subject to the provisions of this Subsection, Digital River shall establish and
maintain a payment system to be provided by PayPal, Inc., or its affiliates
(PayPal). The terms and conditions of any agreement between Digital River and
PayPal shall be as may be agreed upon by Digital River in its sole discretion. Subject to
Section 4(e) below, any terms and conditions in the Agreement regarding Digital Rivers
provision of Credit Cards and/or Direct Debit Cards will also apply to Digital Rivers
provision of a PayPal payment system.b.
    
    Digital River shall use commercially reasonable efforts to establish and maintain a
payment system consisting of End User purchase orders which shall contain such terms and
conditions as are satisfactory to Digital River in its sole discretion and which are
processed in a manner that is satisfactory to Digital River in its sole discretion;
provided that neither such terms and conditions nor such process affect, in any fashion,
Digital Rivers obligation to pay Symantec the amounts due under the Agreement.c.
    
    Subject to the provisions of this Subsection, Digital River shall establish and
maintain a payment system to be provided by Western Union, or its affiliates (Western
Union). The terms and conditions of any agreement between Digital River and Western
Union shall be as may be agreed upon by Digital River in its sole discretion. Subject to
Section 4(e) below, any terms and conditions in the Agreement regarding Digital Rivers
provision of Credit Cards and/or Direct Debit Cards will also apply to Digital Rivers
provision of a Western Union payment system.d.
    
    The Parties agree that in the future, subject to adding the appropriate details by a
mutually signed amendment, Digital River shall have a system for online banking purchases
as an option for payment by End Users, along with other new concepts in payment options.e.
    
    If, through its provision of the PayPal or Western Union payment systems, Digital River
becomes aware of a commercially reasonable basis for terminating such payment systems 
such as, for example, offering
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
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such payment systems is no longer technically feasible, or
PayPal or Western Union increase the rates to Digital River for its use of such payment
systems  then Digital River will provide
Symantec with thirty (30) days written notice of its intention to terminate the affected
payment system. Such notice will include a description, in reasonable detail, of the
commercially reasonable basis for Digital Rivers proposed termination. If Symantec and
Digital River cannot mutually agree on how to address this commercially reasonable basis for
termination within thirty (30) days of Symantecs receipt of such notice, then Digital River
will be free to terminate the affected payment system.f.
    
    For the avoidance of doubt, nothing in subparagraph (e) shall prohibit Digital River
from terminating its PayPal contract or Western Union payment contract based upon a
material breach of the applicable underlying contract with Digital River by (as applicable)
PayPal or Western Union. Moreover, Digital River shall have no liability if, through no
breach by Digital River, either PayPal or Western Union cancels its contract with Digital
River or otherwise ceases to provide services to Digital River. In the event of such
occurrence, Digital River shall give prompt notice to Symantec of the facts and
circumstances related to the applicable service interruption.
 5.
    
    Bill Me Later Payment Option.
 a.
    
    Subject to the provisions of this Subsection, Digital River shall establish and
maintain a payment system to be provided by I4 Commerce, Inc., commonly referred to as
Bill Me Later, or its affiliates (BML). The terms and conditions of any agreement
between Digital River and BML shall be as agreed upon by Digital River in its sole
discretion. Subject to Section 5(b) below, any terms and conditions in the Agreement
regarding Digital Rivers provision of Credit Cards and/or Direct Debit Cards will also
apply to Digital Rivers provision of a BML payment system.b.
    
    If, through its provision of the BML payment system, Digital River becomes aware of a
commercially reasonable basis for terminating such payment system  such as, for example,
offering such payment systems is no longer technically feasible, or BML increase the rates
to Digital River for its use of such payment systems  then Digital River will provide
Symantec with thirty (30) days written notice of its intention to terminate the affected
payment system. Such notice will include a description, in reasonable detail, of the
commercially reasonable basis for Digital Rivers proposed termination. If Symantec and
Digital River cannot mutually agree on how to address this commercially reasonable basis
for termination within thirty (30) days of Symantecs receipt of such notice, then Digital
River will be free to terminate the affected payment system.c.
    
    For the avoidance of doubt, nothing in subparagraph (b) shall prohibit Digital River
from terminating its BML contract based upon a material breach of the applicable underlying
contract with Digital River by BML. Moreover, Digital River shall have no liability if,
through no breach by Digital River, BML cancels its contract with Digital River or
otherwise ceases to provide services to Digital River. In the event of such occurrence,
Digital River shall give prompt notice to Symantec of the facts and circumstances related
to the applicable service interruption.
 6.
    
    Deferred Payment Option.
 a.
    
    Digital River shall provide to certain End Users of Symantecs Storefront the ability
to purchase Symantec Products with deferred payment (the Deferred Payment Option).
Digital River will evaluate the creditworthiness of any such End Users and will be solely
responsible for making the decision to extend or deny such deferred payment, in Digital
Rivers sole discretion. Symantec acknowledges that Digital River requires that End Users
requesting deferred payment present a valid credit card in good standing at the time
 
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 75




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of the order. Symantec further acknowledges that Digital River may initiate a credit card
authorization at the time of the order to verify that the End Users credit card is valid
and in good standing at the time of the order.b.
    
    Digital River shall have the right to limit the number of days in the deferred period
that is offered to End Users.c.
    
    Either party shall have the right to discontinue the Deferred Payment Option at any
time; provided that the terminating party provides the other party with reasonable written
notice, which will not be less than ten (10) business days.d.
    
    Digital River alone shall bear the risk of collection on any accounts on which Digital
River elects to sell Symantec Products with deferred payments. Any and all costs incurred
by Digital River due to any late or unpaid credit accounts shall be the sole responsibility
of Digital River and shall not affect Digital Rivers upfront payments to Symantec. In
addition, the Deferred Payment Amount will be reconciled, and Digital River will report
with the same frequency and timing as under the Agreement, and will become a part of the
same accounting process.e.
    
    The territory for the Deferred Payment Option will be worldwide.
 
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    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 76




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EXHIBIT F
Digital Rivers Service Level
 1. Up Time .
 Minimum Up Time
 Calculation of Up Time Up Time
  Up Time =
    
    (Total minutes per calendar month  Total minutes Downtime per calendar month)(Total minutes per calendar month)
 Downtime  Keynote 
 Payments by Digital River for Failure to Maintain Minimum Up Time
 Analysis of Failure to Maintain Minimum Up Time; Remedy Plan
 Broken Links Broken Links
 
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A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 77




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2. Maintenance .
 Routine Maintenance
 Minor Maintenance
 Major Maintenance
 Unscheduled Downtime
 Catastrophic Failure
 3. Backup / Recovery Plan .
 Data
 i.
    
    Digital River shall maintain all data on two separate physical arrays and two separate
servers.ii.
    
    If any non-database data is lost then it shall be copied back from the backup
server and its disk arrays. The backup server shall be updated automatically with the
new non-database data from the primary server every morning. The primary server and
backup server shall have standby databases that are updated immediately when a new
archive log is produced.iii.
    
    A nightly backup to tape shall be performed by a robotic tape drive with four
DLT 7000s. Digital River uses a standard rotation that involves nightly incremental
and weekly full backups of all non-database data. All Oracle databases are hot backed
up nightly. The tape drive can restore data with all four drives in parallel.iv.
    
    Digital River shall maintain a fire proof room in its facility that holds
backup tapes. Backup tapes shall be rotated to an offsite tape storage facility every week.v.
    
    Non-database data that is no longer in use will be removed and stored for 6 months to a
year.
 
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    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *.
A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 78




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vi.
    
    Digital River shall test database restores daily.
 Recovery Plan
 Audit Trails
 4. Disaster Recovery Plan .
 Internet Service Providers ISPs )
 Fire
 Bandwidth
 Power
 Server Failure
 5. System Monitors .
 Traffic
 Performance
 6. Infrastructure Support .
 
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    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *.
A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 79




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Organization
 Escalation Plan
 Problem Reporting
 (1)
    
    Digital River shall maintain monitoring tools that report all problems
and contact Digital Rivers 24X7 support engineers simultaneously via email and
pagers. Digital Rivers onsite staff shall be notified when an error is discovered.
Such staff shall respond on a priority basis. Digital River shall maintain
continuous on-call and on-call backup administrators, and Digital Rivers staff
and senior management shall monitor their progress.(2)
    
    After making the appropriate corrective action, the administrator shall
complete a detailed problem log that is permanently stored in the database.
 Resolving Problem Reports
 (1)
    
    Digital Rivers monitoring programs shall allow for proactive response to
avoid problems and alert Digital Rivers system administration team, Digital Rivers
entire on call system administration team and senior management.(2)
    
    In the event of a Customer-detected problem, Digital Rivers Customer
service department shall have instant access to Digital Rivers System
Administration Team. A problem can often be fixed within minutes of a Customer
being exposed to it. Customer Service team members shall also trained to monitor
basic system functions throughout their shift, and report any issues to the
on-call system administrator.(3)
    
    Once the Digital River administrator is contacted, such individual(s)
shall immediately take steps to implement the appropriate solution. Any problem
that causes or can cause a greater than 20 minute down time shall immediately
escalated to senior management.(4)
    
    If maintenance is required, it shall be scheduled for during the lowest
traffic time available, usually between 1:00am to 5:00am on a weekend. Digital
River shall use its best efforts to perform maintenance without affecting Customers.(5)
    
    Digital River shall provide all downtime reports and/or incident reports
to Symantec. Digital River will permit Symantec to be involved in any part of the
alert process upon its request.
 7. Security
 Personal and Financial Information
 i.
    
    Transmission. All critical information shall be encrypted using SSL in the http
interface and DES encryption, using the TCP / IP API interfaces.
 
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A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 80




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ii.
    
    Storage. Data shall not be accessible directly from the web server or
directly from the database. All data must all go through proper page or API requests,
which are abstracted from the data, Firewall, Unix, Oracle database and web server
security block access to any data. In addition, fraud and hacker level tampering at
the URL level shall be protected with behavior analysis programs, URL misdirection
techniques, URL spoofing techniques and page to page integrity verification.
 System Integrity
 i.
    
    Physical. The Data Center shall utilize state of the art card-key
access systems and motion detection equipment. All visitors shall be escorted by an
authorized Digital River employee at all times. Facility breach alarms shall
automatically generate local police notification.ii.
    
    Operational.
 (1)
    
    Digital River shall use two proprietary heuristic security systems that
will identify and block attempts to abuse the system. The first is the credit card
fraud detection system, which uses hundreds of indicators (e.g., seeing the same
credit card under different user names, users who have repeated attempts with
different names and credit card numbers, etc.). The second program eliminates
physically accessing the locations of the software on the computer, which program
spoofs the location of the download so that even if someone captured the download
location they could not use it as it does not physically exist. No downloads or any
data shall be directly accessible via URLs.(2)
    
    Administrative access shall be controlled by a security login system,
which assigns valid day, time of day and functional access. Such system shall also
tracks and documents every access to the system.(3)
    
    Digital River shall utilize industry-leading software and industry
standard Unix and Database techniques.
 
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    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *.
A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 81




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EXHIBIT G
EXPORT CONTROL MEASURES
   1.
    
    Compare ESD End Users billing address information (to account for international markets) and
packaged product End Users shipping address information (to account for international
markets) with a list of countries that Symantec is allowed to export to. If the billing
address or shipping address is located at a country Symantec is not allowed to export Symantec
Products, Digital River will not allow the transaction or Symantec Product purchase to
proceed.2.
    
    Use an integrated system to:
   3.
    
    Conduct a secondary check on the transaction history of an End Users IP address to identify any
inconsistencies in ship-to or bill-to requests.
   
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    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *.
A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 82




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EXHIBIT H
Security Requirements
  
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A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 83




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www.symantec.com
 
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herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 84




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The Supplier Security Review Checklist
 Introduction
  Project Information
 Project DescriptionType of Data handled by projectProject ManagerContact InformationRemarksApproval Date
 
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herewith omits the information subject to the confidentiality request. Omissions are designated
as *. A complete version of this exhibit has been filed separately with the Securities and
Exchange Commission. 85




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Checklist
 ComplianceStandard
    
    Status
    
    Risk
    
    RecommendationNetwork-Level RequirementsSecurity programThe supplier must have a security program in place that
comprehensively addresses network-level requirements similar to those
detailed in the European Computer Manufacturers Association (ECMA)
Standard 271, Extended Commercially Oriented Functionality Class for
Security Evaluation (E  COFC), addressing such issues as access control,
accountability and audit. (See http://www.ecma.ch/.)ControlsThe supplier must use an International Computer Security Association
(ICSA) Labs 1 or Trust Technology Assessment Program
(TTAP) 2 certified firewall to protect servers hosting
Symantec information.The supplier must specify the name and version of the firewall(s) used.The supplier must submit a sanitizednetwork diagram for the portion of
its network used to supply services to Symantec.Intrusion detectionThe supplier must use a network-based intrusion detection system (IDS;
a freeware product such as Snort) to monitor the segment(s) on
which servers hosting Symantec information are logically located.This requirement shall be implemented within six (6) months of contract
signing date.The supplier must specify the name and version of the network-based
intrusion detection system(s) used.
 
 1
    
    http://www.icsalabs.com/html/communities/firewalls/newsite/cert.shtml2
    
    http://niap.nist.gov/cc-scheme/ValidatedProducts.html  firewalls*
    
    Confidential treatment has been requested for portions of this
exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as *. A complete
version of this exhibit has been filed separately with the Securities and
Exchange Commission. 86




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ComplianceStandard
    
    Status
    
    Risk
    
    RecommendationVulnerability assessmentThe supplier must use commercial products or freeware (e.g., Nessus) for vulnerability assessment and/or penetration testing
of the segment(s) on which servers hosting Symantec information are
logically located.The supplier must specify the name and version of the network-based
vulnerability assessment tool(s) used.The supplier must conduct vulnerability assessment and/or penetration
testing at least twice a year.The supplier must submit the vulnerability assessment and/or penetration
testing report(s) to Symantecs Information Security upon request.The supplier must agree to Symantec-conducted vulnerability assessment
scans of the portion of its extranet to be used to service Symantec.Operating System-Level RequirementsSecurity programThe supplier must have a security program that comprehensively
addresses operating system-level requirements, similar to those detailed
in the European Computer Manufacturers Association (ECMA) Standard 205,
Commercially Oriented Functionality Class for Security Evaluation (COFC).
These requirements address such issues as identification and
authentication, access control, accountability and audit, and password
requirements. (See http://www.ecma.ch/.)ControlsThe operating system(s) for the suppliers servers must be hardened
prior to use in accordance with recognized best practices configuration.
These operating system(s) for servers must not be operated with an
out of the box configuration. Several organizations and suppliers have
documentation, checklists, or tools designed to facilitate this security
configuration process, and are generally recognized as best practices.For each platform used to host Symantec information, the supplier must
indicate whose guidelines it adheres to for operating systems best
practices (e.g., operating system supplier, Center for Internet
Security).
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated
as *. A complete version of this exhibit has been filed separately with the Securities and
Exchange Commission. 87




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ComplianceStandard
    
    Status
    
    Risk
    
    RecommendationThe supplier must submit documentation on patch management program.Intrusion detectionA host-based intrusion detection system (IDS) shall monitor the
server(s) on which Symantec information is hosted (e.g., Symantecs
Host Intrusion Detection System or a freeware product such as
Logsurfer).The host-based IDS must be implemented within six (6) months of the
contract signing date.The supplier must specify the name and version of the host-based intrusion
detection system(s) used.Vulnerability assessmentThe supplier must use commercial products or freeware (e.g., Cerberus
Internet Scanner) for vulnerability assessment and/or penetration
testing of the servers(s) on which Symantec information is hosted.The supplier must specify the name and version of the host-based
vulnerability assessment tool(s) used.The supplier must conduct vulnerability assessment and/or penetration
testing at least twice a year.The supplier must submit the vulnerability assessment and/or penetration
testing report(s) to Symantecs Information Security upon request.Application-Level RequirementsControlsFor Technology Service Approval Only: The following programming
languages must not be used for the application(s) hosting the
service(s): Visual Basic (VB), PHP, Perl, and Python.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated
as *. A complete version of this exhibit has been filed separately with the Securities and
Exchange Commission. 88




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ComplianceStandard
    
    Status
    
    Risk
    
    RecommendationFor Technology Service Approval Only: Secure Programming Specifications
are provided for the following categories. The supplier must state their
compliance level against these specifications and provide further
information upon request.Logical Layers of the application architecture (See Appendix 1A)Domino web application (See Appendix 1B)Custom application (See Appendix 1C)The supplier must provide documentation on overall architecture,
development and implementation of application(s) used by Symantec. If
application-level security is applicable, the supplier must meet the
related security requirements.The supplier must submit documentation on an application patch management
program with version control.Vulnerability assessment/auditThe supplier must use commercial products or freeware for
vulnerability assessment and/or penetration testing of the installed
application(s) providing Symantec information.The supplier must specify the name and version of the application-based
vulnerability assessment tool(s) used.The supplier must conduct vulnerability assessment and/or penetration
testing at least twice a year.The supplier must submit the vulnerability assessment and/or penetration
testing report(s) to Symantecs Information Security upon request.For Technology Service Approval Only: The supplier must engage an
independent and reputable IT company to audit their code. The subsequent
audit report must be approved by Symantecs IT security group before going
live.Data-Level RequirementsControlsThe supplier must use strong encryption for transmission of personal
information collected from a customer.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated
as *. A complete version of this exhibit has been filed separately with the Securities and
Exchange Commission. 89




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ComplianceStandard
    
    Status
    
    Risk
    
    RecommendationIf a customer completes a Web-based form with personal information, the
supplier must protect that session using Transport Layer Security (TLS) or
Secure Sockets Layer (SSL, version 3.0). The supplier must support both
TLS and SSL v3.0.If a customer completes a Web-based form with personal information, the
supplier must use SSL with strong encryption (i.e., 128-bit) using a
step-up technology (i.e., 40-bit browsers are stepped up to 128-bits),
such as a Secure Site Pro certificate (Global Server ID) from
VeriSign, or a SuperCert from Thawte.The supplier must not use SSL version 2.0 due to known security weaknesses.The supplier must use strong encryption(i.e., 3 112-bit symmetric)
to encrypt and store personal information collected from a customer or a
Symantec employee.If the supplier receives personal data from employees and customers, it
must be explicitly acknowledged. All data elements must be fully
identified, with a clear explanation for the need and how the information
will be used.The supplier must provide session encryption to protect authentication
information (e.g., username + password) when Symantec personnel logon to a
server (e.g., to upload content, or to perform any administrative
function). This session encryption may be SSL or Secure Shell (SSH). The
supplier may not use insecure means for logon (i.e., username + password
transmitted in the clear).To ensure authenticity and integrity, the supplier must have the
capability of digitally signing messages sent (e.g., e-mail, newsletters)
on Symantecs behalf.The supplier must provide dataflow documentation highlighting the type of
data involved at each point of the application system and how is it
secured if not already addressed in the earlier requirements.Intrusion detectionThe supplier must specify the name and version of the anti-virus
software(s) used.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated
as *. A complete version of this exhibit has been filed separately with the Securities and
Exchange Commission. 90




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ComplianceStandard
    
    Status
    
    Risk
    
    RecommendationThe supplier must deploy comprehensive anti-virus software, preferably in
a three-tiered deployment (i.e., at the gateway, server, and
client-level), and preferably using Symantec products.The supplier must demonstrate the ability to scan all documents for
malicious code that are to be posted for download on Symantecs behalf
This requirement shall be implemented as a condition of service before
going live.The supplier must demonstrate the ability to scan all outgoing messages
for malicious code (e.g., e-mails) sent on Symantecs behalf. This
requirement shall be implemented as a condition of service before going
live.General RequirementsThe supplier must be in compliance with related regulatory
requirements (eg. Payment Card Industry Data Security Standard, Japans
Personal Information Protection Law) if applicable.The supplier must provide documentation similar to a Statement Of Work
(SOW), detailing the technologies, infrastructure, business arrangement,
workflow, schedule, etc.If the suppliers contract with Symantec is more than or equal to USD
$50,000.00 annually, the supplier shall complete an annual audit by a
nationally recognized information security firm to certify compliance
with all requirements. The supplier and Symantec must agree upon the
selected audit firm prior to the audit.The supplier must complete the initial audit within one (1) year of
contract signing date.The supplier must agree to the following audit methodology:    British Standard (BS) 7799, Code of practice for
information security management (now ISO
Recommendation 17799)    SAS 3 70 Type II  if its control
objectives match BS 7799 controls, or these Symantec
security requirements    AICPA SysTrust
 
 3
    
    American Institute of Certified Public
Accounts (AICPA; http://www.aicpa.org/) Statement on Accounting
Standards (SAS).*
    
    Confidential treatment has been requested for portions of this
exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as *. A complete
version of this exhibit has been filed separately with the Securities and
Exchange Commission. 91




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ComplianceStandard
    
    Status
    
    Risk
    
    RecommendationThe selected nationally recognizedinformation security firm must provide
Symantec with a full copy of the audit report within two weeks of
completion.If the suppliers contract with Symantec is less than USD $50,000.00
annually, the supplier may chose to be audited directly by Symantec
Security Services to fulfill their audit compliance and security
requirement verification.For Technology Service Approval Only: Upon completion of final
development on the web site/service, the supplier must provide the
Information Security group with the URL and IP addresses for penetration
testing and approval before going live.
 
 *
    
    Confidential treatment has been requested for portions of this
exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as *. A complete
version of this exhibit has been filed separately with the Securities and
Exchange Commission. 92




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EXHIBIT I
Site Reporting Requirements
 th
 Customer Support Metrics
 a.
    
    Total number of Issues.b.
    
    Total number of telephone calls.c.
    
    Total number of e-mail messages.d.
    
    Total number of Issues by sub-site.e.
    
    Total number of Issues by Wrap Up Codes.f.
    
    Volume of telephone call transfers to Symantec and/or other retailers.h.
    
    Total number of abandoned telephone calls, and average time to abandonment.i.
    
    Average length of telephone calls.j.
    
    Average queue time of telephone calls.
 Order Processing and Shipping Metrics
 a.
    
    Ratios of orders booked to orders shipped.b.
    
    Breakdown of orders booked according to the reasons why they were not processed.
 Download Reports
 a.
    
    Types of downloads broken down between Purchase First, Try/Buy and Try Before you Buy.b.
    
    Total number of Symantec Products downloaded successfully and unsuccessfully.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 93




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c.
    
    Total number of attempts to download Symantec Products (Attempts). An
Attempt is defined as any request that is registered server-side to initiate a download.d.
    
    Total number of successful downloads (Successful Download). A Successful
Download is defined as a complete download of an item as indicated on a server log.e.
    
    Total number of abandoned downloads.f.
    
    Success Percentage, which is defined as a percentage of download Attempts that result
in Successful Downloads.
 Sales Reports
 a.
    
    Symantec Product SKUs.b.
    
    Symantec Product titles.c.
    
    Units of Symantec Products sold and revenues that resulted from sales.d.
    
    Dates, including the month and quarter, End Users purchased Symantec Products.e.
    
    Sub-sites where End Users purchased Symantec Products.f.
    
    Media type.g.
    
    Purchase option elected by the End User, e.g.,Try/Buy, ESD purchase or packaged
product purchase.
 Inventory Levels
 Report Formats th ESDSALES@symantec.com
 Sales report required information and format for Affiliates
 
    
    status of order (paid and shipped),
    
    dollar amount of total sale per transaction,
    
    the website the purchaser came from and campaign ID used,
    
    the order identification number,
    
    transaction tracking number, and
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 94




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
    
    the date and time of order.
 Sales report required information and format for Partners:
 
    
    Indicate the Storefront Name and Campaign URL, and the reporting period
    
    For all units sold, include: Symantec SKU (part number), name of Symantec
Product, number of units sold, distribution cost, total distribution revenue, which
countries in the Territory the Symantec Products were sold into and the transaction date.
Reports should be summarized by Storefront and Campaign URL; Symantec SKU; and number of
units sold should be separated from any returns.
    
    Include a calculation of the total amounts due Symantec from Digital River for
products sold by Digital River during the reporting period, with subtotals for each
Storefront.
    
    A monthly hardcopy sales report with a check, or alternatively, as indicated
below, an authorized wire transfer for amounts due from Digital River is due to Partner no
later than the 20th calendar day of each month.
    
    The report and check (if applicable) should be sent to Partners address listed
on the SIF:
 Partner Site Reporting Requirements.
 Partner Site Reports .
 Download Sites th th th
 Store Sites. th th th
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 95




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th .
 Requirements for Report to Symantec.
       
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 96




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EXHIBIT J
Termination Procedures
  Transition
Period)
  1.
    
    Customer Information and Databases. Digital River shall ensure that all Customer
data, including Customer names, Key server data, licensing information on individual Customer
records, and telephone numbers, are provided to Symantec in the file format to be mutually
agreed upon by the Parties. Digital River will update Symantec, on a weekly basis, as to any
Customer data changes it becomes aware of as a result of Customer support calls, even if such
changes are received after the Storefront has been transitioned to Symantec. Digital Rivers
notification obligations shall not extend for more than a period of one month after the
Transition Period expires.
 2.
    
    URLs. At termination, Digital River will ensure that any links to the Symantec
Storefront or related sites hosted by Digital River are appropriately redirected to new
mutually agreed upon URLs or IP addresses. Digital River will assist Symantec in redirecting
all links, including the forwarding of any Storefront e-mail services, to Symantec or a new
Storefront location to be decided at termination.
 3.
    
    Transition Notifications. During the Transition Period, Digital River will provide
required notifications on the Symantec Storefront regarding the transition plan from Digital
River to Symantec or another party. Any transition notifications must be approved by
Symantec. Transition notifications include messages regarding Storefront downtime.
 4.
    
    Marketing Programs. Upon notice of termination, Symantec shall have the discretion
to decide whether to immediately terminate any current or planned marketing arrangements.
 5.
    
    Support/Fulfillment. Digital River shall not claim any exclusive rights when
contracting with third party vendors for Customer support or order fulfillment during the term
of this Agreement. After the Agreements termination, Symantec will have all rights to retain
the same vendors obtained by Digital River during the term of this Agreement. If Symantec
decides to retain such vendors, it will establish separate service agreements with such vendors. Further, Digital River shall not
enter into any contracts with vendors which would bind Symantec to Digital River obligations
under such contracts when the Agreement expires or terminates. Symantec has all rights not to
obtain such vendors upon the Agreements termination or expiration, and may select other vendors
that were not retained by Digital River.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 97




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6.
    
    Telephone Call Support. Digital River will ensure that Symantec possesses the
latest telephone scripts and procedures during the Transition Period. During the Transition
Period, Digital River will alter Customer support protocols only based on mutually agreed upon
alterations. Such alterations may include implementing automatic forwarding of calls, or
performing manual transfers to a location or telephone number(s) specified by Symantec. At
the end of the Transition Period, all telephone calls to Digital River personnel, relating to
Symantec Products and services, including Customer support calls, shall be automatically
transferred or forwarded to Symantec, at Symantecs expense.
 7.
    
    Storefront Content. Digital River will provide all graphics and text (HTML) files to
Symantec used on the Storefront during the term of this Agreement. Digital River shall
transfer a source database to Symantec in a format mutually agreed to by the Parties during
the Transition Period. During the Transition Period, Symantec shall have rights to request
up to three (3) transfers of all Storefront Content.
 8.
    
    Redirection of Telephone Numbers. The toll free and toll share numbers referenced in
Section B(2)(c)(i), Exhibit X, or elsewhere in the Agreement shall be redirected to telephone
numbers selected by Symantec. Any cost of such redirect shall be paid by Symantec.
 9.
    
    Processing of Try/Buy Keys. During the Transition Period and for 30 days thereafter,
Digital River shall continue to provide purchase transaction services for Try/Buy Symantec
Products that were that were downloaded or ordered by Customers prior to the Agreement
termination date.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 98




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EXHIBIT K
Symantec Sell Through Reporting Procedures And Policies
 1.
    
    EDI SellThrough Reporting Requirements
 Americas (including LAM)
 
    
    Daily
    
    Via EDI
    
    Fields:
          EMEA
 
    
    Daily
    
    Via EDI
    
    Fields:
           Asia Pac
 
    
    Daily
    
    Via EDI
    
    Fields:
          2.
    
    Product Returns Reporting Requirements
 Americas (including LAM)
 
    
    Daily via EDI
    
    Fields:
          EMEA
 
    
    Daily via EDI
    
    Fields:
          Asia Pac
 
    
    Daily via EDI
    
    Fields:
          3.
    
    Wire Transfer Information
 Americas (including LAM)
  EMEA
  Asia Pac
  4.
    
    Accounts Receivable
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 99




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Americas (including LAM)
    EMEA
      Asia Pac
       5.
    
    Symantec Order Services:
    
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 100




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EXHIBIT L
Digital River MarketForce Programs
 Placement of Advertising with Providers, aka, Paid Search
 1.
    
    General. Digital River has entered into agreements with the Providers, pursuant to
which Digital River will purchase the Paid Search Services. Digital River will use the Paid
Search Services to promote the distribution of Consumer Symantec Products, in return for which
Symantec will pay Digital River the Management Fee, as defined below in Section 3,
Payments. Symantec acknowledges and agrees that the Providers are authorized to make use of
any and all materials provided by Symantec for such purposes, or by Digital River at
Symantecs written request, in connection with the Paid Search Services. Symantec will have
reasonable operational control of the Paid Search Services, and Digital River will provide
such services to Symantec at Symantecs direction.
 2.
    
    Paid Search Campaigns. Paid Search Campaign, or Campaign, means a discrete
marketing effort focused on a specific market segment with the goal of increasing sales of
Consumer Symantec Products from that segment. The following parameters will apply to each
Campaign on a per Campaign basis (each individually a Campaign Parameter and collectively
the Campaign Parameters). Symantec must provide its written approval, if applicable, of a
Campaign Parameter for each separate Campaign prior to the commencement of that Campaign. For
the avoidance of doubt, the approval of a Campaign Parameter for one Campaign does not
translate to approval for that Campaign Parameter for any subsequent Campaigns. The Campaign
Parameters are as follows:
 a.
    
    Keyword Bid Pricing: Digital River may make changes to keyword bid
pricing without Symantecs prior approval.b.
    
    Landing Pages: Digital River will create, and Symantec will
pre-approve in writing, several landing pages. Digital River will be free to select
from among the pre-approved landing pages in their sole discretion.c.
    
    Keywords: Symantec will pre-approve, in writing, a list of keywords
per campaign, and Digital River will be free to select from among that list, in their
sole discretion.d.
    
    Search Engines: Symantec will pre-approve, in writing, a list of
search engines, and Digital River will be free to select from among that list in their
sole discretion.e.
    
    Advertising Copy: Symantec will pre-approve, in writing, several
different sets of advertising copy, and Digital River will be free to select from among
those sets in their sole discretion.f.
    
    Landing Page URLs: Symantec has registered all necessary URLs for the
landing pages associated with the Paid Search Services, and Digital River may select
which specific URL to utilize.g.
    
    Paid Search Campaign Commencement and Completion Dates: Symantec and
Digital River will mutually agree, in writing, on a Campaign calendar for the next
calendar month, which calendar will include the commencement and completion dates for
each Campaign scheduled for that month.
  3.
    
    Payments. As payment for the Paid Search Services, Symantec shall pay Digital River
a service fee in an amount equal to [*] of the product sales of Symantec Products  and not
for any purchases of third party product sold together with the Symantec Product as a bundle
  through the Storefront, which purchases are directly traceable to End Users who click
through to the Storefront as a direct result of the Paid Search Services, and not as a result
of any other web site or method (the Paid Search Service Fee). In order to receive
the Paid Search Service Fee, Digital River must track and report to Symantec the product sales
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 101




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resulting from the Paid Search Services, in a manner and format reasonably acceptable to
Symantec, as a part of the Paid Search Reports. Symantecs payment of the Management Fee to Digital River will
not affect the [*] for Digital River pursuant to the Agreement. Symantecs paying of the
Management Fee to Digital River will be according to Symantec and Digital Rivers current
accounting process. For the avoidance of doubt, other than the Management Fee, and [*]
discussed in the Agreement, Symantec will [*] as a result of its use of the Paid Search
Services.
 4.
    
    Territory. Digital River may provide the Paid Search Services in the Territory.5.
    
    Reporting. Digital River will make reports regarding the Paid Search Services
available to Symantec on a weekly and monthly basis (the Paid Search Reports). The Paid
Search Reports will contain: (i) costs; (ii) sales revenue; (iii) return on investment; and
(iv) percentage of the global spend. The Paid Search Reports will be broken down by the
following regions: (i) North America, which will be further broken down into the United States
and Canada; (ii) EMEA, which will be further broken down into the UK, France, Germany, Italy,
the Netherlands, and Switzerland; (iii) Other EMEA; APAC; (iv) Japan; and (v) Latin America.6.
    
    Termination. Either party may, by providing the other party with prior thirty (30)
days written notice of termination, terminate the Paid Search Services. Any such termination
shall not affect the parties rights and obligations with respect to the Paid Search Services
used prior to such termination.
 Free Trial with Automatic Billing Marketing Program .
 1.
    
    DR shall provide to certain End Users of Symantecs Storefront the ability to try Symantec
Products and automatically bill End Users who decide to keep the Symantec Product. Symantec
acknowledges that DR requires that End Users requesting Free Trial with Automatic Billing
present a valid credit card in good standing at the time of the Free Trial request. Symantec
further acknowledges that DR may initiate a credit card authorization at the time of the free
trial request to verify that the End Users credit card is valid and in good standing at the
time of the free trial request.2.
    
    DR shall provide End Users with the ability to cancel their free trial. DR will only allow
two thousand downloads as a part of the initial test of the free trail with automatic billing
marketing program, and will suspend the download within twenty-four (24) hours of reaching two
thousand downloads. DR may only continue allowing downloads beyond the initial two thousand
if Symantec provides written authorization, from a Symantec Vice President, to do so.3.
    
    At the end of each free trial period, DR shall settle the total price on the credit card of
each End User who did not cancel their free trial.4.
    
    Symantec agrees that returns and refund requests will be granted to End Users up to thirty
days after settling the free trial purchase.5.
    
    Symantec acknowledges that a live executable file (not trial version) will be delivered to
End User at the time of the free trial request. End Users who cancel their free trial will be
required to execute an Electronic Letter of Destruction similar to the current practice for
returns and refunds (the ELOD Process). DR cannot process such cancellations unless and
until the affected End User has completed the ELOD Process.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 102




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6.
    
    Either Party shall have the right to discontinue offering the Free Trial with Automatic
Billing program at any time.7.
    
    For each Symantec Product in a transaction for which Free Trial with Automatic Billing has
been settled on a credit card, DR will be entitled to an additional payment equal to [*] of
the product sales of each such Symantec Product (the Free Trial Amount, payable monthly. In addition, the Free Trial
Amount will be reconciled along with, and DR will report with the same frequency and timing as
under Digital River and Symantecs current accounting process.
 Blue Hornet Services
 Blue Hornet Services
 BH Reporting
 Blue Hornet Service Fee  Tracked Sales
 Fireclick Technology
 Fireclick Technology
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 103




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Warehouse
Module
  Fireclick Sub Transfer Control
  DR oneNetwork Services .
 1.
    
    Definitions for purposes of the DR oneNetwork Services:
 oneNetwork Affiliate
 oneNetwork Affiliate Payments
 Referral Customer:
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 104




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DR oneNetwork
 DR oneNetwork Affiliate Terms
 DR oneNetwork Services
 Referral Link
 Referral Sale
 Symantec oneNetwork Affiliate Program
 Symantec Info-Pack
 a.
    
    the criteria and methods for calculating oneNetwork Affiliate Payments;b.
    
    whether and to what extent Symantec will provide marketing materials or any
restrictions on how such materials may be used by oneNetwork Affiliate ;c.
    
    should Symantec so choose, a description of any Symantec Products which are the
focus of the Symantec oneNetwork Affiliate Programd.
    
    restrictions, if any, on placement of Referral Links on particular media or delivery
methods; ande.
    
    any special qualifications required of a potential affiliate to become approved
by Symantec for participation in the Symantec oneNetwork Affiliate Program.
 Symantec Program Terms
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 105




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2.
    
    Terms
 a.
    
    Control of Symantec oneNetwork Affiliate Program. Either Symantec or DR will
create, but Symantec will have final approval of, the Symantec Program Terms. These DR
oneNetwork Terms solely govern Symantecs use of the DR oneNetwork Services, and do not
contain any authorization for DR to manage any other affiliate marketing program. DRs
management of other Symantec Affiliate Programs is covered elsewhere in this Agreement.
Symantec may, subject to the Symantec Program Terms and DR oneNetwork Affiliate Terms,
direct DR to stop the DR oneNetwork Services as a whole, or to a particular Symantec
oneNetwork Affiliate Program, at any time upon written notice to DR.b.
    
    Referral Links and Referral Sales. DR will make available one or more Referral
Links to each oneNetwork Affiliate who has agreed to the Symantec Program Terms. Each
Referral Link is designed to identify an individual oneNetwork Affiliate as the particular
participant in the Symantec oneNetwork Affiliate Program that referred a specific Referral
Customer to the Storefront. Referral Customers use of a oneNetwork Affiliates assigned
Referral Link to purchase Symantec Product on the Storefront will be deemed a Referral
Sale for purposes of these DR oneNetwork Terms.c.
    
    Use of Referral Links. Although DR makes available Referral Links on Symantecs
behalf, Symantec ultimately controls the use of, and access to, the Referral Links.
Symantec reserves the right at any time to request that DR impose additional limitations on
the use or posting of the Referral Link, or that DR suspend use of a particular oneNetwork
Affiliates Referral Link, or particular group of Referral Links. DR will use, subject to
the Symantec Program Terms and DR oneNetwork Affiliate Terms, commercially reasonable
efforts to timely honor all such requests.d.
    
    Calculation of oneNetwork Affiliate Payments.
 i.
    
    Payment Definitions.
 a.
    
    Chargebacks. An amount of money which has been:
 i.
    
    deemed to have been refunded by or returned by Symantec or DR to
a Referral Customer based on a Referral Sale which has been voided, retracted,
subject to returns, been reversed due to fraud, or otherwise
rescinded for any reason under the terms of these DR oneNetwork Terms or the
terms of sale on the Storefront; orii.
    
    retrieved from, reserved against and/or or charged against DR or
DRs credit card/debit card merchant accounts under the terms of any applicable
credit card merchant account agreements; oriii.
    
    retrieved from, reserved against and/or or charged against DR,
DRs bank accounts or DRs credit card merchant accounts because of government
actions including but not limited to embargo, court order, levy, security
interest or other form of lien, reclamation, escheat or civil forfeiture.
 b.
    
    Related Chargeback. A Chargeback is a Related Chargeback to
the extent DRs records indicate that such Chargebacks arose out of Referral Sales
whether the original Referral Sale occurred during the same period or a prior
period.
 c.
    
    Gross Receipts. For any particular period of time, the gross
sum of money actually received from Referral Customers during the relevant period
for all Referral Sales under the Symantec oneNetwork Affiliate Program lessthe
amount collected by DR for any shipping, sales or use taxes, valued added or other
transaction-based taxes, import or export duties or import/export fees arising out
of such Referral Sales.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 106




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d.
    
    Net Receipts. For any particular period of time, the net
result of the following calculation:
 i.
    
    The Gross Receipts accruing during such period;lessii.
    
    The gross sum of all Related Chargebacks, which accrued during such period.
 ii.
    
    Calculation. oneNetwork Affiliate Payments will be calculated by multiplying the applicable oneNetwork Affiliate
commission by the appropriate oneNetwork Affiliate Net Receipts accruing during the relevant payment period for that
oneNetwork Affiliate. Subject to the DR oneNetwork Affiliate Terms, Symantec can alter this calculation via either the
Symantec Program Terms or the Symantec Info-Pack.iii.
    
    oneNetwork Affiliate Payments for Referral Sales of Third Party
Products. oneNetwork Affiliate Payments will be made by DR on Symantecs behalf
for all products that are the subject of a Referral Sale, regardless of whether such
products are Symantec Products or third party products (excluding EDS sold by DR)
bundled with Symantec Products on the Storefront.iv.
    
    Affiliate Payments & Chargebacks.DR will make reasonable efforts to
match any Related Chargebacks to any related Referral Sale and to account for such
Chargebacks as described above. Symantec acknowledges and agrees that in some cases DR
may not be able to match certain Chargebacks to particular Referral Sales, and that
this may cause certain Affiliate Net Receipt amounts to be calculated by DR without
accounting for the Chargebacks. Symantec also agrees that DRs only obligations are to
make the reasonable efforts to match the Chargebacks as may occur, and that DR also has
no obligation to attempt to collect any debit balances against Affiliates whose Related
Chargebacks have put their Affiliate Net Receipt amounts into negative balances.
 e.
    
    Trademark License. DR is authorized by Symantec to use the trademark
Symantec, the Symantec logos for Symantec Products and the designations Symantec Order
Desk and Storefront in connection with:
 i.
    
    the promotion of the DR oneNetwork Affiliate Program in general or regarding
any Symantec Info-Pak, in the manner specified by Symantec;
 ii.
    
    the distribution of Symantec Info-Packs to oneNetwork Affiliate who may wish
to participate in the Symantec oneNetwork Affiliate Program; and
 iii.
    
    the distribution of any Symantec-created advertisements to oneNetwork Affiliate
participating in the Symantec oneNetwork Affiliate Program in a manner specified by
Symantec.
 iv.
    
    Further, the above licenses shall be sublicenseable from DR to any oneNetwork
Affiliate to the extent reasonably necessary for such oneNetwork Affiliate to perform
its duties under the Symantec oneNetwork Affiliate Program.
 3.
    
    DR Services.
 a.
    
    Relationships. Symantec oneNetwork Affiliate Programs are offered by DR on
Symantecs behalf. The DR oneNetwork Affiliate Terms and the Symantec Program Terms,
along with the Symantec Info-Pack, combine to form the terms that govern a oneNetwork
Affiliates participation in the Symantec oneNetwork Affiliate Program. DR provides the
value added service to Symantec of administering the Symantec oneNetwork Affiliate
Program, which includes remitting oneNetwork Affiliate Payments.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 107




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DR is not responsible
for Symantecs behavior and/or the content that Symantec makes available through the DR
oneNetwork, or the performance of or any damages caused by the products or services sold
by Symantec.
 b.
    
    oneNetwork Affiliate Payment Services. Subject to these DR oneNetwork Terms,
DR shall determine, and deliver to oneNetwork Affiliate, the actual oneNetwork Affiliate
Payments that should be paid to a oneNetwork Affiliate by Symantec under a given Symantec
oneNetwork Affiliate Program. The amounts to be paid by Symantec to a oneNetwork
Affiliate will be set forth in the Symantec Info-Pak. Symantec will communicate to DR the
relevant information in the Symantec Program Terms and/or Symantec Info-Pak regarding
oneNetwork Affiliate Payments to be remitted by DR to oneNetwork Affiliates. DRs
delivery of oneNetwork Affiliate Payments to oneNetwork Affiliates will governed by the DR
oneNetwork Affiliate Terms, the Symantec Program Terms and the Symantec Info-Pack. DR may
withhold oneNetwork Affiliate Payments owed to a oneNetwork Affiliate, if such oneNetwork
Affiliate has failed to satisfy the then-current minimum payment threshold, as agreed
between oneNetwork Affiliate and DR.
 c.
    
    Reporting. DR will make reports regarding the DR oneNetwork Services available
to Symantec on a weekly and monthly basis (the Symantec oneNetwork Affiliate Program Reports). The Symantec oneNetwork
Affiliate Program Reports will contain the: (i) number of sales per oneNetwork Affiliate,
broken down by product; (ii) sales revenue to Symantec generated by each oneNetwork
Affiliate; (iii) associated pending oneNetwork Affiliate Payments due to oneNetwork
Affiliates; and (iv) total oneNetwork Affiliate Payments paid by DR on Symantecs behalf.
 d.
    
    Remote Control Functionality/Access. DR will provide Symantec additional
functionality within the DRs commerce engine to be used by Symantec to manage its
oneNetwork Affiliate relationships within the Symantec oneNetwork Affiliate Program,
including the ability to upload marketing materials, to control the status of particular
oneNetwork Affiliates, and to receive various reports concerning Symantecs use of the DR
oneNetwork Services, including, but not limited to, the Symantec oneNetwork Affiliate
Program Reports.
 e.
    
    Payment for DR oneNetwork Services. As compensation for DRs provision of the
DR oneNetwork Services, Symantec will pay to DR [*] of Gross Receipts for all Referral
Sales, less: (i) returns; and (ii) the amount collected by DR for any shipping, sales or
use taxes, valued added or other transaction-based taxes, import or export duties or fees
arising out of such Referral Sales (the DR Network oneNetwork Affiliate Amount).
The DR Network oneNetwork Affiliate Amount will be reconciled with the same frequency and
timing as under Symantec and Digital Rivers current accounting process. Notwithstanding
the foregoing, in order to receive the DR Network oneNetwork Affiliate Amount, DR must
track and report the Referral Sales as stated above.
 f.
    
    Credit Risk from Chargebacks. Until such time as Symantec takes over Customer
Service within a given region, DR assumes [*] for that region under the Agreement, and will
therefore absorb [*] resulting from any Chargebacks.
 i.
    
    Accordingly, Symantec acknowledges and agrees that DR will still calculate any
Affiliate Payments as though the Chargeback had occurred (in other words, the
Affiliates receipts will be reduced in some manner due to the Chargeback).
 ii.
    
    Because DR assumes [*] under the Agreement, Symantec receives the amounts paid
for a Referral Sale regardless of the existence of a Chargeback. Similarly, Symantec
will owe oneNetwork
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 108




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Affiliate Payments for all Referral Sales regardless of the
existence of a Chargeback. However, oneNetwork Affiliates will not receive oneNetwork
Affiliate Payments for Referral Sales with a Chargeback; in order to offset its
assumption of the [*], DR will retain oneNetwork Affiliate Payments for a Referral
Sales accompanied by Chargeback for its own benefit.
 f.
    
    oneNetwork Affiliate Information. All oneNetwork Affiliates contact
information (names, email addresses, mailing addresses or other personally identifiable
contact information) (but not including contact information of end consumers) shall be
deemed to be DRs Confidential Information. For the avoidance of doubt, Symantec may use
this Confidential Information to perform its obligations under this Agreement. All
Referral Customer information of any kind is Symantec Confidential Information.
 g.
    
    Exclusivity. While DR will not prohibit its affiliates from belonging to more
than one affiliate network, or Symantec from using those affiliates in another network,
Symantec is prohibited: (a) from soliciting oneNetwork Affiliate to join another affiliate network, or (b) from forming a direct
affiliate relationship with Symantec. These prohibitions shall apply during the term of
this Section 3 and for six (6) months after the termination of this Section 3.
Notwithstanding the foregoing, if Symantec terminates the Section 3 for cause, this
restriction shall not apply.
 4.
    
    Term and Termination.
 a.
    
    Term. The initial term of the DR Network Services will be four (4) months
from the Effective Date (the Initial Term). After the Initial Term, the DR
Network Services will continue automatically for additional terms equal to the Initial
Term (each a Renewal Term) unless either party notifies the other in writing at
least thirty (30) days prior to the end of the Initial Term or Renewal Term, as
applicable, that it has elected not to renew the DR Network Services. Upon such written
notice of non-renewal, the DR Network Services will terminate at the end of the Initial
Term or Renewal Term, as applicable.
 i.
    
    In the event of any third party claims involving violations of applicable law
or regulation are asserted against DR or Symantec, in connection with the Symantec
Affiliate Program or the Symantec Products, or in the event of a violation of the DR
oneNetwork Affiliate Terms or the Symantec Program Terms or Info-Pack, DR shall have
the right in its sole discretion to immediately terminate the affected Symantec
Affiliate Program, to halt the distribution of any affected Symantec marketing
materials, and/or to notify any oneNetwork Affiliate of any such actions as DR deems
reasonably necessary to mitigate further damages to itself or any Affiliate.
 ii.
    
    Upon thirty days written notice, DR may terminate its provision of the DR
oneNetwork Services to Symantec.
 b.
    
    oneNetwork Affiliate Payment Suspension. DR may, upon written approval from
the Symantec Consumer Online Sales Manager, suspend oneNetwork Affiliate Payments to a
oneNetwork Affiliate due to an investigation of potential fraud, misrepresentation, or
violation of law.
 c.
    
    Effect of Termination. Upon termination of these DR oneNetwork Terms, or the
DR Network Services, oneNetwork Affiliate will no longer be credited for Referral Sales
that occur on or after the termination date.
 d.
    
    Indemnification. Subject to the notice and cooperation and related process
provisions of the indemnification provision in Section I of the Agreement, which shall
apply to both subsections below, each party will indemnify the other for:
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 109




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i.
    
    By Symantec. Symantec will defend and indemnify DR, for any third
party claims for damages, which arise out of, through no fault of DR: (a) a oneNetwork
Affiliates use of content provided by Symantec for use in the Symantec oneNetwork
Affiliate Program; (b) the infringement of the Symantec Storefront or Symantec Product
of any applicable intellectual property right; (c) any misrepresentation by Symantec in
the performance of its obligations to DR regarding the DR oneNetwork Services; or (d)
any third party claims arising out of the Symantec Program Terms or the Symantec
Info-Pack.
 ii.
    
    By Digital River. DR will defend and indemnify Symantec, for any third
party claims for damages, which arise out of, through no fault of Symantec: (a) DRs
failure to comply with its payment obligations as stated herein; (b) DRs failure to
comply with Symantecs direction, subject to the terms and conditions herein, regarding
the Symantec Affiliate Program; or (c) any misrepresentation by DR in the performance
of the DR oneNetwork Services.
 Global Managed Affiliates
 Definitions
 Affiliates
 Affiliate Network Partner ANPs
 NP Affiliate
 Symantec Affiliate Program
 Symantec NP Affiliate Program
 Symantec Program Services
 I.
    
    Services Offered
 a.
    
    Program Design.
 i.
    
    Digital River will provide an optimized global affiliate marketing program
using its pool of domestic and international affiliate network providers (the Program
Design). Digital River will not share any details of the Program Design with any
Symantec competitors. Certain elements of the Program Design are the intellectual
property of Symantec, and therefore not to be shared with Symantec competitors. Such elements
include, but are not limited to, any concepts suggested by
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 110




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Symantec, or by the Symantec Marketing Manager (as defined below) for
incorporation into the Program Design. Notwithstanding the foregoing, nothing
in the preceding sentence is deemed to provide Symantec any rights to: (a) the
Digital River Core Technology; or (b) Program designs, concepts or strategies
that were in use by DR with other clients prior to the introduction of the
concept into the Symantec Program Services.
 ii.
    
    Digital River will recommend positioning to Symantec
for each Symantec Product to be included in the
Symantec Program, which cannot be implemented without
Symantecs prior written approval.
 b.
    
    Symantec Affiliate Program Description. Digital River will maintain at each
Affiliate Network Partner a program description, as approved in writing by Symantec, which
introduces potential affiliates to: Symantec, Symantecs products, and the benefits of
joining the Symantec Affiliate Program (and therefore marketing Symantecs products).
Symantec shall have final approval and complete control over the Screening Criteria, the
banner and text link messaging, the location where the customer lands on the Storefront, as
well as the ability to reject, at any time, applications to the Symantec Affiliate Program,
or Affiliates from the Symantec Affiliate Program. Subject to any limits in the applicable
Symantec-ANP agreement, Symantec will also be able to approve a previously rejected
potential affiliate should it so desire. Digital River will: (i) provide day-to-day
operational management of the Symantec Program, which includes the monitoring Affiliate
Network Partners and Affiliate Partners for compliance and enforcement with the terms of
the Symantec Program; (ii) deliver performance metrics; (iii) track the sales from the
traffic sent to the Storefront and report the same on a weekly basis to Symantec; and (iv)
make all authorized payments to the Affiliate Network Partners. The Symantec Program will
be run and managed by a single marketing manager, who has Symantecs Program, and related
Symantec MarketForce Programs, as his/her sole responsibility (the Symantec Marketing
Manager). Digital River will also have at least one web designer, in addition to the
Symantec Marketing Manager, who will be exclusively dedicated to the Symantec Program (the
Symantec Marketing Manager and the web designer are collectively the Dedicated
Personnel). The Dedicated Personnel will not be members of the Dedicated Team. The
Dedicated Team will not divert its attention from any other Symantec project(s) to handle
the Symantec Program Services. Notwithstanding the foregoing, if the volume of work
generated by the Symantec Program Services is insufficient to reasonably occupy the web
designer member of the Dedicated Personnel on a full time basis, then DR may, upon written
notice to the Consumer Online Sales Manager, use this web designer on other Symantec
MarketForce Programs until such time as the volume of work generated by the Symantec
Program Services is again sufficient to reasonably occupy the web designer on a full time
basis.c.
    
    Creative. Digital River will upload all banners, text links and other such
links used by Affiliates for marketing Symantecs Products, subject to review and prior
written approval by Symantec.d.
    
    Landing Pages/Strategies. Digital River will test and optimize landing pages
and strategies for each Symantec Product included in the Symantec Affiliate Program using
DRs proprietary optimization engine, the results of which will be reported to Symantec on
a weekly basis, or as otherwise agreed between the Consumer Online Sales Manager and DR.e.
    
    Affiliate Participation Guidelines. All entities wishing to participate in a
Symantec Affiliate Program must first apply, and be accepted by the appropriate Affiliate
Network Partner or Symantec, as applicable, into the Symantec Affiliate Program. Symantec
will, at all times, maintain sole control over the content of the applications and
acceptance of potential affiliates and will create and provide to Digital River the
Screening Criteria (defined below) under which it will allow affiliate participation.
Digital River will review affiliate applications, and accept or reject such applications on
Symantecs behalf based upon the potential affiliates performance against the Screening
Criteria. Digital River
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 111




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f.
    
    Affiliate Commissions.
 i.
    
    Digital River will optimize affiliate commission rates with the target being
greatest overall net dollars to Symantec. As the Symantec Affiliate Program matures,
commission rates may be optimized by product, based on experience. All such changes
are subject to Symantecs prior written approval.ii.
    
    When the Symantec Affiliate Program begins, the commission shall be [*].
Digital River, with advance written approval from Symantec, will also recommend and
optimize Affiliate incentives in the form of higher or lower commission rates for
meeting sales thresholds; and Digital River will attempt to keep the range of such
commissions at or around [*] to [*]. At no time will an Affiliate commission of
greater than [*] be implemented without further amendment to the Agreement.
 g.
    
    Affiliate Recruitment. Digital River will:
 i.
    
    Create and deploy recruitment emails.ii.
    
    Create and maintain affiliate network keywords that potential
affiliates may use to find merchant programs within the network.iii.
    
    Manually approve each potential affiliate across all ANP networks
joining the Symantec Affiliate Program, based on the Screening
Criteria.iv.
    
    Create a potential affiliate onsite sign up page with information and
links to be deployed on Symantecstore.com. DR will advise Symantec
on the creation and placement of links from Symantec.com to the
potential affiliate sign up page.v.
    
    Register the Symantec Affiliate Program with several affiliate directory sites,
provided Symantec has given its prior written consent.
 h.
    
    Affiliate Management, Retention and Termination. DR will:
 i.
    
    Respond to all potential affiliate requests and comments following the
Screening Criteria, as defined below.ii.
    
    Develop and refine automated means to monitor Affiliates post
acceptance into the Symantec Affiliate Program for ongoing compliance
with the applicable criteria/guidelines, with manual review based on
factual developments, provided, however, that regardless of the
status of Digital Rivers automation of the aforementioned monitoring
process, Digital River remains responsible for ongoing monitoring of
the active Affiliates and Affiliate Network Partners sites on no less
than a quarterly basis, to ensure compliance with the program
criteria/guidelines. For the avoidance of doubt, any automated
process developed in this regard shall be deemed Digital River Core
Technology, and shall not be Symantecs intellectual property.iii.
    
    Use commercially reasonable efforts to identify and immediately
terminate fraudulent Affiliates and Affiliate Network Partners who
cease complying with the applicable guidelines/criteria, reporting
the same to Symantec writing within forty eight (48) hours of
termination. Digital River shall comply with the fraud prevention
policy and termination requirements mandated by the Agreementiv.
    
    Create and deploy periodic affiliate newsletters highlighting new
products, new releases, promotions, etc.v.
    
    Manage Affiliate transactions and/or chargesvi.
    
    Review order transactions and decline orders, if necessary.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 112




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vii.
    
    Identify and manage fraudulent transactions consistent with its obligations
under the Agreement. In addition, Digital River will use commercially
reasonable efforts to report fraudulent or misleading content, of which it
becomes aware, to Symantec. For the avoidance of doubt, DR shall not have an
affirmative obligation to manually screen Affiliates in order to discover and
report potentially fraudulent or misleading content to Symantec.viii.
    
    Digital River will identify returned
orders and will, to the maximum extent
possible under the applicable ANP
agreement, delete these transactions from
Affiliate commission payments. (Depending
mostly on the timing of the return,
certain Affiliate commissions related to
returned items cannot be cancelled, but
must be adjusted immediately thereafter.)
 i.
    
    Funding. Digital River will make all payments to Affiliate Network Providers
and Affiliates, and (where applicable) maintain appropriate levels of funding for Affiliate
commission payments at the Affiliate Network Providers.j.
    
    Account Set Up/Maintenance.
 i.
    
    To the extent permitted by Symantecs contract with each Affiliate Network
Provider, Digital River will set up and maintain all necessary accounts with Affiliate
Network Providers in Symantecs name.ii.
    
    Digital River will place the necessary tracking tags on Symantec confirmation
pages hosted by Digital River.
 k.
    
    Reporting. Digital River will provide weekly reports summarizing gross sales,
commissions paid, network provider transaction fees paid, additional fees paid, Net Sales,
number of Affiliates which is then broken down by the number of active Affiliates and
terminated Affiliates. Reporting and tracking shall include, but not be limited to,
impressions, clickthroughs, number of sales, and compensation earned (roll up views with
historical data log). Digital River must provide the Affiliates with view reporting
through their respective Affiliate Network Partner. Provided DR obtains reporting from
other Affiliate Network Partners, if required, all reporting must run no later than a two
(2) to three (3) hour time lag. Digital River must also provide Symantec online access to all information
consolidated by Affiliate Network Partners.l.
    
    Interference with Symantec Business Prospects. Except as otherwise stated in
this Exhibit, Digital River acknowledges that the purpose of the Symantec Affiliate Program
is to establish affiliate marketing relationships with Affiliates and Affiliate Network
Partners, as well as resulting Referral Customers, that Symantec would not otherwise reach
through its other sales channels, which includes, but are not limited to, the various
Symantec partner programs and the Storefront. Digital River shall comply with this
purpose, and will not operate the Symantec Affiliate Program in any manner that would
interfere with Symantecs ability to engage in direct contractual relationships with
certain entities or Referral Customers. Symantec shall establish a process by which it
will evaluate potential affiliates and Affiliate Network Partners on the basis of size, as
well as appropriateness of the potential Affiliate Partners and Affiliate Network Partners
site content or products. Digital River acknowledges that the target group of Affiliate
Network Partners and Affiliates will not include those that Symantec may wish to pursue a
direct relationship and will be evaluated and classified by Symantec in relation to
vertical market synergies and strategic value in Symantecs sole discretion.m.
    
    Cookie Tracking Methodology. Digital River shall not allow any Affiliate
Network Partner or Affiliate Partner to insert any type of a tracking method or tracking
data on any of the links for the Symantec Program or on any pages of Symantecs Storefront,
which would allow a session to be permanent or otherwise allow an entity to : (i) take
control of a browser in use by a potential Referral Customer; (ii)
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 113




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n.
    
    Spam/Adware/Scumware. Symantec must approve the language, and frequency, of
email distributions to Affiliate Partners or Affiliate Partner prospects; provided that
Symantec may provide Digital River with a database of pre-approved content, which Digital
River may use without approval for such content. Except as otherwise provided for under
the Agreement, under no circumstances will Digital River email end users, as compared to
Affiliate Partners, directly. Digital River shall not violate the Symantec e-mail
distribution policies currently required by the Agreement or any applicable anti-spam laws
or regulations and will indemnify and hold Symantec harmless for any violations thereof to
the same extent set forth in the underlying Agreement. Digital River shall also monitor,
and to the extent they become aware of it, report any use of adware/scumware by Affiliates
or ANPs, and refrain from using the same on the Storefront or as part of the Symantec
Program.o.
    
    Screening Process.
 i.
    
    Symantec shall directly contract with its own Affiliate Network Partners.
Digital River shall not be involved or participate in those discussions or matters and
shall not interfere with the same.ii.
    
    Digital River will use the Screening Criteria to perform an initial screen of
each potential affiliate, subject to update by Symantec from time to time at its sole
discretion. All potential affiliate recruitment processes must be preapproved in writing
by Symantec. Symantec will be involved in the screening and acceptance process for all
potential affiliates. Symantec will provide Digital River with the screening criteria
and guidelines (the Screening Criteria) to incorporate in an affiliate agreement that
Digital River may share with the Affiliate Network Partners. Digital River will use the
Screening Criteria to select Affiliates; provided that, notwithstanding anything to the
contrary: (a) Symantec will have final control over the ongoing participation of each
Affiliate in the Symantec Affiliate Program; and (b) Except as otherwise limited herein
or as limited elsewhere in this Agreement, Symantec may, at any time, choose to engage a
certain Affiliate in a direct contractual relationship, which would remove such an
Affiliate from the Symantec Affiliate Program. Subject to any contractual limitations
with the given Affiliate or ANP, Symantec shall have the right to refuse or to terminate
any Affiliate relationship, or to take any action to restrict access to, or of
availability of objectionable material, inaccurate listings, unlawful items or any items
prohibited in the guidelines of the Affiliate agreement. Symantec may update and change
the Screening Criteria and guidelines, as well as the terms for Affiliate agreements,
without prior notice at any time.
 p.
    
    Affiliate Partner agreement terms/guidelines. Either Symantec or DR will
create, but Symantec will have final approval of, all the contractual requirements a
potential affiliate must accept in order to participate in the Symantec Affiliate Program.q.
    
    Contracting Process. Except as otherwise provided for in this Agreement,
Symantec will determine the process by which potential affiliates will apply to the
Symantec Affiliate Program and who are to be contracted with, subject to modifications as
provided by Symantec from time to time.r.
    
    Sufficient Information to Perform. Symantec shall provide DR with sufficient
information  related to DRs obligations to perform the Symantec Program Services 
regarding Symantecs contractual obligations with each Affiliate Network Provider to permit
DR to discharge its obligations, and
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 114




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##### 



II. Term
  III. Pricing/Fees
 a.
    
    Pass Through Fees. Only those network fees that Symantec has
separately agreed to in a signed contract with the Affiliate Network Partner may be
passed through to Symantec. The payment shall be made on a monthly basis. To the
extent DR is making payments to Affiliates or Affiliate Network Partners on Symantecs
behalf, Symantec shall provide sufficient information for DR to make the correct
payment to each Affiliate or Affiliate Network Partner, as applicable.b.
    
    Affiliate Management Amount. As payment for the Symantec Program
Services provided by Digital River, Symantec will pay Digital River a value added
service amount equal to [*] of the product sales of Symantec Products  and not for
any purchases of third party product sold together with the Symantec Product as a
bundle  through the Storefront, which purchases are directly traceable to End Users
who click through to the Storefront as a direct result of the Symantec Program Services, and not as a result of any other web site or method (the Affiliate
Management Amount). Digital River must track and report to Symantec the product
sales resulting from the Symantec Program Services, in a manner and format reasonably
acceptable to Symantec. For the avoidance of doubt, Symantec will not pay Digital River
any other amounts for the Symantec Program Services; however, Digital River will also be
entitled to its [*] for each sale.
 IV. Authorization
  
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 115




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##### 



Attachment 1 to Exhibit L
 
 1.
    
    Term. Unless otherwise terminated earlier by Symantec pursuant to the Agreement, the
term for the Blue Hornet Services will follow that defined in the Agreement between Digital
River and Symantec.
 2.
    
    The Blue Hornet Services. Symantec will have access to the features and functions as
defined above thorough Digital Rivers BlueHornet email Technology (or similar technology):
 a.
    
    Permission-Based Data Collection & Managementb.
    
    Email Creation Toolsc.
    
    Dynamic Contentd.
    
    Viral Marketing Technologye.
    
    Smart List Builder & Management Toolsf.
    
    Sub-Account Controlsg.
    
    Event Triggered Messagingh.
    
    Campaign & Cross-Campaign Reportingi.
    
    QuickStart Program Services  Enterprise Service Levelj.
    
    Campaign Management Services  Basic Levelk.
    
    Delivery Management Services  Enterprise Levell.
    
    Delivery Optimization Analysis and Reporting Servicesm.
    
    Online Brand Tracking Reportn.
    
    Viral Marketing and Online Loyalty Programs and Toolso.
    
    . Name Capture Optimization/List Managementp.
    
    Campaign optimization
 3.
    
    Creative Services. Creative Services, means complete development services, the
creation of content, functionality, template design, and/or copywriting. Creative Services
will also include any similar service that is provided by Digital River or Blue Hornet as a
part of the Blue Hornet services to their other customers. Notwithstanding the foregoing,
Symantec is responsible for providing Digital River or Blue Hornet all background marketing
assets, such as box shots or marketing content, for campaigns created by Digital River or Blue
Hornet.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 116




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a.
    
    Included in the Blue Hornet Service Fee: Creative Services for any online
collateral or materials, which includes all collateral or materials to be used in
electronic marketing efforts, or marketing efforts that are accessed by, or offered
through, a computer, a computer network or the Internet.b.
    
    Not Included in the Blue Hornet Service Fee: Creative Services for any
offline collateral or materials, that is, collateral or materials that cannot be offered
electronically, or through a computer, a computer network, or the Internet. If a
Creative Service is not included in the Blue Hornet Service Fee, then each such
engagement and scope will be customized to meet specific client deliverables, goals and
requirements. Pricing will be based on a time and materials basis at Symantecs
contracted per hour rate. Fixed price quotes are available.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 117




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EXHIBIT M
 Sample Symantec Store Site and/or Partnership Initiation or Modification Form
 The Symantec E-commerce Site Coordinator is responsible for tracking and
delivering one (1) original, fully executed copy of this Form to Symantec Legal Department, to be
stamped as accepted by the Legal Department, and filed as part of the Agreement. Agreement
 PART I: Partner Information, Symantec Business Development Representatives Information
and Symantecs E-commerce Site Coordinator Approval.
 1.
    
    Partner Information:
 
 
 
 
 2.
    
    Name of Symantec Business Development Representative owning the Partner relationship from outside of GOS:
 
 
 
 3.
    
    Name of Symantec Store Manager managing the Partner Relationship:
 4.
    
    Symantec E-commerce Site Coordinator Approval ([*], or the Senior Group Manager Online
Partnerships, or higher, Global Online Sales) to sign form  coordinating with [*], [*]
(APAC) & [*] (LAM) for partnerships outside North America):
 I hereby verify that all the necessary information has been provided on this Form and all
deviations from the standard approach have been discussed with and approved by Digital River.
 
  
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 118




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##### 



PART II: Description of Promotion and Category of Partner Relationship. Please explain the
promotion below.
 1.
    
    Type of Promotion (check one):
 a.
    
    o
    
    Download Site Only (i.e., for hosting OEM or Limited Subscriptions Builds)b.
    
    o
    
    New Generic Store (only Symantec Marks) with a separate Site Identification (SID)c.
    
    o
    
    New Co-branded Store (Both Symantec and Partner Marks) with a separate SIDd.
    
    o
    
    API tracking to existing country store SID or Partner Store SID pagee.
    
    o
    
    API tracking with a unique entry page to existing SIDf.
    
    o
    
    OEM build revenue share tracking via SKU from Renewal Center (skip to Question 13)g.
    
    o
    
    Intersite partnership with DR network (DR allows a link on the Partners site, purchase
takes place on Symantec site and DR handles payments to third party)h.
    
    o
    
    New Reporting Site ID for use in tracking transactions on current country stores.i.
    
    o
    
    CID tracking with a unique entry page to an existing store SID or to a Partner Store
SID page. Please note, this will require a unique SID for reporting purposes if the
partner does not already have a SID or if the revenue share percentage differs from what is
paid for other existing upsell business with this account (this can be ecommerce SID or a
reporting SID). For details on how to submit your part CIDs for tracking, please contact
your applicable GOS representative.
 2.
    
    Type of Sales Transaction Involved (check one):
 a.
    
    o Direct Sale by Symantec If checked, Digital River shall create, launch and host the
Site in return for the per transaction or per download fee to be paid to Digital River,
as indicated in Part III, item 2. Under a Direct Sale, check here if boxed Symantec
Product is required to be delivered under this Direct Sale wherein Digital River shall be
paid ERP o and explain under what circumstances Digital River will provide boxed Symantec
Product to the Customer:b.
    
    o Standard resale transaction under the terms of the Agreement with Digital River. In
this situation, Digital River pays Symantec ERP and sets the pricing on the Site.
 3.
    
    Site Specifications and Requirements.The Site is to be built in accordance with the Specifications attached hereto as Exhibit M-1, which are hereby incorporated by
reference, with the look and feel indicated in the Specifications and the Site shall meet all
the requirements and functionality indicated in the Specifications, as well as the following
additional special requirements and functionality not otherwise indicated in the attached
Specification:
 
 4.
    
    Go Live Date and Anticipated Time Period Site to be Active.The Site is anticipated to be
active by the Partner per the terms of the Front End Agreement between Symantec and the
Partner until:  (date), which is subject to change by written notice to Digital
River by Symantec. The Go Live or Launch Date for Symantec, i.e. delivery of fully
functional, activated Site:
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 119




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##### 



5.
    
    Sales Promotion. Describe the sales promotion of the Partner and indicate all additional
requirements and special services required as part of the promo and the Site, such as any instant
rebates or electronic coupons:
 
    
    Does Symantec provide/pay for a [*] to Partners Customer purchase?: o Yes o No (check one)
    
    If Yes: Percentage [*] off MSRP:       %
    
    The Symantec Products on which the customer will receive a [*]:
    
    Describe any additional info specific to this promo:
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 120




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##### 



6. API Assignments (if using API tracking)
 a.
    
    API2: (REQUIRED: Partner Name, no spaces, example: Barclays_Bank)b.
    
    API3: (OPTIONAL: Program or other identifier)c.
    
    API4: (OPTIONAL: Program or other identifier)d.
    
    API5: (OPTIONAL: Program or other identifier)
 7. SID(s) to direct API to (example: 24876, 27645, 37771):
 8. Date URLs Needed to Go Live (this is provided by Symantec):
 
 9. Allowed URLs
  o o
 
 10. Telesales Promo (describe):
 11. Email Campaign Promo:
 12. Referring URL ):
 o o
 13. Revenue Share: o o
  a.
    
    Revenue Share Percentage: %b.
    
    Only pay Revenue Share if the Net Revenue is over $2,000 for the particular quarter in
question (no carry over of prior quarter numbers in this calculation): o Yes o No (check
one)c.
    
    The Symantec Products that Partner will receive a Revenue Share on:d.
    
    How will DR deliver the payment?
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 121




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##### 



o
 o
 o
 e.
    
    New Vendor Form completed and attached?
 o o
 f.
    
    EMEA Partner Site?
 o o
   Net Revenue  Reseller
 14. Reporting Requirements:
 a.
    
    Report Due Date to Symantec: Per the Agreement,a penetration report
is due by the tenth (10th) day of each month for the prior month sales, as well as a
Partner report quarterly by the fifteenth (15th) day after the end of the previous month,
for Symantecs review.b.
    
    Report Due Date to Partner: Per the Agreement, twenty (20) days after end
of calendar quarter along witha check if applicable.c.
    
    All reports must be sent to Symantec first for review and only after Symantec has
signed off, will Digital River deliver the report to the Partner at the designated
reporting address on page one: If different address is to be used, indicate here:d.
    
    Additional Reporting Requirements other than what is indicated in the Agreement.
Explain the exact components that differ from the terms of the Agreement, if any, and also
provide example:
 15. Effective Date for Partner Agreement:
 16. Retention Business under the Symantec Renewal Center.
  Vice President, Global Consumer and SMB Sales
 
 
 17. Emerging Market  Requires VP Global Online Sales Signature: o o
 
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 122




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##### 



PART III: This Part is to be completed by Digital River and signed and returned to the
Symantec E-commerce Site Coordinator.
 1.
    
    Basic Site Information.The Site has been set up with the following Site address, with the
following URLs:
 a.
    
    Site Address:b.
    
    URLs:c.
    
    URL 1:d.
    
    URL 2:e.
    
    URL 3:f.
    
    URL 4:g.
    
    URL 5:h.
    
    Referring (short) URL:i.
    
    Date URL(s) were sent or will be sent to Symantec:j.
    
    If so required, verification that only the Allowed URLs have access: o Yes o No (check
one)
 2.
    
    Direct Sale Per Transaction Fee: If Part II, Item 2.a is checked,Digital River hereby
agrees to a total fee per transaction as indicated for the Site if this Site is a direct
sale from Symantec to the Partner or Partners End Users and not a traditional resale
transaction:
 3.
    
    Signing and Returning the Form:Instructions to Digital River: Please return an original
signed copy of completed Site Initiation Form to the Symantec Site Coordinator via facsimile
and mail one copy with original signature within one week of receiving this request.
    
 
 
 4.
    
    For Future Use, Upon Completion of Site/Promo.When the promo is completed and the Site is
taken down with only a redirect message being launched, Digital River will complete the
following on its copy of the fully signed Form and provide the completed Form to The Symantec
E-commerce Site Coordinator no less than three (3) days prior to expiration of the Promo:
 a.
    
    Partner Name:b.
    
    Effective Date of Form under which this Site is initiated:  (date)c.
    
    The actual Promo has completed and no further sales activity is possible as of: 
(date)d.
    
    The Site will be completely disabled and a redirect message will be launched as of:
 (date); and shall continue
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 123




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##### 



*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 124




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##### 



Exhibit M-1
 
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 125




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##### 



EXHIBIT N
 Site Testing Standards And Criteria
 QA)
      
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 126




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##### 



EXHIBIT O
 Shipping and Handling Table
  Weight: 1-5 pounds.
 UPS Ground
    
    Lower 48Weight LB
    
    New 2005 Rate1
    
    $
    7.652
    
    $
    8.253
    
    $
    8.854
    
    $
    9.105
    
    $
    9.35
 USPS PRIORITY MAIL
    
    Lower 48Weight LB
    
    New 2005 Rate1
    
    $
    6.952
    
    $
    7.953
    
    $
    9.954
    
    $
    11.755
    
    $
    11.95
 USPS PRIORITY MAIL
    
    Alaska & HawaiiWeight LB
    
    New 2005 Rate1
    
    $
    6.952
    
    $
    8.453
    
    $
    11.254
    
    $
    13.105
    
    $
    14.95
 Purolator (Canada Only)Weight LB
    
    New 2005 Rate1
    
    $
    16.102
    
    $
    16.503
    
    $
    18.504
    
    $
    20.505
    
    $
    22.50
 UPS 2nd Day
    
    Lower 48Weight LB
    
    New 2005 Rate1
    
    $
    12.452
    
    $
    13.503
    
    $
    14.704
    
    $
    15.955
    
    $
    17.30
 UPS 2nd Day
    
    Alaska & HawaiiWeight LB
    
    New 2005 Rate1
    
    $
    17.652
    
    $
    19.203
    
    $
    20.654
    
    $
    22.105
    
    $
    23.85
 UPS 2nd Day
    
    Puerto RicoWeight LB
    
    New 2005 Rate1
    
    $
    17.952
    
    $
    19.553
    
    $
    21.004
    
    $
    22.555
    
    $
    24.35
 UPS OVERNIGHT
    
    Lower 48Weight LB
    
    New 2005 Rate1
    
    $
    15.102
    
    $
    16.103
    
    $
    18.054
    
    $
    18.955
    
    $
    19.95
 UPS OVERNIGHT
    
    Alaska & HawaiiWeight LB
    
    New 2005 Rate1
    
    $
    23.202
    
    $
    25.453
    
    $
    27.604
    
    $
    29.705
    
    $
    31.65
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as *. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 127




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UPS INTERNATIONAL
    
    CANADAWeight LB
    
    New 2005 Rate1
    
    $
    21.952
    
    $
    22.953
    
    $
    23.654
    
    $
    23.655
    
    $
    23.65
 UPS INTERNATIONAL
    
    S. AMERICAWeight LB
    
    New 2005 Rate1
    
    
    32.952
    
    
    33.953
    
    
    37.454
    
    
    38.955
    
    
    39.95
 UPS INTERNATIONAL
    
    EUROPEWeight LB
    
    New 2005 Rate1
    
    $
    33.952
    
    $
    36.353
    
    $
    38.954
    
    $
    39.955
    
    $
    40.95
 UPS INTERNATIONAL
    
    MIDDLE EASTWeight LB
    
    New 2005 Rate1
    
    $
    37.452
    
    $
    39.453
    
    $
    42.954
    
    $
    44.955
    
    $
    46.95
 UPS INTERNATIONAL
    
    JAPAN & ASIAWeight LB
    
    New 2005 Rate1
    
    $
    30.502
    
    $
    30.953
    
    $
    31.454
    
    $
    32.505
    
    $
    36.95
 UPS INTERNATIONAL
    
    AFRICAWeight LB
    
    New 2005 Rate1
    
    $
    47.952
    
    $
    57.953
    
    $
    64.954
    
    $
    72.455
    
    $
    81.95
 UPS INTERNATIONAL
    
    MEXICOWeight LB
    
    New 2005 Rate1
    
    $
    24.952
    
    $
    26.953
    
    $
    29.954
    
    $
    30.955
    
    $
    31.95
 UPS INTERNATIONAL
    
    CARIBBEANWeight LB
    
    New 2005 Rate1
    
    $
    32.952
    
    $
    33.453
    
    $
    33.954
    
    $
    34.955
    
    $
    37.45
 UPS INTERNATIONAL
    
    PUERTO RICOWeight LB
    
    New 2005 Rate1
    
    $
    26.952
    
    $
    28.953
    
    $
    31.954
    
    $
    32.955
    
    $
    33.95
 UPS INTERNATIONAL
    
    AUST  NZWeight LB
    
    New 2005 Rate1
    
    $
    32.952
    
    $
    33.253
    
    $
    33.454
    
    $
    33.955
    
    $
    34.95
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as *. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 128




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##### 



Weight: 6 pounds and higher.
 UPS GROUND
 Weight LB
    
    DOMESTIC6
    
    $
    8.957
    
    $
    9.958
    
    $
    10.459
    
    $
    10.7510
    
    $
    10.9515
    
    $
    12.2520
    
    $
    13.9525
    
    $
    15.7530
    
    $
    20.4550
    
    $
    24.9570
    
    $
    28.9590
    
    $
    53.95110
    
    $
    63.95130
    
    $
    72.95150
    
    $
    81.95
 Purolator (Canada Only)
 Weight LB
    
    PRICE6
    
    $
    21.957
    
    $
    22.958
    
    $
    23.959
    
    $
    24.9510
    
    $
    25.9515
    
    $
    36.9520
    
    $
    40.9525
    
    $
    41.9530
    
    $
    42.9550
    
    $
    92.9570
    
    $
    132.9590
    
    $
    165.95110
    
    $
    199.95130
    
    $
    232.95150
    
    $
    267.95
 USPS PRIORITY MAIL
 Weight LB
    
    Lower 48 States
    
    A & H6
    
    $
    15.45
    
    
    $
    17.957
    
    $
    16.45
    
    
    $
    19.958
    
    $
    16.95
    
    
    $
    21.959
    
    $
    17.45
    
    
    $
    22.4510
    
    $
    19.95
    
    
    $
    22.9515
    
    $
    26.95
    
    
    $
    36.9520
    
    $
    33.95
    
    
    $
    46.9525
    
    $
    40.95
    
    
    $
    49.9530
    
    $
    42.95
    
    
    $
    52.9550
    
    $
    76.95
    
    
    $
    109.9570
    
    $
    103.95
    
    
    $
    150.9590
    
    $
    134.95
    
    
    $
    195.95110
    
    $
    162.95
    
    
    $
    237.95130
    
    $
    189.95
    
    
    $
    279.95150
    
    $
    219.95
    
    
    $
    322.95
 FEDEX
 Weight LB
    
    Domestic
    
    A & H
    
    Canada
    
    S. America
    
    Europe
    
    Middle East
    
    Japan & Asia
    
    Africa
    
    Mexico
    
    Caribbean
    
    Puerto Rico
    
    AUST  NZ1
    
    $
    13.95
    
    
    $
    19.85
    
    
    $
    19.95
    
    
    $
    26.95
    
    
    $
    30.95
    
    
    $
    35.95
    
    
    $
    25.95
    
    
    $
    45.95
    
    
    $
    19.45
    
    
    $
    19.45
    
    
    $
    19.45
    
    
    $
    25.952
    
    $
    14.95
    
    
    $
    21.45
    
    
    $
    20.95
    
    
    $
    31.95
    
    
    $
    34.95
    
    
    $
    43.95
    
    
    $
    26.95
    
    
    $
    52.95
    
    
    $
    22.95
    
    
    $
    22.95
    
    
    $
    22.95
    
    
    $
    26.953
    
    $
    16.95
    
    
    $
    22.85
    
    
    $
    22.95
    
    
    $
    36.95
    
    
    $
    38.95
    
    
    $
    49.95
    
    
    $
    30.95
    
    
    $
    58.95
    
    
    $
    26.45
    
    
    $
    26.45
    
    
    $
    26.45
    
    
    $
    29.954
    
    $
    17.95
    
    
    $
    25.45
    
    
    $
    24.95
    
    
    $
    42.95
    
    
    $
    43.95
    
    
    $
    54.95
    
    
    $
    32.50
    
    
    $
    69.95
    
    
    $
    29.95
    
    
    $
    29.95
    
    
    $
    29.95
    
    
    $
    33.955
    
    $
    18.95
    
    
    $
    25.95
    
    
    $
    25.95
    
    
    $
    46.95
    
    
    $
    45.95
    
    
    $
    60.95
    
    
    $
    36.95
    
    
    $
    70.95
    
    
    $
    33.45
    
    
    $
    33.45
    
    
    $
    33.45
    
    
    $
    34.95
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 129




---



##### 



Weight LB
    
    Domestic
    
    A & H
    
    Canada
    
    S. America
    
    Europe
    
    Middle East
    
    Japan & Asia
    
    Africa
    
    Mexico
    
    Caribbean
    
    Puerto Rico
    
    AUST  NZ6
    
    $
    20.45
    
    
    $
    29.95
    
    
    $
    27.95
    
    
    $
    58.95
    
    
    $
    46.95
    
    
    $
    62.95
    
    
    $
    43.95
    
    
    $
    82.95
    
    
    $
    36.95
    
    
    $
    36.95
    
    
    $
    36.95
    
    
    $
    41.957
    
    $
    21.95
    
    
    $
    30.45
    
    
    $
    28.45
    
    
    $
    59.95
    
    
    $
    47.95
    
    
    $
    66.95
    
    
    $
    45.95
    
    
    $
    88.95
    
    
    $
    40.45
    
    
    $
    40.45
    
    
    $
    40.45
    
    
    $
    42.958
    
    $
    22.95
    
    
    $
    30.95
    
    
    $
    28.95
    
    
    $
    60.95
    
    
    $
    50.45
    
    
    $
    70.95
    
    
    $
    47.95
    
    
    $
    89.95
    
    
    $
    43.95
    
    
    $
    43.95
    
    
    $
    43.95
    
    
    $
    44.959
    
    $
    24.45
    
    
    $
    31.45
    
    
    $
    29.45
    
    
    $
    61.45
    
    
    $
    54.95
    
    
    $
    74.95
    
    
    $
    50.45
    
    
    $
    90.95
    
    
    $
    47.45
    
    
    $
    47.45
    
    
    $
    47.45
    
    
    $
    45.4510
    
    $
    25.95
    
    
    $
    31.95
    
    
    $
    29.95
    
    
    $
    61.95
    
    
    $
    56.95
    
    
    $
    78.95
    
    
    $
    50.95
    
    
    $
    91.95
    
    
    $
    47.95
    
    
    $
    49.45
    
    
    $
    43.95
    
    
    $
    45.9515
    
    $
    30.95
    
    
    $
    46.95
    
    
    $
    43.95
    
    
    $
    120.95
    
    
    $
    65.95
    
    
    $
    82.95
    
    
    $
    62.95
    
    
    $
    140.95
    
    
    $
    60.45
    
    
    $
    61.45
    
    
    $
    54.45
    
    
    $
    80.9520
    
    $
    34.95
    
    
    $
    48.95
    
    
    $
    46.95
    
    
    $
    123.95
    
    
    $
    89.95
    
    
    $
    136.95
    
    
    $
    93.95
    
    
    $
    170.95
    
    
    $
    83.45
    
    
    $
    83.45
    
    
    $
    61.95
    
    
    $
    87.9525
    
    $
    38.95
    
    
    $
    50.95
    
    
    $
    47.95
    
    
    $
    124.95
    
    
    $
    90.95
    
    
    $
    154.95
    
    
    $
    98.45
    
    
    $
    172.95
    
    
    $
    86.95
    
    
    $
    86.95
    
    
    $
    68.45
    
    
    $
    88.4530
    
    $
    43.55
    
    
    $
    51.95
    
    
    $
    48.95
    
    
    $
    125.95
    
    
    $
    92.95
    
    
    $
    174.95
    
    
    $
    98.95
    
    
    $
    174.95
    
    
    $
    88.95
    
    
    $
    88.95
    
    
    $
    74.95
    
    
    $
    88.9550
    
    $
    61.95
    
    
    $
    103.95
    
    
    $
    117.95
    
    
    $
    365.95
    
    
    $
    192.95
    
    
    $
    240.95
    
    
    $
    184.95
    
    
    $
    378.45
    
    
    $
    129.45
    
    
    $
    199.45
    
    
    $
    107.95
    
    
    $
    241.9570
    
    $
    81.95
    
    
    $
    143.95
    
    
    $
    141.95
    
    
    $
    468.95
    
    
    $
    252.45
    
    
    $
    319.95
    
    
    $
    241.95
    
    
    $
    488.95
    
    
    $
    155.95
    
    
    $
    258.95
    
    
    $
    149.95
    
    
    $
    319.9590
    
    $
    106.25
    
    
    $
    186.95
    
    
    $
    164.95
    
    
    $
    556.95
    
    
    $
    311.95
    
    
    $
    398.45
    
    
    $
    298.95
    
    
    $
    603.95
    
    
    $
    176.95
    
    
    $
    313.45
    
    
    $
    192.95
    
    
    $
    398.95110
    
    $
    127.45
    
    
    $
    228.95
    
    
    $
    193.95
    
    
    $
    632.95
    
    
    $
    375.45
    
    
    $
    476.95
    
    
    $
    359.95
    
    
    $
    725.45
    
    
    $
    204.95
    
    
    $
    372.95
    
    
    $
    235.95
    
    
    $
    476.95130
    
    $
    149.95
    
    
    $
    268.95
    
    
    $
    228.95
    
    
    $
    714.95
    
    
    $
    441.95
    
    
    $
    555.95
    
    
    $
    423.95
    
    
    $
    854.95
    
    
    $
    240.95
    
    
    $
    437.95
    
    
    $
    277.45
    
    
    $
    555.95150
    
    $
    172.95
    
    
    $
    308.95
    
    
    $
    263.45
    
    
    $
    799.95
    
    
    $
    506.45
    
    
    $
    635.45
    
    
    $
    484.95
    
    
    $
    983.95
    
    
    $
    276.95
    
    
    $
    502.95
    
    
    $
    319.95
    
    
    $
    635.95
   Shipping Locations for Packaged Symantec Products Purchased through the Puerto Rico and the Caribbean Sub-site
                 Shipping Locations for Packaged Symantec Products Purchased through the Puerto Rico and the
Caribbean Sub-site (Continued)
   
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 130




---



##### 



*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 131




---



##### 



EXHIBIT P
Product
 Text of message to be provided to Customers prior to downloading Try/Buy Symantec Products
       
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 132




---



##### 



EXHIBIT Q
URL Structure Requirements
 1.
    
    In order for Symantec to effectively use the Fireclick Technology, as well as certain
search engine optimization services, it is necessary for Symantec URLs to follow the below
requirements. As a result, Digital River will ensure that all Symantec URLS meet the below
requirements.2.
    
    Examples of Symantec STORE URLs that are unacceptable:[*][*]3.
    
    Examples of STORE URLs, outside of Symantec, that are acceptable:http://www.macromedia.com/cfusion/store/index.cfm?store=OLS-UShttp://www.macromedia.com/cfusion/store/index.cfm?store=OLS-US#view=ols_prod&loc=en_us&store=OLS-US&category=/Software/Development/StandAlones/Captivate&distributionMethod=FULL4.
    
    Examples of Symantec CORP URLs that are acceptable:http://www.symantec.com/small_business/products/detail/requirements.jsp?cat_id=1030&prod_id=60015.
    
    As a general matter, after .com Symantec requires consistent and clean variables. The
below are provided solely as examples  and do not cover all possible variables that Symantec
does not want included in its URL structures. If in doubt regarding whether or not a
particular variable is acceptable, Digital River will confirm with either of the Primary
Contacts listed in Exhibit X prior tothe inclusion of such a variable.Sat 1
Sat 2
V2
Ec_Main_Entry
SP=10007
V5=31033611
&S1=
&S2=
&S3=
&S4=
&S5=
&V2=
&V3=
&V4=
&DSP=
0&CUR=840
&PGRP=0
&CACHE_ID=0
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 133




---



##### 



EXHIBIT R
Symantec Products and List Prices
   
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 134




---



##### 



Exhibit S  Customer Support Services
  Customer Support Services
 a.
    
    Answer inquiries regarding order transactions and status by e-mail and/or telephone.b.
    
    Answer End Users e-mail inquiries.c.
    
    Respond to failed credit card transactions inquiries.d.
    
    Process Internet and telephone orders with all payment options listed in Exhibit Ee.
    
    Respond to failed download inquiries.f.
    
    Respond to order disputes and billing questions.g.
    
    Answer pricing questions.h.
    
    Resolve authentication problem inquiries.i.
    
    Respond to subscribe and unsubscribe requests from Customers regarding broadcast
e-mail messages on product upgrades and updates, online technical notes, and newsletters
and promotions that are sent by Digital River.j.
    
    Respond to return and refund credit requests in accordance with the policy set forth in
the applicable Symantec Product EULA.k.
    
    Include Symantec in Digital Rivers Chat Support beta program (or the equivalent
thereof in the event of a name change) at no additional cost to Symantec.
 Online Support
 To End Users
 To Symantec
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the Securities
and Exchange Commission. 135




---



##### 



Maximum Customer Service Expense Net Sales, Customer Service Expense Internal Customer Service Costs
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
*. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 136




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##### 



EXHIBIT T
Purchase Order Format
 
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 137




---



##### 



Exhibit U
List of SubSites
 Sites to be shut down:
 Inactive SitesPartnerships team to work with DR to close down
 Dealer
    
    Affiliates / Partner27940
    
    Symantec Brightmail34175
    
    Symantec Bell South41168
    
    Symantec Telewest41187
    
    Symantec BTOW for Business41188
    
    Symantec BTOW for Consumers42665
    
    Symantec NEC43365
    
    Symantec Tiscali UK46205
    
    Symantec Tiscali Germany46206
    
    Symantec Tiscali France46207
    
    Symantec Tiscali Italy46208
    
    Symantec Chello49887
    
    Symantec Cojeco49951
    
    Symantec Cojeco French49995
    
    Symantec Netbank49996
    
    Symantec MSN Germany49992
    
    Symantec Tiscali Belgium Nederland (NL)49993
    
    Symantec Tiscali Belgium French (FR)53297
    
    Symantec CMIT49929
    
    Symantec Westpak???49930
    
    Symantec HSBCtbd
    
    Symantec Westpak (Pacific)tbd
    
    Symantec HSBC (Pacific)49936
    
    Symantec EPPP 10%49937
    
    Symantec EPPP 20%49938
    
    Symantec EPPP 30%49939
    
    Symantec EPPP 40%49941
    
    Symantec PartnerNetOEMs49946
    
    Symantec Snap49947
    
    Symantec Evesham49948
    
    Symantec Watford49947
    
    Symantec Evesham49948
    
    Symantec Watford
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 138




---



##### 



Active Sites  Download Sites:
 
    
    Yahoo! NIS 30-day in U.S.
    
    Yahoo NIS 60-day in FR
    
    Yahoo NIS 60-day in GE
    
    Yahoo NIS 60-day in IT
    
    Yahoo NIS 60-day in SL
    
    Adobe NIS 60-day in U.S.
    
    Adobe NIS 60-day in FR
    
    Adobe NIS 60-day in GE
    
    Adobe NIS 60-day in JPN (hosted by SBT)
    
    Accoona NIS 60-day in U.S.
    
    Fidelity NIS 90-day in U.S.
    
    TD Bank NIS, NAV, NPF In EN and FR
    
    E*trade NIS 60-day in U.S.
    
    Telstra NIS 60-day only APAC
    
    Google NAV 05 special edition in 12 languages
    
    Wayport
 Additional Partner Pages
 
    
    La Caixa
    
    Nokia
    
    Generic SMB Renewal Site
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.


139



---



##### 



Affiliate/Partner Sites26492
    
    Symantec Yahoo49949
    
    Symantec TD Bank49265
    
    Symantec Earthlink49953
    
    Symantec Fidelity49931
    
    Symantec OCSP 10%49932
    
    Symantec OCSP 20%49933
    
    Symantec OCSP 30%49934
    
    Symantec OCSP 40%49935
    
    Symantec SBC (used to be Partner Net)OEM Sites37771
    
    Symantec Generic38512
    
    Symantec HP Mobile38612
    
    Symantec Compaq38613
    
    Symantec Gateway38614
    
    Symantec Sony38674
    
    Symantec Micron38872
    
    Symantec Dell40586
    
    Symantec HP CPC43485
    
    Symantec eMachines43486
    
    Symantec Intel47925
    
    Symantec Scientific Atlantic48146
    
    Symantec Lynksys48405
    
    Symantec Sony Europe UK48406
    
    Symantec Sony Europe Germany48407
    
    Symantec Sony Europe France48408
    
    Symantec Sony Europe Italy49950
    
    Symantec Toshiba America Info Systems49952
    
    Symantec HP BPC49950
    
    Symantec Toshiba America Info Systems49952
    
    Symantec HP BPC
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.


140



---



##### 



Host Metro
 50905
    
    Symantec Metropolis  Consumer Products (including multi-user packs)50906
    
    Symantec Metropolis  VLP-Media Media Packs, License products, and Maintenance for License products50907
    
    Symantec Metropolis  Maintenance for Multi User Packs (for small biz)Host Legacy6715
    
    Symantec Corp35335
    
    Symantec VLP and Media Packs Retail27687
    
    Symantec Maintenance ProductsDealer Metro49997
    
    Symantec Metropolis  Home/Home Office49998
    
    Symantec Metropolis  Small Biz49999
    
    Symantec Metropolis  Enterprise51185
    
    Symantec Metropolis  Government  Enterprise51186
    
    Symantec Metropolis  Government  Small Business
 Dealer
    
    North America27674
    
    Symantec US27677
    
    Symantec Canada  English27678
    
    Symantec Canada  Francais42305
    
    Symantec Call Center69059
    
    Symantec Free Trial Program
 Dealer
    
    EMEA27679
    
    Symantec Deutschland27680
    
    Symantec Nordic27681
    
    Symantec France27682
    
    Symantec Italia27683
    
    Symantec Nederland27684
    
    Symantec Euro27685
    
    Symantec UK27686
    
    Symantec Middle East41185
    
    Symantec Espana49465
    
    Symantec Norway49466
    
    Symantec Sweden49467
    
    Symantec Denmark49468
    
    Symantec Finland
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as *. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 141




---



##### 



Dealer
    
    APAC27688
    
    Symantec Asia Pacific (English)symantkr
    
    Symantec Korea (Pacific)symanhk
    
    Symantec Hong Kong (Pacific)symantw
    
    Symantec Tawain (Pacific)72709
    
    Symantec South Asiasymantch
    
    Symantec China
 Dealer
    
    LAM27675
    
    Symantec America Latina27676
    
    Symantec Brasil41186
    
    Symantec Puerto Rico49970
    
    Symantec Puerto Rico HHO49971
    
    Symantec Puerto Rico SMB49972
    
    Symantec Puerto Rico ENT
 Dealer
    
    Affiliates / Partner26492
    
    Symantec Yahoo27940
    
    Symantec Brightmail34175
    
    Symantec Bell South41168
    
    Symantec Telewest41187
    
    Symantec BTOW for Business41188
    
    Symantec BTOW for Consumers42665
    
    Symantec NEC43365
    
    Symantec Tiscali UK46205
    
    Symantec Tiscali Germany46206
    
    Symantec Tiscali France46207
    
    Symantec Tiscali Italy46208
    
    Symantec Chello49887
    
    Symantec Cojeco49951
    
    Symantec Cojeco French49949
    
    Symantec TD Bank49995
    
    Symantec Netbank49996
    
    Symantec MSN Germany49992
    
    Symantec Tiscali Belgium Nederland (NL)49993
    
    Symantec Tiscali Belgium French (FR)53297
    
    Symantec CMIT49265
    
    Symantec Earthlink49953
    
    Symantec Fidelity49929
    
    Symantec Westpak49930
    
    Symantec HSBCtbd
    
    Symantec Westpak (Pacific)tbd
    
    Symantec HSBC (Pacific)49931
    
    Symantec OCSP 10%
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as *. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 142




---



##### 



Dealer
    
    Affiliates / Partner49932
    
    Symantec OCSP 20%49933
    
    Symantec OCSP 30%49934
    
    Symantec OCSP 40%49935
    
    Symantec SBC (used to be Partner Net)49936
    
    Symantec EPPP 10%49937
    
    Symantec EPPP 20%49938
    
    Symantec EPPP 30%49939
    
    Symantec EPPP 40%49941
    
    Symantec PartnerNet
 Dealer
    
    Subscriptions40405
    
    Symantec English Subscriptions40406
    
    Symantec German Subscriptions40407
    
    Symantec French Subscriptions40408
    
    Symantec Italian Subscriptions40409
    
    Symantec Nederlands Subscriptions49886
    
    Symantec Chile Subs
 Dealer
    
    OEMs37771
    
    Symantec Generic38512
    
    Symantec HP Mobile38612
    
    Symantec Compaq38613
    
    Symantec Gateway38614
    
    Symantec Sony38674
    
    Symantec Micro38872
    
    Symantec Dell40586
    
    Symantec HP CPC43485
    
    Symantec eMachines43486
    
    Symantec Intel47925
    
    Symantec Scientific Atlantic48146
    
    Symantec Lynksys48405
    
    Symantec Sony Europe UK48406
    
    Symantec Sony Europe Germany48407
    
    Symantec Sony Europe France48408
    
    Symantec Sony Europe Italy49946
    
    Symantec Snap49947
    
    Symantec Evesham49948
    
    Symantec Watford49950
    
    Symantec Toshiba America Info Systems49952
    
    Symantec HP BPC
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as *. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 143




---



##### 



Dealer
    
    I-Store48125
    
    Symantec I-Store49925
    
    Symantec Germany i-Store49926
    
    Symantec Italy i-Store49927
    
    Symantec France i-Store49928
    
    Symantec Nederland I-Store57578
    
    Symantec iStore Enterprise Admin Products49992
    
    Symantec iStore SMB49993
    
    Symantec iStore ENT49942
    
    ?  Amy istore copy 9/27/0549943
    
    ?  Amy istore copy 9/27/05
 Atlantic Pacific SID Nitro Mapping SIDs
 49990
    
    49990 Symantec Hong Kong English <Nitro Mapping SID>
 Additional Sites not mentioned above:
 
    
    50727 Metro Shared Shopping Cart (this site is used for reporting purposes
only, sales from 49997-49999 funnel into this site after nightly processing)
    
    69559 Metropolis  Small Biz iStore
    
    symanlam Puerto Rico (these are the new Pacific LAM sites that are scheduled to launch shortly)
    
    symanbr Brasil
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated
as *. A complete version of this exhibit has been filed separately with the Securities and
Exchange Commission. 144




---



##### 



Exhibit V
Destruction of Obsolete or Defective Product
 Digital River Destruction Process:
 1.
    
    Schedule. Digital River will destroy obsolete and/or defective product a minimum of
twice a year.2.
    
    Notification. The Symantec GOS Operations Specialist will notify Digital Rivers
warehouse which products need to be removed from the warehouse.
 a.
    
    The Symantec GOS Operations Specialist will review the most current stock status report
and highlight which products are discontinued and need to be destroyed.b.
    
    Once the destruction list has been completed  the Symantec GOS Operations Specialist
will send the list to the Symantec Regional Storefront Managers for their approval.c.
    
    Once the Symantec Regional Storefront Managers have approved, the Symantec GOS
Operations Specialist will send Digital River the finalized list of Symantec products to be
destroyed.
 3.
    
    Preparation. Digital River will prepare the discontinued products for destruction.
 a.
    
    Digital Rivers warehouse will comply with the destruction list sent by the Symantec
GOS Operations Specialist and pallet all obsolete, damaged and discontinued products.b.
    
    Digital River will add any damaged products to the destruction list and send the list
back to the Symantec GOS Operations Specialist for review and approval.
 4.
    
    Final Approval. Symantec Regional Storefront Managers and the Symantec GOS Operation
Specialist must approve Digital Rivers updated destruction list before the subject products
can be removed from the warehouse and destroyed.5.
    
    Deadline. Digital River has thirty days from the final approval date to remove and
destroy the products.6.
    
    Subcontracting. Digital River may subcontract the actual destruction of the product
so long as: (i) Digital River subcontracts to a pre-approved Symantec Destruction Provider;
(ii) Digital River represents and warrants that the subcontractors performance hereunder will
comply with all terms and conditions of this Exhibit and the Agreement, as applicable; (iii)
Digital River will be fully responsible for the performance of the subcontractor under the
terms of this Exhibit and the Agreement and shall remedy any noncompliance thereunder; and
(iv) any failure regarding an obligation under this Exhibit or the Agreement belonging to
Subcontractor will be considered Digital Rivers failure under the Exhibit or the
Agreement.
 a.
    
    The subcontractor will provide Digital River with a certificate of destruction.b.
    
    This certificate will then be sent to the OSG RMA team.
 7.
    
    Certifications. See the Attachment 1 to this Exhibit V for the certificates that
Digital River will need to provide to the Symantec OSG RMA team after it has gathered all
products that need to be destroyed.
 Digital River  One off destruction process
  
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as *. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 145




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Attachment 1
Field Destruction Certificate
   Product Name
    
    Version Number
    
    
    Total Quantity Destroyed
    
    
    Date Destroyed
  Digital River Contact Information
 Name:Title:Date:Signature:
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 146




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Attachment 2
Certification of Software Destruction
    Date Received
    
    Product Name/Version #
    
    
    Qty
    
    
    Reason
  Digital River Contact Information
 Name:Title:Date:Signature:
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 147




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EXHIBIT W
 Symantec Policy:
Refunds Requested More than Sixty Days from Purchase
  1.
    
    Refunds Requested More than Sixty Days from Purchase.
 a.
    
    Policy. Symantecs policy is to refuse refunds when a refund is requested more
than sixty (60) days from purchase. Nonetheless, Symantec understands that exceptions
should be considered in some circumstances. Digital River must always initially deny
refund requests that are made after sixty (60) days of purchase; however, in the event of
customer escalation, exceptions can be made for the following reasons:
 i.
    
    Processing error by Digital River;ii.
    
    Faxed LOD not received by Digital River;iii.
    
    Duplicate order with Digital River (Purchases made with other resellers do not qualify);iv.
    
    Other Symantec Support Partner Recovery Case involving a Digital River order.
 b.
    
    Other Exceptions. Other exceptions will be considered upon request, as necessary. Requests must be communicated to the
Digital River Symantec Account Liaison, who will request further approvals from Symantecs Global Online Sales Customer
Support Manager.c.
    
    Refunds Requested More than Ninety Days from Purchase. Refunds requested more than ninety (90) days from purchase are not
to be processed without prior approvals from Symantecs Global Online Sales Customer Support Manager.
 2.
    
    SMB/License/Maintenance/Appliance Refund Requests.
 a.
    
    Policy. Symantecs policy is to refuse refunds when a refund is requested
returned more than sixty (60) days from purchase. Nonetheless, Symantec understands that
exceptions should be considered in some circumstances. Digital River must always initially
deny SMB/License/Maintenance/Appliance refund requests that are made after sixty (60) days
of purchase; however, in the event of customer escalation, exceptions can be made for the
following reasons:
 i.
    
    Processing error by Digital River, including customer not being told during
phone order that the order is non-refundable;ii.
    
    Customer ordered wrong product, and wishes to get refund and reorder the correct product;iii.
    
    Duplicate order with Digital River (Purchases made with other resellers do not qualify);iv.
    
    Other Symantec Support Partner Recovery Case involving a Digital River order.
 3.
    
    Installation Hard/Soft Count Reset Requests. Digital River is to approve and process
all Hard/Soft Count Reset requests made by customers until further instruction from Symantec.
Digital River Agents are to notify the Digital River Symantec Account Liaison with customer
information if an account is suspect to abuse  more than three (3) reset requests will be
considered by DR as suspected abuse. The Digital River Symantec Account Liaison will provide
suspected abuse cases and reset statistics to Symantecs Global Online Sales Customer Support
Manager.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 148




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Exhibit X
Customer Support Transition Schedule
  Transition Dates
   
    
    APAC English
    
    LAM
    
    Swedish
    
    APAC DBCS Countries
  
    
    Japan OEM
  
    
    EMEA English
    
    EMEA Languages    Dutch, German, Spanish, French, Italian
    
    French Canada
    
    (Japan other)
  
    
    NAM English
  
    
    Hebrew and Polish (Point to EMEA English on August 1)
  
    
    Danish Norwegian Finnish (Point to EMEA English on August 1)
 Phone Changes (numbers/IVR)
  
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 149




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Email Changes (Online Contacts)
   Online Support Experience (Web/Content)
   
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 150




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Back Office Activities
  i.e. i.e.
   Tools
 DRCC
  
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 151




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Symantec Support order tool
  Netfulfilment
  DSS
  Global Collect
  Tools Training
  
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 152




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EXHIBIT Y
 DRM Requirements and ESD Platform
 DRM REQUIREMENTS
 1.
    
    Posting Services. Vendor shall provide the following posting services:
 a.
    
    Posting Process. Upon receiving an updated Symantec Product list containing a
new Symantec Product, Vendor will retrieve the non-Commerce enabled Purchase First and
Try/Buy Symantec Products and related collateral, including the product executable, product
description, thumb nail and box shots, from [*] site. Vendor will Commerce Enable the
Symantec Products for Purchase First sale, and for Try/Buy download and subsequent sale,
from the [*]. Vendor will perform all necessary quality assurance to ensure that the
Purchase First and Try/Buy Symantec Products can be successfully purchased at the correct
price, and that the product can be successfully downloaded and installed. Following
receipt of an updated Symantec Product list containing a new Symantec Product, Vendor shall
Commerce Enable, test, and post the Purchase First and Try/Buy version live for sale on the
[*] within [*] business days. Vendor will also perform the following.
 i.
    
    Commerce enablement. Vendor shall commerce enable Symantec Purchase
First and Try/Buy products in appropriate localized languages.ii.
    
    Merchandising. Symantec will have final approval regarding not only
the merchandise space and content, but also all confirmation
procedures, to be presented to End Users during downloads.
Symantecs approval will not be unreasonably withheld or delayed.iii.
    
    Other Services. At Symantecs request and pursuant to the terms of a
separate SOW mutually agreed upon by the Parties, Vendor shall
provide commerce enabling services for Try/Buy products to be
distributed directly by Symantec or its partners.iv.
    
    Licensing and Entitlement Integration. Pursuant to the terms of the
Agreement, Vendor will perform the Licensing and entitlement
Integration, which will include any and all later versions and
updates to the Symantec Licensing and Download Manager Technology.
Vendor agrees to design, develop, launch, operate and maintain the
Symantec Licensing and Download Manager Technology as provided herein
and in the Agreement.
 b.
    
    Technology Integration.
 i.
    
    Set-up. Symantec and Vendor will mutually create and agree upon
timelines and specifications for integration of the Symantec Licensing and Download
Manager Technology into the Vendor systems.ii.
    
    Integration and implementation of Symantec Licensing and Download Manager
Technology. Vendor shall integrate, implement and maintain the Symantec Licensing
and Download Manager Technology at Vendors operations sites according to Symantecs
specifications as agreed upon by both Parties and pursuant to the quality assurance
testing requirements of Symantec, as provided to Vendor by Symantec, from time to time,
which are subject to change in Symantecs sole discretion. Such Integration of
Symantec Licensing and Download Manager Technology must:
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 153




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a.
    
    Comply with Symantecs guidelines, specifications (as agreed to by the Parties),
security and development requirements for the Taiwan Stores, as previously provided
to Vendor, and as updated by Symantec;b.
    
    Contain all features, including operational, graphical components, and as
otherwise indicated in the specific specifications that comprise the look and feel
of the Licensing Technology; and support all languages, currencies, and payment
options available on the Direct Store globally. Any future customization requests
after the final acceptance signoff and any changes to the completed work product
that are required due to Symantecs changed quality assurance, security or
development requirements which were provided by Symantec after the completion of the
work product may require additional development, as mutually agreed upon by the
Parties, and as evidenced by an executed amendment to this Agreement or separately
executed SOW and shall be billed at the lesser of: (a) an amount agreed upon by the
parties; or (b) [*] dollars an hour (the Billing Rate).
 iii.
    
    Collaboration and Customization. During the integration and
implementation process, Vendor and Symantec will collaborate on the integration,
implementation, and look and feel of such in the use of the Symantec Licensing and
Download Manager Technology. Such customization shall include, but not be limited to,
the Customer experience (front end purchase process), security and commerce integration
(back end purchase process) for the Symantec products that are commerce enabled. Any
future customization requests after the final acceptance signoff may require additional
development, as mutually agreed upon by the Parties, and as evidenced by an executed
amendment to this Agreement or separately executed SOW.iv.
    
    Symantec Review and Testing. During Vendors integration with
Symantecs Licensing and Download Manager Technology and related QA testing, Vendor
will permit Symantec to review and conduct live testing of the code as often as it
deems reasonably necessary in its sole discretion. Upon Vendors completion of the
integration of the purchase process components using the Symantec Licensing and
Download Manager Technology, Symantec will have final review and testing of the
purchase process using before the commerce enabled Symantec product goes live for
Customer use on the Direct Store. If Symantec requests changes to be made, Vendor will
make such changes and re-submit such changes to Symantec by no later than the next
business day. Any changes that deviate from the original Work Request Specification
will be subject to additional development, as mutually agreed upon by the Parties, and
as evidenced by an executed amendment to this Agreement or separately executed SOW,
billed at the Billing Rate. Symantec will have up to [*] business days to re-review
and test the final commerce enabled product, and will notify Vendor of any additional
changes required or of its acceptance of the final work product by the end of such
period. The procedure set forth in this Section will be repeated until Symantec
accepts the final commerce enabled product, consisting of the Symantec Licensing and
Download Manager Technology as fully integrated and implemented by the Integration
process, in writing. Upon receipt of written approval, Vendor shall launch the final
commerce enabled product within [*] (the Launch Date).v.
    
    Sub-site Launch. Vendor shall launch the final commerce enabled
product to the public no later than [*] following receipt of Symantecs written
acceptance. Vendor shall launch and maintain the final commerce enabled product that
integrated with the Symantec Licensing and Download Manager Technology as soon as is
reasonably possible.
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 154




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SOLS Overview
 
    
    This document gives an overview of the SOLS (Symantec Online Licensing System) platform,
including system components, functions, general flows, and integration with Symantec backend
systems.
    
    There are two main types of E-Commerce models  ESD (buy before you try) and Trialware
(try before you buy). The first part of this document discusses the simpler, ESD case. The second
part discusses the Trialware case.
    
    The SOLS platform allows E-Commerce and other partners to offer Symantec consumer security
products to their customers. Partners handle the business relationship with their customers, and
the SOLS platform handles the secure download of products.
  
    
    There are [*] main aspects of the SOLS system:
 
    
    [*]
 
    
    [*]
 
    
    [*]
 
    
    [*]
 Terms
 Term
    
    DefinitionSOLS
    
    Symantec Online Licensing SystemEBE
    
    Entitlement BackendESD
    
    Electronic Software Distribution. Buy before you try
(ecommerce). User pays, downloads, and installs software.Trialware
    
    Try before you buy. User downloads software, installs,
runs for a trial period, and then purchases a license for
the software. Software is turned into a fully functioning
product.Activation
    
    Process of unlocking the software after purchase. This can
either be automatic (in the case of ESD and Trialware) or
manual where the user will have to enter an Activation Key
in order to unlock the product (in the case of reinstall on
a new machine).Grace Period
    
    Amount of time that a user can run the purchased software
before they are forced to activate.[*]
    
    [*][*]
    
    [*]Activation Key
    
    Unique key that is required to unlock the application.VID
    
    Vendor ID. Used to uniquely identify a business entity in
the backend. Ex. Symantec.PID
    
    Product ID. Used to identify a product family for a
vendor. Ex. NAVSID
    
    SKU ID. Used to identify a SKU within a vendor product
family. Ex. NAV US English.[*]
    
    [*][*]
    
    [*]
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 155




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Term
    
    DefinitionTrialware: delivered in the initial purchase request from
the Symantec application. 
ESD: delivered in the ecommerce request response.[*]
    
    [*]
  
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 156




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ESD  Buy Before You Try
  
    
    [*]
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 157




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Trialware  Try Before You Buy
  
    
    Providing a complete trialware solution is inherently more complicated than the ESD
solution, as the [*]
  
    
    [*]
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 158




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Exhibit Z
 Channel Partners and Electronic Distribution
 Price List
 Channel Partner Download Sites Channel Partner Sites Channel Partners
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are
designated as *. A complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. 159