EXHIBIT 10.35
AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT
Certain confidential information contained in this document, marked by
asterisks, has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
INDEX
Page
Section
Section Title
Number
1.
Definitions
1
2.
Appointment as Authorized Electronic Reseller for the Storefront in the
Territory
4
2(a)
Outsourcer Appointment to the Storefront
4
2(b)
Limitations
5
2(c)
Nature of Appointment
5
2(d)
Symantec's Reserved Rights
5
2(d)(i)
Changes in Number of Electronic Resellers
5
2(d)(ii)
Symantec Accounts
5
2(d)(iii)
Symantec Products; Changes in Products
5
2(e)
Reseller System
6
3.
Obligations of Digital River
6
3(a)
Staffing
6
3(b)
Storefront Requirements
6
3(b)(i)
Initial Storefront Design; Look and Feel; Style Guidelines
7
3(b)(ii)
Content Changes and Updates.
7
3(b)(iii)
Sub-Sites
9
3(b)(iii)(a)
Puerto Rico and Caribbean Sub-Site and Spain Sub-Site
9
3(b)(iii)(b)
Digital River Obligations
9
3(b)(iii)(c)
Design and Development of Puerto Rico, Caribbean and Spain Sub-sites
9
3(b)(iii)(c)(1.1)
Set-Up Documents
9
3(b)(iii)(c)(1.2)
Design and Development of Sub-Site
9
3(b)(iii)(c)(1.3)
Customization of Sub-Sites
9
3(b)(iii)(c)(1.4)
Symantec Review and Testing
10
3(b)(iii)(c)(1.5)
Sub-Site Launch
10
3(b)(iii)(c)(2)
Development and Launch Schedule
10
3(b)(iii)(c)(3)
Packaged Symantec Products
10
3(b)(iii)(c)(4)
Try/Buy Symantec Products
10
3(b)(iii)(c)(5)
E-mail and Telephone Customer Service
10
3(b)(iii)(c)(6)
Payment Options
11
3(b)(iii)(c)(7)
Other Sub-Site Responsibilities
11
3(b)(iii)(c)(8)
Fees
11
3(b)(iii)(d)
Taiwan Sub-Site
11
3(b)(iii)(e)
Digital River Obligations
11
3(b)(iii)(f)
Design and Development of Sub-Site.
11
3(b)(iii)(f)(1.1)
Set-Up Documents
11
3(b)(iii)(f)(1.2)
Design and Development of Sub-Site
11
3(b)(iii)(f)(1.3)
Customization of Sub-Sites
12
3(b)(iii)(f)(1.4)
Symantec Review and Testing
12
3(b)(iii)(f)(1.5)
Sub-Site Launch
12
3(b)(iii)(f)(2)
Development and Launch Schedule
12
3(b)(iii)(f)(3)
Packaged Symantec Products
12
* 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.
i
Page
Section
Section Title
Number
3(b)(iii)(f)(4)
Try/Buy Symantec Products
12
3(b)(iii)(f)(5)
e-mail Customer Service
12
3(b)(iii)(f)(6)
Payment Options
13
3(b)(iii)(f)(7)
Other Sub-Site Responsibilities
13
3(b)(iii)(f)(8)
Fees
13
3(b)(iv)
Featured Partner Spots
13
3(b)(v)
Banners
13
3(b)(vi)
Purchase Options
13
3(b)(vi)(a)
Toll Free or Toll Share Telephone Numbers
13
3(b)(vi)(b)
Fax
13
3(b)(vi)(c)
Internet Orders
14
3(b)(vii)
Site Traffic Reporting
14
3(b)(viii)
Currency and Payment Options.
14
3(b)(ix)
Try/Buy Products
14
3(b)(x)
Wrapping and Posting Services
14
3(b)(x)(a)
Wrapping and Posting Process
14
3(b)(x)(b)
Localized Wrapping
14
3(b)(x)(c)
Wrapper Merchandising
14
3(b)(x)(d)
Other Wrapping Services
14
3(b)(x)(e)
* Wrapper Integration
14
3(b)(x)(e)(1.0)
Design and Development of Sub-sites
15
3(b)(x)(e)(1.1)
Set-Up Documents
15
3(b)(x)(e)(1.2)
Design and Development of * Technology
15
3(b)(x)(e)(1.3)
Customization of the Wrapper Technology as Used with the * Technology.
15
3(b)(x)(e)(1.4)
Symantec Review and Testing.
15
3(b)(x)(e)(1.5)
Sub-Site Launch
16
3(b)(x)(e)(2)
Symantec Digital Purchase First Products
16
3(b)(x)(e)(3)
Try/Buy Symantec Products.
16
3(b)(x)(e)(4)
Fees.
17
3(b)(x)(e)(5)
Rights in Work Products
17
3(b)(x)(e)(6)
Warranties
18