In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

[Q]: Exhibit 10.1

INTELLECTUAL PROPERTY AGREEMENT

THIS INTELLECTUAL PROPERTY AGREEMENT (this IP Agreement) is entered into as of April 14, 2014 (the Effective Date), by and between Motorola Solutions, Inc., a Delaware corporation (the Seller), and Zebra Technologies Corporation, a Delaware corporation (the Purchaser).

RECITALS

WHEREAS, the Seller, directly and through certain of its Affiliates, is engaged in the Business;

WHEREAS, the Seller desires to sell and transfer to the Purchaser, and the Purchaser desires to acquire from the Seller, the Business, and in furtherance thereof, at each applicable Closing, the Seller will sell and assign, and will cause the other members of the Seller Group to sell and assign, to the Purchaser Group, and the Purchaser will purchase and assume, and will cause the other members of the Purchaser Group to purchase and assume, from the Seller Group, certain of the assets and liabilities of the Business, including all of the capital stock of the Acquired Companies, all on terms and conditions set forth in that certain Master Acquisition Agreement of even date herewith (the Acquisition Agreement);

WHEREAS, certain assets owned, developed, or used by the Seller Parties in connection with the Business constitute Intellectual Property (as defined below);

WHEREAS, as part of the Purchaser's acquisition of the Business, the Seller intends to assign to the Purchaser Assignees certain of such Intellectual Property and to license the Purchaser Licensees to use certain of such Intellectual Property, in each case pursuant to the terms and conditions set forth herein; and

WHEREAS, as part of such acquisition, the Purchaser Assignees and Acquired Companies intend to license the Seller Parties to use certain of such assigned Intellectual Property and certain other Intellectual Property owned by the Acquired Companies.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual representations, warranties and covenants set forth in this IP Agreement and the other Transaction Agreements, and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

ARTICLE I DEFINITIONS

Section 1.1 Definitions. For the purposes of this IP Agreement, the following terms have the meanings set forth below. Capitalized terms used in this IP Agreement but not otherwise defined herein have the meanings ascribed to them in the Acquisition Agreement.

(a) Acquired Company IP means all Intellectual Property owned by, as of the Initial Closing Date, any of the Acquired Companies, including the Acquired Company Patents and the Acquired Company Trademarks, but for the avoidance of doubt, excluding any Assigned IP.





(b) Acquired Company Patents means (i) all of the Patents owned by, as of the Initial Closing Date, any of the Acquired Companies, including those set forth on Schedule 1.1(b) of the Seller IPA Disclosure Schedule, and (ii) any Patents that are based on any invention disclosure that is owned by, as of the Initial Closing Date, any of the Acquired Companies, but for the avoidance of doubt, excluding any Assigned IP.

(c) Acquired Company Trademarks means all of the Trademarks owned by, as of the Initial Closing Date, any of the Acquired Companies, including those set forth on Schedule 1.1(c) of the Seller IPA Disclosure Schedule, but for the avoidance of doubt, excluding any Assigned IP.

(d) Acquisition Agreement has the meaning ascribed to it in the recitals.

(e) Additional Patents has the meaning ascribed to it in Section 2.1(b)(iii)(F).

(f) Ancillary IP Rights means, with respect to any Intellectual Property, any and all of the following in any jurisdiction throughout the world: (i) rights to pursue and collect damages, costs, injunctive relief and other remedies for past, current or future infringement, misappropriation, or conflict with such Intellectual Property; and (ii) royalties, fees, income and other payments and proceeds due or accrued as of the Initial Closing Date and thereafter under or arising from such Intellectual Property.

(g) Assigned Copyright Materials means all of the copyrightable or copyrighted materials owned by any Seller Party as of the Initial Closing Date that were created by a Business Employee, including the materials set forth on Schedule 1.1(g); provided that, for the avoidance of doubt, the Assigned Copyright Materials do not include any copyrightable or copyrighted material that is Software.

(h) Assigned Copyrights means all of the (i) Copyright registrations and unregistered Copyrights owned by of any Seller Party as of the Initial Closing Date that are for the Assigned Copyright Materials or the Assigned Software, and (ii) other Copyrights owned by any Seller Party as of the Initial Closing Date that were created by a Business Employee, including the Copyrights set forth on Schedule 1.1(h) of the Seller IPA Disclosure Schedule; provided that, for the avoidance of doubt, the Assigned Copyrights do not include any copyright registrations or unregistered copyrights for Software other than Assigned Software.

(i) Assigned IP means: (i) Assigned Copyrights, Assigned Copyright Materials, Assigned Patents, Assigned Know-How, Assigned Software, Assigned Trademarks, and Assigned Other IP; and (ii) any other Intellectual Property that is owned by any Seller Party as of the Initial Closing Date and that (a) is Formerly Owned by the Business, or (b) is or was used exclusively in connection with the Business on or prior to the Initial Closing Date.

(j) Assigned Know-How means all of the Know-How owned by any Seller Party as of the Initial Closing Date that was created by a Business Employee, including the Know-How set forth on Schedule 1.1(j).   2





(k) Assigned Other IP means all of the Intellectual Property (other than Copyrights, Know-How, Patents, and Software), if any, owned by any Seller Party as of the Initial Closing Date that was created by a Business Employee, including the Trademarks and other Intellectual Property set forth on Schedule 1.1(k)(i), but for the avoidance of doubt, excluding the Trademarks set forth on Schedule 1.1(k)(ii).

(l) Assigned Patents means (i) all of the Patents owned by any Seller Party as of the Initial Closing Date that are set forth on Schedule 1.1(l) of the Seller IPA Disclosure Schedule, and (ii) any Patents that are based on any invention disclosure that is owned by any Seller Party as of the Initial Closing Date and that is assigned to any of the Purchaser Assignees.

(m) Assigned Software means all of the Software owned by any Seller Party as of the Initial Closing Date that was created by a Business Employee, including the Software set forth on Schedule 1.1(m); provided that, for the avoidance of doubt, the Assigned Software does not include any rights under any Licensed Patents that cover Software.

(n) Assigned Trademarks means all of the Trademarks owned by any Seller Party as of the Initial Closing Date that are exclusively used in connection with the Business on the Initial Closing Date, including the Trademarks set forth on Schedule 1.1(n) of the Seller IPA Disclosure Schedule.

(o) Intentionally Omitted.

(p) Business Employee means any current or former employee or independent contractor of any Seller Party or any Acquired Company who, at the time of creation of Intellectual Property, was performing work for the Business and created such Intellectual Property for the Business in connection with the performance of such work.

(q) Buyer has the meaning ascribed to it in Section 6.3.

(r) Change of Control Event has the meaning ascribed to it in Section 6.3.

(s) Copyrights has the meaning ascribed to it in the definition of Intellectual Property.

(t) Derivative Works (i) with respect to copyrightable works shall have the meaning set forth in the U.S. Copyright Act, 17 U.S.C. §101, et seq. (including translation into other computer language and any other form in which an existing work may be recast, transformed or adapted which would constitute a derivative work under the U.S. Copyright Act, 17 U.S.C. §101), and (ii) with respect to Know-How, it shall also mean any material derived from such Know-How.

(u) Enterprise Data Capture Products means (i) bar code scanner products for reading machine-readable symbols (including fixed, handheld, portable, wearable, and vehicle-mounted laser scanners and linear and area imagers), (ii) radio frequency identification (RFID) reader products used to communicate with RFID tags (including portal RFID readers, doorway, forklift, crane and delivery-door RFID readers, handheld RFID readers, and fixed, vehicle-mounted, wearable, portable, hands-free and mobile RFID readers), or (iii) associated   3





accessories and Software, in each case, to the extent such products are the same as those (a) offered by the Enterprise Segment on or prior to the Initial Closing Date or (b) under development by the Enterprise Segment on the Initial Closing Date.

(v) Enterprise Mobile Computing Products means durable or rugged enterprise-grade fixed, handheld, wearable, vehicle-mounted, or portable computing or smartphone products, which products shall include handheld and portable mobile computers, gun handle mobile computers, tablet computers, vehicle-mounted computers and wearable computers, in each case, to the extent such products are the same as those (i) offered by the Enterprise Segment on or prior to the Initial Closing Date, or (ii) under development by the Enterprise Segment on the Initial Closing Date.

(w) Enterprise Products means (i) Enterprise Data Capture Products, (ii) Enterprise Mobile Computing Products, or (iii) Enterprise Wireless LAN Products.

(x) Enterprise Segment means the Enterprise reporting segment as reflected in the Seller Financial Statements except to the extent they include Integrated Digital Enhanced (iDEN) protocol network infrastructure products and related Software and services.

(y) Enterprise Wireless LAN Products means products that provide connectivity to wireless products within a local area network (whether indoors or outdoors) and that operate in compliance with the IEEE 802.11 standard (which products shall include types of products that are wireless local area network (LAN) products, including (i) wireless access points and ports compliant with the IEEE 802.11 standard, (ii) wireless controllers compliant with the IEEE 802.11 standard, (iii) wireless switches designed for use with the foregoing wireless access points, ports and controllers, and (iv) related LAN accessories and Software), in each case, to the extent such products are the same as those (a) offered by the Enterprise Segment on or prior to the Initial Closing Date, or (b) under development by the Enterprise Segment on the Initial Closing Date.

(z) Excluded Field Products means any product to the extent it was designed, developed, or manufactured for use in conjunction with or for interoperability with a (i) Public Safety Next-Gen LTE Network or (ii) Two-Way Radio Network.

(aa) Excluded Infrastructure Equipment means (i) (a) government, public safety or defense communications network infrastructure equipment and systems, or (b) professional and commercial communications network infrastructure equipment and systems, in each case of clauses (a) and (b), to the extent designed, developed, or manufactured to operate with Excluded Mobile Radio Products, or (ii) network infrastructure equipment to the extent designed, developed, or manufactured to operate with a Public Safety Next-Gen LTE Network and on the frequency band allocated to the Public Safety Community.

(bb) Excluded Mobile Radio Products means any product (including any government, public safety and defense, professional, and commercial product): (i) to the extent that such product has a primary communication mode of Push-to-Talk and contains a transceiver that operates: (a) in a frequency band that is allocated for land mobile radio users; and (b) in compliance with any Two-Way Radio Standard; or (ii) to the extent that such product contains a transceiver that operates in compliance with the Integrated Digital Enhanced (iDEN) protocol.   4





(cc) Excluded Software and Solutions means (i) a command and control solution (hardware and Software) to the extent that it is designed, developed, or manufactured primarily for use by the Public Safety Community or Government Entities, or (ii) Software to the extent designed primarily to operate Excluded Mobile Radio Products or Excluded Infrastructure Equipment.

(dd) Existing Stock has the meaning ascribed to it in Section 2.2(d).

(ee) Formerly Owned by the Business means, with respect to any type of Intellectual Property, any item of such Intellectual Property that (i) is owned by any Seller Party as of the Initial Closing Date and (ii) was at any time prior to the Initial Closing Date owned by any Acquired Company in any form, e.g., an invention owned by an Acquired Company prior to the Initial Closing Date for which a patent or patent application is owned by a Seller Party as of the Initial Closing Date.

(ff) Future Acquisition has the meaning ascribed to it in Section 6.4.

(gg) Group means (i) with respect to the Seller, the Seller Group, and (ii) with respect to the Purchaser, the Purchaser Group.

(hh) In-bound Licenses has the meaning ascribed to it in Section 3.4.

(ii) Incorporated Into means, with respect to a product, embedded in, used in, incorporated into, combined with, linked with, distributed with, provided as a service with or made available with such product, including any Object Code that is referenced or required to be present or available (e.g., available via another machine connected directly or through a network) in such product for such product to properly function in accordance with its specifications.

(jj) Insolvent Party has the meaning ascribed to it in Section 4.5.

(kk) Intellectual Property means any and all of the following in any jurisdiction throughout the world: (i) patents, patent applications, industrial design rights (including utility model rights, design rights, and industrial property rights), registrations and applications for registration of industrial design rights, patents of importation/confirmation, statutory invention registrations, and certificates of invention and like statutory right, all counterparts, continuations, divisions, continuations-in-part, revisions, extensions, supplementary certificates, substitutions, reexaminations, renewals, and reissuances of any of the foregoing and any patent or patent application that claims priority to any of the foregoing (collectively, Patents); (ii) Trademarks; (iii) copyright registrations and applications, and unregistered copyrights, published and unpublished works of authorship, and Mask Works, together with all applications, registrations, and renewals in connection therewith, and all common-law rights to any of the foregoing (collectively, Copyrights); (iv) computer programs, whether embodied in software, firmware or otherwise, including, software compilations, software implementations of algorithms, software tool sets, compilers, and software models and methodologies (whether in Source Code or Object Code form), and (C) translation, ported   5





versions and modifications of any of the foregoing (collectively, Software); (v) trade secrets, know-how, inventions, invention disclosures, and other confidential or proprietary information (collectively, Know-How); and (vi) all other intellectual property rights or industrial property rights.

(ll) Invention Disclosure Review List has the meaning ascribed to it in Section 2.1(b)(iii)(A).

(mm) Invention Disclosure Review Team means Paul Steinberg and Bob Sanders (or their replacements or proxies, as applicable, as determined by their respective then-current employer).

(nn) IP Agreement has the meaning ascribed to it in the preamble.

(oo) Know-How has the meaning ascribed to it in the definition of Intellectual Property.

(pp) LAN has the meaning ascribed to it in the definition of Enterprise Wireless LAN Products.

(qq) Licensable means, with respect to Intellectual Property, that (i) such Intellectual Property is owned by a third Person (other than a Seller Party), and (ii) as of the Initial Closing Date, a Seller Party has (to the extent which and for such time that a Seller Party has) a right to grant to any Purchaser Licensee the licenses, sublicenses, or related rights to such Intellectual Property as set forth in this IP Agreement without the payment of royalties or other consideration to third Persons (except for payments for which the Purchaser agrees to reimburse the Seller or payments to any third Person: (A) for inventions made by such third Person while engaged by any Seller Party; and (B) as consideration for the acquisition of such Intellectual Property) and without obtaining the consent of any third Person (except where such consent has already been granted).

(rr) Licensed Copyright Materials means all of the copyrighted and copyrightable materials owned or Licensable by any Seller Party as of the Initial Closing Date that are or have been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided, that, for the avoidance of doubt, the Licensed Copyright Materials do not include (A) the Assigned Copyright Materials, (B) works authored after, or acquired by any Seller Party after, the Initial Closing Date, or (C) Software.

(ss) Licensed Copyrights means: (i) all of the copyright registrations and unregistered copyrights owned or Licensable by any Seller Party as of the Initial Closing Date that are for the Licensed Copyright Materials or the Licensed Software; and (ii) all other Copyrights that are owned or Licensable by any Seller Party as of the Initial Closing Date that are or have been, on or prior to the Initial Closing Date, (A) used in connection with the Business, (B) used in connection with the development of any product, service, or system in the Business, or (C) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Copyrights do not include the Assigned Copyrights or   6





any copyright registrations or unregistered copyrights that are for (I) copyrightable works authored after, or acquired by any Seller Party after, the Initial Closing Date or (II) Software (other than the Licensed Software).

(tt) Licensed IP means the Licensed Copyrights, Licensed Copyright Materials, Licensed Know-How, Licensed Patents, Licensed Software, Licensed Trademarks, Mobility Trademarks, Non-Mobility Trademarks, and Licensed Other IP.

(uu) Licensed Know-How means all of the Know-How owned or Licensable by any Seller Party as of the Initial Closing Date that is or has been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Know-How does not include (A) the Assigned Know-How, or (B) any Know-How that is developed or acquired by any Seller Party after the Initial Closing Date.

(vv) Licensed Other IP means all of the Intellectual Property (other than the Licensed Copyrights, Licensed Patents, Licensed Copyright Materials, Licensed Know-How, Licensed Software, and Trademarks), if any, owned or Licensable by any Seller Party as of the Initial Closing Date that is or has been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Other IP does not include the Assigned Other IP.

(ww) Licensed Patents means all of the Patents (i) owned by any Seller Party as of the Initial Closing Date or that are based on an invention disclosure owned by any Seller Party as of the Initial Closing Date, or (ii) Licensable by any Seller Party as of the Initial Closing Date; provided that, for the avoidance of doubt, the Licensed Patents do not include the Assigned Patents.

(xx) Licensed Software means the Software owned or Licensable by any Seller Party as of the Initial Closing Date that is or has been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Software does not include (I) the Assigned Software, (II) Software developed or acquired by any Seller Party after the Initial Closing Date, or (C) Seller Group Software specifically licensed to the Purchaser Group under another Transaction Agreement.

(yy) Licensed Trademarks means the Trademarks set forth on Schedule 1.1(yy); provided that, for the avoidance of doubt, the Licensed Trademarks do not include the Assigned Trademarks, the Mobility Trademarks, or the Non-Mobility Trademarks.

(zz) LTE means the Long Term Evolution (LTE) or Long Term Evolution Advanced (LTE-A) fourth generation (4G) broadband communications standards, including various derivations thereof that do not fundamentally alter the character thereof (e.g., wireless air-interface, framing structure, control, call set-up and connection management).   7





(aaa) Mask Work means: (i) any mask work, registered or unregistered, as defined in 17 U.S.C. §901; (ii) all registrations and applications to register the foregoing anywhere in the world; (iii) all foreign counterparts and analogous rights anywhere in the world (including semiconductor topography rights); and (iv) all rights in and to any of the foregoing.

(bbb) Material IP Contracts has the meaning ascribed to it in Section 3.4.

(ccc) Mobility Intellectual Property License means that certain Amended and Restated Intellectual Property License Agreement, by and between Motorola Mobility, Inc. and Motorola, Inc., effective as of July 31, 2010.

(ddd) Mobility Trademark License means that certain Amended and Restated Exclusive License Agreement, by and between Motorola Trademark Holdings, LLC and Motorola, Inc., effective as of July 30, 2010.

(eee) Mobility Trademarks means any Trademarks licensed to any Seller Party or any Acquired Company pursuant to the Mobility Trademark License that are, as of the Initial Closing Date, used in connection with the Business or any product, service, or system in the Business.

(fff) Mobility Transition Period has the meaning ascribed to it in Section 2.2(d)(i)(A).

(ggg) New Business Employee has the meaning ascribed to it in Section 2.1(b)(iii)(D).

(hhh) Non-Mobility Trademarks has the meaning ascribed to it in Section 2.2(d)(i)(B).

(iii) Non-Mobility Transition Period has the meaning ascribed to it in Section 2.2(d)(i)(B).

(jjj) Object Code means one or more computer instructions in machine readable form (whether or not packaged in directly executable form), including any such instructions that are readable in a virtual machine, whether or not derived from Source Code, together with any partially compiled or intermediate code that may result from the compilation, assembly or interpretation of any Source Code. Object Code includes firmware, compiled or interpreted programmable logic, libraries, objects, bytecode, machine code, and middleware.

(kkk) Off-the-Shelf Software Licenses means licenses in respect of commercially available, unmodified, off-the-shelf Software used by any of the Seller Entities solely for its own internal use with respect to the Business.

(lll) Open Source Software means any Software that is subject to any license that is, or is substantially similar to, a license approved by the Open Source Initiative and listed   8





at http://www.opensource.org/licenses as of the Initial Closing Date, which licenses include all versions of the GNU General Public License (GPL), the Lesser GNU Public License (LGPL), the GNU Affero GPL, the MIT License, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License, the Academic Free License, the BSD License and the Apache License, or any Reciprocal License.

(mmm) Out-bound Licenses has the meaning ascribed to it in Section 3.4.

(nnn) Outstanding Patents has the meaning ascribed to it in Section 2.1(b)(iii)(F).

(ooo) Patent Review List has the meaning ascribed to it in Section 2.1(b)(iii)(A).

(ppp) Patents has the meaning ascribed to it in the definition of Intellectual Property.

(qqq) Permitted Type of Enterprise Mobile Computing Product means a Type of Enterprise Mobile Computing Product that: (i) (a) is a component used in a solution, (b) interoperates with one or more Purchaser Excluded Products in such solution, and (c) is designed primarily for such use and interoperation; (ii) is a standalone product that is designed primarily for use by the Public Safety Community or Governmental Entities; or (iii) is a Purchaser Excluded Product that is designed primarily (A) for use by the Public Safety Community or Governmental Entities, (B) to operate in compliance with the Integrated Digital Enhanced (iDEN) protocol, or (C) to operate in compliance with any Two-Way Radio Standard.

(rrr) product means device or product.

(sss) Public Safety LTE Smartphone Devices means any fixed, handheld, vehicle-mounted, wearable, or portable wireless product that is compliant with LTE and is designed primarily for use by either the Public Safety Community or Governmental Entities.

(ttt) Public Safety Next-Gen LTE Network means a network that is based upon LTE and operates on a frequency band allocated to the Public Safety Community.

(uuu) Purchaser has the meaning ascribed to it in the preamble.

(vvv) Purchaser Assignees means one or more Persons designated, on or prior to the Initial Closing Date, by Purchaser to Seller.

(www) Purchaser Excluded Products means (i) Excluded Infrastructure Equipment, (ii) Excluded Mobile Radio Products, (iii) Excluded Software and Solutions, or (iv) Excluded Field Products.

(xxx) Purchaser Licensees means each (for the avoidance of doubt, and without limiting any other provision of this IP Agreement, current or future) Affiliate of the Purchaser (including the Acquired Companies).   9





(yyy) Push-to-Talk (PTT) means a method of transmitting voice or data communications on simplex and half-duplex channels that uses a momentary button to switch from voice or data reception mode to transmit mode.

(zzz) Reciprocal License means a license of an item of Software that requires or conditions any rights granted in such license upon: (i) the disclosure, licensing or distribution of other Software (whether or not in Source Code form); (ii) a requirement that any other licensee of the Software be permitted to modify, make Derivative Works of, or reverse-engineer any such other Software; (iii) a requirement that such other Software be redistributable by other licensees; (iv) the grant of any patent rights including non-assertion or patent license obligations; or (v) the imposition of any other material limitation, restriction, or condition on any Seller Entity's right to use or distribute other Software in connection with the Business (other than a requirement to include an acknowledgement of authorship of such item of Software or to distribute a copy of the terms and conditions of the applicable license agreement with respect to such Software).

(aaaa) Registered Intellectual Property has the meaning ascribed to it in Section 3.1.

(bbbb) Retained Seller Trademarks means any and all Trademarks owned or used by any Seller Party on or prior to the Initial Closing Date or at any time thereafter (but excluding, for the avoidance of doubt, any Trademarks that constitute an Acquired Asset).

(cccc) Review Patent has the meaning ascribed to it in Section 2.1(b)(iii).

(dddd) Review Period means the period of time on or prior to the one year anniversary of the Initial Closing Date.

(eeee) RFID has the meaning ascribed to it in Enterprise Data Capture Products.

(ffff) SDO means a patent pool, official or de facto standards setting or development organization, industry standards body industry, trade association or other similar organization.

(gggg) SDO Member means any Person that is or has ever been, directly or indirectly, (i) a member or promoter of, or a contributor to or a participant in, any SDO, (ii) obligated to license or disclose any Intellectual Property to, or made any commitments or agreements regarding, any SDO, or (iii) a participant in the writing, preparing, amending, revising, sponsoring, organizing, promulgating, setting, or approving of any specifications, standards, requirements, or guidelines related to the Business.

(hhhh) Section 365 has the meaning ascribed to it in Section 4.5.

(iiii) Section 365(n) has the meaning ascribed to it in Section 4.5.

(jjjj) Seller has the meaning ascribed to it in the preamble.   10





(kkkk) Seller Business means, collectively, the businesses of each member of the Seller Parties as of the Initial Closing Date, but excluding the Business.

(llll) Seller Entity means each Acquired Company and each Seller Party.

(mmmm) Seller Excluded Products means a (i) Type of Enterprise Data Capture Product, (ii) Type of Enterprise Mobile Computing Product, or (iii) Type of Enterprise Wireless LAN Product.

(nnnn) Seller IP means any and all Intellectual Property owned by any Seller Party prior to the Initial Closing Date or at any time thereafter.

(oooo) Seller IPA Disclosure Schedule has the meaning ascribed to it in Article III.

(pppp) Seller Licensed Activities has the meaning ascribed to it in Section 2.1(d).

(qqqq) Seller Party means Seller and each of its Affiliates (but, for the avoidance of doubt, excluding the Acquired Companies).

(rrrr) Shared Review Invention Disclosure has the meaning ascribed to it in Section 2.1(b)(iii)(C).

(ssss) Shared Review Patent has the meaning ascribed to it in Section 2.1(b)(iii)(B).

(tttt) Smart Sensing Network Equipment means any sensing equipment for use in conjunction with or interoperable with a distributed network of sensors intended to measure or ascertain data, including video, imaging, RFID, audio, temperature, and data measurements.

(uuuu) Software has the meaning ascribed to it in the definition of Intellectual Property.

(vvvv) Source Code means one or more statements in human readable form, including comments, definitions and annotations, which are generally formed and organized to the syntax of a computer or programmable logic programming language (including such statements in batch or scripting languages and including hardware definition languages such as VHDL), together with any and all text, data and data structures, diagrams, manuals, instructions, procedures, and other information that describe the foregoing.

(wwww) Third-Party Intellectual Property means any and all Intellectual Property licensed to any Seller Party from, or otherwise owned by, a Person other than a Seller Party (including open source Software, freeware or other publicly available Software).

(xxxx) Trademarks means (i) trademarks, service marks, logos, product numbers, trade dress, trade names, corporate names and Internet domain names, slogans, and   11





other indicia of commercial source or origin (whether registered, common law, statutory, or otherwise, and together with all translations thereof), (ii) all registrations and applications to register the foregoing anywhere in the world (including all renewals in connection therewith), and (iii) all goodwill symbolized by any of the foregoing clauses (i) and (ii).

(yyyy) Transferred IP means the Assigned IP and the Acquired Company IP.

(zzzz) Transferred IP Docket has the meaning ascribed to it in Section 2.3(a).

(aaaaa) Two-Way Radio Network means a wireless network (whether implemented in hardware or Software) capable of enabling, managing, supervising, or securing a communication of voice, data, or multimedia information in compliance with any one or more of the Two-Way Radio Standards.

(bbbbb) Two-Way Radio Standards means (i) any of the following standards: (A) Association of Public-Safety Communications Officials Project 25 (including Digital APCO P25), (B) European Telecommunications Standards Institute Terrestrial Trunked Radio (including TETRA), (C) European Telecommunications Standards Institute Digital Mobile Radio (including TETRAPOL), (D) European Telecommunications Standards Institute Digital Private Mobile Radio, (E) MotoTalk, (F) General Mobile Radio Service, (G) Family Radio Service, (H) Analog MDC-1200, (I) Analog Conventional, (J) Private Mobile Radio (PMR), Logic Trunked Radio (LTR), MPT 1327 / MPS 1327, Selcall (5-Tone), and NXDN, (K) Dogota, Mobile Radio (DMR), digital Private Mobile Radio (dPMR), and Police Digital Trunking (PDT), (L) Global Open Trunked Architecture (GoTa), (M) ARIB standards T-98 and T-102 (also known as DCR for Japan), (N) China specific protocol (PDMS/CDMR), (O) Enhanced Digital Access Communication System (EDACS), (P) OpenSky and GSM-R (Railway variant of GSM for Two-Way Radio), and (Q) Project 25 Conventional TDMA and China specific protocols (PDMR-T, PDMR-F); and (ii) various derivations thereof that do not fundamentally alter the character thereof. For the avoidance of doubt, Two-Way Radio Standards do not include Wireless Standards.

(ccccc) Type of Enterprise Data Capture Product means (i) bar code scanner products for reading machine-readable symbols (including fixed, handheld, portable, wearable, and vehicle-mounted laser scanners and linear and area imagers), (ii) RFID reader products used to communicate with RFID tags (including portal RFID readers, doorway, forklift, crane and delivery-door RFID readers, handheld RFID readers, and fixed, vehicle-mounted, wearable, portable, hands-free and mobile RFID readers), or (iii) associated accessories and Software.

(ddddd) Type of Enterprise Mobile Computing Product means durable or rugged enterprise-grade fixed, handheld, wearable, vehicle- mounted, or portable computing or smartphone products, which products shall include handheld and portable mobile computers, gun handle mobile computers, tablet computers, vehicle mounted computers and wearable computers.

(eeeee) Type of Enterprise Wireless LAN Product means products that provide connectivity to wireless products within a local area network (whether indoors or outdoors) and that operate in compliance with the IEEE 802.11 standard (which products shall include types of   12





products that are wireless LAN products, including (i) wireless access points and ports compliant with the IEEE 802.11 standard, (ii) wireless controllers compliant with the IEEE 802.11 standard, (iii) wireless switches designed for use with the foregoing wireless access points, ports and controllers, and (iv) related LAN accessories and Software).

(fffff) Wireless Standards means: (i) all cellular communication technical specifications adopted as a standard by either an SDO or a major operator of public subscription systems for in-country requirements (e.g., frequency spectrum availability, interconnection with preexisting telephony networks, etc.), as well as various adjunct protocols to the extent incorporated into such standards, including those technical specifications for digital radiotelephone service (A) promulgated by ETSI and presently known as the GSM, Pan-European Digital Cellular radiotelephone service (including Personal Communications Network services, presently known as DCS1800 and in the United States PCS1900), (B) promulgated in the United States by the Telecommunications Industry Association / Electronic Industries Associates (TIA/EIA) and presently known as AMPS (Advanced Mobile Phone System), NAMPS (Narrowband AMPS), TDMA Cellular/PCS - Radio Interface Interim Standards IS-I36, IS-137 or IS-138 (including IS-54, IS-55 and IS-56 and PCS 1900 standards JSTD-009, JSTD-010 and JSTD-011), (C) promulgated by ARIB (formerly RCR) and presently known as PDC (Personal Digital Cellular), (D) promulgated by the TIA and presently known as IS-95, IS-95B, RTT MC 1X, 1X Plus, and 1Xtreme Code Division Multiple Access services, (E) presently known as third generation (3G) cellular standards currently under development and known by such designations, including 3GPP, UMTS, WCDMA, 3GPP2, and CDMA2000, or (F) presently known as LTE; (ii) all technical specifications promulgated or currently under development by any of (A) IEEE and presently known as IEEE 802.11/WiFi or 802.15/WPAN standards, (B) EPCGlobal and presently known as EPC Radio Frequency Identity Protocols, (C) ISO/IEC 18000, 13157, 21481, 14443, or 15693, and presently known as RFID or NFC, or (D) Bluetooth; (iii) various derivations of the specifications and protocols referenced in clauses (i) and (ii) that do not fundamentally alter the character of such specifications and protocols (e.g., wireless air-interface, framing structure, control, call set-up and connection management); and (iv) any and all international versions of the specifications and protocols referenced in clauses (i) through (iii).

Section 1.2 Construction. Section 11.10 of the Acquisition Agreement shall apply mutatis mutandis to this IP Agreement.

ARTICLE II ASSIGNMENTS AND LICENSES

Section 2.1 Transferred IP.

(a) Acquired Company IP. For the avoidance of doubt, the Purchaser Group will acquire all Acquired Company IP by virtue of the acquisition by the Purchaser Group of the Acquired Company Shares pursuant to the terms of the Acquisition Agreement.   13





(b) Assignment of Assigned IP.

(i) Assignment. Effective as of the applicable Closing Date, the Seller hereby sells, assigns, transfers, conveys and delivers all of its right, title, and interest in and to the Assigned IP (together with the goodwill of the business symbolized by any Trademarks that constitute Assigned IP) and all Ancillary IP Rights with respect thereto, and shall cause the other Seller Parties to do the same, to the Purchaser Assignees and, effective as of the applicable Closing Date, the Purchaser Assignees hereby purchase, acquire and accept the same from the Seller Parties. The Seller hereby waives (and shall cause the other Seller Parties to waive) any moral rights, including rights of attribution, integrity, and disclosure, arising from all or any part of any Copyrights that constitute Assigned IP, together with all claims for damages and other remedies asserted on the basis of moral rights, and hereby sells, assigns, transfers, conveys, and delivers (and shall cause the other Seller Parties to do the same) to the Purchaser Assignees any waivers granted to any Seller Party of any such moral rights.

(ii) Mandatory Laws. If and to the extent that, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned IP cannot be assigned as provided in Section 2.1(b)(i), (A) the Seller irrevocably agrees to (and shall cause the other Seller Parties to) assign and transfer, and the Seller hereby assigns and transfers (and shall cause the other Seller Parties to assign and transfer) to the Purchaser Assignees all rights (including all economic and commercialization rights) that can be assigned pursuant to Section 2.1(b)(i) to the fullest extent permissible, and (B) the Seller hereby grants to the Purchaser Assignees, and hereby agrees to cause the other Seller Parties to grant to the Purchaser Assignees, an unlimited, exclusive, irrevocable, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-free, fully-paid up license to use, exploit, and commercialize in any manner now known or in the future discovered and for whatever purpose, any and all rights to Assigned IP that cannot be assigned as contemplated by Section 2.1(b)(i).

(iii) Patent Review Process.

(A) Information Exchange. Within forty-five (45) days after the Effective Date, Seller shall provide (I) to the Purchaser, an updated list of all Patents (other than those set forth on Schedule 1.1(l) of the Seller IPA Disclosure Schedule) owned by any Seller Party that (x) have an effective filing date or are based on an invention disclosure having a date of disclosure that is on or after January 9, 2007, and (y) that name as inventors, in Seller's reasonable, good-faith belief, one or more Business Employees and one or more Persons that are not Business Employees (the Patent Review List), and (II) to the Invention Disclosure Review Team, a list of invention disclosures (other than those set forth on Schedule 1.1(l) of the Seller IPA Disclosure Schedule or Schedule 1.1(j)) owned by any Seller Party that name as contributors one or more Business Employees   14





and one or more Persons that are not Business Employees (which list shall include the contributors, the title thereof, and the location code therefor) (the Invention Disclosure Review List). The Patent Review List shall include the Patents set forth on Schedule 2.1(b)(iii)(A).

(B) Patent Review and Ownership. The parties shall promptly review the Patent Review List and, in good-faith, discuss and negotiate during the Review Period whether any of the Patents listed on such Patent Review List (each, a Shared Review Patent) should be or should have been, as applicable, an Assigned Patent, based upon the general guideline and principle that Shared Review Patents that are primarily paid for, primarily used by, or primarily arising out of, or for which associated costs and fees were primarily allocated to, the Business or any Acquired Company (as compared with the Seller Business) should be or should have been, as applicable, Assigned Patents. Seller shall provide to Purchaser, upon Purchaser's reasonable request during the Review Period, information regarding such Patent Review List, the Patents listed thereon, and each such determination. If the parties agree, during the Review Period, that a Shared Review Patent should be or should have been, as applicable, an Assigned Patent, then, if such agreement was reached on or prior to the Initial Closing Date, the parties shall add such Shared Review Patent to Schedule 1.1(l) of the Seller IPA Disclosure Schedule and, if such agreement was reached after the Initial Closing Date, Seller shall (and shall cause the other Seller Parties to) promptly execute a Contract containing a present grant of assignment (or, if and to the extent, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any such Shared Review Patent cannot be so assigned, a license) of such Shared Review Patent to the Purchaser Assignees, consistent with the terms and conditions of Section 2.1(b)(i) or Section 2.1(b)(ii), as applicable. If the parties cannot agree on whether any Shared Review Patent should be or should have been, as applicable, an Assigned Patent, the parties shall, during the Review Period, escalate such dispute to successively more senior-levels of executives and shall each make sure each such senior executive is promptly available to speak with (including by telephone) his or her counterpart.

(C) Invention Disclosure Review and Ownership. During the Review Period, within seventy-five (75) days after the Effective Date (or, in the event of any repeat of the process set forth in this Section 2.1(b)(iii)(C) in accordance with Section 2.1(b)(iii)(D), promptly (and no later than seventy-five (75) days) thereafter), Seller shall cause (on and prior to the Initial Closing Date), or the parties shall each cause (following the Initial Closing Date), as applicable, their respective employees on the Invention Disclosure Review Team to: (I) promptly review the Invention Disclosure Review List; (II) in good-faith determine whether any of the invention disclosures (and inventions listed on the Invention Disclosure Review List (and inventions described therein))   15





(each, a Shared Review Invention Disclosure) should be or should have been, as applicable, Assigned Know-How, based upon the general guideline and principle that Shared Review Invention Disclosures that are primarily paid for, primarily used by, or primarily arising out of, or for which associated costs and fees were primarily allocated to, the Business or any Acquired Company (as compared with the Seller Business) should be Assigned Know-How; and (III) provide to Purchaser the applicable Invention Disclosure Review List and such determinations of the Invention Disclosure Review Team with respect to such Invention Disclosure Review List.

Seller shall provide to Purchaser, upon Purchaser's reasonable request during the Review Period, information regarding such Invention Disclosure Review List, the invention disclosures listed thereon, and each such determination; provided, however, that Seller shall not be required to disclose to Purchaser the content of any Shared Review Invention Disclosure in response to any such request. Upon review of such determinations or information, as applicable, the parties shall promptly jointly review such determinations and information, during the Review Period, and determine, in good faith, whether the Invention Disclosure Review Team should re-review any Shared Review Invention Disclosures on such Invention Disclosure Review List and, if so, the parties shall repeat the process set forth in this Section 2.1(b)(iii)(C) with respect to such Shared Review Invention Disclosures. If the Invention Disclosure Review Team determines, during the Review Period, that a Shared Review Invention Disclosure should be or should have been, as applicable, Assigned Know- How, then, if such agreement was reached on or prior to the Initial Closing Date, the parties shall add such Shared Review Invention Disclosure to Schedule 1.1(j) and, if such agreement was reached after the Initial Closing Date, Seller shall (and shall cause the other Seller Parties to) promptly execute a Contract containing a present grant of assignment (or, if and to the extent, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any such Shared Review Invention Disclosure cannot be so assigned, a license) of such Shared Review Invention Disclosure to the Purchaser Assignees, consistent with the terms and conditions of Section 2.1(b)(i) or Section 2.1(b)(ii), as applicable.

(D) Newly Identified Business Employee. If, during the Review Period, the Purchaser identifies a Person (New Business Employee) that the Purchaser reasonably believes, in good faith, is or was a Business Employee and (I) such New Business Employee is not named as a contributor on any Shared Review Invention Disclosure on an Invention   16





Disclosure Review List and is not named as an inventor on any Shared Review Patent on a Patent Review List, in each case previously provided to the Purchaser, or (II) Purchaser reasonably believes, in good faith, that Seller has not provided a complete and accurate Invention Disclosure Review List or Patent Review List with respect to any Patents or invention disclosures for which such New Business Employee is named as an inventor or contributor, respectively, then in each case of clauses (I) and (II), the Purchaser may notify Seller of such belief, and Seller shall promptly (but in no event more than thirty (30) days following such notice) provide to the Purchaser or the Invention Disclosure Review Team, as applicable, an updated Patent Review List and Invention Disclosure Review List with respect to such New Business Employee, and the parties shall repeat the process set forth in Section 2.1(b)(iii)(B) and Section 2.1(b)(iii)(C) with respect to such updated Patent Review List and Invention Disclosure Review List, respectively.

(E) Inventors Are All Business Employees. If (i) during the Review Period, Purchaser identifies a Patent or invention disclosure owned by any Seller Party where all of the inventors of such Patent or all of the contributors of such Invention Disclosure, respectively, are Business Employees, and (ii) Purchaser provides to Seller the evidence on which Purchaser is basing such identification, then such Patent or Invention Disclosure shall be an Assigned Patent or Assigned Know-How, as applicable, and the parties shall, where applicable on or prior to the Initial Closing Date, add such Patent or invention disclosure, as applicable, to Schedule 1.1(l) of the Seller IPA Disclosure Schedule or Schedule 1.1(j), as applicable, or, where applicable after the Initial Closing Date, Seller shall (and shall cause the other Seller Parties to) promptly execute a Contract containing a present grant of assignment (or, if and to the extent, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any such Patent or Invention Disclosure, as applicable, cannot be so assigned, a license) of such Patent or Invention Disclosure, as applicable, to the Purchaser Assignees, consistent with the terms and conditions of Section 2.1(b)(i) or Section 2.1(b)(ii), as applicable.

(F) Arbitration. Attached as Schedule 2.1(b)(iii)(F) is a schedule of additional Patents provided by Seller to Purchaser prior to the Effective Date for review with respect to ownership allocation between the parties pursuant to the general guidelines and principles set forth in Section 2.1(b)(iii)(B) (the Additional Patents). The parties shall promptly, in good- faith, discuss and negotiate whether any of the Additional Patents should be or should have been, as applicable, an Assigned Patent. If any of such Additional Patents are not reviewed, or the parties cannot agree on whether any Additional Patent should be or should have been, as applicable, an Assigned Patent, prior to the Initial Closing Date, then the parties shall escalate such dispute to successively more senior-levels of executives as set forth in Section 2.1(b)(iii)(B). If such senior-levels of executives cannot resolve the dispute with respect to any such Patents (the Outstanding Patents) by the Initial Closing Date, then either party may, within thirty (30) days after the Initial Closing Date,   17





submit such Outstanding Patents for dispute resolution as follows. One or both parties may, within thirty (30) days after the Initial Closing Date, submit the dispute with respect to such Outstanding Patents for arbitration in Chicago, Illinois before a single arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures, as those Rules may be amended by written agreement of the parties. The parties shall cooperate, in good faith, prior to the commencement of any arbitration under this Section 2.1(b)(iii)(F), to agree to any such amendments or other processes with respect to such arbitration (e.g., timing of the arbitration, arbitrator's familiarity with patent law). The parties shall instruct the arbitrator, and the arbitrator shall resolve each dispute regarding the ownership of each Outstanding Patent, based upon the general guideline and principle that such Outstanding Patents that are primarily paid for, primarily used by, or primarily arising out of, or for which associated costs and fees were primarily allocated to, the Business or any Acquired Company (as compared with the Seller Business) should be or should have been, as applicable, Assigned Patents. The parties shall maintain the confidential nature of all information, documents and materials disclosed and statements made in connection with any negotiations or arbitration proceeding, and any arbitration proceeding and the judgment, including any hearing or award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits. The parties shall each bear their respective costs and expenses with respect to any arbitration pursuant to this Section 2.1(b)(iii)(F); provided, however, that the parties shall equally share (on a 50/50 basis) the cost of the arbitrator. If the arbitrator determines that any Outstanding Patent should be or should have been, as applicable, an Assigned Patent, Seller shall (and shall cause the other Seller Parties to) assign such Patent to the Purchaser Assignees in accordance with Section 2.1(b)(iii)(E).

(c) License-Back of Patents. Effective as of the Initial Closing Date, the Purchaser will cause each Acquired Company and each Purchaser Assignee to grant, following each applicable Closing Date, to the Seller Parties, an irrevocable (except as expressly set forth herein), perpetual, non-sublicenseable (except as expressly set forth herein), fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Acquired Company Patents and Assigned Patents:

(i) (A) to use the Acquired Company Patents and Assigned Patents in the operation of the Seller Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import, and otherwise dispose of products, services, and systems that were designed, developed, manufactured, distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Parties in connection with the Seller Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof;   18





(ii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Smart Sensing Network Equipment; and

(iii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Public Safety LTE Smartphone Devices.

(d) License-Back of Non-Patent, Non-Trademark IP. Effective as of the Initial Closing Date, the Purchaser will cause each Acquired Company and each Purchaser Assignee to grant, following each applicable Closing Date, to the Seller Parties, an irrevocable (except as expressly set forth herein), non-sublicenseable (except as expressly set forth herein), perpetual, fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Transferred IP (other than Trademarks and Patents) that is or has been, on or prior to the Initial Closing Date, (x) used in connection with the Seller Business, (y) used in connection with the development of any product, service, or system in the Seller Business, or (z) incorporated into any product, service, or system in the Seller Business:

(i) (A) to use such Transferred IP in the operation of the Seller Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import, and otherwise dispose of products, services, and systems that were designed, developed, manufactured, distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Parties in connection with in the Seller Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof;

(ii) to make, have made, use, sell, offer for sale, import and otherwise dispose of Smart Sensing Network Equipment; and

(iii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Public Safety LTE Smartphone Devices.

Clauses (i) through (iii) above are collectively referred to as the Seller Licensed Activities. The license rights granted under this Section 2.1(d) include:

(1) with respect to such Transferred IP that constitutes Copyrights or copyrightable materials (other than Software), the rights to reproduce, prepare Derivative Works of, perform, display, and distribute such Copyrights and copyrightable materials in connection with the Seller Licensed Activities; and

(2) with respect to such Transferred IP that constitutes Software, the rights to: (I) use, reproduce, prepare Derivative Works of,   19





perform, and display such Software in connection with the Seller Licensed Activities; and (II) distribute such Software and Derivative Works of such Software in connection with the Seller Licensed Activities (but in Source Code form, solely as permitted pursuant to Section 2.1(f) and in accordance with Article V).

For the avoidance of doubt, this Section 2.1(d) shall not constitute a license to Trademarks.

(e) Seller Excluded Products. The licenses granted pursuant to Section 2.1(c)(i), Section 2.1(c)(ii), Section 2.1(d)(i), and Section 2.1(d)(ii) do not extend to any product, system, or service if and solely to the extent such product, system, or service constitutes or includes a Seller Excluded Product; provided, that if any such Seller Excluded Product is a Type of Enterprise Mobile Computing Product, then if and solely to the extent that such Seller Excluded Product is a Permitted Type of Enterprise Mobile Computing Product, such licenses will extend solely to such Permitted Type of Enterprise Mobile Computing Product that constitutes such product, system, or service or, as included in such product, system, or service, is included in such product, system, or service, as applicable. By way of example, if a Seller Excluded Product is a single component of a product, system, or service that is otherwise licensed under Section 2.1(c)(i), Section 2.1(c)(ii), Section 2.1(d)(i), or Section 2.1(d)(ii) and such Seller Excluded Product is not a Permitted Type of Enterprise Mobile Computing Product, such licenses do not extend to such component, but such licenses do extend to the remainder of such licensed product, system, or service. By way of further example, if a Seller Excluded Product is a single component of a product, system, or service that is otherwise licensed under Section 2.1(c)(i), Section 2.1(c)(ii), Section 2.1(d)(i), or Section 2.1(d)(ii), then to the extent such Seller Excluded Product is a Permitted Type of Enterprise Mobile Computing Product, such licenses extend to such component as included in such licensed product, system, or service.

(f) Sublicenses. Each of the Seller Parties may grant sublicenses of the licenses granted to it pursuant to Section 2.1(c) or Section 2.1(d): (i) to any (for the avoidance of doubt, and without limiting any other provision of this IP Agreement, current or future) direct or indirect Subsidiary of Seller (but only for so long as such Person remains such a Subsidiary); (ii) to any other Person in connection with the sale or disposition of substantially all of the assets of a business or product line of any of the Seller Parties; (iii) other than with respect to Section 2.1(c), for the purpose of any Person's (including resellers, distributors, and OEMs) distribution of products licensed under Section 2.1(c) or Section 2.1(d); (iv) other than with respect to Section 2.1(c), to any Person (including OEMs, JDMs, suppliers, contractors, and subcontractors) solely for the purpose of, and to the extent necessary for, such Person to perform any service (including any service with respect to the design, manufacture, import, export, or supply of any product, service, or system in the Seller Business or any components thereof) for a Seller Party, and not for the direct benefit of such Person or any other Person, (v) other than with respect to Section 2.1(c), to a customer of a Seller Party for such customer's use of a product licensed under Section 2.1(c) or Section 2.1(d); or (vi) other than with respect to Section 2.1(c), with respect to Software, to any Person for the purpose of such   20





Person's development of Software that is compatible or interoperates with a product licensed under Section 2.1(c) or Section 2.1(d). The Seller Parties have no other right to grant sublicenses under any of the licenses granted to the Seller Parties under this IP Agreement.

(g) No Implied Rights. The Seller acknowledges and agrees that, except as expressly set forth in this Section 2.1 of this IP Agreement, the Seller Parties are not obtaining any rights under this IP Agreement in or to any Intellectual Property owned by Purchaser or any Purchaser Licensee as of the Initial Closing Date or at any time thereafter, and nothing in this IP Agreement confers on any Seller Party any right to use any names of the Purchaser or any Purchaser Licensee in any advertising publicity or other promotional activities.

Section 2.2 Licensed IP.

(a) Patent License. Effective as of the Initial Closing Date, the Seller hereby grants (and will cause each other Seller Party to grant following each applicable Closing Date), to the Purchaser Licensees an irrevocable (except as expressly set forth herein), perpetual, non-sublicenseable (except as expressly set forth herein), fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Licensed Patents:

(i) (A) to use the Licensed Patents in the operation of the Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import and otherwise dispose of products, services, and systems that were designed, developed, manufactured, distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Entities in connection with the Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof; and

(ii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Smart Sensing Network Equipment.

(b) License of Non-Patent, Non-Trademark Licensed IP. Effective as of the Initial Closing Date the Seller hereby grants (and will cause each other Seller Party to grant, following each applicable Closing Date), to the Purchaser Licensees an irrevocable (except as expressly set forth herein), non-sublicenseable (except as expressly set forth herein), perpetual, fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Licensed IP (other than Trademarks and Patents):

(i) (A) to use such Licensed IP in the operation of the Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import, and otherwise dispose of products, services, and systems that were designed, developed, manufactured,   21





distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Entities in connection with the Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof; and

(ii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Smart Sensing Network Equipment.

Clauses (i) and (ii) above are collectively referred to as the Purchaser Licensed Activities. The license rights granted under this Section 2.2(b) include:

(1) with respect to Licensed IP that constitutes Copyrights or copyrightable materials (other than Software), the rights to reproduce, prepare Derivative Works of, perform, display, and distribute such Copyrights and copyrightable materials in connection with the Purchaser Licensed Activities; and

(2) with respect to Licensed IP that constitutes Software, the rights to (I) use, reproduce, prepare Derivative Works of, perform, and display such Software in connection with the Purchaser Licensed Activities; and (II) distribute such Software and Derivative Works of such Software in connection with the Purchaser Licensed Activities (but in Source Code form, solely as permitted pursuant to Section 2.2(f) and in accordance with Article V).

For the avoidance of doubt, this Section 2.2(b) shall not constitute a license to Trademarks.

(c) License of Trademark IP.

(i) License Grant. Effective as of the Initial Closing Date, the Seller hereby grants (and will cause each other Seller Party to grant, following each applicable Closing Date, to the Purchaser Licensees) a perpetual (unless terminated in accordance with Section 4.2(ii)(c)), fully paid-up, royalty-free, worldwide, non-transferable (except as set forth herein), non-exclusive license to use any and all Licensed Trademarks in the Business (including with respect to the Purchaser Licensed Activities), including with respect to all Derivative Works and natural evolutions of such Business, in a manner that is the same or substantially similar to the manner in which the Seller Entities have used the Licensed Trademarks in the Business.

(ii) Quality Control. Purchaser will cause each Purchaser Licensee, following the Initial Closing Date, to include appropriate Trademark notices as required by applicable Law in connection with each of their respective uses of the Licensed Trademarks. The Purchaser acknowledges and agrees that all use of the Licensed Trademarks by the Purchaser Licensees following the Initial Closing Date and all goodwill associated therewith shall inure to the benefit of the Seller.   22





Purchaser will cause the Purchaser Licensees to use the Licensed Trademarks following the Initial Closing Date with appropriate legends as required under applicable Law. Purchaser agrees that the quality of all Seller Excluded Products and any other products and services marketed or sold by the Purchaser Licensees under the Licensed Trademarks will conform to at least the level of quality of the Enterprise Products as currently provided by the Seller Entities as of the Initial Closing Date. Purchaser will (and will cause each Purchaser Licensee to) reasonably cooperate with Seller in facilitating Seller's control of such quality, permit reasonable inspection of the Purchaser Licensees' operations (upon reasonable notice and during normal business hours) solely with respect to their respective use of the Licensed Trademarks (if any), and supply Seller with specimens of any of their respective uses of the Licensed Trademarks (if any), including such specimens that are advertising or marketing materials, upon Seller's reasonable request, at Seller's expense.

(d) Transitional Trademark License.

(i) License Grant. Effective as of the Initial Closing Date, the Seller hereby grants (and will cause each other Seller Party to grant following each applicable Closing Date) to the Purchaser Licensees:

(A) for a period of one hundred eighty (180) days after the applicable Closing Date (the Mobility Transition Period), a fully paid-up, royalty-free, worldwide, non-transferable, non-exclusive sublicense to use any and all Mobility Trademarks, in accordance with the terms and conditions of the Mobility Trademark License; and

(B) for a period of seven hundred thirty (730) days after the applicable Closing Date (the Non-Mobility Transition Period), a fully paid-up, royalty-free, irrevocable (except as expressly set forth herein), worldwide, non-transferable, non- exclusive license to use any and all Retained Seller Trademarks (other than the Mobility Trademarks and Licensed Trademarks) that are or have been, on or prior to the Initial Closing Date, used in connection with the Business or any product, service, or system in the Business (the Non-Mobility Trademarks),

in each case of clauses (A) and (B), solely in connection with the operation of the Business or with the exercise of the licenses granted pursuant to Section 2.2(a) and Section 2.2(b), in a manner that is the same or substantially similar to the manner in which the Seller Entities used the Mobility Trademarks or Non-Mobility Trademarks, as applicable, in connection with the Business as of the Initial Closing Date, including with respect to existing signs and stocks of advertisements and promotional materials and items, inventory and packaging included in the Acquired Assets (Existing Stock) containing any Mobility Trademark or Non- Mobility Trademark. Seller Excluded Products manufactured during the Mobility Transition Period or Non-Mobility Transition Period that bear the Mobility Trademarks or the Non-Mobility Trademarks will be treated as   23





Existing Stock under this Section 2.2(d), except to the extent a Purchaser Licensee is separately sublicensed with respect to any such Mobility Trademark or Non-Mobility Trademark.

(ii) Purchaser Transition Efforts. Notwithstanding Section 2.2(d)(i), each Purchaser Licensee shall use Reasonable Efforts to discontinue the use of, exhaust, or otherwise dispose of, the Existing Stock after the Initial Closing Date and to modify all manufacturing equipment to cease to manufacture Seller Excluded Products marked with the Mobility Trademarks as soon as reasonably practicable after the Initial Closing Date.

(e) Purchaser Excluded Products. The licenses granted pursuant to Section 2.2(a), Section 2.2(b), and Section 2.2(c) do not extend to any product, system, or service if and solely to the extent such product, system, or service constitutes or includes a Purchaser Excluded Product, except for a Purchaser Excluded Product that is Smart Sensing Network Equipment that is, as manufactured by or for a Purchaser Licensee, not specifically enabled for use in conjunction with or for interoperability with a (i) Public Safety Next-Gen LTE Network or (ii) Two-Way Radio Network. By way of example, if a Purchaser Excluded Product is a single component of a product, system, or service that is otherwise licensed under Section 2.2(a), Section 2.2(b), or Section 2.2(c), such licenses do not extend to such component, but such licenses do extend to the remainder of such licensed product, system, or service.

(f) Sublicenses. Each Purchaser Licensee may grant sublicenses of the licenses granted to it pursuant to Section 2.2: (i) to any (for the avoidance of doubt, and without limiting any other provision of this IP Agreement, current or future) direct or indirect Subsidiary of Purchaser (but only for so long as such Person remains such a Subsidiary); (ii) to any other Person in connection with the sale or disposition of substantially all of the assets of a business or product line of any Purchaser Licensee; (iii) other than with respect to Section 2.2(a), for the purpose of any Person's (including resellers, distributors, and OEMs) distribution of products licensed under Section 2.2; (iv) other than with respect to Section 2.2(a), to any Person (including OEMs, JDMs, suppliers, contractors, and subcontractors) solely for the purpose of, and to the extent necessary for, such Person to perform any service (including any service with respect to the design, manufacture, import, export, or supply of any product, service, or system in the Business or any components thereof) for a Purchaser Licensee, and not for the direct benefit of such Person or any other Person, (v) other than with respect to Section 2.2(a), to a customer of a Purchaser Licensee for such customer's use of a product licensed under Section 2.2; or (vi) other than with respect to Section 2.2(a), with respect to Software, to any Person for the purpose of such Person's development of Software that is compatible or interoperates with a product licensed under Section 2.2. The Purchaser Licensees have no other right to grant sublicenses under any of the licenses granted to the Purchaser Licensees under this Section 2.2.

(g) Acknowledgement. The Purchaser acknowledges and agrees that the licenses granted under this Section 2.2 do not extend to Purchaser or any product, system or service manufactured, sold, designed, distributed, or supported by Purchaser directly or indirectly through any Purchaser Licensee, other than any Business Activities for Seller Excluded Products or Smart Sensing Network Equipment.   24





Section 2.3 Delivery.

(a) Documentation. To the extent in the possession or under the control of any Seller Party, the Seller shall provide (and shall cause the other Seller Parties to provide) to the Purchaser: (i) promptly after the Initial Closing Date, complete and accurate copies of all the following that constitute Transferred IP: file histories and notes (where such notes are regarding, with respect to Transferred IP, actual or potential disclosure dates or prior art dates, standards-essential Patents, or license or covenants not to sue granted to any Person with respect to such Transferred IP) from the Seller Parties' docketing systems of the pending Patent applications and issued Patents (and invention disclosures, if any, for all such applications and Patents that any Seller Party is able to provide using Reasonable Efforts), pending Trademark applications and Trademark registrations, Copyright applications and Copyright registrations, and unpublished Patent applications; (ii) within thirty (30) days after the Effective Date, for Transferred IP throughout the world, a list of the names, addresses, email addresses, and phone numbers of prosecution counsel and agents; (iii) within thirty (30) days after the Effective Date, a list of all actions that must be taken for Transferred IP throughout the world (a Transferred IP Docket) within one hundred eighty (180) days after the Effective Date (including the payment of any registration, maintenance, or renewal fees or the filing of any documents, corrections, or replies to any Governmental Entity, applications or certificates, for the purposes of prosecuting, maintaining, or renewing any such registered, issued, or applied-for Transferred IP); and (iv) at least on a monthly basis during the period of time from the Effective Date until the Initial Closing Date, reasonable access to the docketing information (with respect to such Transferred IP) generated by any Seller Party in the Ordinary Course consistent with how such Seller Party generates such information for itself. As of the Initial Closing Date, the Purchaser assumes all responsibility for the prosecution, maintenance and enforcement of the Transferred IP assigned under this IP Agreement as of the Initial Closing Date to a Purchaser Assignee, and the payment of all fees, and all other prosecution and maintenance activities associated with such Transferred IP. After the Effective Date, Seller shall (and shall cause the other Seller Parties to) cooperate and assist Purchaser in good faith with respect to: (A) providing information to Purchaser that is reasonably sufficient to allow Purchaser to understand prosecution, maintenance, renewal, and new filing activities with respect to the Transferred IP that occur or will occur between the Effective Date and the Initial Closing Date; and (B) providing written instructions to all prosecution counsel and agents throughout the world who are responsible for the Transferred IP to instruct such counsel and agents that Purchaser and the Purchaser Assignees will be responsible for the Transferred IP as of the Initial Closing Date and that all reasonably necessary steps should be taken to prevent the loss of any rights embodied by the Transferred IP unless such counsel and agents have received express written instructions to the contrary from Purchaser.

(b) Obligation to Deliver Technology. Following the Initial Closing Date, to the extent in the possession or under the control of any Seller Party and to the extent not   25





contained in storage media that constitutes an Acquired Asset and is delivered to the Purchaser, the Seller shall (and shall cause the other Seller Parties to), upon the Purchaser's reasonable request, use Reasonable Efforts to provide the Purchaser with all materials, Software, information, tangible embodiments, and other tangible things, as those terms have been interpreted pursuant to any applicable Laws governing the production of documents and things, constituting, comprising, related to, or necessary to practice the Transferred IP or Licensed IP. To the extent that such materials, Software, information, tangible embodiments, and other tangible things constitute, comprise or relate to any Intellectual Property licensed to Seller under Section 2.1(c) or Section 2.1(d) or the Licensed IP, the Seller shall be permitted to retain a reasonable number of copies of such documents, materials, Software, information, tangible embodiments, and other tangible things. Purchaser shall use Reasonable Efforts to inform Seller of the locations of any such materials, Software, information, tangible embodiments, and other tangible things requested by Purchaser, where Purchaser has actual knowledge of such locations.

Section 2.4 General Intellectual Property Provisions.

(a) Termination of Third Party Contracts. The license rights granted to the Purchaser Licensees under any Licensed IP that constitutes Third-Party Intellectual Property, if any, are subject to the terms and conditions of the Contracts applicable to such Licensed IP, and will terminate upon (i) termination of such Contracts, or (ii) termination of the Seller Parties' right to sublicense the Purchaser Licensees under such Contracts, in each case by the applicable third party licensor or sublicensor, as applicable (and not by a Seller Party).

(b) Compliance with Third Party Contracts. Following the Initial Closing Date, the Purchaser shall cause the Purchaser Licensees and its and their employees, contractors and agents to, comply with the terms and conditions of any such Contracts that are listed on Schedule 2.4(b) to the extent such terms and conditions are applicable to the Third-Party Intellectual Property sublicense rights granted to the Purchaser Licensees pursuant to this IP Agreement; provided, however, that the foregoing shall not require any Purchaser Licensee (or any current or future Affiliate thereof) or any of their respective employees, contractors, or agents (i) to pay or otherwise be responsible for any direct or indirect amounts, fees, charges, costs, or other consideration to any Person or (ii) to grant any license (or covenant not to sue) with respect to any Intellectual Property, in each case of clauses (i) and (ii) with respect to any such Contract.

(c) No Implied Rights. The Purchaser acknowledges and agrees that, except as expressly set forth in Section 2.1 and Section 2.2 of this IP Agreement, (i) the Purchaser Licensees are not obtaining any rights in or to any Seller IP or Retained Seller Trademarks under this IP Agreement, and (ii) nothing in this IP Agreement confers on the Purchaser Licensees any right to use any name of any Seller Party in any advertising, publicity or other promotional activities; provided, however, that notwithstanding anything to the contrary contained in this IP Agreement, the Purchaser Licensees and any of their current or future Affiliates may make factual, non-trademark use of Seller's and the other Seller Parties' full corporate names in order to fairly and accurately describe the history of the Business. Nothing herein prohibits such Purchaser Licensees and such   26





Affiliates from maintaining books and records containing documents of files marked with any Retained Seller Trademarks in the Ordinary Course for archival and regulatory compliance purposes.

(d) Third-Party Trademarks. Except as otherwise expressly provided herein, nothing in this IP Agreement confers on the Purchaser Licensees any right to use any Trademarks owned by any Person other than the Seller Parties. Except with respect to the Trademarks set forth on Schedule 2.4(d), following the Initial Closing Date, the Purchaser Licensees may not add any such Trademarks to any inventoried Enterprise Products of the Business existing as of the Initial Closing Date that are part of the Acquired Assets and that contain a Trademark licensed to the Seller Parties pursuant to the Mobility Trademark License without the Seller's prior written consent.

Section 2.5 Standards Organizations. The Seller or at least one other Seller Party is a member of the SDOs listed on Schedule 3.8(a) of the Seller IPA Disclosure Schedule. The Seller shall provide (and shall cause the other Seller Parties to provide) to Purchaser within ninety (90) days of the Initial Closing Date, complete and accurate copies of, any IP policies, other licensing commitments, and generally applicable member requirements that are associated with any SDO listed on Schedule 3.8(a) of the Seller IPA Disclosure Schedule and complete copies of all IP declarations, pledges, commitments, and other statements that any Seller Party has made in association with the Transferred IP, in all cases, with respect to each such copy, to the extent that Purchaser cannot obtain such copy using Reasonable Efforts and Seller is not prohibited from providing such copy to Purchaser). During the period of time between the Effective Date and the Initial Closing Date, Seller shall promptly notify Purchaser if any Seller Party becomes a member of any SDO not listed on Schedule 3.8(a) of the Seller IPA Disclosure Schedule, becomes subject to any other IP policy, licensing commitment, or generally applicable member requirement of any SDO, or submits any IP declaration, pledge, commitment, or other statement to any SDO. The Purchaser acknowledges and agrees that Patents that are Transferred IP may be subject to the requirements of such SDOs. Subject to the Purchaser's receipt prior to the Initial Closing Date of such applicable IP policies, other licensing commitments, and generally applicable member requirements, the Purchaser agrees, with respect to Patents that are Transferred IP, to comply (and will cause the Purchaser Assignees to comply) with the licensing commitments imposed on members of such SDOs and to comply with any other requirements of such SDOs that are generally applicable to members thereof, to the extent Seller is required to pass such commitments or requirements on to Purchaser under its agreements with the applicable SDO.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as specifically set forth in, or qualified by any matter set forth in, the disclosure schedules, dated as of the date of this IP Agreement and delivered by the Seller to the Purchaser (collectively, the Seller IPA Disclosure Schedule) (it being agreed that the disclosure of any matter in any section or subsection in the Seller Disclosure Schedule, the Seller IPA Disclosure Schedule or the Seller EMA Disclosure Schedule shall be deemed to have been disclosed in any other section or subsection in the Seller Disclosure Schedule to which the applicability of such   27





disclosure is reasonably apparent on the face of such disclosure), the Seller represents and warrants to the Purchaser as follows:

Section 3.1 Ownership. With respect to each item of Assigned IP and Acquired Company IP, respectively, such item is owned by a Seller Party or an Acquired Company, respectively, and such Seller Party or Acquired Company, respectively, has marketable title to such item. Schedules 1.1(b) and 1.1(c) of the Seller IPA Disclosure Schedule collectively set forth a complete and accurate list of all registered, issued, or applied-for Intellectual Property that constitutes Acquired Company IP and Schedules 1.1(h), 1.1(l), and 1.1(n) of the Seller IPA Disclosure Schedule collectively set forth a complete and accurate list of all registered, issued, or applied-for Intellectual Property that constitutes Assigned IP (such Acquired Company IP and Assigned IP, collectively, the Registered Intellectual Property). For each listed item, each of Schedule 1.1(b), 1.1(c), 1.1(h), 1.1(l), and 1.1(n) of the Seller IPA Disclosure Schedule, as applicable, indicates, as applicable, each owner of each such item of Registered Intellectual Property, the jurisdictions in which each such item of Registered Intellectual Property has been issued or registered or in which any application for such issuance or registration has been filed, the registration or application number, and the application filing or registration dates thereof. Each such item of Registered Intellectual Property is subsisting and, to the Knowledge of the Seller, valid and enforceable (except with respect to applications for Intellectual Property). A Seller Party has sufficient right, title, and interest in and to the Licensed IP to grant the licenses granted under this IP Agreement with respect thereto.

Section 3.2 Encumbrances. Except as set forth on Schedule 3.2(a) of the Seller IPA Disclosure Schedule, the Transferred IP is free and clear of any Encumbrances (other than Permitted Encumbrances and obligations under applicable SDO agreements with SDOs listed on Schedule 3.8 of the Seller IPA Disclosure Schedule) and, as of the Initial Closing Date, will be fully transferable, alienable, and licensable by the Purchaser Assignees and Acquired Companies without restriction and without payment to any Person and, except as set forth on Schedule 3.2(b) of the Seller IPA Disclosure Schedule, no Person has an option to take an assignment or license of any Transferred IP.

Section 3.3 Claims. Except as set forth on Schedule 3.3(a) of the Seller IPA Disclosure Schedule, (i) no Legal Proceeding is pending against any Seller Entity, (ii) no Legal Proceeding has been brought against any Seller Entity during the last three (3) years that was not resolved (other than pursuant to a settlement or license Contract), and (iii) no Claim has been threatened in writing against any Seller Entity during the last three (3) years (and, with respect to clause (B), was directed to the Seller Entities' Legal and Governmental Affairs group (including any member or representative thereof and any attorney of any of the Seller Entities) or of which any of them were aware), in each case of clauses (i) through (iii), (A) with respect to any infringement, misappropriation, or other violation, of any Intellectual Property of any Person (or any unfair competition or trade practices) by any Seller Entity in connection with an Enterprise Product (including by any making, having made, using, selling, offering for sale, importing, and otherwise disposing of an Enterprise Product or any services in connection therewith), including any unsolicited offers to license specifically directed (in whole or in part) to an Enterprise Product and directed to the Seller Entities' Legal and Governmental Affairs group (including any member or representative thereof and any attorney of any of the Seller Entities) or of which any of them were aware, unsolicited demands to license, or cease and desist letters, or   28





(B) challenging the enforceability, use, ownership, scope, or validity, of any Transferred IP (other than office actions issued in the ordinary course of prosecuting any pending patent or trademark application). Except as set forth on Schedule 3.3(b) of the Seller IPA Disclosure Schedule, with respect to the infringement, misappropriation, or other violation of any Transferred IP, (1) no Legal Proceeding has been brought during the last six (6) years or is pending, and (2) no Claim has been threatened in writing during the last three (3) years, against any Person by any Seller Entity. None of the Enterprise Products or Transferred IP are subject to any outstanding Order restricting or otherwise limiting the use, validity, enforceability, disposition, or exploitation thereof or any right, title, or interest of any Seller Entity with respect thereto.

Section 3.4 Material IP Contracts. Schedule 3.4 of the Seller IPA Disclosure Schedule sets forth a complete and accurate list of all of the following (the Material IP Contracts): (i) Contracts to which any Acquired Company is a party under which (A) a Person grants to an Acquired Company a license to (or covenant not to sue with respect to) Intellectual Property in connection with the Business (the In-bound Licenses) (provided that Seller shall not be required to list Off-the-Shelf Software Licenses and Contracts for Open Source Software), or (B) an Acquired Company grants to any Person a license to (or covenant not to sue with respect to) Intellectual Property (the Out-bound Licenses) (provided that Seller shall not be required to so list non-exclusive licenses granted in the Ordinary Course to a (I) supplier solely for the purposes of, and to the extent necessary for, such supplier to design, manufacture and supply Enterprise Products for any Seller Entity with respect to the Business, and not for the direct benefit of such supplier or any other Person, or (II) customer solely for such customer's use of an Enterprise Product), (ii) other than In-Bound Licenses and Out-Bound Licenses set forth in Schedule 3.4(a) or Schedule 3.4(b) of the Seller IPA Disclosure Schedule, material Contracts entered into by any Seller Entity that materially adversely affect any Seller Entities' ability to own, use, transfer, license, or enforce any Transferred IP (including any sole or exclusive license grants) or that require payment of royalties with respect to any Transferred IP, and (iii) all Contracts (other than Assumed Contracts set forth on Schedule 1.1(c) of the Acquisition Agreement) entered into by any Seller Entity pursuant to which, as of the Initial Closing Date, any Acquired Company is a licensee or sublicensee of any cross-license to any Patent that claims or is alleged to claim any Wireless Standard or that is a general cross-license to any Patent, excluding any such Contracts that will expire or terminate within six (6) months after the Effective Date.

Section 3.5 Non-Infringement. Except as set forth on Schedule 3.5(a) of the Seller IPA Disclosure Schedule, the operation of the Business as currently conducted does not infringe, misappropriate, or otherwise violate (or constitute any unfair competition or trade practices), and has not, during the past six (6) years with respect to Patents and during the past three (3) years with respect to all other Intellectual Property, infringed, misappropriated, or otherwise violated (or constituted unfair competition or trade practices), of any Intellectual Property of any Person in any material respect; provided that the foregoing representation is limited to the Knowledge of the Seller with respect to any third party Patents to the extent they claim or are alleged to claim Wireless Standards. Except as set forth on Schedule 3.5(b) of the Seller IPA Disclosure Schedule, to the Knowledge of the Seller, no Person is infringing, misappropriating, or otherwise violating, or, within the last three (3) years, has infringed, misappropriated, or otherwise violated, any Transferred IP in any manner material to the Business.   29





Section 3.6 Employees. All Persons (including current and former employees, contractors, and consultants of any of the Seller Entities) who have conceived, created, invented, modified, improved, or developed any Intellectual Property material to, and used in or necessary for, the operation of the Business, for (or under the direction or supervision of) any Seller Entity (during the course of such employment, engagement, or Contract term therewith, as applicable) have executed and delivered to a Seller Entity, a Contract (i) providing for the non-disclosure by such Person of any trade secrets or other material confidential information of any of the Seller Entities with respect to such Intellectual Property, and (ii) providing for the assignment by way of a present grant of assignment (or, in the case of an independent contractor or consultant of (a) a Seller Entity (other than an Acquired Company), a sublicenseable license, or (b) an Acquired Company, a license) by such Person to a Seller Entity of any such Intellectual Property arising out of such Person's employment by, engagement by, or Contract with such Seller Entity, except where the failure to have such a Contract would not reasonably be expected to have a material adverse effect on the Business; provided, however, that the foregoing representation shall be to the Knowledge of the Seller solely with respect to any such contractor or consultant engaged by, or contracted with, a Seller Entity other than with the involvement or awareness of the Seller Entities' Legal and Governmental Affairs group (including any member or representative of and any attorney of any of the Seller Entities). No such Person has made any assertions with respect to any alleged ownership or title to any such Intellectual Property. To the Knowledge of the Seller, no such Person is in violation of any term or condition of any such Contract.

Section 3.7 Software. None of the Seller Entities (i) has delivered, licensed, released, or disclosed to any Person any of the Source Code for any Enterprise Product (other than, in the Ordinary Course to: (1) an employee of a Seller Entity, (2) a contractor or supplier of a Seller Entity solely for the purposes of, and to the extent necessary for, such contractor or supplier to develop, manufacture, and supply Enterprise Products for any Seller Entity, and not for the direct benefit of such contractor or supplier or any other Person, or (3) with respect to Source Code that is not material to the Business, a customer of a Seller Entity with respect to Enterprise Products or to any Person for the purpose of such Person's development of Software that is compatible or interoperates with an Enterprise Product, in each case of clauses (1) through (3), under written Contracts (which include confidentiality, use, and disclosure restrictions) normally used by the applicable Seller Entity to protect its own similar confidential or proprietary information (and in no event less stringent than the terms and conditions of Article V)), except as would not reasonably be expected to have a material effect on the Business, or (ii) is a party to any Contract requiring the deposit of any such Source Code with an escrow agent or escrow service (or other escrow Contract) or requiring the sharing or disclosure of any such Source Code with any Person. With respect to any Open Source Software that is or has been used by a Seller Entity in any way in connection with any Enterprise Product (including any Open Source Software that is Incorporated Into any Enterprise Product by or on behalf of a Seller Entity), the Seller Entities are and have been in compliance in all material respects with all applicable licenses with respect thereto. No Software that is governed by (or has otherwise been licensed or made available to a Seller Entity under) a Reciprocal License has been (a) Incorporated Into any Enterprise Product by or on behalf of a Seller Entity, or (b) distributed or made available to any Person in connection with the Business by any Seller Entity, in each case of clauses (a) and (b), in a manner that would or does require or condition any right to perform the activity described in clause (a) or (b) on any of clauses (i) through (v) of the definition of Reciprocal License (with   30





respect to such Software). The Seller Entities are in possession of any material Source Code owned by any of the Seller Entities (including any such Source Code to any Enterprise Product) that is related to the Business.

Section 3.8 SDOs. Except as set forth on Schedule 3.8(a) of the Seller IPA Disclosure Schedule, no Seller Entity is an SDO Member. To the extent any Seller Entity is an SDO Member, such Person complies and has complied with all applicable rules and terms and conditions of membership (including all related disclosure obligations), and each Seller Entity is and has been, in material compliance with all Laws related to being an SDO Member, in each case, in connection with the Business. Schedule 3.8(b) of the Seller IPA Disclosure Schedule sets forth a complete and accurate list, to the Knowledge of the Seller, of all Transferred IP that constitutes a Patent that is specifically identified in a disclosure to any SDO where such Patent is subject to any rule, term or condition, license, disclosure obligation, commitment, or agreement related to such SDO (together with a description or reference to such rule, term or condition, license, disclosure obligation, commitment, or agreement).

Section 3.9 Intellectual Property Assets. Assuming (i) the receipt of all consents required to assign or transfer any Assumed Contract (or, with respect to those which are not received, the cooperation by Seller pursuant to Section 10.6 of the Acquisition Agreement), (ii) the replication or split and partial assignment of all Non-Assignable Shared Contracts material, individually or in the aggregate, to the Business as contemplated by Section 10.7 of the Acquisition Agreement, and (iii) the acquisition of all regulatory approvals of Governmental Entities required in connection with the authorization, execution and delivery of the Acquisition Agreement and the consummation of the Contemplated Transactions and excluding all (A) with respect to the receipt of administrative or corporate services or benefits (as set forth in Section 1.2(b) of the Acquisition Agreement), Software and other Third-Party Intellectual Property used in connection with such services or benefits provided to the Acquired Companies pursuant to the Transition Services Agreement, (B) rights granted to the Seller Group under the Contracts set forth on Schedule 3.9 of the Seller IPA Disclosure Schedule, (C) Licensed Mobility Patents (as defined in the Mobility Intellectual Property License) and Mobility Technology (as defined in the Mobility Intellectual Property License), in each case to the extent licensed to each member of the Motorola Group (as defined in the Mobility Intellectual Property License) as of the Initial Closing Date pursuant to the Mobility Intellectual Property License, and (D) Intellectual Property (other than Licensed IP) owned by, or licensed from any Person (other than the Seller Entities) to, a supplier of the Seller Entities that is used by such supplier for the purposes of, and to the extent necessary for, such supplier to manufacture and supply Enterprise Products for the Seller Entities with respect to the Business, and (E) Patents to which the Seller Entities are not licensed as of the Effective Date and that claim Wireless Standards,: the Transferred IP and the Licensed IP, taking into account all provisions of this IP Agreement and the other Transaction Agreements, will be sufficient to enable the Purchaser Assignees and Purchaser Licensees to design, develop, manufacture, import, market, distribute, offer for sale, sell, resell, import, export, use, and support the Enterprise Products and perform services in connection therewith immediately following the Initial Closing in all material respects as designed, manufactured, imported, marketed, distributed, offered for sale, sold, imported, exported, used, supported, and provided, as applicable, by the Seller Entities as of the Effective Date; provided that the foregoing shall not be construed as a representation or warranty against third party Intellectual Property infringement claims. The Purchaser Licensees shall have,   31





following the Initial Closing Date, sufficient rights with respect to the Trademarks licensed to the Purchaser Licensees pursuant to Section 2.2(d), to resell after the Initial Closing Date, finished Enterprise Products that are part of the Acquired Assets or Acquired Company Assets and that bear, as of the Initial Closing Date, any of such Trademarks.

Section 3.10 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS IP AGREEMENT OR ANOTHER TRANSACTION AGREEMENT, NEITHER PARTY (NOR ANY MEMBER OF ITS GROUP OR ANY OF ITS AFFILIATES) MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO ANY INTELLECTUAL PROPERTY ASSIGNED OR LICENSED BY ANY OF THEM TO THE OTHER PARTY (OR ANY MEMBER OF THE OTHER PARTY'S GROUP OR ANY OF ITS AFFILIATES), IN EACH CASE INCLUDING ITS CONDITION, ITS MERCHANTABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, OR TITLE OR NON- INFRINGEMENT.

Section 3.11 No Other Warranties or Covenants. Without limiting Section 3.11, except as expressly set forth in this IP Agreement or another Transaction Agreement, nothing contained in this IP Agreement shall be construed as: (i) a warranty or representation by any Seller Party or Purchaser Assignee or Acquired Company as to the validity or scope of the Transferred IP or the Licensed IP; (ii) conferring any license or any other right, by implication, estoppel or otherwise, under any Seller IP or Transferred IP, except as expressly granted herein; (iii) imposing on any Seller Party or Purchaser Assignee or Acquired Company any obligation to institute any suit or action for infringement of any Transferred IP or Licensed IP, or to defend any suit or action brought by any Person which challenges or concerns the validity of any Transferred IP or Licensed IP; (iv) a warranty or representation by any Seller Party or Purchaser Assignee or Acquired Company that any manufacture, use, sale, lease or other disposition of products by the Purchaser Licensees or Seller Parties or the use of any Transferred IP or Licensed IP will be free from infringement of any Intellectual Property; or (v) imposing on either party any obligation to file any patent application or to secure any patent or maintain any patent in force.

ARTICLE IV TERM AND TERMINATION

Section 4.1 Term. The term of this IP Agreement shall be from the Effective Date until all of the Intellectual Property licensed hereunder is in the public domain (provided, however, that in such event the representations and warranties in Article III shall survive (and terminate) in accordance with the Acquisition Agreement) or this IP Agreement is terminated pursuant to Section 4.3. This IP Agreement shall not expire or terminate for any other reason (even in the event of a material breach).

Section 4.2 Irrevocability of Licenses. Each of the parties acknowledges and agrees that the licenses granted hereunder (i) are irrevocable and (ii) may not be terminated for any reason (even in the event of a material breach), except that (a) with respect to Licensed IP that constitutes Third-Party Intellectual Property, solely as provided in Section 2.4(a), (b) with respect to a particular Patent licensed under this IP Agreement, the license granted to such Patent shall automatically terminate upon the expiration of the statutory term (including all extensions   32





and renewals) of such Patent, and (c) Seller may terminate the license granted to the Purchaser Licensees pursuant to Section 2.2(c) (and no other provision of this IP Agreement), following the Initial Closing Date and upon prior written notice to Purchaser, in the event Purchaser materially breaches Section 2.2(c) and fails to cure such material breach within one hundred twenty (120) days after Purchaser's receipt of written notice from Seller (which such notice shall contain a reasonable description of such material breach and a statement of Seller's intent to terminate the license granted to the Purchaser Licensees pursuant to Section 2.2(c) if such material breach is not cured within such one hundred twenty (120) day period). Nothing herein shall preclude any party from seeking damages or other remedies at law or in equity (other than termination of this IP Agreement or any license to any Intellectual Property granted under this IP Agreement) for any breach hereof.

Section 4.3 Termination of Agreement. This IP Agreement will terminate automatically and without need for further action by either party in the event that the Acquisition Agreement is terminated in accordance with its terms.

Section 4.4 Effect of Termination. Upon termination of this IP Agreement pursuant to Section 4.3, this IP Agreement and the rights and obligations of the parties under this IP Agreement, including any obligation to make any assignment or grant any license hereunder, automatically end without any liability against any party or its Affiliates, except as otherwise provided in the Acquisition Agreement and except that the provisions of this Section 4.4, Article V, Section 6.1, Section 6.2, Section 6.6, Section 6.7, Section 6.8, Section 6.9, Section 6.10, Section 6.11, Section 6.12, and Section 6.13 will remain in force and survive any termination of this IP Agreement.

Section 4.5 Bankruptcy. The parties acknowledge and agree that the licenses granted hereunder are licenses of intellectual property within the meaning of Section 365(n) of the Bankruptcy Code (Section 365(n)), which have been licensed hereunder in a contemporaneous exchange for value. The parties further acknowledge and agree that if the Seller (or any of its Affiliates) or the Purchaser (or any of its Affiliates), as applicable (the Insolvent Party): (i) becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; (ii) applies for or consents to the appointment of a trustee, receiver or other custodian for it, or makes a general assignment for the benefit of its creditors; (iii) commences, or has commenced against it, any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings; or (iv) elects to reject, or a trustee on behalf of it elects to reject, this IP Agreement or any agreement supplementary hereto, pursuant to Section 365 of the Bankruptcy Code (Section 365), or if this IP Agreement or any agreement supplementary hereto is deemed to be rejected pursuant to Section 365 for any reason, this IP Agreement, and any agreement supplementary hereto, shall be governed by Section 365(n) and the other party may elect to fully exercise its rights under this IP Agreement in accordance with Section 365(n). Upon written request from such other party to the Insolvent Party, its applicable Affiliates, or the bankruptcy trustee, of such other party's election to proceed under Section 365(n), such Insolvent Party, its applicable Affiliates, such bankruptcy trustee, or any third party agent shall comply in all respects with Section 365(n), including providing such other party (and its Affiliates) with the Intellectual Property licensed to such other party (and its Affiliates) and not interfering with the rights of such other party (and such Affiliates) as provided in this IP Agreement to obtain access to such Intellectual Property from such Insolvent Party, its applicable Affiliates, the bankruptcy trustee, or any third party agent.   33





ARTICLE V CONFIDENTIALITY

Each party shall (and shall cause the other members of its Group and its Affiliates to) hold the Source Code, trade secrets and other confidential information licensed to any of them under this IP Agreement in confidence, and shall protect the confidentiality thereof using at least the same degree of care that it uses to protect its own similar confidentiality or proprietary information, but in no event using less than a reasonable degree of care. Each party shall not (and shall cause the other members of its Group and its Affiliates not to) (i) disclose any such Source Code, trade secrets, or confidential information to any Person other than to (a) those of its employees who have a need to know, or (b) other third Persons (including customers, suppliers, prospective suppliers, or joint developers), or (ii) use or disclose such Source Code, trade secrets and other confidential information except as necessary to exercise its rights or perform its obligations under this IP Agreement in accordance with any applicable restrictions or obligations with respect thereto, in each case of clauses (i) and (ii), under written Contracts (which include confidentiality, use, and disclosure restrictions) normally used by such party to protect its own similar confidential or proprietary information (and in no event less stringent than the terms and conditions of this Article V). This Article V will not apply to Source Code, trade secrets, or other confidential information of a party or any other member of its Group or any of its Affiliates where the other party can demonstrate such Source Code, trade secrets, or other confidential information (A) is or becomes generally known to the public or enters the public domain, other than as a result of a breach of this IP Agreement by such other party or a member of its Group or its Affiliates, (B) was rightfully disclosed to such other party or a member of its Group or its Affiliates by a third Person provided that such other party or member complies with the restrictions imposed by the third Person, or (C) was developed independently by such other party or member or Affiliate without use of or reference to any information disclosed to any of them by such party. If a party or any of members of its Group or its Affiliates is legally required to disclose any of the other party's Source Code, trade secrets, or other confidential information in connection with any legal proceeding, such party shall promptly notify the other party of the foregoing so that the other party may seek to prevent such disclosure or obtain the entry of a protective order or other appropriate protective device or procedure. The disclosing party shall fully cooperate with and aid such other party in connection with the foregoing. If a protective order or other protective device satisfactory to such other party is not obtained, the disclosing party or its applicable member will disclose only that portion of such Source Code, trade secrets, or other confidential information that is legally required to be disclosed (and will notify the other party of which portions are disclosed). Each party shall take steps reasonable under the circumstances to protect the confidentiality of all Source Code, trade secrets, and other confidential information licensed under this IP Agreement by it or its Affiliates to the other party or a member of its Group or any of its Affiliates.   34





ARTICLE VI GENERAL PROVISIONS

Section 6.1 Remedies. The sole and exclusive remedy for any breach of this IP Agreement, including the representations and warranties and covenants herein, shall be as set forth in Article 8 of the Acquisition Agreement. The representations and warranties and covenants contained herein shall terminate in accordance with Section 8.4 of the Acquisition Agreement

Section 6.2 Assignment. Neither party may assign (whether by operation of law or otherwise) this IP Agreement, or any of its licenses, rights, privileges or obligations hereunder, without the prior written consent of the other party, and any such attempted assignment shall be void; provided, however, that, following the Initial Closing Date, without any such prior written consent but upon prior written notice to the other party, each party may assign this IP Agreement to: (i) an Affiliate; (ii) a lender for collateral security; (iii) a Person that succeeds to all or substantially all of its business or assets to which this IP Agreement relates in connection with a merger or sale of all or substantially all of its assets to which this IP Agreement relates; or (iv) corporate reorganization of the party in which the ultimate ownership of the party immediately prior to such reorganization is the same as the ultimate ownership of the party immediately after such reorganization. If a Seller Party assigns or transfers any Licensed IP, the Seller shall (or shall cause the applicable Seller Party to) expressly condition such assignment or transfer on the express acknowledgement and agreement of the assignee or transferee that all such Licensed IP is bound by the license grants set forth herein. If Purchaser or a Purchaser Assignee assigns or transfers any Intellectual Property licensed to the Seller Parties pursuant to Section 2.1(c) or Section 2.1(d), the Purchaser shall (or shall cause the applicable Purchaser Assignee to) expressly condition such assignment or transfer on the express acknowledgement and agreement of the assignee or transferee that all such Intellectual Property is bound by such license grants. Notwithstanding anything to the contrary contained in this IP Agreement, Article III may only be assigned by a party (and shall be assigned by a party) together with such party's assignment of the Acquisition Agreement in accordance with the terms and conditions thereof. Subject to the foregoing limitations, this IP Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 6.3 Effect of Merger or Change of Control. Upon a merger or change of control of a party (including, for purposes of this Section 6.3, with respect to Purchaser any Purchaser Licensee and with respect to Seller any Seller Party) (a Change of Control Event) with or to a Person (other than a Person that is a then-current Affiliate of such party) (the Buyer), the license rights granted under Article II to such party shall not extend to the Buyer or any of its Affiliates existing immediately prior to the Change of Control Event or any of its or their past, current, or future products, systems or services. If as a result of the Change of Control Event such party remains a separate, independent legal entity (or is merged into another Person, where such Person was formed or created for the purpose of the Change of Control Event or where such Person is a then-current Affiliate of such party), then the license rights granted to such party under Article II shall continue in full force and effect. If as a result of the Change of Control Event such party is merged into the Buyer (other than if the Buyer is formed or created for the purpose of the Change of Control Event) or another Person (other than if such Person is formed or created for the purpose of the Change of Control Event or if such Person is a then-   35





current Affiliate of such party) or otherwise does not remain a separate, independent legal entity (except if such party is merged into another Person, where such Person was formed or created for the purpose of the Change of Control Event or where such Person is a then-current Affiliate of such party), then (i) the license rights granted to such party under Article II shall be limited to the operation of the business and the products, systems, and services (including Smart Sensing Network Equipment and Public Safety LTE Smartphone Devices, as applicable) of such party existing as of the effective date of the Change of Control Event and Derivative Works and natural evolutions thereof (but, in all cases, with respect to such license rights, subject to Section 2.1(e) or Section 2.2(e), as applicable), and (ii) no rights or licenses granted to such party under Article II may be extended to the Buyer or any of its Affiliates existing immediately prior to the Change of Control Event in connection with any of its or their past, current, or future products, systems or services.

Section 6.4 Acquisitions. If either party acquires a business or a Person that conducts a business covering any of the same products, systems, or services as those covered by any license granted under Article II to such acquiring party (a Future Acquisition) (whether in an asset or equity transaction), any such license shall be deemed to apply to such same products, systems, and services (but no other products, systems or services) of such acquired business or Person; provided, that all Patents acquired in connection with such Future Acquisition are licensed to the non-acquiring party and, in the case of Seller, the Seller Parties or, in the case of Purchaser, the Purchaser Licensees, pursuant to the terms and conditions of this IP Agreement. In such event, any such acquired Person shall be deemed a Seller Party or a Purchaser Licensee hereunder, as the case may be.

Section 6.5 Further Assurances. Each of the parties agrees that from time to time, at the reasonable request and expense of the other party, it shall execute and deliver such other documents and take such other actions as the other party may reasonably request to effectuate the transactions contemplated by this IP Agreement (including any short form documentation evidencing the licenses granted by any Seller Party hereunder or other documentation to perfect or record the rights granted hereunder in the Transferred IP or Licensed IP in any jurisdiction throughout the world). The Seller acknowledges and agrees (including on behalf of the other Seller Parties) that the Purchaser or any of its Affiliates may record and perfect this IP Agreement or such documentation in any jurisdiction throughout the world, and the Seller shall (and shall cause the other Seller Parties to) cooperate therewith, at the Purchaser's expense. The Purchaser hereby requests, and the Seller hereby grants (and shall cause the other Seller Parties to grant) to the Purchaser and its Affiliates, all rights necessary to record this IP Agreement or such documentation with the United States Patent and Trademark Office, the United States Copyright Office, and any equivalent office or agency in any jurisdiction in the world. Seller shall (and shall cause the other Seller Parties) to, between the Effective Date and the Initial Closing Date, cooperate with the Purchaser in connection with the Purchaser's preparation for acquiring the Business, including (i) by reasonably sharing information to prevent any loss of any of the Seller Entities' rights to any Intellectual Property constituting Transferred IP or Licensed IP, and (ii) facilitating between the parties and their respective Affiliates' communication and sharing of information related to this IP Agreement.   36





Section 6.6 Governing Law; Forum.

(a) The Laws of the State of Delaware (without reference to its principles of conflicts of law) shall govern the construction, interpretation and other matters arising out of or in connection with this IP Agreement and its schedules (whether arising in contract, tort, equity or otherwise).

(b) Except with respect to (i) the result arising out of the escalation referenced in Section 2.1(b)(iii)(B) and (ii) the result of the escalation referenced in Section 2.1(b)(iii)(F) and any arbitration pursuant to Section 2.1(b)(iii)(F) (other than to enforce any arbitral judgment), the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware over any Dispute arising out of or relating to this IP Agreements or any agreement or instrument contemplated thereby or entered into in connection herewith or therewith or any of the transactions contemplated hereby or thereby. Each party hereby irrevocably agrees that all claims in respect of such Dispute or proceeding will be heard and determined in such courts (and the courts hearing appeals from such courts). The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such Dispute brought in such court or any defense of inconvenient forum in connection therewith. TO THE EXTENT PERMITTED BY APPLICABLE LAW THEN IN EFFECT, EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM WHETHER BASED ON CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR RELATING TO THIS IP AGREEMENT OR THE ACTION OF ANY OF THE PARTIES THERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

Section 6.7 Severability. If any term or provision of this IP Agreement is determined to be invalid, illegal or unenforceable, the remaining terms and provisions of this IP Agreement remain in full force, if the essential terms and conditions of this IP Agreement for each party remain valid, binding and enforceable. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this IP Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 6.8 Entire Agreement; Conflicting Provisions. This IP Agreement, together with the other Transaction Agreements and any side letters executed by the parties in connection therewith, and all of the exhibits and schedules appended hereto and thereto, constitute the final, complete and exclusive statement of the parties' agreement on the matters contained herein and therein. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this IP Agreement and the other Transaction Agreements are superseded by this IP Agreement and the other Transaction Agreements, including, but subject to Section 5.5(b) of the Acquisition Agreement, the NDA. In the event of any conflict between any specific provision of this IP Agreement (including Article V) and the provisions of the Acquisition Agreement with respect to the subject matter hereof, the provisions of this IP Agreement will control.





Section 6.9 Counterparts. The parties may execute this IP Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This IP Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission which includes a copy of the sending party's signature(s) is as effective as signing and delivering the counterpart in person.

Section 6.10 Amendment. The parties may amend this IP Agreement only by a written agreement signed by the parties and that identifies itself as an amendment to this IP Agreement.

Section 6.11 Waiver. The parties may waive a provision of this IP Agreement only by a writing signed by the party against whom enforcement of the waiver is sought. A party is not prevented from enforcing any right, remedy or condition in the party's favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a party's rights and remedies in this Agreement is not intended to be exclusive, and a party's rights and remedies are intended to be cumulative to the extent permitted by Law and include any rights and remedies authorized in Law or in equity.

Section 6.12 Notices. Each party giving any notice required or permitted under this IP Agreement will give the notice in writing, and shall be deemed to have been duly given: (i) when received if delivered personally; (ii) when transmitted if sent by facsimile (with transmission confirmed); (iii) the day after it is sent if sent by commercial overnight courier; (iv) upon receipt if sent by certified or registered mail (return receipt requested); or (v) when transmitted if sent by email (with receipt confirmed by recipient). Notice to a party is effective for purposes of this Agreement only if given as provided in this Section 6.12 at the address of which the sending party has been notified in accordance with this Section 6.12.   If to the Seller:



Motorola Solutions, Inc. 1303 E. Algonquin Road Schaumburg, Illinois 60196 Facsimile: +847.576.4688 Email: michael.annes@motorolasolutions.com



Attention: Michael Annes, Senior Vice President, Business Development and Ventures   38





With copies to:



Motorola Solutions, Inc. 1303 E. Algonquin Road Schaumburg, Illinois 60196 Facsimile: +847.576.4688 Email: mark.hacker@motorolasolutions.com Attention: Mark Hacker, General Counsel   Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 United States of America Facsimile: +1.312.558.5700 Email: mcostigan@winston.com odavid@winston.com Attention: Matthew D. Costigan Oscar A. David

If to the Purchaser:



Zebra Technologies Corporation 475 Half Day Road Suite 500 Lincolnshire, IL 60069 Facsimile: (847) 821-1492 Email: jkaput@zebra.com Attention: Jim Kaput, General Counsel

With a copy to:



Kirkland & Ellis LLP 300 N. LaSalle Street Chicago, Illinois 60654 Facsimile: +1.312.862.2200 Email: henry.kleeman@kirkland.com scott.falk@kirkland.com Attention: R. Henry Kleeman R. Scott Falk, P.C.

Section 6.13 No Joint Venture. Nothing in this IP Agreement creates a joint venture or partnership between the parties. This IP Agreement does not authorize any party (i) to bind or commit, or to act as an agent, employee or legal representative of, another party, except as may be specifically set forth in other provisions of this Agreement, or (ii) to have the power to control the activities and operations of another party. The parties are independent contractors with respect to each other under this IP Agreement. Each party agrees not to hold itself out as having any authority or relationship contrary to this Section 6.13.

[Remainder of Page Intentionally Left Blank]   39





IN WITNESS WHEREOF, the parties have duly executed and delivered this Intellectual Property Agreement on the date first written above.   MOTOROLA SOLUTIONS, INC.

By:   /s/ Anders Gustafsson Name:   Anders Gustafsson Title:   Chief Executive Officer

ZEBRA TECHNOLOGIES CORPORATION By:   /s/ Michael Annes Name:   Michael Annes Title:   Senior Vice President
[A]: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


[Q]: 1 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                                                 Exhibit 10.2

              E-CENTIVES - EXCITE@HOME CO-BRANDING AGREEMENT

This agreement (Agreement) is entered into as of the 16th day of February, 2000 (Effective Date), by and between the At Home Corporation (Excite@Home or Excite), located at 450 Broadway, Redwood City, California 94063, and e-centives, Inc., (Application Provider or e-centives), a Delaware corporation, located at 6903 Rockledge Drive, Suite 1200, Bethesda, MD 20817.

                                 RECITALS

A.   Excite@Home provides the @Home Service, maintains sites on the Internet,      including http://www.excite.com, and owns and/or manages or labels related      Web sites worldwide (collectively, the Excite Network) which, among other      things, allow its users to search for and access content and other sites on      the Internet.

B.   Excite@Home also maintains and/or manages certain Web pages which may be      delivered to users worldwide via email, desktop channels or Internet      push technologies (collectively, Broadcast Pages) and which may      incorporate content supplied to Excite@Home by third parties for the      purpose of providing value to Excite@Home users and providing access to the      content, products and/or services of such third parties.

C.   Application Provider owns or has the right to distribute certain content      consisting principally of coupons and offers for products and services, and      maintains a related site on the Internet at http://www.ecentives.com (the      Application Provider Site).

D.   Excite@Home and Application Provider wish to distribute Application      Provider's content through the Excite Network and/or Broadcast Pages,      establish and maintain related co-branded pages on the Application Provider      Site, establish links between the Excite Network and the co-branded pages      on the Application Provider Site, and promote the Application Provider on      the Excite Network.

Therefore, the parties agree as follows:

1.   DEFINITIONS

  a)   Co-Branded Application shall mean an Internet application designed,           hosted, and managed by Application Provider whose purpose is to allow           for the customer-specific selection, provision, and dissemination of           offers (both targeted and untargeted, as hereinafter defined in           EXHIBIT A) and coupons for products and services offered by           Application Provider's merchant partners.

  b)   Excite Content shall mean all content, information and functionality           provided by Excite to e-centives, including but not limited to, links           to

                                    1

2 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       Community Products, Excite controlled advertising and Excite sourced           offers, as further defined herein.

  c)   e-centives Content shall mean all content, information and           functionality provided by e-centives through the Co-Branded           Application, including but not limited to, e-centives controlled           advertising and e-centives sourced offers, as further defined herein.

  d)   User(s) shall mean an end-user customer of the Excite@Home Network           of web-sites and services.

  e)   Excite@Home Member(s) shall mean a User who has registered as a           member of the Excite@Home Network, regardless of that User's stated           preference regarding allowing their registration information to be           shared with third parties.

  f)   Program Member(s) shall mean an Excite@Home Member who has:

Source: INVENDA CORP, S-1/A, 8/28/2000





       i)   Been provided access to the Co-Branded Application, and

       ii)  Has opted-in to allow all his or her registration information to                be shared with Application Provider and/or unspecified third                parties.

       iii) Each Program Member shall be further classified into one of two                mutually exclusive categories, General Program Member or                Qualified Program Member, as defined below:

            (1)  General Program Member(s) shall mean a Program Member who                     has not provided Shopping Category Data about him or                     herself, as defined below, and whose URS Data has been                     provided to e-centives no later than 5 days after the                     original date the User became an Excite@Home Member.

            (2)  Qualified Program Member(s) shall mean a Program Member                     who has provided Shopping Category Data about him or                     herself, as defined below.

  g)   User Data shall mean all information regarding an individual Program           Member, as further broken into these distinct categories:

       i)   URS User Data shall mean those data elements that are captured                in the Excite@Home primary registration system via the                Excite@Home Member registration form that is most commonly                provided to new Excite@Home Members. URS User Data shall at a                minimum include user-supplied ZIP Code, gender, date of birth,                deliverable email address, and original Excite@Home registration                date.

                                    2    3 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       ii)  Superset Data shall mean those data elements, independent of                any specific purchase transaction, which are requested from all                Qualified Program Members, irrespective of whether or not this                information shall be collected in the Co-Branded Application.                Solely for purposes of illustration, such data might or might not                include categorical data elements such as Marital Status,                Income, and Presence of Children in the Household.

       iii) Shopping Category Data shall mean the list of specific shopping                categories that a Qualified Program Member has indicated interest                in. Shopping Category Data shall be binary in nature (e.g. Yes/No                selections) and shall be mutually agreed upon. Solely for                purposes of illustration, such data might or might not include                categories such as Automobiles, Electronics, or Clothing.

       iv)  Transactional Data shall mean data elements descriptive of a                specific purchase or purchase intent event which is enabled by                the Co-Branded Application, such as purchase amount, payment                method, items purchased, items selected but ultimately not                purchased, etc.

  h)   Payment-Eligible User Data shall mean URS User Data from both           General Program Members and Qualified Program Members, and Shopping           Category Data and, where available, Superset Data, from Qualified           Program Members:

       i)   Whose Excite@Home registration data is sent to e-centives for                account creation,

       ii)  Who do not have an existing account with e-centives (as                determined by email address) as of the Effective Date, and

       iii) Who, in the case of Qualified Program Members, have provided                shopping interest category, which data the Co-Branded Application                shall use to allow or restrict access to Targeted Offers, and                Co-Branded Application email opt-in selection during either (a)                Excite@Home Member registration or Excite@Home login or (b) offer                detail presentment by e-centives, or (c) other registration                process by e-centives.

2.   CO-BRANDED APPLICATION

  a)   Application Provider will, at its sole expense, develop, host and           maintain the Co-Branded Application for Excite@Home. The primary           function of the Co-Branded Application will be to present Users with           coupons or other offers (both targeted and untargeted, as hereinafter           defined in EXHIBIT A) for products and services provided by

Source: INVENDA CORP, S-1/A, 8/28/2000





       Application Provider's merchant partners with the intent of converting           said Users into Program

                                    3    4 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

     Members. The Co-Branded Application will include offers and other         content and functionality (Excite Content and e-centives Content,         collectively Application Content) as further described in EXHIBIT B.

  b) Application Provider will design and create web pages containing the         Application Content (Application Pages). The Application Pages will be         presented in accordance with guidelines that Excite@Home will provide         Application Provider, which include, but are not limited to, page         performance standards and header and other design/user interface         standards. The Application Pages will prominently feature Excite@Home         branding and will be presented in a look and feel consistent with the         look and feel of the Excite Network. Excite@Home will have final         approval over all Application Pages. The Application Pages shall be         developed in accordance, in all material respects, with the requirements         established by EXHIBIT B.

  c) Application Provider will develop its category/directory structures to         be similar to those found on the Excite@Home Network and in accordance         with the requirements established by EXHIBIT B, SECTION 4.

  d) Application Provider will host the Co-Branded Application on its         Internet servers, but will serve the Co-Branded Application from an         excite.com masked domain name (or such other domain as Excite@Home may         elect at its sole option) so that Excite@Home can receive the reach and         page view credit. Application Provider will have sole responsibility for         providing and maintaining, at its expense, the Application Provider         Site, the Co-Branded Application, the Application Content (excluding the         provision of Excite Content), and any updates thereto.

  e) Each Co-Branded Page will include one or more links to the Excite         Network, as set forth in Section 3(d)  [INTEGRATION WITH EXCITE@HOME SERVICES]. Excite@Home will supply         Application Provider with the URLs for these links.

  f) Other than updates to the Application Content and to advertising         displayed on the Application Pages, Application Provider will not change         the Co-Branded Application without Excite@Home's prior consent, which         consent will not be unreasonably withheld. Excite@Home will respond to         change requests within seven (7) days of receipt, and any failure to so         respond shall be deemed an approval.

  g) Excite@Home may, upon fifteen (15) days prior notice to Application         Provider, request reasonable revisions to the Co-Branded Application as         needed to reflect changes that will not adversely affect Application         Provider, such as changes to Excite@Home's name and/or brand or changes         to the URLs for the links to the Excite Network. Application Provider         will use reasonable efforts to accommodate Excite@Home's requested         changes within the fifteen (15) day period.

5 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  h)   Excite@Home will have editorial control over all email or other           similar communication with Excite@Home Members. Correspondence solely           regarding the Co-Branded Application will only be presented to Program           Members; communication with all other Excite@Home Members will be tied           to regular Excite@Home email schedules, which may or may not be           integrated with other email content at Excite@Home's sole option.           Correspondence specific to the Co-Branded Application may be mailed on           a schedule independent of other Excite@Home member mailings for those           Qualified Program Members that specify a frequency of contact. Until           an individual General Program Member specifies a frequency of email           contact, he or she will by default receive email pursuant to the           Co-branded Application's every-other-week email option setting. Any           mailings to such General Program Members who have not specified a           frequency of email contact will be mailed on a schedule that           coordinates contact with other Excite@Home newsletter and promotional           contacts, but at least with the frequency of every-other-week.           Communications with Excite@Home Members shall further be subject to           the requirements of EXHIBIT D.

3.   INTEGRATION WITH EXCITE@HOME SERVICES

Source: INVENDA CORP, S-1/A, 8/28/2000





  a)   Application Provider will integrate the Co-Branded Application with           Excite@Home's Universal Registration System (URS) according to           Excite@Home's technical and operational specifications. Each party           will incur their own costs related to the integration.

  b)   Information collected through the Co-Branded Application will include,           but not be limited to,

       i)   URS User Data, whose categories may be modified from time to time                at Excite@Home's sole option;

       ii)  Superset Data, whose categories shall be determined by mutual                agreement but subject to Excite@Home's final approval;

       iii) Shopping Category Data, whose contents shall be determined by                mutual agreement but subject to Excite@Home's final approval.

  c)   All Information collected under this Agreement will be transmitted           between the parties in a manner to be mutually agreed upon.

  d)   The Co-Branded Application will include content with links that direct           Users to other Excite@Home content, including but not limited to           community products, which include message boards, chat, clubs, home           pages, instant messaging, calendar, address book, email, photos and           any other community products which Excite@Home may develop during the           term of this Agreement (Community Products). The number of links to           other Excite@Home content shall be consistent with the general           quantity of links implemented on comparable portions of the Excite           Network.    6 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

     Application Provider will not feature non-Excite@Home Community Products         on the Co-Branded Application without the written permission of         Excite@Home.

  e) Application Provider will publish to Excite@Home subsets of its content         in a mutually-agreed XML or pre-defined text format (e.g. URL's         captions, brief two-sentence descriptions, news headlines, pointers into         longer descriptions, and abstracts) in order for Excite@Home to         integrate, at its option, portions of the content into its search         results, directory results and other areas of Excite@Home in order to         drive traffic to the Co-Branded Application, as deemed appropriate by         Excite@Home in its sole discretion. Neither party will export to the         other party any licensed third-party data for which the providing party         does not have redistribution rights.

  f) Application Provider will provide and regularly update database mappings         necessary to maximize search and directory integration for the         Co-Branded Application into Excite@Home's services.

  g) Application Provider will provide Excite@Home with a regularly updated         data feed of product information for integration into Excite@Home's         commerce services. The data feed will be provided according to         Excite@Home's then-applicable standard product data import         specifications, which specifications shall be substantially similar to         those required by similar service providers in the industry.

  h) Excite@Home will provide Application Provider with a regularly updated         data feed of product information for integration into the Co-Branded         Application. The data feed will be provided according to Excite@Home's         standard product data export specifications, which specifications shall         be substantially similar to those required by similar service providers         in the industry.

  i) Excite@Home shall not offer any Excite-branded or Excite-co-branded         service during the Term of this Agreement that is substantially similar         in functionally to the Co-Branded Application.

4.   ADVERTISING ON THE CO-BRANDED APPLICATION

  a) Excite@Home will have the right to sell and serve Excite banner,         sponsorship, and text link advertising on the Co-Branded Application, as         limited by the terms of this Section. Excite@Home will have the right to         sell and serve such advertising on all pages within the Co-Branded         Application. Revenues from such advertising shall accrue wholly to         Excite@Home. Application Provider will enable the ad-serving and         accommodate Excite@Home's technical requirements, which shall be

                                    6    7 *****Confidential Treatment has been requested for portions of this agreement.

Source: INVENDA CORP, S-1/A, 8/28/2000





The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  consistent with those of Excite's other partners and the standards      generally used in the industry, at its own expense.

b)   Banner advertising shall be limited to one standard-size banner below      the Co-Branded Application's content area, as described in Section 2.

c)   Sponsorship modules will be present on the Co-Branded Application in a      quantity consistent with the overall quantity within other shopping      content areas of Excite. Each party shall have the right to sell and      serve advertisements on 50% of the sponsorship tiles within the Co-Branded      Application. As of the Effective Date of this Agreement, pages within      Excite@Home's shopping service contain four sponsorship tiles arranged      vertically on the right hand side of each page, though over time this may      change at Excite@Home's sole option, but such changes shall not conflict      with Application Provider's contractual obligations. Within this      framework, Application Provider will have access to the first and third      tiles from the top; Excite@Home will have access to the second and fourth      tiles. Should additional tiles be added during the term of this Agreement,      the first incremental tile shall be allocated to Application Provider, the      following to Excite@Home, and so forth. Revenue generated by the parties      from such activities shall not be shared but rather shall be retained by      the respective party to whom the Sponsorship tile(s) are allocated.

d)   Excite@Home will not serve advertising on the Co-Branded Application for      any Application Provider Named Competitor, as specified in EXHIBIT E.      Application Provider may designate no more than 10 companies as Named      Competitors. Not more than once per quarter, Application Provider may      update the list of Application Provider Named Competitors, but may not add      to the list any company with which Excite@Home has a material existing      relationship as of the Effective Date of this Agreement. Within three      business days of receiving Application Provider's written update,      Excite@Home will remove any advertising from Application Provider's listed      competitors displayed on the Co-Branded Pages.

e)   Application Provider will not serve advertising on the Co-Branded      Application for any Excite@Home Named Competitor, as specified in      EXHIBIT E. Excite@Home may designate no more than 10 companies as Named      Competitors. Not more than once per quarter, Excite@Home may update the      list of Excite@Home Named Competitors, but may not add to the list any      company with which e-centives has a material existing relationship as of      the Effective Date of this Agreement. Within three business days of      receiving Excite@Home's written update, Application Provider will remove      any advertising from Excite@Home's listed competitors displayed on the      Co-Branded Pages.

                                    7    8 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  f)   Application Provider will not serve advertising on the Co-Branded           Application that (i) violates any law, rule, or regulation, (ii)           relates to pornography, gaming, tobacco, or alcohol, (iii) is the           subject of a claim to trademark, trade name, service mark, or other           proprietary rights, or Excite@Home may request removal of any such           advertising from the Co-Branded Application, and Application Provider           shall remove any such advertising within twenty-four (24) hours of           receipt of any such written request.

5.   PROMOTION OF THE CO-BRANDED APPLICATION

  a)   Excite@Home will provide promotion for the Co-Branded Application as           described in EXHIBIT F. Excite@Home may provide additional links to,           or other promotion for, the Co-Branded Application from elsewhere on           or off the Excite Network at its sole discretion.

6.   USER DATA OWNERSHIP

  a)   Ownership

       i)   The operation of the Co-Branded Application will permit the                collection of Payment-Eligible User Data.

       ii)  Payment-Eligible URS User Data, Superset Data, and Shopping                Category Data collected through the operation of the Co-Branded                Application will be jointly owned by the parties. The parties'                respective ownership shall be subject to the restrictions set                forth in this Agreement.

Source: INVENDA CORP, S-1/A, 8/28/2000





       iii) Transactional Data, when available, shall be jointly owned by                the parties, except in those cases where Application Provider's                contractual agreement(s) with its merchant partner(s) prevent                the sharing of said Transactional Data with third parties. In                all cases Application Provider shall use commercially reasonable                efforts to ensure that Transactional Data may be shared with and                co-owned by Excite@Home. The parties' respective ownership                rights shall be subject to the restrictions set forth in this                Agreement.

  b)   Restrictions

       i)   During the Term of this Agreement, Application Provider shall                own Payment-Eligible User Data solely for the purpose of                providing the services of the Co-Branded Application.                Application Provider may not use Payment-Eligible User Data to                solicit User traffic to www.e-centives.com or any other                co-branded version of www.e-centives.com with the intent of                driving such Users away from using the Co-Branded Application.                Notwithstanding the foregoing, solely for the period from the                Effective Date of this

                                    8    9 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

         Agreement to the Launch Date for the Co-Branded Application, as             hereinafter defined, Application Provider may use Payment Eligible             User Data to solicit User traffic to the co-branded area currently             in place at http://coupons.excite.com pursuant to the Sponsorship             Agreement effective March 5, 1999 in force between the parties.

   ii)   Application Provider may not sell, disclose, transfer, rent, or             license Payment-Eligible User Data in a form identifiable to any             particular user to any third party. Notwithstanding the foregoing,             Application Provider may disclose User Data if it is aggregated in a             non-associatable way with data from multiple online properties or in             an anonymous format on a per user basis.

   iii)  In no event may either party sell, disclose, transfer, rent, or             license Payment-Eligible User Data to the other party's Named             Competitors as listed in EXHIBIT E. Furthermore, Excite@Home may not             sell, disclose, transfer, rent, or license Shopping Category Data or             Superset Data to Data Restricted Named Companies as specified in             EXHIBIT I. Not more than once per quarter, Application Provider may             update the list of Application Provider Data Restricted Named             Companies shown in EXHIBIT I, so long as such list shall not exceed             twenty-five (25) companies.

   iv)   Excite@Home may not sell, disclose, transfer, rent or license any             Transactional Data regardless of Program Member preferences.

   v)    The collection, storage, and usage of all classes of             Payment-Eligible User Data shall comply with Excite@Home's             then-current security and privacy guidelines.

   vi)   Application Provider will not solicit any Excite@Home Member on             behalf of any Excite@Home Named Competitor during the Term of this             Agreement or thereafter. The list of Excite@Home Named Competitors             is defined in EXHIBIT E.

c)    Effect of Termination or Expiration

   i)    In the event that the Agreement is terminated pursuant to Section             16.a.v due to e-centives' acquisition by an Excite@Home Named             Competitor, or by an entity controlling or controlled by an             Excite@Home Named Competitor, e-centives shall transfer all of its             right, title and interest in and to the Payment-Eligible User Data             to Excite. Notwithstanding the foregoing, Payment-Eligible User Data             that relates to users who have opted out in accordance with Section             5(a) of EXHIBIT D shall continue to be jointly owned by the parties.

                                    9    10 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       ii)  In the event that the Agreement expires or is terminated for any

Source: INVENDA CORP, S-1/A, 8/28/2000





            reason other than termination pursuant to Section 16.a.v, the                parties shall continue to jointly own Payment-Eligible User Data                in accordance with Section 6.a. The restrictions of Section 6.b                shall continue to apply, with the exception of subsections 6.b.i                and 6.b.v.

7.   PAYMENTS AND DELIVERY OF USER DATA

  a)   Payments and delivery for General Program Member User Data records:

       i)   Excite@Home will supply to Application Provider a minimum of                ***** Payment-Eligible User Data records for General Program                Members containing all available information set forth in Section                1(h)  [DEFINITIONS] in each quarter during the Term of this Agreement, beginning                with the quarter in which the Launch Date (as hereinafter                defined) falls, for a minimum of ***** of these General                Program Member User Data records during the Term of this                Agreement.

       ii)  Excite@Home shall provide in excess of ***** such General                Program Member User Data records, to the extent such records are                available.

       iii) The General Program Member User Data records supplied by                Excite@Home to Application Provider shall consist solely of URS                User Data.

       iv)  e-centives will pay for these General Program Member User Data                records to Excite@Home at a rate of $***** per unique User Data                record. This rate will apply only to the first ***** records.                e-centives will pay Excite@Home $***** in payments for these                General Program Member User Data records over the Term of                this Agreement, in accordance with the schedule set out in                Section 7.d. In the event that more than ***** such General                Program Member User Data records are supplied, payments for such                additional records shall be governed by Section 7.e.

       v)   The failure of Excite@Home to deliver at least ***** of these                General Program Member User Data records shall not be deemed a                breach of this Agreement. To the extent that Excite@Home fails to                deliver at least ***** General Program Member User Data                records, however, e-centives' total payment obligations under                Section 7.a.iv shall be correspondingly reduced at the rate of                $***** per record for any shortfall. In no event will any failure                to deliver at least ***** General Program Member User Data                records constitute cause to extend the Term of this Agreement.

                                    10    11 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

b)   Payments and delivery for Qualified Program Member User Data records:

  i)   Excite@Home will supply to e-centives a minimum of *****           Payment-Eligible User Data records for Qualified Program Members           containing all available information set forth in Section 1(h)  [DEFINITIONS] in each           quarter during the Term of this Agreement, beginning with the quarter           in which the Launch Date (as hereinafter defined) falls, for a minimum           of ***** of these Qualified Program Member User Data records           during the Term of this Agreement.

  ii)  Excite@Home shall provide in excess of ***** such Qualified           Program Member User Data records, to the extent such records are           available.

  iii) The Qualified Program Member User Data records supplied by Excite@Home           to e-centives shall consist of URS User Data and Shopping Category           Data and, if available, Superset Data.

  iv)  e-centives will pay for these Qualified Program Member User Data           records to Excite@Home at a rate of $***** per unique User Data           record. This rate will apply only to the first ***** records.           e-centives will pay Excite@Home $***** in payments for these           Qualified Program Member User Data records over the Term of this           Agreement, in accordance with the schedule set out in Section 7.d.           In the event that more than ***** Qualified Program Member User           Data records are supplied, payments for such additional records shall           be governed by Section 7.e.

  v)   The failure of Excite@Home to deliver at least ***** such           Qualified Program Member User Data records shall not be deemed a           breach of this Agreement. To the extent that Excite@Home fails to

Source: INVENDA CORP, S-1/A, 8/28/2000





       deliver at least ***** Qualified Program Member User Data records,           however, e-centives' total payment obligations under Section 7.b.iv           shall be correspondingly reduced at the rate of $***** per record for           any shortfall. In no event will any failure to deliver at least *****           Qualified Program Member User Data records constitute cause to           extend the Term of this Agreement.

c)   Conversion of General Program Members to Qualified Program Members

  i)   It is anticipated that a substantial number of Program Members who           started as General Program Members will subsequently become Qualified           Program Members. Both parties stipulate that it is in their interests           for this to occur.

  ii)  If Excite@Home supplies e-centives with a Qualified Program Member           User Data record for a Program Member for whom it has

                                    11

12 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       previously submitted a General Program Member User Data record, the           record shall be accounted for as follows:

       (1)  If the Qualified Program Member User Data record is supplied in                the same quarter in which the General Program Member User Data                record was originally supplied to e-centives, the Program Member                record shall be treated as always having been a Qualified Program                Member record for purposes of both volume and payments.

       (2)  If the Qualified Program Member User Data record is supplied in a                quarter different from the one in which the General Program                Member User Data record was originally supplied to e-centives,                the Program Member record shall be treated as a Qualified Program                Member record for purposes of both volume and payments, but a                credit shall be applied against the General Program Member volume                and payment guarantees.

       (3)  Payments shall be based upon the total number of records                delivered for each Program Member category. For payment purposes,                Excite@Home shall be obligated to track only total records per                category and shall not be obligated to track individual records.

d)   Payment Schedule

  i)   Within ten (10) days of the Effective Date of this Agreement,           e-centives shall make a non-refundable payment to Excite@Home of           $***** as pre-payment for Payment-Eligible User Data records:

       (1)  e-centives will pay Excite@Home $***** in pre-payments for                ***** General Program Member User Data records.

       (2)  e-centives will pay Excite@Home $***** in pre-payments for                ***** Qualified Program Member User Data records.

  ii)  During the Term of this Agreement, on the first day of each quarter           following the quarter in which the Launch Date falls, e-centives shall           make additional non-refundable payments for the Payment-Eligible User           Data records. In the event that the Launch Date is delayed beyond           March 31, 2000, the April 1, 2000, payment pursuant to this subsection           shall be postponed and shall instead be made within (10) days of the           Launch Date. Payments under this subsection shall be calculated as           follows:

                                    12

13 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

            (1)  General Program Member User Data: $*****, plus $*****                     times the total number of records previously delivered, less                     all amounts previously paid on account of General Program                     Member User Data.

            (2)  Qualified Program Member User Data: $*****, plus $*****

Source: INVENDA CORP, S-1/A, 8/28/2000





                 times the total number of records previously delivered, less                     all amounts previously paid on account of General Program                     Member User Data.

       iii) The amounts paid pursuant to subsection 7.d.ii shall be further                subject to the following cap: at no point shall e-centives' total                payments exceed an average of $***** per quarter. In the                event that the payment amount dictated by the formulas in                subsections 7.d.ii.(1) and (2) would raise e-centives' total                payments to an average in excess of $***** per quarter,                e-centives shall instead pay only that amount necessary to                maintain an average quarterly payment of $*****.

       iv)  A sample hypothetical payment schedule showing the effect of this                provision is included solely for purposes of illustration in                EXHIBIT G.

  e)   In the event that Excite@Home delivers more than *****           Payment-Eligible General Program Member User Data records and/or more           than ***** Payment-Eligible Qualified Program Member User Data           records during the Term of the Agreement, e-centives will pay           Excite@Home, on a quarterly basis, *****% of net revenue (gross           revenue less direct third party commissions) generated from the           delivery of offers to any such excess Program Members. This provision           shall apply to net revenue generated during the year following the           end of the calendar quarter in which the names were supplied,           irrespective of the Term of this Agreement.

8.   USER DATA DELIVERY PERFORMANCE MEETINGS

  The parties will meet on a quarterly basis to review Program Member User      Data record delivery goals and performance and adjust marketing plans and      member signup goals as mutually agreed.

9.   EXCITE@HOME PURCHASES FROM E-CENTIVES

  a)   Excite@Home will purchase in bulk a minimum of $3.75 million in           e-centive packages from e-centives at the rate of $***** per e-centive           delivered for the purpose of resale to Excite@Home's advertisers and           partners. Within 5 days of Launch Date Excite@Home will pay e-centives           a non-refundable minimum of $***** and will continue to pay a           minimum of $***** each quarter, payable at the beginning of the           quarter, during the Term of this Agreement for such packages. Unless

                                    13

14 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       sold by Excite within 6 months of purchase, such purchased e-centives           packages shall expire and no longer be available for resale by           Excite@Home. Any purchases beyond the minimum shall be at           Excite@Home's sole discretion. Such e-centive packages shall be           governed by e-centives' standard terms and conditions. To the extent           that Excite@Home elects in its sole discretion to purchase in excess           of $***** in e-centive packages during any quarter, any such excess           purchases shall constitute a credit which Excite@Home may apply           against its minimum purchase obligations in any subsequent quarter(s).

  b)   Excite@Home will determine, at its sole discretion, the size and           nature of each e-centive package bought under these terms.           Excite@Home shall not be limited to a standard package size.

  c)   Excite@Home will pay e-centives *****% of net revenue (gross revenue           less $***** purchase price and cost of sales not to exceed *****% of           gross revenues) generated from sales of the e-centives packages.

  d)   e-centives may not extend exclusive offers developed for Excite@Home           by its advertisers to non-Excite@Home users of the e-centives service           for a period of 30 days following the day on which the offer is first           made available through Excite@Home.

10.  USAGE REPORTS

  a)   Application Provider will provide usage reports to Excite@Home on a           weekly basis in a mutually agreed upon format. At a minimum, usage           reports will include:

       i)    Transactional Data on all Excite@Home Members who transact                 through the Co-Branded Application (where available and as                 limited by Section 6.a.iii);

Source: INVENDA CORP, S-1/A, 8/28/2000





       ii)   Individual Program Member data, including such information as                 user preferences, usage, and response rates;

       iii)  Daily page views by category; and

       iv)   Aggregate information on response rates.

  b)   The usage reports will be co-owned by the parties.

11.  TRADEMARK OWNERSHIP AND LICENSE

  a)   Application Provider will retain all right, title and interest in and           to its trademarks, service marks and trade names worldwide, subject           to the limited license granted to Excite@Home in Section 11(c)  [TRADEMARK OWNERSHIP AND LICENSE] below.

                                    14    15 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  b)   Excite@Home will retain all right, title and interest in and to its           trademarks, service marks and trade names worldwide, subject to the           limited license granted to Application Provider in Section 11(c)  [TRADEMARK OWNERSHIP AND LICENSE]           below.

  c)   Each party hereby grants to the other a non-exclusive, limited license           to use its trademarks, service marks or trade names only as           specifically described in this Agreement. All such use shall be in           accordance with each party's reasonable policies regarding advertising           and trademark usage as established from time to time.

  d)   Upon the expiration or termination of this Agreement, each party will           cease using the trademarks, service marks and/or trade names of the           other except:

       i)   As the parties may agree in writing; or

       ii)  To the extent permitted by applicable law.

12   CONTENT OWNERSHIP AND LICENSE

  a)   Application Provider will retain all right, title and interest in and           to the e-centives Content worldwide (including, but not limited to,           ownership of all copyrights and other intellectual property rights           therein). Subject to the terms and conditions of this Agreement,           Application Provider hereby grants to Excite@Home a royalty-free,           non-exclusive, worldwide license to use, reproduce, distribute,           transmit and publicly display the e-centives Content in accordance           with this Agreement and to sub-license the Application Content to           Excite@Home's wholly-owned subsidiaries or to joint ventures in which           Excite@Home participates for the sole purpose of using, reproducing,           distributing, transmitting and publicly displaying the e-centives           Content in accordance with this Agreement, provided that no such           sublicensing shall be to Application Provider Named Competitors.

  b)   Excite@Home will retain all right, title, and interest in and to the           Excite Network worldwide (including, but not limited to, ownership of           all copyrights, look and feel and other intellectual property rights           therein).

13.  MAINTENANCE, CUSTOMER SUPPORT AND PERFORMANCE OBLIGATIONS

  a)   Application Provider shall be responsible for providing all           maintenance and technical support for all Co-Branded Application users           as set forth in EXHIBIT H.

  b)   Application Provider shall be responsible for meeting the performance           and uptime guarantees for the Co-Branded Application as set forth in           EXHIBIT H.

                                    15    16 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has

Source: INVENDA CORP, S-1/A, 8/28/2000





been filed separately with the Securities and Exchange Commission.

14.  PUBLICITY

  It is the intention of both parties to publicly disclose the nature (but      not the terms) of the relationship following the completion of the      Agreement and other related documents. It is the intention of both parties      to support public releases, whereby an authorized senior executive of both      companies is quoted within the release. Both parties will provide      reasonable and timely support of such releases. Neither party shall make      any publication or issue any press release concerning this document or the      arrangements contemplated without the other party's written approval prior      to release. Notwithstanding the foregoing, Excite@Home agrees to allow      reference to its name and disclosure of the terms of the relationship      between the parties to potential investors and relevant regulatory      authorities for purposes of funding activities by e-centives, which may      include an initial public offering.

15.  TERM

  The term of this Agreement will begin on the Effective Date and will end      three (3) years from the date the Co-Branded Application becomes      accessible to Excite@Home Members (Launch Date).

16.  TERMINATION

  a)   Basis for Termination:

       i)   Either party  may terminate if the other party breaches the                Agreement and the breach remains uncured for thirty (30) days                following receipt of written notice of intention to terminate                from the other party.

       ii)  Excite@Home may terminate the Agreement with thirty (30) days                written notice if Application Provider does not meet the content                and launch guidelines described in EXHIBIT B.

       iii) Excite@Home may terminate the Agreement if the Co-Branded                Application is not at least comparable to any other source of                Application Content on the Internet in accordance with the                following provisions:

            (1)  At any time during the Term of this Agreement, Excite@Home                     may determine, in its reasonable judgment, that the                     Co-Branded Application is not at least comparable to other                     sources of Application Content generally available on the                     Internet in terms of the following factors:

                 (i)  Breadth and depth of content;

                 (ii) Tools and functionality;

                                    16    17 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       (iii) Personalization; and

       (iv)  User interface and ease of use.

  (2)  If Excite@Home determines that the Co-Branded Application is not at           least comparable to other sources of Application Content generally           available on the Internet in terms of at least two of the four factors           in Section 16.a.iii.1, Excite@Home may notify Application Provider in           writing of said deficiency, which shall initiate a 28-day Cure           Period. If at the end of the Cure Period Excite@Home, in its           reasonable judgment, determines that the deficiency still exists, then           Excite@Home may terminate the Agreement without further delay.

iv)  Either party may terminate the Agreement without penalty upon thirty (30)      days' written notice if regulations or applicable laws applied at the US      federal level regarding privacy or User Data purchase and/or usage impede      or prohibit said party from performing its services as contemplated by this      Agreement or thereafter.

v)   In the event that a majority of Application Provider's assets are merged,      acquired or sold to an Excite@Home Named Competitor, or to an entity      controlling or controlled by an Excite@Home Named Competitor, then      Excite@Home may terminate this Agreement by providing thirty (30) days      written notice. This option to terminate this Agreement may only be      exercised by providing written notice within ninety (90) days of      Excite@Home's receiving notice of such transaction. Application Provider

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  shall provide such notice at least twenty-four (24) hours before the public      announcement of any such transaction.

vi)  The parties acknowledge that, due to the continually evolving nature of the      Internet, substantive changes to the product plan and integration      contemplated in the Agreement will likely be necessary during the Term.      From time to time, Excite@Home may require that Application Provider      provide extensions, incremental services and/or integration of the      Co-Branded Application (collectively, Modifications). In the event that      Application Provider is unable and/or unwilling to deliver such additions,      or in the event that the parties disagree on the direction of the      Co-Branded Application or its integration, Excite@Home may terminate the      Agreement with no penalty by providing ninety (90) days written notice.      Notwithstanding the foregoing, Excite shall not be entitled to terminate      this Agreement in the event that the requested

                                    17

18 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       Modifications exceed or are outside the scope of technology and/or           service levels generally available on the Internet.

b)   Effects of Termination

  i)   Each Party will promptly return all Confidential Information of the           other party.

  ii)  Each Party will pay all earned and undisputed outstanding amounts owed           to the other Party under this Agreement within thirty (30) days after           the effective date of such termination. Notwithstanding the foregoing,           all payments for User Data records shall be due and accrue in           accordance with terms of this Agreement.

  iii) For a period of up to sixty (60) days, Application Provider will           provide consulting services to Excite@Home, as Excite@Home may           reasonably request and for reasonable fees to be paid to Application           Provider, such fees to be agreed upon in writing by the Parties, to           assist Excite@Home in providing a seamless transition to Program           Members. Application Provider will have no obligation to provide such           services to Excite@Home to the extent that Application Provider's           personnel and resources are unavailable in the amounts requested by           Excite@Home or if the Parties are unable in good faith to agree on the           reasonable fees to be paid to Application Provider for such services.           Application Provider will not be required, in the course of providing           such consulting services to Excite@Home, to disclose or transfer to           Excite@Home any proprietary information, software, or Intellectual           Property of Application Provider or any of its merchant partners.

  iv)  To further ensure a seamless transition for Program Members, in the           event of a termination based upon a material breach by e-centives or           an acquisition pursuant to Section 16.a.v. only, Application Provider           shall continue to host and maintain the Co-Branded Application for a           period of one hundred twenty (120) days following either receipt or           issuance of notice of intention to terminate this Agreement. Such           hosting and maintenance of the Co-Branded Application shall be           provided by Application Provider at such reasonable rates as are           mutually agreed upon by the parties.

  v)   The provisions of this Section (Termination), Section 17           (Post-Termination Communications), Section 18 (Confidentiality),           Section 19 (Warranties and Indemnities), Section 20 (Limitation of           Liability), and Section 21 (Dispute Resolution) shall survive any           termination or expiration of this Agreement.    19 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

17.  POST-TERMINATION COMMUNICATIONS

  a)   Upon termination of this Agreement for reasons other than a           relationship with an Excite@Home Named Competitor under Section           16.a.v., the parties will communicate with Program Members as follows:

       i)   Excite@Home will email Program Members on e-centives' behalf up                to a maximum of two times. Consistent with other communications                envisioned during the Term of the Agreement, such mailings will                be branded Excite@Home but will alert Program Members that this                Agreement is to be terminated, the Co-Branded Application will

Source: INVENDA CORP, S-1/A, 8/28/2000





            continue with e-centives branding, and Program Members will                continue as a participant in the e-centives service unless they                explicitly opt out.  The content and copy of such emails shall be                mutually agreed upon.

       ii)  The first email will be exclusive to e-centives (i.e., it will                not mention similar services from Excite@Home or other third                parties) and will alert Program Members of the continuation of                the e-centives service directly from e-centives. Program Members                shall be further alerted that their membership in the e-centives                service shall continue unless they explicitly opt-out.                Excite@Home shall not promote competing services in such contact                or otherwise discourage Program Members from continuing to use                the e-centives service as provided directly by e-centives.

       iii) The second email will not be exclusive to e-centives. It will                include the same e-centives alerts as in the first email, but may                offer a replacement Excite@Home service and a notification that                the Program Member will remain in such an Excite@Home-provided                service unless they specifically opt-out. Excite@Home shall not                discourage Program Members from continuing to use the e-centives                service directly from e-centives, but may offer an additional                choice. It is conceivable that any one end user customer could                use both services.

       iv)  Any such communications will be subject to Excite@Home's                then-current privacy policy.

  b)   In the event that the Agreement is terminated pursuant to Section           16.a.v. due to e-centives' acquisition by an Excite@Home Named           Competitor, or by an entity controlling or controlled by an           Excite@Home Named Competitor, e-centives or its assigns or designates           may not contact any Users for whom User Data has been provided           pursuant to this Agreement, excluding those that have opted out in           accordance with Section 5(a) of Exhibit D. In the event of such           termination, e-centives will not be eligible for any refund of           pre-termination payments made to Excite@Home.

                                    19

20 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

18.  CONFIDENTIALITY

  a)   For the purposes of this Agreement, Confidential Information means           information about the disclosing party's (or its suppliers') business           or activities that is proprietary and confidential, which shall           include all business, financial, technical and other information of a           party marked or designated by such party as confidential or           proprietary; or information which, by the nature of the           circumstances surrounding the disclosure, ought in good faith to be           treated as confidential.

  b)   Confidential Information will not include information that (i) is in           or enters the public domain without breach of this Agreement, (ii) the           receiving party lawfully receives from a third party without           restriction on disclosure and without breach of a nondisclosure           obligation or (iii) the receiving party knew prior to receiving such           information from the disclosing party or develops independently.

  c)   Each party agrees (i) that it will not disclose to any third party or           use any Confidential Information disclosed to it by the other except           as expressly permitted in this Agreement and (ii) that it will take           all reasonable measures to maintain the confidentiality of all           Confidential Information of the other party in its possession or           control, which will in no event be less than the measures it uses to           maintain the confidentiality of its own information of similar           importance.

  d)   Notwithstanding the foregoing, each party may disclose Confidential           Information (i) to the extent required by a court of competent           jurisdiction or other governmental authority or otherwise as required           by law or (ii) on a need-to-know basis under an obligation of           confidentiality to its legal counsel, accountants, banks and other           financing sources and their advisors.

  e)   The information contained in the Usage Reports provided hereunder will           be deemed to be the Confidential Information of each party and will           not be disclosed without the written consent of the other party.

  f)   The terms and conditions of this Agreement will be deemed to be the

Source: INVENDA CORP, S-1/A, 8/28/2000





       Confidential Information of each party and will not be disclosed           without the written consent of the other party.

19.  WARRANTIES AND INDEMNITIES

  a)   Application Provider's warranties and indemnities:

       i)   Application Provider warrants that it owns, or has obtained the                right to distribute and make available, as specified in this                Agreement, any and all content provided to Excite@Home or made                available to third parties (excluding the Excite Content) in                connection with this Agreement.

                                    20    21 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       ii)  Application Provider warrants that the e-centives Content will                comply, in all material respects, with the description and                technical specifications contained in EXHIBITS A AND B.

       iii) Application Provider will indemnify, defend and hold harmless                Excite@Home, its affiliates, officers, directors, employees,                consultants and agents from any and all third party claims,                liability, damages and/or costs (including, but not limited to,                attorneys fees) arising from:

            (1)  Its breach of any warranty, representation or covenant in                     this Agreement; or

            (2)  Any claim (including, without limitation, claims for                     infringement of third party intellectual property,                     publicity, or privacy rights) arising from the e-centives                     Content, including, without limitation, e-centives'                     trademarks, but excluding claims based upon the Excite                     Content or any other materials provided by Excite in the                     form originally provided by Excite; or

            (3)  Any claims (including, without limitation, claims for                     infringement of third party intellectual property,                     publicity, or privacy rights), by third parties arising out                     of or based upon e-centives' services and/or any other                     service provided by e-centives, but excluding claims based                     upon the Excite Content or any other information or                     materials provided by Excite in the form originally provided                     by Excite.

       iv)  Application Provider's obligation to indemnify Excite@Home is                conditioned upon Excite@Home promptly notifying Application                Provider of any and all such claims. Notwithstanding the                foregoing, Application Provider shall only be relieved of its                obligation to indemnify Excite@Home to the extent that any such                failure to notify materially and adversely affects Application                Provider's defense. Excite@Home will reasonably cooperate with                Application Provider in the defense and/or settlement thereof;                provided that, if any settlement requires an affirmative                obligation of, results in any ongoing liability to, or prejudices                or detrimentally impacts Excite@Home in any way, and such                obligation, liability, prejudice or impact can reasonably be                expected to be material, then such settlement shall require                Excite@Home's written consent (not to be unreasonably withheld or                delayed), and Excite@Home may have its own counsel in attendance                at all official proceedings and substantive negotiations relating                to such claim at Excite@Home's sole cost and expense.

                                    21    22 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

b)   Excite@Home's warranties and indemnities:

  i)   Excite warrants that it has the right to distribute and make           available, as specified in this Agreement, any and all content and           User Data provided to e-centives or made available to third parties           (excluding the e-centives Content) in connection with this Agreement.

  ii)  Excite warrants that the Excite Content will comply, in all material           respects, with the description and technical specifications contained           in EXHIBITS A AND B.

Source: INVENDA CORP, S-1/A, 8/28/2000





  iii) Excite@Home will indemnify, defend and hold harmless Application           Provider, its affiliates, officers, directors, employees, consultants           and agents from any and all third party claims, liability, damages           and/or costs (including, but not limited to, attorneys fees) arising           from:

       (1)  Its breach of any warranty, representation or covenant in this                Agreement;

       (2)  Any claim (including, without limitation, claims for infringement                of third party intellectual property rights) arising from the                Excite Content, including, without limitation, Excite's                trademarks, but excluding claims based upon the e-centives                Content or any other materials provided by e-centives in the form                originally provided by e-centives; or

       (3)  Any claims (including, without limitation, claims for                infringement of third party intellectual property rights), by                third parties arising out of or based upon Excite@Home's services                and/or any other service provided by Excite, but excluding claims                based upon the e-centives Content or any other information or                materials provided by e-centives in the form originally provided                by e-centives.

  iv)  Excite@Home's obligation to indemnify Application Provider is           conditioned upon Application Provider promptly notifying Excite@Home           of any and all such claims. Notwithstanding the foregoing, Excite           shall only be relieved of its obligation to indemnify e-centives to           the extent that any such failure to notify materially and adversely           affects Excite@Home's defense. Application Provider will reasonably           cooperate with Excite@Home in the defense and/or settlement thereof;           provided that, if any settlement requires an affirmative obligation           of, results in any ongoing liability to, or prejudices or           detrimentally impacts

                                    22    23 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

            Application Provider in any way, and such obligation, liability,                prejudice or impact can reasonably be expected to be material,                then such settlement shall require Application Provider's written                consent (not to be unreasonably withheld or delayed), and                Application Provider may have its own counsel in attendance at                all proceedings and substantive negotiations relating to such                claim at Application Provider's sole cost and expense.

  c)   Except as specified in this Section, neither party makes any warranty           in connection with the subject matter of this Agreement and hereby           disclaims any and all implied warranties, including all implied           warranties of merchantability and fitness for a particular purpose           regarding such subject matter.

20.  LIMITATION OF LIABILITY

  Except as provided by Sections 19(a)(iii)(2), (a)(iii)(3), (b)(iii)(2) and      (b)(iii)(3):

  a)   Neither party will have liability for any damages other than direct           damages. In no event will either party be liable to the other for any           special, incidental or consequential damages, whether based on breach           of contract, tort (including negligence) or otherwise, whether or not           that party has been advised of the possibility of such damage.

  b)   Either party's liability for damages shall be limited to the amounts           actually paid by the other party.

21.  DISPUTE RESOLUTION

  a)   The parties agree that any breach of either of the parties'           obligations regarding trademarks, service marks or trade names and/or           confidentiality would result in irreparable injury for which there is           no adequate remedy at law. Therefore, in the event of any breach or           threatened breach of a party's obligations regarding trademarks,           service marks or trade names or confidentiality, the aggrieved party           will be entitled to seek equitable relief in addition to its other           available legal remedies in a court of competent jurisdiction. For the           purposes of this Section only, the parties consent to venue in either           the state courts of the county in which Excite@Home has its principal           place of business or the United States District Court for the Northern           District of California.

Source: INVENDA CORP, S-1/A, 8/28/2000





  b)   In the event of disputes between the parties arising from or           concerning in any manner the subject matter of this Agreement, other           than disputes arising from or concerning trademarks, service marks or           trade names and/or confidentiality, the parties will first attempt to           resolve the dispute(s) through good faith negotiation. In the event           that the dispute(s) cannot be resolved through good faith negotiation,           the parties will refer the

                                    23    24 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

     dispute(s) to a mutually acceptable mediator for hearing in the county         in which Excite@Home has its principal place of business.

  c) In the event that disputes between the parties arising from or         concerning in any manner the subject matter of this Agreement, other         than disputes arising from or concerning trademarks, service marks or         trade names and/or confidentiality, cannot be resolved through good         faith negotiation and mediation, the parties will refer the dispute(s)         to the American Arbitration Association for resolution through binding         arbitration by a single arbitrator pursuant to the American Arbitration         Association's rules applicable to commercial disputes. The arbitration         will be held in the county in which Excite@Home has its principal place         of business.

22.  GENERAL

  a) Governing Law. The Agreement will be governed by and construed in         accordance with the laws of the State of California, notwithstanding the         actual state or country of residence or incorporation of Application         Provider.

  b) Assignment. Neither party may assign this Agreement, in whole or in         part, without the other party's written consent (which will not be         unreasonably withheld), except that no such consent will be required in         connection with a merger, reorganization or sale of all, or         substantially all, of such party's assets or capital stock. Any attempt         to assign this Agreement other than as permitted above will be null and         void.

  c) Notice. Any notice under this Agreement will be in writing and delivered         by personal delivery, express courier, confirmed facsimile, confirmed         email or certified or registered mail, return receipt requested, and         will be deemed given upon personal delivery, one (1) day after deposit         with express courier, upon confirmation of receipt of facsimile or email         or five (5) days after deposit in the mail. Notices will be sent to a         party at its address set forth below or such other address as that party         may specify in writing pursuant to this Section.

  d) No Agency. The parties are independent contractors and will have no         power or authority to assume or create any obligation or responsibility         on behalf of each other. This Agreement will not be construed to create         or imply any partnership, agency or joint venture.

  e) Audit Rights. A party obligated to make payments and/or provide User         Data hereunder shall keep for 3 years proper records and books of         account relating to the computation of such payments and/or the         compilation and content of such User Data. Once every 12 months, the         party receiving payment and/or User Data records or its designee may         inspect such records to verify for accuracy. Any such inspection will be         conducted in a

                                    24

25 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  manner that does not unreasonably interfere with the inspected party's      business activities. In the case of underpayments, the inspected party      shall immediately make any overdue payments disclosed by the audit plus      applicable interest. Such inspection shall be at the inspecting party's      expense; however, if the audit reveals overdue payments in excess of 5% of      the payments owed to date, the inspected party shall immediately pay the

Source: INVENDA CORP, S-1/A, 8/28/2000





  cost of such audit, and the inspecting party may conduct another audit      during the same 12 month period. In the case of inaccurate and/or outdated      User Data, the providing party shall immediately provide accurate User Data      and/or updated User Data (to the extent such party has updated User Data.

f)   Force Majeure.  Any delay in or failure of performance by either party      under this Agreement will not be considered a breach of this Agreement and      will be excused to the extent caused by any occurrence beyond the      reasonable control of such party including, but not limited to, acts of      God, power outages and governmental restrictions.

g)   Severability.  In the event that any of the provisions of this Agreement      are held by to be unenforceable by a court or arbitrator, the remaining      portions of the Agreement will remain in full force and effect.

h)   Entire Agreement.  This Agreement is the complete and exclusive agreement      between the parties with respect to the subject matter or related matters      hereof, superseding any prior agreements and communications (both written      and oral) regarding such subject matter. Notwithstanding the foregoing, the      Sponsorship Agreement effective on March 5, 1999 that currently is in      force between the two parties to this Agreement shall remain in force, on      an interim basis only, and will terminate at the end of the calendar month      that the Co-Branded Application launches on the Excite@Home Shopping      service without further compensation from either party.

i)   Waiver.  The failure of either Party to require performance by the other      Party of any provision of this Agreement will not affect the full right to      require such performance at any time thereafter; nor will the waiver by      either Party of a breach of any provision of this Agreement be taken or      held to be a waiver of the provision itself.

j)   Modification.  This Agreement may only be modified by a written document      executed by both parties.

k)   Construction.  The section headings appearing in this Agreement are      inserted only as a matter of convenience and in no way define, limit,      construe, or describe the scope or extent of such section or in any way      affect this Agreement.

                                    25

26 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       l)   Counterparts.  This Agreement may be executed in counterparts,                each of which shall be deemed an original, but all of which                together shall constitute one and the same instrument.

IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

AT HOME CORPORATION                     e-centives, INC.

By: ________________________________    By: ____________________________________

Name: ______________________________    Name: __________________________________

Title: _____________________________    Title: _________________________________

Date: ______________________________    Date: __________________________________

450 Broadway                            6903 Rockledge Drive, Suite 1200 Redwood City, CA 94063                  Bethesda, MD 20817

                                    26    27 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT A

Source: INVENDA CORP, S-1/A, 8/28/2000





              UNTARGETED AND TARGETED OFFERS WITHIN THE CO-                               BRANDED APPLICATION

1.   DEFINITIONS

  a)   Untargeted Offers are those offers generated from either party's           network of merchant partners, to be extended to all Users for the           benefit of attracting shoppers.

  b)   Targeted Offers are e-centives offers made available only to Program           Members.

2.   TREATMENT OF UNTARGETED OFFERS

  a)   The parties shall establish by mutual agreement prices for the sale           of Untargeted Offers for display in the Co-Branded Application.

  b)   The parties will share equally all revenue from the sale of           Untargeted Offers sold for display in the Co-Branded Application.           This equal division of revenue shall not extend to any placement of           Untargeted Offers outside the Co-Branded Application. For Untargeted           Offers that appear both on the Co-Branded Application and elsewhere           on the Excite Network, revenue attributable to placement on the           Co-Branded Application shall be calculated based on the price to be           established as set forth in Section 2.a of this Exhibit, and the           parties will share equally such revenue.

  c)   The price to be established as set forth in Section 2.a of this           Exhibit shall not apply to mass listings of paper or local coupons.           The parties will share equally all revenue from the listing of paper           or local coupons in the Co-Branded Application.

  d)   Each party shall receive without charge space for twenty (20)           Untargeted Offers each month. This allocation of free Untargeted           Offers may be modified as mutually agreed upon during the Term of the           Agreement.

3.   TREATMENT OF TARGETED OFFERS

  a)   Targeted offers may be viewed by Users, but may not be used by Users           unless they become Program Members.

  b)   Targeted offers shall be sold as e-centives and charged upon delivery           or display to, or transaction by, a Program Member in the Co-Branded           Application or its associated emails.

                                    27

28 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  c)   All Targeted Offers shall be placed above any Untargeted Offers.

  d)   e-centives Co-Branded Application emails shall contain only Targeted           Offers, and shall not contain Untargeted Offers.

                                    28

29 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT B

                  CONTENT DESCRIPTION AND SPECIFICATIONS                             (APPLICATION CONTENT)

The following describes the general product plan for the Co-Branded Application:

1.   CUSTOMER OFFERS

Source: INVENDA CORP, S-1/A, 8/28/2000





  a)   There shall be four distinct types of offers:

       i)   Traditional e-centives offers, which are classified as Targeted                Offers;

       ii)  Excite@Home-exclusive e-centives offers, which are classified as                Targeted Offers;

       iii) Other Excite@Home Member exclusive offers, which are classified                as Untargeted Offers;

            (1)  May be unrelated to e-centives and will have redemption off                     the e-centives-hosted experience.

       iv)  As deemed appropriate by Excite@Home, other offers that may or                may not be exclusive to Excite@Home which are provided as a feed                to e-centives, which are classified as Untargeted Offers;

            (1)  Required so that Members perceive e-centives-hosted content                     as a superset of Excite@Home's traditional content;

            (2)  Important not to have a binary selection -- non-Excite@Home-                     Member-exclusive offers in one area and Excite@Home-Member-                     exclusive offers in another -- an unacceptable user                     experience.

       v)   Design cues will be used to differentiate the different types of                offers seen by Members, as shown below:

                                  Anonymous Users     Excite@Home Members                                                     Served by                              e-centives          e-centives Traditional e-centives offers          Yes*                Yes Excite-exclusive e-centives offers     Yes*                Yes

                                    29    30 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                                                                 Other Excite@Home Member offers      No         Yes

                  Non-Excite@Home-Member offers        Yes        Yes

                     * Must convert to Excite@Home Member status to redeem

  b)   e-centives will use commercially reasonable efforts to support up to           a combined 10,000 initial offers from Section 1.a.iii and 1.a.iv of           this Exhibit B on the Effective Date of this Agreement. Excite@Home           shall have the right to specify an increased capacity of offer           presentment at its sole option upon giving three months' advance           notice to e-centives at any point during the Term of this Agreement,           presuming such request shall be reasonable.

4.   OFFER PLACEMENT

  To ensure an opportunity for both parties to have a reasonable chance to      display their own offers within the Co-Branded Application, the following      prioritization of offers shall be made within any content area served by      e-centives:

  a)   For the first page presented within any shopping category area,

       i)   All Targeted Offers shall have placement priority above any                Untargeted Offers.

       ii)  Within the Targeted Offers region, the top 30% of the offer                placement locations on the first page within a category of the                Co-Branded Application (not including banner or sponsorship                placements) will be allocated to Excite@Home exclusive                e-centives offers. The remaining 70% of such first pages, along                with subsequent pages within each category, the offer placement                locations will be split 50%/50% between Excite@Home and

Source: INVENDA CORP, S-1/A, 8/28/2000





            e-centives and will be served in an alternating order.

       iii) Similarly, within the Untargeted Offers region, the top 30% of                the offer placement locations on the first page within a                category of the Co-Branded Application (not including banner or                sponsorship placements) will be allocated to Excite@Home. The                remaining 70% of such first pages, along with subsequent pages                within each category, the offer placement locations will be                split 50%/50% between Excite@Home and e-centives and will be                served in an alternating order.

  b)   For the second and any following pages presented within any shopping           category area, half of the offer placement positions will be           allocated to Excite@Home and the other half will be allocated to           e-centives and the position of said placements on the page shall be           random.

                                    30

31 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

5.   CUSTOMER BRANDING EXPERIENCE

  a)   Until offer selection is made, branding shall be, at Excite@Home's           option, Excite or Excite@Home with a tag line powered by           e-centives.

  b)   When offer management or redemption occurs, Excite (or alternately,           Excite@Home, as detailed in Section 3.a of this Exhibit) powered by           e-centives shall be replaced by cobranding, including full logo           treatment for e-centives. For any branding at the merchant subject to           final merchant approval, e-centives shall use commercially reasonable           efforts to ensure that both Excite@Home and e-centives branding           elements are present.

  c)   Both traditional e-centives offers and Excite@Home e-centives offers           will contain e-centives branding elements within an application that           is otherwise Excite@Home branded.

  d)   The Co-Branded Application shall conform to Excite@Home Third-Party           Application standards, including:

       i)   Page weight;

       ii)  Presence of advertising banners and/or sponsorship placements                served by Excite@Home/MatchLogic at Excite@Home's exclusive                option;

       iii) Color, fonts, layout, design standards, header, footer,                navigational elements, tabbing metaphors, etc.;

       iv)  Navigational elements directing traffic to non-e-centives content                (e.g., Excite@Home Mail and other Excite@Home Shopping                destinations);

       v)   Excite@Home's Third-Party Application Standards may change over                the Term of this Agreement. As they do, e-centives may be                required to make periodic design enhancements to comply with                these Standards. Any such required changes shall be reasonable                and shall be materially similar to changes required of other                applications and application providers subject to Excite@Home's                Third-Party Application Standards.

  e)   The Co-Branded Application shall be designed to appear to the customer           as being Excite@Home; analogs to the goal would be Excite@Home's           sports content area at http://www.excite.com/sports, as it appears on           the Effective Date of this Agreement (see Exhibit C), which is served           by a third-party firm but carries only Excite@Home messaging cues.

                                    31

32 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  f)   Other Excite@Home Member Offers, and Non-Excite@Home-Member Offers,           as highlighted in the matrix in Section 1.b of this Exhibit B, may           also require third-party branding in their presentation.

Source: INVENDA CORP, S-1/A, 8/28/2000





6.   OFFER HIERARCHY SYNCHRONIZATION

  a)   e-centives does not need to adopt Excite@Home's directory structure           but must use similar categorization methodology. For example, Autos           and Electronics may be categories at the same level in the hierarchy,           but Autos and Cameras would not be at the same level.

  b)   e-centives must map to Excite@Home's Shopping directory hierarchy,           which may change from time to time during the Term of this Agreement.

  c)   e-centives must adopt Excite@Home's naming conventions (e.g.           Excite@Home's Autos label vs. e-centives' Automotive label).

  d)   e-centives must provide product and/or offer search capabilities that           are comparable to Excite Network offerings, including local (zip           code) and off-line redemption. Any such required capabilities shall           be reasonable and shall be materially similar to capabilities           required of other applications and application providers subject to           Excite@Home's Third-Party Application Standards.

7.   PLACEMENT

  a)   During the first year of the Agreement a persistent Above-the-Fold           link shall remain present in the Excite@Home Shopping content area,           or its subsequent replacement, or an equivalent area as determined by           Excite@Home, that directs end users to the Co-Branded Application,           the phrasing of which shall be mutually agreed upon. Above-the-Fold           shall mean in a position generally viewable by an end-user customer           using an Internet browser which has been maximized to full screen on           a computer displaying a minimum resolution of 600 x 800 dpi or higher.

  b)   During the remainder of the Agreement, a prominent and persistent           link shall remain present in the Excite@Home Shopping content area,           or its subsequent replacement, or an equivalent area as determined by           Excite@Home, that directs end users to the Co-Branded Application.           The phrasing of the link shall be mutually agreed upon by the parties.

                                    32    33 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT C

               LOOK AND FEEL OF THE CO-BRANDED APPLICATION

  The screen shot(s) that follow are examples, solely for purposes of illustration, of the intended look and feel for the Co-Branded Application, as described in Exhibit B, Section 3.e:

                                    33    34 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT D

                        OUTBOUND CUSTOMER CONTACTS

1.   EMAIL OF ACCOUNT STATUS TO MEMBERS ACQUIRED THROUGH EXCITE@HOME:

  a)   Excite@Home shall control the look and feel of such emails,           which shall be developed in cooperation with e-centives.

2.   WELCOME E-MAILS

Source: INVENDA CORP, S-1/A, 8/28/2000





  a)   A Welcome email will be sent to all Qualified Program Members           when they first access the Co-Branded Application, provided           that Qualified Program Members are clearly notified concerning           the sending of such emails at the time of Co-Branded Application           use. All such Welcome emails shall be bound by Excite@Home's security           and privacy guidelines. A Welcome email regarding the Co-Branded           Application will be sent to all General Program Members.

3.   THEMATIC OR SUPPLEMENTAL E-MAILS:

  a)   Excite@Home shall control the timing, strategy, and look and feel of           Thematic and Supplemental emails. Notwithstanding the foregoing,           Excite@Home agrees that emails shall be sent at least once per month           to at least 50% of the Program Members with at least five (5)           merchant offers.

  b)   Excite@Home shall sell e-centives Thematic or Supplemental emails at           no less than e-centives' then current standard or generally available           discounted email rates. If Excite@Home does not sell such emails, or           all positions within such emails, then e-centives may do so.

  c)   Excite@Home and e-centives shall share equally all net revenue from           such offers, defined as gross revenue minus third-party serving           costs, which shall not exceed $0.01 per email piece delivered.

4.   RECIPROCAL DATA TRANSFER & REPORTING

  a)   The parties will allocate the production and sending of emails between           them based upon technical considerations to be addressed to both           party's mutual satisfaction. In some instances e-centives will produce           and send the outbound email pieces, and in other cases Excite@Home           will produce and send the outbound email pieces.

  b)   The determination of which emails shall be sent by which party shall           be mutually determined.

                                    34

35 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

  c)   In all cases, the primary branding on each email will be Excite@Home.

  d)   Excite@Home will retain full editorial oversight for all mass           distribution mailings contemplated under this Agreement, regardless of           the sending source.

  e)   Reporting and per-email recipient activity data is desired by both           parties and shall be mutually agreed upon, with both parties agreeing           to provide reporting and per-email recipient activity data that is           reasonably equivalent to that offered by the other party. Each party           shall assume its own costs in both sending outbound email and in           providing necessary reporting and data to the other party.

5.   COMMUNICATIONS TO PROGRAM MEMBERS WHO OPT OUT OF FIRST-PARTY CONTACT

  a)   Excite@Home maintains records concerning whether Excite@Home Users           have opted in or opted out of receiving contacts from Excite@Home           (first-party contacts). From time to time, Excite@Home Users who           have opted in to first-party contacts may subsequently elect to opt           out of first-party contacts.

  b)   Excite@Home or a designated agent shall provide notice to Application           Provider when Program Members whose User Data records have been           licensed to Application Provider opt out of receiving any first-party           contacts subsequent to licensing. This notice shall be provided on a           schedule and in a format to be mutually agreed upon.

  c)   Within forty-eight (48) hours of receiving notice that a Program           Member has opted out of first-party contact, Application Provider           shall:

       i)   Ensure that future emails to the Program Member do not contain                any Excite@Home branding; and

       ii)  Ensure that future emails do not direct the Program Member to the                Co-Branded Application. Application Provider may continue to                direct Program Members to http://www.e-centives.com or its                subsequent replacement.

Source: INVENDA CORP, S-1/A, 8/28/2000





                                    35    36 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT E

                  EXCITE@HOME/APPLICATION PROVIDER NAMED                                   COMPETITORS

Excite@Home Named Competitors -----------------------------

AOL Time Warner Yahoo Go/Infoseek Lycos Snap/NBCi Ebay AltaVista

Application Provider Named Competitors --------------------------------------

CoolSavings.com IQ.com BrightStreet.com ValPak HotCoupons Aduo SuperMarkets Online Coupons.com (Xadvantage) Dash ShoppingList.com

                                    36

37 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT F

                     PROMOTION ON EXCITE@HOME NETWORK

1.  OFFERS

 a)  The parties will work together to develop mutually agreed upon modules         designed to promote the Co-Branded Application, which may appear on the         Excite.com homepage for some Users.

 b)  At its discretion, Excite@Home may include up to five rotating links on         the My Excite Start Page (MESP). At Excite@Home's discretion,         Excite@Home may include Excite@Home exclusive e-centives offers, non-         exclusive e-centives offers may also get rotation on MESP, or general         calls to action to the Co-Branded Application.

 c)  At Excite@Home's discretion, links may be included in the My Services         module. All decisions regarding this module remain Excite@Home's,         including but not limited to the name and relative placement of the         module on MESP. This module may not remain as a default module on the         page over the entire length of the Agreement.

Source: INVENDA CORP, S-1/A, 8/28/2000





 d)  No e-centives branding of any kind will be present on MESP.

2.  OFFER CATEGORIES

 a)  This Section applies to the publicly accessible narrowband offering from         Excite@Home, currently available at http://www.excite.com.

 b)  Excite@Home intends to use a randomization function to surface offers on         MESP in order to provide category specification by user and to support         dynamic content delivery for each server-refreshed page view. This         technique will support all e-centives categories and personalized user         category filtering, but will not support offers that can appear in         multiple categories or offer weighting.

 c)  Of all e-centives implementation links on MESP, any single category can         have only one link placement.

 d)  For a category to be surfaced, there must be three unique offers in that         category. The minimum of three offers per category must remain fresh;         if more than one week has elapsed without new offers being available         then a status message indicating no new offers in the category selected         will appear.

 e)  To prevent multiple appearances of a single offer on one MESP page view,         every offer must be tagged to only one e-centives category.

                                    37    38 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

3.   USER TYPES

  a)   Anonymous Users and Excite@Home Members with no personalization of the           My Services module:

       i)   Excite@Home may display two to five links at its sole option. All                e-centives categories will be supported, but each category may                have at most one link.

  b)   Excite@Home Members with personalization of the My Services module           and/or provision of an e-centives account:

       i)   Excite@Home may display two to five links at its sole option. All                e-centives categories will be supported, but each category may                have at most one link per page view.

       ii)  Category surfacing will be based upon users' submitted                preferences.

       iii) Excite@Home Members shall retain unilateral control to turn all                offer presentments off.

4.   IMPLEMENTATION

  a)   e-centives shall write the necessary application for Excite@Home           provided API to automate bulk update of available offers into           Excite@Home's Concorde system. The targeted completion date shall be           12-16 weeks from the Effective Date of this Agreement.

  b)   The placement of e-centives promotional links on the default front           page will be implemented in a test mode for a pre-determined period of           time. Specific success measures, including increases in the conversion           rate of non-Excite@Home-Members to Excite@Home-Members, must be met           prior to making the decision to continue default placement.

  c)   Access to the e-centives organizer will be from links within Member           Services and Shopping and potentially other locations as well, at           Excite@Home's sole discretion.

                                    38

39 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT G

Source: INVENDA CORP, S-1/A, 8/28/2000





                        PAYMENT SCHEDULE: EXEMPLAR

  The spreadsheet that follows is an example, solely for purposes of illustration, of the payment provisions set out by Section 7.d.

                                    39    40 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT H

               MAINTENANCE AND TECHNICAL SUPPORT STANDARDS

1.   MAINTENANCE

  a)   Application Provider shall provide, during 6:00 AM - 6:00 PM Pacific           Time on Application Provider's normal business days, telephone           consulting services to Excite@Home's designated personnel to assist           such personnel in resolving problems, obtaining clarification relative           to the Co-Branded Application and providing assistance regarding           suspected defects or errors in the Co-Branded Application.

  b)   Application Provider shall also provide after-hours support to           Excite@Home. Excite@Home's use of such support shall be confined to           calls related to Severity 1 and Severity 2 issues as those terms are           defined in this Exhibit I. Application Provider will make all           reasonable efforts to respond to Excite@Home's after-hours support           requests within the standards set out in this Exhibit I prior to the           next business day following receipt of the request.

  c)   By mutual agreement of the parties, Application Provider shall furnish           qualified personnel for on site assistance to Excite@Home to resolve           problems and to assist in customization.

  d)   Application Provider agrees to diligently work to promptly correct           defects and errors in the Co-Branded Application. Application Provider           agrees to respond to Excite@Home by using a dedicated contact           telephone number for each support call.

  e)   Notwithstanding the foregoing, in the case of a system down condition,           (i.e. Severity 1, as defined below) attributable to Application           Provider, Application Provider may utilize other means of           communication for both reporting of errors and the conditions thereof.

  f)   Application Provider shall respond to and complete correction of           errors, defects and malfunctions, in accordance with the following           schedule:

       i)   SEVERITY 1: Causes data corruption or system crash or Program                Members or Excite@Home cannot make effective use of the                Co-Branded Application.

       ii)  SEVERITY 2: Feature does not work as documented, no reasonable                work-around exists and Program Members or Excite@Home have a                critical need for the feature;

                                    40    41 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       iii) SEVERITY 3  Feature doesn't work as documented, but a reasonable                work around exists or Excite@Home or Program Members do not have                a critical need for the feature;

       iv)  SEVERITY 4  Enhancement request.

  g)   Provided that maintenance calls are received within Application           Provider's maintenance hours, Application Provider shall make an           initial response to a Severity 1 maintenance call within two (2) hours           after receipt. Application Provider shall use best efforts to provide           a fix, work around, or to patch Severity 1 bugs within twenty four           (24) hours after the bug is replicated by Application Provider and           confirmed as a bug by Application Provider.

Source: INVENDA CORP, S-1/A, 8/28/2000





  h)   Provided that maintenance calls are received within Application           Provider's maintenance hours, Application Provider shall make an           initial response to Severity 2 maintenance calls within four (4) hours           after receipt. Application Provider shall make commercially reasonable           efforts to provide a fix or work around for Severity 2 bugs within           five (5) business days.

  i)   Provided that maintenance calls are received within Application           Provider's maintenance hours. Application Provider shall make an           initial response to Severity 3 maintenance calls within twenty-four           (24) hours after receipt. Application Provider shall make reasonable           efforts to identify a resolution to Severity 3 bugs within thirty (30)           days.

  j)   Provided that all maintenance calls are received within Application           Provider's business hours, Application Provider shall make an initial           response to Severity 4 maintenance call within forty-eight (48) hours           after receipt. Severity 4 issues will be dealt with on a case-by-case           basis and no blanket commitments will be made.

  k)   Excite@Home shall appoint one (1) person as the principal point of           contact for the communication of bugs and errors to Application           Provider and for the receipt of bug and error fixes, work arounds and           updates, if any. Additionally Excite@Home may appoint another person           as a backup of the principal contact.

2.   UPTIME GUARANTEE

  a)   The Co-Branded Application shall not experience more than two outages           (unscheduled downtime) of more than two hours during any one month. In           addition, the Co-Branded Application shall have at least the following           uptime as measured monthly, excluding planned downtime:

       i)   First six months after launch of the Co-Branded Application:                98.8%.

                                    41

42 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

       ii)  Months 7-12 following launch of the Co-Branded Application:                99.4%.

       iii) Remainder of the Term of the Agreement: 99.5%.

  b)   Application Provider will notify Excite@Home within fifteen (15)           minutes of any known and verified unscheduled downtime of the           Co-Branded Application and update the status to Excite@Home each and           every hour until service is back up. Application Provider will           immediately notify Excite@Home when service is restored.

3.   SYSTEM PERFORMANCE

  a)   Latency of any data from the time Application Provider's server           receives a request to serve data to the time when Application           Provider's server begins to serve such data shall be less than or           equal to three seconds, except that latency of login/account creation           shall be no greater than five seconds in at least 90% of all cases,           and in no case shall PIN presentment be in excess of ten seconds,           independent of network or Internet conditions.

  b)   Throughput of all data being served directly to the end user shall be           sustained at least 50Kbits/sec as measured by Excite@Home's monitoring           stations in at least 80% of all monitored cases.

4.   PERFORMANCE MEASUREMENT

  a)   Application Provider shall provide outage reports to Excite@Home upon           request.

                                    42    43 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

                                EXHIBIT I

          APPLICATION PROVIDERS DATA RESTRICTED NAMED COMPANIES

Source: INVENDA CORP, S-1/A, 8/28/2000





  Netcentives      MyPoints.com      Cybergold      beenz.com      YesMail      Lifeminders      Net Creations      Double Click      24/7      Net Perceptions      Engage Technologies      Broadvision      Personify      Andromedia      Befree      Linkshare      Brodiq      Q-Pass      Younology

                                    43

44 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

*****

Source: INVENDA CORP, S-1/A, 8/28/2000
[A]: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


[Q]: [FORM]

ONLINE HOSTING AGREEMENT

This Online Hosting Agreement (this Agreement) is being entered into effective as of the 1st day of June, 1999 and is entered into by and between Diplomat Direct Marketing Corporation, a Delaware corporation (Diplomat), and Tadeo E-Commerce Corp., a Delaware corporation (Tadeo).

R E C I T A L S

A. Historically, Diplomat has been engaged directly in, among other things, the business of offering consumers the opportunity to place apparel orders directly with Diplomat through its toll free telephone number and its web site (the Direct Access Business).

B. Recently, Tadeo was formed and Tadeo and Diplomat have entered into a Web Design and Consulting Agreement of even date herewith (the Web Agreement) pursuant to which Tadeo has agreed to assist Diplomat in developing the technology, and providing other services necessary, to further Diplomat's Direct Access Business, including the hosting and maintenance of Diplomat's web site (the Web Site).

C. In connection with Diplomat's operation of its Direct Access Business, Diplomat desires to obtain various online hosting services (Services) from Tadeo, and Tadeo desires to provide such Services to Diplomat.

THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

Section 1.     SERVICES.

Tadeo shall provide, directly or through a third party vendor reasonably satisfactory to Diplomat, the Online Hosting Services described on EXHIBIT A hereto, at the cost specified and on the other terms and conditions as set forth on EXHIBIT A.

Section 2.     COMPENSATION.

Diplomat will pay to Tadeo when due a fee for each of the Services equal to the amount described in EXHIBIT A hereto relating to each such Service; PROVIDED, that in the event Diplomat terminates this Agreement in accordance with Section 3 hereof, the fee for the provision of each

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terminated Service shall cease to accrue on and after the effective date of such termination. In the event that Diplomat terminates this Agreement other than in accordance with Section 3, Diplomat shall be obligated to pay for the Services in accordance with the fee schedule contained on EXHIBIT A throughout the balance of the Period (as hereinafter defined) as though Tadeo continued to provide the terminated Services through the balance of the Period. Late payments shall accrue interest at a rate equal to fifteen (15%) percent per annum.

Section 3.     TERM.

(a) The term of this Agreement shall begin on the date hereof (the Effective Date) and shall continue for a period of 12 months thereafter (the Period) in full force and effect until it is terminated in accordance with this Section 3.

(b) Diplomat or Tadeo, if such party is not in default of the terms of this Agreement, may extend the term of this Agreement for an additional one year (Additional Period), provided the extending party gives the other party at least sixty (60) days advance written notice before the end of the Period. If either party elects to extend the Agreement for the Additional Period, all other terms and conditions of this Agreement shall continue during the Additional Period.

(c) Tadeo shall have the right (but not the obligation) to terminate this Agreement and the rights granted to Diplomat hereunder if:

(i) Diplomat is in material breach of any of its obligations hereunder, which breach is not cured within five days of receipt of written notice from Tadeo of such breach;

(ii) The Web Agreement is terminated by any of Tadeo, Diplomat, or any other party thereto [in the event the rights and obligations of any party(ies) to such Web Agreement have been duly assigned to a third party(ies) under the terms thereof] in accordance with the terms of the Web Agreement, but not if the Web Agreement is terminated by Tadeo or its assignee(s) other than in accordance with the terms of the Web Agreement;

(iii) Diplomat is the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing, or becomes the subject of any involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing;





(iv) Diplomat involuntarily dissolves or is dissolved;

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(v) Diplomat is judicially adjudicated insolvent or generally is unable to pay its debts as they mature or makes an assignment for the benefit of its creditors; or

(vi) Upon Tadeo giving Diplomat at least sixty (60) days advance written notice of termination of this Agreement.

(d) Diplomat shall have the right (but not the obligation) to terminate this Agreement and the rights granted to Tadeo hereunder if:

(i) Tadeo is in material breach of any of its obligations hereunder, which breach is not cured within five days of receipt of written notice from Diplomat of such breach;

(ii) The Web Agreement is terminated by any of Tadeo, Diplomat, or any other party thereto [in the event the rights and obligations of any party(ies) to such Web Agreement have been duly assigned to a third party(ies) under the terms thereof] in accordance with the terms of the Web Agreement, but not if the Web Agreement is terminated by Diplomat or its assignee(s) other than in accordance with the terms of the Web Agreement;

(iii) Tadeo is the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing, or becomes the subject of any involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.

(iv) Tadeo involuntarily dissolves or is dissolved;

(v) Tadeo is judicially adjudicated insolvent or generally is unable to pay its debts as they mature or makes an assignment for the benefit of its creditors; or

(vi) Upon Diplomat giving Tadeo at least sixty (60) days advance written notice of termination of this Agreement.

(e) Tadeo will have the right (but not the obligation) to terminate this Agreement and the rights granted to Diplomat hereunder, upon 60 days written notice to Diplomat, following the acquisition of all or substantially all of the assets of Diplomat by any Permitted Assignee (as defined in Section 9(a) of this Agreement), or the acquisition of the beneficial ownership of at least 20% (the Threshold) of the voting power represented by the voting securities of Diplomat, any successor thereto or any Permitted Assignee by any person or

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group within the meaning of Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision thereof (a group) other than The Rubin Family Irrevocable Stock Trust U/A dated April 30, 1997, organized under the laws of the State of New York (the Trust), Robert M. Rubin (Rubin), or any affiliate of Rubin or the Trust. For purposes of this Agreement, (i) the term beneficial ownership shall have the meaning set forth in Rule 13d-3 of the Exchange Act or any successor provisions thereof, (ii) the term voting securities' means the common Stock, par value $.0001 per share, of Diplomat and any other securities issued by Diplomat having the power to vote generally in the election of directors of Diplomat and (iii) the term affiliate means a person or entity directly or indirectly controlled by, controlling or under common control with another person. For purposes of this Section 3, an acquisition shall not include (A) the acquisition by a person of voting securities of Diplomat pursuant to an involuntary disposition through foreclosure or similar event, or (B) the acquisition by a person of voting securities of Diplomat pursuant to a dividend intended to be on a tax-free basis (a Tax-Free Spin-Off) under the Internal Revenue Code of 1986, as amended from time to time, but shall include a subsequent acquisition of voting securities pursuant to a disposition by the person that acquired the voting securities in such involuntary disposition or such Tax-Free Spin-Off. In the event any person acquires beneficial ownership of voting power in excess of the Threshold as a result of a transaction described in the immediately preceding sentence, the Threshold with respect to such person shall be adjusted to an amount equal to the percentage of beneficial ownership held by such person immediately following such transaction.

(f) A party may exercise its right to terminate pursuant to this Section 3 by sending appropriate written notice to the other party. No exercise by a party of its rights under this Section will limit its remedies by reason of the other party's default, the party's rights to exercise any other rights under this Section 3, or any of that party's other rights.

Section 4.     RECORDS AND ACCOUNTS.





Tadeo will maintain accurate books, records and accounts of all transactions relating to the Services performed by it pursuant to this Agreement. Diplomat may, at its own expense, examine and copy those books and records as provided in this Section 4. Such books, records and accounts will be maintained in a manner that allows Diplomat to separate these matters from those relating to Tadeo's other operations. Such books, records and accounts will reflect such information as would normally be examined by an independent accountant in performing an audit pursuant to United States generally accepted auditing standards for the purpose of certifying financial statements, and to permit verification thereof by governmental agencies. Diplomat may make examinations pursuant hereto during Tadeo's usual business hours, and at the place in the continental United States where Tadeo regularly keeps these books and records. Diplomat will be required to notify Tadeo at least five business days before the date of planned examination. If Diplomat's examination is not completed within one month from commencement, Tadeo at any time may require Diplomat to terminate such examination on

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seven days' notice to Diplomat; PROVIDED that Tadeo has cooperated with Diplomat in the examination of such books and records.

Section 5.     NO RESTRICTIONS.

Nothing in this Agreement shall limit or restrict the right of any of Diplomat's directors, officers or employees or any of Tadeo's directors, officers or employees to engage directly or indirectly in the same or similar business activities or lines of business as Diplomat or, respectively, or limit or restrict the right of Diplomat or Tadeo as the case may be, to engage in any other business or to render or obtain, as the case may be, services of any kind to or from, as the case may be , any corporation, firm, individual, trust or association.

Section 6.     INDEPENDENT CONTRACTORS.

Tadeo and Diplomat are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency between Tadeo and Diplomat. Neither Tadeo nor Diplomat shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. When Tadeo's employees act under the terms of this Agreement, they shall be deemed at all times to be under the supervision and responsibility of Tadeo and no person employed by Tadeo and acting under the terms of this Agreement shall be deemed to be acting as agent or employee of Diplomat or any customer of Diplomat for any purpose whatsoever.

Section 7.     CONFIDENTIALITY.

Tadeo and Diplomat each agree to hold in strict confidence, and to use reasonable efforts to cause each of their employees and representatives to hold in strict confidence, all confidential information concerning Tadeo or Diplomat, as the case may be, furnished to or obtained by the other party, in the course of performing the obligations provided for under this Agreement except to the extent that (a) such information has been in the public domain through no fault of Tadeo or Diplomat, as the case may be, (b) disclosure or release is compelled by judicial or administrative process, or (c) in the opinion of counsel to Tadeo or Diplomat, as the as may be, disclosure or release is necessary pursuant to requirements of law or the requirements of any governmental entity including, without limitation, disclosure requirements under the securities laws of the United States or similar laws of other jurisdictions applicable to Tadeo or Diplomat, as the case may be.

Section 8.     PROPRIETARY RIGHTS OF TADEO.

All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Tadeo, or its suppliers under this Agreement, and any know-how, methodologies, equipment, or processes used by Tadeo to provide the Services to Diplomat, including, without limitation, all copy-rights, trademarks,

- 6 -

patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively, Host Materials) shall remain the sole and exclusive property of Tadeo or its suppliers. To the extent, if any, that ownership of the Hose Materials does not automatically vest in Tadeo by virtue of this Agreement or otherwise, Diplomat hereby transfers and assigns to Tadeo all rights, title and interest which Diplomat may have in and to the Host Materials. Diplomat acknowledges and agrees that Tadeo is in the business of designing and hosting Web sites, and that Tadeo shall have the right to provide to third parties services which are the same or similar to the Tadeo Services, and to use or otherwise exploit any Host Materials in providing such services.

Section 9.     DISPUTE RESOLUTION.

(a) In the event that any party to this Agreement has any claim, right or cause of action against any other party to this Agreement, which the parties shall be unable to settle by agreement between themselves, such claim, right or cause of action, to the extent that the relief sought by such party is for monetary damages or awards, shall be determined by arbitration in accordance with the Rules of the American Arbitration Association (AAA),





through the adjudication by a single arbitrator, in New York, New York, with the decision of such arbitrator to be final and binding upon all parties. The fees, costs and expenses of such arbitration, as submitted by the AAA, shall be borne equally by both Tadeo and Diplomat; PROVIDED, that each of Tadeo and Diplomat shall pay the fees, costs and expenses of its own counsel, accountants and other representatives in connection with such arbitration. The parameters of the AAA proceedings undertaken in accordance with this Section 8 shall be prescribed such that a decision shall be rendered within sixty (60) days following the initial written reference of the related dispute to AAA arbitration.

(b) Notwithstanding any other provisions of this Section 8, in the event that a party against whom any claim, right or cause of action is asserted commences, or has commenced against it, bankruptcy, insolvency or similar proceedings, the party or parties asserting such claim, right or cause of action shall have no obligations under this Section 8 and may assert such claim, right or cause of action in the manner and forum it deems appropriate, subject to applicable laws. No determination or decision by the arbitrators pursuant to this Section 8 shall limit or restrict the ability of any party hereto to obtain or seek in any appropriate forum, any relief or remedy that is not a monetary award or money damages.

Section 10.    MISCELLANEOUS.

(a) Neither party any assign this Agreement, or their respective rights and obligations hereunder, in whole or in part, without the other party's prior written consent; PROVIDED, HOWEVER, that Tadeo shall be entitled to assign all of its rights and obligations hereunder to any subsidiary or affiliated entity without the consent of Diplomat. Any attempt to assign this Agreement without such consent (if required) shall be void and of no effect AB INITIO. Notwithstanding the immediately preceding sentence, either party may assign this Agreement or all, but not less than all, of its rights and obligations hereunder to any entity that acquires it by

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purchase of stock or by merger or otherwise, or by obtaining all or substantially all of its assets (a Permitted Assignee); PROVIDED, that any such Permitted Assignee thereafter succeeds to all of the rights and is subject to all of the obligations of the assignor under this Agreement; and PROVIDED, HOWEVER, that the provisions of this Section 9(a) shall in no way modify the provisions of Section 3(d).

(b) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. Each party shall comply in all respects with all laws and regulations applicable to its activities under this Agreement.

(c) Notwithstanding the provisions of Section 8, each party hereto irrevocably submits to the exclusive jurisdiction of (a) the courts of the State of New York, New York County, or (b) the Untied States District Court for the southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each of Diplomat and Tadeo agrees to commence any such action, suit or proceeding either in the Untied States District Court for the Southern District of New York, or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York County. Each of Diplomat and Tadeo further agrees that service of any process, summons, notice or documents by U.S. registered mail to such party's respective address set forth below shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 9(c). Each of Diplomat and Tadeo irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the courts of the State of New York County, or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(d) If any provisions of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances.

(e) All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand, by facsimile (with confirmation back), or sent, postage prepaid, by registered, certified or express mail or nationally recognized overnight courier service and shall be deemed given when so delivered by hand, by facsimile (with confirmation back), or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows:

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(i)      if to Tadeo:





Tadeo E-Commerce Corp.                                     5 Hanover Square                                     New York, New York 10004                                     Attention: Damon Testaverde, President

(ii)     if to Diplomat:

Diplomat Direct Marketing Corporation                                     414 Alfred Avenue                                     Teaneck, New Jersey 07666                                     Attention: Warren H. Golden, President

(f) The provisions of Sections 7, 8 and 9 hereof shall survive any termination of this Agreement.

(g) No failure to either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such right.

(h) This Agreement, along with the Exhibit hereto, contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Neither party shall be liable or bound to any other party in any manner by any representations, warranties or convenants relating to such subject matter expect as specifically set forth herein.

(i) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to each of the other parties.

(j) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

(k) This Agreement is for the sole benefit of the parties hereto and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto any legal or equitable rights hereunder.

(l) The headings contained in this Agreement or in any Exhibit hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a Section or an Exhibit, such reference shall be to a Section of, or an Exhibit to, this Agreement unless otherwise indicated.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of June 30, 1999.

     TADEO E-COMMERCE CORP.

     By:  /s/ Damon Testaverde                                                Damon Testaverde                                                President

     DIPLOMAT DIRECT MARKETING CORP.

     By   /s/ Warren H. Golden                                                Warren H. Golden                                                President

EXHIBIT A

ONLINE HOSTING SERVICES

If requested by Diplomat, Tadeo will provide, by itself or through its subsidiaries or affiliates, the Services described below:

(a) Scope and Description of Services. Tadeo will provide Diplomat with all online hosting services currently provided to Diplomat through third party contracts, including, without limitations, the development and maintenance for Diplomat's operating divisions and/or operating subsidiaries of Commerce Web Subsites (as defined below) within the www.______ web site on the Internet based on online Enrollment and Information Forms, completed by Diplomat, submitted in conformance with Tadeo's instructions. Notwithstanding anything herein to the contrary, Tadeo and Diplomat will confer, from time to time, with respect to the placement of the link to this information and the manner in which this link appears on the subject web site; PROVIDED, that if mutual agreement is not reached on such placement, the reasonable determination with respect thereto made by Tadeo shall be final and binding on both parties. If a consumer places an order directly on a Tadeo-operated Commerce Web Subsite for a Diplomat Direct Access Business product, Tadeo agrees to transmit such order to Diplomat's Direct Access Business network and Diplomat will convert that order to a message and direct the order for internally processed fulfillment, with Diplomat receiving 100% of the order's value subject to any processing charges (subject





to the terms of the Web Agreement). For the purposes of this Agreement, the terms Commerce Web Subsite means a web site through which a consumer can place an order for Diplomat products.

(b) Price. For the services described above, Diplomat will pay Tadeo a monthly fee of $____________ for each Commerce Web Subsite hosted by Tadeo in accordance with the Fee Schedule annexed as EXHIBIT A-1.

(c) Payment and Accounting. Tadeo will invoice Diplomat within 15 days of the end of each month for Services rendered in such month. Diplomat will pay such invoice within 30 days of receipt.

EXHIBIT A-1

[Omitted]
[A]:
Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?