Netscape Messenger Express Modifications License Agreement

1. Definitions.

a. ME refers to Messenger Express.

b. Modifications encompasses any changes to the ME code submitted by the Contributor to Netscape.

c. Documentation refers to any written supporting materials provided with the Modifications.

d. Contributor is defined as the individual or entity submitting ME Modifications to Netscape.

2. License Grant. By submitting modifications to Netscape, Contributor grants to Netscape an irrevocable, worldwide, royalty-free, perpetual, sublicensable license to (i) use, reproduce, modify, enhance, create derivative works of, and translate the Modifications and Documentation; (ii) incorporate into or bundle with any Netscape products (including documentation for such products) the Modifications and/or Documentation, any portion thereof, or any derivative works thereof; and (iii) distribute (directly or indirectly through third parties, in any media or technology and by any means known or hereafter developed, including electronic distribution), sublicense, market, promote, perform, and display the Modifications and Documentation, any portions thereof, any derivative works thereof, stand-alone or incorporated into or bundled with any Netscape products. Netscape shall be entitled to exercise the foregoing rights and licenses through subcontractors and other third parties (both onsite and offsite).

3. No Obligation. Notwithstanding anything to the contrary in this Agreement, nothing herein shall require Netscape to use or distribute any of the Modifications with ME or any other product, nor shall anything herein prohibit or restrict Netscape from developing, licensing, acquiring, or marketing technologies competitive to the Modifications.

4. Proprietary Rights. Contributor retains title to the Modifications and Documentation, but other than those rights, shall have no ownership interest in ME or any other Netscape product, or in any further modifications, enhancement, or improvements made to the Modifications by Netscape.

5. Representations. Contributor represents and warrants that (i) it has the right to grant the licenses set forth in this Agreement, (ii) such licenses do not infringe on any third parties' proprietary or personal rights, (iii) Contributor owns or controls all rights, title and interest in and to the Modifications and Documentation, (iv) Netscape shall not be obligated to pay any fees or royalties for use of the Modifications or Documentation, and (v) there are no pending or threatened lawsuits concerning any aspect of the Modifications or Documentation. If Contributor becomes aware of any pending or threatened lawsuit concerning any aspect of the Modifications or Documentation, Contributor shall notify Netscape by sending an email to lgladmin and shall provide Netscape with all information reasonably related thereto.

6. Indemnity. Contributor agrees to defend, indemnify, and hold Netscape harmless from all liabilities, costs, damages and expenses (including settlement costs and attorneys’ fees) arising from third-party claims alleging that Netscape’s exercise of its rights to the Modifications or Documentation granted by Contributor hereunder infringes any trademark, copyright, or trade secret right of any third party, provided that Netscape (i) promptly notifies Contributor in writing of any such claim and grants Contributor control of the defense and all related settlement negotiations, and (ii) cooperates with Contributor, at Contributor’s expense, in defending or settling such claim; and provided that if any settlement results in any ongoing liability to, or prejudices or detrimentally impacts Netscape, and such obligation, liability, prejudice, or impact can reasonably be expected to be material, then such settlement shall require Netscape’s written consent. In connection with any such claim, Netscape may have its own counsel in attendance at all public interactions and substantive negotiations at its own cost and expense.

7. General. This Agreement shall be subject to and governed in all respects by the statutes and law of the State of California without regard to the conflicts of laws principles thereof. The Superior Court of Santa Clara County and/or the United States District Court for the Northern District of California shall have exclusive jurisdiction and venue over all controversies in connection herewith, and each party hereby consents to such exclusive and personal jurisdiction and venue. No modification of any of the terms of this Agreement shall be valid unless in writing and signed by an authorized representative of each party. The parties acknowledge and agree that they are dealing with each other hereunder as independent contractors. Nothing contained in this Agreement shall be interpreted as constituting either party the joint venturer, employee or partner of the other party or as conferring upon either party the power of authority to bind the other party in any transaction with third parties. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the other provisions of this Agreement will remain in full force and effect.