Yahoo! Inc. Contracts
Sample Business Contracts
Trademark License Agreement - Netscape Communications Corp. and Yahoo! Inc.
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ("Agreement") is effective as of the 30TH day
of June, 1997 ("Effective Date") and is entered into by and between Netscape
Communications Corporation ("Netscape"), a Delaware corporation located at
501 East Middlefield Road, Mountain View California 94043, and Yahoo! Inc.
("Yahoo"), a California corporation located at 3400 Central Expressway,
Ste. 201, Santa Clara, California 95051.
RECITALS
A. Netscape owns the trade names, trademarks, and servicemark NETSCAPE and
NETSCAPE NET SEARCH, and U.S. federal trademark registrations and
applications therefor, including U.S. Reg. No. 2,027,552 used in
connection with its Internet-related software products, services and
technology;
B. Yahoo produces Web sites and performs other Internet-related services;
C. Yahoo desires to use the trademark NETSCAPE NET SEARCH ("the Mark") in
connection with certain Internet-related services as defined herein; and
D. Netscape is willing to permit such use of the Mark under the terms and
conditions set forth in this Agreement.
NOW THEREFORE, the parties agree as follows:
AGREEMENT
1. DEFINITIONS
1.1 "TERRITORY" means the geographic and language specific Netscape
websites identified in Exhibit A.
1.2 "SERVICES" means the delivery of web page results generated by
Yahoo's search engines in response to end user queries initiated
from Netscape websites in the Territory which are jointly
identified as Yahoo and Netscape search services.
1.3 "RESULTS PAGES" means the web pages generated by Yahoo's search
engines in response to end user queries initiated from Netscape
websites in the Territory.
1.4 "TITLE" means the phrase "Netscape Net Search by Yahoo!".
2. GRANT OF LICENSE
2.1 GRANT OF LICENSE. Netscape hereby grants to Yahoo a
non-exclusive, nontransferable, license to use the Mark solely as part of the
Title used on the Results Pages displayed to end users as part of the
Services. Yahoo may only use the Mark as a collective whole and shall not
separately use any element or elements of the Mark. Notwithstanding the
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foregoing, Netscape acknowledges that it shall not seek to prevent Yahoo from
using the word "Net Search" separate and apart from the Mark. Yahoo shall
have the right to sublicense the rights provided under this Agreement to the
entities listed on Exhibit C attached hereto, provided that any such
sublicense contains the same terms and protections included in this
Agreement. Yahoo may sublicense the rights provided under this Agreement to
entities not listed in Exhibit C only upon Netscape's prior written consent
which shall not be unreasonably withheld.
2.2 RESERVATION OF RIGHTS. Netscape hereby reserves any and all
rights not expressly and explicitly granted in this Agreement, including
Netscape's right to authorize or license use of the Mark or any other
trademarks or names containing NETSCAPE, to any third party for use in
connection with any goods and services, including, but not limited to,
Internet navigation, search, and directory services. Without limiting the
rights reserved in the preceding sentence, Netscape hereby reserves any and
all rights to use, authorize use or license use of the Mark or any other
trademarks or names containing NETSCAPE in any geographic territory listed in
EXHIBIT A in a language or language(s) different from the language listed
next to such geographic territory in EXHIBIT A. No right is provided herein
to use any other Netscape trademark, including, without limitation, the
Netscape Horizon Logo.
3. LICENSE FEE. For the rights granted to Yahoo herein, Yahoo shall pay
Netscape, within thirty (30) days of the Effective Date of this Agreement, a
one-time non-refundable license fee of Two Million, Seven-hundred Thousand
Dollars ($2,700,000) at the time of the execution of this Agreement. The
license fee due hereunder is exclusive of any applicable taxes. Yahoo shall
be responsible for all applicable national, state and local taxes, value
added or sales taxes, exchange, interest, banking, collection and other
charges and levies and assessments pertaining to payments other than U.S.
taxes based on Netscape's net income. If Yahoo is required by law to make
any deduction or to withhold from any sum payable to Netscape by Yahoo
hereunder, (i) Yahoo shall effect such deduction or withholding, remit such
amounts to the appropriate taxing authorities and promptly furnish Netscape
with tax receipts evidencing the payments of such amounts, and (ii) the sum
payable by Yahoo upon which the deduction or withholding is based shall be
increased to the extent necessary to ensure that, after such deduction or
withholding, Netscape receives and retains, free from liability for such
deduction or withholding, a net amount equal to the amount Netscape would
have received and retained in the absence of such required deduction or
withholding.
4. OWNERSHIP OF MARK.
4.1 NETSCAPE OWNERSHIP. Yahoo hereby acknowledges that Netscape is
the owner of the Mark, and any trademark applications and/or registrations
thereto, agree that it will do nothing inconsistent with such ownership and
agrees that all use of the Mark by Yahoo shall inure to the benefit of
Netscape. Yahoo agrees that nothing in this Agreement shall give Yahoo any
right, title or interest in the Mark other than the right to use the Mark in
accordance with this Agreement. Yahoo agrees not to register or attempt to
register the Mark as a trademark, service mark, Internet domain name, trade
name, or any similar trademarks or name, with any domestic or foreign
governmental or quasi-governmental authority which would be likely to cause
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confusion with the Mark. The provisions of this paragraph shall survive the
expiration or termination of this Agreement.
4.2 OWNERSHIP BY YAHOO. Netscape acknowledges that Yahoo is the owner
of Yahoo's trademarks and/or registrations thereto and agrees that it will do
nothing inconsistent with such ownership. Yahoo's trademarks include the
name Yahoo and any derivative Yahoo-based mark and the Yahoo logo.
5. USE OF THE MARK; PROTECTION OF THE MARK.
5.1 PROPER USE. Yahoo agrees that all use of the Mark shall only
occur in connection with the Services and shall be in strict compliance with
the terms of this Agreement. Yahoo may use the Mark as set forth in Section
2.1 Yahoo shall use the Mark in conformance with Netscape's trademark
guidelines ("Trademark Guidelines"), set forth in Exhibit B, which Trademark
Guidelines may be revised by Netscape from time to time. Yahoo agrees not to
use any other trademark or service mark in combination with the Mark other
than as described in Section 2.1. Except as provided in Section 2.1, Yahoo
has no right to sublicense, transfer or assign the use of the Mark or use the
Mark for any other purpose other than the purpose described herein. The Mark
shall always be used in the English language; however, the "Net Search"
portion of the Mark may be translated, upon approval by Netscape, to the
languages set forth in EXHIBIT A. Yahoo may not use the Mark in connection
with, or for the benefit of, any third party's products or services. Yahoo
further agrees not to use the Mark in connection with n any products or
services that are deemed by Netscape, in its reasonable judgment, to be
directly, explicitly or maliciously disparaging of Netscape or its products,
or products that are themselves unlawful or whose purpose is to encourage
unlawful activities by others. Yahoo further agrees not to display
promotional materials, graphics, or advertisements client or server software
competitive with Netscape's client and server software products on the Search
Results pages rendered in connection with the Services, if and where, the
Mark is used pursuant to Section 2.1.
5.2 QUALITY STANDARDS. Yahoo agrees to maintain a consistent level of
quality of the Services performed in connection with the Mark substantially
equal to that found in Yahoo's existing Web site services. Yahoo further
agrees to maintain a level of quality in connection with its use of the Mark
that is consistent with general industry standards.
5.3 MONITORING BY NETSCAPE. Yahoo acknowledges that Netscape has no
further obligations under this Agreement other than the right to periodically
monitor Yahoo's use of the Mark in conjunction with the Services. Upon
request by Netscape, Yahoo shall provide Netscape with representative samples
of each such use prior to the time the Mark are first published on the
Internet. If Netscape determines that Yahoo is using the Mark improperly,
outside the scope of Section 2.1, or in connection with Services which do not
meet the standards set forth in Section 5.1 or Section 5.2, Netscape shall
notify Yahoo, and Yahoo shall remedy the improper use within two (2) business
days following receipt of such notice from Netscape. Use of the Mark outside
of the scope of Section 2.1, on goods or services other than the Services or
the promotion of the Services, or in a manner inconsistent with the Trademark
Guidelines, shall constitute material breach of this Agreement. If such
material breach has not been cured within
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two (2) business day following receipt of notice form Netscape, this
Agreement shall be terminated.
5.4 LEGEND; DISCLAIMER. Yahoo shall include with any use of the Mark
with the Services the subscript trademark notice "-Registered Trademark-"
immediately following Netscape; and 2) shall include with any Legal Notices
associated with the Services a trademark legend indicating that the Mark is
owned by Netscape, used under license, and a disclaimer that Yahoo and not
Netscape has produced the Services and is responsible for the content thereof.
5.5 SERVICES. If Netscape reasonably determines that the Services
contains or presents any material that constitutes an infringement of
Netscape's trademark, patents, copyrights or trade secrets, Netscape may
immediately terminate the license grant described in Section 2.1 if Yahoo has
not revised, removed or delinked to such material to Netscape's reasonable
satisfaction within seven (7) business days of written notice from Netscape.
If Netscape reasonably determines that the Services contain or present any
material that could reasonably constitute a clear and unambiguous
infringement of a third party's copyright, trademark, patents or trade
secrets, Netscape and Yahoo shall confer and mutually agree on a proper
course of action.
6. CONFIDENTIAL INFORMATION AND DISCLOSURE. Unless required by law, and
except to assert its rights hereunder or for disclosures to its own employees
on a "need to know" basis, Yahoo agrees not to disclose the terms of this
Agreement or matters relating thereto without the prior written consent of
Netscape, which consent shall not be unreasonably withheld.
7. TERMINATION.
7.1 TERM AND TERMINATION. This Agreement and the term of the license
granted herein shall be perpetual unless terminated as provided in Section
5.3, Section 5.5 or this Section 7.1. Netscape shall have the right to
terminate this Agreement upon the occurrence of one or more of the following:
(a) any material breach by Yahoo of its obligations under this Agreement
which remains uncured for thirty (30) days or more following written notice
of such breach from Netscape, or (b) use of the Mark by Yahoo in a manner
which is directly, explicitly or maliciously disparaging of Netscape or its
products and services and which remains uncured for two (2) days following
notice from Netscape.
7.2 EFFECT OF TERMINATION. Upon termination of the Agreement, Yahoo
agrees it shall immediately cease any and all use of the Mark.
8. GENERAL.
8.1 GOVERNING LAW. This Agreement shall be subject to and
governed in all respects by the statutes and laws 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.
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8.2 ENTIRE AGREEMENT. This Agreement, including Exhibit A and
Exhibit B, constitutes the entire Agreement and understanding between the
parties and integrates all prior discussions between them related to its
subject matter. 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.
8.3 ASSIGNMENT. Neither party may assign this Agreement, in
whole or in part, without the other party's written consent; provided
however,, that either party may assign this Agreement without such consent in
connection with any merger, consolidation, sale of all or substantially all
of such party's assets or any other transaction in which more than fifty
percent (50%) of such party's voting securities are transferred (such events
being collectively referred to as a "Change in Control"), provided that (i)
such Change in Control shall not occur with respect to a prospective assignee
who is in a directly competitive relationship with the other party, and (ii)
in the case of a Change of Control of Yahoo, the entity managing the Service
subsequent to such Change in Control shall affirmatively agree in writing to
honor all commitments concerning the Mark. Yahoo recognizes and acknowledges
that an assignment of this Agreement to an entity who is in a directly
competitive relationship with Netscape will cause Netscape irreparable damage
which cannot be readily remedied in monetary damages in an action at law, and
Netscape shall be entitled to immediate injunctive relief to prevent such
irreparable harm in addition to any other remedies available. Yahoo hereby
warrants and represents that it is not currently in discussion, and has no
current plans to enter into discussions, with third parties concerning an
event which could give rise to a Change of Control of Yahoo.
8.4 NOTICES. All notices required or permitted hereunder shall
be given in writing addressed to the respective parties as set forth below
and shall either be (a) personally delivered; (b) transmitted by postage
prepaid certified mail, return receipt requested; or (c) transmitted by
nationally-recognized private express courier, and shall be deemed to have
been given on the date of receipt if delivered personally, or two (2) days
after deposit in mail or express courier. Either party may change its
address for purposes hereof by written notice to the other in accordance with
the provisions of this Subsection. The addresses for the parties are as
follows:
YAHOO: NETSCAPE:
Yahoo! Inc. Netscape Communications Corporation
3400 Central Expressway, Ste. 201 501 East Middlefield Road
Santa Clara, CA 95051 Mountain View, CA 94043
Fax: (408) 731-3510 Fax: (415) 528-4123
Attn: General Counsel Attn: General Counsel
8.5 FORCE MAJEURE. Neither party will be responsible for any
failure to perform its obligations under this Agreement due to causes beyond
its reasonable control, including but not limited to acts of God, war, riot,
embargoes, acts of civil or military authorities, fire, floods or accidents.
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8.6 WAIVER. Any waiver, either expressed or implied, by either
party of any default by the other in the observance and performance of any of
the conditions, covenants of duties set forth herein shall not constitute or
be construed as a waiver of any subsequent or other default.
8.7 HEADINGS. The headings to the Sections and Subsections of
this Agreement are included merely for convenience of reference and shall not
affect the meaning of the language included therein.
8.8 INDEPENDENT CONTRACTORS. The parties acknowledge and agree
that they are dealing with each other hereunder as independent contractors.
Nothing contained in the Agreement shall be interpreted as constituting
either party the joint venture 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.
8.9 SURVIVAL. The provisions of Section 2.2 (Reservation of
Rights), 4 (Ownership of Mark), 5.4 (Legend; Disclaimer), 6 (Confidential
Information and Disclosure), 7.2 (Effect of Termination) and 8 (General) will
survive any termination of this Agreement.
8.10 EQUITABLE RELIEF. Yahoo recognizes and acknowledges that a
breach by Yahoo of this Agreement will cause Netscape irreparable damage
which cannot be readily remedied in monetary damages in an action at law, and
may, in addition thereto, constitute an infringement of the Mark. In the
event of any default or breach by Yahoo that could result in irreparable harm
to Netscape or cause some loss or dilution of Netscape's goodwill,
reputation, or rights in the Mark, Netscape shall be entitled to immediate
injunctive relief to prevent such irreparable harm, loss, or dilution in
addition to any other remedies available.
8.11 SEVERABILITY. Except as otherwise set forth in this
Agreement, the provisions of this Agreement are severable, and if any one or
more such provisions shall be determined to be invalid, illegal or
unenforceable, in whole or in part, the validity, legality and enforceability
of any of the remaining provisions or portions thereof shall not in any way
be affected thereby and shall nevertheless be binding between the parties
hereto. Any such invalid, illegal or unenforceable provision or portion
thereof shall be changed and interpreted so as to best accomplish the
objectives of such provision or portion thereof within the limits of
applicable law.
8.12 ATTORNEY'S FEES. In the event of any action, suit, or
proceeding brought by either party to enforce the terms of this Agreement,
the prevailing party shall be entitled to receive its costs, expert witness
fees, and reasonable attorneys fees and expenses, including costs and fees on
appeal.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
YAHOO! INC. NETSCAPE COMMUNICATIONS
CORPORATION
By: /s/ Jeffrey A. Mallett By: /s/ Michael Homer
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Name: Jeffrey A. Mallet Name: Michael Homer
------------------------- ------------------------------
Title: SR. VP. Business O Title: SVP of Marketing
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Date: 6/30/97 Date: 6/30/97
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Exhibit A: Territory
Exhibit B: Netscape Trademark Usage Guidelines
Exhibit C: Yahoo Sublicensees
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EXHIBIT A
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TERRITORY
LANGUAGE & GEOGRAPHIC TERRITORY URL FOR LOCAL PAGE
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<S> <C>
Brazilian Portuguese - Brazil http://home.netscape.com/pt/escapes/internet_search.html
Danish- Denmark http://home.netscape.com/da/escapes/internet_search.html
Dutch - The Netherlands http://home.netscape.com/nl/escapes/internet_search.html
French - France http://home.netscape.com/fr/escapes/internet_search.html
German - Germany http://home.netscape.com/de/escapes/internet_search.html
Italian - Italy http://home.netscape.com/it/escapes/internet_search.html
Japanese - Japan http://home.netscape.com/ja/escapes/internet_search.html
Korean - Korea http://home.netscape.com/ko/escapes/internet_search.html
Spanish - Spain http://home.netscape.com/es/escapes/internet_search.html
Swedish - Sweden http://home.netscape.com/se/escapes/internet_search.html
Australian Mirror Site - Australia http://home.netscape.com/au/escapes/internet_search.html
U.K. Mirror Site - United Kingdom http://home.netscape.com/uk/escapes/internet_search.html
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EXHIBIT B
NETSCAPE COMMUNICATIONS CORPORATION
TRADEMARK USAGE GUIDELINES
GENERAL TERMS AND CONDITIONS
You must comply with the following guidelines in order to avoid any breach of
the terms and conditions under which you have been authorized or licensed to
use Netscape's logos and trademarks:
- All logos and trademarks under which Netscape markets and/or promotes its
products and services are, and shall remain, the exclusive property of
Netscape Communications Corporation.
- Advertising for Netscape, its products, its services or its programs must
not be in violation of any United States federal or state laws, municipal
ordinances or administrative agency regulations, or the laws, rules and
regulations of any other country.
- Advertising for Netscape, its products, its services or its programs must
not be misleading in price, features or specifications.
Netscape may modify these guidelines from time to time and you will be bound to
comply with the material contained in the updated guidelines, provided Netscape
has provided you with the updated guidelines sufficiently in advance to permit
you to comply with the requirements.
TRADEMARK USAGE GUIDELINES
All Netscape trademarks must be used as adjectives (product or service name)
modifying nouns (generic term such as software or program). Trademarks must
not be used as nouns or verbs. Trademarks must never appear in plural or
possessive form. In addition, the full trademark (as shown in the list
below) must be used, not an abbreviated version of the name.
EXAMPLES:
INCORRECT
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- COMMUNICATOR'S FEATURES INCLUDE OPEN EMAIL, GROUPWARE, EDITING,
CALENDARING, AND BROWSING.
- THE ENTERPRISE SERVER IS DISTRIBUTED BY NETSCAPE COMMUNICATIONS
CORPORATION.
- NETSCAPE NAVIGATORS CAN BE DEPLOYED THROUGHOUT AN ENTERPRISE.
CORRECT
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- NETSCAPE-Registered Trademark- COMMUNICATOR CLIENT SOFTWARE PROVIDES
OPEN EMAIL, GROUPWARE, EDITING, CALENDARING, AND BROWSING FUNCTIONS.
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- NETSCAPE-Registered Trademark- ENTERPRISE SERVER SOFTWARE IS
DISTRIBUTED BY NETSCAPE COMMUNICATIONS CORPORATION.
- NETSCAPE NAVIGATOR-Registered Trademark- SOFTWARE CAN BE DEPLOYED
THROUGHOUT AN ENTERPRISE.
After the first use of a trademark as an adjective followed by a noun, and if
needed for ease of writing, you may leave out the generic noun in some of the
subsequent uses where it is clearly understood to be implied from the
context, so long as the trademark is not pluralized or made possessive and
the trademark is followed by the generic noun at least once per page.
You may not use our trademarks, whether design or words marks, in the
following ways:
- In a non-Netscape product name or publication title
- In, as, or as part of, your own trademarks
- To identify products or services that are not ours
- In connection with activities, products, or services outside the
scope of your license from Netscape
- In a manner likely to cause confusion
- In a manner that implies inaccurately that we sponsor or endorse
your activities, products, and services
- In a manner disparaging of Netscape
All materials must include a trademark attribution statement for Netscape
products and services. The attribution statement that we request you use is:
NETSCAPE AND NETSCAPE NAVIGATOR ARE REGISTERED TRADEMARKS OF NETSCAPE
COMMUNICATIONS CORPORATION IN THE UNITED STATES AND OTHER COUNTRIES.
NETSCAPE'S LOGOS AND NETSCAPE PRODUCT AND SERVICE NAMES ARE ALSO TRADEMARKS
OF NETSCAPE COMMUNICATIONS CORPORATION, WHICH MAY BE REGISTERED IN OTHER
COUNTRIES. As additional trademarks are registered by the US Patent and
Trademark Office, the specific wording of the attribution statement will
change. Please check the trademark information available on our home page
frequently for updates.
TRADEMARKS
Following is a list of Netscape trademarks. The list is not exhaustive, and
Netscape may own other trademarks. Please check the trademark information
available on our home page frequently for updates to this list. Collabra,
Collabra Share, Netscape, and Netscape Navigator are registered trademarks of
Netscape in the United States. The following list of our trademarks shows
the proper placement of the -Registered Trademark- in our trademarks.
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Collabra-Registered Trademark- Netscape-Registered Trademark- FastTrack Server
Collabra Share-Registered Trademark- Netscape Insight
CoolTalk Netscape-Registered Trademark- Internet Applications
In-Box Direct Netscape-Registered Trademark- Internet Foundation Classes
Live 3D Netscape Internet Learning Academy
LiveCall Netscape-Registered Trademark- Istore
LiveConnect Netscape-Registered Trademark- LiveMedia
Live Objects Netscape-Registered Trademark- LivePayment
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LiveType Netscape-Registered Trademark- Mail Server
LiveWire Netscape-Registered Trademark- Mail
LiveWire Pro Netscape-Registered Trademark- Media Converter
Mozilla Netscape-Registered Trademark- Media Player
Netscape-Registered Trademark- Netscape-Registered Trademark- Media Server
Netscape-Registered Trademark-
Administration Kit Netscape-Registered Trademark- Merchant System
Netscape AffiliatePlus Netscape-Registered Trademark- Messaging Server
Netscape Alliance Netscape-Registered Trademark- Messenger
Netscape-Registered Trademark- AppFoundry Netscape-Registered Trademark- Migration Toolkit
Netscape-Registered Trademark- AutoAdmin Netscape Navigator-Registered Trademark-
Netscape-Registered Trademark- Calendar Netscape Navigator-Registered Trademark- with FORTEZZA
Netscape-Registered Trademark-
Calendar Server Netscape Navigator-Registered Trademark- Gold
Netscape-Registered Trademark-
Cash Register Netscape Navigator-Registered Trademark- News
Netscape-Registered Trademark-
Catalog Server Netscape Navigator-Registered Trademark- Personal Edition
Netscape-Registered Trademark-
Certificate Server Netscape-Registered Trademark- News Server
Netscape Charters Program Netscape-Registered Trademark- ONE
Netscape-Registered Trademark- Chat Netscape-Registered Trademark- Payment Kit
Netscape-Registered Trademark-
Collabra-Registered Trademark- Netscape-Registered Trademark- Power Pack
Netscape-Registered Trademark-
Collabra-Registered Trademark- Server Netscape-Registered Trademark- Proxy Server
Netscape-Registered Trademark-
Commerce Server Netscape-Registered Trademark- Proxy Server with FORTEZZA
Netscape-Registered Trademark-
Commercial Applications Netscape-Registered Trademark- Publishing System
Netscape-Registered Trademark-
Communications Server Netscape Site Sampler
Netscape-Registered Trademark-
Communicator Netscape-Registered Trademark- SuiteTools
Netscape-Registered Trademark-
Community System Netscape SupportEdge
Netscape-Registered Trademark-
Composer Netscape Update
Netscape-Registered Trademark-
Conference Netsite
Netscape DevEdge ONE Stop Software
Netscape DevEdge Online PowerStart
Netscape Direct Secure Courier
Netscape-Registered Trademark-
Directory Server SmartMarkss
Netscape Enterprise News SuiteSolutions
Netscape-Registered Trademark-
Enterprise Server SuiteSpot
Netscape-Registered Trademark-
Enterprise Server with FORTEZZA TechVision
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Guidelines on the use of the Netscape N logo are contained in the Netscape
Corporate Signature Kit. Your use of any other Netscape logo(s) that you
have been licensed to use by Netscape is governed by the usage guidelines for
that logo.
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EXHIBIT C
Yahoo Japan Corporation
Yahoo! France SARL
Yahoo! UK, Ltd.
Yahoo! GmbH