CompuServe GIF Agreement

Actual agreement as posted on CompuServe:


AGREEMENT FOR USE OF GRAPHICS INTERCHANGE FORMAT(SM)


This Agreement is entered into as of the effective date set forth below 
between CompuServe Incorporated, an Ohio corporation ("CompuServe"), and the 
other undersigned party to this Agreement ("Developer").

Section 1.  Grant of Rights.  

1.1.	Effective upon Developer's payment of the initial license fee 
described in Section 2, CompuServe hereby grants to Developer a 
non-exclusive,
worldwide: (a) license to use and exploit GIF(SM) to make, have made, use 
and 
sell Products solely within the Field of Use; and (b) sublicense to use and 
exploit the Licensed Patent to make, have made, use and sell Products solely 
within the Field of Use.

1.2.	CompuServe will provide Developer with a single copy of the most 
recent specification for GIF(SM) and any updates to such specification that 
are released by CompuServe during the term of this Agreement.  Once an 
updated
version of the GIF(SM) specification has been released by CompuServe, 
Developer should incorporate the updates contained in the new specification 
into its Products as part of Developer's ordinary release cycle.

1.3.	Developer understands that CompuServe and Unysis Corporation are the 
owners of all patents, copyrights, service marks and other intellectual 
property embodied in the Licensed Technology. In connection with its use of 
the Licensed Technology, Developer shall  take all steps reasonably required 
by CompuServe and/or Unysis Corporation to acknowledge and protect their 
respective ownership interests in the patents, copyrights, service marks and 
other intellectual property interests embodied in the Licensed Technology.  
Developer further agrees not to take any action that would impair the 
respective interests of CompuServe and/or Unysis Corporation in the Licensed 
Technology.

1.4.	Developer may not use, copy, modify or distribute the GIF(SM) 
specification, except as expressly permitted by CompuServe.  Developer may 
make three copies of the GIF(SM) specification for back-up purposes only, 
provided CompuServe's service mark, copyright and other notices and legends 
are included in such copy.  Developer shall not alter or delete any of the 
notices or legends contained in the GIFSM specification and any updates 
thereto.  Developer agrees to provide the following notice on Products or in 
any Product documentation:  "LZW compression and decompression methods are 
licensed under Unysis Corporation's U.S. Patent 4,558,302 and equivalent 
foreign patents.  Additional technology embodied in GIF(SM) is licensed from 
CompuServe Incorporated.  Graphics Interchange Format and GIF are service 
marks of CompuServe Incorporated."

1.5.	Developer shall not grant any customer the right to use a Product 
until such customer has been registered by Developer as a user of the 
Product 
and customer's rights to use such Product are governed by an agreement with 
Developer providing that (a) the customer's use of such Product will be 
primarily for accessing the CompuServe Information Service and for 
manipulating and viewing data received through the CompuServe Information 
Service, and (b) the customer will not alter, enhance or redistribute any 
Product.

1.6.	This Agreement does not provide Developer with title to or ownership 
of the Licensed Technology or any service mark of CompuServe, but only the 
license granted herein.  Developer may only grant its customers a limited 
right to use Products.

Section 2.  License Fees.

2.1.	In payment for the licenses granted herein, Developer shall pay 
CompuServe a one-time initial license fee of $ 1.00 which is due in full 
upon 
the execution of this Agreement and a fee per Disposition equal to the 
greater of (a) 1.5 percent of the selling price per Disposition or (b) $.15 
per Disposition.  Unless otherwise provided herein, all license fees and 
other amounts payable hereunder by Developer shall be paid to CompuServe in 
U.S. Dollars within ten (10) days after the end of each quarter.  Quarterly 
periods may be defined at CompuServe's discretion.

2.2.	Developer is solely responsible for payment of any taxes resulting 
from Developer's use of the Licensed Technology, except for taxes based on 
the income of CompuServe or Unysis Corporation.  Developer agrees to hold 
CompuServe harmless from all claims and liability arising from Developer's 
failure to report or pay such taxes.  This paragraph shall survive any 
termination of this Agreement.

Section 3.  New Products.  

Developer shall have the right to add additional Products solely within the 
Field of Use by providing notice to CompuServe of the existence of each new 
Product at the time such new Product is first offered to Developer's 
customers.

Section 4.  Reports.  

Developer shall keep adequate records to accurately determine the payments 
due under this Agreement.  Each payment hereunder shall be made and 
accompanied by a report in such manner and form as requested by CompuServe 
setting forth the number of Dispositions of each Product occurring hereunder 
and any other information reasonably necessary to calculate payments due 
hereunder.  Developer shall not enter into any arrangement under which 
copies 
of Products will be prepared or the Licensed Technology used, unless 
Developer has taken steps to ensure that it can account for and pay the 
royalties required hereunder.

Section 5.  Audits.  

CompuServe shall have the right, no more than once during any calendar year, 
to have an independent certified public accountant inspect the relevant 
records of Developer on seven business days notice and during regular 
business hours to verify the reports and payments required to be made 
hereunder.  Should an underpayment in excess of 10 percent be discovered, 
Developer shall pay the cost of the audit.  In any event, Developer shall 
promptly pay any underpayment together with interest at the annual rate of 
12 
percent.

Section 6.  Assignment.  

This Agreement and the licenses granted herein may not be assigned by 
Developer without the prior written consent of CompuServe.

Section 7.  License Term.  

The initial term of this Agreement shall commence on the effective date of 
this Agreement and shall expire at midnight (EST) on the first anniversary 
of 
such date.  This Agreement shall automatically renew for additional 
consecutive one year periods, unless either party delivers a written notice 
of termination to the other party not later than 30 days before the 
expiration of the then current term.

Section 8.  Termination for Cause.  

This Agreement may be terminated by CompuServe: (a) upon 30 days prior 
written notice, if Developer is in breach of any of its material obligations 
hereunder and the breach is not remedied within such 30 day period; or (b) 
upon reasonable written notice, if the Licensed Patent expires or is found 
invalid or unenforceable in any proceeding before the U.S. Patent and 
Trademark Office or in a U.S. court of law, after all appropriate appeals 
have been finally decided.  Promptly following any termination of this 
Agreement, Developer shall (i) return all copies of the GIF(SM) 
specification 
and any confidential information of CompuServe then in its possession or 
control to CompuServe, (ii) stop using the Licensed Technology, and (iii) 
stop distributing  Products.

Section 9.  Notices.  

All notices or other communications required or permitted under this 
Agreement
shall be in writing and shall be delivered by personal delivery, registered 
mail return receipt requested, a "Next Day Air" delivery service or by 
customary electronic means, addressed as indicated on the signature page of 
this Agreement.

Section 10.  Miscellaneous.

10.1.	CompuServe represents that it has executed an agreement with Unysis 
Corporation dated June 21, 1994, pursuant to which Unisys Corporation (a) 
granted to CompuServe a license to sublicense the technology covered by the 
Licensed Patent to make, have made, use and sell Products in the Field of 
Use, provided such Products are identified to Unysis Corporation as required 
by such agreement, and (b) agreed as follows: "Unysis hereby releases any 
and 
all claims of any nature based upon any use of the technology of the 
Licensed 
Patent by Licensee in the Products, internal use in offering the CompuServe 
Information Service, or use by its licensees in derivatives of the Products, 
which have occurred to date and during the period of implementation of this 
Agreement, provided that Licensee shall exercise commercially diligent 
efforts to implement this Agreement as soon as reasonably practicable and in 
no case later than six (6) months after the date this Agreement is executed 
by Licensee." 

10.2.	EXCEPT AS SET FORTH IN THIS AGREEMENT, COMPUSERVE DISCLAIMS ANY AND 
ALL EXPRESS AND IMPLIED PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT
TO THE LICENSED TECHNOLOGY, INCLUDING ITS CONFORMITY TO ANY REPRESENTATION 
OR 
DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, OR ITS 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  This paragraph shall 
survive any termination of this Agreement.

10.3.  The cumulative liability of CompuServe for all claims arising out of 
or relating to this Agreement shall not exceed the total amount of all 
license fees paid to CompuServe hereunder.  In no event shall CompuServe be 
liable for any lost profits or incidental, special, exemplary or 
consequential
damages for any claims arising out of or relating to this Agreement.  This 
paragraph shall survive any termination of this Agreement.

10.4.	Nothing in this Agreement shall be construed as:  (a) requiring the 
maintenance of the Licensed Technology; (b) a warranty as to the validity or 
scope of the Licensed Technology; (c) a warranty or representation that any 
Product will be free from infringement of patents, copyrights, trademarks or 
other similar intellectual property interests of third parties; (d) an 
agreement to bring or prosecute actions against third party infringers of 
the 
Licensed Technology; (e) conferring any license or right under any patent 
other than the Licensed Patent; or (f) conferring any right to use the 
Licensed Technology outside the Field of Use.

10.5.	This Agreement contains the complete and final agreement between the 
parties, and supersedes all previous understandings related to the subject 
matter hereof whether oral or written.  This Agreement may only be modified 
by a written agreement signed by duly authorized representatives of the 
parties.

10.6.	The validity and interpretation of this Agreement shall be governed 
by Ohio law, without regard to conflict of laws principles.  The parties 
further consent to the exclusive jurisdiction of the state and federal 
courts 
located in the City of Columbus, Ohio.  Process may be served on either 
party 
by U.S. Mail, postage prepaid, certified or registered, return receipt 
requested, and addressed as indicated on the signature page of this 
Agreement.  
This paragraph shall survive any termination of this Agreement.

10.7.	Developer shall not disclose to anyone for any reason the terms of 
this Agreement or any information provided to Developer by CompuServe that 
is 
marked as being confidential information of CompuServe, except with 
CompuServe's prior written consent.  Developer shall protect the 
confidentiality of such information with at least the same degree of care it 
employs to protect its own similar confidential information.  Developer may 
use such confidential information of CompuServe solely for purposes of 
exercising its rights under this Agreement, and shall make no other use of 
such information.  This paragraph shall survive any termination of this 
Agreement.

10.8.	Developer acknowledges and agrees that Unisys Corporation is an 
intended third party beneficiary of each and every provision of this 
Agreement, other than Section 2 hereof, and may enforce any rights it may 
have under such provisions to the fullest extent permitted by law as if it 
were a party to this Agreement.  This paragraph shall survive any 
termination 
of this Agreement.

10.9.	Developer shall indemnify and hold CompuServe, and its officers, 
directors, agents, employees and affiliates, harmless against any damage, 
loss, claim, action, liability, cost or expense suffered by or brought 
against
any of the foregoing indemnified parties arising out of or relating to any 
breach or violation of this Agreement by Developer or its customers or any 
conduct of Developer or its customers relating to their use of the Licensed 
Technology.  This paragraph shall survive any termination of this Agreement.

Section 11.  Definitions.  As used herein:

11.1.	"Disposition" means the sale, lease or license or any other grant of 
rights to a Product or any new Product as may be added pursuant to Section 3 
of this Agreement.

11.2.	"Field of Use" means software provided by CompuServe or Developer and 
used by subscribers to the CompuServe Information Service to access the 
CompuServe Information Service or use information obtained over the 
CompuServe Information Service which utilizes the technology of the Licensed 
Patent.

11.3.	"GIF(SM)" means CompuServe's copyright and other intellectual property
embodied in the Graphics Interchange Format(SM) as described in the most 
recent release of the specification for the Graphics Interchange Format(SM), 
as the same may be updated from time to time during the term of this 
Agreement,
but (for purposes of this Agreement) does not include the technology covered 
by the Licensed Patent or CompuServe's service marks for the Graphics 
Interchange Format or GIF.

11.4.	"Licensed Patent" means U.S. Patent 4,558,302 registered in the name 
of Unisys Corporation relating to digital data compression and 
decompression, 
and all foreign counterparts.

11.5.	"Licensed Technology" means, collectively, GIF(SM) and the Licensed 
Patent.

11.6.	"Products" means software that is developed or distributed under this 
Agreement which is designed for and used primarily for accessing the 
CompuServe Information Service and for manipulating and viewing data 
received 
through the CompuServe Information Service,  and any new Products as may be 
added pursuant to Section 3 of this Agreement.

Signatures:


CompuServe Incorporated	Developer


By____________________          By_______________________________________

Name:  Kent D. Stuckey		Name:____________________________________

Title:  Secretary		Title:___________________________________

Address:  5000 Arlington Centre Blvd.		Address:_________________

                                     ____________________________________

Columbus, Ohio  43220		     ____________________________________

Phone:  (614) 457-8600		Phone:___________________________________

Fax:  (614) 457-9665		Fax:_____________________________________


Effective Date:	__________________________________

Received on Monday, 9 January 1995 12:55:11 UTC