Sample Business Contracts

RealMedia Architecture Partner Program Internet Agreement - RealNetworks Inc. and Audible Inc.

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           RealMedia Architecture Partner Program Internet Agreement

This Agreement is entered into as of November 12, 1998 (the "Effective Date") by
and between RealNetworks, Inc., a Washington corporation with a principal place
of business at 1111 Third Avenue,   Suite 2900, Seattle, Washington 98101 ("RN")
and Audible Inc., a Delaware corporation with an address at 65 Willowbrook
Blvd., Wayne, NJ 07470  ("Partner").

WHEREAS, RN has developed and owns all right, title and interest in the
RealMedia Architecture ("RMA", as further defined below), an open platform for
development of streaming media applications and tools, which allows software
developers to build new applications and extend current applications to inter-
operate with a wide variety of datatypes;

WHEREAS, RN has established a licensing program (the "Partner Program") which
allows independent software developers to create, market and sell applications
based on RMA, and to receive other benefits of participating in the Partner
Program; and

WHEREAS, Partner desires to participate in the Partner Program and to receive
the attendant rights and benefits;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


1.1  "License Key" means the authorization code that is generated by the License
     Key Tool and that enables RMA Server Software to stream RealMedia
     datatypes. License Keys that generate User-Streams and enable features of a
     Partner Product are provided to a Partner's end-user customers.

1.2  "License Key Tool" means the version of the License Key Tool that is
     provided to Partner by RN, which is specific and unique to the Partner
     Product. The License Key Tool is used to generate unique License Keys for a
     Partner Product.

1.3  "Licensed Software" means RN Players, the RealMedia SDK, including
     associated RealMedia Libraries, RMA Server Software, whether in Object Code
     or Source Code form, License Key Tools and License Keys, and related User
     Documentation and specifications.

1.4  "New Release" means a new major release of the RMA Servers or the Partner
     Products in which major new functionality has been added in addition to any
     complement of bug fixes supplied, and which is designated as a change in
     the digit to the left of the decimal point in the product version number
     [(x).x.x]. "Update" means a minor release, enhancement, revision,
     modification or upgrade of the RMA Servers or Partner Products, designated
     as a change in the tenths digit in the product version number [x.(x).x], or
     in the digit to the right of the tenths digit in the product version number
     [x.x.(x)]. By way of clarification, if either party markets a new and
     distinct product along with and in addition to an existing program, then
     such new and distinct product shall be treated as a New Release, not an

1.5  "Object Code" means computer code assembled or compiled in magnetic or
     electronic binary form on software media, which are readable and useable by
     machines, but not generally readable by humans without reverse-engineering,
     reverse-compiling or reverse-assembly.

1.6  "Partner Product(s)" means the products and applications developed by
     Partner which are compatible with RMA Servers, as further described on
     Exhibit A hereto. Partner Products shall include:

     (a)  "Partner Client Software," which means software that connects to an
          RMA Player and utilizes the RMA application programming interfaces


     (b)  "Partner Tools," which means software tools that may import datatypes
          and export datatypes using the RealMedia Libraries; and/or that are
          used to perform RMA-related functions including, but not limited to,
          server administration, plug-in file systems, server monitoring, and
          assembly; and

     (c)  "Partner Server Applications," which means software that interfaces
          with an RMA Server and adds datatypes that can be streamed from an RMA

1.7  "RealMedia Architecture" or "RMA" means the software platform developed by
     RN that allows for the development of streaming media products and tools,
     and which is designed specifically for the existing infrastructure of the
     Internet and corporate Intranets.  RMA includes the following components:

     (a)  "Players," which are stand-alone applications or as components
          embedded in other applications that play media files.

     (b)  "RealMedia Datatypes," which are datatypes that can be streamed using
          RMA Server APIs and played using RMA Player APIs.

     (c)  "RealMedia Libraries," which are contained in the RealMedia SDK and
          are Object Code implementations of various APIs.

     (d)  "RealMedia SDK" or "SDK," which contains the tools and information
          needed for software developers to create tools for use in producing
          streaming media and to adapt or build applications that stream from
          RMA Servers and play in Players.  The SDK contains a Player, Player
          APIs, Server APIs, RealMedia Libraries, Sample Source Code and
          RealMedia Server Software for use solely in developing Partner

     (e)  "RMA Server Software" or "RMA Server" in Object Code form, which
          streams files reliably over networks, and which has the capabilities
          set forth on Exhibit B hereto.

     (f)  "Sample Source Code," which provides an example of how to develop an
          RMA application.

1.8  "Term" is defined in Section 8.1.

1.9  "Territory" means the world, except as otherwise limited by Section 15.5.

1.10 "User Documentation" means RN's user manuals, technical manuals, release
     notes including advertisements for RMA Servers, installation and operation
     instructions, and other data and documentation describing the use of RMA
     Servers normally supplied to RN's customers.

1.11 "User-Stream" means the stream of media-compatible data necessary to
     deliver the media type associated with a Partner Product from an RMA Server
     to a single end-user client computer.  The number of User-Streams being
     delivered by a given RMA Server is measured by counting the number of end-
     users simultaneously served by User-Streams originating at that RMA Server.


2.1  License.  Subject to the terms and conditions of this Agreement, RN grants
     to Partner a non-exclusive, nontransferable license to use and install the
     RealMedia SDK for the sole purpose of developing Partner Products that are
     based upon the RMA architecture.  Partner, including its designated
     subcontractors, if any, shall only use the SDK on a single computer or on a
     computer network.  Partner may make a single copy of the SDK for back-up
     and archival purposes only, provided that any copy must contain all
     proprietary notices included in the original.  Partner may download
     associated online documentation for purposes of using the SDK, but may not
     make further copies of the documentation.

2.2  Limitations.


     (a)  The SDK may be used solely to develop and test a Partner Product.  It
          may not be used for any commercial, non-commercial, educational or
          internal purpose, and may not be used in any way that allows or causes
          the transmission of audio, video or other media files across the
          Internet or any computer network without a separate written license
          agreement from RN.

     (b)  Partner is expressly prohibited from using, licensing, selling,
          transferring or otherwise distributing any Partner Product except as
          expressly provided in this Agreement.

     (c)  Except as expressly provided herein, Partner shall not copy, modify,
          reproduce, display, decompile, reverse engineer, store, translate,
          sublicense, assign, sell, lease or otherwise transfer or distribute
          the SDK, or any of its rights therein, in whole or in part, nor may
          Partner use the SDK to clone any client, server or other RN product.
          All rights not specifically granted herein to Partner are reserved to

     (d)  Nothing contained in this Agreement shall be deemed or construed to
          grant Partner the exclusive right to develop, or have distributed by
          PN, Partner Products for any particular category of datatypes.


3.1  By Partner.

     (a)  Partner Client Software.  Partner shall have the right and license to
          market, promote, license and distribute the Partner Client Software
          bundled with the RMA Player both physically and electronically in all
          channels of distribution, including from Partner's web site, and
          including but not limited to CD-ROM installation disks and/or third
          party OEM disks.  Such bundle may, in Partner's discretion, contain
          other Partner software.  Such distribution right shall be for the
          latest versions of the RMA Player released by RN during the Term and
          shall be free of any royalty obligation. Partner's Authorized
          Distributors shall have the right and license to market promote,
          license and distribute the Partner Client Software both physically and
          electronically in all channels of distribution, including from
          Partner's web site, and including but not limited to CD-ROM
          installation disks and/or third party OEM disks.  End users who
          license, acquire or purchase the Partner Client Software and RMA
          Player during the Term shall have the right to use the same in
          perpetuity.   Partner Client Software shall be distributed by RN in
          accordance with Section 3.2(a). Partner may include a link offering or
          promoting the Partner Client Software from the Partner website to a
          hidden link on a RN website from which the Partner Client Software may
          be downloadable, and may promote the Partner Client Software on
          Partner's website.

     (b)  Partner Tools; Partner Server Applications. If applicable, subject to
          the terms and conditions set forth in this Agreement, and payment of
          the License Fees set forth in Section 7.1, RN grants Partner a non-
          exclusive license to distribute Partner Server Applications and
          Partner Tools containing any Licensed Software through all methods and
          channels of distribution in the Territory during the Term, including
          through electronic distribution.

     (c)  Limitations; Requirements.

          (i)  Partner's end-user license agreements for the Partner Products
               shall prohibit further distribution of the RMA Libraries, any RMA
               files or other components of RMA by Partner's end-users.

          (ii) Partner shall include a prominent and valid copyright notice, in
               the form reasonably requested by RN, in Partner Products
               specifying that components of Partner's Products are owned by and
               used under license from RN and its suppliers. Partner shall not
               alter or remove any copyright or trademark notices contained in
               any Licensed Software or User Documentation. In addition, Partner
               shall display RN's "RMA logo" and the words "RMA Compatible" on


                product packaging and all product manuals and documentation, in
                accordance with any Trademark Usage Guidelines provided by RN.

          (iii) Partner may only distribute Partner Products that have been
                designed, developed, and tested to function with an RMA Server.
                To ensure that all components of the Partner Products
                interoperate properly and are compatible with the RMA Server, RN
                may elect to test the Partner Products or, at RN's option, will
                have the Partner Products tested by a third party testing lab at
                Partner's expense. Under no circumstances shall Partner Products
                be held to a standard any greater than that applicable RN and/or
                other third-party products. RN shall provide development support
                to Partner to aid in Partner's resolution of problems discovered
                in the testing process, as set forth in Section 6.1.

          (iv)  Partner agrees to promptly deliver to RN all releases, including
                beta releases, of its Partner Products, for use by RN as set
                forth in Section 3.2.

3.2  By RN.

     (a)  Partner Client Software. Partner hereby grants RN a non-exclusive
          perpetual royalty-free right and license to market, promote and
          distribute, by itself or through Authorized Distributors, the Partner
          Client Software, in the Territory By any means and in all channels of
          distribution.  Provided that RN determines that the Partner Client
          Software is compatible with RMA, the Partner Client Software complies
          with the technical specifications agreed upon by the parties, that
          Partner continues to support the Partner Client Software in a
          commercially reasonable manner through upgrades if applicable,
          technical support and promotion), RN agrees to promote, market and
          distribute the Partner Client Software as follows:

          (i)   RN will make good faith effort to include the Partner Client
                Software as a standard feature in the RN Players in all non-
                electronic distribution channels.

          (ii)  RN will include the Partner Client Software in all full-featured
                versions of the RN Players distributed electronically over the
                Internet. All Players which do not include the Partner Client
                Software will include an automatic download feature that makes
                the Partner Client Software available whenever a Player attempts
                to receive a Partner datatype.

          (iii) RN will promote the Partner Client Software from the RN Partner
                page website.

          (iv)  RN shall not be obligated to include the Partner Client Software
                in any special versions of the Player provided to a RN third
                party licensee if such licensee will not accept the Partner
                Client Software

          (v)   In the event that either party secures a distribution
                arrangement with an OEM or other distributor that necessitates
                that either the RMA Server or the Partner Product be compiled or
                "ported" to run on a third party platform, the parties will
                negotiate in good faith and cooperate as reasonably necessary to
                enable such arrangement.

     (b)  Partner Tools; Partner Server Applications.  RN and Partner agree to
          negotiate in good faith a mutually acceptable Electronic Distribution
          Agreement which Agreement may allow RN the non-exclusive right and
          license to market, promote and distribute, by itself or through
          Authorized Distributors, the Partner Tools and Partner Server
          Applications, in the Territory during the Term.


4.1  Grant of License.  Subject to the terms and conditions of this Agreement,
     and payment of the License Fees set forth in Section 7.1, if applicable, RN
     grants Partner a non-exclusive, non-transferable right and license, in the
     Territory during the Term, to:


     (a)  market, license and distribute Object Code copies of the RMA Server
          Software and User Documentation to end-user customers only in
          conjunction with a Partner Product.

     (b)  license and distribute one copy of the Partner Client Software with
          each copy of the RMA Server Software distributed to an end-user

     (c)  generate License Keys with an authorized, RN-provided License Key
          Tool, and duplicate, market and distribute License Keys associated
          with Partner Product to Partner's authorized resellers and
          distributors ("Authorized Distributors") and end-user customers;

     (d)  sublicense to Authorized Distributors the right to market, license and
          distribute Object Code copies of the RMA Server Software, User
          Documentation and License Keys to end-user customers only as part of a
          bundle with partner Client Software; and

     (e)  determine the price at which Partner and its Authorized Distributors
          will license and distribute the Partner Products, RMA Server Software
          and License Keys to end-user customers, independent of any License Fee
          payable by Partner to RN.

4.2  Distribution Requirements.

     (a)  End User License Agreements.  Partner shall distribute and shall cause
          its Authorized Distributors to distribute to their end-user customers
          RN's standard end-user Server License Agreement, which is contained in
          RN's product packaging.  The license granted in such end-user license
          agreement shall be between RN and Partner's end-user's.   A copy of
          RN's standard end-user Server License Agreement is attached hereto as
          Exhibit C.

     (b)  Fulfillment for RMA Servers.  Partner may either: (i) download RMA
          Servers from a private RN download site; or (ii) place an order with
          RN for physical pre-packaged copies of the RMA Servers. RN will ship
          all physical product to Partner or Partner's authorized designee, by
          shipment method specified by Partner. All orders are shipped F.O.B.
          RN's designated fulfillment location. As a convenience, RN may prepay
          freight charges, and such charges will be billed to Partner. All risk
          of loss or damage in transit will be borne by Partner. Partner shall
          inspect the RMA Servers upon receipt at the delivery location.
          Acceptance shall be deemed to occur unless Partner provides RN with
          notice of non-acceptance within three (3) business days of receipt. A
          Partner may only reject an RMA Server for one of the following
          reasons: (i) missing labels or User Documentation, (ii) defective
          media, or (iii) defective performance.

     (c)  Source Code Escrow.  (i) Partner will deposit with Data Securities
          International, Inc. (the "Escrow Agent"), a complete and correct set
          of the Source Code version (as defined immediately below) and Object
          Code version of the Partner Products to be held in escrow (the "escrow
          products") and shall enter into the Escrow Agent's Master Preferred
          escrow agreement (attached hereto as Exhibit D), pursuant to which RN
          shall have the right to require that the Escrow Agent provide some or
          all of the Escrow Products to RN or third parties if so required by a
          governmental agency or court with jurisdiction over RN, or in the
          event that partner undertakes or is subject to any of the actions set
          forth in Section 8.2(b), or if Partner is in material breach of this
          Agreement. Partner shall pay any required escrow fee directly to the
          Escrow Agent.

          (ii)  RN's access to the Source Code version of the Partner Products
          shall be SOLELY for the purpose of fixing any bugs related to the
          Partner Products that render the RMA unusable as contemplated under
          the terms of this Agreement.  RN shall have no derivative rights in
          the Partner Products under any circumstances and may use any "fix" as
          contemplated by this subsection SOLELY under the terms and conditions
          of this Agreement.

          (iii) The Source Code version of the Partner Products referred to in
          this Section 4.2.c shall not include rights to components of the
          Partner Products which are licensed by third parties to Partner as
          follows: CyLink Corporation rights to DSS (Digital Signature Standard)
          under patents no. 4,200,770 ("Diffie/Hellman Patent")


          and 4,218,582 ("Hellman/Merkle Patent"); and DSP Group, Inc. rights
          regarding G.723.1 speech CODEC. Partner hereby agrees that, under the
          direction of RN and pursuant to third-party license rights to be
          obtained by RN for those third-party components, Partner will provide
          to RN assistance to integrate those licensed components into the
          Partner Products as required solely for the purpose set forth in
          4.2.c(ii) above.

     (d)  Trademark Usage.  If Partner distributes the RMA Server Software as
          part of a Bundle, Partner shall prominently display RN's "RMA logo"
          and the words "RMA Compatible" on the product packaging and all
          product manuals and documentation, in accordance with any Trademark
          Usage Guidelines provided by RN.

     (e)  Updates; New Release. During the Term, Partner shall make available
          to RN at no charge, upon release by Partner, a copy of all Updates and
          New Releases to the Partner Products. Each Update or New Release
          shall, upon release by Partner, be subject to all of the terms and
          conditions of the Agreement.


     In consideration for participating in the Partner Program, Partner shall be
     entitled to receive the following marketing considerations from RN:

5.1  Trademark License.  Partner shall have the right to use RN's trademarks and
     logos in connection with Partner's user interfaces, packaging, collateral
     material and website, subject to compliance with RN's Trademark Usage
     Guidelines.  Partner agrees to furnish RN with samples of any proposed
     usage of RN's trademarks or logos, and obtain RN's prior approval for such
     usage, which approval will not be unreasonably withheld.

5.2  Customer Mailings.  RN will send semi-annual emails throughout the Term to
     RN's targeted customers promoting the Partner Products. Partner shall have
     the right to review and approve the contents of such email, which approval
     won't be unreasonably withheld.  At Partner's discretion, such emails may
     list Partner's universal resource locators ("URL's") so that prospective
     customers can obtain additional information about the Partner Products.
     Additionally, RN will solicit from existing RN customers their desire to
     receive collateral material from Partner.  On Partner's behalf, providing
     that Partner reimburses RN for its costs of mailing and supplies all
     collateral material, RN will make one "bonded" mailing during the Term to
     RN's customers who indicate a desire to receive collateral material about
     the Partner Products.

5.3  Participation in RN Events.  RN agrees to feature Partner in the Partner
     Lab at RN's RealMedia user conference. From time to time, RN will also
     include Partner in RN press releases, and offer Partner the opportunity to
     participate in trade shows and conference displays as RN deems appropriate.

5.4  Real Developer Program.  RN will provide partner a complimentary membership
     in the Real Developers program at the "Apps Developer" level for one year
     from the Effective Date.

5.5  Advertising Impressions.  During the Term, RN will provide Partner, without
     charge, a minimum of 5,000 page impressions of advertising on RN's website,, in such locations as RN determines in its discretion.  Such
     advertising shall commence simultaneously with the Gold release of the
     Partner Client Software.


6.1  Development Support.  RN shall provide complimentary technical support to
     Partner in connection with Real Developers program for ninety (90) days
     from the Effective Date.  Such support includes unlimited telephone support
     and priority e-mail support, and five (5) additional support calls after
     the expiration of the 90-day period.


6.2  Technical Support for Partner Products.  Partner shall be solely
     responsible for providing, and agrees that it will provide, all end-user
     technical and customer support for the Partner Products.

6.3  Technical Support for RMA Servers. Partner agrees that it will provide
     first-tier technical and customer support, by telephone and e-mail and in
     accordance with RN's reasonable minimum support requirements, for RMA
     Server Software distributed by Partner and its Authorized Distributors. RN
     will enroll Partner, without charge, in a one-day RealMedia technical
     training seminar at RN's facilities, to train Partner to provide first-line
     technical support to its end-user customers for RMA Server Software.
     Partner shall be responsible for all out-of-pocket costs it incurs to
     attend such seminar.  RN shall provide second-tier technical support, by
     telephone and email, from 8:00 A.M-5:00 P.M. PST Monday through Friday to
     Partner's primary support contact for RMA Servers.  RN's telephone
     "hotline" shall be staffed by technical personnel with a working knowledge
     of the RMA Servers.  RN shall not provide technical support to Partner's
     Authorized Distributors or end-users, unless such customers purchase
     technical support service from RN directly.

6.4  Updates; New Releases.  During the Term, RN shall make available to Partner
     at no charge, upon release by RN, a copy of all corresponding Updates on
     the RN website. RN shall make New Releases available free of any additional
     charge and shall, upon release to Partner, be subject to all of the terms
     and conditions of the Agreement.


7.1  License Fees. In consideration of the rights and licenses granted herein,
     Partner agrees to pay RN the following License Fees:

     (a)  In the event at any time during the Term Partner distributes RMA
          Server code or RMA-based tools, Partner shall pay RN the sum of Ninety
          Dollars ($90.00) plus Eight Percent (8%) of the total gross revenue
          received by Partner from the sale, license or distribution of all RMA-
          based products, including Partner Products, RMA Servers, License Keys,
          Updates, New Releases and any site licenses.

     (b)  Notwithstanding Section 7.1(a), Partner shall not owe RN any License
          Fee on the sale of Partner Products and License Keys that enable
          datatypes other than streaming audio or video to customers who have
          purchased their RMA Server directly from RN, provided Partner does not
          distribute an additional RMA Server or New Release to such customers.

     (c)  RN reserves the right to revise the License Fees set forth above
          within thirty (30) days of the start of each calendar year and again
          upon the commercial release of each New Release. RN shall provide
          Partner thirty (30) days' written notice of any change in the License

7.2  Payment Terms.  Partner will provide RN with a written report by the 20th
     day of each month for the preceding calendar month setting forth: (a) the
     number of RMA Servers distributed, (b) the names and address to whom the
     RMA Servers were distributed; (c) the number of Partner Products
     distributed; (d) the number of License Keys distributed; (e) the type and
     number of any other RMA-based products or related licenses distributed; (f)
     the price per unit charged for each of the foregoing; (g) gross revenue
     receivable by Partner (whether or not actually collected); and (h) the
     amount due to RN pursuant to Section 7.1 for the preceding month.  The
     report shall be accompanied by the payment due. Payments shall be
     calculated based on sales invoiced by Partner and its Authorized
     Distributors, whether or not the revenue is actually collected. All
     payments due hereunder shall be made in United States Dollars, without
     withholding or offset of any kind.  Interest shall accrue on all amounts
     past due hereunder at the monthly rate of one and one half percent (1.5%)
     or at the maximum legal rate, whichever is less.

7.3  Rebates.  RN will pay Partner a rebate of License Fees, according to the
     following schedule:

     (a)  If Partner has paid RN between $250,000 and $500,000 in License Fees
          during the Term, RN shall pay Partner a rebate of Five Percent (5%) of
          the total License Fees paid;


     (b)  If Partner has paid RN between $500,001 and $1,500,000 in License Fees
          during the Term, RN shall pay Partner a rebate of Ten Percent (10%) of
          the total License Fees paid; and

     (c)  If Partner has paid RN $1,500,001 or more in License Fees during the
          Term, RN shall pay Partner a rebate of Fifteen Percent (15%) of the
          total License Fees paid.

     (d)  RN shall pay all rebates within ninety (90) days of receipt of the
          final monthly report and accompanying License Fees after the
          expiration of this Agreement.  The payment of a rebate by RN shall not
          be deemed as evidence of or confirmation that RN agrees that total
          amount due and owing RN under this Agreement has been paid by Partner,
          and shall not in any way affect RN's right to conduct any audit as set
          forth in Sections 7.4 and 7.5 during the period set forth therein.

7.4  Books and Records.  Partner shall keep books of account with respect to the
     amounts due and the calculations required to be made under Section 7.1.
     Upon RN's reasonable written request, and no more than once per year of the
     Term, RN may audit and inspect all such books of account, through an
     independent third party auditor and during normal business hours, provided
     that such auditor shall undertake in writing to protect the confidentiality
     of the business data and records of Partner.  The cost of any such audit
     shall be paid by RN; provided, however, that in the event RN initiates an
     audit under this Section 7.4 and it is finally determined that the amount
     reported and paid by Partner pursuant to Section 7.1 for the period(s)
     audited is, in the aggregate, less than ninety-five per cent (95%) of the
     aggregate amount actually due, then Partner shall pay the reasonable costs
     and expenses of said audit.  If any such audit reveals an underpayment of
     license fees, Partner shall make any correcting payment within thirty (30)
     days.  Any underpayment shall be subject to interest of one and one-half
     percent (1.5%) per month or the maximum amount allowed by law, whichever is
     less. Partner will maintain the books and records applicable to each
     reporting period for at least three years following the close of such

7.5  Audit of Authorized Distributors.  For all Authorized Distributors,
     Partner, in its sole discretion, shall either: (a) retain for itself the
     right to audit the books and records of any such Authorized Distributor; or
     (b) require that the Authorized Distributor agree in writing to permit,
     upon the written request of RN to Partner, an independent auditor paid by
     RN to examine the necessary books and records of any such Authorized
     Distributor, provided that such accountant shall agree to protect the
     confidentiality of the business data and records and to disclose to RN only
     the accuracy or inaccuracy of the reporting required hereunder.  Any such
     audits shall be arranged through Partner.


8.1  Term.  This Agreement shall commence as of the Effective Date, and
     terminate two (2) years thereafter ("the Term"), unless earlier terminated
     as provided herein.

8.2  Termination by Either Party. Either party may terminate this Agreement
     immediately upon written notice to the other party in the event of any of
     the following:

     (a)  should the other party fail to perform any material term or condition
          of this Agreement, which shall constitute a default of this Agreement,
          and such default has not been corrected within thirty (30) days of
          written notice from the non-breaching party.  In the event of a breach
          of Section 9 no cure period need be provided.

     (b)  should the other party (i) make a general assignment for the benefit
          of creditors; (ii) institute proceedings to be adjudicated a voluntary
          bankrupt, or consent to the filing of a petition of bankruptcy against
          it; (iii) be adjudicated by a court of competent jurisdiction as being
          bankrupt or insolvent; (iv) seek reorganization under any bankruptcy
          act, or consent to the filing of a petition seeking such
          reorganization; or (v) have a decree entered against it by a court of
          competent jurisdiction appointing a receiver, liquidator, trustee, or
          assignee in bankruptcy or in insolvency covering all or substantially
          all of such party's property or providing for the liquidation of such
          party's property or business affairs provided that such decree is not
          dismissed within 45 days.


8.4  Effect of Termination.

     (a)  Upon the effective date of termination of this Agreement for a
          material breach by Partner, the licenses granted hereunder shall
          terminate immediately. Partner will either immediately return all
          Licensed Software to RN or certify in writing to RN that all copies of
          all Licensed Software have been destroyed.  RN may discontinue
          promotion and distribution of Partner Products or continue to
          distribute Partner Products during the Sell-Off Period, set forth in
          Section 8. 3(b), at its sole discretion.    Notwithstanding anything
          in this Agreement to the contrary, under no circumstances may Partner
          distribute Partner Client Software after the expiration or termination
          of this Agreement, for any reason, without RN's express written

     (b)  For two (2) months after the expiration or termination of this
          Agreement other than by reason of Partner's material breach ("Sell-Off
          Period"), Partner may advertise and sell the Partner Products, RMA
          Server and the License Keys in its inventory or necessary to fulfill
          orders confirmed as of the expiration or termination date, and shall
          pay License Fees and render statements in the same manner as during
          the Term.  After the end of the Sell-Off Period, Partner shall return
          to RN, at Partner's expense, all copies of the Partner Products, RMA
          Server and the License Keys, or RN may instruct Partner to destroy
          them.  Partner shall furnish RN with affidavits certified by an
          officer of Partner evidencing such destruction.

     (c)  Any termination of this Agreement shall not release Partner from
          paying any amount that may then be owing to RN, or that may become due
          to RN in the future.

     (d)  Notwithstanding any other terms or conditions of the Agreement, the
          rights of end-user customers to use any RMA Servers or License Keys
          distributed by Partner shall survive any termination or expiration of
          the Agreement, provided that License Fees for said RMA Servers and
          License Keys have been paid to RN.


     "Confidential Information" means any trade secret information or
     information otherwise designated by a party as being confidential relating
     to either party's products, product plans, designs, computer code,
     technical information, costs, pricing, financing, marketing plans, business
     opportunities, personnel, research and development or know-how.
     Confidential Information shall not include information that (i) is or
     becomes generally known or available through no fault of the receiving
     party, (ii) was known by or disclosed to the receiving party prior to
     disclosure, (iii) is independently developed by the receiving party, or
     (iv) is made generally available by the disclosing party without any
     restriction. The parties shall use reasonable efforts and at least the same
     care that each uses to protect its own Confidential Information of like
     importance, to prevent unauthorized dissemination or disclosure of the
     other party's confidential information during and for three (3) years
     following the last day of the Term.  Neither party will use the other's
     Confidential Information for purposes other than those necessary to
     directly further the purposes of this Agreement.  Neither party will
     disclose to third parties the other's Confidential Information without the
     prior written consent of the other party, provided, however, that nothing
     will preclude a party from making disclosure to a third party for the
     purpose of due diligence in a financing transaction, merger, acquisition,
     business combination or other similar transaction, or from making any
     disclosures to any governmental agency having jurisdiction over the
     disclosing party, or unless otherwise required by law, government order or
     court proceeding.  Each party shall return the Confidential Information to
     the other party upon termination of the Agreement or upon the request of
     the other party.  Except as expressly provided in this Agreement, no
     ownership or license right is granted in any Confidential Information.



10.1  Partner.  Partner shall retain all right, title and interest in and to the
      Partner Products, including any copyright, patent, trade secret, or other
      intellectual property rights therein, subject to RN's underlying ownership
      in any Licensed Software included therein, and Partner Confidential
      Information. Notwithstanding the foregoing, Partner agrees that it shall
      not register or attempt to register any patents in connection with any
      Partner Product, including, but not limited to, in any device, process,
      method, function or invention included therein or necessary for the
      operation thereof, which would in any way interfere with, limit or
      prohibit RN's continued use, development or ownership of RMA.

10.2  RN.  RN shall retain all right, title and interest in and to the Licensed
      Software, including any copyright, patent, trade secret, or other
      intellectual property rights therein, all RN trademarks and all RN
      Confidential Information, and any copies thereof, regardless of the media
      or form on or in which the Licensed Software or copies may exist. Partner
      acknowledges and agrees that the Licensed Software is proprietary to RN,
      and is protected by the copyright laws of the United States and
      international copyright treaties. Unauthorized copying of the Licensed
      Software, including modification, merger or inclusion with any other
      software, is expressly forbidden. Partner shall not be deemed, by anything
      contained in or done pursuant to this Agreement, to acquire any right,
      title or interest in any trademark, copyright, patent or other
      intellectual property of RN, and shall do nothing to prejudice the value
      or validity of RN's rights therein or ownership thereof.


11.1  RN warrants, solely for the benefit of Partner, that for a period of
      ninety (90) days from the date of delivery to Partner: (i) the Licensed
      Software, if operated as directed, will substantially achieve the
      functionality described in the User Documentation, and (ii) that the media
      containing the Licensed Software, if provided by RN, is free in material
      respects from defects in material and workmanship; provided, however, that
      the foregoing warranty is expressly contingent (and shall be otherwise
      void) upon: (1) the use of the Licensed Software strictly in accordance
      with the instructions and User Documentation therefor; (2) the absence of
      misuse or damage thereto; (3) the absence of any alteration or
      modification thereto; and (4) Partner's acceptance of Licensed Software
      for distribution with knowledge that the media upon which the Licensed
      Software are reproduced may contain certain defects. RN makes no
      representation or warranty that the information or functions contained in
      the Licensed Software will meet Partner's requirements or that the use or
      operation of the Licensed Software will be uninterrupted, error free or
      secure, or that any Licensed Software defects are correctable or will be


11.3  Remedies.  RN's entire liability and Partner's exclusive remedy for any
      breach of the limited warranty set forth in Section 11.1 shall be, in RN's
      sole discretion: (i) to replace Partner's defective media; or (ii) to
      advise Partner how to achieve substantially the same functionality with
      the Licensed Software as described in the User Documentation through a
      procedure different from that set forth in the User Documentation.
      Repaired, corrected or replaced Licensed Software and User Documentation
      shall be covered by this limited warranty for period remaining under the
      warranty that covered the original Software, or if longer, for thirty (30)
      days after the date RN either shipped to Partner the repaired or replaced
      Licensed Software or RN advised Partner as to how to operate the Licensed
      Software so as to achieve the functionality described in the
      Documentation, whichever is applicable.


12.1  Each party (the "Indemnifying Party") agrees to hold harmless, indemnify
      and defend the other party (the "Indemnified Party") from and against any
      losses, damages, costs and expenses (including reasonable


      attorneys' fees and costs) arising out of or relating to any claims that
      the Indemnifying Party's products infringes any copyright, patent,
      trademark, trade secret or other proprietary right of any third party. The
      Indemnifying Party shall not be liable in the event that (i) the
      Indemnified Party continued marketing, sale, distribution or use of the
      Indemnifying Party's products after receiving prior written notice from
      the Indemnifying Party that the Indemnified Party should cease such
      activities due to a third party claim of infringement against such
      products; or (ii) the claim of infringement results from the Indemnified
      Party's combination or use of the Indemnifying Party's products with any
      third party product, program or data not supplied by the Indemnifying

12.2  Conditions of Indemnification.  A party's obligation to indemnify the
      other party is expressly conditioned on the Indemnified Party: (i) giving
      written notice of the claim promptly to the Indemnifying Party; (ii)
      giving the Indemnifying Party sole control of the defense and settlement
      of the claim; (iii) providing to the Indemnifying Party all available
      information and assistance (at the Indemnifying Party 's expense); and
      (iv) not compromising or settling such claim.




Any dispute arising out of or relating to this Agreement shall be resolved in
accordance with the procedures specified in this Section 14, which shall be the
sole and exclusive procedures for the resolution of any such dispute.

      14.1 Executive Negotiations.    The parties shall attempt in good faith to
resolve any dispute relating to this Agreement promptly by negotiation between
executives who have authority to settle the controversy.  In the event a dispute
cannot be resolved, either party may give the other party written notice of any
dispute not resolved in the normal course of business.   Within fifteen (15)
days after delivery of such a notice, the receiving party shall submit to the
other a written response.  The notice and response shall include a statement of
each party's position and a summary of arguments supporting that position.
Within thirty (30) days after delivery of the disputing party's notice, the
senior executive officers of Partner and RN shall meet at a mutually acceptable
time and place, and thereafter as often as they reasonably deem necessary, to
attempt to resolve the dispute.  All reasonable requests for information made by
one party to the other will be honored.  All negotiations pursuant to this
Section 14.1 are confidential and shall be treated as compromise and settlement
negotiations for purposes of the Federal Rules of Evidence and state rules of

      14.2 Arbitration.  If any dispute relating to this Agreement shall not
have been resolved through the use of the non-binding procedures specified in
Section 14.1 within one hundred (100) days of the initial notice of either party
to the other of a dispute, such dispute shall be settled by binding arbitration;
provided, however, that if one party has requested the other to participate in
the non-binding procedure specified in Section 14.1 and the other has failed to
participate, the requesting party may initiate arbitration before expiration of
the above stated period. Arbitration shall be governed by AAA Rules, with
arbitrators to be mutually agreed upon by the parties. Arbitration shall take
place in King County, Washington. The arbitrators shall not be empowered to
award damages in excess of compensatory damages, and each party hereby
irrevocably waives any right to recover such damages with respect to any dispute
or disagreement resolved by arbitration.


     14.3  Provisional Remedies.  A party, without prejudice to the mandatory
procedures of this Section 14, may file a complaint for statute of limitations
or venue reasons, or seek a preliminary injunction or other provisional judicial
relief, if in its sole judgment such action is necessary to avoid irreparable
damage or to preserve the status quo.  Notwithstanding such action, the parties
will continue to participate in good faith in the procedures specified in this
Section 14.


     15.1  Independent Contractor.  The relationship created by this Agreement
is one of independent contractors, and not partners, franchisees or joint
venturers.  No employees, consultants, contractors or agents of one party are
employees, consultants, contractors or agents of the other party, nor do they
have any authority to bind the other party by contract or otherwise to any
obligation, except as expressly set forth herein.  They will not represent to
the contrary, either expressly, implicitly or otherwise.

     15.2  Notices.  All notices and demands under this Agreement will be in
writing and will be delivered by personal service, confirmed fax, confirmed e-
mail, express courier, or certified mail, return receipt requested, to the
address of the receiving party set forth below, or at such different address as
may be designated by such party by written notice to the other party from time
to time.  Notice will be effective on receipt.  Notices should be addressed to:

           RN:                                               AI:            
           Russell Braun                                     Travis Millman 
           GM Strategic Products                             VP, Business Development          
           RealNetworks, Inc.                                Audible Inc.   
           1111 Third Avenue, Suite 2900                     65 Willowbrook Blvd.              
           Seattle, WA 98101                                 Wayne, NJ 07470
           Voice: (206) 674-2288____                         Voice: 973-890-4070, x237        
           Fax: (206) 674-____                               Fax: 973-890-2442                
           E-mail:                           E-mail:       

           With a copy to:                                   With a copy to:

           Kelly Jo MacArthur, VP & General Counsel          Brian Fielding, Managing Director 
           Voice: (206) 674-2213                             Voice: 973-890-4070, x225        
           Fax: (206) 674-2695                               Fax: 973-890-2442                
           E-mail:                          E-mail:     

     15.3  No Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other, except pursuant to the sale of
substantially all assets of a party, or a merger or consolidation.  In the event
of a sale of substantially all assets of Partner, or a merger or consolidation
involving Partner, the terms and conditions contained in Section 4 of this
Agreement shall not survive.  This Agreement shall be binding upon and inure to
the benefit of the parties' permitted successors and assigns.


     15.4  Survival.  The following provisions shall survive the expiration or
termination of this Agreement: 2.2, 7.2, 7.4, 7.5, 8.4, 9-14, and 15.4.

     15.5  Export Licenses.  The parties acknowledge that the laws and
regulations of the United States may restrict the export and re-export of
certain commodities and technical data of United States origin.  Each party
agrees that it will not export or re-export the Products in any form without the
appropriate United States or foreign government licenses. In particular but
without limitation, none of the Products, Documentation or underlying
information or technology may be exported or re-exported (i) into (or to a
national or resident of) Cuba, Iraq, Libya, Yugoslavia (Serbia and Montenegro),
North Korea, Iran, Angola, Sudan, Syria or any other country to which the U.S.
has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of
Specially Designed Nationals or the U.S. Commerce Department's Table of Deny

     15.6  U.S. Government Restricted Rights and Export Restriction. The
Licensed Software and User Documentation are provided with RESTRICTED RIGHTS.
Use, duplication or disclosure by the Government is subject to restrictions set
forth in subparagraphs (a) through (d) of the Commercial Computer Software--
Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS
252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable.
Manufacturer is Progressive Networks, Inc./1111 Third Avenue, Suite 500/
Seattle, Washington, 98101.  Partner acknowledges that none of the Software or
underlying information or technology may be downloaded or otherwise exported or
re-exported: (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya,
North Korea, Syria, Sudan or Angola or any other country to which the U.S. has
embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Commerce Department's Table of Denial

     15.7  Miscellaneous. This RMA Agreement, and the Exhibits attached hereto
and made a part hereof, together with the business Agreement between the parties
dated as of November 12, 1998,constitute the complete and exclusive agreement
between RN and Partner with respect to its subject matter, and supersede all
prior oral or written understandings, communications or agreements not
specifically incorporated herein or therein.  This RMA Agreement, when executed
in combination with the business Agreement between the parties dated as of
November 12, 1998, supersedes in whole the Bundling Agreement dated as of July
27, 1997.  This Agreement may not be modified except in a writing duly signed by
an authorized officer of RN and Partner.  The waiver by either party of any
breach of this Agreement by the other party will not waive subsequent defaults
by such party of the same or a different kind.  If any provision of this
Agreement is held to be unenforceable for any reason, such provision shall be
reformed only to the extent necessary to make it enforceable, and such decision
shall not affect the enforceability of such provision under other circumstances,
or of the remaining provisions hereof under all circumstances.  The failure of
any party to enforce any of the provisions hereof shall not be construed to be a
waiver of the right of such party thereafter to enforce such provisions.  Any
and all remedies herein expressly conferred upon a party shall be deemed
cumulative and not exclusive of any other remedy conferred hereby or by law, and
the exercise of any one remedy shall not preclude the exercise of any other.
Headings shall not be considered in interpreting this Agreement.

     15.8  Announcements.  The parties agree that neither party shall publicize
the existence of this Agreement until such time as the initial publicity
announcement is made pursuant to the business Agreement between the parties
dated as of November 12, 1998.  Each party must obtain the prior written consent
of the other party before publishing any press release or other publicity
concerning this Agreement which includes any details of the other company's
products or personnel.


     IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date written above.

REAL NETWORKS, INC.                     AUDIBLE, INC._____________________
By: /s/ Robert Glaser                   By: /s/ Andy Huffman      
    -------------------------               ------------------------------
Name: Robert Glaser                     Name: Andy Huffman        
      -----------------------                 ----------------------------
Title: CEO                              Title: President and CEO  
       ----------------------                  ---------------------------  
Date: 11/24/98                          Date: 11/12/98            
      -----------------------                 ----------------------------