Sample Business Contracts

Technology, Development, Marketing and License Agreement [Amendment] - InterTrust Technologies Corp. and National Westminster Bank plc

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                          [LETTERHEAD OF INTERTRUST]

September 17, 1999

011 44 171 714 2043

Patrick J. Boylan
National Westminster Bank Plc
Level 21
Drapers Gardens
12 Throgmorton Avenue
London EC2N 2DL
United Kingdom

RE:  Amendment (the "Amendment") to Technology, Development, Marketing and
     License Agreement between NatWest and InterTrust dated August 18, 1998 (the

Dear Patrick:

I am writing in response to your letter dated September 9, 1999 and also in
connection with our discussions concerning the InterTrust Partnering Commitment.
In order to address the foregoing issues, NatWest and InterTrust hereby amend
the Agreement as follows:

1.  Except as otherwise provided herein, all capitalized terms will have the
    meaning set forth in the Agreement.

2.  The last sentence of Section 4.1(b)(i) is hereby amended and replaced with
    the following sentence: "InterTrust Specifications will be made available by
    InterTrust to NatWest from time to time."

3.  Exhibit C is hereby deleted.

4.  The first sentence of Section 8.1(b) of the Agreement is hereby deleted in
    its entirety and replaced with the following sentence: "The Initial
    Commitment Period will be extended for an additional six (6) months from the
    expiration of the Initial Commitment Period (such six (6) month extension
    period, "Second Commitment Period") (the Initial Commitment Period and the
    Second Commitment Period and any further extension, collectively, the
    "Commitment Period")."

5.  Section 9.3 is hereby amended by adding the following sentence after
    subparagraph (iii):

      In addition, NatWest may disclose the Basic Commercial Terms (as defined
      below) to Persons who are bona fide legitimate potential investors or
      content provider partners of NatWest; provided that such Persons have no
                                            -------- ----
      reasonably anticipated conflict of interest with InterTrust.  "Basic
      Commercial Terms" means solely those terms of the Agreement that relate to
      the royalties paid by NatWest to InterTrust and the payment terms under
      which such royalties are paid, and shall


      expressly exclude any provisions relating to the Advanced Royalties and
      any most favored nations provisions contained in the Agreement.

6.  No amendment or waiver of the Agreement other than that explicitly set forth
    herein shall be inferred, and the terms and conditions of this Amendment
    shall be governed by and fully incorporated into the Agreement. InterTrust
    and NatWest acknowledge and reaffirm all of the terms and conditions of the

Please indicate your agreement with the above by signing below.  If you have any
questions regarding these matters, please do not hesitate to contact me.

Best regards,                                        Understood and agreed,

/s/ Edmund J. Fish                                    Signature Illegible
------------------------                             --------------------------
Edmund J. Fish
Senior Operating Officer, EVP Corporate Development

cc:  Corporate Secretary NatWest