LICENSE AND DEVELOPMENT AGREEMENT
This License and Development Agreement (the "Agreement") is made and entered into as of May 8, 2000 (the
"Effective Date"), by and between SEACHANGE INTERNATIONAL, INC. ("SeaChange"), a Delaware
corporation with a principal place of business at 124 Acton Street, Maynard, MA 01754 and MICROSOFT
LICENSING, INC. ("Microsoft"), a Nevada corporation located at 6100 Neil Road, Reno, Nevada 89520.
Microsoft and SeaChange are sometimes referred to individually as a "Party", and collectively as the "Parties".
Recitals SeaChange has substantial experience in the delivery of high performance streaming video for Cable TV,
Broadband Internet and Broadcast Television systems and is willing to supplement its product development
efforts to enable the integration of Microsoft's Windows Media Technology server platform as the primary
internet protocol and MPEG streaming platform for SeaChange's next generation Cable TV, Broadband Internet
and Broadcast Television systems.
Microsoft is developing the next generation of software products commonly referred to as Window Media
Technologies, which are currently anticipated to ship in beta form by the end of calendar year 2000. Microsoft
wishes to provide SeaChange with technical assistance, engineering support and certain resources to assist it in
the development efforts described above.
NOW, THEREFORE, in consideration of the mutual promises as stated herein and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows.
1.1 "Confidential Information" shall have the meaning set forth in the Microsoft Corporation Reciprocal
NonDisclosure Agreement executed between the Parties with an effective date of October 11, 1999.
1.2 "Content" means digital audio (including, but not limited to, timeline-synchronized audio, music, voice and
sounds), digital video, and other digital information including data, text (including, but