THIS DISTRIBUTION AGREEMENT (the "AGREEMENT") is made as of this 17th day of August 2000 (the
"EFFECTIVE DATE") between Yahoo! Inc., a Delaware corporation, with offices at 3420 Central Expressway,
Santa Clara, CA 95051 ("YAHOO"), and ZixIt Corporation, a Texas corporation, with offices at 2711 North
Haskell Avenue LB 36, Dallas, Texas 75204 ("ZIXIT").
A. WHEREAS, ZixIt provides an email encryption service and desires to offer such service to users directed
from Yahoo's Web-based email service commonly referred to as "Yahoo! Mail;" and
B. WHEREAS, Yahoo desires to make the ZixIt service available to certain of its Yahoo! Mail users.
In consideration of the mutual promises contained herein, the parties agree as follows:
SECTION 1. DEFINITIONS.
Unless otherwise specified herein, capitalized terms used in this Agreement will have the meanings attributed to
them in this Section 1.
"CPM" means cost per 1,000 Impressions.
"COMPOSE PAGE" means the Page on Yahoo Mail that is accessed by a personal computer where a user may
compose an email message to be sent to a recipient at a particular email address.
"CONFIDENTIAL INFORMATION" has the meaning set forth in Section 10.1.
"DELIVERY FAILURE EMAIL" the email sent by ZixIt to a Sender in the event that the email address of the
intended recipient of an email of Sender is invalid and which will not contain any branding, links, advertising,
offers, or promotions of ZixIt or any third party. The Delivery Failure Email will solely be in the form and consist
of the message as mutually agreed upon by the parties. The Delivery Failure Emails will, at Yahoo's election and
in Yahoo's sole discretion, be branded with Yahoo trademarks, logos, service marks, trade dress, slogans, etc,
or other brand features.
"EMAIL" means an email composed by Sender that Sender elects to deliver to Recipient using the Secure
"ENHANCEMENT" means any improvements, modifi