MCAFEE. COM CORP.
MASTER OEM DISTRIBUTOR AGREEMENT FOR JAPAN

This Master OEM Distributor Agreement (the "Agreement") is effective as of January 1, 2000 (the "Effective Date") by and between McAfee. com, Corp., a Delaware corporation, with its principal place of business at 2805 Bowers Avenue, Santa Clara, CA 95051 ("McAfee. com"), and Network Associates K. K. a Japanese corporation, with its principal place of business at Toranomon No. 33 Mori Bldg., 3-8-21 Toranomon, Minato-ku Tokyo 105 Japan ("Distributor").

RECITALS

WHEREAS, McAfee owns and/or markets certain computer software services and products;

WHEREAS, Distributor licenses computer products to End Users and to its authorized OEMs, system integrators and resellers and offers post-sales support services and software evaluation libraries through its sales offices and/or resale locations;

WHEREAS, Distributor desires to license the Products from McAfee. com in order to sub-license the Products in Japan to OEMs for the sole purpose of producing OEM Products for distribution to End Users and Resellers, and McAfee. com desires to make the Products available to Distributor for these purposes.

IN CONSIDERATION of the foregoing premises, the parties agree that the terms and conditions attached and incorporated herein shall govern the distribution of the Products by Distributor.

IN WITNESS WHEREOF, the parties have executed this Agreement.

TERMS AND CONDITIONS OF AGREEMENT

1. DEFINITIONS

(a) "Agreement" means this Agreement, fully executed by the parties, which includes all Attachments.

(b) "Attachments" means addenda, including any exhibits or schedules to this Agreement describing the License Fees, and any special terms and conditions pertaining to this Agreement.

(c) "End User" means the entity to whom the End User License Agreement applies, who uses the Products for internal use and not for re-sale, marketing, leasing or renting, and who has obtained the Products bundled or pre-installed by an OEM.

(d) "End User License Agreement" means the license to use the Products, which shall be included with each Product and in the form of Exhibit A (or a translation thereof or as specified by McAfee. com

(e) "Error" means any reproducible failure of the Products to perform its intended functions or any significant inaccuracies in the End User Documentation.

详细内容见附件