Common use of No Implication Clause in Contracts

No Implication. The parties agree that this Letter Amendment is -------------- intended to cover a unique situation involving the Snap Site and the projected changes in ownership and control of the LLC. Execution of this Letter Amendment by Vignette shall not imply that any other entity except those that are at least 50% owned and controlled by CNET may use the Systems pursuant to the license granted in Section 4.2 of the Agreement. This Letter Amendment constitutes an amendment to the Agreement to the extent necessary to effectuate the foregoing. Except as otherwise expressly provided in this Letter Amendment, the Agreement will remain in full force and effect in accordance with its terms. At the LLC's request, CNET, the LLC and Vignette will negotiate reasonably and in good faith to prepare, execute and deliver two separate agreements to replace the Agreement, one of which will govern the respective rights and obligations of the LLC and Vignette and the other of which will govern the respective rights and obligations of CNET and Vignette, in each case on the terms set forth in the Agreement (as amended hereby). Please sign this Letter Amendment in the space provided below to indicate your agreement with the foregoing and fax a copy of the signed Letter Amendment to me at (▇▇▇) ▇▇▇-▇▇▇▇. If you have any questions, please do not hesitate to contact me at (415) ▇▇▇-▇▇▇▇, extension 4144. We look forward to our continued business relationship. Very truly yours, CNET, INC. By: ____________________________ ▇▇▇ ▇▇▇▇▇▇▇, General Manager, Snap! SNAP! LLC By: ______________________ Name: ______________________ Title: ______________________ Consented and Agreed: VIGNETTE CORPORATION By: ________________________ Name: ________________________ Title: ________________________ Date: ________________________ Executed by NBC Multimedia, Inc. solely for purposes of agreeing to Section 8(b) of this Letter Amendment: NBC MULTIMEDIA, INC. By: ________________________ Name: ________________________ Title: ________________________ Date: ________________________ ATTACHMENT 1 PREFERRED ESCROW AGREEMENT Account Number ______________________ This Agreement is effective __________________, 1998 among Data Securities International, Inc. ("DSI"), Vignette Corporation ("Depositor") and Snap! LLC ("Preferred Beneficiary"), who collectively may be referred to in this Agreement as "the parties." A. Depositor and Preferred Beneficiary have entered or will enter into a license agreement regarding certain proprietary technology of Depositor (referred to in this Agreement as "the license agreement"). B. Depositor desires to avoid disclosure of its proprietary technology except under certain limited circumstances. C. The availability of the proprietary technology of Depositor is critical to Preferred Beneficiary in the conduct of its business and, therefore, Preferred Beneficiary needs access to the proprietary technology under certain limited circumstances. D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI to provide for the retention, administration and controlled access of the proprietary technology materials of Depositor. E. The parties desire this Agreement to be supplementary to the license agreement pursuant to ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 365(n).

No Implication. The parties agree that this Letter Amendment is -------------- intended to cover a unique situation involving the Snap Site and the projected changes in ownership and control of the LLC. Execution of this Letter Amendment by Vignette shall not imply that any other entity except those that are at least 50% owned and controlled by CNET may use the Systems pursuant to the license granted in Section 4.2 of the Agreement. This Letter Amendment constitutes an amendment to the Agreement to the extent necessary to effectuate the foregoing. Except as otherwise expressly provided in this Letter Amendment, the Agreement will remain in full force and effect in accordance with its terms. At the LLC's request, CNET, the LLC and Vignette will negotiate reasonably and in good faith to prepare, execute and deliver two separate agreements to replace the Agreement, one of which will govern the respective rights and obligations of the LLC and Vignette and the other of which will govern the respective rights and obligations of CNET and Vignette, in each case on the terms set forth in the Agreement (as amended hereby). Please sign this Letter Amendment in the space provided below to indicate your agreement with the foregoing and fax a copy of the signed Letter Amendment to me at (▇▇▇) ▇▇▇-▇▇▇▇. If you have any questions, please do not hesitate to contact me at (415) ▇▇▇-▇▇▇▇, extension 4144. We look forward to our continued business relationship. Very truly yours, CNET, INC. By: ____________________________ ▇▇▇ ▇▇▇▇▇▇▇, General Manager, Snap! SNAP! LLC By: ______________________ Name: ______________________ Title: ______________________ Consented and Agreed: VIGNETTE CORPORATION By: ________________________ Name: ________________________ Title: ________________________ Date: ________________________ Executed by NBC Multimedia, Inc. solely for purposes of agreeing to Section 8(b) of this Letter Amendment: NBC MULTIMEDIA, INC. By: ________________________ Name: ________________________ Title: ________________________ Date: ________________________ ATTACHMENT 1 PREFERRED ESCROW AGREEMENT Account Number ______________________ This Agreement is effective __________________, 1998 among Data Securities International, Inc. ("DSI"), Vignette Corporation ("Depositor") and Snap! LLC ("Preferred Beneficiary"), who collectively may be referred to in this Agreement as "the parties." A. Depositor ▇. ▇▇▇▇▇▇▇▇▇ and Preferred Beneficiary have entered or will enter into a license agreement regarding certain proprietary technology of Depositor (referred to in this Agreement as "the license agreement"). B. Depositor desires to avoid disclosure of its proprietary technology except under certain limited circumstances. C. The availability of the proprietary technology of Depositor is critical to Preferred Beneficiary in the conduct of its business and, therefore, Preferred Beneficiary needs access to the proprietary technology under certain limited circumstances. D. Depositor ▇. ▇▇▇▇▇▇▇▇▇ and Preferred Beneficiary desire to establish an escrow with DSI to provide for the retention, administration and controlled access of the proprietary technology materials of Depositor. E. The parties desire this Agreement to be supplementary to the license agreement pursuant to ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 11 United States Code, Section 365(n).