TO LICENSE AND DISTRIBUTION AGREEMENT

AMENDMENT NUMBER 8

TO

LICENSE AND DISTRIBUTION AGREEMENT

This Amendment Number 8 to License and Distribution Agreement (the “Amendment”) is entered into as of May 26, 2004 (the “Effective Date”) by and between Altiris, Inc., a Delaware corporation, having its principal place of business at 588 W. 400 South, Lindon, Utah 84042 (“Altiris”), and Hewlett-Packard Company, a Delaware corporation, having its principal place of business at 3000 Hanover Street, Palo Alto, California 94304 (“HP”) (individually, the “Party;” collectively, the “Parties”).

RECITALS

WHEREAS, Altiris has developed certain software for protecting and restoring data on computers;

WHEREAS, HP desires to license and distribute such software on certain HP hardware;

WHEREAS, the Parties have previously entered into a Software License and Distribution Agreement dated November 12, 1999, as amended (the “Agreement”), that grants HP license and distribution rights to certain Altiris software products and services; and

WHEREAS, the Parties desire to amend the Agreement to provide for the license and distribution of such Altiris software with certain HP hardware.

NOW, THEREFORE, in consideration of the above recitals, the mutual undertakings of the Parties as contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows:

All capitalized terms which are not defined in this Amendment shall have the meaning as set forth in the Agreement.

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ALTIRIS – HP CONFIDENTIAL

configure Local Recovery Basic such that it only works on HP Hardware and Legacy Hardware. Local Recovery Basic will be co-branded with HP branding, as mutually agreed upon by the Parties, and in accordance with the Parties’ trademark guidelines. The co-branded version of any Update or Upgrade will be provided to HP within a commercially reasonable period of time from the general commercial release of such Update or Upgrade.”

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ALTIRIS – HP CONFIDENTIAL

Products. HP shall have the right to evaluate and test the Local Recovery Products against the relevant Acceptance Criteria as such term is defined in this Section. HP shall provide to Altiris notification of its acceptance of the Local Recovery Products within thirty (30) calendar days after HP’s receipt of such Local Recovery Products or HP shall be deemed to have accepted the Local Recovery Products. In the event of any rejection or any partial or conditional acceptance, notification shall state the reasons for HP’s determination. Altiris shall correct any deficiencies preventing final acceptance, or obtain HP’s agreement on a plan to correct such deficiencies within ten (10) business days after receipt of such notification. HP’s acceptance of any Local Recovery Products shall not be a release of Altiris’ obligation to make commercially reasonable efforts to remedy any deficiencies subsequently found. The term “Acceptance Criteria” as used within this Section shall mean the Local Recovery Products will conform substantially to the specifications in the applicable user documentation that may accompany the Local Recovery Products. Acceptance by HP occurs when either: (a) HP provides notification to Altiris of acceptance as set forth above in this Section 2.9, or (b) HP distributes, or announces the availability of, the Local Recovery Products under the Local Recovery Licenses as set forth in Sections 3.17, 3.18 and 3.19.

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ALTIRIS – HP CONFIDENTIAL

visual frame as the HP Mark. Altiris shall be liable for any breach of this Section 3.20 by its affiliates. Altiris is granted no other right to any other HP trademark or service mark, or for use of the HP Mark in any other manner or with any other products or services, even if such products and/or services are similar to those listed above. HP does not grant Altiris a license to reproduce, use, display, and/or affix the HP Mark for the sale, re-sale or other distribution of the Local Recovery Products by Altiris or other parties not a party to this Amendment. HP reserves the right to use the HP Mark in all ways and in any capacity whatsoever.

Altiris shall use its best efforts to assist HPDC in preserving the value and validity of the HP Mark through its proper usage of the HP Mark and fulfilling its obligations under this trademark license. Altiris shall immediately notify HPDC, through HP, of all infringements of the HP Mark and applications to register any Mark that conflicts with the HP Mark about which Altiris is aware. HPDC has the sole right to bring any action for or take any actions against infringement (or similar legal theory) of the HP Mark. Altiris shall render any reasonable assistance requested by HPDC at HPDC’s expense. Any damages or other awards recovered for infringement of the HP Mark (or similar legal theory) belong solely to HP.

a. Use of the HP Mark outside the terms of this Amendment without HP’s prior written consent;

b. Attempt to sublicense or otherwise transfer the HP Mark without HP’s prior written consent;

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ALTIRIS – HP CONFIDENTIAL

c. Alter the words, drawings or other elements the use of which in proximity to the HP Mark have been approved by HP;

d. Use any other Mark or logos in proximity to the HP Mark or in combination with the HP Mark so as to create a composite mark;

e. Use any trademark, trade name, service mark, logo or other device or mark denoting or identifying any third parties’ product or service in combination, juxtaposition, connection or conjunction with the HP Mark;

f. Attack, interfere with or bring any action, legal or administrative, relating to HPDC’s ownership of the HP Mark;

g. Adopt, use or apply to register a mark consisting of, incorporating, or substantially similar to the HP Mark; or

h. Adopt or use the HP Mark, “hp”, “Hewlett-Packard”, or “Compaq”, or confusingly similar mark as a trade name, domain name, URL or product name, except as permitted herein.

Name: [*]

Title: [*]

Address: [*]

Phone: [*]

Fax/email:

HP, in inspecting the quality of the HP Mark, may take such actions as HP deems reasonable. After samples have been approved pursuant to this Amendment, Altiris shall not depart therefrom in any material respect without HP’s prior written consent. HP shall not withdraw its approval of samples of the HP Mark except upon (30) days prior written notice to Altiris.

Altiris shall withdraw from production any Local Recovery Products bearing the HP Mark that fails to comply with HPDC’s standards of quality.

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ALTIRIS – HP CONFIDENTIAL

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED. The limitations of liability set forth in Section 12.4 of the Agreement shall also apply as between Altiris and HPDC.

a. Altiris’ Duty to Defend. In addition to the infringement indemnity provisions set forth in Section 12.3 (“Infringement Indemnity”) of the Agreement, and such provisions will also apply to HPDC only with respect to Local Recovery Products, Altiris shall defend or settle, at its expense, any claim made or any suit or proceeding brought against HP and its affiliated companies and subsidiaries, and their respective employees, subcontractors, officers and directors insofar as it is based on an allegation that Altiris’ use of the HP Mark is not in compliance with this Amendment. Altiris’ obligations set forth in this Section 3.20.7(a) are subject to the conditions that HP provide prompt written notice to Altiris of the claim, informs Altiris of any subsequent written communications related to the claim, and reasonably cooperate in the defense of such claim at Altiris’ expense. Altiris shall have sole control of the defense or settlement of such claim, except where the HP Mark is the subject of a third party trademark infringement claim (or similar legal theory), in which case HP shall have the right to approve the defense and settlement thereof which might impact HP or HPDC’s trademark rights. Any damages or other awards recovered for infringement (or other legal theory) of the HP Mark shall belong solely to HP. All other damages or other awards recovered under this Section 3.20.7(a) shall belong solely to Altiris.

b. HPDC’s Duty to Defend. HP shall defend or settle, at its expense, any claim made or any suit or proceeding brought against Altiris and its affiliated companies and subsidiaries, and their respective employees, subcontractors, officers and directors insofar as it is based on an allegation that the HP Mark, as used in accordance with the terms and conditions set forth in this Amendment, infringes a trademark (or similar legal theory) of a third party. HP’s obligations set forth in this Section 3.20.7(b) are subject to the conditions that Altiris provides prompt written notice to HP of the claim, informs HP of any subsequent written communications related to the claim, and reasonably cooperates in the defense of such claim at HP’s expense. HP shall have sole control of the defense or settlement of such claim. Any damages or other awards recovered for trademark infringement (or similar legal theory) of the HP Mark shall belong solely to HP.

THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PARTIES WITH RESPECT TO INDEMNIFICATION IN CONNECTION WITH THE SUBJECT MATTER HEREIN. NOTHING IN THIS AMENDMENT SHALL BE CONTRUED TO CONSTITUTE ONE PARTY THE AGENT OF THE OTHER PARTY FOR THE PURPOSE OF ACCEPTING SERVICE OF LEGAL PROCESS OR BINDING A PARTY AS PRINCIPAL TO ANY REPRESENTATION, COMMITMENT OR AGREEMENT MADE BY THE OTHER PARTY IN CONNECTION WITH THE MANUFACTURE, SALE OR DISTRIBUTION OF ANY LOCAL RECOVERY PRODUCTS.

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ALTIRIS – HP CONFIDENTIAL

Addresses for Notice to the parties are:

If to HP Company:

Hewlett-Packard Company

Attn: [*]

With a copy to:

Hewlett-Packard Development Company

Attn: Trademark Counsel

20555 State Highway 249

Houston, Texas 77070-2698, USA

If to Altiris:

Altiris, Inc.

Attn: General Counsel

588 W. 400 South

Lindon, Utah 84042

With a copy to:

Altiris, Inc.

Attn: V.P., Strategic Alliances

588 W. 400 South

Lindon, Utah 84042

All notices and other communications hereunder shall be deemed to have been given (i) if by hand, at the time of the delivery thereof to the receiving party during normal business hours at the address of such part set forth above; (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iii) if sent by registered or certified mail, on the 7^th business day following the day such mailing is made. All notices made or given pursuant to this Amendment, unless otherwise noted or agreed in writing, shall be in the English language.”

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ALTIRIS – HP CONFIDENTIAL

notice prior to the start of this additional period (the Initial Period and additional period are hereinafter referred to as the “Distribution Period”).

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ALTIRIS – HP CONFIDENTIAL

All other terms not expressly amended herein shall remain in full force and effect as set forth in the Agreement. Should a conflict arise between this Amendment and the Agreement, as amended, the provisions of this Amendment shall control.

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ALTIRIS – HP CONFIDENTIAL

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives, all as of the date first written above.

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ALTIRIS – HP CONFIDENTIAL

EXHIBIT 1

HP MARK

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ALTIRIS – HP CONFIDENTIAL

EXHIBIT 2

TRADEMARK USAGE GUIDELINES

HP URL reference: <http://communications.corp.hp.com/bmc/pdf/trade Mark_naming.pdf>

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