AMENDMENT TWO TO SOFTWARE LICENSING AGREEMENT
EXHIBIT 10.7B
AMENDMENT TWO TO SOFTWARE
LICENSING AGREEMENT
This Amendment Two to the Software Licensing Agreement (the “Amendment”) dated February 28, 2004 (the “Effective Date”) shall serve to amend the Software Licensing Agreement dated April 26, 2002, including any and all previous amendments thereto (the “Agreement”) by and between Altiris, Inc., a Delaware corporation (“Licensor”) and Dell Products L.P (“Dell”).
Dell and Altiris seek to amend the Agreement as further set forth herein to adjust revenues paid and to include a new version of the Licensed Product.
Notwithstanding any provision to the contrary, the Agreement will be amended as of the Effective Date hereof to affect the following:
| 1. | All capitalized terms which are not defined in this Amendment shall have the meaning as set forth in the Agreement. |
| 2. | Section 3.2 (c) is deleted in its entirety and shall be replaced with the following [*] |
| 3. | Section 3.2 (f) shall be deleted in its entirety and replaced with the following [*] |
| 4. | The language in Section 6.3 shall be deleted in its entirety and replaced with the following [*] |
| [*] | This provision is the subject of a Confidential Treatment Request. |
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| 5. | The Supplement to Software Licensing Agreement shall be deleted in its entirety and replaced with the language in Exhibit A attached hereto. |
| 6. | All other terms and conditions 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, the provisions of this Amendment shall control. |
| DELL PRODUCTS L.P. (“Dell”) | ALTIRIS, INC. (“Licensor”) | |||||||
| By: | /s/ David F. Brown | By: | /s/ Rob Wellman | |||||
| Printed Name: | David F. Brown | Printed Name: | Rob Wellman | |||||
| Title: | V.P. | Title: | VP Strategic Alliances | |||||
| Date: | 3-22-04 | Date: | 3-24-04 | |||||
| Reviewed by Altiris Legal | ||||||||
| By: | /s/ EKG | |||||||
| Date: | 3/24/04 | |||||||
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EXHIBIT A
SUPPLEMENT TO
SOFTWARE LICENSING AGREEMENT (AMENDED)
This Supplement provides additional terms and conditions to the Agreement. All terms and conditions of the Agreement apply to this Supplement and the terms and conditions of this Supplement are hereby incorporated by reference into the Agreement.
| 1.0 | DESCRIPTION OF LICENSED PRODUCT(S) |
| (A | ) CODE | Dell OpenManage Client Administrator 2.0 consisting of Altiris Client Management Suite version 6.0. | |||
| (B | ) DOCUMENTATION | ||||
| Documentation: |
| Product Requirements Document - Feature and Function Definitions |
| Description of each feature/function |
| What part of the product was changed to incorporate this feature/function |
| Release requirements/features |
| Functional Specs |
| Description for requirement implementation |
| Definition of how each feature/function is implemented |
| Interaction between this feature/function and the other features/functions |
| Test Plan |
| Test results for each requirement |
| Version descriptions of each test tool |
| Test tools (tools, cases and environment vendor uses to test the product) |
| Degree of automation defined |
| How each feature/function was tested |
| Technical Support Statistics (when available) |
| Call volume |
| Types of problems reported |
| Supporting statistical data |
| Resolution for high call drivers for this product |
| Portal into Customer Services Help Desk |
| Portal into Developer Help Desk |
| User Documentation |
| Installation Guide |
| User’s Guide |
| On-Line Help |
| Release Notes (the following may be consolidated within 1 document) |
| Change Notification Process |
| Known limitations for this release |
| What was fixed in this release |
| Any installation changes |
| List of new features added in this release |
| Technical Training Materials for Technical Support and Sales (in collaboration with Dell) |
| Resource Tool Kit |
| Portal to Licensor Demo Web Site |
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| Dell and Altiris Integration: |
| Any debugging utilities in the Resource Tool Kit |
| Developer’s documentation and Usage Models in the Resource Tool Kit |
| Engineering Troubleshooting Guide in the Resource Tool Kit, when available or provided in Engineering Training |
| Other docs/specs/API/utilities that will facilitate the integration, as available in the Resource Tool Kit |
| 3.0 | DELIVERY SCHEDULE / TECHNICAL CONTACTS FOR LICENSED PRODUCTS |
Technical contacts will be identified in Exhibit C. The delivery schedule for the Licensed Product(s) shall be as follows:
[*]
| 4.0 | DESCRIPTION OF LICENSOR APPLICATION(S) |
| (A | ) CODE | Licensor Applications are as listed in the Dell Price List attached hereto as Exhibit F. | |||
| (B | ) DOCUMENTATION | User documentation varies by product offering. | |||
| 5.0 | COMPENSATION FOR LICENSED PRODUCT(S) AND LICENSOR APPLICATION(S) |
The Dell Price List is attached hereto as Exhibit F.
| 6.0 | DELIVERY SCHEDULE FOR LICENSOR APPLICATIONS / TECHNICAL CONTACTS |
Technical contacts will be identified in Exhibit C. Licensor Application(s) shall be made available to Dell upon execution of this Agreement.
| 7.0 | ACCEPTANCE CRITERIA |
Dell shall accept the Licensed Product(s) and Limited Product(s) when the following terms and conditions are fully satisfied and documented:
| 7.1 | [*] |
| 7.2 | [*] |
| 7.3 | [*] |
| [*] | This provision is the subject of a Confidential Treatment Request. |
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| 7.4 | [*] |
| 7.5 | [*] |
| 8.0 | NEW PRODUCTS |
During the term of the Agreement, the Parties agree to exercise reasonable efforts to meet no less than once per quarter to discuss their mutual business objectives, which include, but are not limited to, product roadmaps and the possible evaluation of new Licensor products. Licensor shall make commercially reasonable efforts to provide Dell an evaluation copy of new Licensor products (subject to a written evaluation agreement). If Dell wants to license such new product from Licensor, the new product will be added to this Agreement as mutually agreed upon in a written
| [*] | This provision is the subject of a Confidential Treatment Request |
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amendment, subject to negotiated pricing and delivery terms and conditions for the specific new product. The parties will agree on a schedule for Dell’s introduction of the new product to Dell’s customers that will include at a minimum the appointment of business and technical contacts for each party to monitor compatibility issues and other product release issues.
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