Exhibit 10.12
SecureWeb(TM) Distribution Agreement
Xxxxxx Systems, Inc., a Delaware corporation with offices at 0000 Xx Xxxxxx
Xxxx, Xxx Xxxxx, Xxxxxxxxxx ("Xxxxxx") and Active Software, Inc., a California
corporation with principal offices at 0000 X. Xxxxxxxxx Xxxx. Xxxxx 000,
Xxxxxxxx Xxxx, XX 00000 ("Active") Active are parties to a SecureWeb Toolkit
Developer and Joint Development Agreement (the "Developer Agreement") granting
Active certain rights to use the Terisa's Toolkit in the development of Active's
Secure Products. The Developer Agreement is incorporated herein by reference and
made a part hereof. Effective as of 23 July '96, Xxxxxx and Active enter into
this SecureWeb Distribution Agreement concerning the distribution of such Secure
Products (the "Distribution Agreement") and agree as follows:
1. Definitions
1.1 "Agreement Year" means the period beginning with the first revenue
shipment of Secure Products from Active or six months after execution of the
Developer Agreement, whichever occurs first, and ending one year thereafter, and
each consecutive twelve month period thereafter.
1.2 "Distributor" means a dealer or distributor in the business of reselling
or redistributing Secure Products by virtue of authority of Active.
1.3 "End User" means a person or entity sublicensing the Secure Product for
personal or Internal Business Use.
1.4 "Internal Business Use" means use by employees, contractors and others
affiliated with the End User under the direction of and for the benefit of the
End User. Internal Use may also include initiating or responding electronically
to requests from a third party whether or not the End User or third party is
paying a fee for being a party to such communications. Internal Business Use
does not include the right to provide the software to third parties whether by
lease, rental, sale, sublicense or any other means.
1.5 Capitalized terms used and not otherwise defined in this Distribution
Agreement shall have the meanings designated for such terms in the Developer
Agreement.
2. Grant of License
2.1 Distribution Licenses. In addition to the rights granted in the Developer
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Agreement and subject to the terms of the Developer Agreement and this
Distribution Agreement, Xxxxxx grants to Active and Active accepts a
nonexclusive, nontransferable, worldwide license to
2.1.1. End User Use, reproduce and distribute to End Users i) in the first
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Agreement Year that number of copies consistent with the Developer Agreement;
ii) in all following Agreement Years, that number of copies licensed as
specified by Active on Terisa's standard distribution license order form..
Distribution of Secure Products shall be pursuant to an End User agreement
which shall include, as a minimum, provisions at least as protective of Xxxxxx
and its licensors' rights as those set forth in Exhibit A. End User agreements
may be in the form of on-line, "shrink-wrap" or "break seal" licenses.
2.1.2. Subdistributors Active may exercise its distribution rights through
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Distributors provided that they execute a signed, written Distributor
agreement containing, as a minimum, provisions at least as protective of
Xxxxxx and its licensors' rights as those set forth in Exhibit B. Distributors
shall have no right to modify the Secure Product. The Distributor shall be
considered an End User of any copies licensed for use by the Distributor and
such copies shall be subject to same minimum terms as those required in an End
User agreement.
2.1.3. Enforcement Active shall use
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reasonable efforts to ensure that all Distributors and End Users abide the
terms of their agreements.
2.2 Trademark License Subject to the terms and conditions of the Developer
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and Distribution Agreements, Xxxxxx grants to Active the right to indicate to
the public that its Secure Products contain the Toolkit or portions thereof
using the trademarks identified in Exhibit B attached hereto ("Licensed
Trademarks") subject to the limitations specified below.
2.2.1. Required Use of Marks. For all Secure Products, Active agrees to
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use its best efforts to use the SecureWeb trademark or a statement that the
product incorporates SecureWeb technology from Xxxxxx Systems in their user
interfaces (for example, within the splash screens and "about" screen, as
appropriate), user documentation, printed product collateral, product
packaging and, optionally, advertisements for the Secure Products. The wording
of such statements is subject to approval by Xxxxxx.
2.2.2. Required Use of RSA Seal. For all Secure Products, Active agrees
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include the appropriate RSA "Active Seal" from the form
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attached as part of Exhibit C-2 within the splash screens (if any) which are
displayed upon first use of any security functionality which uses the RSA
Software within a given on-line session and a statement that the Secure
Product contains the RSA Software.
2.2.3. Quality Review. Active shall use the Licensed Trademarks only in
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conjunction with a Secure Product which has been produced in accordance with
the standards of quality in design, workmanship, and use in conformance with
the published quality control specifications for software products
incorporating the Toolkit ("Quality Criteria"). Xxxxxx may, at its sole
option, review and test any and all Secure Products which are marketed in
conjunction with a Licensed Trademark to determine whether such Secure Product
conforms with the Quality Criteria. In the event that Xxxxxx elects to review
and test a Secure Product under this Section, Xxxxxx shall provide Active, in
writing, a grant of approval or disapproval within twenty (20) days from the
date of receipt of such Secure Product. Such approval shall be based solely
upon the Quality Criteria and shall not be unreasonably withheld. In the event
that Xxxxxx denies its approval of a Secure Product under this Section 2.2.3,
Active must either (i) immediately cease any further distribution of such
Secure Product or (ii) immediately cease any use of the Licensed Trademarks
and cease making any claim that the Secure Product is compatible with
SecureWeb, S-HTTP or SSL until such time as approval can be obtained. If
Xxxxxx requests an additional review and test of a Secure Product which is
unchanged from the version previously approved by Xxxxxx, Xxxxxx shall not
disapprove the Secure Product unless, in Terisa's opinion, the Secure
Product's failure to comply with the Quality Criteria causes a severe
degradation of the security provided by the Secure Product or its ability to
interoperate with other products satisfying the Quality Criteria.
2.2.4. Trademark Use. Active agrees that any use of the Licensed
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Trademarks will comply with all of the requirements for use of Licensed
Trademarks contained in Trademark Usage Guides attached as part of Exhibit D
and as updated from time to time by the trademark owner with written notice to
Active by Xxxxxx.
3. Limitations on Distribution Licenses
3.1 Territory Limitation. Active shall not grant sublicenses for use of the
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Secure Product in any foreign country where Active has not licensed or is not
concurrently licensing (including as part of a Secure Product) its own software
of comparable importance. In distributing and sublicensing the Secure Product in
any foreign country, Active shall use, in addition to the requirements expressly
set forth in the Developer and Distribution Agreements, the same precautions
that Active uses in licensing its own software of comparable importance in such
country, but in no event less than reasonable precautions to protect the
intellectual property rights of Xxxxxx and its licensors.
3.2 Government Rights. Any possession, use, sublicense or distribution of the
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Secure Product by or to the U.S. Department of Defense and all applicable
related agencies or departments shall be subject to restrictions as "commercial
computer software" in accordance with the terms of this Agreement as specified
in 48 C.F.R. 227.7202-3 of the Defense Federal Acquisition Regulations
Supplement (DFARs) as from time to time amended. Any possession, use, sublicense
or distribution of the Toolkit by or to civilian agencies of the United States
government shall be subject to restrictions as "commercial computer software" in
accordance with the terms of this Agreement as specified in 48 C.F.R. 12.212 of
the Federal Acquisition Regulations (FARs) as from time to time amended. Any
such sublicense shall set forth all of such restrictions and any documentation
delivered with the Secure Product shall contain a restricted rights legend
conforming to the requirements of the current applicable DFARS or FAR.
3.3 Distributor's Use of Marks, Active shall promptly notify Xxxxxx if a
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Distributor is licensed to distribute Secure Products under a private label
instead of under Active's own trademark. The written notice shall include (i)
the Active Secure Product being distributed, (ii) the private trademark(s) being
used by Distributor and (iii) the name and address of the Distributor. Failure
to provide such notice and distribution of a Secure Product by a Distributor
without notice shall be deemed a material breach of the Developer and
Distribution Agreements.
4. Distribution Fees
4.1 Distribution Fees In consideration for the rights granted under Section 3
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of this Distribution Agreement, Active agrees to pay the following:
4.1.1. Pre-Paid Royalty. A prepaid royalty as described in Section 8.1 of
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the Developer Agreement for the first Agreement year.
4.1.2. Annual Royalty. Thereafter Active agrees to pay Xxxxxx a
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distribution royalty in the amount described in Section 8.3 of the Developer
Agreement.
4.2 One Computer per Copy. Each copy of a Secure Product may licensed for
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use on only one
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Licensed Computer. If a copy is to be used by more than one Computer, then for
the purposes of calculating licenses and license fees, the number of copies
distributed will be considered to be the number of Computers authorized to use
the copy. In a networked environment, Active may count the number copies as
either the number of authorized users or the number of concurrent users,
whichever matches the method selected by the Active and End User for calculating
fees due to Active for the Secure Application.
4.3 Royalty-free Copies. Copies meeting the requirements specified below may
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be sublicensed without payment of a royalty to Xxxxxx and do not count towards
the total number of sublicenses specified in Section 4.1.1. (Pre-Paid
Royalties).
4.3.1. Demonstration Copies. No royalties are due on the distribution of
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suitably crippled demonstration copies of the Secure Products. Active shall
submit for Terisa's approval, in Terisa's sole discretion, the method and
extent of the crippling of the demonstration versions. No royalties are due on
copies licensed to Distributors solely for demonstration purposes whether or
not such copies are crippled.
4.3.2. Beta Test Copies. No royalties are due on beta copies provided (i)
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the purpose of such licenses is the testing of products prior to general
commercial distribution, (ii) such copies are licensed for a single period of
no more than ninety (90) consecutive days, (iii).no license fee is charged,
(iv) the license is signed and in writing and (v) at the end of the term,
Active makes a reasonable effort to insure that the End User either
discontinues use of the Secure Product or obtains a regular license.
5. Payments
5.1 Payment Address. Payments to Xxxxxx shall be made in United States
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dollars and shall be sent to the Controller of Xxxxxx at the following address
or such other address as specified in writing by Xxxxxx:
Xxxxxx Systems, Inc.
Attn: Controller
0000 Xx Xxxxxx
Xxxx Xxx Xxxxx, XX 00000
5.2 Due Dates. Payment of the Pre-Paid License fee is due in accordance with
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Section 8.2 of the Developer Agreement. Payment of subsequent Annual Royalties
is due on the first day of each Agreement Year and payable within thirty (30)
days.
5.3 Reports. Active agrees to provide Xxxxxx with a written report setting
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forth the number of copies distributed by Active and signed by a responsible
officer of Active. The report shall be provided within sixty (60) days of the
end the Agreement Year for any Agreement Year in which Active distributes at
least one copy of a Secure Product. The report shall include, at a minimum, the
following information with respect to the Agreement Year: the total number of
copies paid for, the total number of copies of each Secure Product licensed or
otherwise distributed by Active during the period and cumulatively and a
subtotal for each country in which Active distributes Secure Products.
5.4 Audits. If this Distribution Agreement includes a Pre-paid License,
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Active shall keep and maintain all appropriate books and records necessary for
the verification of the number of copies of Secure Products distributed and the
license fees due Xxxxxx, including license fees arising out of Active's
Distributors' use or distribution of the Secure Products, for a period of three
(3) years following the year to which such records relate. During the term of
this Agreement, and for a period of one year thereafter, Xxxxxx or its certified
public accountant shall be entitled not more than once annually, to review
Active's books and records for the purpose of verifying the accuracy of the
license fees paid to Xxxxxx. Alternately, Xxxxxx, at its request, may elect to
have Active's independent certified public accountant review Active's annual
audit by said accountant for the sole purpose of verifying the accuracy of the
license fees paid to Xxxxxx and the number of copies distributed. Such review
shall be conducted during Active's normal business hours upon reasonable notice
to Active. If the number of copies distributed is less than the number reported,
Active shall be credited for the difference. Any additional license fees, along
with the, shall be payable within thirty (30) days of such invoice. If such
review verifies an under-reporting error of greater than 5% or any distribution
in excess of the number of licensed copies, the costs of such review shall be
paid for by Active in addition to payment for the copies at the then current
royalty rates and a late payment penalty assessed in accordance with Section 5.6
(Late Fees); otherwise, such costs shall be paid for Xxxxxx. Such payment does
not effect Terisa's right to pursue all remedies due to it for such breaches of
the Agreement. All information provided pursuant to this Section shall be
maintained in confidence by Xxxxxx, except (i) as may be required to enforce the
payment obligations hereunder and (ii) that Xxxxxx may provide the information
on a confidential, need to know basis to its third party licensors, solely for
the purpose of verifying royalty payments due to them by Xxxxxx.
5.5 Taxes. The fees payable hereunder are exclusive of taxes. Active shall
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pay or reimburse Xxxxxx for all taxes, including sales or use taxes, however
designated, imposed as a result of the existence or operation of this Agreement,
except any income and franchise tax imposed on Xxxxxx by any governmental
entity. If Active is required to make
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any deduction or withholding for any non-refundable tax, duty or other charge
imposed by a governmental entity, such payments shall be increased to an amount
which, after such deduction or withholding, will result in payment to the Xxxxxx
of the full amount Xxxxxx would have received had no such deduction or
withholding been made.
5.6 Late Fees. A late payment penalty of one and one-half (1 1/2%) or the
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maximum allowed by law, whichever is less, of any license fees not paid when due
shall be assessed for each thirty (30) day period or portion thereof during
which such payment is delayed.
6. Indemnification
6.1 Xxxxxx Obligation to Defend. Subject to the limitations set forth below,
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Xxxxxx, at its own expense, shall: (i) defend or at its option settle, any
claim, suit or proceeding against the Active on the basis of infringement of any
United States patent, copyright or trade secret by the unmodified Toolkit as
delivered by Xxxxxx or any claim that Xxxxxx has no right to license the Toolkit
hereunder; and (ii) pay any final judgment entered or settlement against the
Active of such issue in any such suit or proceeding defended by Xxxxxx. Xxxxxx
shall have no obligation to the Active pursuant to this Section unless: (a) the
Active gives Xxxxxx prompt written notice of the claim; (b) Xxxxxx is given the
right to control and direct the investigation, preparation, defense and
settlement of the claim; and (c) Active provides Xxxxxx with reasonable
assistance in the defense or settlement thereof. Notwithstanding the foregoing,
Xxxxxx assumes no liability for infringement claims arising from (i) combination
of the Toolkit or any part thereof with other hardware or software not provided
by Xxxxxx where such infringement would not have arisen from the use of such
Toolkit or portion thereof standing alone, and (ii) modification of the Toolkit
or portion thereof by anyone other than Xxxxxx where such infringement would not
have occurred but for such modifications.
6.2 Remedies. If Xxxxxx receives notice of an alleged infringement, Xxxxxx
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shall have the right, at its sole option, to obtain the right to continued use
of Toolkit or to replace or modify the Toolkit so that it is no longer
infringing. If neither of the foregoing options is reasonably available to
Xxxxxx, then Xxxxxx may terminate the Developer and Distribution Agreements and
return license fees paid hereunder less a sum to account for actual use as
amortized over a forty-eight (48) month life.
6.3 Disclaimers. THE RIGHTS AND REMEDIES SET FORTH IN THIS SECTION CONSTITUTE
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THE ENTIRE OBLIGATION OF XXXXXX AND THE EXCLUSIVE REMEDIES OF THE ACTIVE
CONCERNING TERISA'S PROPRIETARY RIGHTS INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
RIGHTS BY THE TOOLKIT OR DOCUMENTATION LICENSED HEREUNDER.
7. Indemnification of Xxxxxx.
LICENSEE EXPRESSLY INDEMNIFIES AND HOLDS HARMLESS XXXXXX, ITS SUBSIDIARIES,
AGENTS AND AFFILIATES FROM' (I) ANY AND ALL LIABILITY OF ANY KIND OR NATURE
WHATSOEVER TO LICENSEE'S RECIPIENTS AND THIRD PARTIES WHICH MAY ARISE FROM ACTS
OF LICENSEE OR FROM THE LICENSE OF SECURE PRODUCT(S) BY LICENSEE OR ANY
DOCUMENTATION, SERVICES OR ANY OTHER ITEM FURNISHED BY LICENSEE TO ITS
RECIPIENTS; AND (II) ANY LIABILITY ARISING IN CONNECTION WITH AN UNAUTHORIZED
REPRESENTATION OR ANY MISREPRESENTATION OF FACT MADE BY LICENSEE OR ITS AGENTS,
EMPLOYEES OR DISTRIBUTORS TO ANY PARTY WITH RESPECT TO THE TOOLKIT OR SECURE
PRODUCTS.
8. Trade Names and Publicity.
8.1 Toolkit Representations. Active is authorized to represent to third
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parties only such facts about the Toolkit as Xxxxxx states in its published
product descriptions, advertising and promotional materials or as may be stated
in other non confidential written material furnished by Xxxxxx.
8.2 Joint Marketing In order to promote sales of the Secure Products, Active
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and Xxxxxx agree to undertake the following marketing efforts and each
authorizes the other to use their name and trademarks for that purpose.
8.2.1. Xxxxxx and Active may issue joint press releases at agreement and
product release times.
8.2.2. In addition, Active agrees to include and use reasonable efforts to
have its Distributors include (i) information about SecureWeb security
benefits in their Secure Product marketing collateral,(ii) a URL pointing to
Xxxxxx Systems in any of Active's Secure Product marketing materials available
electronically or distributed with their product.
8.2.3. Xxxxxx may refer in its marketing activities to Active's license of
the Toolkit and that the Secure Products incorporate the SecureWeb technology.
8.2.4. Active shall provide to Xxxxxx, solely for Terisa's internal use
and for display
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purposes, one (1) working copy of each Secure Product.
9. Termination
9.1 Term This Distribution Agreement shall become effective on the Effective
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Date and shall continue in force thereafter unless terminated in accordance with
Section 6.2 (Remedies) or as set forth herein:
9.1.1. Automatically on distribution of the total number of pre-paid
copies obtained under the Distribution Agreement if the license is a Pre-Paid
License.
9.1.2. Automatically on termination of the Developer Agreement.
9.1.3. By Active upon thirty (30) days' prior written notice to Xxxxxx.
9.1.4. By Xxxxxx, immediately upon written notice, (i) if Active is in
default of its payment obligations hereunder and such default continues for
thirty (30) days following receipt of written notice from Xxxxxx or (ii) if
Active is in default of an other material obligation hereunder or and such
default continues for sixty (60) days following receipt of written notice.
9.2 Effect of Termination. On termination, the license hereunder shall
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immediately terminate (except as provided in Section 9.3) and Active shall
return or destroy, as Xxxxxx may request, all copies of the Toolkit, or any
portion thereof, including portions incorporated into Secure Products, in the
possession of Active (except as provided in Section 9.3) and an officer of
Active shall certify to Xxxxxx that Active has discontinued use and has returned
or destroyed all such copies of the Toolkit.
9.3 Survival of Use Rights. However, on termination in accordance with
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Section 9.1 but not with respect to termination under Section 6.2 of the
Distribution Agreement:
9.3.1. If terminated under Section 9.1.1 or 9.1.3, Active may continue to
use all object code copies of the Toolkit and Secure Products on the Licensed
Computers for which a license fee has been paid, solely for the purpose of
supporting Secure Products previously licensed to End Users.
9.3.2. If terminated under Sections 9.1.2 or 9.1.4, Active may continue to
use a single copy each in object code form of the Toolkit and Secure Products
solely for the purpose of supporting Secure Products previously licensed to
End Users.
9.3.3. Active's End Users may continue to use previously licensed Secure
Products for which a license fee has been paid pursuant to the terms of their
End User Agreement.
9.4 Survival. The following provisions shall survive the termination of the
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Agreement: Section 5 (Payments), Section 6 (Indemnification) and Section 7
(Indemnification of Xxxxxx) and Section 9.4 (Survival) and Active's obligation
to pay any fees accrued or accruable under Section 4 (Distribution Fees).
10. Amendment of Termination Rights Under the Developer Agreement
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10.1 Xxxxxx and Active agree to amend the Developer Agreement as follows:
10.1.1 Section 11.1 (Termination). The following is added after the last
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sentence of Section 11.1:
"This Agreement terminates immediately upon termination of the
Distribution Agreement."
10.1.2 Section 11.2 (Effect of Termination) The following is added to the
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beginning of Section 11.2:
"Except as otherwise provided under Sections 9.2 and 9.3 of the
Distribution Agreement,"
10.2 Effect of Amendment Except as expressly amended above, the Developer
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Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties by their duly authorized representatives have
executed this Agreement as of the date set forth above.
XXXXXX SYSTEMS INC.
By: /s/ Xxxxxx Systems Inc.
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Name:
---------------------------------
Title:
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ACTIVE SYSTEMS, INC.:
By: /s/ R. Xxxxx Xxxxx
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Name: R. Xxxxx Xxxxx
---------------------------------
Title: Chairman
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Exhibit A
Minimum Sublicense Terms
1. Mandatory Sublicense Terms for All Sublicenses
All sublicenses of Secure Products shall include substantially the following
restrictions:
1.1. The sublicensee shall agree not to remove or destroy any proprietary,
trademark or copyright markings, or confidentiality legends placed upon or
contained within the Toolkit or any related materials or documentation. The
sublicensee shall include all such notices and legends in all copies of the
Secure Product made in accordance with the terms of its sublicense.
1.2. The sublicensee shall agree that, except for the limited licenses
granted under the sublicense agreement, Xxxxxx and its licensors shall retain
sole and exclusive ownership of all rights, title and interest in and to the
Toolkit and in any and all related patents, trademarks, copyrights or
proprietary or trade secret rights.
1.3. The sublicensee shall agree not to modify, reverse engineer, decompile
or disassemble the Secure Product or any part thereof.
1.4. Any possession, use or sublicense of the Secure Product by or to the
United States government shall be subject to restrictions as set forth in
subparagraph (c)(1)(ii) of Defense Federal Acquisition Regulations Supplement
(DFARS) Section 252.227-7013 for Department of Defense contracts and as set
forth in Federal Acquisition Regulations (FAR) Section 52.227-19 for civilian
agency contracts or any successor regulations.
1.5. All sublicense agreements shall be expressly made subject to any federal
laws, regulations, orders or other restrictions on the export from the United
States of America of the Secure Product or information about the Secure Product
which may be in effect from time to time. The sublicensee shall agree not export
or reexport, directly or indirectly any Secure Product or information pertaining
thereto without first obtaining any necessary export license or other
governmental approval.
2. Additional Mandatory Sublicense Terms for End User Sublicenses
In addition to the mandatory terms for all sublicenses, all sublicense
agreements of Secure Products to End Users shall include substantially the
following restrictions:
2.1 Sublicenses to End Users may grant the right to use, display and copy the
Secure Product solely for personal or internal business use, including
communication with third parties.
2.2 The End User may not copy the Secure Product except to make the number of
copies it is licensed to use and for backup purposes.
2.3 Active shall have the right to terminate the license for the End User's
breach of a material term. The End User will agree that, upon termination, the
End User will return to Active all copies of the Secure Product and
documentation or certify to Active that it has destroyed all such copies.
2.4 The End User shall have no right to sublicense, assign or otherwise
transfer the Secure Product except for the right to transfer its entire interest
in a Secure Product in connection with the sale of all or substantially all of
its business or relevant business unit.
2.5 Active shall prohibit its End Users from using the RSA Software for
issuing electronic certificates to identify users and verify data integrity
unless such right is granted to the End User pursuant to an agreement with
VeriSign, Inc., a Delaware corporation, or its successors in interest.
3. Additional Mandatory Sublicense Terms for Distributor Sublicenses
In addition to the mandatory terms for all sublicenses, all sublicense
agreements of Secure Products to Distributors shall include substantially the
following restrictions:
3.1. Sublicenses to Distributors may grant the right to copy and distribute
Secure Products but shall not include any right to modify the Secure Product.
Distributors may license the right to use the Secure Application on terms
substantially similar to the terms of an End User Agreement. Distributors may
distribute Secure Products in conjunction with other products but may not
incorporate the Secure Product into another product.
3.2 Distributor agrees to use and/or not remove the SecureWeb(TM) trademark
or a statement that the product incorporates SecureWeb technology from Xxxxxx
Systems in the user interfaces (for example, within the splash screens and
"about" screen), user documentation, printed product collateral, product
packaging and advertisements for the Secure Products. Use of the SecureWeb xxxx
is subject to the Xxxxxx Trademark Guidelines.
3.3 To the extent that the Distributor develops its own marketing materials,
Active has also agreed to use reasonable efforts to obtain the Distributor's
commitment to include (i) information about Secure Web' s security benefits in
their Secure
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Product marketing collateral, (ii) a URL pointing to Xxxxxx Systems in any of
Distributor's Secure Product marketing materials available electronically or
distributed with their product, and (iii) the SecureWeb trademark or a statement
that the product incorporates SecureWeb technology in their printed Secure
Product collateral, product packaging and advertisements.
3.4 Active shall have the right to terminate the license for Distributor's
breach of a material terms. Distributor will agree that, upon termination, the
Distributor will return to Active all copies of the Secure Product and
documentation or certify to Active that it has destroyed all such copies.
Exhibit B
Licensed Trademark
The following trademark is licensed for use with all Secure Products subject
to the requirements of the Xxxxxx Trademark Usage Guide:
SecureWeb(TM)
The RSA Active Seal is licensed for use with Secure Products incorporating the
RSA encryption algorithms subject to the RSA Logo Guidelines.
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Exhibit C
Trademark Usage Guides
1. Xxxxxx Trademark Usage Guide
Use of the Xxxx
The SecureWeb trademark is to be used by Xxxxxx Systems' licensees to
indicate that licensed products incorporate the Xxxxxx Systems' security
toolkit. The trademark nay only be used on products that satisfy the
Quality Criteria (see below). The preferred wording of such statement is:
"[Licensee's product name] uses SecureWeb(TM) transaction security
technology from Xxxxxx Systems, Inc."
Other phrases require prior approval from Xxxxxx Systems.
Design of the Xxxx
The xxxx itself consists of the word "SecureWeb" written as one word with a
capital "S" and a capital "W"
The xxxx should be black, in bold, italic, Times New Roman font. The font
size should be a step up from surrounding text, i.e. 14 point in a field of
12 point text.
The (TM)symbol should be used unless the xxxx is used in literature and
accompanied by the disclaimer, "SecureWeb is trademark of Xxxxxx Systems,
Inc." as a footnote or on the publication's credit page.
Quality Criteria
Products bearing the SecureWeb trademark must satisfy the following quality
criteria or such other criteria as spelled in your license agreement with
Xxxxxx Systems:
1. The Secure Product properly implements the Secure HTTP protocol
as specified in the Toolkit product specifications.
2. The Secure Product operates compatibly with either the Secure
HTTP Reference Implementation or such other verification software as
Xxxxxx Systems may make available.
2. RSA Logo, Seals and Trademark Guidelines
RSA encourages its licensees to use RSA seals, logos and trademarks on
licensee product data sheets, packaging and advertising... but it is important
to use them properly.
When using RSA trademark in ads, product packaging, documentation or
collateral materials, be sure to use the correct trademark designator: (R) for
registered trademarks, and (TM) for claimed or pending trademarks. RSA
trademarks and their correct designator are depicted below. To ensure proper
usage, please allow RSA Marketing to review any materials using or mentioning
RSA trademarks prior to general release - we promise to give you a quick
turnaround!
Using these licensee seals ( and the nearly identical seals that identify
other RSA algorithm implementations like RC2 and RC4 ) does not require
written permission; in fact, we encourage you to use them on your product
packaging and collateral!
[LOGOS OF RSA APPEARS HERE]
However, please obtain written permission before using these corporate logos.
[LOGOS OF RSA APPEARS HERE]
RSA Digital Signature(TM), RSA Digital Envelope(TM)
RC2(TM) Symmetric Block Cipher, RC4(TM) Symmetric Stream Cipher
BSAFE(TM), TIPEM(TM)
Certificate Issuing System(TM), Co-Issuer Tool(TM)
MailSafe(TM), RSA Secure(TM)
RSA Sign(R), RSA Check(R)
Because some things are better left unread.(R)
The keys to privacy and authentication(R).
RSA Public Key Cryptosystem(TM)
MD(TM), MD2(TM), MD4(TM), MD5(TM)
