Exhibit 10.10
AMENDMENT NO. 1 TO SOFTWARE LICENSE AGREEMENT
BETWEEN 3COM CORPORATION AND PRIMUS COMMUNICATIONS CORPORATION
DATE OF AGREEMENT: June 30, 1997
This Amendment 1 ("Amendment") is made this 25th day of June, 1997 to the
Software License Agreement between Primus and 3Com Corporation dated June 25,
1997 ("Agreement"). Terms not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
WHEREAS, the parties do not wish to negotiate a new contract at this time but do
wish to continue their business relationship based on the terms and conditions
of their original Agreement.
NOW THEREFORE, the parties agree to be bound by the terms of their original
Agreement which is hereby amended as follows:
1) Section 2 of the Agreement is hereby amended to include a new paragraph 2.9
entitled Escrow Agreement which shall read as follows:
Escrow Agreement
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Primus Agrees that it will, at all times, maintain the source code for Solution
Publisher and Solution Builder in escrow. Licensee shall be named as a FlexSAFE
beneficiary in accordance with Article 2 of the FLEXSAFE Escrow Agreement that
Primus has entered into with Data Securities International, a copy of which is
attached hereto as Exhibit B and is hereby incorporated in this Agreement.
Primus agrees that it has deposited all source code to the SolutionPublisher and
SolutionBuilder software products into the escrow account and that it will
deposit all updates to such software products into the account.
2) Section 5.11 is hereby amended to add Exhibit B entitled FLEXSAFE ESCROW
AGREEMENT
3) Exhibit A is hereby amended to replace SolutionPublisher usage language with
the following:
SolutionPublisher
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Primus hereby grants Licensee the option, for the duration of the Option Period,
to:
(1) increase the number of Authorized SP Users from [*] to [*], for a fee of [*]
US Dollars (US $[*]); and/or
(2) increase the number of Authorized SP Users from [*] to an unlimited number
for a purchase price of [*] US Dollars (US$[*]). If Licensee has previously
exercised the option in section 1 above and increased the number of Authorized
SP Users to [*], then Primus shall provide Licensee with a US$[*] credit
towards the US$[*].
Licensee may exercise its rights under this option at any time and from time to
time during the Option Period, by following the procedure described in Section
3.1.3 of this Agreement. Licensee shall pay Primus all additional license fees
due with respect to additional Authorized SP Users within thirty (30) days of
receipt of Primus' invoice.
3Com Corporation: Primus Communications Corporation:
Signature /s/ Xxxxxx X. Xxxxxx Signature /s/ Xxxxx Xxxxxx
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Printed SVP - CIO Printed Xxxxx Xxxxxx
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Title SVP - CIO Title President
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Date 6/25/97 Date June 25, 1997
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[*] = omitted, confidential material, which material has been separately filed
with the Securities and Exchange Commission pursuant to a request for
confidential treatment.
