Exhibit 10.2
MICROSOFT MASTER SOURCE CODE AGREEMENT
This Master Source Code Agreement is an agreement between Microsoft Corporation
("Microsoft") and Citrix Systems, Inc. ("You"). It becomes effective on May 15,
2002 ("Master Source Code Agreement Effective Date").
INTRODUCTION
THIS MASTER SOURCE CODE AGREEMENT DESCRIBES A FRAMEWORK FOR LICENSING SOURCE
CODE FROM MICROSOFT, INCLUDING INFORMATION YOU OBTAIN FROM OR ABOUT THE SOURCE
CODE. THESE THINGS ARE COLLECTIVELY CALLED "SOURCE CODE." THIS MASTER SOURCE
CODE AGREEMENT DESCRIBES TERMS THAT ALWAYS APPLY. IT ALSO COMES WITH A LICENSE
FORM WHICH DESCRIBES WHAT SOURCE CODE YOU GET, WHAT YOU CAN DO WITH IT AND HOW
LONG YOU CAN USE IT. THE MASTER SOURCE CODE AGREEMENT AND ANY LICENSE FORMS
TOGETHER BECOME THE MASTER AGREEMENT ("MASTER AGREEMENT"). YOU DO NOT HAVE A
LICENSE TO ANY SOURCE CODE UNTIL YOU AND MICROSOFT SIGN BOTH THIS MASTER SOURCE
CODE AGREEMENT AND A LICENSE FORM. OVER TIME, YOU AND MICROSOFT MAY SIGN
ADDITIONAL LICENSE FORMS FOR ADDITIONAL SOURCE CODE OR ADDITIONAL RIGHTS TO USE
SOURCE CODE.
1. PROTECTING CONFIDENTIAL INFORMATION
1.1 The Source Code is confidential information and a trade secret of
Microsoft. When You get Source Code, You agree to:
o never disclose it to anyone else (unless a court or the government
orders You to)
o keep it secret as You would Your most sensitive confidential
information
o provide access to Your employees only on a need to know basis
o use it only as described in the Master Agreement
o have agreements in place with Your employees that protect its
secrecy
1.2 If a court or the government orders You to disclose Source Code, You must
give Microsoft prompt notice of the order so that Microsoft can seek an
appropriate protective order (or equivalent).
1.3 Microsoft does not consider all information about the Source Code to be
confidential or a trade secret. If You legally received information from
someone other than Microsoft, and that person was entitled to share the
information with You and did not obligate You to keep it secret, You do not
need to keep that information secret. The same holds true for information
Microsoft disclosed to You or someone else without obligation to keep it
secret or information that You develop independently.
2. LICENSE GRANTS. This Section describes license grants You may obtain for
Source Code. The License Form, once signed by You and Microsoft, specifies which
license grant applies to Source Code specified in the License Form.
2.1 Reference Grant. A "Reference Grant" permits You to use Source Code as a
reference, in "read only" form, for the purpose specified in the License
Form. You may use the Source Code in printed or digital form or view it
within a debugger.
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2.2 Debugging Grant. A "Debugging Grant" includes all of the rights of a
Reference Grant and also permits You to make temporary modifications to the
Source Code to assist in debugging Your products for the purpose specified
in the License Form. If You need to modify, assemble, compile or link the
Source Code and execute the resulting derivative binary code on a temporary
basis to debug Your products, You may do so for that limited purpose.
2.3 Derivatives Grant. A "Derivatives Grant" includes all of the rights of
Reference and Debugging Grants and also permits You to create derivative
works of the Source Code for the purpose specified in the License Form.
2.4 Condition to License Grants. As a condition of each license grant, You will
not take any action that would (a) create, or purport to create,
obligations for Microsoft with respect to the Source Code or derivative
work thereof; or (b) grant, or purport to grant, to any third party any
rights or immunities under Microsoft's intellectual property or proprietary
rights in the Source Code or derivative work thereof. For example, You
shall not incorporate into or combine with the Source Code, or use in the
development of a derivative work of the Source Code, any software subject
to the General Public License ("GPL") or Lesser General Public License
("LGPL").
2.5 Assignment of Rights. Assignment of rights for any derivative works to the
Source Code that You make will be addressed in each applicable License
Form. Any such assignment shall survive termination of this Agreement.
2.6 No Other Licenses. You acknowledge that use of unpublished interfaces
within the Source Code is unsupported and may create additional support
burdens for You and Microsoft and may adversely affect the user experience
with Microsoft's products and products created for a Microsoft platform.
Accordingly, You have no right to use the Source Code under the Master
Agreement for the purpose of discovering and/or using interfaces (e.g.
functions, protocols, on-disk or in-memory storage structures) other than
those published by Microsoft and made publicly available (e.g., via
Software Development Kits, Driver Development Kits, Microsoft Developer
Network). All rights not expressly granted are reserved by Microsoft.
2.7 Comments and Suggestions. Microsoft welcomes Your comments and suggestions
on the Source Code. If You give Microsoft comments and suggestions
regarding bug fixes, enhancements or other modifications to the Source
Code, Microsoft may, in connection with Microsoft products and services
use, disclose or otherwise commercialize in any manner, Your comments and
suggestions in any way it wants, entirely without any obligation or
restriction based on intellectual property rights or otherwise.
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3. NO WARRANTY. MICROSOFT PROVIDES SOURCE CODE TO YOU WITHOUT ANY EXPRESS,
IMPLIED OR STATUTORY WARRANTY, NOT EVEN THE IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF TITLE OR
NON-INFRINGEMENT.
4. LIMITATION OF LIABILITY. YOU AGREE THAT MICROSOFT WILL NOT BE LIABLE UNDER
THIS MASTER AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR
PUNITIVE DAMAGES.
5. TERM & TERMINATION
5.1 Term. This Master Source Code Agreement is in effect for 3 years from the
Effective Date. The term of a license grant for Source Code is specified in
a License Form. The term of a License Form may be shorter than this Master
Source Code Agreement but can never be longer. In addition, this Master
Source Code Agreement and any License Form may end earlier as described
below.
5.2 Ending. Microsoft may end this Master Source Code Agreement or any License
Form in its sole discretion. If Microsoft ends this Master Source Code
Agreement, all License Forms end too. If Microsoft only ends a particular
License Form, this Master Source Code Agreement and other License Forms, if
any, are not affected. If Microsoft terminates a License Form without
cause, Microsoft will refund a pro rata portion of the license fee paid by
You for that license, if any, after You have complied with the terms of the
Master Agreement. The refund will be based on the number of days left in
the term of the license from the date of termination.
5.3 Surviving Terms. Even if this Master Agreement ends, the following terms
remain in effect: Sections 1, 2.5, 2.6, 2.7, 4, 5, 7 and 8. In addition, in
the event You grant Microsoft any licenses under any License Form, such
licenses shall survive even if this Master Agreement ends.
5.4 Returning Items. When Your license to any Source Code ends, You must
immediately return to Microsoft or destroy all copies of that Source Code.
If we ask, You agree that an executive of Your company will provide
Microsoft with a letter stating that all copies of the Source Code have
been returned or destroyed.
6. NOTICES
6.1 If You or Microsoft need to send a notice under the Master Agreement, the
notice will be considered given when delivered to a commercial courier
service or deposited in the United States of America mails, postage
prepaid, certified or registered, return receipt requested. All notices
must be addressed as follows:
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To You: To Microsoft:
Citrix Systems, Inc. Microsoft Corporation
0000 XX 0xx Xxx Xxx Xxxxxxxxx Xxx
Xx. Xxxxxxxxxx, XX 00000 XXX Xxxxxxx, XX 00000-0000 XXX
Attention: President Attention: Platforms Business Management
Phone: 000-000-0000 Phone: x000 (000) 000-0000
Fax: 000-000-0000 Fax: x000 (000) 000-0000
Email: Xxxx.xxxxxxxxx@xxxxxx.xxx Email: xxxxxxx@xxxxxxxxx.xxx
Copy to: Law & Corporate Affairs
Fax: x000 (000) 000-0000
6.2 Either You or Microsoft may change these addresses by giving notice of the
change.
7. GOVERNING LAW/VENUE/ATTORNEY FEES. The Master Agreement shall be governed by
the laws of the State of Washington, excluding its conflicts of laws, of the
United States of America. You agree that all claims You bring relating to the
Master Agreement shall be brought exclusively in the federal courts in King
County, Washington, unless no federal subject matter jurisdiction exists, in
which case You consent to exclusive jurisdiction and venue in the Superior Court
of King County, Washington. You agree that the United Nations Convention on
Contracts for the International Sales of Goods will not apply. If either You or
Microsoft use attorneys to enforce rights relating to the Master Agreement, the
prevailing party shall be entitled to recover its reasonable attorney fees,
costs and other expenses.
8. SUBSIDIARY USE OF SOURCE CODE.
8.1 The subsidiaries listed in each applicable License Form ("Listed
Subsidiaries") shall have the same rights and obligations as You have
under the Master Agreement with respect to the subject matter of such
License Form, provided that each Listed Subsidiary signs the License Form
and agrees to abide by the same terms You do under this Master Source Code
Agreement.
8.2 You, and each of Your Listed Subsidiaries, shall be fully liable for the
full compliance of each Listed Subsidiary with all obligations under the
Master Agreement as they apply to such License Form.
9. OUTCOME IF SOME SECTIONS ARE INVALID. If a part of the Master Agreement,
other than Sections 1, 2.4, 2.7, 3, 4, 10 or 11, is held by a competent court to
be unenforceable, the rest shall remain in effect. If Sections 1, 2.4, 2.7, 3,
4, 10 or 11 are held by a competent court to be unenforceable, the Master
Agreement ends immediately.
10. YOU CANNOT ASSIGN THE MASTER AGREEMENT. If You attempt to assign the Master
Agreement for any reason, the Master Agreement ends immediately. As used in the
Master Agreement, the term "assign" includes: (a) any change of ownership of
beneficial interest in Your company where greater than a twenty percent (20%)
interest is transferred (whether in a single or a series of transactions); (b) a
merger of Your company with another party, whether or not Your company is the
surviving entity; (c) the acquisition of more than twenty percent (20%) of any
class of Your company's voting stock (or any class of non-voting security
convertible into voting stock) by another party (whether in a single
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transaction or a series of transactions); or (d) the sale of more than fifty
percent (50%) of Your company's assets (whether in a single transaction or
series of transactions).
11. GOVERNMENT APPROVALS AND RESTRICTED RIGHTS.
11.1 You must, at Your expense, obtain and maintain any government approvals,
consents, licenses, authorizations, declarations, filings, and
registrations as may be necessary or advisable for Your performance under
the Master Agreement. You must also pay (and indemnify Microsoft if it
gets charged) for any sales taxes, use taxes and any other taxes imposed
by any jurisdiction as a result of the entry into this Master Agreement,
the performance of any of its provisions, or the transfer of any property
or rights under it.
11.2 Any software provided to the U.S. Government pursuant to solicitations
issued on or after December 1, 1995 is provided with the rights and
restrictions described elsewhere herein. Any software provided to the U.S.
Government pursuant to solicitations issued prior to December 1, 1995 is
provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14
(JUNE 1987) or XXXX, 00 XXX 252.227-7013 (OCT 1988), as applicable. You
are responsible for ensuring that any Source Code You get under this
Master Agreement is marked with the "Restricted Rights Notice" or
"Restricted Rights Legend," as required.
12. EXPORT RESTRICTIONS. The Source Code is of United States-origin. You must
comply with all applicable international and national laws that apply to it,
including the United States Export Administration Regulations, as well as
end-user, end-use and country destination restrictions issued by United States
and other governments. For information on exporting Microsoft products, see
xxxx://xxx.xxxxxxxxx.xxx/xxxxxxxxx/.
13. ENTIRE AGREEMENT. The Master Agreement, including any executed License Form,
is the only agreement between You and Microsoft covering the subject matter of
this Master Agreement. It supersedes all other contemporaneous agreements and
communications on the subject. However, if there is a conflict between this
Master Source Code Agreement and a License Form, the terms of the License Form
shall prevail with regard to the subject matter in the applicable License Form.
The Master Agreement shall not be modified unless You and Microsoft sign an
amendment after the Effective Date. Neither You nor Microsoft waives the right
to claim breach of contract unless the waiver is in a signed, written document.
A waiver only applies to things described in that document; it does not apply to
other breaches of contract.
We agree to everything in the Master Agreement.
MICROSOFT CORPORATION Citrix Systems, Inc.
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Company
/s/ Xxxx Xxxxxxxx /s/ Xxxx X. Xxxxxxxxx
------------------------------------------------- -----------------------------------------------
By By
Xxxx Xxxxxxxx Xxxx X. Xxxxxxxxx
------------------------------------------------- -----------------------------------------------
Name (print) Name (print)
Program Manager President & CEO
------------------------------------------------- -----------------------------------------------
Title Title
5-15-02 5-15-02
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Date Date
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