Exhibit 10.12
AGILENT HFSS TECHNOLOGY LICENSE AND TRANSITION AGREEMENT
This Agreement is effective as of the 1st day of May, 2001 ("Effective Date"),
and is by and between Agilent Technologies, Inc., a Delaware corporation having
a place of business at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx Xxxx, XX, 00000,
("Agilent") and Ansoft Corporation, a Delaware corporation having a place of
business at Four Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX,
00000, ("Ansoft").
Whereas Ansoft desires to enhance its market position in the High Frequency
Structure Simulator ("HFSS") software business;
Whereas Agilent is willing to license its HFSS software to Ansoft, to transfer
customer obligations for products containing Agilent HFSS software to Ansoft and
to assign to Ansoft all rights it may own in the xxx.xxxx.xxx domain name (the
"Domain Name"); and
Whereas Ansoft desires to license HFSS technology from Agilent and is willing to
accept the transfer from Agilent;
Now, therefore, and in consideration of the mutual promises herein, the parties
agree as follows:
1 TRANSITION OF CUSTOMER OBLIGATIONS
Ansoft shall assume all customer obligations described in the HFSS Customer
Transition Plan (attached hereto as Exhibit A), according to the schedules set
forth therein.
2 LICENSES AND RESTRICTIONS
2.1 "Agilent HFSS Software Products" means the high frequency
structure simulator software programs designed and developed by
Agilent. This term is meant to include unique source, object,
and executable code owned by Agilent as well as Agilent original
works of authorship. Such software and works of authorship are
limited to those items set forth in Exhibit B, attached hereto
(entitled "Elements comprising the HFSS Software and the HFSS
Documentation"). This term does NOT include any software
provided by third parties, including for example, third party
software imbedded in the Agilent HFSS products. Such third party
software includes but is not limited to the list of applications
set forth in Exhibit C, attached hereto (entitled "Suppliers of
third-party software imbedded in or used to create the HFSS
Software").
2.2 "Ansoft HFSS Software" means the high frequency structure
simulator software programs licensed and distributed by Ansoft
including the current version as well as all past and future
versions and their derivatives. It also includes executable code
owned by Ansoft as well as any code provided by third parties
(including code obtained from Agilent HFSS software), that is or
later becomes embedded in the Ansoft HFSS products.
2.3 "Ansoft HFSS Documentation" means user documentation associated
with the Ansoft HFSS Software including, but not limited to user
manuals, support documentation, and application notes.
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 1 of 19
2.4 Agilent grants to Ansoft a paid-up worldwide, non-transferable,
non-exclusive (except as set forth below), perpetual license to
use, make, have made, reproduce, and modify any and all of its
intellectual property contained in the Agilent HFSS Software
Products, including that embodied in the source, executable, or
object code (collectively " Agilent HFSS Software") and in all
Agilent documentation directly pertaining to the Agilent HFSS
Software, including user guides and support documentation
(collectively "Agilent HFSS Documentation"). The elements
comprising the Agilent HFSS Software and the Agilent HFSS
Documentation are set out in Exhibit B.
2.5 Provided Agilent purchases annual licenses including support,
Ansoft grants to Agilent paid-up worldwide, non-transferable,
non-exclusive, annual licenses to use, internal to Agilent and
to any of its affiliates or subsidiaries, current versions of
the Ansoft HFSS Software and Ansoft HFSS Documentation. Agilent
shall be entitled to a maximum of 60 licenses (as such licenses
are described in Exhibit D attached hereto, entitled "Ansoft
Licenses"), and Agilent must purchase appropriate annual
licenses including support (at a price equal to fifteen percent
(15%) of Ansoft's then-current published list price for such
licenses) for each license it requests.
2.6 For a period of three (3) years from the Effective Date, Agilent
may elect to convert the annual licenses to perpetual licenses
at a price equal to three (3) times the annual license fee less
any annual license fees previously paid to Ansoft. Upon
conversion, the perpetual licenses shall include, at no
additional charge, maintenance and support for the period ending
three years from the Effective Date. Subsequent annual support
contracts shall be consistent with Ansoft's then-current
published list price for such support contracts.
2.7 All suppliers of third-party software imbedded in or used to
create the Agilent HFSS Software are set forth in Exhibit C.
AGILENT IS NOT ASSIGNING TO ANSOFT ANY OF ITS LICENSES WITH ANY
OF SAID SUPPLIERS, AND AGILENT MAKES NO REPRESENTATION AS TO
WHICH OF THESE, IF ANY, ANSOFT REQUIRE A LICENSE FROM IN ORDER
TO PERFORM ITS OBLIGATIONS HEREUNDER. It is solely Ansoft's duty
and responsibility, to determine what licenses, if any, it may
require, and to obtain and pay for said licenses.
2.8 For a period starting June 15, 2001, and ending three (3) years
from the Effective Date, neither Agilent nor any of its
affiliates or subsidiaries shall market, sell or license the
Agilent HFSS Software or the Agilent HFSS Documentation, or any
other standalone finite element simulation software, to any
existing, or potential end users of such software, except upon
the prior written consent of Ansoft. During this same period,
Agilent may incorporate, in whole or in part, Agilent owned
technology from the Agilent HFSS Software, and the associated
finite element simulation capability, into other Agilent
software products without restriction, provided it is not
offered separately as a general purpose three-dimensional
electromagnetic simulation tool.
2.9 For the period starting from the Effective Date, and ending
three (3) years from the Effective Date, neither Agilent, nor
any of its affiliates or subsidiaries shall market, sell or
license the Agilent owned source code or other finite element
simulation technology, contained in the Agilent HFSS Software,
or the Agilent HFSS Documentation, to the third parties named in
Exhibit E attached hereto (entitled
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 2 of 19
"Third -Party Technology Restriction List"), except upon the
prior written consent of Ansoft.
2.10 The restrictions of sections 2.8 and 2.9 shall be removed upon
Agilent's return of, or refusal of, the $1,850,000 payment from
Ansoft, at any time subsequent to 18 months after the Effective
Date.
2.11 The restrictions of sections 2.8 and 2.9 shall also be removed
should Ansoft, and legal successors fail to continue to offer a
standalone, finite element simulation tool. Such restrictions
shall also be removed if Ansoft and its legal successors fail to
provide the necessary licenses and information to allow Agilent
to effectively link it's other electronic design automation
tools to such finite element simulation tool.
2.12 Sections 2.8 through 2.11 shall not in any way prohibit Agilent
from selling, or negotiating the potential sale of Agilent's
Electronic Design Automation business, in whole, or in part, to
any third party, at any time. In the event that a sale occurs
during the three (3) year period, and such sale includes Agilent
HFSS Software or Agilent HFSS Documentation, the purchaser shall
take subject to all of the terms, rights, and restrictions of
sections 2.8 through 2.11. The terms of this agreement may be
disclosed to prospective third parties, without Ansoft's
permission, to the extent necessary to provide appropriate
disclosures and to assure compliance with this section.
2.13 Ansoft will receive seventy-five (75) percent of the after tax
revenue for any orders for Agilent HFSS Software and Agilent
HFSS Software support contracts received by Agilent during the
period between the Effective Date and June 15, 2001. Agilent
will remit payment to Ansoft, on July 31, 2001.
2.14 For a period starting June 15, 2001, and ending seven (7) years
from the Effective Date, neither Agilent nor any of its
affiliates or subsidiaries shall market the HFSS name in any
form whatsoever, except in referring to Ansoft's HFSS software.
3 Assignment of Domain Names
Concurrently with the execution of this Agreement, Agilent hereby
assigns to Ansoft all of Agilent's right, title and interest in and to
the Domain Name. Agilent will takes such steps as may be necessary,
appropriate or convenient in order to record and effectuate such
assignment, including, without limitation, making such filings with
Network Solutions, Inc. as may be requested by Ansoft.
4 Compensation to Agilent
4.1 On the Effective Date, Ansoft shall pay Agilent $6,000,000.00,
and on October 31, 2002, Ansoft shall pay Agilent an additional
$1,850,000 in full consideration for the promises made and the
licenses granted herein, and for the transfer and assumption of
all relevant customer support.
4.2 Said payments shall be made payable to Agilent Technologies,
Inc. and remitted to Xxxxx Xxxxxx MS 52U-63, Agilent
Technologies, Inc., 0000 Xxxxxxx Xxxxx Xxxx., Xxxxx Xxxxx, XX
00000-0000.
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 3 of 19
5 INDEMNIFICATION
5.1 Agilent shall defend and indemnify Ansoft and hold it harmless
from any and all losses, damages, costs and out-of-pocket
expenses, including reasonable attorneys' fees, incurred by
Ansoft that result from any claim, lawsuit, proceeding, or other
action, whether legal or equitable, by a third party alleging
that the unmodified Agilent HFSS Software Products or the Domain
Name infringes any copyright, trade secret, patent, or other
intellectual property right, anywhere in the world. Counsel
provided by Agilent to represent Ansoft shall be mutually
acceptable to both parties. Ansoft may participate in any such
claim at its own expense.
5.2 Agilent shall have no obligation under Section 5.1:
5.2.1 If Ansoft does not: (i) notify Agilent in writing of any
such claim within 30 days of Ansoft's receipt of such
claim, (ii) allow Agilent to assume sole control of the
defense and any settlement negotiations related to such
claim, or (iii) cooperate with Agilent, at Agilent's
expense, in the defense and settlement of such claim, or
5.2.2 For any HFSS Software or portions or components thereof:
(i) that are not supplied by Agilent, (ii) that are
modified by a party other than Agilent, if the alleged
infringement relates to such modification, (iii) that
are combined with other products, processes or materials
where the alleged infringement relates to such
combination, (iv) that are used in a way prohibited by
Specifications or related application notes, or (v) to
the extent Ansoft continues allegedly infringing
activity after being notified thereof and of
modifications that would have avoided the alleged
infringement without significant loss of performance,
compatibility or functionality, provided that such
modifications are provided by Agilent to Ansoft at no
expense to Ansoft.
5.3 Agilent's obligations under Section 4.1 and 4.2 above describe
Ansoft's sole and exclusive remedy against Agilent for a third
party claim that the Agilent HFSS Software Products, the HFSS
Documentation or the Domain Name infringes or misappropriates a
third party's intellectual property rights.
5.4 Ansoft shall defend and indemnify Agilent and hold it harmless
from any and all losses, damages, costs, and out of pocket
expenses, including reasonable attorneys' fees, incurred by
Agilent that result from any claim, lawsuit, proceeding, or
other action arising on or after the Effective Date, whether
legal or equitable, brought by a third party alleging that the
Ansoft HFSS Software, whether or not modified, infringes any
copyright, trade secret, patent, or other intellectual property
right, anywhere in the world. Counsel provided by Ansoft to
represent Agilent shall be mutually acceptable to both parties.
5.5 Ansoft shall have no obligation under Section 5.4:
5.5.1 If Agilent does not: (i) notify Ansoft in writing of any
such claim within 30 days of Agilent's receipt of such
claim, (ii) allow Ansoft to assume
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 4 of 19
sole control of the defense and any settlement
negotiations related to such claim, or (iii) cooperate
with Ansoft, at Ansoft's expense, in the defense and
settlement of such claim, or
5.5.2 For any Ansoft HFSS Software or portions or components
thereof: (i) that are not supplied to Agilent by or on
behalf of Ansoft, (ii) that are modified by or on behalf
of an entity other than Ansoft, if the alleged
infringement relates to such modification, (iii) that
are combined with other products, processes or materials
where the alleged infringement relates to such
combination, (iv) that are used in a way prohibited by
Specifications or related application notes, or (v) to
the extent Agilent continues allegedly infringing
activity after being notified thereof and of
modifications that would have avoided the alleged
infringement without significant loss of performance,
compatibility or functionality provided that such
modifications are provided by Ansoft to Agilent at no
expense to Agilent..
5.6 Ansoft shall further indemnify and defend Agilent and hold it
harmless from any and all third party claims, actions, damages,
liabilities, costs and expenses, including reasonable attorneys'
fees and expenses, arising out of or relating in any way to
Ansoft's obligations set out in Exhibit "A", including the
performance or non-performance thereof.
5.7 This Section 4 states the entire liability of each party to the
other for claims of intellectual property infringement.
6 CONFIDENTIALITY
6.1 The terms of this Agreement are confidential and each party
shall use the same degree of care to prevent disclosure of the
terms of this Agreement to third parties as it uses to protect
its own confidential information of similar nature. In no event
will this obligation of confidentiality preclude any disclosure
required by law or by a regulatory authority, provided that
prior to making any such disclosure of the terms of this
Agreement a party shall promptly consult in advance with the
other party and shall use all commercially reasonable efforts to
obtain written assurance that confidential treatment will be
accorded to such information. Notwithstanding, either party may
disclose terms of this agreement upon receipt of and under
conditions provided in an authorized letter from the other
party.
6.2 The source code versions of the Agilent HFSS Software and all
other information and documentation so designated that are
produced or disclosed to Ansoft pursuant to this Agreement are
confidential, and Ansoft shall protect them by using the same
degree of care, but no less than a reasonable degree of care, to
prevent any unauthorized use, dissemination, or publication as
Ansoft uses to protect its own confidential information of a
like nature.
6.3 Except for the confidential information specifically referred to
in this Agreement or its Exhibits (including Sections 5.1 and
5.2 above), neither party desires additional confidential
information of the other. However, each party provide the other
such non-confidential information as may, from time to time,
become necessary to implement this Agreement and its purposes.
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 5 of 19
7 LIMITATION OF LIABILITY
7.1 agilent makes no representation or warranty regarding the
accuracy or completeness of the Agilent HFSS Software, Agilent
HFSS Documentation, customer list or any other technology and
information disclosed to Ansoft under this Agreement. ALL
LICENSES FROM AND DISCLOSURES BY AGILENT ARE PROVIDED ON AN "AS
IS" BASIS. Agilent is not obligated to correct, update, upgrade
or revise in any way, any of the Agilent HFSS Software or
Agilent HFSS Documentation.
7.2 AGILENT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AGILENT
FURTHER DISCLAIMS ANY WARRANTY THAT THE HFSS SOFTWARE WILL WORK,
BE FREE FROM PROGRAM ERRORS, OR SUCCEED IN PERFORMING ANY TASK
OR RESOLVING ANY PROBLEM.
7.3 ANSOFT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ANSOFT
FURTHER DISCLAIMS ANY WARRANTY THAT THE ANSOFT HFSS SOFTWARE OR
ANSOFT HFSS DOCUMENTATION WILL WORK, BE FREE FROM PROGRAM
ERRORS, OR SUCCEED IN PERFORMING ANY TASK OR RESOLVING ANY
PROBLEM.
7.4 TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS EXPRESSLY
PROVIDED OTHERWISE UNDER THIS AGREEMENT, NEITHER PARTY WILL BE
LIABLE TO THE OTHER FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES OF
THE OTHER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING
OUT OF ANY PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF
THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF
WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR
ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
7.5 NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE,
EXCEPT FOR BODILY INJURY OR DAMAGES CAUSED BY EITHER PARTY'S
GROSS NEGLIGENCE OR WILFULL MISCONDUCT, , NEITHER PARTY SHALL BE
LIABLE TO THE OTHER, IN THE CASE OF ANSOFT FOR AN AMOUNT IN
EXCESS OF $1,000,000.00 AND IN THE CASE OF AGILENT
$3,000,000.00.
8 COPYRIGHT NOTICES
8.1 Object Code. Ansoft shall assure that all object code
distributed by it or on its behalf will include the following
Copyright Notice, if applicable:
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 6 of 19
8.1.1 This software incorporates code owned by Agilent
Technologies, Inc.
8.1.2 Copyright ((C))Agilent Technologies, Inc 1977-2000.
8.2 The Copyright Notice included with all distributed object code:
8.2.1 Shall be affixed in a prominent location on the media,
in the Documentation on the media packaging, and in a
readable file in the object code; and
8.2.2 Shall appear on at least one display screen for at least
two seconds during execution of the object code.
8.3 Source Code. Ansoft shall assure that all Source Code has the
following legend, if applicable, affixed to it in a prominent
location on the media, and in a readable file in the code:
8.3.1 This software incorporates code owned by Agilent
Technologies, Inc.
8.3.1.1 Copyright ((C))Agilent Technologies, Inc
1977-2000.
9 NON-SOLICITATION
During the term of this Agreement and for a period of six months after the
Effective Date, neither party shall solicit or employ any personnel of the other
without prior written consent from the current employer.
10 DUE DILIGENCE
Information with regard to Agilent's software product sales revenue and the
number of supported Agilent HFSS Software licenses was provided by Agilent to
Ansoft in the thirty (30) day period prior to the Effective Date. If an error of
more than ten (10) percent, in either of these totals, is discovered and
reported in writing, by either party within sixty (60) days of the Effective
Date, Agilent and Ansoft agree to negotiate in good faith, reasonable and
appropriate adjustments to the terms of this agreement. Such adjustments shall
be consistent with the nature and magnitude of the error reported.
11 MISCELLANEOUS
11.1 This Agreement (including any attached exhibits) constitutes the
entire agreement between the parties relating to the subject
matter hereof, and supersedes all prior proposals, agreements,
representations and other communications between the parties
with respect to the same.
11.2 No change in the provisions of this Agreement shall be valid
unless in writing and signed by both parties.
11.3 Neither party shall assign this Agreement to any party at any
time without the written consent of the other party. Any
purported assignment without the consent of the other party
shall be void.
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 7 of 19
11.4 This Agreement is binding upon and shall inure to the benefit of
the legal successors and assigns of the parties.
11.5 The failure or delay of either party in exercising any of its
rights hereunder, including any rights with respect to a breach
or default by the other party, shall in no way operate as a
waiver of such rights or prevent the assertion of such rights
with respect to any later breach or default by the other party.
11.6 If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the
end that the transactions contemplated hereby are fulfilled to
the fullest extent possible.
11.7 Nothing contained in this Agreement shall be deemed to grant,
either directly or by implication, estoppel, or otherwise, any
licenses under patents or other intellectual property rights
other than as specifically provided in this Agreement. In
particular, nothing in this Agreement shall be read to license
the design patents, copyrights, mask works, trademarks, trade
names, trade dress or trade secrets (or other confidential
information) of either party to the other party.
11.8 The headings used in this Agreement are for reference and
convenience only and shall not be used in interpreting the
provisions of this Agreement.
11.9 The parties agree that this Agreement shall be governed by and
construed in accordance with the internal substantive laws of
the Commonwealth of Pennsylvania, without regard to its choice
of law provisions.
11.10 The parties shall jointly plan and coordinate any publicity
regarding the subject matter of this Agreement. Except as
required by law or court order, or as reasonably needed in
connection with a financial transaction, neither party shall
publicize or disclose the terms of this Agreement nor any of the
plans and strategies contained in Exhibit A without the prior
written approval of the other party.
11.11 This Agreement shall not confer any rights or remedies upon any
Person other than the Parties and their respective successors
and permitted assigns.
11.12 No Party shall issue any press release or public announcement
relating to the subject matter of this Agreement prior to the
Closing without the prior written approval of the other Party;
provided, however, that any Party may make any public disclosure
it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded
securities (in which case the disclosing Party will use its
reasonable commercial efforts to advise the other Party prior to
making the disclosure.)
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 8 of 19
11.13 The Parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the Parties and no
presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal,
state, local, or foreign statute or law shall be deemed also to
refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise. 11.14 The Exhibits and
Schedules identified in this Agreement are incorporated herein
by reference and made a part hereof.
11.15 Nothing contained herein shall be construed as creating any
agency, employment relationship, partnership, principal-agent,
joint venture, or other form of joint enterprise between the
parties. Further, nothing contained herein shall confer on
either party the right to act for or bind the other in any
regard.
11.16 Each of the undersigned represents and warrants that she/he has
read and understands this Agreement, that it accurately and
completely represents the intention of the parties, and that
she/he has the actual authority to sign this agreement on behalf
of entity for which she/he purports to act.
11.17 This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together
will constitute one and the same instrument.
11.18 All notices, requests, demands, claims, and other communications
hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly
given if (and then two business days after) it is sent by
registered or certified mail, return receipt requested, postage
prepaid, and addressed to the intended recipient as set forth
below:
To Agilent:
Agilent Technologies, Inc.
Agilent Comms EDA
0000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxx MS: 2US-B
To Ansoft:
Ansoft Corporation
Four Xxxxxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX, 00000
Attn: Xxxx Xxxx
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient, as
established by an oral or written acknowledgement by the recipient, by hand
receipt from the courier, or otherwise. Any Party may change the address to
which notices, requests, demands, claims, and other
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 9 of 19
communications hereunder are to be delivered by giving the other Party notice in
the manner herein set forth.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 10 of 19
In Witness whereof, this Agreement is executed by a duly authorized
representative of each party on the dates shown.
AGILENT TECHNOLOGIES, INC. ANSOFT CORPORATION
----------------------------- -----------------------------
(Signature) (Signature)
----------------------------- -----------------------------
(Typed or Printed Name) (Typed or Printed Name)
----------------------------- -----------------------------
(Title) (Title)
Exhibit List:
-------------
Exhibit A: HFSS Customer Transition Plan
Exhibit B: Elements comprising the HFSS Software and the HFSS Documentation
Exhibit C: Suppliers of third-party software imbedded in or used to create the HFSS Software
Exhibit D: Ansoft Licenses
Exhibit E: Third Party Technology Restrictions
--------------------------------------------------------------------------------
Agilent and Ansoft Proprietary Information July 24, 2003
Page 11 of 19
