Exhibit 10.3
WHEREEVER CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH OMISSIONS ARE DENOTED
BY AN ASTERISK), SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
LICENSE FORM
(Master Source Code Agreement Effective Date of May 15, 2002)
This is a License Form. It describes a specific instance of a Source Code
license between You and Microsoft. When executed by You, any applicable
subsidiaries and Microsoft, this License Form becomes part of the Master
Agreement.
A. Microsoft gives You the following License Grant to the Source Code as
described in the Master Source Code Agreement: Derivative Grant
specifically limited to compiling the Windows 2000 Server and Windows .Net
Server and subsequent releases of Windows .Net Server files specified in
Exhibit A and compiling the Windows 2000 Server and Windows .Net Server and
subsequent releases of Windows .Net Server files specified in Exhibit B.
Notwithstanding the description of "Derivative Grant" in the Master Source
Code Agreement, You acknowledge that the License Grant in this License Form
does not include a Debugging Grant.
B. Microsoft licenses the following Source Code to You: files specified in
Exhibits A and B to be accessed through MSDN Code Center Premium or other
means as determined by Microsoft.
C. You can only use the Source Code at Your facilities listed in Exhibit C for
the sole purpose of assisting in the development, debugging, optimization,
and end-user support of (1) Your server software product known as
"MetaFrame" (including any successors or replacements based on MetaFrame,
regardless of name) that runs on Microsoft Windows server operating system
products, and (2) solely with respect to Source Code specified in Exhibit
B, Your client software products that run on any operating systems
(collectively, Your "Applications").
Page 1 of 8
D. You may reproduce and distribute worldwide an unlimited number of copies of
derivative works You create in exercising the Derivative Grant specified
above, provided that (a) You distribute the derivative works only in
conjunction with and as a part of Your Applications; (b) Your Applications
add significant and primary functionality to the derivative works; (c) You
distribute Your Applications containing the derivative works pursuant to an
End-User License Agreement (which may be "break-the-seal", "click-wrap" or
signed), with terms no less protective of Microsoft than those contained
herein; (d) You do not permit further redistribution of the derivative
works by Your end user customers, other than a full transfer of the
Application license, including all rights and obligations; (e) You do not
use Microsoft's name, logo, or trademarks to market Your Applications; (f)
You include a valid copyright notice on Your Applications; and (g) You
agree to indemnify, hold harmless, and defend Microsoft from and against
any claims or lawsuits, including attorneys' fees, that arise or result
from the use or distribution of Your Applications.
E. Per section 2.6 of the Master Source Code Agreement You are not permitted
to use the Source Code to assist in the use of unsupported interfaces (e.g.
functions, in-memory or on-disk structures, protocols). If You believe that
You do need to make use of an unsupported interface You agree to submit an
exception request to Microsoft, prior to use. Microsoft will review the
request and at its sole discretion will approve (which approval will be
timely and will not be unreasonably withheld) or reject based on the
following criteria:
1. There is no published interface or combination of published
interfaces that provides equivalent functionality.
2. Microsoft determines that Your use of the unsupported interface
does not degrade user experience, cause system instability,
create any security or privacy issues, or replace integral
operating system functionality.
3. If Microsoft provides a published method in the future that
provides equivalent functionality, You agree to update Your
software in its next release following actual notice of the
method published by Microsoft to make use of the published method
(unless such release occurs within 90 days of Your receipt of
such notice, in which case You may postpone such update to the
next following release). You also agree to use commercially
reasonable efforts to promptly provide Your customers with
updates to the deployed versions of Your software that use the
unsupported interface.
4. You will apply for the latest Designed for Windows logo for Your
software for which the unpublished interface is to be used and
will meet, to the best of Your knowledge, the requirements of
such Designed for Windows logo program prior to shipment of the
Application.
5. You acknowledge that Microsoft may modify unsupported interfaces
at any time and that You accept all responsibility (including
support obligations) for Your use of the unsupported interface.
F. If You fail to perform or comply with any provision of the Master Source
Code Agreement or of this License Form, or any material provision of any
other License Form, then Microsoft may end this License Form by giving You
thirty days' prior written notice specifying such breach and an opportunity
to cure (except in the event of a breach of the Confidentiality provisions
of the Master Source Code Agreement, in which case Microsoft may end this
License Form immediately). If You receive such a notice from Microsoft, and
Your breach is not remedied prior to the expiration of the thirty day
period, then this License Form will end immediately.
Page 2 of 8
G. You will give Microsoft written notice of a change of control as described
in Section 10 of the Master Source Code Agreement within five business days
of the consummation of such change of control. Microsoft may end this
License Form upon a change of control after giving to You thirty days'
prior written notice.
H. Notwithstanding any inconsistent provision of the Master Source Code
Agreement, Microsoft's right to terminate this License Form prior to
expiration shall be limited to the circumstances described in Paragraphs F
and G above.
I. The license fee for the rights granted to You by Microsoft in this License
Form is $0. The rights to use Your derivative works You make under the
Derivative Grant are otherwise fully paid up and royalty-free.
J. You understand that Microsoft requires users of the terminal services
component of .Net Server and subsequent releases to obtain certain licenses
to utilize such terminal services, and Your use of the Source Code
described in Exhibit A in Your products ("Terminal Services Product")
requires that users of Your products be licensed users of Microsoft
terminal services. You will provide the following conspicuous notice to
users in the end user license agreement of the next release of Your
Terminal Services Product: "If you access terminal server functionality
provided by Microsoft operating system products, you need to purchase
additional licenses to use such products. Consult the license agreements
for the Microsoft operating system products you are using to determine
which licenses you must acquire."
K. During the time which Your employees have access to the Source Code and for
one year following the date they last accessed the Source Code, You agree
not to allow Your employees to contribute to the development of an
operating system other than a Microsoft operating system. This does not
restrict Your employees from using, developing stand alone applications
for, or providing end-user support of other operating systems. These
restrictions only apply to Your employees who have accessed the Source
Code. This section still applies, even if this License Form or the Master
Agreement ends.
L. This License Form is effective for three years from May 15, 2002; it may
end earlier, however, as explained in the Master Source Code Agreement and
this License Form. Notwithstanding any provision in the Master Agreement,
Microsoft acknowledges that the license granted to You in this License Form
with respect to products first shipped to customers prior to the expiration
or termination of this License Form shall survive.
M. The parties agree that the subject matter of the License, Development and
Marketing Agreement dated as of May 9, 1997 between Microsoft and You (the
1997 License Agreement") is outside the scope of the subject matter of this
License Form and the Master Source Code Agreement and that the provision of
the 1997 License Agreement, including the survival provisions of the 1997
License Agreement, are not modified, contradicted or superceded in any way
by this License Form or the Master Agreement.
Page 3 of 8
We agree to everything in this License Form.
MICROSOFT CORPORATION CITRIX SYSTEMS, INC.
/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
---------------------------------- -----------------------------------------
Date Date
Page 4 of 8
SIGNATURE OF SUBSIDIARIES:
We agree to everything in this License Form and we agree to be bound by the
terms and conditions of the Master Agreement to the same extent that our parent
company named above is bound.
CITRIX SYSTEMS (RESEARCH &
DEVELOPMENT) LTD. CITRIX SYSTEMS JAPAN KK
/s/ Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx
----------------------------------- ------------------------------------------
By By
Xxxxx Xxxxxx Xxxxx Xxxxxx
----------------------------------- ------------------------------------------
Name (Print) Name (Print)
Director Director
----------------------------------- ------------------------------------------
Title Title
5/28/02 5/28/02
----------------------------------- ------------------------------------------
Date Date
CITRIX SYSTEMS UK LIMITED CITRIX SYSTEMS ASIA PACIFIC
PTY. LTD.
/s/ Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx
----------------------------------- ------------------------------------------
By By
Xxxxx Xxxxxx Xxxxx Xxxxxx
----------------------------------- ------------------------------------------
Name (Print) Name (Print)
Director Director
----------------------------------- ------------------------------------------
Title Title
5/28/02 5/28/02
----------------------------------- ------------------------------------------
Date Date
Page 5 of 8
Exhibit A
********************************************************************************
********************************************************************************
***********************************************
(Four pages of confidential information omitted pursuant to the request for
confidential treatment)
Such other files as the parties mutually agree in writing to effectuate the
purposes of the attached license form.
Page 6 of 8
Exhibit B
********************************************************************************
********************************************************************************
***********************************************
(Four pages of confidential information omitted pursuant to the request for
confidential treatment)
Such other files as the parties mutually agree in writing to effectuate the
purposes of the attached license form.
Page 7 of 0
Xxxxxxx X - Xxxxxxxxxx
Xxxxxxxxx, Xxxxxx Xxxxxxx
Columbia, Maryland, USA
Xxxx Xxxxxxxxxx, Xxxxxxx, XXX
Xxxx Xxxxxxx, Xxxxxx Xxxxxxx
Redmond, Washington, USA
Sydney, Australia
Tokyo, Japan
Page 8 of 8
