EXHIBIT 10.89
VMWARE VIRTUAL PARTNER ('VIP') RESELLER NETWORK AGREEMENT
This VMware Virtual Partner Agreement (this "Agreement), effective as of
the date of last signature below (the "Effective Date"), is by and between
VMware, Inc. ("VMware") having an office at 0000 Xxxxxx Xxxxx, Xxxx Xxxx,
Xxxxxxxxxx 00000, and MTI Technology Corporation ("VIP Partner") having an
office at 00000 Xxxxxxxx Xxxxxx. Xxxxxx Xxxxxxxxxx 00000.
VMware Products: EXS Server, VirtualCenter, VMotion, GSX Server, VitualSMP, WKS.
P2V Assistant
Reseller Network Level: Enterprise
1. DEFINITIONS
1.1 "Evaluation Activation Device" means either (a) a serial number that
an end user uses to activate a Software Product for a limited period of time for
the purpose of evaluating a VMware Product or (b) an activation code that an end
user uses to register on the VMware Web site to obtain a serial number to
activate a Software Product for a limited period of time for the purpose of
evaluating a VMware Product.
1.2 "Reseller Network" means the VMware Virtual Partner ('VIP') Reseller
Network as more fully described in the Reseller Network Guidelines.
1.3 "Reseller Network Guidelines" means the then current VMware Virtual
Partner ('VIP') Reseller Network Benefits and Requirements document. The current
version is attached hereto as Exhibit B. Such guidelines may be modified from
time to time by VMware without notice to VIP Partner and shall be posted on
VMware's Web site at xxxx://xxx.xxxxxx.xxx/xxxxxxxx/xxxxxxxxxxxxxx/.
1.4 "Reseller Network Level" means VIP Partner's level of membership in
the Reseller Network set forth above.
1.5 "Service Terms" means VMware's standard terms under which VMware
provides support and subscription services posted on VMware's Web site at
xxxx://xxx.xxxxxx.xxx/xxx/xxxxxxx terms conditions.pdf.
1.6 "VMware Logos" means VMware's logos and/or trademarks set forth in
the Reseller Network Guidelines.
1.7 "VMware Product XXXX" means the VMware standard end user license
agreement that accompanies each VMware Product. A copy of such standard end user
license agreement for the current version of each VMware Product is posted on
VMware's Web site at xxxx://xxx.xxxxxx.xxx/xxxxxxxxxxx/xxxxxxxxx.xxxx.
1.8 "VMware Products" means the VMware software products, in object code
form only, set forth above.
2. VIRTUAL PARTNER ('VIP') RESELLER NETWORK
2.1 Virtual Partner ("VIP") Reseller Network. This Agreement sets forth
the terms and conditions that govern VIP Partner's membership in the Reseller
Network. Features of the Reseller Network are more fully described in the
Reseller Network Guidelines. If any modification to the Reseller Network
Guidelines is unacceptable to VIP Partner, VIP Partner's sole and exclusive
remedy shall be to terminate this Agreement within thirty (30) days after such
modification.
2.2 Responsibilities. During the term of this Agreement, subject to the
terms and conditions of this Agreement, VIP undertakes to perform the
obligations and requirements and VMware undertakes to provide the benefits, each
as set forth in the Reseller Network Guidelines.
3. VMWARE PRODUCTS
3.1 Not for Resale Licenses. Within a reasonable time after the
Effective Date, VMware shall deliver to VIP Partner the number of not-for-resale
("NFR") licenses for VMware Products specified the Reseller Network Guidelines
for VIP Partner's Reseller Network Level. VIP Partner shall use all NFR licenses
for VMware Products subject to the terms of the VMware Product XXXX accompanying
such VMware Products, except as further limited pursuant to this Section 3.1.
All NFR licenses may only be used by VIP Partner during the term of this
Agreement solely for product demonstration or training purposes.
Notwithstanding any contrary provisions in the VMware Product XXXX, VIP Partner
may not use such NFR licenses for its own information processing or computing
needs. Upon termination or expiration of this Agreement for any reason, VIP
Partner shall cease using all NFR licenses provided by VMware hereunder and will
return to VMware all copies of the VMware Products (including backup copies) in
any and all media, and delete any such copies that are resident in the memory or
hard disks of computers owned or controlled by VIP Partner.
3.2 Internal Use Licenses. VIP Partner may purchase standard licenses
for VMware Products at the pricing set forth in the Reseller Network Guidelines.
VIP Partner shall use all standard licenses for VMware Products subject to the
terms of the VMware Product XXXX accompanying such VMware Products.
3.3 Evaluation Licenses. If VIP Partner's Reseller Network Level permits
VIP Partner to have access to Evaluation Activation Devices to provide to its
potential customers, then VIP Partner is hereby granted a non-exclusive,
non-transferable license during the term of this Agreement to distribute
Evaluation Activation Devices to potential customers who wish to evaluate VMware
Products. VIP Partner shall direct such potential customers to VMware's Web site
to download the corresponding VMware Products, in object code format. Each
potential customer's use of VMware Products, to be activated by Evaluation
Activation Devices distributed by VIP Partner hereunder, shall be governed by
the evaluation terms of the VMware Product XXXX accompanying the VMware
Products.
3.4 Beta Licenses. If VIP Partner's Reseller Network Level permits
access to beta versions of new releases of VMware Products, then VIP Partner's
use of any such beta versions of VMware Products shall be governed by the terms
of the beta agreement accompany such beta versions of VMware Products.
3.5 Services. Any support and subscription services purchased by VIP
Partner in accordance with the Reseller Network Guidelines will be provided by
VMware under the Service Terms.
4. USE OF TRADEMARKS
4.1 Attribution. Subject to the terms and conditions of this Agreement,
VIP Partner shall have the worldwide, nonexclusive right to use the VMware Logos
during the term of this Agreement in marketing, advertising and promotional
materials solely for the purpose of publicizing VIP Partner's membership in the
Reseller Network.
4.2 Restrictions.
(a) VIP Partner shall comply with all guidelines provided by
VMware in writing concerning the use of the VMware Logos, including without
limitation the VMware Trademark Guidelines posted on VMware's internal Web site
at xxxx://xxx.xxxxxx.xxx/xxx/xxxxxxxx_xxxxxxxxxx.xxx.
(b) Except as set forth in this Article 4, nothing in this
Agreement shall grant or shall be deemed to grant to VIP Partner any right,
title or interest in or to the VMware Logos. All use by VIP Partner of VMware
Logos (including any goodwill associated therewith) shall inure to the benefit
of VMware. At no time during or after the term of this Agreement shall VIP
Partner challenge or assist others to challenge the VMware Logos or other
trademarks of VMware or the registration thereof by VMware, nor shall VIP
Partner attempt to register any trademarks that are confusingly similar to those
of VMware. VIP Partner shall not adopt, use, register, make application or
attempt to register any acronym, trademark, trade names or other marketing name
of VMware or any confusingly similar xxxx, uniform resource locator (URL),
VMware Virtual Partner Agreement - April 2004
Internet domain name, or symbol as part VIP Partner's own name or the name of
any of its affiliates or the names of any products it markets.
5. FEES AND PAYMENT
5.1 Annual Reseller Network Fees. On the Effective Date, if an annual
Reseller Network fee is required for VIP Partner's Reseller Network Level,
VMware shall invoice VIP Partner and VIP Partner shall pay VMware the Reseller
Network Fee set forth in the Reseller Network Guidelines ("Reseller Network
Fees"). On or before the first day of each renewal term, if any, VMware shall
invoice VIP Partner for the Reseller Network Fees for such renewal term. VMware
may, in its sole discretion, waive the Reseller Network Fees for the initial or
any renewal term.
5.2 Payment Terms. Unless otherwise stated herein, VIP Partner shall pay
all fees within thirty (30) days after the date of VMware's invoice for such
fees. All payments shall be made in United States dollars. Fees not paid when
due shall accrue late charges at a rate of one and a half percent (1.5%)
per month, or the maximum rate allowed under law.
5.3 Taxes. All amounts payable by VIP Partner are payable in full
without offset or deduction for taxes (including any withholding tax) or customs
duties. In addition, VIP Partner shall be responsible for and shall pay any
sales, use, value-added and similar transaction taxes and customs duties paid or
payable, however designated, levied, or based on amounts payable by VIP Partner
hereunder.
5.4 Market Development Funds (MDF). If VIP Partner's Reseller Network
Level permits VIP Partner to be eligible for Market Development Funds ("MDF")
under the Reseller Network Guidelines, any such MDF funds shall be subject to
the MDF terms posted on VMware's Web site.
6. TERM AND TERMINATION
6.1 Term. This Agreement shall commence on the Effective Date and
continue in effect for a term of one (1) year, unless sooner terminated in
accordance with this Section 6. Thereafter, this Agreement shall renew
automatically for successive one-year terms unless either party gives written
notice of intent to terminate at least thirty (30) days prior to the expiration
of the then-current term.
6.2 Termination for Convenience. Either party may terminate this
Agreement for any reason, with or without cause, upon thirty (30) days prior
written notice to the other party. If this Agreement is terminated by VMware
without cause, or If VIP Partner terminates this agreement due to a material
breach of this agreement by VMware, which remains uncured for thirty (30) days
following written notice, then VMware shall refund to VIP Partner the pro rata
portion of the Reseller Network Fees corresponding to the number of full
calendar months remaining in the current term of this Agreement.
6.3 Effect of Termination. Notwithstanding any expiration or termination
of this Agreement, Articles 1,5,7,8,9,10 and 11, and Sections 4.2 and 6.3 shall
survive and remain in effect in accordance with their terms. Any standard
licenses for VMware Products purchased by VIP Partner pursuant to Section 3.2
shall survive termination of this Agreement in accordance with the terms of the
applicable VMware Product XXXX. All other rights and licenses granted under this
Agreement will cease upon expiration or termination.
7. WARRANTY DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN VMWARE
PRODUCT EULAS, VMWARE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH
RESPECT TO THE RESELLER NETWORK, THE RESELLER NETWORK GUIDELINES OR ANY PRODUCTS
OR SERVICES PROVIDED HEREUNDER. VMWARE SPECIFICALLY DISCLAIMS ANY AND ALL
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR
PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST
PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. EXCEPT FOR
BREACH OF INTELLECTUAL PROPERTY GRANTED HEREIN OR BREACH OF CONFIDENTIALITY
OBLIGATIONS OR INDEMNITY OBLIGATIONS PUSUANT TO SECTION 11.3, IN NO EVENT SHALL
EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED
TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY VMWARE FROM VIP
PARTNER UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN
THIS AGREEMENT.
9. PROPRIETARY RIGHTS. VMware and its licensors shall own all right, title
and interest in and to the VMware Products. VIP Partner shall not remove or
alter any copyright notices or other proprietary rights notices placed on or
embedded in the VMware Products by VMware. VIP Partner will do all things
reasonably requested by VMware to protect VMware's intellectual property rights
as those reasonably relate to VIP Partner's use of the VMware Products under the
terms of this Agreement, including without limitation copyrights, patent rights,
trademarks and trade secrets.
10. CONFIDENTIAL INFORMATION
10.1 Use and Disclosure. All non-public information provided by the other
party that (a) is marked as confidential at the time of disclosure, or (b) is
unmarked (e.g. orally disclosed) but treated as confidential at the time of
disclosure, and is designated as confidential in a written memorandum delivered
to the other party by facsimile or first class mail within thirty (30) days of
disclosure, summarizing the Confidential Information sufficiently for
identification (the "Confidential Information") constitutes confidential
information of the disclosing party. Notwithstanding the foregoing,
"Confidential Information" includes, without limitation, VMware customer lists
and customer information, the contents of VMware's Technical Support
Knowledgebase, any information regarding future VMware products or services
(including, without limitation, VMware product road maps) and the terms and
conditions of this Agreement, whether or not such information is marked,
identified or summarized in writing as confidential. Neither party shall
disclose any of the other party's Confidential Information to any third party
(other than employees and contractors on a need-to-know basis who are bound in
writing by confidentiality obligations, which are no less protective than those
contained herein), or otherwise use the other party's Confidential Information,
except as expressly permitted under this Agreement. The provisions of this
Section 10.1 do not apply to information that: (a) was rightfully in possession
of either party prior to receipt of such Confidential Information from the other
party, (b) is or becomes a matter of public knowledge through no fault of the
party receiving such Confidential Information hereunder, (c) is rightfully
received from a third party without a duty of confidentiality, (d) is
independently developed by the other party without breach of any confidentiality
obligations, or (e) is disclosed by either party with the other party's written
approval. Each party's duty to protect Confidential Information in accordance
with the provisions of this Section 10.1 expires three (3) years after the date
of receipt of the applicable Confidential Information.
10.2 Authorized Disclosure. Notwithstanding the provisions of Section
10.1, each party may disclose the terms of this Agreement (a) in connection with
the requirements of an initial public offering or securities filing; (b) in
confidence, to accountants, banks, and financing sources and their advisors; (c)
in confidence, in connection with the enforcement of this Agreement or rights
under this Agreement; or (d) in confidence, in connection with a merger or
acquisition or proposed merger or acquisition, or the like.
10.3 Injunctive Relief. The parties agree and acknowledge that money
damages may not be an adequate remedy for any breach of this Article 10 and that
either party may, in its sole discretion, apply to any court of law or equity of
competent jurisdiction for injunctive relief in order to prevent any such
breach.
VMware Virtual Partner Agreement - April 2004
10.4 Customer Information. If VIP Partner's Reseller Network Level
provides for customer lead distribution from VMware or its distributors, then
VIP Partner shall execute the VMware Confidentiality and Use of Customer
Information Agreement in the form attached hereto as Exhibit A. concurrently
with the execution of this Agreement.
11. GENERAL PROVISIONS
11.1 Export Control. VIP Partner shall not export or re-export the VMware
Products except in compliance with the United States Export Administration Act
and the related rules and regulations and similar non-U.S. government
restrictions, if applicable.
11.2 Audit Rights. During the term of this Agreement, upon reasonable
notice, VMware will be entitled to audit VIP Partner's use of VMware Products
and any other VMware materials provided by VMware under this Agreement or the
Reseller Network Guidelines, to verify compliance with the terms of this
Agreement. VIP Partner shall promptly pay to VMware any underpayments revealed
by any such audit, plus any applicable late payment fees. Any such audit will be
performed at VMware's expense during normal business hours, provided that VIP
Partner shall promptly reimburse VMware for the cost of such audit if such audit
reveals an underpayment by VIP Partner of more than five percent (5%) of the
amounts payable by VIP Partner to VMware for the period audited.
11.3 VIP Partner Indemnity. VIP Partner agrees to indemnify and hold
VMware harmless from any loss, cost, liability or damage, including attorneys'
fees, of VMware arising out of any third party claim, suit, or proceeding
("Action") brought against VMware based upon (a) any negligent act or omission
by, or willful misconduct of, VIP Partner, its employees or agents, (b) any
omission or inaccuracy in VIP Partner's advertisements and promotional materials
that relate to the VMware Products, (c) any representations made by VIP Partner
relating to the VMware Products, or (d) VIP Partner's performance of services
related to the VMware Products.
11.4 Independent Contractors. The relationship of the parties under this
Agreement is that of independent contractors. Neither party will be deemed to be
an employee, agent, partner, franchisee or legal representative of the other for
any purpose and neither will have any authority to create any obligation or
responsibility on behalf of the other.
11.5 Notices. Any notice required or permitted under the terms of this
Agreement or required by law must be in writing and must be delivered (a) in
person, (b) by first class registered mail, or air mail, as appropriate, posted
and fully prepaid to the appropriate address set forth in the preamble to this
Agreement (c) via facsimile, or (d) by reputable overnight courier service to
the address set forth in the preamble to this Agreement. Notices will be
considered to have been given at the earlier of the time of receipt or five (5)
business days after being sent. Either party may change its address for notice
by notice to the other party given in accordance with this Section.
11.6 Governing Law. This Agreement will be governed by the laws of the
State of California and the United States of America, without regard to conflict
of law principles. All disputes arising out of this Agreement will be subject to
the exclusive jurisdiction of the state and federal courts located in Santa
Xxxxx County, California, and each party hereby consents to the personal
jurisdiction thereof.
11.7 Assignment. Neither this Agreement nor any rights under this
Agreement may be assigned or otherwise transferred by VIP Partner, whether
voluntarily or by operation of law, without the prior written consent of VMware.
Notwithstanding the foregoing, VIP Partner may assign this Agreement to (i) any
entity resulting from any merger, acquisition, consolidation or other
reorganization involving VIP Partner, or (ii) any individual or entity to which
VIP Partner may transfer substantially all of its assets relating to this
Agreement. Subject to the foregoing, this Agreement will be binding upon and
will inure to the benefit of the parties and their respective successors and
assigns. Any assignment in violation of the foregoing will be null and void.
11.8 Waiver and Severability. Any waiver of the provisions of this
Agreement must be in writing to be effective. If any provision in this Agreement
is found to be invalid or unenforceable to any extent, the remaining terms of
this Agreement will continue to be valid and enforceable to the fullest extent
permitted by law.
11.9 Entire Agreement. This Agreement (including the Exhibits), the
Reseller Network Guidelines, the VMware Product EULAs and the Service Terms
contain the entire agreement of the parties with respect to the subject matter
of this Agreement and supersede all previous communications, representations,
understandings and agreements, either oral or written, between the parties with
respect to said subject matter. To the extent of any conflict between the terms
of any VMware Product XXXX or the Service Terms and the terms of this Agreement
or the Reseller Network Guidelines, the terms of this Agreement or the Reseller
Network Guidelines shall control. To the extent of any conflict between the
terms of the Reseller Network Guidelines and the terms of this Agreement, the
terms of this Agreement shall control. No terms, provisions or conditions of any
purchase order, acknowledgement or other business form that either party may use
in connection with the transactions contemplated by this Agreement will have any
effect on the rights, duties or obligations of the parties under this Agreement.
This Agreement may not be amended, except by a writing signed by both parties
11.10 Counterparts. This Agreement may be executed in counterparts, each
of which will be deemed an original and all of which together will constitute
one instrument. This Agreement may be executed and delivered by facsimile and
the parties agree that such facsimile execution and delivery shall have the same
force and effect as delivery of an original document with original signature
VMware Virtual Partner Agreement - April 2004
IN WITNESS WHEREOF, the parties by their duly authorized
representatives have executed this Agreement as of the Effective Date.
VMware, Inc. VIP Partner: MTI Technology Corporation
/s/ Xxxx X. Xxxxx /s/ Xxxx Xxxxxxxxx
-------------------------------- ---------------------------
Signature Signature
Printed Name Xxxx X. Xxxxx Printed Name XXXX XXXXXXXXX
Title Vice President & Title CFO
Chief Financial Officer
Date 4/28/04 Date 04/28/04
VMware Virtual Partner Agreement - September 2002
EXHIBIT A
VMWARE,INC.
CONFIDENTIALITY AND USE OF CUSTOMER INFORMATION
This Agreement is entered into effective as of the date of last signature,
by and between VMware,Inc. a Delaware corporation ("VMware") and MTI Technology
Corporation ("Recipient").
VMware wishes to disclose, and Recipient wishes to receive, Customer
information of VMware. Recipient expressly agrees to use the Customer
information solely for the purpose of contacting such VMware customers regarding
the purchase of VMware products and/or services. Customer information is defined
as all information provided by or at the direction of VMware about, pertaining
to or identifiable to customers of VMware or customers of any VMware affiliate
including, but not limited to, name ,address,telephone number, email address,
and any Ist or grouping of customers.
Recipient acknowledged that all Customer information disclosed to
Recipient by VMware shall be considered confidential information. Recipient
agrees to maintain the confidence of the customer information and to prevent its
unauthorized dissemination. Recipient shall not disclose, distribute, sell,
share, rent or otherwise transfer any Customer information to any third party.
Recipient shall not use Customer information for any purpose, except to contact
customers regarding the evaluation or purchase of VMware products. Recipient
shall not retain any Customer information for any period longer than necessary
in connection with permitted use of such Customer information under this
Agreement. Recipient shall comply with all applicable laws relating to privacy.
Recipient shall be permitted to disclose Customer information only to
Recipient's employees, subcontractors, and consultants having a need to know
such information. The Recipient shall instruct all such employees,
subcontractors, and consultants as to their obligations under this Agreement,
and that they shall be bound by the terms and conditions of this Agreement.
Recipient shall be responsible for all of its employees, subcontractors, and
consultant's compliance with the terms of this Agreement. If disclosure of
Customer information is required by law, Recipient shall notify VMware in
writing in advance of such disclosure, and provide VMware with copies of any
related information so that it may take appropriate action to protect the
Customer information.
All Customer information remains the property of VMware and no rights in
the Customer information is granted hereby. All Customer information is provided
"as is" and without any warranty, express, implied, or otherwise, regarding its
accuracy. Recipient agrees to return to VMware immediately upon VMware's written
request all Customer, including any copies thereof.
Recipient hereby acknowledges that unauthorized disclosure or use of
Customer information could cause irreparable harm and significant injury, which
may be difficult to ascertain. Accordingly, Recipient agrees that VMware shall
have the right to seek and obtain immediate injunctive relief from breaches of
this Agreement, in addition to any other rights and remedies it may have.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of California and the United States of
America, without regard to conflict of law principles.
UNDERSTOOD AND AGREED;
VMWARE, INC. RECIPIENT: MTI Technology Corporation
/s/ Xxxx X. Xxxxx /s/ Xxxx Xxxxxxxxx
-------------------------------- ---------------------------
Signature Signature
Print Name Xxxx X. Xxxxx Print Name Xxxx Xxxxxxxxx
Xxxxxx Vice President & Xxxxxx CFO
Chief Financial Officer
Date Date 4/28/04
------------------------
VMware Virtual Partner Agreement - April 2004
Exhibit B
[VMWARE LOGO] VIP RESELLER NETWORK BENEFITS AND REQUIREMENTS [VMWARE LOGO]
ENTERPRISE TRACK
VMware Enterprise Partner
----------------------------------------------------
PRODUCTS
VMware Licences Software & Support Workstation, GSX Server, ESX Server, SMP add-
on, VirtualCenter, VMotion-open Distribution
BENEFITS
Software
"Not for Resale" dem o licenses As in any copies of each product (all products) as
(1 physical, remainder ESD) required to outfit SEs and Training Labs One sent at
singup;remainder or disbursed through CSM.
Internal Use licenses discounts 50% off list price
Beta Participaction Candidate X
Round One (F&F) Beta participation X
Technical Support
Knowledgebase Access X
Email Support (in English) X
Priority Telephone Support $ 5,000 per 10 pack
Dedicated online forums X
Education and Technical Enablement
Field Sales Training X
Training Web Casts X
Technical Training Courses/ Certification Initial discount of 20%,30% off of list price
Discounts for staff certified above and beyond the
required number (see below)
Sales and Markting Tools
Logo Usage X
Listing on VMware web site X
Channel Connect Access (tools/collateral) X
Software Lesds X
Seminar/Event Support X
Customized Marketing Programs X
Joint Press Release Opportunities X
End-User Software Evaluation leads Protected X
Membership Communications
Channel Flashes X
Quartely Channel Newsletter X
Partner Council Eligibility X
REQUIREMENTS
Program Fee 100(prorated for partial year)
Annual Renewal Fee $ 1,000.00
Quarterly revenue targets
Submit corporate logo for VMware web site X
Case Study Collateral X
VMware internal champion /Dedicated Resource X
VMware Executive Sponsor X
Certified Technical Staff Minimum 1 per office
VMware Inc. REVISION: 04-15-04
VMware Virtual Partner Agreement - April 2004
