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EXHIBIT 2.4
EXHIBIT C
OTHER TRANSFERRED ASSETS
- All rights under Assumed Contracts arising on and after the Closing
Date
- All prepaid royalties relating to periods on or after the Closing Date
under any Sublicensed Contract
Assumed Contracts
- All support contracts for the Licensed Products with the terms and
conditions attached as Exhibit C-1, or with terms and conditions that
are not materially different thereto
- All upgrade insurance contracts for the Licensed Products with the
terms and conditions attached as Exhibit C-2, or with terms and
conditions that are not materially different thereto
- Software Agreement dated 11/21/97 between Symantec and Ergo Training,
Inc.
- Letter Agreement dated 1/2/97 between Symantec and iMarket, Inc.
- Letter of Understanding dated 6/21/99 between Symantec and
InstallShield Software Corporation
- Software License and Marketing Agreement dated 6/20/99 between Symantec
and Paragon Software
- MyProspects Co-Branding Agreement dated 5/27/99 between Symantec and My
Software Company
- OEM Bundling License Agreement executed on July 2, 1998 between
Symantec and Packard Xxxx, as amended by the Amendment to OEM Bundling
License Agreement dated June 30, 1999, to the extent such agreement
relates to the License Products
SUBLICENSED CONTRACTS
- Letter Agreement dated 7/13/95 between Symantec and ACT Networks Inc.
- Letter Agreement dated 1/6/98 between Symantec and Xxxxxx Software Inc.
- License and Marketing Agreement dated 6/18/99 between Symantec and Xxxx
Xxxxxxxx & Associates, Inc.
- Software License Agreement dated 5/31/95 between Symantec and
Streetwise Software
- Directory Distribution Agreement dated 12/__/97, and amendment thereto
dated 6/4/99, between Symantec and Yahoo, Inc.
- Software License and Distribution Agreement dated 6/15/99 between
Symantec and AT&T
- EarthLink Network TotalAccess Distribution Agreement dated 6/11/99
between Symantec and EarthLink Network, Inc.
- Software License Agreement dated 11/__/97 between Symantec and
ViaGrafix Corporation
- Software License Agreement dated 7/16/99 between Symantec and On the Go
Software, Inc.
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- Symantec Web Site Access Agreement dated 10/8/97 between Symantec and
Bigfoot Partners, L.P.
- Symantec Web Site Access Agreement between Symantec and HotData, Inc.
- Symantec Web Site Access Agreement Symantec and OneLook Dictionary
- Royalty Agreement dated 2/1/92 between Xxxxxx Corporation and Contact
Software International, Inc.
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EXHIBIT C-1
SUPPORT TERMS AND CONDITIONS
Desktop Gold Support
Features
- Packages of 5 or 10 Support Incidents
- Unlimited customer contacts
- Support for one year
- Toll-free telephone support
- Hold times average 3 minutes or less
- Telephone support 6 a.m. to 5 p.m., PDT
- Symantec world wide web site
- Symantec Internet FTP site
- Symantec automated fax service
- Access to experienced product support analysts
Helpdesk Gold Support
Features
- Unlimited high-priority calls on a toll-free 800 line for one
designated contact
- Support for one year
- Hold times average 3 minutes or less
- Extended hours of telephone support (6 a.m. to 5 p.m., PDT)
- Symantec world wide web site
- Symantec Internet FTP site
- Symantec automated fax service
- Access to experienced product support analysts
Optional Services
- Additional Customer Contacts
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EXHIBIT C-1 (CONT'D)
SUPPORT TERMS AND CONDITIONS
GOLD TECHNICAL SUPPORT
Gold support is designed to support Help Desk personnel or employees within
small to medium-sized organizations with the appropriate level of support. The
program features comprehensive and specialized coverage and is aimed at
customers operating in a networked environment or using a variety of different
systems. Gold support subscriptions are available to suit individual customer
needs and can be purchased either as a 6 month subscription with 5 calls, or as
an annual subscription which can be used to make unlimited calls by one named
contact within an organization (additional contacts are available for an
additional fee).
Customers with Gold support subscriptions are given priority access to support,
and are assisted by a highly trained group of senior technicians, who specialize
in corporate product support and environments. Gold support is available from
Monday to Friday (excluding public holidays) between 9 a.m. and 5 p.m. GMT (9
a.m. and 5 p.m. CET). No out of hours service is available under the Gold
subscription program.
Platinum Technical Support
Platinum Support subscriptions are designed for Help Desk personnel and IT staff
in medium to large organizations. The Platinum service is the most advanced
support offering provided by Symantec and includes not only hotline telephone
support, but also a variety of features to assist the IT professional make the
most out of their software implementation. Platinum support is designed to
provide in-depth knowledge of how the software works, how potential problems
could be solved and what the latest developments are.
Features
- Unlimited calls for a year
- Average hold times of less than 1 minute
- Freephone telephone numbers. (Freephone telephone numbers are not
available in all countries)
- Access to most senior support analysts (CNE or MCSE certified)
- Reporting (reporting included in premium platinum only.)
- Emergency 24x7 response (see Hours)
- Automatic shipment of inline software revisions (*does not include
charged for version upgrades)
- Access to secure Platinum website
- Quarterly CD & Newsletter (available in English only)
Platinum Support is available with both a Standard and Premium feature set plus
additional options. Premium Platinum offers the most comprehensive and proactive
care for large corporate customers, including 24x7 response service and a
designated Technical Account Manager.
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EXHIBIT C-1 (CONT'D)
SUPPORT TERMS AND CONDITIONS
Standard Premium
-------------------------------------------------------------------
Product Groups 1 1
-------------------------------------------------------------------
Named Contacts 1 2
-------------------------------------------------------------------
24x7 Additional option X
-------------------------------------------------------------------
Technical Account Manager X
-------------------------------------------------------------------
HelpDesk Reports X
-------------------------------------------------------------------
Knowledgebase CD X
-------------------------------------------------------------------
Support Center Manuals X X
-------------------------------------------------------------------
Quarterly CD & Newsletter X X
-------------------------------------------------------------------
Secure Web site access X X
-------------------------------------------------------------------
E-mail Flash messages X
-------------------------------------------------------------------
Inlines X X
-------------------------------------------------------------------
Platinum support is available from Monday to Friday (excluding public holidays)
between 9 a.m. and 5 p.m. GMT (9 a.m. and 5 p.m. CET). Emergency response
included as a feature of Premium Platinum, but is also available as an option
for Standard Platinum.
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EXHIBIT C-2
UPGRADE INSURANCE TERMS AND CONDITIONS
GENERAL UPGRADE INSURANCE
Upgrade Insurance: For the Insurance Fee as defined below, Symantec will provide
to Licensee (through Licensee's Upgrade Coordinator) all upgrades to the
Software released by Symantec during the term of this Agreement. All such
Software is licensed to Licensee for use subject to all the terms and
conditions, including without limitation disclaimers of warranties and
limitation of liabilities, of the Original Agreement. Licensee may request an
increase in the number of copies of the Software and the addition of other
titles of Software to be covered by Upgrade Insurance by submission of a
purchase order referencing the agreement number specified below, the number of
copies of software to be covered by Upgrade Insurance and providing for payment
in an amount equal to the then current Insurance Fees for such copies. Upgrade
Insurance for such additional copies of Software will be subject to the same
terms and conditions as specified herein and will be effective upon Symantec's
acceptance of such purchase order. Licensee agrees and acknowledges that any and
all new copies of the complete Software program provided hereunder are for
replacement of the copies of the Software licensed to Licensee under the
Original agreement and are not provided as additional copies. Nothing in this
Agreement shall be construed as increasing the number of copies of Software
licensed to Licensee.
Insurance Fee:
(a) The term "Insurance Fee" as used in this Agreement means (i) for the
initial term of this Agreement the Insurance Fee set forth above, and
(ii) for each renewal term if this Agreement is renewed as set forth
below, the Insurance Fee above, or if Symantec increases or decreases
the Insurance Fee, the Insurance Fee as so increased or decreased by
Symantec. Symantec reserves the right to increase or decrease the
Insurance Fee for any renewal term.
(b) Licensee will pay Symantec the Insurance Fee for the rights granted
herein within thirty (30) days after execution of this Agreement by
Licensee and within thirty (30) days after the beginning of each
subsequent renewal term. Licensee agrees to pay any and all sales, use,
value added, excise and similar taxes on payments to Symantec under
this Agreement (excluding taxes on Symantec's income).
Terms and Termination: This Agreement is for a term of one (1) year from the
Effective Date. Licensee may request renewal of this Agreement for successive
twelve (12) month terms by issuing a purchase order to Symantec within thirty
(30) days before the end of the then current effective term of this Agreement in
the amount of the Insurance Fee. The licensing of additional copies will be
subject to the terms and conditions of this Agreement and the Original Agreement
only and will not be subject to any terms and conditions of Licensee's purchase
order even if such purchase order is accepted in writing by Symantec. Renewal of
this Agreement will be effective upon Symantec's written acceptance of such
purchase order. Notwithstanding its stated term, this Agreement will terminate
(i) upon termination of the Original Agreement, or (ii) for
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EXHIBIT C-2 (CONT'D)
UPGRADE INSURANCE TERMS AND CONDITIONS
failure of Licensee to pay Symantec the Insurance Fee as set forth herein if
such failure to pay continues for twenty (20) days after Symantec gives Licensee
written notice of such breach.
PREMIER VALUE LICENSE UPGRADE INSURANCE
Upgrade Insurance: Until the Upgrade Insurance End Date referenced on the face
of this Certificate, Licensee is entitled to use all upgrades to the Software
for which licensee has obtained upgrade insurance as indicated on the face of
this certificate, up to the number of copies so indicated, provided, however,
that Licensee is only eligible for upgrade insurance for copies of Software
which it has otherwise licensed from Symantec. An upgrade is any version of the
Software which has been released to the public and which replaces the prior
version of the Software on Symantec's price list. All such upgraded Software is
licensed to Licensee for use subject to all the terms and conditions, including
without limitation disclaimers of warranties and limitation of liabilities, of
the License Agreement as amended by this Amendment. Licensee may make such
copies in object code form only, from the copy of the Software and user
documentation contained in the original retail package of the Symantec software
product obtained from Licensee's dealer. Nothing in this paragraph shall be
construed as separately licensing copies of the Software or increasing the
number of copies of Software licensed to Licensee.
Upgrades: Upgrades (if any) of the Licensed Product with respect to copies
licensed by this Amendment may only be obtained in a quantity equal to the
number indicated on the face of this certificate.
GLOBAL LICENSE PROGRAM UPGRADE INSURANCE
The Licensing Parties may purchase the right to license all upgrades to a
particular Software title released by Symantec during the term of this Agreement
("Upgrade Insurance") by submitting to Reseller a purchase order specifying the
titles and numbers of copies of the Software for which such Licensing Party
wishes to purchase Upgrade Insurance. Upgrade Insurance shall apply only to
those copies of the Software for which the Licensing Parties have purchased
Upgrade Insurance. The purchase of Upgrade Insurance shall not increase the
total number of copies of the Software licensed by Licensee hereunder. The
Licensing Parties shall have the right to use any prior versions of Software
licensed hereunder; however, the Licensing Parties acknowledge and agree that
Symantec shall not be required to provide support services for any such prior
versions of the Software.
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