EXHIBIT 10.4.9
AMENDMENT NO. 9 TO NETOBJECTS LICENSE AGREEMENT
This Amendment Number 9 to the NetObjects License Agreement, dated March 18,
1997 ("Agreement") between NetObjects Corporation ("NetObjects") with an address
at 000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000 and International
Business Machines Corporation ("IBM") with an address at Xxxxx 000, Xxxxxx, Xxx
Xxxx 00000 is entered into on January 21, 1999 ("Effective Date"). All
capitalized terms and definitions used in this Amendment and not otherwise
defined herein shall have the meanings given them in the Agreement.
In consideration of the covenants and agreements contained herein, the parties
hereto agree to amend the Agreement as follows:
1. The following section is hereby added as Section 13 of the Agreement:
13.0 WIRELESS MARKUP LANGUAGE DELIVERABLES
13.1 "Wireless Markup Language ("WML") Deliverables" shall mean the
deliverables described on Exhibit 1 to this Amendment, which is attached hereto
and incorporated by reference. WML Deliverables are Enhancements as defined in
Section 1.7 of the Agreement.
13.2 NetObjects Responsibilities.
13.2.1 NetObjects shall provide all development, integration and testing
required to perform the activities and provide the functionality described in
Exhibit 1 hereto and will deliver the WML Deliverables to IBM in accordance with
Exhibit 1 hereto (including but not limited to the delivery schedule included in
Exhibit 1).
13.2.2 NetObjects' marketing materials for ScriptBuilder, including, but not
limited to the NetObjects web site located at xxxx://xxx.xxxxxxxxxx.xxx
("NetObjects Web Site"), shall identify, describe and promote the WML functions
listed in Exhibit 1 ("WML Functions"). NetObjects will also add a page to the
NetObjects Web Site which shall only contain promotional material for the WML
Functions. NetObjects shall make all necessary updates or additions to the
ScriptBuilder marketing materials to describe the WML Functions by January 30,
1999.
13.2.3 NetObjects shall replace ScriptBuilder 3.0 with ScriptBuilder 3.01 as
the version of ScriptBuilder which NetObjects makes generally available to its
customers, following delivery to IBM of the WML Deliverable set forth in Section
9(d) of Exhibit 1 hereto, but in no event later than April 30, 1999.
NetObjects shall also make available to existing ScriptBuilder 3.0 customers a
software upgrade which will add the WML Functions to ScriptBuilder 3.0. This
software upgrade shall be made available, at a minimum, via download from the
NetObjects web site concurrent with the delivery of the WML Deliverable set
forth above. NetObjects shall, at a minimum, notify customers of the
availability of this upgrade software on the NetObjects Web Site.
13.3 IBM Responsibilities.
13.3.1 In consideration for the services performed by NetObjects to
develop the WML Deliverables, IBM shall pay to NetObjects the total amount of
$[***] upon (i) delivery of all Deliverables as set forth in Exhibit 1 and (ii)
acceptance of those Deliverables as defined in 13.3.2below. Payment shall be
made to NetObjects net thirty (30) days after receipt of an acceptable invoice
from NetObjects. An acceptable invoice shall contain at a minimum the purchase
order number and supporting documentation for the work performed. The purchase
order number will be provided to NetObjects by IBM after the execution of this
Amendment. All xxxxxxxx shall be addressed to:
IBM Corporation
Accounts Payable
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
13.3.2 "Acceptance of the WML Deliverables by IBM" or "Acceptance" shall
mean the date on which IBM sends written notice to NetObjects of its
acceptance of the WML Deliverables in accordance with Exhibit 1 hereto.
2. Section 6.0 REPRESENTATIONS AND WARRANTIES, is amended to add the following:
"g. throughout the term of the Agreement, the Licensed Works are Year 2000
ready, meaning they are capable of correctly processing, providing, receiving
and displaying date data, as well as exchanging accurate date data with all
products with which they are intended to be used, within and between the
twentieth and twenty-first centuries."
3. The Agreement remains in full force and effect in accordance with its terms,
except as such terms have been expressly modified by this Amendment. This
Amendment and the Agreement constitute the entire understanding of the parties
with respect to this subject matter and supersede all prior communications,
understandings and agreements between the parties concerning the subject matter
hereof. A copy of this Amendment by reliable means (e.g., facsimile or
photocopy) will be deemed an original.
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
INTERNATIONAL BUSINESS NETOBJECTS, INC.
MACHINES CORPORATION
BY: /s/ X.X. Xxxxxxxx BY:
----------------------- ------------------------
NAME: X.X. Xxxxxxxx NAME:
--------------------- ----------------------
TITLE: VP & Asst. General TITLE:
Counsel ----------------------
--------------------
DATE: DATE:
--------------------- ----------------------
*** Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
