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EXHIBIT 10.16
TIVOLI - MARIMBA RESELLER AGREEMENT AMENDMENT NO. 5
AMENDMENT TO RESELLER AGREEMENT BETWEEN MARIMBA, INC. AND TIVOLI SYSTEMS, INC.
REFERENCE AGREEMENT NUMBER: RES9700332 AMENDMENT NO: 05
MARIMBA NAME AND ADDRESS: RESELLER NAME AND ADDRESS:
Marimba, Inc. ("Marimba") Tivoli Systems, Inc. ("Reseller")
000 Xxxxx Xxxxxx 0000 Xxxxxxx xx Xxxxx Xxxxxxx Xxxxx
Xxxxxxxx Xxxx, XX 00000 Xxxxxx, XX 00000
MARIMBA COMPANY CONTACT: RESELLER COMPANY CONTACT:
Xxxx Xxxxxxxxx Xxxxxx X Xxxxxxxx
Legal Counsel Manager, Contract Services, Business Operations
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
WHEREAS, the parties desire to amend the Reseller Agreement by and between
Marimba and Reseller dated as of August 14, 1997 (the "Reseller Agreement") for
a fourth time as set forth herein;
NOW THEREFORE, in consideration of agreements reached between the parties, the
Reseller Agreement is hereby amended as follows (this "Amendment"):
1. Definitions. All capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Reseller Agreement.
2. Section 12. Term and Termination. Add the following provision:
"The parties agree that the Reseller Agreement will be extended automatically
when it reaches its present expiration date until the earlier to occur of (i)
receipt of written notice by Marimba from Reseller of termination or (ii)
December 31, 1999. Reseller agrees to use reasonable commercial efforts to
notify Marimba in advance of its intention to terminate if prior to December 31,
1999."
3. Section 1a. License Grant. Section 1.a. of the License Grant is hereby
amended to add the following to the end of the existing text:
"Notwithstanding the foregoing, the parties agree that Reseller may not
distribute any Copies of any Products to any end-user customer unless a written
request for approval of the sale to the specific customer is submitted to
Marimba from Tivoli's Business Unit Manager for the Internet Business Unit
(currently Xxxxx Xxxxx) and Marimba has agreed to such end-user customer in
advance in writing."
The parties acknowledge that they have read this Amendment, understand it, and
agree to be bound by its terms and conditions. Further, they agree that this
Amendment and the referenced Reseller Agreement are the complete and exclusive
statement of the agreement between the parties, superseding all proposals or
communications between the parties relating to this subject. Any reproduction of
this Amendment by reliable means will be considered an original of this
document. This Amendment shall be effective as of the date last executed below.
TIVOLI SYSTEMS, INC. MARIMBA, INC.
By: /s/ XXXXXX X. XXXXXXXX By: /s/ XXXXX XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxx
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Title: Dir. Outstanding Procurement Title: Chief Operating Officer
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Date: June 29, 1999 Date: June 29, 1999
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