EXHIBIT 10.4.11
[Lotus Development Corporation Letterhead]
CONFIDENTIAL
February 6, 1998
Mr. Xxxxx Xxxxx
Chief Executive Officer
NetObjects, Inc.
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Re: Promotional Bundles
Dear Xxxxx:
Reference is made to the NetObjects License Agreement, dated March 18, 1997, as
amended, between NetObjects, Inc. ("NetObjects") and International Business
Machines Corporation ("IBM"), (the "Agreement"). Capitalized terms used in this
letter, and not otherwise defined, shall have the meaning give to them in the
Agreement.
Pursuant to Section 5.4 of the Agreement, IBM may request a lower royalty for
the Licensed Work when a licensing transaction requires a substantial discount.
The following are the terms of these promotional bundles.
1. Licensed Work: NetObjects Fusion (versions 2 and 3)
2. Bundles: (a) NetObjects Fusion with Lotus Notes Designer for Domino
(b) NetObjects Fusion with Domino Intranet Starter Pack
3. Promotion Period: February 1, 1998 - September 30, 1998
4. Quantity: up to 200,000 units
5. Royalty: $[***] for the total 200,000 units (this equates to
$[***]/unit with every second unit bearing $[***] royalty, in consideration of
Lotus' investment in integrating Lotus Domino and NetObjects Fusion). The
parties agree that the $[***] royalty payment is guaranteed to NetObjects
whether or not all of the units are sold and shall be deemed fully paid on or
before September 30, 1998. The guaranteed royalty payment shall be credited
against the pre-paid royalties made by IBM to NetObjects. In the event of a
material change in the estimated retail price of Fusion, during the Promotion
Period, the parties shall renegotiate the royalty in good faith.
*** Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule
406.
6. Maintenance Offer: NetObjects offers Lotus the opportunity to deliver
NetObjects Fusion, during the Promotion Period, to Lotus' [***] Lotus Notes
Designer "maintenance" customers for a total royalty of $[***] (credited
against the pre-paid royalties made by IBM to NetObjects) plus in-kind
advertising assistance with a value of $[***]. This offer shall remain
valid through [January 31, 1998].
7. Marketing: The parties shall develop a joint marketing plan due on the
later of February 1st or first customer ship of the Bundle. The Lotus marketing
contact is Xxxx Xxxxxxxxxx and the NetObjects marketing contact is Xxxxx Xxxxx.
On or before June 1, 1998, the parties shall review the sales of the Bundle and
plan additional marketing efforts, if necessary.
8. Agreement: The terms of the Agreement remain in full force and effect and
shall apply to this Bundle, except as expressly provided above. In the event of
any conflict between the terms of this letter and the terms of the Agreement,
the terms of this letter shall control with respect to this promotional Bundle.
Please sign below to indicate that the terms of this letter accurately reflect
our agreement for this promotional bundle.
Sincerely,
Xxxxxx Xxxxxx
Senior Vice President
Lotus Development Corporation
ACCEPTED AND ACKNOWLEDGED
Xxxx Xxxxxxxxx
CFO, NetObjects, Inc.
Date February 6, 1998
*** Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule
406.
