EXHIBIT 10.4.2
SECOND AMENDMENT TO NETOBJECTS LICENSE AGREEMENT
Agreement Number: L97063
This is the Second Amendment to the NetObjects License Agreement Number
L97063, dated March 18, 1997 (the "Agreement"). This Second Amendment to the
Agreement between NetObjects Corporation with an address at 0000 Xxxxxxxx Xxxx,
Xxxxxxx Xxxx, Xxxxxxxxxx 00000 ("NetObjects") and International Business
Machines Corporation with an address at Xxxxx 000, Xxxxxx, Xxx Xxxx 00000
("IBM") ("Amendment") is effective as of October 7, 1997. 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:
I. THE FOLLOWING IS HEREBY ADDED TO SECTION 5.0 OF EXHIBIT B OF THE AGREEMENT
AS THE THIRD PARAGRAPH OF SECTION 5.0 (FOLLOWING THE PAYMENT SCHEDULE):
In the even NetObjects requests that IBM make a payment in advance of the date
such payment becomes due under the above schedule, IBM shall make this payment
and NetObjects agrees to pay IBM interest on the advance payment at rate of 7.5%
per annum. This interest will start accruing on the date that such advance
payment is made by IBM, and will continue to accrue until the date that such
payment becomes due under the foregoing payment schedule.
The interest expense incurred by NetObjects is payable to IBM quarterly, on the
last day of each calendar quarter. The sum of all payments made under the above
schedule and the advance payments made by IBM to NetObjects hereunder will not
exceed the total amount due NetObjects under the foregoing schedule (i.e.
$10,452,800.00).
For example, if IBM pays NetObjects a $3,000,000.00 advance on August 1, 1997,
7.5% interest will accrue on the full $3,000,000.00 from August 1 until
September 30, 1997. On September 30, the 7.5% interest payment that has accrued
from August 1 until September 30 will be paid to IBM. On October 1, 1997, a
payment of $1,493,257.00 becomes due under the foregoing schedule. From October
1, 1997 until January 1, 1998, 7.5% interest will continue to accrue on the
remaining $1,506,743.00 ($3,000,000.00 - $1,493,257.00). On December 31, the
7.5% interest payment that has accrued from September 30 until December 31 will
be paid to IBM, and on January 1, 1998 a payment of $1,493,257.00 becomes due
under the foregoing schedule, so that interest will continue to accrue only on
the $13,486 that remains outstanding.
The Agreement remains in full force and effect in accordance with its terms,
except as such terms have been expressly modified by this Amendment. In the
event of any conflict between the terms of this Amendment and the terms of the
Agreement, this Amendment shall control. This Amendment constitutes the entire
understanding of the parties with respect to its subject matter and merges and
supersedes all prior communications, understandings and agreements between the
parties concerning the subject matter hereof. This Agreement shall not be
modified except by a writing subsequently dated, signed on behalf of each party
by a duly authorized representative.
This Amendment is executed by the authorized representatives of the parties as
of this date first set forth above.
NETOBJECTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
Date: Sept. 30, 1997
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INTERNATIONAL BUSINESS MACHINES CORPORATION
By:
Name:
Title:
Date:
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