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EXHIBIT 2
ALLIANCE AGREEMENT
THIS ALLIANCE AGREEMENT (this "AGREEMENT"), dated as of June 30, 2000,
is between Novadigm, Inc., a Delaware corporation ("NOVADIGM"), and
Hewlett-Packard Company, a Delaware corporation ("HP").
RECITALS
A. Among other things, HP is in the business of developing, marketing,
licensing, servicing and supporting network systems and enterprise management
software through its OpenView electronic enterprise and OpenView service
provider business segments ("HP OPENVIEW").
B. HP has decided to immediately discontinue developing, marketing and
licensing, and by December 31, 2001, discontinue supporting, HP OpenView's
Desktop Administrator products and services ("DTA").
C. Novadigm is currently marketing and licensing to end-users certain
digital asset management software and associated documentation and services that
are complementary to products and services offered by HP OpenView.
D. Novadigm and HP desire to (i) integrate the products of HP OpenView
with the products of Novadigm, (ii) jointly market and make available to
existing and prospective customers the products of HP OpenView and Novadigm, as
integrated, and (iii) provide customers the opportunity to replace DTA products
and services with Radia (as defined below), all pursuant to the terms and
conditions set forth in this Agreement.
E. As consideration for HP's entering into this Agreement, Novadigm
desires to issue to HP 940,000 shares of Common Stock, par value $0.001 per
share, of Novadigm ("COMMON STOCK") and a Warrant to purchase an additional
250,000 shares of Common Stock.
AGREEMENTS
In consideration of the recitals and the mutual promises, covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
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DEFINITIONS
In addition to the capitalized terms elsewhere defined herein, the
following terms, when used herein, shall have the following meanings:
"ALLIANCE" means the arrangement between Novadigm and HP set forth in
this Agreement and in the Integration Plan pursuant to which Novadigm will be
the HP OpenView global alliance partner for digital asset management software.
"ALLIANCE MANAGERS" means the management level employee designated by
each of Novadigm and HP to act as alliance managers pursuant to Section 2.1, and
any successors thereto pursuant to Section 7.7.
"COMPETITIVE PRODUCT" means a product, other than HP OpenView's IT
Administration product ("ITA") or Microsoft's SMS product, and any modifications
thereto or new versions thereof, that a customer would use to wholly replace DTA
or any Novadigm Product. For purposes hereof, a product could wholly replace
another product if the replacement product offers substantially similar
functionality as the replaced product and has the effect of reducing the
likelihood that a customer would purchase both the replacement product and the
replaced product.
"CONFIDENTIAL INFORMATION" means information disclosed by either party
to the other party, including prior to the date of this Agreement, in oral,
visual or written form that is treated as confidential (whether or not marked as
confidential) at the time of disclosure, including without limitation all code,
inventions, algorithms, know-how and ideas and other business, technical and
financial information.
"CUSTOMER" means any existing or prospective customer of HP.
"DOCUMENTATION" means the materials that a party provides to licensees
of such party's products to assist such licensees in understanding, using,
supporting and modifying such products.
"EXISTING DTA CUSTOMERS" means Customers with valid licenses to use DTA
products as of the date of this Agreement.
"INTEGRATION REPRESENTATIVE" means the senior software developer
designated by each of Novadigm and HP to act as integration representatives
pursuant to Section 2.3, and any successors thereto pursuant to Section 7.7.
"INTELLECTUAL PROPERTY RIGHTS" means copyrights, patent rights, trade
secrets and other intellectual property rights.
"NOVADIGM PRODUCTS" means the Enterprise Desktop Manager and Radia
products of Novadigm, including any modifications or Enhancements thereto, or
replacements or substitutions therefor, pursuant to product integration or other
efforts under this Agreement or otherwise.
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"OPENVIEW PRODUCTS" means the products of HP OpenView, excluding DTA and
ITA, and including, but not limited to, HP's OpenView VantagePoint products and
HP's OpenView Venture products and any modifications or Enhancements thereto, or
replacements or substitutions therefor pursuant to product integration or other
efforts under this Agreement or otherwise.
"RADIA" means the Radia products of Novadigm, including any
modifications or Enhancements thereto, or replacements or substitutions
therefor, pursuant to product integration or other efforts under this Agreement
or otherwise.
ARTICLE II
INTEGRATION OF NOVADIGM PRODUCTS AND OPENVIEW PRODUCTS
2.1 ALLIANCE MANAGERS. Within thirty (30) days of the date of this
Agreement, each of Novadigm and HP shall, after consultation with the other
party, appoint a management level employee to act as Alliance Manager. The
Alliance Managers shall act as contact liaisons between, and oversee the
activities of, the parties for the purposes of this Agreement and the parties'
obligations hereunder. The parties agree to cause the Alliance Managers to meet
at least once every calendar quarter during the term of this Agreement for the
express purpose of establishing priorities for the integration of the OpenView
Products and the Novadigm Products and the marketing and sales of the Novadigm
Products.
2.2 INTEGRATION PLAN. Within thirty (30) days after the date hereof, the
Alliance Managers, the Integration Representatives (as defined below) and such
other individuals as the parties deem appropriate, shall meet (the
"ORGANIZATIONAL MEETING") to begin developing and documenting in final form a
written plan (the "INTEGRATION PLAN") for obtaining integration of the Novadigm
Products and the OpenView Products with respect to user interfaces and
operational status and activities relating to the management of digital assets
and customer sites ("INTEGRATION") that includes, without limitation: (a) an
explanation of how such integration of the Novadigm Products and the OpenView
Products will be obtained and maintained, (b) a development and delivery
schedule, (c) a list of inputs or requirements (e.g., specifications, object
code, comments, equipment, etc.), if any, from each party that each deliverable
requires (the "REQUIREMENTS"), (d) estimated costs to obtain such integration of
the Novadigm Products and the OpenView Products and (e) any other information
that the parties deem appropriate. The Alliance Managers, the Integration
Representatives and such other appropriate individuals shall thereafter work
diligently together to complete the development and documentation of the
Integration Plan within ninety (90) days after the date hereof. The Integration
Plan shall include a schedule for introducing the first Novadigm Product
integrated with an OpenView Product within one hundred eighty (180) days of the
date of this Agreement. Notwithstanding the foregoing, each party will use
commercially reasonable efforts to cause each deliverable to substantially
conform to the list of minimum inputs or requirements ("MINIMUM INTEGRATION
REQUIREMENTS") set forth on Section I of Schedule A attached hereto within one
hundred eighty (180) days of the date of this Agreement.
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2.3 INTEGRATION REPRESENTATIVES. Within thirty (30) days of the date of
this Agreement, each of Novadigm and HP shall, after consultation with the other
party, appoint a senior software developer to act as Integration Representative.
The Integration Representatives shall be responsible for implementing the
integration of the Novadigm Products and the OpenView Products pursuant to the
Integration Plan and maintaining such integration during the term of this
Agreement. Each of the parties shall devote such personnel (who, with the
Integration Representatives, shall constitute the "DEVELOPMENT Team") and such
financial and other resources as shall be necessary to support the activities of
the Integration Representatives.
2.4 NOVADIGM DELIVERABLES. Novadigm shall provide to the Development
Team on an on-going basis the materials and items identified in the Requirements
required to be provided by Novadigm pursuant to the Integration Plan for the
sole purpose of allowing the Development Team to achieve and maintain the
integration of the Novadigm Products and the OpenView Products, and Novadigm
shall deliver the Novadigm Products required to implement the terms of this
Agreement.
2.5 HP DELIVERABLES. HP shall provide to the Development Team on an
on-going basis the materials and items identified in the Requirements required
to be provided by HP pursuant to the Integration Plan for the sole purpose of
allowing the Development Team to achieve and maintain the integration of the
Novadigm Products and the OpenView Products, and HP shall deliver the OpenView
Products required to implement the terms of this Agreement.
2.6 SUPPORT OF NOVADIGM PRODUCTS AND OPENVIEW PRODUCTS BETWEEN NOVADIGM
AND HP. Each party shall install and provide basic training and the equivalent
of level 2 engineering support with respect to its products to the other party
for purposes of obtaining and maintaining the integration of the Novadigm
Products and the OpenView Products pursuant to this Article II.
2.7 ENHANCEMENTS. In the event that Novadigm or HP modifies, updates or
enhances a Novadigm Product or an OpenView Product, respectively, to include new
features or functionality, support new operating systems, run on new hardware
architectures or otherwise that would have a material effect on the continued
integration of the Novadigm Products and the OpenView Products (an
"ENHANCEMENT"), such party shall, as soon as practicable prior to the release of
such Enhancement, notify the other party of such Enhancement in a writing that
includes reasonable detail regarding such Enhancement. Within thirty (30) days
after any such notification, the parties shall cause the Development Team to
develop and document in final form a plan to implement any other modifications
to the Novadigm Products and OpenView Products that shall be necessary to ensure
the continued integration of the Novadigm Products and the OpenView Products
(the "ENHANCEMENT PLAN") that includes without limitation: (a) a development and
delivery schedule, (b) a list of inputs or requirements (e.g., specifications,
code, comments, equipment, etc.), if any, from each party that each deliverable
requires, (c) estimated costs of completion and (d) any other information that
the parties deem appropriate. The Development Team shall thereafter work
diligently to implement the Enhancement Plan as soon as reasonably practicable.
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2.8 INTERNET AND E-COMMERCE RELATED PRODUCTS. Within ninety (90) days of
the date of this Agreement, and periodically thereafter, the Alliance Managers,
the Integration Representatives and such other individuals as the parties deem
appropriate, shall meet to discuss and evaluate in good faith additional
opportunities for integration, joint marketing and joint sales of existing or
proposed products of Novadigm and HP OpenView, including without limitation HP
OpenView's Internet and e-commerce products. To the extent that the parties
agree that such integration, joint marketing and joint sales would be beneficial
to Novadigm and HP, which the parties will use reasonable best efforts to agree
upon, the Development Team shall work diligently to develop specific plans and
timetables for the integrating of such products as soon as reasonably
practicable in accordance with this Article II and the Integration Plan and
shall work diligently to implement such plans in accordance with such
timetables. Novadigm and HP OpenView shall work diligently to jointly market and
jointly sell any products integrated pursuant to such plans in accordance with
Article III and the Joint Marketing and Sales Plan.
ARTICLE III
JOINT MARKETING AND SALES
3.1 MARKETING AND SALES PLAN. At the Organizational Meeting, the
Alliance Managers, the Integration Managers and such other individuals as the
parties deem appropriate, shall begin developing a strategy to implement the
plan for the marketing of the Novadigm Products and the OpenView Products and
the sales of the Novadigm Products set forth in Sections 3.2 through 3.9 below
(the "MARKETING AND SALES PLAN").
3.2 NOVADIGM SALES SUPPORT. As soon as reasonably practicable after the
date of this Agreement, Novadigm shall hire and train five (5) pairs of sales
representatives and technical consultants for the purpose of facilitating joint
marketing and sales activities between Novadigm and HP. In addition, as soon as
reasonably practicable after the date of this Agreement, Novadigm shall identify
or hire two (2) relationship managers for the direct HP sales channel, one (1)
of which shall be located in the United States and one (1) of which shall be
located in Europe, for the purpose of facilitating contracts with, and managing
sales activities with, such sales channel, along with appropriate technical
backup support.
3.3 JOINT ANNOUNCEMENT. As soon as reasonably practicable, but in no
event later than the second business day after the date of this Agreement,
subject to the agreement of both parties and the review of their respective
attorneys, the parties shall disseminate publicly a press release disclosing (a)
the formation of the Alliance and the parties' commitment thereto, (b) the
opportunity for DTA Customers to receive licenses to use Radia and (c) the
related investment by HP in Novadigm. On the date of issuance of such press
release and for a reasonable period thereafter, senior executive management of
each of the parties shall engage in joint press activities to promote the
Alliance and shall participate in meetings and conference calls with analysts,
value-added resellers, other alliance partners and others to promote the
Alliance.
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3.4 CO-MARKETING OF NOVADIGM PRODUCTS AND OPENVIEW PRODUCTS. Throughout
the term of this Agreement, the parties shall engage in various co-marketing
activities pursuant to the Marketing and Sales Plan and otherwise to promote the
Alliance, the integrated Novadigm Products and OpenView Products, and Novadigm
and HP OpenView as global alliance partners, including:
(a) on-going periodic references by each party to the Alliance, to
its commitment to the products of the other party and to its
commitment to the other party as a global alliance partner in
press releases; industry trade shows, user conferences, seminars
and other similar events; events for value-added resellers and
other members of indirect sales channels; marketing literature
and other marketing materials; and web sites and the like;
(b) participation of each party in trade shows, seminars, user
conferences, events for value-added resellers and other members
of indirect sales channels and other events sponsored by the
other party, in each case on the most favorable terms provided by
the sponsoring party to its other global alliance partners;
(c) a prominent statement of support by each party for the Alliance,
the other party's products and the other party as a global
alliance partner on such party's web site (e.g.,
xxx.xxxxxxxx.xxx, in the case of Novadigm, and
xxx.xxxxxxxx.xx.xxx, in the case of HP OpenView) and a prominent
hyperlink to the other party's web site on such party's web site,
which statements and hyperlinks shall be maintained at all times
during the term of this Agreement;
(d) listing of the Novadigm Products in all appropriate OpenView
product listings of HP, on HP OpenView's web site or otherwise;
(e) facilitation by HP OpenView of Novadigm's direct marketing
mailings to the OpenView customer base on a "blind mailing basis"
through an independent mailing house selected by HP OpenView (the
direct mailing lists shall contain customer contact information
of known customers registered upon initial usage of OpenView
Products);
(f) participation, from time to time during the term of this
Agreement, of members of executive management of each party in
joint press activities to promote the Alliance, the integrated
Novadigm Products and OpenView Products and Novadigm and HP
OpenView as global alliance partners and in meetings and
conference calls with analysts, value-added resellers and other
members of indirect sales channels, other global alliance
partners and others to promote the Alliance, the integrated
Novadigm Products and OpenView Products and each party as a
global alliance partner of the other party;
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(g) promotion by HP OpenView of the Novadigm Products as the premier
solution for software content and other digital asset management
(or other words to similar effect and to the extent warranted by
independent sources, e.g., GartnerGroup) to HP's OpenView sales
personnel and to its value-added resellers and other members of
its indirect sales channels; and
(h) arranging of joint sales calls or meetings of Novadigm and HP
OpenView sales personnel with Customers.
In addition, Novadigm shall use commercially reasonable efforts to cause its
sales personnel to (a) inform customers of the Alliance, (b) inform HP OpenView
Sales personnel of any customer that expresses an interest in licensing OpenView
Products and (c) direct such customer to information sources for OpenView
Products (e.g., HP OpenView's web site). Novadigm sales personnel shall not
market or promote, to Customers to which such Novadigm sales personnel were
introduced by HP OpenView sales personnel, products that are competitive with
OpenView Products and shall otherwise endorse OpenView Products to such
Customers. In promoting the other party's products and the Alliance, each party
shall treat the other party and the other party's products at least as favorably
as it does its other global alliance partners and their products.
3.5 MARKETING MATERIALS AND SUPPORT.
(a) Novadigm shall provide HP with reasonable quantities of
commercially available price schedules, system requirement
statements, flyers, brochures and other marketing materials for
the Novadigm Products in printed and acceptable electronic
formats.
(b) Novadigm shall provide technical training regarding the Novadigm
Products to HP OpenView sales and technical personnel as the
parties deem necessary and appropriate to carry out the
objectives of the Alliance.
(c) Novadigm shall provide HP OpenView sales personnel with
demonstration materials for the Novadigm Products, with
associated manuals and Documentation, in printed and acceptable
electronic formats, for purposes of conducting demonstrations of
the Novadigm Products to Customers.
(d) At HP's request, Novadigm shall provide marketing support at
conferences, business and trade shows, marketing seminars and the
like.
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3.6 REFERENCE-SELLING OF NOVADIGM PRODUCTS. As further set forth in
the Marketing and Sales Plan, HP shall cause its OpenView sales personnel to:
(a) endorse and promote the Novadigm Products as the premier solution
for software content and other digital asset management (or other
words to similar effect and to the extent warranted by
independent sources, e.g., GartnerGroup) to Customers (including
Existing DTA Customers) for use with the OpenView Products (and
not on a standalone basis);
(b) introduce to Novadigm sales personnel any Customer that expresses
an interest in Novadigm Products; and
(c) assist Novadigm sales personnel in licensing Novadigm Products to
Customers that express an interest in Novadigm Products,
including (i) arranging joint sales calls or meetings of Novadigm
and HP OpenView sales personnel with such Customers, (ii) making
follow-up sales calls to such Customers, (iii) to the extent
requested by such Customers or Novadigm sales personnel,
facilitating joint product demonstrations for such Customers and
(iv) inquiring of Novadigm sales personnel as to whether any
further actions of the HP sales personnel would be beneficial,
and, to the extent reasonably requested by such Novadigm sales
personnel, taking such actions.
3.7 PRICING OF PRODUCTS. Novadigm shall be responsible for
determining all pricing associated with Novadigm Products and HP shall be
responsible for all pricing associated with HP Products.
3.8 LICENSE OF PRODUCTS. Novadigm shall be responsible for the
license of Novadigm Products to Customers introduced to Novadigm sales personnel
pursuant to Section 3.6. HP shall be responsible for the license of OpenView
Products to Customers.
3.9 LICENSE OF NOVADIGM PRODUCTS BY HP. Notwithstanding the
foregoing, in the event a Customer explicitly requests in writing to license
Novadigm Products directly from HP, HP shall promptly deliver such written
request to Novadigm and Novadigm shall allow HP to re-license and offer support
for the relevant Novadigm Products to such Customer pursuant to the terms and
conditions of the HP OpenView Resale of Novadigm Products Agreement. Novadigm
and HP shall use commercially reasonable efforts to agree upon and finalize,
within ninety (90) days of the date of this Agreement, the terms of the HP
OpenView Resale of Novadigm Products Agreement, which shall provide, among other
things, that (a) HP shall pay a license fee to Novadigm equal to that which
Novadigm would charge its customers for a similar license, (b) Novadigm shall
deliver the applicable Novadigm Products to HP for delivery by HP to the
Customer, unless Novadigm and HP otherwise agree, (c) Novadigm shall provide
support to the relevant Customer, unless such Customer explicitly requests in
writing to receive support directly from HP, in which case, HP shall provide
level 1 support with respect to the relevant Novadigm Products and Novadigm
shall provide the equivalent of level 2 support with respect to the relevant
Novadigm Products for a specified fee and (d) HP shall notify Novadigm, on a
quarterly basis, of all licenses of Novadigm Products by HP pursuant to the HP
OpenView Resale of Novadigm Products Agreement during the applicable quarter. In
the event that a
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Customer explicitly requests to license Novadigm Products directly from HP in
the manner set forth above prior to the finalization of the HP OpenView Resale
of Novadigm Products Agreement, Novadigm and HP shall use commercially
reasonable efforts to enter into a license in customary form (with price and
payment terms to be agreed upon by Novadigm and HP) that would allow Novadigm to
re-license and offer support for the relevant Novadigm Products to such
Customer. Notwithstanding the foregoing, in no event shall HP solicit any
Customer to license Novadigm Products directly from HP.
3.10 MIGRATION FROM DTA TO RADIA.
(a) HP and Novadigm, in a manner similar to that set forth in Section
3.4, by oral communications and by written communications in
forms approved by Novadigm, shall inform all Existing DTA
Customers of the benefits of Radia as the premier solution for
software content and other digital asset management (or other
words to similar effect and to the extent warranted by
independent sources, e.g., GartnerGroup) and that such Customers
may receive from Novadigm a license to use Radia under the terms
and conditions described in Section 3.10(b), 3.10(c) or 3.10(d),
as the case may be.
(b) During the twelve (12)-month period after the date of this
Agreement, Novadigm shall provide to each Customer designated by
HP a license to use Radia at that number of desktops (or devices)
as such Customer is, as of the date of this Agreement, licensed
to use DTA if such Customer (i) is an Existing DTA Customer that
is, as of the date of this Agreement, receiving support for DTA
from HP under an agreement in full force and effect with HP or a
member of HP OpenView's indirect sales channel, (ii) indicates
its desire to receive such Radia license within six (6) months of
the date of this Agreement, (iii) begins implementation and
deployment of such Radia license within twelve (12) months of the
date of this Agreement and (iv) enters into a subscription and
support agreement with Novadigm for such Radia products for a
period of at least twelve (12) months providing for fees payable
to Novadigm at an annual rate no higher than that which Novadigm
charges its customers.
(c) During the twelve (12)-month period after the date of this
Agreement, Novadigm shall provide to each Customer designated by
HP a license, at a discount off the license fees that Novadigm
charges its customers for such licenses, to use Radia at that
number of desktops (or devices) as such Customer is, as of the
date of this Agreement, licensed to use DTA if such Customer (i)
is an Existing DTA Customer that is not, as of the date of this
Agreement, receiving support for DTA from HP under an agreement
in full force and effect with HP or a member of HP OpenView's
indirect sales channel, (ii) indicates its desire to receive such
Radia license within six (6) months of the date of this
Agreement, (iii) begins implementation and deployment of such
Radia license within twelve (12) months of the date of this
Agreement and (iv) enters into a subscription and support
agreement with Novadigm for such Radia products for a period of
at least twelve (12) months. In the event a Customer that meets
the requirements set forth in subsections (i) through (iv) above
explicitly requests in writing to license Radia
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directly from HP, HP shall promptly deliver such written request
to Novadigm and Novadigm shall allow HP to re-license Radia to
such Customer for use at that number of desktops (or devices) at
which such Customer is, as of the date of this Agreement,
licensed to use DTA pursuant to the terms of the HP OpenView
Resale of Novadigm Products Agreement or otherwise pursuant to
the terms and conditions of Section 3.9.
(d) HP agrees to use its commercially reasonable efforts to direct
Novadigm to provide licenses to use Radia only to Existing DTA
Customers at that number of desktops (or devices) as each of such
Customers is, as of the date of this Agreement, licensed to use
DTA. In the event that HP directs Novadigm to provide a license
to use Radia to a Customer that is not an Existing DTA Customer
or to an Existing DTA Customer but for the use of Radia at a
number of desktops (or devices) which exceeds the number of
desktops (or devices) at which such Customer is, as of the date
of this Agreement, licensed to use DTA, Novadigm shall not be
obligated to provide such license at no additional charge or at a
discount, as provided in Sections 3.10(b) or 3.10(c), and may,
instead, provide such license at a license fee to be determined
by Novadigm.
(e) In all cases in which Novadigm is not obligated to provide a
license to use Radia pursuant to Sections 3.10(b) or 3.10(c),
Novadigm may provide licenses to use Radia at license fees to be
determined by Novadigm.
(f) In the event that a Customer makes an inquiry regarding DTA
products, or otherwise indicates a desire to license DTA, HP
shall (x) inform such Customer of the availability and benefits
of Radia, both orally and by delivery of written materials, in a
form approved by Novadigm, and (y) direct such Customer to
designated Novadigm sales personnel to afford such sales
personnel the opportunity to sell Radia to such Customer as an
alternative to DTA products.
(g) Novadigm shall receive all revenues from agreements with DTA
Customers for the support of Radia products.
(h) As soon as reasonably practicable after the date of this
Agreement, to the extent that Novadigm and HP jointly determine
that the creation of DTA to Radia conversion and migration tools
is necessary and feasible, Novadigm and HP shall work together to
create such tools, including by devoting such personnel and such
financial and other resources as Novadigm and HP jointly
determine to be necessary. Novadigm shall own all Intellectual
Property Rights embodied in any such tools.
(i) HP hereby grants Novadigm a non-exclusive, worldwide,
royalty-free license to incorporate into Radia, and otherwise
use, HP's object code for DTA and other DTA technology (along
with the related Documentation) to facilitate the conversion from
DTA to Radia described in this Article III. HP shall retain and
own all Intellectual Property Rights embodied in DTA and the
related Documentation.
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3.11 MIGRATION FROM ITA TO RADIA.
(a) Novadigm and HP shall work together to offer Customers the
opportunity to migrate from ITA to Radia in a manner similar to
the migration process described in this Article III for DTA. Each
party will use commercially reasonable efforts to cause each of
its deliverables to substantially conform to the Minimum
Integration Requirements set forth in Section II of Schedule A
attached hereto. The parties will use commercially reasonable
efforts to accomplish the migration of Customers from ITA to
Radia within three hundred sixty-five (365) days of the date of
this Agreement pursuant to the high-level roadmap outlined in
Sections II and III of Schedule A.
(b) Within ninety (90) days of the date of this Agreement, the
Alliance Managers, the Integration Representatives and such other
individuals as the parties deem appropriate shall develop and
document in final form an ITA-to-Radia feature, functionality and
migration roadmap. Thereafter, Novadigm and OpenView shall
jointly prepare and approve (i) schedule and resource plans for
development project(s) to support delivery against the roadmap
and (ii) appropriate communications for Customers regarding the
migration of Customers from ITA to Radia. Following the
determination of a mutually agreed upon date on which the upgrade
product for ITA developed pursuant to the roadmap will be
available for licensing, Novadigm and HP shall work together to
inform ITA Customers about the opportunity to upgrade from ITA to
Radia, including by (A) arranging joint sales calls or meetings
of HP OpenView and Novadigm sales personnel with such Customers,
(B) making follow-up sales calls to such Customers, (C) to the
extent requested by such Customers or HP sales personnel,
facilitating product demonstrations of Radia and (D) to the
extent requested by HP sales personnel, taking other reasonable
follow-up actions.
ARTICLE IV
CONSIDERATION AND RELATED MATTERS
4.1 ALLIANCE CONSIDERATION.
(a) In consideration for HP's entering into the Alliance, within
three (3) business days from the date of this Agreement, Novadigm
shall:
(i) issue to HP, and deliver to HP a certificate or
certificates representing, 940,000 shares of Common Stock
(the "CONSIDERATION Shares"); and
(ii) issue and deliver to HP a warrant (the "WARRANT") to
purchase 250,000 shares of Common Stock (the "WARRANT
SHARES").
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(b) HP represents and warrants to Novadigm that:
(i) All corporate action on the part of HP, necessary for (A)
the authorization, execution, delivery and performance by
HP of this Agreement and the Stockholder Rights Agreement
and (B) the consummation of the transactions contemplated
hereby and thereby has been taken. This Agreement and the
Stockholder Rights Agreement are legal, valid and binding
obligations of HP, enforceable against HP in accordance
with their respective terms, subject to (x) the effect of
bankruptcy, insolvency, reorganization or other similar
laws relating to or affecting the rights of creditors and
(y) general principles of equity, regardless of whether
considered in a proceeding at law or in equity.
(ii) HP (A) has received such documents, materials and
information as HP deems necessary or appropriate for
evaluation of the Consideration Shares, the Warrant and
the Warrant Shares, (B) has such knowledge and experience
in financial and business matters that it is capable of
evaluating the merits and risks of its investment in the
Consideration Shares, the Warrant and the Warrant Shares,
(C) is an "accredited investor" as such term is defined in
Rule 501 promulgated under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), and (D) is acquiring the
Consideration Shares, the Warrant and the Warrant Shares
solely for its own account, for investment and not with a
view to the distribution or resale thereof.
(iii) HP understands that (A) the Consideration Shares, the
Warrant and the Warrant Shares will be characterized as
"restricted securities" under the Securities Act, inasmuch
as they are being acquired from Novadigm in a transaction
not involving a public offering, (B) under the Securities
Act and applicable regulations thereunder, such securities
may be resold without registration under the Securities
Act only in certain limited circumstances and (C)
certificates for the Consideration Shares, the Warrant and
the Warrant Shares shall bear a legend to such effect. HP
is familiar with Rule 144 of the Securities Act, as
presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act in
general. HP understands that, except as set forth in the
Stockholder Rights Agreement dated of even date herewith
between the parties (the "STOCKHOLDER RIGHTS AGREEMENT"),
Novadigm is under no obligation to register the
Consideration Shares, the Warrant or the Warrant Shares
under the Securities Act.
(iv) HP is acquiring the Consideration Shares, the Warrant and
the Warrant Shares for investment and has no intention of
participating in the formulation, determination or
direction of the basic business decisions of Novadigm.
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(c) Novadigm represents and warrants to HP that:
(i) All corporate action on the part of Novadigm necessary for
(A) the authorization, execution, delivery and performance
by Novadigm of this Agreement, the Stockholder Rights
Agreement or the Warrant, (B) the consummation of the
transactions contemplated hereby and thereby and (C) the
authorization, issuance, reservation for issuance and
delivery of the Consideration Shares and the Warrant
Shares has been taken. This Agreement, the Stockholder
Rights Agreement and the Warrant are legal, valid and
binding obligations of Novadigm, enforceable against
Novadigm in accordance with their respective terms,
subject to (x) the effect of bankruptcy, insolvency,
reorganization or other similar laws relating to or
affecting the rights of creditors and (y) general
principles of equity, regardless of whether considered in
a proceeding at law or in equity.
(ii) The Consideration Shares and the Warrant Shares have been
duly and validly reserved for issuance and, in the case of
the Consideration Shares, upon execution by HP of this
Agreement, and, in the case of the Warrant Shares, upon
receipt by Novadigm of the per share purchase price
therefor, or upon the automatic conversion thereof,
pursuant to the terms of the Warrant, will be duly and
validly issued, fully paid, non-accessible and free and
clear of all liens.
4.2 REFERENCE-SELLING CONSIDERATION.
(a) In consideration for the introductions and assistance described
in Section 3.6(c) of HP sales personnel pursuant to Section 3.6,
Novadigm shall pay to HP, which shall then promptly pay to the
sales personnel of HP providing such introductions and
substantial assistance, three percent (3%) of the license fee
(which fee shall not include any fees charged by Novadigm for
installation, maintenance, support or other services or training
of, or with respect to, the licensed Novadigm Product, whether
bundled or otherwise) received by Novadigm under each license to
use Novadigm Products which (i) results from such introductions
and assistance of such sales personnel and (ii) is not with a
Customer that had previously licensed a Novadigm Product (the
"REFERENCE-SELLING CONSIDERATION"); provided however, that no
Reference Selling Consideration shall be payable with respect to
licenses to use Radia entered into pursuant to Sections 3.10(b)
or 3.10(c).
(b) Payment to HP sales personnel of the Reference-Selling
Consideration by Novadigm in each calendar quarter shall be due
forty-five (45) days after the conclusion of each such quarter
and shall be accompanied by an activity report containing
information reasonably necessary for HP to verify the accuracy of
the payment for the quarter in question.
(c) HP shall cause its sales personnel to notify Novadigm, on a
quarterly basis, in writing or via e-mail with a writing to
follow, of each Customer that such sales personnel introduced to
Novadigm sales personnel.
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(d) Novadigm shall maintain records of transactions resulting from
such introductions and provide to HP a quarterly report of those
transactions, including dates and details regarding the closing
of each transaction, in writing or via e-mail with a writing to
follow.
ARTICLE V
TERM AND TERMINATION
5.1 TERM. The initial term of this Agreement shall be from the date
hereof and continue until the second anniversary of such date. This Agreement
shall be automatically renewed for successive one (1)-year periods thereafter
unless terminated at the end of the initial term or any subsequent one (1)-year
term by either party by written notice to the other party at least sixty (60)
days prior to the end of such term.
5.2 TERMINATION. This Agreement may be terminated by either party hereto
should the other party materially breach this Agreement. The termination of this
Agreement shall be effective sixty (60) days after delivery by the non-breaching
party of a written notice to the breaching party which describes in reasonable
detail the breach (except in the event of a breach of any party of Section 7.1
or a breach of HP of Section 7.2, in which case, the notice period shall be five
(5) days), provided such breach has not been cured within such notice period.
This Agreement may also be terminated by Novadigm should HP, within HP OpenView,
develop, market, distribute, license or sell (internally or through acquisition,
partnership or alliance ) a Competitive Product, which termination shall be
effective five (5) days after delivery by Novadigm of written notice to HP which
describes in reasonable detail the basis for such termination, provided such
basis has not been removed within such notice period.
ARTICLE VI
INTELLECTUAL PROPERTY RIGHTS
6.1 RETENTION OF RIGHTS. As between the parties, Novadigm shall retain
and own all Intellectual Property Rights embodied in the Novadigm Products. As
between the parties, HP shall retain and own all Intellectual Property Rights
embodied in the OpenView Products.
6.2 ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS.
(a) Novadigm hereby assigns to HP all Intellectual Property Rights in
the OpenView Products and in DTA which Novadigm may hereafter
acquire as a result of the DTA to Radia conversion, product
integration or other efforts under this Agreement.
(b) HP hereby assigns to Novadigm all of the Intellectual Property
Rights in the Novadigm Products which HP may hereafter acquire as
a result of the DTA to Radia conversion, product integration or
other efforts under this Agreement.
(c) Each party covenants to perform all acts and execute all
documents to perfect any such assignments under this Agreement.
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6.3 OBJECT CODE LICENSE.
(a) In support of the Integration Plan and the other obligations of
the parties hereunder, Novadigm hereby grants HP a non-exclusive,
worldwide, royalty-free license to use Novadigm's object code for
the Novadigm Products for the limited purpose described in
Section 2.4 during the term of this Agreement. HP shall be
entitled to make no more than a reasonable number of copies of
such object code, and the original object code and all copies
thereof shall be returned to Novadigm upon termination of this
Agreement.
(b) In support of the Integration Plan and the other obligations of
the parties hereunder, HP hereby grants Novadigm a non-exclusive,
worldwide, royalty-free license to use HP's object code for the
OpenView Products for the limited purpose described in Section
2.5 during the term of this Agreement. Novadigm shall be entitled
to make no more than a reasonable number of copies of such object
code, and the original object code and all copies thereof shall
be returned to HP upon termination of this Agreement.
(c) Each of Novadigm and HP agree and covenant to the other that it
will not decompile, disassemble or reverse engineer the object
code of the other.
6.4 TRADEMARK AND TRADE NAMES.
(a) Novadigm authorizes HP to use Novadigm trademarks and trade names
associated with the Novadigm Products in advertising and
promotional material for the Novadigm Products or the OpenView
Products; provided, however, that HP shall adhere to the
trademark guidelines of Novadigm as formulated from time to time.
(b) HP authorizes Novadigm to use HP trademarks and trade names
associated with the OpenView Products in advertising and
promotional material for the Novadigm Products; provided,
however, that Novadigm shall adhere to the trademark guidelines
of HP as formulated from time to time.
(c) Each party agrees to change, at its expense, any such material
which the other party, in its sole judgment, determines to be
inaccurate, objectionable, misleading or a misuse of the other
party's trademarks or trade names.
(d) The authorizations granted in this Section 6.4 shall terminate
automatically upon the termination of this Agreement.
6.5 NO IMPLIED LICENSES. Except as set forth expressly in this
Agreement, neither party, directly or by implication, by estoppel or otherwise,
grants to the other party any other rights or licenses under this Agreement.
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ARTICLE VII
OTHER OBLIGATIONS OF THE PARTIES
7.1 CONFIDENTIALITY. The parties have exchanged and intend to further
exchange information, including Confidential Information, as may be necessary to
further the objectives of the Alliance. Each party will hold in confidence and
not use or disclose any Confidential Information of the other except as
expressly allowed by this Agreement. Such obligation of a party shall not apply
to information that (a) has entered or enters the public domain or becomes
generally available to the public without breach of this Agreement, (b) is
hereafter properly disclosed to such party by a third party, (c) is
independently developed by employees or consultants of such party without the
use of or reliance upon the other's Confidential Information, (d) is disclosed
pursuant to court order or other legal process, or (e) was already in the
possession of the receiving party at the time of disclosure. Access to
Confidential Information shall not preclude an individual who has seen
Confidential Information from working on future projects which relate to similar
subject matters, provided that the individual does not make use of, rely upon or
reference the Confidential Information.
7.2 EXCLUSIVITY AND AGREEMENT NOT TO COMPETE.
(a) HP acknowledges that (i) HP's participation in the Alliance will
provide it with Confidential Information concerning the Novadigm
Products, (ii) the agreement not to compete contained in this
Section 7.2 is essential to protect the legitimate business
interests of Novadigm and (iii) Novadigm would not have entered
into this Agreement, but for the agreement not to compete
contained in this Section 7.2.
(b) HP agrees that, for a period of eighteen (18) months following
the date of this Agreement, for an additional period of six (6)
months so long as Radia maintains a Competitive Position (as
hereinafter defined) and for so long thereafter during the term
of this Agreement as HP remains satisfied, in its sole judgment,
that this Agreement meets its customer and other business needs
with respect to HP OpenView, it will not, within HP OpenView,
develop, market, license, distribute or sell (internally or
through acquisition, partnership or alliance) any Competitive
Product. For purposes hereof, Radia has maintained a "COMPETITIVE
POSITION" if, according to the most recent published report of
GartnerGroup containing its "software distribution magic
quadrant" (the "MAGIC QUADRANT"), Novadigm is not below the
median of all companies included in the Magic Quadrant with
respect to "completeness of vision" and "ability to execute."
(c) In the event that HP OpenView is planning to begin, or begins,
developing, marketing, licensing, distributing or selling a
Competitive Product, HP shall promptly notify Novadigm of such
plans or such activity.
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(d) Notwithstanding the provisions of Section 7.2(b) and
notwithstanding HP's decision to cease developing, marketing,
licensing, distributing and selling DTA, HP shall not be
prohibited from licensing DTA to Customers to the extent such
Customers request.
7.3 EQUITABLE REMEDIES. Each of Novadigm and HP acknowledges and agrees
that irreparable injury will result to the other party if Novadigm or HP
violates any of the terms of Section 7.1 or HP violates any of the terms of
Section 7.2, and that in the event of any such actual or threatened violation of
Section 7.1 by Novadigm or HP or of Section 7.2 by HP, the other party will have
no adequate remedy at law. Novadigm and HP accordingly agree that, in the event
of any actual or threatened violation by HP or Novadigm of any of Section 7.1 or
by HP of any of Section 7.2, the other party will be entitled to immediate
injunctive and other equitable relief, without bond and without the necessity of
showing actual monetary damages. Nothing in this Section 7.3 will be construed
as prohibiting Novadigm or HP from pursuing any other remedies available to it
for any such violation or threatened violation, including the recovery of any
damages that it is able to prove.
7.4 REASONABLE BEST EFFORTS. The parties agree to use reasonable best
efforts and act in good faith to further the objectives of the Alliance. It is
anticipated that each of the parties will expend the time of its employees and
other resources, including financial resources, to further the objectives of the
Alliance.
7.5 INTRODUCTIONS. Each party shall introduce and promote the other
party to its value-added resellers and other members of its indirect sales
channels to assist the other party in establishing direct relationships with
such value-added resellers and other members of its indirect sales channels and
otherwise encourage such value-added resellers and other members of its indirect
sales channels to engage in business with the other party. Each party shall
introduce the other party to its other alliance partners, including arranging
joint meetings in person or by telephone of Novadigm and HP with such alliance
partners, to assist the other party in establishing direct relationships with
such alliance partners and shall otherwise encourage such alliance partners to
engage in business with the other party.
7.6 SUPPORT OF PRODUCTS. Any support and maintenance to be provided to
Customers with respect to Novadigm Products shall be offered and provided by
Novadigm. Any support and maintenance to be provided to Customers with respect
to OpenView Products shall be offered and provided by HP.
7.7 REPLACEMENT OF ALLIANCE MANAGERS AND INTEGRATION REPRESENTATIVES. If
a party intends to replace its Alliance Manager or Integration Representative,
such party will first notify and consult with the other party in determining an
appropriate replacement, which in the case of an Alliance Manager, shall be a
management level employee, and in the case of an Integration Representative,
shall be a senior software developer.
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ARTICLE VIII
INDEMNIFICATION
Each party ("INDEMNIFYING PARTY") agrees to indemnify, hold harmless and
defend the other and its officers, directors and employees (each an "INDEMNIFIED
PARTY") from and against any and all losses, claims, damages, demands, actions,
judgments, settlements, costs (including reasonable attorneys' fees) and
expenses arising out of or in connection with a third party claim that the
Indemnifying Party's product infringes an Intellectual Property Right of
another, provided that the Indemnifying Party is notified promptly in writing of
such claim. The Indemnifying Party shall have the exclusive right to conduct the
defense of such action at its expense and with its own attorneys, in its own
name or, if necessary, in the Indemnified Party's name, and to make settlements
thereof; provided, however, that no compromise or settlement of any claim may be
effected by the Indemnifying Party without the Indemnified Party's consent
(which will not be unreasonably withheld) unless the sole relief provided is
monetary damages that are paid in full by the Indemnifying Party. If the
Indemnifying Party assumes the defense of an action, it shall not be liable for
(a) the attorneys' fees of the Indemnified Party, other than reasonable costs of
investigation, or (b) any settlement or compromise effected by the Indemnified
Party without the Indemnifying Party's consent. If notice is given to the
Indemnifying Party of a claim and the Indemnifying Party does not within fifteen
(15) days after such notice, give notice to the Indemnified Party of its
intention to assume the defense of such a claim, the Indemnified Party will be
entitled to conduct the defense of the claim subject to the Indemnifying Party's
indemnification hereunder; provided, however, that any compromise or settlement
of the claim shall not be effected without the consent of the Indemnifying Party
(which will not be unreasonably withheld). Notwithstanding anything to the
contrary above, the Indemnifying Party shall not be liable to the Indemnified
Party for any claim of infringement based on the Indemnified Party's (i) use of
other than the latest unmodified release of the Indemnifying Party's product
available, or (ii) combination of the Indemnifying Party's product with other
third-party software if infringement would not have occurred without the
combination.
ARTICLE IX
DISPUTE RESOLUTION AND LIMITATION OF LIABILITIES
9.1 DISPUTE RESOLUTION. Any dispute between the parties arising out of
this Agreement shall be resolved in accordance with this Section 9.1. In the
event that one party (the "NON-BREACHING PARTY") claims that the other party
(the "BREACHING PARTY") has breached or violated its obligations, agreements,
representations or warranties hereunder (a "CLAIM"), the Non-breaching Party
shall deliver written notice to the Breaching Party specifying in reasonable
detail the basis for such Claim. The Breaching Party shall have fifteen (15)
business days from the date of such notice (the "CURE PERIOD") to remove the
basis for such Claim. In the event that the Breaching Party does not remove the
basis for such Claim prior to the termination of the Cure Period, the Alliance
Managers shall negotiate in good faith to resolve such Claim within ten (10)
business days of the termination of such Cure Period. In the event the Alliance
Managers are unable to resolve such Claim within such ten (10) business days,
the negotiations regarding the Claim shall immediately escalate to
representatives of the parties holding positions no less
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influential than Senior Vice President or General Manager (or comparable
position) (the "OFFICERS") and the Officers shall negotiate in good faith to
resolve such Claim within five (5) business days of such escalation. If the
Officers are unable to resolve such Claim within such five (5) business days,
either of the parties shall be entitled to commence litigation, or take such
other actions as either of the parties deems appropriate, with respect to such
Claim, including with respect to the determination of the date on which the
breach or violation which forms a basis for such Claim occurred, in accordance
with Sections 10.12 and 10.13. If a Claim cannot be resolved by the Alliance
Managers or the Officers, the proceedings occurring pursuant to this Section 9.1
will have been without prejudice to the legal position of either party.
Notwithstanding the foregoing, neither party shall be obligated to follow the
procedures set forth in this Section 9.1 if such party desires to seek
preliminary or temporary relief of an emergency nature, or in the case of a
breach or violation or threatened breach or violation of Article VI, Section 7.1
or Article VIII.
9.2 LIMITATION OF LIABILITIES. Neither party hereto shall be liable to
the other party for damages claimed by such other party resulting from a Claim
in excess, in the aggregate, of fifteen million dollars ($15,000,000) (the
"LIABILITIES LIMITATION"); provided, however, that:
(a) the Liabilities Limitation shall not apply to Claims by either
party (i) resulting from the other party's breach of its
obligations, agreements, representations or warranties contained
in Article VI or Section 7.1, (ii) for indemnification pursuant
to Article VIII or (iii) based on the other party's fraudulent
actions, willful or fraudulent misconduct or claims of a similar
nature;
(b) with respect to Claims by each party, other than Claims for
direct damages, the Liabilities Limitation applicable to the
other party shall decrease by twelve and one-half percent (12.5%)
at the end of the three (3) month period beginning on the date of
this Agreement and at the end of each consecutive three (3) month
period thereafter, provided that the Liabilities Limitation
applicable to any Claim shall be the Liabilities Limitation in
effect as of the date on which the breach or violation which
forms a basis for such Claim occurs;
(c) with respect to Claims by Novadigm, other than Claims for direct
damages, HP may satisfy such Claims by returning to Novadigm that
number of Consideration Shares and/or Warrant Shares then held by
HP that has a value, based upon a price per share of $20, equal
to the amount of such Claims.
ARTICLE X
MISCELLANEOUS
10.1 EXPENSES. Each of Novadigm and HP shall bear its own expenses in
all performance under this Agreement.
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10.2 NOTICES. Any notices required, permitted or desired to be given
hereunder shall be delivered personally, sent by overnight courier or mailed,
registered or certified mail, return receipt requested, to the following
addresses, and shall be deemed to have been received on the day of personal
delivery, one (1) business day after deposit with a nationally recognized
overnight courier or five (5) business days after deposit in the mail:
If to Novadigm, to: Novadigm, Inc.
Xxx Xxxxxxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxx, Xxx Xxxxxx 00000
Attention: Albion X. Xxxxxxxxxx
Attention: Xxxxxx X. Xxxxxxxx
with a copy to: Xxxxxx Xxxxxx Xxxxx
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxx, Esq.
If to HP, to: Hewlett-Packard Company
0000 Xxxxxxx Xxxxxx, XX 20 BQ
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxx
Attention: Xxxxxxx X. Xxxxxxx, Esq.
with copies to: Hewlett-Packard Company
0000 Xxxxxxx Xxxxxx, XX 20 BT
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: C.D. Portfolio
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
or to such other address as any party may specify in a written notice given to
the other parties hereto.
10.3 RELATIONSHIP OF PARTIES. Novadigm and HP are independent parties.
Nothing in this Agreement is intended to make either party an agent, partner,
employee, joint venturer or legal representative of the other party. Neither
party shall have, nor represent itself to have, any authority to bind the other
party or to act on its behalf. Accordingly, personnel supplied by either party
will be deemed employees of the supplying party and will not for any purpose be
considered to be employees of the other party or have any authority to act on
behalf of the other party except as otherwise specifically provided for in this
Agreement
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10.4 ENTIRE AGREEMENT. This Agreement and the Stockholder Rights
Agreement and the Warrant, together with all schedules and exhibits hereto and
thereto, all other documents expressly referred to herein and therein and all
documents delivered contemporaneously herewith or therewith, constitute the
final agreement of the parties concerning the matters referred to in those
agreements and supersede all prior agreements and understandings, including the
Confidential Disclosure Agreement effective December 22, 1999 between Novadigm
and HP.
10.5 HEADINGS. Headings in this Agreement are for convenience of
reference only and are not to be used to interpret this Agreement.
10.6 SEVERABILITY. If any term or provision of this Agreement shall be
found to be illegal or unenforceable, then, notwithstanding such finding, this
Agreement shall remain in full force and effect and such term or provision shall
be deemed stricken or modified as necessary, provided that the intent of this
Agreement is maintained.
10.7 ASSIGNMENT. This Agreement (including any grant of license) shall
not be assigned or transferred by either party without the prior written consent
of the other party.
10.8 SUCCESSORS AND ASSIGNS. This Agreement will bind and inure to the
benefit of the respective successors and permitted assigns of the parties
hereto, whether so expressed or not.
10.9 AMENDMENT. This Agreement can only be modified by a written
agreement duly signed by the parties hereto.
10.10 WAIVER. No failure to exercise, and no delay in exercising, on the
part of either party, any power or any rights hereunder will operate as a waiver
thereof, nor will any single or partial exercise of any right or power hereunder
preclude further exercise of any other right hereunder.
10.11 SURVIVABILITY. Section 7.1, Section 7.2 (if this Agreement is
terminated within two years of the date hereof), Article VIII, Article IX and
Article X shall survive the termination of this Agreement.
10.12 GOVERNING LAW. This Agreement shall be deemed to have been made in
and shall be construed pursuant to the laws of the State of Delaware, without
regard to conflicts of law provisions thereof.
10.13 VENUE. Any litigation instituted by one party against the other
party relating to a Claim must be filed before a court of competent jurisdiction
in the State of California, County of Santa Xxxxx.
10.14 COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed an original and all of which together shall
constitute one instrument.
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SCHEDULE A
MINIMUM INTEGRATION REQUIREMENTS
I. BASE-LEVEL INTEGRATION OF NOVADIGM PRODUCT INTO OPENVIEW PORTFOLIO
PRODUCTS
A. VantagePoint context sensitive console launch
B. VantagePoint/NNM inventory import
C. Venture (GUI) integration
D. Service Desk integration - for example:
1. Context-sensitive console launch
2. Generate actual vs desired CI-level configuration (for
remote trouble-shooting)
3. Remotely trigger agent to investigate & correct actual to
desired state; roll forward and roll back, etc.
II. ITA PRODUCT REPLACEMENT
A. Enhanced inventory
1. Platforms (3)
a. HP-UX
b. Solaris
c. AIX
d. Win/NT
2. Scope
a. Add agent collection methods for missing inventory
attributes (system software, system hardware,
natively installed applications, etc - 100+
additional attributes) for UNIX platforms (1a-c)
b. Add "out-of-the-box" population of SQL database
with inventory attributes from all 4 platforms
B. Support SD packages (similar to current MSI support)
1. Platforms (3)
a. HP-UX
b. Solaris
c. AIX
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2. Scope
a. Support SD (POSIX format) packages in "MSI" mode
(i.e., Novadigm s/w can interpret information
presented externally by SD package). Scalability
and configuration management features of Novadigm
products should work.
C. User/access management
1. Platforms (5)
a. HP-UX
b. Solaris
c. AIX
d. NT/Win 2K
e. Oracle on HP-UX and NT
2. Scope
a. User/account management inventory collection
methods added on UNIX platforms above.
b. Add account management inventory collection
methods for NT/Win 2K (domain level) and Oracle
(on HP-UX and NT).
c. Add account management action (add/modify/delete)
methods for all 5 platforms.
d. Add/modify user management attributes to directory
service interface and traversal.
III. ITA TO NOVADIGM MIGRATION
A. Software depot conversion - tools or documentation
B. Management server infrastructure conversion/mapping -
documentation
C. Deployment of Novadigm solution - documentation
D. Training for users/administrators on new use models -
documentation
E. ITA to Novadigm model conversion - tools or documentation
