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EXHIBIT 10.2
AMENDMENT 1
to
OEM Software Licensing and Distribution Agreement ▇▇. ▇▇▇-▇▇▇▇▇▇▇▇▇
between
▇▇▇▇▇▇ Corporation and Novadigm, Incorporated
This Amendment 1 is hereby made a part of and incorporates the terms of the OEM
Software Licensing and Distribution Agreement ▇▇. ▇▇▇-▇▇▇▇▇▇▇▇▇ between ▇▇▇▇▇▇
and Novadigm ("Agreement") as of December 20, 1996 ("Effective Date").
1. Unlimited Use Licenses
(a) Novadigm grants ▇▇▇▇▇▇ the right to sell [*]unlimited use
sublicenses (i.e., an unlimited amount of copies of any or all Licensed
Programs) to customers to be mutually agreed to in writing by ▇▇▇▇▇▇ and
Novadigm and selected primarily from ▇▇▇▇▇▇'▇ sublicensees of Licensed
Program as of the Effective Date of the Amendment.
(b) ▇▇▇▇▇▇ shall pay to Novadigm as a royalty for each sublicense in 1.
(a) above [*] of the sublicense fees it charges to each such customer
(which royalty shall not be less than [*] or more than [*] and which
shall be deducted from the then outstanding balance of Minimum Royalty
Commitments unless and until such balance is zero. At the time such
balance is zero for more than 90 consecutive days, the right to sell an
unlimited use sublicense in 1. (a) above will terminate immediately
unless there is an outstanding unlimited use sublicense proposal to such
customer. If there is an outstanding unlimited use sublicense proposal
to such customer, the right to sell the unlimited use sublicense to such
customer order this Paragraph 1 will terminate 90 days from the date the
Minimum Royalty Commitment reaches zero.
(c) In the event that ▇▇▇▇▇▇ has sold a sublicense (which is less than
an unlimited use sublicense as described in 1. (a) above) to each such
customer after the Effective Date of this Amendment. ▇▇▇▇▇▇ shall be
entitled to offer the customer the option to convert such license into
an unlimited use sublicense for an additional sublicense fee only so
long as 1. (a) is not terminated. With the exception of [*], the total
royalty payment to Novadigm for such customer (original sublicense fee
plus the sublicense fee due upon execution of the unlimited option)
shall not exceed the amounts noted in 1. (b).
2. Targeted Marketing Licenses
(a) Novadigm grants ▇▇▇▇▇▇ the rights to sell sublicenses of Licensed
Programs to customers, the selection of which will be mutually agreed to
in writing by ▇▇▇▇▇▇ and Novadigm. However, such customers shall not be
the same customers selected under 1. (a) above. ▇▇▇▇▇▇ and Novadigm
agree to cooperate with each other in the marketing of these sublicenses
in support of ▇▇▇▇▇▇ sales of such sublicenses.
(b) ▇▇▇▇▇▇ shall pay to Novadigm as a royalty for each sublicense in 2.
(a) above [*] of the sublicense fee it charges to each such customer
(which sublicense fee shall be mutually agreed to by ▇▇▇▇▇▇ and
Novadigm), which royalty shall be remitted to Novadigm and not deducted
from any outstanding balance of Minimum Royalty Commitments. The
provisions of this subparagraph shall continue while any such customer
remains a sublicensee of Licensed Programs and during the term of the
Agreement.
3. FDM Adapters and Novadigm Distributed Managers
Novadigm agrees to provide the Adapters and Distributed Manager, if and
when available, listed on Exhibit A to ▇▇▇▇▇▇ for sublicensing to ▇▇▇▇▇▇'▇
sublicensees of Licensed Programs as of December 31, 1996 and to customers
under Paragraph 1 and 2 above, at the then current price.
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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4. NT Servers
(a) Provided that ▇▇▇▇▇▇ pays to Novadigm royalties of $1,000,000
outside the Minimum Royalty Commitment for the sales of sublicenses of
any Licensed Programs during the quarter ending December 31, 1996 and
that ▇▇▇▇▇▇ makes its EnVista family of NT servers capable of running
the Licensed Programs, ▇▇▇▇▇▇ is granted a license for the EDM:Manager
for NT and the SMS Adapter to be sublicensed as Licensed Programs on the
EnVista family of NT servers by ▇▇▇▇▇▇, subject to the terms and
conditions of the Agreement, except ▇▇▇▇▇▇ shall have no obligation to
pay a sublicense fee or any royalty for or with respect to such
sublicenses.
(b) ▇▇▇▇▇▇ and Novadigm shall mutually agree to a press release
with respect to the arrangement in 4.(a) above.
5. Internal Use License
(a) Novadigm grants to ▇▇▇▇▇▇ a nonexclusive, nontransferable right
and license to reproduce and use Licensed Programs, Documentation and
Novadigm Derivatives at no charge for internal productive use purposes
by its employees and the employees of its subsidiaries.
(b) Maintenance for such licenses shall be at the previously agreed
to price for Licensed Programs under license to ▇▇▇▇▇▇ and its
subsidiaries from Novadigm.
6. Integrated Solutions
(a) In order to provide ▇▇▇▇▇▇ with an incentive to sell Integrated
Solutions, Novadigm agrees that the royalty to be paid by ▇▇▇▇▇▇ to
Novadigm for such sublicenses shall be [*] of the
Novadigm list price or such mutually agreed to discounted price,
provided that ▇▇▇▇▇▇ submits to a quarterly forecasting process, for
sales of Integrated Solutions and provided that commissions for such
sales are higher than commissions for sales of Stand-alone EDM. Such
royalties shall be deducted form the then outstanding balance of Minimum
Royalty Commitments unless and until such balance is zero and then such
royalty will be remitted to Novadigm.
(b) Integrated solutions shall include any Licensed Programs which
are licensed by ▇▇▇▇▇▇ in conjunction with the appropriate licenses for
either A+AccessMaster, A+OpenMaster, A+AssetMaster or A+Qualipac.
(c) Novadigm agrees to license the Adapters and Distributed Manager,
if and when available, listed on Exhibit A to ▇▇▇▇▇▇ for sublicense in
the Integrated Solutions so long as all of the conditions in 6.(a) and
6.(b) above have been met and during the term of the Agreement.
(d) Section 6.(c) and 3 notwithstanding, ▇▇▇▇▇▇ shall not have the
right to license EDM Adapters and Distributed Manager to customers
listed on Exhibit B except by written approval of Novadigm.
7. Stand-alone EDM
(a) Novadigm agrees that the royalty to be paid by ▇▇▇▇▇▇ to
Novadigm for Stand-alone EDM shall be [*] of the Novadigm list
price or such mutually agreed to discounted price to such customers in the
Customer Territory for a 120 day period commencing on the date such customer
has been approved in writing by Novadigm. For the purpose of this paragraph,
such customer shall be deemed to be approved if the Novadigm business manager
fails to provide the
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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▇▇▇▇▇▇ business manager with written notification within 10 business days
from receipt of such written request by the ▇▇▇▇▇▇ business manager. Such
royalties shall be deducted from the then outstanding balance of Minimum
Royalty Commitments unless and until such balance is zero and then such
royalty will be remitted to Novadigm.
(b) Novadigm agrees to license the Adapters and Distributed Manager, if and
when available, listed on Exhibit A to ▇▇▇▇▇▇ for sublicense to such
approved customers that sublicense the Licensed Program during the 120 day
period referenced in 7.(a) and during the term of the Agreement.
All other terms and conditions of the Agreement remain in effect.
For ▇▇▇▇▇▇ Corporation For Novadigm Incorporated
Accepted and agreed to by: Accepted and agreed to by:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ALBION ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Albion ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and General manager Title: Chairman
A Software Group
Date: 12/20/96 Date: 12/31/96
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EXHIBIT A
Adapters
Remedy Action Request System
Atria ClearCase
Intersolv PVCS
Janus Technologies Argis
IBM RACF
CA ACF2
CA TopSecret
SNMP
Microsoft SMS
Distributed Manager
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ALBION ▇▇▇▇▇▇▇▇▇▇
-------------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Albion ▇▇▇▇▇▇▇▇▇▇
For ▇▇▇▇▇▇ 12/20/96 For Novadigm 12/31/96
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EXHIBIT B
[*]
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ALBION ▇▇▇▇▇▇▇▇▇▇
----------------------------------- ---------------------------------------
For ▇▇▇▇▇▇ 12/20/96 For Novadigm 12/31/96
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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▇▇▇▇▇▇ AMENDMENT 1 LISTS
FOR
UNLIMITED USE LICENSE
AND TARGETED MARKETING LICENSES
DECEMBER 20, 1996
[*]
For ▇▇▇▇▇▇ Corporation For Novadigm Incorporated
Accepted and agreed to by: Accepted and agreed to by:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ALBION ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------- ----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Albion ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Title: Chairman
General Manager
A+Software Group
Date: 12/20/96 Date: 12/31/96
*CERTAIN CONFIDENTIAL INFORMATION ON THIS
PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
