EXHIBIT 10.4.12
[IBM Letterhead]
CONFIDENTIAL
Xx. Xxxxxx Xxxxxxxxxx
NetObjects, Inc.
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Re: Promotional Bundles
Dear Xxxxxx:
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 3.5(A) of Exhibit B to the Agreement, IBM and NetObjects
agreed to negotiate separate royalty arrangements for these promotional bundles
of the Licensed Work. IBM and NetObjects wish to agree to the terms under which
IBM will distribute ScriptBuilder version 2.0x ("ScriptBuilder") with IBM's
WebSphere Application Server v1.0 ("WAS"). Except as modified by this letter,
this promotional distribution will be subject to the terms and conditions of the
Agreement, including the technical support obligations therein.
1. From June 30, 1998 though September 30, 1998 (the "Promotion Period"), IBM
shall have the right to distribute ScriptBuilder under the terms and
condition of the Agreement to each owner of WAS ("End Users") by making
ScriptBuilder available to End Users on IBM's web site. To download
ScriptBuilder, IBM shall require End Users to provide a password or other
code from a coupon which IBM shall package with WAS. Prior to downloading
ScriptBuilder, each End User must accept the license terms attached hereto
as EXHIBIT A. This license, which shall be provided by NetObjects, is
intended to permit End Users to use one copy of ScriptBuilder for each
license of WAS owned by such End User. Notwithstanding the forgoing, IBM's
right under this letter shall be limited to distributions of ScriptBuilder
to End Users who acquire retail, stand-alone versions of WAS.
2. Except for the marketing arrangements specified below, the rights granted
to IBM herein to distribute ScriptBuilder shall be without charge to IBM or
End Users, notwithstanding anything contrary in the Agreement.
3. NetObjects shall prominently feature the availability of ScriptBuilder with
WAS on its web sites for NetObjects and ScriptBuilder.
4. In consideration for the rights granted to IBM herein, during the Promotion
Period, IBM agrees to:
a. Demonstrate ScriptBuilder as part of WAS demonstrations (sales, trade
shows, press etc.) selected by IBM in its discretion;
b. Include promotional brochure for ScriptBuilder in WAS packaging
(except WAS packaging included in bundles), which brochure shall
describe the features and benefits of ScriptBuilder and be produced by
IBM from content provided by NetObjects;
c. Refer to the promotional distribution of ScriptBuilder to End Users in
IBM's press releases devoted exclusively to WAS and in press and
analyst briefings devoted to WAS during PC Expo;
d. Permit one NetObjects employee to be present in IBM's booth at PC Expo
devoted to WAS for the purpose of answering questions concerning
ScriptBuilder;
e. Refer to ScriptBuilder and its features and benefits in "breakfasts",
training programs, trade shows and other sales channel events devoted
exclusively to WAS;
f. Refer to the promotional distribution of ScriptBuilder to End Users in
IBM's electronic and print advertising devoted exclusively to WAS (for
example, an animated electronic banner should include the phrase:
"Coupon for FREE copy of NetObjects ScriptBuilder");
g. Refer to the promotional distribution of ScriptBuilder to End Users in
IBM's web sites devoted exclusively to WAS and include a link to the
NetObjects web site on such IBM web sites;
h. Contribute WAS-oriented content to the ScriptBuilder web site; and
i. Provide NetObjects with a list of the names, addresses and electronic
mail addresses of End Users downloading ScriptBuilder under the
promotion distribution outlined herein based on data collected from
the page of IBM's web site devoted to the promotional distribution of
ScriptBuilder.
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 the
promotional distribution outlined herein.
Please sign below to indicate that the terms of this letter accurately reflect
our agreement for this promotional distribution.
ACKNOWLEDGED AND ACCEPTED
Sincerely,
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
/s/ Xxxxxxxx Xxxxx NetObjects, Inc.
Xxxxxxxx Xxxxx
Contract Administrator Title: EVP NetObjects
--------------------------------
Date: 7/8/98
--------------------------------
