EXHIBIT 10.4.5
FIFTH AMENDMENT TO NETOBJECTS LICENSE AGREEMENT
Agreement Number: L97063
Fifth amendment, effective January 14, 1999 (the "Amendment") to the NetObjects
License Agreement, dated March 18, 1997, including all amendments thereto (the
"Agreement"), between NetObjects Corporation with an address at 000 Xxxxxxxxx
Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000 ("NETOBJECTS") and International Business
Machines Corporation with an address at Xxxxx 000, Xxxxxx, Xxx Xxxx 00000
("IBM"). 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:
The following sections are added to Exhibit B of the Agreement, entitled
"Royalty Rate for Licensed Works":
3.8 Business Partner Package
3.8.1 "Business Partner Package" shall mean a copy of a Licensed
Work that is not Bundled with any hardware or software, and is
licensed to IBM Business Partners (as defined below) in accordance
with the terms of the applicable NetObjects end user license for the
Licensed Work.
3.8.2 "IBM Business Partner" shall mean a business entity through
which IBM or its Subsidiaries, directly or indirectly, markets
products or services to customers in the regular course of business,
including IBM's Subsidiaries or its or their agents, distributors,
dealers, resellers, remarketers, solution providers, and integrators,
pursuant to (i) a written agreement or (ii) qualification under an
approved business partner program.
3.8.2 Business Partner Packages may be distributed by IBM to IBM
Business Partners from the effective date of this Amendment and
continuing for the term of the Agreement.
3.8.3 In lieu of the Royalty Rates set forth in Sections 3.1
through 3.5 of Exhibit B, the Royalty Rate for Business Partner
Packages is 50% of the Royalty Rate for N.O. Packages.
All other terms of the Agreement remain in full force and effect and shall apply
to Business Partner Packages, except as expressly provided above. Any copy of
this Amendment by reliable means, for example photocopy or facsimile, shall be
deemed an original. This Amendment shall not be altered except in a writing
executed by the parties. This Amendment and the Agreement supersede all
previous agreements relating to the subject matter hereof, whether oral or in
writing, and constitute the entire agreement of the parties with respect to this
subject matter
IN WITNESS WHEREOF, the parties have caused this Amendment Number 5 to be
executed below by their duly authorized representatives.
INTERNATIONAL BUSINESS NETOBJECTS, INC.
MACHINES CORPORATION
BY: /s/ Xxxxxxx X. Rerros BY: /s/ X. Xxxxxxx
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NAME: Xxxxxxx X. Rerros NAME: X. Xxxxxxx
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TITLE: Contract Relations Advisor TITLE: VP Finance
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DATE: 1/15/99 DATE: 1/15/99
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