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EXHIBIT 10.10
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION
HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
VERITAS SOFTWARE
LICENSE AGREEMENT FOR SOFTWARE PROGRAM SOURCES
VERITAS Software Corporation ("VERITAS"), a corporation with its principal
office at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, XX 00000 hereby grants, and ATL
Products, Inc. ("ATL") a corporation with principal office at 0000 X.
Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, hereby accepts, a temporary,
non-transferable and non-exclusive license to use such of the Software Program
Source referred to as "VERITAS Source." In consideration for VERITAS Source,
ATL hereby grants, and VERITAS hereby accepts, a temporary, non-transferable
and non-exclusive license to use such of the Software Program Source referred
to as "ATL Source". Such license grants are all in accordance with the
following terms and conditions:
1. SOFTWARE PROGRAM SOURCE:
1.1 "Source" as used herein shall mean program code in machine or
human readable form, including but not limited to, listings,
flow charts, logic diagrams, programming notes, notebooks,
binaries/object code, source code and any related
documentation furnished therewith.
1.2 "VERITAS Source" as used herein shall mean the Source
developed and owned by VERITAS as set forth below:
VERITAS' Sequoia Communications Framework Source as it exists
on the execution date of the License Agreement for Software
Program Sources ("License Agreement") noted below.
* VERITAS' Next Generation Sequoia Communications Framework
Source that uses [ ].
1.3 "ATL Source" as used herein shall mean the Source developed
and owned by ATL as set forth below:
* ATL's [ ].
2. TERM: The term for each Source License shall commence upon the
execution date of this License Agreement noted below and shall
continue unless terminated in accordance with the terms of Section 11.
* CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION
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3. LICENSE: ATL shall have the right to use VERITAS Source (or any
portion thereof) strictly for the Purpose described below in Section
4(a), and for no other purpose. VERITAS shall have the right to use
ATL Source (or any portion thereof) for the Purpose described below in
Section 4(b), and for no other purpose.
Both parties shall be entitled to make one (1) copy of the other
party's Source; said copies may be used only for archive purposes.
All copyright notices, proprietary notices and other legends must be
reproduced on any such copy.
4. PURPOSE/RIGHT TO USE:
(a) ATL shall have a non-transferable and non-exclusive license to
use VERITAS Source for the sole purpose of creating utilities
for VERITAS VxML product, including rights to:
(i) copy, have copies made and install on computer
systems for internal use purposes;
* (ii) [ ];
* (iii) [ ].
(b) VERITAS shall have non-transferable and non-exclusive license
to use ATL Source solely as an interface for VERITAS VxML
product. VERITAS' license to use ATL Source shall include
rights to:
(i) copy, have copies made and install on computer
systems for internal use purposes;
* (ii) [ ];
* (iii) [ ].
* (c) [ ].
* [ ]
* [ ]
* - [ ]
* - [ ]
* - [ ]
* - [ ]
* - [ ]
* - [ ]
* - [ ]
* CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION
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VERITAS will continue to receive a royalty free JMAPI GUI/Base
Monitor from ATL as defined above on an ongoing basis.
VERITAS will continue to receive ATL Source for ongoing
development and porting to new hardware including non-ATL DLT
hardware with release 2.0.
* 5. LICENSE FEES: [ ].
* 6. SUPPORT: [ ].
7. TITLE:
(a) VERITAS shall retain title to the VERITAS Source (in any
form). VERITAS Source shall remain the personal property of
VERITAS and shall not become part of other personal property
or real property by reason of annexation or otherwise. ATL
agrees not to loan, transfer, encumber, sell, or otherwise
dispose of the VERITAS Source without VERITAS' prior express
written permission; any such attempted disposal shall be void.
Furthermore the entire right, title, and interest to all
intellectual property that VERITAS is providing to ATL
pursuant to this License Agreement and the VERITAS Source,
tangible or intangible, including that which might be or might
become protectable by patent, copyright, trade secret,
trademark or any other legal theory, shall remain exclusively
with VERITAS.
(b) ATL shall retain title to the ATL Source (in any form). ATL
Source shall remain the personal property of ATL and shall not
become part of other personal property or real property by
reason of annexation or otherwise. VERITAS agrees not to
loan, transfer, encumber, sell, or otherwise dispose of the
ATL Source without ATL's prior express written permission; any
such attempted disposal shall be void. Furthermore the entire
right, title, and interest to all intellectual property that
ATL is providing to VERITAS pursuant to this License Agreement
and the ATL Source, tangible or intangible, including that
which might be or might become protectable by patent,
copyright, trade secret, trademark or any other legal theory,
shall remain exclusively with ATL.
8. DERIVATIVE WORKS:
(a) ATL shall retain right and title to any derivative works
permitted by this Agreement and based on VERITAS Source; such
right and title does not extend to any portion of the VERITAS
Source incorporated in such permitted derivative work.
* CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION
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(b) VERITAS shall retain right and title to any derivative works
permitted by this Agreement and based on ATL Source; such
right and title does not extend to any portion of the ATL
Source incorporated in such permitted derivative work.
9. NONDISCLOSURE: The Source being supplied pursuant to this License
Agreement is a trade secret of the supplying party and is of a highly
confidential and proprietary nature. ATL agrees not to disclose,
provide or otherwise make available VERITAS Source (or portion
thereof) and VERITAS agrees not to disclose, provide or otherwise make
available ATL Source in any form to any person other than its own
employees who have a need to know pursuant to Section 4 above without
the prior written approval of the other party. ATL shall, through
instruction or agreement, require each of its authorized employees to
maintain VERITAS Source and VERITAS shall, through instruction or
agreement, require each of its authorized employees to maintain ATL
Source in confidence as provided in this License Agreement; said
instruction or agreement shall not relieve ATL of its overall
responsibility for protecting the VERITAS Source or VERITAS of its
overall responsibility for protecting ATL Source.
10. WARRANTY: VERITAS SOURCE IS FURNISHED TO ATL AND ATL SOURCE IS
FURNISHED TO VERITAS ON AN "AS-IS" BASIS. BOTH PARTIES DISCLAIM ALL
WARRANTIES WITH REGARD TO THE SOURCE LICENSED HEREUNDER, INCLUDING ALL
WARRANTIES OF INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE.
12. LIMITATION OF LIABILITY: NEITHER PARTY SHALL HAVE ANY LIABILITY FOR
ANY DAMAGES INCLUDING, BUT NOT LIMITED TO DIRECT, SPECIAL, INDIRECT,
CONSEQUENTIAL AND TORT DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH,
THE USE OF THE SOURCE OR BREACH OF THIS LICENSE AGREEMENT.
13. TERMINATION: In the event either party neglects or fails to perform
or observe any of its obligations under this License Agreement,
including but not limited to, failure to make any payments as and when
due, or if any assignment shall be make for the benefit of its
creditors, or if either party admits an inability to pay its debts as
they mature, or a proceeding is instituted under any provision of any
Bankruptcy Act by or against either party, then the other party may
terminate this License Agreement and all Licenses granted hereunder
upon thirty (30) days written notice.
Either party may terminate this License Agreement and all Licenses
granted hereunder without cause upon six (6) months prior written
notice to the other party.
Within ten (10) days of the expiration or termination (for any reason)
of this License Agreement, ATL shall certify in writing that the
original, or portions thereof, and all copies (in any form) of the
VERITAS Source have been returned or destroyed; and VERITAS shall
certify in writing that the original, or portions thereof, and all
copies (in any form) of the ATL Source have been returned or
destroyed.
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14. SURVIVAL: The obligations of both parties contained in Sections 7 and
9 shall survive the expiration or termination (for any reason) of this
License Agreement.
15. ASSIGNMENT: This License Agreement and the Licenses granted
hereunder, may not be assigned, sublicensed, or otherwise transferred
by either party without the prior express written approval of the
other party.
16. GENERAL:
16.1 Failure of either party on any occasion to enforce any
provision of this License will not prevent enforcement on any
other occasion.
16.2 All of the rights and remedies of either party, (whether in
contract, tort or equity) shall be cumulative and may be
exercised singularly or concurrently.
16.3 This License Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of
California.
16.4 This License Agreement shall be binding upon and inure to the
benefit of each of the parties, their successors and assigns.
16.5 Except for "Essential Provisions," if any provision of this
License is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired
thereby. "Essential Provisions" are defined as Paragraphs 3,
7 and 9.
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute the License Agreement as of the 8th day of November
1996.
VERITAS SOFTWARE CORPORATION ATL PRODUCTS, INC.
By: By:
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Name: Name:
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Title: Title:
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