Exhibit 10.12
Software Distribution Agreement
This Software Distribution Agreement (the "Agreement") is made and
entered into this 5th day of June, 1997 by and between Network-1 Software &
Technology, Inc., a Delaware corporation with its principal offices at 000 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Network-1") and Trusted
Information Systems, Inc., a Delaware corporation with offices at 00000 Xxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("TIS").
1. Definitions. As used in this Agreement:
(a) "Confidential Information" shall mean confidential or other
proprietary information that is disclosed by either party to the other under
this Agreement including, without limitation, software, code and designs,
product specifications and other confidential business information. Confidential
information shall not include information which (i) is or becomes public
knowledge without any action by or involvement of a party; (ii) has been
independently developed other than pursuant to this Agreement; (iii) constitutes
residuals (the "Residuals") as such term is defined in paragraph 6 of the
Non-Disclosure Agreement, dated April 7, 1997, between Network-1 and TIS; (iv)
is disclosed by a party with the prior written approval of the other party; or
(v) is disclosed pursuant to any judicial or government order provided that such
party gives the other party sufficient prior notice to contest such order.
(b) "Derivative Work" means any work which is based upon one or more
pre-existing works such as a revision, modification, translation, abridgement,
condensation, expansion, collection, compilation or any other form in which such
pre-existing work may be recast, transformed or adopted, and which, in the
absence of this Agreement or other authorizations by the owner of the
pre-existing work, would constitute a copyright infringement. Derivative Work
does not include Residuals.
(c) "Effective Date" shall mean the date identified on the signature
page of this Agreement as the effective date.
(d) "End User(s)" means any person or entity which is granted a
sublicense by TIS (including its resellers and distributors), in accordance with
this Agreement, to use the Licensed Product as a component of the TIS Gauntlet
Firewall Product.
(e) "TIS Gauntlet Firewall Product" shall mean the family of firewall
and other software products developed by and for and owned by TIS for use on
Microsoft based operating systems (including, but not limited to, Windows/NT and
Windows 95) as set forth on Exhibit "A" (including any such additional products
to be added by any unilateral amendments provided by TIS to Network-1) and any
Updates or Upgrades relating to such products.
(f) "TIS Gauntlet/Licensed Product" shall mean the TIS Gauntlet
Firewall Product which includes the Licensed Product as a component.
(g) "Intellectual Property Rights" shall mean all forms of intellectual
property rights and protections that may be obtained for or may pertain to, the
Licensed Product, Confidential Information and marks and may include without
limitation:
(i) all right, title and interest in and to all Letters Patent
and all filed, pending or potential applications for Letters Patent,
including any reissue, reexamination, division, continuation or
continuations -in-part applications throughout the world now or
hereafter filed;
(ii) all right, title and interest in and to all trade secret
rights and equivalent rights arising under the common law, state law,
federal law and laws of foreign countries;
(iii) all right, title and interest in and to all mask works,
copyrights, other literary property or authors rights, whether or not
protected by copyright or as a mask work, under common law, state law,
federal law and laws of foreign countries; and
(iv) all right, title and interest in and to all proprietary
indicia, trademarks, tradenames, symbols, logos and/or brand names
under common law, state law, federal law and laws of foreign countries.
(h) "Licensed Product" means Network-1's NDIS Shim software product as
defined in Exhibit B, as it may be amended from time to time including any and
all Updates and Upgrades.
(i) "Net Receipts" shall mean the actual gross receipts less sales,
use, excise, value added or other similar taxes and allowances for returns,
defects and replacements received by TIS from distribution of the TIS
Gauntlet/Licensed Product (or the TIS Gauntlet Firewall Product without the
Licensed Product (for the period ending December 31, 1998 pursuant to Section
6(b) herein). If the TIS Gauntlet/Licensed Product is distributed with other
products that do not contain the TIS Gauntlet/Licensed Product in a bundle for a
single price, the Net Receipts attributable to the TIS Gauntlet/Licensed Product
will be determined by pro rating the receipts from the sale or license of the
package according to the suggested retail prices, or if no suggested retail
price is announced, the values established by TIS for the separate works
contained in the package, whether or not such products are distributed
separately, provided that such values are reasonably related to the values or
cost of the separate products. Net Receipts will not include any receipts from
copies of the TIS Gauntlet/Licensed Product which are distributed by TIS to
previous purchasers of the TIS Gauntlet/Licensed Product as back-up, replacement
or update copies for which TIS does not receive its standard payment. No
Royalties will be credited or paid to Network-1 with respect to any receipts
from copies of the TIS Gauntlet/Licensed Product supplied for promotional
purposes (as well as evaluation purposes) to the press, trade, sales
representatives or potential customers for the TIS Gauntlet/Licensed Product.
Amounts received by TIS as deposits or advances will not be deemed to have been
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received until shipment of the TIS Gauntlet/Licensed Products to the End User
making the deposit or advance has been made against such deposit or advance.
Partial payment of an invoice will be pro-rated over all products included in
the invoice. Amounts received by TIS in foreign currencies will be deemed
converted into U.S. dollars at the exchange rate on the date of actual payment.
(j) "Royalties" shall mean the royalties payable with respect to
distribution of the TIS Gauntlet/Licensed Product as described in Section 6
hereof.
(k) "Source Code" shall mean program code applicable to the Licensed
Product, expressed in the form suitable for modification by humans as well as
any Updates and Upgrades as defined herein and any and all applicable related
documentation.
(l) "Specifications" shall mean the published Specifications applicable
to the Licensed Product that are in effect as of the date the Licensed Product
is delivered to TIS. During the term, if Network-1 substantially amends its
specifications, Network-1 shall inform TIS of the revised Specifications.
(m) "Term" shall mean the period beginning on the Effective Date and
terminating on the date this Agreement is terminated under Section 13 hereof.
(n) "Update" means the release of the Licensed Product which is a minor
release or bug fix or an error correction.
(o) "Upgrade" means a new revision of the Licensed Product that
includes enhancements which increase performance or increase functionality for
which Network-1 charges a license fee.
2. Grant of License.
(a) Subject to the terms and conditions set forth in this Agreement,
Network-1 hereby grants to TIS a worldwide, perpetual (subject to termination as
provided in Section 13), non-exclusive license to (i) incorporate and/or bundle
the Licensed Product only with the TIS Gauntlet Firewall Product and to market,
distribute, and sublicense the Licensed Product solely as a component of the TIS
Gauntlet Firewall Product; and (ii) to use the License Product for testing,
demonstration, training, promotional and evaluation purposes by its personnel,
end users, resellers and distributors.
(b) If Network-1 should make any Updates or Upgrades to the Licensed
Product, Network-1 shall make (at no additional cost to TIS) the same available
to TIS under the terms and conditions of this Agreement.
(c) TIS may not modify, enhance or otherwise change the Licensed
Product except to the extent required to integrate the Licensed Product with the
TIS Gauntlet Firewall
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Product. Any such permissible modification, enhancement or change to the
Licensed Product by TIS shall be the exclusive property of TIS (the "TIS
Modifications") and TIS will automatically grant Network-1, a worldwide, fully
paid-up, non-exclusive, perpetual, irrevocable license to market, sublicense,
use and distribute the TIS Modifications except that Network-1 may not
sublicense, distribute or otherwise provide the TIS Modifications to direct
competitors of TIS as listed on Exhibit C hereto (Exhibit C may be amended by
TIS upon consent of Network-1 which shall not be unreasonably withheld).
(d) TIS agrees to allow Network-1 to enforce its rights under any
agreement TIS may have with any third party or End User to protect any
confidentiality and proprietary property of Network- 1 included in the Licensed
Product.
(e) Except as otherwise provided herein, TIS shall not copy the
Licensed Product in whole or in part, except as reasonably necessary for
archival backup purposes and for use by TIS of the Licensed Product as permitted
under this Agreement. TIS agrees to reproduce on all documentation relating to
the TIS Gauntlet/Licensed Product, proprietary trademark or copyright markings
as follows: "The NDIS Shim is a product of Network-1 Software & Technology,
Inc."
(f) Network-1, at its sole discretion, shall have the right to modify
the Licensed Product at any time during the Term provided that Network-1
provides TIS with Beta source code relating to such modification as soon as it
is available and gives TIS thirty (30) days prior notice of such change,
including any revised or additional Specifications.
(g) All licenses to End Users, whether granted by TIS directly or
through a reseller or distributor, shall contain TIS' standard license, a copy
of which is attached hereto as Exhibit D.
3. Source Code Escrow.
Network-1 has deposited in escrow with TIS the Source Code which shall
be maintained in escrow by TIS in a secure environment at its office location at
00000 Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (or such other location TIS
provides Network-1 upon 30 days prior notice). TIS shall employ such procedures
with respect to the Source Code that are no less restrictive than the strictest
procedures used by it to protect its own confidential and proprietary source
code which procedures shall be no less than reasonable care. TIS shall allow a
limited number of its employees and consultants (a list of consultants will be
provided to Network- 1 prior to access) to have access to the Source Code
provided such employees or consultants execute confidentiality agreements in the
form annexed hereto as Exhibit E, and only for the following purposes: (i)
integrating the Licensed Product with TIS Gauntlet Firewall Product and (ii)
maintenance and bug fixes.
4. Marketing and Distribution of the Licensed Product.
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TIS will be responsible for and have sole discretion (except as
otherwise expressly provided herein) with respect to determining and
implementing all or any marketing strategies, policies or programs relating to
the distribution of the Licensed Product by TIS as provided herein, including,
without limitation, methods of marketing, pricing, packaging, labeling and
identification, protection, advertising, terms and conditions of sale and/or
license, collection of end users' names, scope and expense of marketing, and use
of warranty or user registration procedures. TIS shall have the right to
distribute the Licensed Product in accordance with the terms of this Agreement
in a variety of forms, and by any variety of methods, in its sole discretion.
5. Delivery and Acceptance.
(a) Delivery. Network-1 has delivered the Licensed Product to TIS and
will provide (at no additional cost to TIS) all Updates and Upgrades to TIS'
designated representatives of which TIS will advise Network-1 in writing. TIS
has evaluated the Licensed Product and the Licensed Product is hereby deemed
accepted by TIS. Except as set forth in Section 6 hereof, TIS shall not be
required to make any payments to Network-1 with respect to the Licensed Product.
6. Royalty Payments.
(a) Non-Refundable Royalty Payment. Upon execution of this Agreement,
TIS shall pay to Network-1 a non-refundable advance against Royalties of
$500,000 (the "Non-Refundable Advance"). The Non-Refundable Advance will be
credited to TIS' account against which all future Royalties of TIS pursuant to
Section 6(b) herein shall be applied until the Non-Refundable Advance is thereby
drawn down in its entirety. TIS shall have no obligation to pay Royalties to
Network-1 until the Royalties payable pursuant to Section 6(b) exceed $500,000
(the amount of the Non-Refundable Advance). Notwithstanding the aforementioned
credit against Royalties, in no event shall TIS be entitled to a refund of any
portion of the Non-Refundable Advance.
(b) Royalty Payments. Beginning on the date of TIS' first shipment of a
particular TIS Gauntlet/Licensed Product, and continuing through and including
December 31, 1998 (the "Initial Period") regardless of whether the Licensed
Product is distributed as a component of such particular TIS Gauntlet Firewall
Product during the Initial Period, TIS shall be obligated to Network-1 for
Royalties of * percent (*%) of TIS' Net Receipts derived from such particular
TIS Gauntlet Firewall Product. (For example, if during the Initial Period Net
Receipts from a particular TIS Gauntlet/Licensed Product are $5 million and Net
Receipts from the same particular TIS Gauntlet Firewall Product distributed
without the Licensed Product are $5 million - the Royalties credited Network-1
shall be *% of $10 million or $*). Beginning on January 1, 1999 and continuously
thereafter or until this Agreement is terminated in accordance with the
provisions of Section 13 hereof, TIS' obligation to Network-1 for Royalties
shall equal *% of the
* This material has been omitted pursuant to a request for confidential
treatment and has been filed separately with the Securities and Exchange
Commission.
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Net Receipts derived solely from the TIS Gauntlet/Licensed Product. All royalty
payments pursuant to this Section 6(b) shall be made by TIS to Network-1 on a
quarterly basis, within thirty (30) days following the end of each calendar
quarter.
(c) Reports of Royalties. TIS shall deliver to Network- 1, along with
its payment of Royalties due for each quarter, a written report showing, in
reasonable detail, its calculation of Royalties payable with respect to such
calendar quarter. TIS shall maintain such books and records as are necessary to
properly calculate the amount of Royalties to be paid pursuant to this
Agreement. A certified public accountant to be chosen by Network- 1, and
approved by TIS (which approval shall not be unreasonably withheld), may, upon
reasonable notice and during normal TIS business hours, but no more often than
once each year, inspect the records of TIS on which such reports are based. Any
information revealed in such inspections shall be confidential and not disclosed
to anyone, except to the extent necessary to identify to Network-1, TIS or any
fact finder in any action instituted to enforce the terms of this Agreement, any
inaccuracy which may be found in the amount of Royalties due to Network-1 or
except as otherwise provided by law. The fees and expenses of the independent
certified public accountant shall be paid by Network-1, unless the inspection
uncovers an underpayment for the evaluation period in question in excess of 5%
of the amount actually paid by TIS during the period of the audit, in which case
the fees and expenses of the certified public accountant shall be paid by TIS.
7. Support. Network-1 shall provide TIS with technical support in
connection with integration of the Licensed Product with the TIS Gauntlet
Firewall Product which shall include (i) up to one (1) week on-site support for
purposes of integration of the Licensed Product with the TIS Gauntlet Firewall
Product, (ii) support for bug fixes related to the Licensed Product and (iii)
support for modifications to the Licensed Product caused by operating system
changes provided that the Licensed Product is then currently offered by
Network-1 on such operating system. Except as otherwise provided herein,
following TIS' release of the TIS Gauntlet/Licensed Product, any technical
support provided by Network-1 to TIS on site shall be billed at Network-1's
standard rates of $2,000 per day.
8. Intellectual Property Rights. Except as otherwise specifically
provided in this Agreement, TIS hereby acknowledges that Network-1 and its
licensors (as their interests may appear) retain all Intellectual Property
Rights (including, without limitation, any and all related patents, trademarks,
copyrights or proprietary or trade secret rights) in the Licensed Product and
Confidential Information, including, without limitation, all corrections,
modifications and other Derivative Works to the Licensed Product. Except for the
TIS Modifications, TIS hereby assigns to Network-1 all Intellectual Property
Rights it may hereafter possess in the Licensed Product and Confidential
Information and all Derivative Works and agrees (i) to execute all documents,
and take all actions, that may be necessary to confirm such rights, and (ii) to
retain all proprietary marks, legends and patent and copyright notices that
appear on the Licensed Product or Confidential Information delivered to TIS by
Network-1 and all whole or partial copies thereof.
9. Confidentiality. TIS agrees to observe complete confidentiality with
respect
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to the Confidential Information, not to disclose or permit any third party or
entity access to, the Confidential Information (or any portion thereof) without
the prior written approval of Network-1 (except such disclosure which is
required to perform any obligations under this Agreement) and to insure that any
employees, or any third parties who receive access to the Confidential
Information, are advised of the confidential and proprietary nature thereof and
are prohibited from copying, utilizing or otherwise revealing the Confidential
Information in any manner not already permitted under this agreement or the
Non-Disclosure Agreement between the parties, dated April 7, 1997. Without
limiting the foregoing, TIS agrees to employ with regard to the Confidential
Information, procedures no less restrictive than the strictest procedures used
by it to protect its own confidential and proprietary information which
procedures shall be no less than reasonable care.
10. Warranties. Network-1 represents and warrants that (i) the Licensed
Product is, and the Upgrades and Updates will be, the original creation of
Network-1, Network-1 is the sole and exclusive owner of the Licensed Product,
and will be the sole and exclusive owner of the Upgrades and Updates (except as
otherwise disclosed to TIS) and, Network-1 has the rights to grant licenses
therefor as granted to TIS under this Agreement, (ii) the grant to and the
exercise by TIS of any and all rights set forth in this Agreement and
Network-1's disclosures to TIS pursuant to this Agreement do not, and will not,
violate the U.S. patent rights, copyrights, trade secret rights, trademark
rights or other proprietary contractual or other rights of any third party,
(iii) for a period of ninety (90) days following the first use of the Licensed
Product by an End User, the Licensed Product and Upgrades will substantially
conform to and operate as described in applicable Specifications, and (iv)
Network-1 has full power and authority to enter into this Agreement and to grant
the rights and obligations set forth herein and this Agreement is enforceable in
accordance with its terms.
11. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 10
HEREIN, NETWORK-1 DISCLAIM(S) ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO
THE LICENSED PRODUCT FURNISHED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ALL
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12. Indemnification.
(a) By Network-1. Network-1 agrees to indemnify, hold harmless and
defend TIS, its officers, directors, employees, contractors, licensors and
agents, from any claims, liabilities, damages, costs and expenses (including
reasonable attorneys' fees and costs of suit) to the extent they arise out of
(i) a material breach of this Agreement by Network-1, (ii) a breach of any of
the representations and warranties set forth in Section 10 hereof or any other
representations set forth in this Agreement and (iii) any claims of infringement
of any U.S. copyright, patent or trade secret or other proprietary rights,
arising from the Licensed Product and any modification, enhancement or misuse of
the Licensed Product by Network-1. If Network-1 receives notice of an alleged
infringement, Network-1 shall use its best efforts, subject to commercial
reasonableness, to either obtain the right to continue use of the Licensed
Product,
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or to modify the Licensed Product so that it is no longer infringing.
(b) By TIS. TIS agrees to indemnify, hold harmless and defend
Network-1, its officers, directors, employees, contractors, licensors and
agents, from any claims, liabilities, damages, costs and expenses including
reasonable attorneys' fees and costs of suit) to the extent they arise out of
(i) a material breach by TIS of the terms and provisions of this Agreement, and
(ii) any claim of infringement of any U.S. copyright, patent or trade secret or
other proprietary rights relating to the TIS Gauntlet Firewall Product excluding
any such claim relating to the Licensed Product.
(c) Indemnification Conditions. Promptly after receipt by Network-1 or
TIS of notice of any claim that may affect the Licensed Product or the
commencement of any action, proceeding, or investigation in respect of which
indemnity or reimbursement may be sought as provided above, such party (the
"Indemnitee") shall notify the party from whom indemnification is claimed (the
"Indemnitor"), but the failure of such Indemnitee to notify the Indemnitor with
respect to a particular action, proceeding or investigation shall not relieve
the Indemnitor from any obligation or liability (i) which it may have pursuant
to this Agreement if the Indemnitor is not substantially prejudiced by the
failure to notify or (ii) which it may have otherwise than pursuant to this
Agreement. The Indemnitor shall promptly assume the defense of the Indemnitee
with counsel reasonably satisfactory to the Indemnitee, and the fees and
expenses of such counsel shall be at the sole cost and expense of the
Indemnitor. The Indemnitee will cooperate with the Indemnitor in the defense of
any action, proceeding or investigation for which the Indemnitor assumes the
defense. Notwithstanding the foregoing, the Indemnitee shall have the right to
employ separate counsel in any action, proceeding, or investigation and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Indemnitee unless (i) the Indemnitor has agreed
to pay such fees and expenses, (ii) the Indemnitor shall have failed promptly to
assume the defense of such action, proceeding or investigation and employ
counsel reasonably satisfactory to the Indemnitee, or (iii) in the reasonable
judgment of the Indemnitee there may be one or more defenses available to the
Indemnitee which are not available to the Indemnitor with respect to such
action, claim, or proceeding, in which case the Indemnitor shall not have the
right to assume the defense of such action, proceeding or investigation on
behalf of the Indemnitee. The Indemnitor shall not be liable for the settlement
by the Indemnitee of any action, proceeding or investigation effected without
its consent, which consent shall not be unreasonably withheld. The Indemnitor
shall not enter into any settlement in any action, suit or proceeding to which
the Indemnitee is a party, unless such settlement includes a general release of
the Indemnitee with no payment by the Indemnitee of consideration.
13. Term and Termination.
(a) Term of Agreement. Subject to the foregoing limitation, this
Agreement shall continue perpetually, unless terminated in accordance with the
provisions of Section 13 below.
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(b) Termination. TIS may terminate this Agreement effective at the end
of any calendar year beginning with the year ended December 31, 1998 by giving
Network-1 prior written notice at any time during the month of October preceding
such year end. Network-1 may terminate this Agreement upon thirty (30) days
prior notice if for any two consecutive calendar quarters after December 31,
1998, TIS does not pay Network-1 minimum Royalties of $* per quarter, payment to
be provided in accordance with the terms of this Agreement. In addition, if at
any time after December 31, 1998, TIS does not offer the Licensed Product as
part of any TIS Gauntlet Firewall Product for any ninety (90) day period,
Network-1 shall have the right to terminate this Agreement upon thirty (30) days
prior notice.
(c) Termination Upon Breach. Each party shall have the right to
terminate this Agreement provided (i) such party provides thirty (30) days prior
notice to the other party; (ii) the other party is in a material breach of any
of the terms of this Agreement; and (iii) the prior breach is not cured within
such thirty (30) day period. Any such notice shall provide, in reasonable
detail, a description of the alleged breach and the requested cure of that
breach.
(d) Effect of Termination. In the event of a termination of this
Agreement pursuant to this Section 13, TIS shall have the right, for a period of
180 days, to distribute its existing inventory of the TIS Gauntlet/Licensed
Product pursuant to the terms of this Agreement. Any such termination shall not
affect the rights of any End User that has purchased the TIS Gauntlet/Licensed
Product from TIS in accordance with the terms of this Agreement prior to its
termination. Upon termination of this Agreement, for any reason, TIS will return
to Network-1 all copies of the Licensed Product or certify to Network-1 that TIS
has destroyed all such copies, except that TIS may retain one (1) copy of the
object code for the Licensed Product solely for the purpose of supporting its
existing licensees.
14. Limitation of Liability. EXCEPT FOR PAYMENTS DUE PURSUANT TO
SECTION 6 HEREIN AND THE INDEMNIFICATION PROVISIONS OF SECTION 12 HEREOF, IN NO
EVENT SHALL EITHER PARTY (OR ITS LICENSORS) BE LIABLE FOR ANY LOSS REVENUES OR
PROFITS OR OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS
AGREEMENT OR RELATED TO THE LICENSED PRODUCT, EVEN IF THE PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
15. General Provisions.
(a) Export Compliance. The rights and obligations of TIS shall be
subject to such United States laws and regulations as shall from time to time
govern the license and delivery of technology abroad by persons subject to the
jurisdiction of the United States, including the Export Administration Act of
1979, as amended, any successor legislation to the Export Administration Act of
1979, and the Export Administration regulations issued by the Department
* This material has been omitted pursuant to a request for confidential
treatment and has been filed separately with the Securities and Exchange
Commission.
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of Commerce, International Trade Administration, Office of Export
Administration. TIS agrees that it shall not, directly or indirectly, export,
reexport or transship the Licensed Product or any parts or copies thereof in
such manner as to violate such laws and regulations in effect from time to time.
(b) Publicity. Neither party shall, without first obtaining the written
consent of the other party, which consent shall not be unreasonably withheld,
announce this Agreement in a press release or other promotional material. In
addition, neither party shall disclose the terms and conditions of this
Agreement to any third party, except as may be required (i) to implement and
enforce the terms of this Agreement, or (ii) by legal procedure or by law, or
(iii) by Network-1 in connection with an Initial Public Offering ("IPO"). In the
case of clause (iii) above, Network-1 may, for the sole purpose of initiating or
affecting its IPO, disclose the full terms and conditions of this Agreement only
to its legal counsel, its investment bankers, its investment bankers' legal
counsel, securities regulatory authorities and potential investors who are bound
by a confidentiality agreement covering the terms and conditions of this
Agreement as Confidential Information of Network-1 and TIS. In addition,
Network-1 may disclose in a prospectus for an IPO such material information
concerning this Agreement as the attorneys who advise Network-1 on matters
relating to the Securities Act of 1933, as amended, shall advise is necessary to
be disclosed in such prospectus. A copy of the proposed IPO prospectus
disclosure shall be provided to TIS and TIS shall not unreasonably withhold its
consent to such disclosure.
(c) Equitable Relief. Each party acknowledges that any breach of its
obligations under this Agreement with respect to the grant of the license
hereunder, Intellectual Proprietary Rights or Confidential Information will
cause the other party irreparable injury for which there are inadequate remedies
at law, and that such party will be entitled to seek equitable relief with
respect to any such breach in addition to all other remedies provided by this
Agreement or available at law.
(d) Successors and Assigns. Except as otherwise provided herein, this
Agreement may not be assigned in whole or in part by either party without the
prior written consent of the other party, except either party may assign this
Agreement without the other's prior written consent to an Affiliated Entity, or
in the event of a merger or other reorganization involving such party, or sale
of all or substantially all of such party's assets. For purposes hereof,
Affiliated Entity shall be defined as entity controlled by, or under common
control with, such party. This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the parties hereto and their successors and
assigns.
(e) Governing Law. This Agreement will be governed and interpreted in
accordance with the laws of the State of New York without reference to conflicts
of law principles.
(f) Relationship of Parties. Neither party will have and will not
represent that it has, any power, right or authority to bind the other party or
to assume or create any obligation or responsibility, express or implied, on
behalf of the other party or in the other party's name,
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except as herein expressly provided. Nothing stated in this Agreement shall be
construed as constituting TIS and Network-1 as partners or as creating the
relationship of principal/agent, employer/employee or franchise/franchisee
between the parties.
(g) Attorneys' Fees. In the event that any legal action is required in
order to enforce or interpret any of the provisions of this Agreement, the
prevailing party in such action shall recover all reasonable costs and expenses,
including attorneys' fees, incurred in connection therewith.
(h) Further Actions. At any time and from time to time, each party
agrees without further consideration, to take such action and to execute and
deliver such documents as may be reasonably necessary to effectuate the purposes
of this Agreement.
(i) Waiver. The failure of either party to enforce any provision of
this Agreement shall not be deemed a waiver of that or any other provision of
this Agreement.
(j) Force Majeure. Except for the obligation to make payments as
provided herein, nonperformance of either party shall be excused to the extent
the performance is rendered impossible by strike, fire, flood, governmental acts
or orders or restrictions, failure of suppliers, or any other reason where
failure to perform is beyond the reasonable control of and is not caused by the
negligence of the nonperforming party.
(k) Severability. If any of the provisions of this Agreement are found
or deemed by a court of competent jurisdiction to be invalid or unenforceable,
they shall be severable from the remainder of the Agreement and shall not cause
the invalidity or unenforceability of the Agreement.
(l) Notices. Notices to either party shall be in writing and shall be
deemed delivered when served in person or three business days after being
deposited in the United States mail, first-class certified mail, postage
prepaid, return receipt requested, or one business day after being dispatched by
a nationally recognized one-day express courier service addressed as follows:
To Network-1: Network-1 Software & Technology, Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Attn:
Xxxxxx Xxxxx, President
with a copy to: Xxxxx Xxxxxx & Xxxx, LLP
1350 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxxxxx, Esq.
To TIS: Trusted Information Systems, Inc.
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00000 Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, Esq.
with a copy to: Xxxxxxx X. Xxxxxxxxx, Esq.
Trusted Information Systems
0000 Xxxxxxxxxx Xxxx (Xxxxx 00)
Xxxxxxxxx, Xxxxxxxx 00000
(m) Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof, and, with the
exception of the Non-Disclosure Agreement, dated April 7, 1997, between the
parties, supersedes in its entirety any and all written or oral agreements or
understandings previously existing between the parties with respect to such
subject matter. Each party acknowledges that it is not entering into this
Agreement on the basis of any representations not expressly contained herein.
Any amendments or modifications of this Agreement must be in writing and signed
by both parties hereto.
(n) All section headings herein are inserted for convenience only and
shall not modify or affect the construction or interpretation of any provision
of this Agreement.
(o) Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed an original, and
all of which together shall constitute one and the same instrument.
12
IN WITNESS WHEREOF the parties have entered into this Agreement as of
the date first set forth above.
Network-1 Software & Technology, Inc.
By: /s/ Xxxxxx Xxxxx
--------------------
Printed Name:Xxxxxx Xxxxx
---------------
Title: President
---------------------
Trusted Information Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------
Printed Name:Xxxxxxx X. Xxxxxxxxx
---------------------------
Title: Director of Contracts
---------------------------
Effective Date: June 5, 1997
13
Exhibit A
List of TIS Gauntlet Firewall Products
--------------------------------------------------------------------------------
IGINL Gauntlet Internet Firewall for WinNT
--------------------------------------------------------------------------------
GPEF Gauntlet PC Extender for Win3.1/Win.11
--------------------------------------------------------------------------------
GPEG Gauntlet PC Extender for Win95
--------------------------------------------------------------------------------
GHNTL Gauntlet Internet Firewall System NT
--------------------------------------------------------------------------------
As of 6/4/97
Exhibit B
Description of NDIS SHIM
Network-1 is providing TIS with the full source code and "Make" files for a
Microsoft Windows-NT NDIS Shim and the source code to install the Shim on the
Windows-NT operating system. The NDIS Shim is an intermediate NDIS driver
that "binds" to all Ethernet Adapters and to which all protocol stacks "bind"
to the Shim. The installation code will seemlessly add the Shim to the NDIS
bindery via the Network Control Panel Applet with a Microsoft standard
OEMSETUP.INI file. The Shim will allow all packets received from the adapters
or protocol stacks (regardless of protocol) to be passed to a queuing driver
so that the packet can be processed at a later time. It will also allow
another driver to send packets to it for writing to the network adapters or
to the protocol stacks. Network-1 is also providing TIS with the full source
code and "Make" files for a Microsoft Windows-NT intermediate driver. *
The source code for installing this driver is also included.
Network-1 is also providing TIS with the full Source Code and "Make" files for
another Microsoft Windows-NT driver. *
* This material has been omitted pursuant to a request for confidential
treatment and has been filed separately with the Securities and Exchange
Commission.
Exhibit C
TIS COMPETITORS
1. Altivista Internet Software Inc.
2. ANS Communications
3. Borderware
4. Check Point Software Technologies Inc.
5. Cyberguard Corp.
6. Cycon Technologies
7. Global Internet Software Group Inc.
8. Global Technology Associates Inc.
9. IBM
10. Milkyway Networks Corp.
11. NEC Technologies Inc.
12. Netguard Ltd.
13. Raptor Systems Inc.
14. Seattle Software Labs Inc.
15. Secure Computing Corp.
16. Sidewinder
17. Sun Microsystems Inc.
18. Technologies Inc.
19. Ukiah Software Inc.
As of 6/4/97
EXHIBIT D
END USER LICENSE
GAUNTLET(R) SOFTWARE LICENSE AGREEMENT
1. NOTICE. TRUSTED INFORMATION SYSTEMS ("TIS") IS WILLING TO HAVE ITS
GAUNTLET(R) SOFTWARE ("SOFTWARE") LICENSED TO YOU ONLY ON THE CONDITION THAT YOU
ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THIS
LICENSE AGREEMENT CAREFULLY. BY USING THIS SOFTWARE YOU AGREE TO BE BOUND BY THE
TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS WE ARE UNWILLING TO
LICENSE THE SOFTWARE TO YOU AND YOU SHOULD NOT RUN THIS SOFTWARE. IN SUCH CASE,
PROMPTLY RETURN THE SOFTWARE AND ALL OTHER MATERIAL IN THE PACKAGE ALONG WITH
PROOF OF PAYMENT TO TIS OR TO THE AUTHORIZED RESELLER FROM WHICH YOU OBTAINED
THE SOFTWARE FOR A FULL REFUND OF THE PRICE YOU PAID.
2. Ownership and License. This is a license agreement and NOT an agreement for
sale. TIS continues to own the copy of the Gauntlet(R) Software which is to be
delivered under this license agreement ("Agreement") and all other copies that
you are authorized by this Agreement to make. Your rights to use the Software
are specified in this Agreement, and TIS retains all rights not expressly
granted to you in this Agreement. Nothing in this Agreement constitutes a waiver
of TIS' rights under U.S. Copyright law or any other federal or state law. In
this license agreement, "the Software" refers to the executable modules, the
help files, the configuration scripts, configuration files, and any similar
files provided hereunder.
3. Permitted Uses. You are granted the following rights to the Software:
(a) Right to Install and Use. You may install and use the Software on any
single machine at any single location. Your use of the Software on that
machine is limited to protecting the number of machines (tiered users)
specified in your purchase order. If you desire to have a "hot standby
computer," you may install the Software on another, unconnected system. If
you wish to use the Software on more than one connected machine, you must
obtain a license for an additional copy of the Software for each
additional computer on which you want to use it;
(b) Right to Copy. You may copy the Software for backup or archival
purposes, and you may make an unlimited number of copies of the
documentation, provided that TIS' copyright notice appears on each copy
and provided that the documentation is copied in its entirety;
4. Prohibited Uses. You may not, without prior written permission from TIS:
(a) Use, copy, modify, merge, or distribute, transfer copies of the
Software or documentation except as specifically permitted in this
Agreement;
(b) Reverse engineer the Software, in whole or in part, by any means,
including, but not limited to, decompiling, disassembling, reverse
computing, or any similar operation or technique;
(c) Use any backup or archival copies of the Software (or allow someone
else to use such copies) for any purpose other than to replace the
original copy in the event it is destroyed or becomes defective;
(d) Sublicense, lend, lease, or rent the Software; or
(e) Publish any results of benchmark tests run on the Oracle SQL*Net
Application technology which may be provided hereunder.
5. Limited Warranty. TIS makes the following limited warranties [to the original
consumer licensee of the Software], for a period of thirty (30) calendar days
from the date you acquired the Software from TIS or TIS' authorized reseller:
(a) Media. The disks and documentation in this package will be free from
defects in materials and workmanship under normal use. If the disks or
documentation fail to conform to this warranty, you may, as your sole and
exclusive remedy, obtain a replacement free of charge if you return the
defective disk(s) or documentation to TIS or TIS' authorized reseller with
a dated proof of purchase.
(b) Software. If the Software fails to operate in accordance with TIS'
published specifications current at the time of the granting of this
license, you may, as your sole and exclusive remedy, return all of the
Software and the documentation to TIS or the authorized reseller from whom
you acquired it, along with a dated proof of purchase, specifying the
problem, and TIS will provide you with a new copy of the Software or a
full refund at TIS' election.
6. WARRANTY DISCLAIMER. TIS DOES NOT WARRANT THAT THIS SOFTWARE WILL MEET YOUR
REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TIS
EXCLUDES AND EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES NOT STATED
HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
(a) Some states do not allow the exclusion of implied warranties, so the
above exclusion may not apply to you. This warranty gives you specific
legal rights, and you may also have other legal rights, which vary from
state to state.
7. LIMITATION OF LIABILITY. IF THE SOFTWARE BEING LICENSED TO YOU HEREUNDER
CONTAINS THE ORACLE SQL*NET APPLICATION PROXY, IN NO EVENT SHALL TIS BE LIABLE
TO YOU FOR ANY DAMAGES ARISING FROM YOUR USE OF ORACLE'S SQL*NET APPLICATION
PROXY WHETHER DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL (INCLUDING LOSS OF
PROFITS). WITH THE EXCEPTION OF DAMAGES ARISING FROM YOUR USE OF ORACLE'S
SQL*NET APPLICATION PROXY, TIS' LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED
TO DIRECT DAMAGES, AND SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE
SOFTWARE. IN NO EVENT WILL TIS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) EVEN IF TIS HAD
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(a) Some jurisdictions do not allow these limitations or exclusions, so
they may not apply to you.
8. United States Government Restricted Rights. The enclosed Software and
documentation are provided with Restricted Rights unless provided pursuant to 18
C.F.R. 252.227-7202. Use, reproduction or disclosure by the U.S. Government or
any agency or instrumentality thereof is subject to restrictions as set forth in
subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software
clause at 48 C.F.R. 252.227-7014, or in subdivision (c)(1) and (2) of the
Commercial Computer Software Restricted Rights Clause at 48 C.F.R. 00-000-00, as
applicable. Contractor Manufacturer is Trusted Information Systems,
Incorporated, 0000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000.
9. Export Controls. You agree that you will not directly or indirectly transfer
the Software or documentation to any country to which such transfer would be
prohibited by the U.S. Export Administration Act, the regulations issued
thereunder, or any other export control statute or regulation.
10. Governing Law. This agreement is to be construed under the laws of the State
of Maryland, USA, exclusive of conflict of laws provisions. This Agreement is
not to be governed by the 1980 United Nations Convention on Contracts for the
International Sale of Goods, as amended.
11. Termination. This license and your right to use this Software automatically
terminate if you fail to comply with any provisions of this Agreement, destroy
the copies of the Software in your possession, or voluntarily return the
Software to TIS or TIS' authorized reseller. Upon termination you will destroy
all copies of the Software and documentation. Otherwise, the restrictions on
your rights to use the Software will expire upon expiration of the copyright to
the Software.
12. Miscellaneous Provisions. This is the entire agreement between us relating
to the contents of this package, and supersedes any prior purchase order,
communications, advertising, or representations concerning the contents of this
package. No change or modification of this Agreement will be valid unless it is
in writing, and is signed by TIS.
13. Third Party Beneficiary. If the software being licensed to you hereunder
contains the Oracle SQL*Net Application Proxy, then, to the extent permitted by
law, the Oracle Corporation is hereby designated as a third party beneficiary of
this license.
14. Canadian Transactions. If you acquired this Software in Canada, you agree to
the following:
(a) The parties hereto have expressly required that the present Agreement
and its Exhibits be drawn up in the English Language. / Les parties aux
presentes ont expressment exige que la presente convention et ses Annexes
soient redigees en langue anglaise.
If you have any questions about this Agreement, write TIS at:
xxxxxxxx-xxxxx@xxx.xxx
or
Trusted Information Systems, Inc.
00000 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Gauntlet Administration
Phone Number 888-FIREWALL (or, outside of the U.S. or Canada, 301.527.9500)
EXHIBIT E
EMPLOYEE AGREEMENT REGARDING
CONFIDENTIALITY AND INVENTIONS
This Agreement is intended to set forth in writing my responsibility to
Trusted Information Systems, Inc. ("TIS"). I recognize that TIS is engaged in a
continuous program of research, development, and production respecting its
business, present and future. As part of my employment with TIS, I have certain
obligations relating to the business interests of TIS, confidential and
proprietary information, and inventions which I develop during that employment.
As part of the conditions of employment by TIS, I acknowledge and agree
that:
1. Effective Date. This agreement ("Agreement") shall be effective as of
_____________, 19___.
2. TIS Proprietary Information.
2.1 Confidentiality. I will maintain in confidence and will not disclose
or use, either during or after the term of my employment, any
proprietary or confidential information or know-how belonging to TIS
(referred to herein as "Proprietary Information"), whether or not in
written form, except to the extent required to perform duties on
behalf of TIS. Proprietary Information includes any information, not
generally known in the relevant trade or industry, which was
obtained from TIS, or which was learned, discovered, developed,
conceived, originated or prepared by me in the scope of my
employment. Such Proprietary Information includes, but is not
limited to, software, technical and business information relating to
TIS' inventions or products, research and development, production
processes, machines and equipment, finances, customers, marketing,
as well as production, marketing and future business plans, and any
other information which is identified as confidential by TIS. Upon
termination of my employment or at the request of my supervisor
before termination, I will deliver to TIS all written and tangible
material in my possession incorporating the Proprietary Information
or otherwise relating to TIS' business.
2.2 Third-Party Proprietary Information. I recognize that TIS has
received and will receive confidential or proprietary information
from third parties, subject to a duty on TIS' part to maintain the
confidentiality of such information and to use it only for certain
limited purposes. My obligations with respect to TIS Proprietary
Information shall also extend to confidential and/or proprietary
information belonging to customers and suppliers of TIS who may have
disclosed such information to me as the result of my status as an
employee of TIS. I will not use such third-party information for the
benefit of anyone other than TIS or such third party, or in any
manner inconsistent with TIS' agreement with such third party.
3. Inventions.
3.1 Definition of Inventions. As used in this Agreement, the term
"Inventions" means any new or useful art, discovery, contribution,
finding or improvement whether or not patentable, and all related
know-how. Inventions include, but are not limited to, all designs,
discoveries, algorithms, formulae, processes, manufacturing
techniques, computer software, inventions and improvements.
1
3.2 Disclosure and Assignment of Inventions.
(a) I will promptly disclose and describe to TIS all Inventions
which I may solely or jointly conceive, develop, or reduce to
practice during the period of my employment with TIS (i) which
relate to TIS' business or actual or demonstrably anticipated
research or development, (ii) which were developed, in whole
or part, on TIS' time or with the use of any of TIS'
equipment, supplies, facilities or trade secret information,
or (iii) which resulted from any work I performed for TIS
(referred to herein as "TIS Inventions"). I hereby assign to
TIS all my right, title and interest worldwide in TIS
Inventions and in all intellectual property rights based on
TIS Inventions. However, I do not assign or agree to assign
any Inventions which were made by me prior to my employment
with TIS, which Inventions, if any, are identified on Exhibit
A to this Agreement. Exhibit A contains no confidential
information. I have no rights in any Inventions other than the
Inventions specified in Exhibit A. If no such list is
attached, I have no such Inventions or I grant an irrevocable,
non-exclusive, royalty-free, worldwide license to TIS to make,
use and sell Inventions developed by me prior to my employment
with TIS.
3.3 Non-Assignable Inventions. This Agreement does not apply to an
Invention which qualifies fully as a non-assignable Invention under
the provisions of Section 2870 of the California Labor Code.
4. Moral Rights. TIS retains moral rights for work done while at TIS. "Moral
Rights" means any personal rights which an author may have under
applicable law which are separate and apart from the proprietary aspect of
copyright, including, but not limited to, rights to identification of
authorship, rights of approval on modifications or limitation on
subsequent modification, and rights to cause or suppress publication.
5. TIS Materials. Upon termination of my employment with TIS or at any other
time upon TIS' request I will promptly deliver to TIS all documents and
other materials furnished to me by TIS or prepared by me for TIS. I will
retain no copies of TIS' or other proprietary material.
6. Competitive Employment. During the term of my employment with TIS, I will
not engage in any employment, consulting, or other activity in any
business competitive with TIS without TIS' written consent.
7. Non-Solicitation. During the term of my employment with TIS and for a
period of two (2) years thereafter, I will not solicit or cause others to
solicit any employees of TIS to terminate their employment with TIS.
8. Acts to Secure Proprietary Rights.
8.1 Further Acts. I agree to perform, during and after my employment,
all acts deemed necessary or desirable by TIS to permit and assist
it, at its expense, in perfecting and enforcing the full benefits,
enjoyment, rights and title throughout the world in the TIS
Inventions. Such acts are intended primarily to include, but are not
limited to, execution of documents and assistance or cooperation in
the registration and enforcement of patents and copyrights or in
other legal proceedings.
2
8.2 Appointment of Attorney-In-Fact: In the event that TIS is unable for
any reason whatsoever to secure my signature to any lawful document
required to apply for or enforce any patent, copyright or other
applications with respect to any TIS Inventions (including
improvements, renewals, extensions, continuations, divisions or
continuations in part thereof), I hereby irrevocably appoint TIS and
its duly authorized officers and agents as my agents and
attorneys-in-fact to execute and file any such application and to do
all other lawfully permitted acts to further the prosecution,
issuance and enforcement of patents, copyrights or other rights
therein with the same legal force and effect as if executed by me.
9. No Conflicting Obligation. My performance of this Agreement and as an
employee of TIS does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by me prior
to my employment with TIS. I will not disclose to TIS, or induce TIS to
use, any confidential or proprietary information or material belonging to
any previous employer or other person or entity. I am not a party to any
other agreement which will interfere with my full compliance with this
Agreement. I will not enter into any agreement in conflict with the
provisions of this Agreement.
10. Survival. Notwithstanding the termination of my employment, Sections 2, 3,
7 and 8 shall survive such termination. This Agreement does not in any way
restrict my right or the right of TIS to terminate my employment at any
time.
11. Specific Performance. A breach of any of the promises or agreements
contained herein will result in irreparable and continuing damage to TIS
for which there will be no adequate remedy at law, and TIS shall be
entitled to injunctive relief and/or a decree for specific performance,
and such other relief as may be proper.
12. Waiver. The waiver by TIS of a breach of any provision of this Agreement
by me will not operate or be construed as a waiver of any other
subsequent breach by me.
13. Severability. If any part of this Agreement is found invalid or
unenforceable, that part will be amended to achieve as nearly as possible
the same economic effect as the original provision and the remainder of
the Agreement will remain in full force.
14. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Maryland as applied to agreements
entered into and to be performed entirely within Maryland and Maryland
residents.
15. Choice of Forum/Attorney Fees. The panics hereby submit to the
jurisdiction of the United States District Court for the District of
Maryland and the Maryland State courts in any litigation arising out of
the Agreement. If court proceedings are required to enforce any provision
or to remedy any breach of this Agreement, the prevailing party shall be
entitled to an award of reasonable and necessary expenses of litigation,
including reasonable attorney's fees.
16. Entire Agreement. This Agreement, including all exhibits to this
Agreement, constitutes the entire agreement between the parties relating
to this subject matter and supersedes all prior or simultaneous
representations, discussions, negotiations, and agreements, whether
written or oral. This Agreement
3
may be amended or modified only with the written consent of both me and
TIS. No oral waiver, amendment or modification will be effective under any
circumstances whatsoever.
17. Assignment. This Agreement may be assigned by TIS. I may not assign or
delegate my duties under this Agreement without TIS' prior written
approval. This Agreement shall be binding upon my heirs, successors, and
permitted assignees.
EMPLOYEE:
Date:
------------------------------- --------------------------------------
Signature
--------------------------------------
Printed Name
Witnessed by:
Date: TRUSTED INFORMATION SYSTEMS, INC.
-------------------------------
By
--------------------------------------
Title
--------------------------------------
4
LIMITED EXCLUSION NOTIFICATION
THIS IS TO NOTIFY you in accordance with Section 2870 of the California
Labor code that the above Agreement between you and TIS does not require you to
assign to TIS, any invention for which no equipment, supplies, facility or trade
secret information of TIS was used and which was developed entirely on your own
time, and (a) which does not relate (1) to the business of TIS or (2) to TIS'
actual or demonstrably anticipated research or development, or (b) which does
not result from any work performed by you for TIS. This limited exclusion does
not apply to any patent or invention covered by a contract between TIS and the
United States or any of its agencies requiring full title to such patent or
invention to be in the United States.
I ACKNOWLEDGE RECEIPT of a copy of this notification.
--------------------------------------
Signature
--------------------------------------
Printed Name of Employee
--------------------------------------
Date
Witnessed by:
TRUSTED INFORMATION SYSTEMS, INC.
------------------------------------
Representative
Dated
-------------------------------
5
