Exhibit 10.14
Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
406 of the Securities Act of 1933, as amended.
SUPPORT AGREEMENT
RSA SECURITY INC.
This SUPPORT AGREEMENT ("Support Agreement") is entered into by and
between RSA Security Inc., a Delaware corporation ("RSA"), having a principal
address at 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000-0000, and:
ENTERPRISE NAME ("YOU"): iPass Inc. JURISDICTION OF INCORPORATION: California
STREET ADDRESS: 0000 Xxxxxx Xxxxxxx XXXXX & ZIP CODE: California 94065
CITY: Redwood Shores
ENTERPRISE LEGAL CONTACT (NAME & TITLE):
MAINTENANCE AND SUPPORT PROGRAM ELECTED Standard [X] Premier [ ]
INITIAL SUPPORT FEE: [ * ] for a period of twelve (12) months from the Effective
Date of this Support Agreement.
This Support Agreement provides support and maintenance services for the RSA
Software licensed under the Exhibit. The Effective Date of this Support
Agreement shall be contingent upon the execution of License/Product Schedule
Exhibit 0200-iPA-LPS-1 (the "Exhibit") and payment of the Initial Support Fee of
[ * ]. In the event You elect to renew this Support Agreement for subsequent
twelve (12) month terms, the Support Fee for year two shall be [ * ] and the
Support Fee for year three shall be [ * ]. Thereafter, subsequent renewals of
this Support Agreement shall be set at the then current rate for standard
maintenance and support in effect at the time of renewal. Fees for all renewal
terms shall be due on or before the applicable anniversary of the Effective Date
of this Support Agreement.
1. DEFINITIONS
All capitalized terms used and not defined herein shall have the meanings set
forth in the License Agreement or the following meanings:
1.1 "LICENSE AGREEMENT" means License Agreement Number 0200-iPA-OEM-2
between RSA and You.
1.2 "RSA SOFTWARE" means RSA proprietary software identified as RSA
Software on page 1 of the License Agreement.
2. MAINTENANCE AND SUPPORT SERVICES
1.
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
2.1 GENERAL. This Support Agreement sets forth the terms under which
RSA will provide support to You for the RSA Software licensed to You for the
Licensed Products, as set forth under the License Agreement. The use of and
license to any Fixes and Updates provided to you hereunder shall be governed by
the terms of the License Agreement.
2.2 SUPPORT AND MAINTENANCE. RSA agrees to provide the maintenance and
support specified in this Support Agreement and You agree to pay RSA's
then-current annual support fee ("Support Fee").
2.3 SUPPORT PROVIDED BY RSA. For the annual period commencing on the
Effective Date hereof, and for future annual periods for which You have paid the
Support Fee, RSA will provide You with the following services in accordance with
the program You have elected above:
2.3.1 SUPPORT UNDER STANDARD PROGRAM. In the event You have elected
the Standard program, RSA will provide telephone support to You from 6:00 a.m.
to 5:00 p.m. (Pacific Time) Monday through Friday, excluding locally observed
holidays. Upon the receipt of a request for support services, RSA shall respond
within one (1) business day from the time of the request. RSA shall provide the
support specified in this Section to Your employees responsible for developing
and maintaining the Licensed Products licensed under the License Agreement and
providing support to End User Customers thereof. No more than two (2) of Your
employees may obtain such support from RSA at any one time. Upon RSA's request,
You will provide a list with the names of the employees designated to receive
support from RSA. You may provide on-site support reasonably determined to be
necessary by RSA at Your location specified on page 1 hereof.
2.3.2 SUPPORT UNDER PREMIER PROGRAM. In the event that You have
elected the Premier program, RSA will provide telephone support to You 24 hours
a day, 7 days per week. Upon the receipt for a request for support services, RSA
shall respond within two hours from the time of the request. RSA shall provide
the support specified in this Section to Your employees responsible for
developing and maintaining the Licensed Products licensed under the License
Agreement and providing support to End User Customers thereof. No more than five
(5) of Your employees may obtain such support from RSA at any one time. Upon
RSA's request, You will provide a list with the names of the employees
designated to receive support from RSA. You may change the names on the list at
any time by providing written notice to RSA. Upon Your request, RSA may provide
on-site support reasonably determined to be necessary by RSA at Your location
specified on page 1 hereof.
2.4 ERROR CORRECTION. In the event You discover an error in the RSA
Software which causes the RSA Software not to operate in material conformance to
RSA's published specifications therefor, You shall submit to RSA a written
report describing such error in sufficient detail to permit RSA to reproduce
such error. Upon receipt of any such written report, RSA will use its reasonable
efforts to correct such an error or to provide a software patch or bypass around
such an error (collectively, "Fixes") as early as practicable. All Fixes
provided to You shall constitute RSA Software under the License Agreement and
shall be governed by the terms thereof. Under no circumstances does RSA warrant
or represent all errors can or will be
2.
corrected. Furthermore, RSA shall not be responsible for correcting any error if
You fail to incorporate in Your Licensed Product any Fixes or Update that RSA
has provided to You.
2.5 UPDATES. RSA will from time to time offer You, at no additional
cost, Updates of the RSA Software during the term of this Support Agreement. You
understand, however, that RSA is not obligated to provide any Update. Absent any
restriction to Your right to use the algorithms contained in RSA Software, as
set forth in the applicable License Agreement in force at the time of execution
of this Support Agreement. Your license rights to any Updates shall also extend
to any new algorithms contained in such Updates. Any Updates acquired by You
shall be governed by all of the terms and provisions of the License Agreement.
3. MAINTENANCE AND SUPPORT FEES
3.1 SUPPORT FEES. In consideration of RSA's providing the maintenance
and support services described herein, You agree to pay RSA the initial Support
Fee set forth on the first page hereof. Such amount shall be payable for the
first year upon the execution of this Support Agreement, and for each subsequent
year in advance of the commencement of such year. The Support Fee may be
modified by RSA for each renewal term by written notice to You at least ninety
(90) days prior to the end of the then-current term. If You elect not to renew
this Support Agreement for successive terms (as provided in Section 6.1 below),
You may re-enroll only upon payment of the annual Support Fee for the coming
year and for all Support Fees that would have been paid had You not ceased
maintenance and support.
3.2 ADDITIONAL CHARGES. In the event RSA is required to take actions to
correct a difficulty or defect which is traced to Your errors, modifications,
enhancements, software or hardware, then You shall pay to RSA its time and
materials charges at RSA's rates then in effect. In the event that you have
requested RSA's personnel to travel to perform maintenance or on-site support,
You shall reimburse RSA for any reasonable out-of-pocket expenses incurred,
including travel to and from Your sites, lodging, meals and shipping, as may be
necessary in connection with duties performed under this Section 2 by RSA.
3.3 TAXES. All taxes, duties, fees and other governmental charges of
any kind (including sales and use taxes, but excluding taxes based on the gross
revenues or net income of RSA) which are imposed by or under the authority of
any government or any political subdivision thereof on the Support Fees or any
aspect of this Support Agreement shall be borne by You and shall not be
considered a part of, a deduction from or an offset against Support Fees.
3.4 TERMS OF PAYMENT. Support Fees due RSA hereunder shall be paid by
You to the attention of the Software Licensing Department at RSA's address set
forth above upon execution and, in the case of renewal terms, prior to the each
anniversary thereof. A late payment penalty on any Maintenance Fees not paid
when due shall be assessed at the rate of one percent (1%) per thirty (30) days.
In no event shall Support Fees paid be refundable.
3.5 U.S. CURRENCY. All payments hereunder shall be made in lawful
United States currency.
3.
4. CONFIDENTIALITY
The parties agree that all obligations and conditions respecting
confidentiality, use of the Source Code (if licensed to You) and publicity in
the License Agreement shall apply to the parties' performance of this Support
Agreement.
5. USE LIMITATIONS; TITLE; INTELLECTUAL PROPERTY INDEMNITY; LIMITATION OF
LIABILITY
Any and all Upgrades and Fixes provided to You pursuant to this Support
Agreement shall constitute RSA Software under the License Agreement. As such the
parties' respective interests and obligations relating to the RSA Software,
including but not limited to license and ownership rights thereto, use
limitations (if any), intellectual property indemnity and limitation of
liability, shall be governed by the terms of the License Agreement.
6. TERM AND TERMINATION
6.1 TERM. This Support Agreement shall commence on the Effective Date
hereof and shall remain in full force and effect for an initial period of one
(1) year, unless sooner terminated in accordance with this Support Agreement.
Upon expiration of the initial period and each successive period, this Support
Agreement shall automatically renew for an additional one (1) year period,
unless either party has notified the other of its intent to terminate as set
forth in Section 6.2.3 herein.
6.2 TERMINATION.
6.2.1 Either party shall be entitled to terminate this Support
Agreement at any time on written notice to the other in the event of a material
default by the other party of this Support Agreement and a failure to cure such
default within a period of thirty (30) days following receipt of written notice
specifying that a default has occurred.
6.2.2 This Support Agreement shall automatically terminate in the
event that the License Agreement is terminated in accordance with its terms.
6.2.3 This Support Agreement may also be terminated by You for any
or no reason by providing written notice of such intent at least ninety (90)
days prior to the end of the then-current term. RSA may cease to offer support
and maintenance for future maintenance terms by notice delivered to You ninety
(90) days or more before the end of the then-current maintenance term.
6.2.4 Upon (i) the institution of any proceedings by or against
either party seeking relief, reorganization or arrangement under any laws
relating to insolvency, which proceedings are not dismissed within sixty (60)
days; (ii) the assignment for the benefit of creditors, or upon the appointment
of a receiver, liquidator or trustee, of any of either party's property or
assets; or (iii) the liquidation, dissolution or winding up of either party's
business, then and in any such events this Support Agreement may immediately be
terminated by either party upon written notice.
6.3 SURVIVAL OF CERTAIN TERMS. The following provisions shall survive
any expiration or termination of this Support Agreement: Section 3.1, 4, 5, 6
and 7.
4.
7. MISCELLANEOUS PROVISIONS
This Support Agreement is not an amendment to the License Agreement, but instead
is a separate binding agreement which incorporates certain terms of the License
Agreement for the purposes of brevity and assured consistency. This Agreement
incorporates by this reference the "Miscellaneous Provisions" Section of the
License Agreement in its entirety.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of
the later signature below.
iPASS, INC. RSA SECURITY INC.
By: /s/ Xxxxxx X. XxXxxxxx By: /s/ Xxxxxxxx Xxxx
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Printed Name: Xxxxxx X. XxXxxxxx Printed Name: Xxxxxxxx Xxxx
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Title: VP & CFO Title: Director, Finance & OPS
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Date: 2/28/2000 Date: 2/29/2000
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