Xcelerate! Partner Agreement
Exhibit 10.33
Xcelerate! Partner Agreement
This Xcelerate! Partner Agreement (Agreement), effective as of the last date written
below, is made by and between Network Specialists Inc. (hereinafter referred to as “NSI”),
incorporated under the laws of New Jersey, having its principal place of business at Xxx Xxxxxx
Xxxxx, Xxxxxxx, XX 00000, and Sunbelt Software Distribution Inc. (hereinafter referred to as
“VAR”), having its principal place of business at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx
00000.
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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“Licensed Software” as used in this Agreement shall be deemed to refer to all programs listed
in Schedule A.
(a) | Membership Fee: An Annual Xcelerate! Membership is subject to a payment by VAR. Such Membership Fee Amount is indicated in Schedule B. |
(b) | Promotion. VAR shall use its best efforts to actively market and promote the Licensed Software in the Territory in a commercially reasonable manner, including listing the Licensed Software in its catalogs and transmitting information and promotional material concerning the Licensed Software to its customers. |
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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VAR shall deliver a copy of the Software
License to all customers to whom VAR directly installs the Licensed Software. VAR shall ensure
that each end user reads and consents to the Software License upon acquiring the Product Package or
prior to having VAR install the Licensed Software, as applicable, and remits the Registration Card
as indicated thereon. VAR shall not alter or limit the end user license agreements in the Licensed
Software packages shipped by NSI to VAR under this Agreement or their effectiveness in any manner.
VAR shall keep accurate records relating to all shipments, sales, sublicenses, customers and all
other events and materials relating in any manner to sublicenses under this Agreement, and shall
permit NSI to inspect such records at any time upon reasonable notice. If a shortfall of more than
* is found in payments to be made to NSI hereunder, VAR shall pay for the price of any auditing as
well as a penalty equal to * of the shortfall, in addition to the shortfall.
(e) Sales Reports VAR shall provide NSI, within * after the end of each * during the term, or
more frequently as NSI may from time to time require in its discretion, sales and other written
reports relating to VAR’s activities under this Agreement during the prior *.
(h) Within * of effective date of Xcelerate! Partner Agreement, VAR shall send two technical
employees, who are responsible for installation and implementation of NSI Licensed Software to NSI
Certification training and Certification Program.
(i) NSI currently maintains a public World Wide Web (WWW) server for the purposes of providing
information about NSI products and services to all users of the World Wide Web. NSI shall include
electronic links to the home pages of VAR who have established their own WWW sites. Additionally,
VAR shall provide a link from their site to NSI’s site so that both companies can take advantage of
the increased Internet visibility.
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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4. Ownership. VAR acknowledges and agrees that NSI owns all rights in the “Licensed Software”
including but not limited to all copyright, trade secret, and patent rights. VAR agrees that
nothing contained herein shall cause NSI’s ownership rights in the Licensed Software to be reduced
in any way, nor cause VAR to gain any ownership rights in the Licensed Software.
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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(b) Delivery. All orders are shipped F.O.B. NSI’s premises. NSI shall use best efforts to
ship orders within * after acceptance, subject to availability.
(a) VAR shall pay the fees and charges and on the terms and conditions set forth in Schedule B
attached hereto. NSI reserves the right to change payment and credit terms at any time.
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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(c) Payment of Invoices. VAR shall submit payments to:
Attn: Accounts Receivable
NSI Software
Xxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
NSI Software
Xxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
(a) Limited Warranty. NSI makes no representation, warranty, or guaranty, express or implied
regarding the Licensed Software except its standard form of limited warranty (“Warranty”), the
current form of which is attached as Schedule “D” hereto. NSI may in its sole discretion modify its
Warranty at any time and from time to time.
(b) DISCLAIMER. EXCEPT AS SET FORTH IN WRITING IN THIS AGREEMENT, NSI MAKES NO REPRESENTATIONS,
WARRANTIES, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, TO VAR OR ANY VAR CUSTOMER,
WITH RESPECT TO THE LICENSED SOFTWARE AND ANY SERVICES COVERED BY OR FURNISHED PURSUANT TO THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (A) OF MERCHANTABILITY, (B) OF FITNESS
FOR A PARTICULAR PURPOSE, OR (C) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF
TRADE. VAR AND ITS CUSTOMERS RECEIVE ALL SOFTWARE AND OTHER MATERIALS HEREUNDER “AS IS”. VAR AND
ITS CUSTOMERS ARE SOLELY RESPONSIBLE FOR THE SELECTION OF THE LICENSED SOFTWARE TO ACHIEVE THEIR
INTENDED RESULTS AND FOR THE RESULTS ACTUALLY OBTAINED.
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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can show it knew prior to NSI’s disclosure, or which was rightfully
received by VAR from a third party without restriction.
During the term hereof and at all times thereafter, VAR shall maintain the Confidential Information
in strictest confidence, shall not disclose it to any third party, and shall use it only as
necessary to perform hereunder. VAR shall cause each of its officers, directors, employees, and
agents to restrict disclosure and use of such Confidential Information in like fashion, and shall
be responsible for any wrongful disclosure and use by any of them. In no event shall VAR
disassemble, decompile, reverse engineer or reverse code the Licensed Software, or attempt to do
same directly or indirectly.
In the event any court or other authority orders VAR to disclose any Confidential Information, VAR
shall use its best efforts to protect its confidentiality and shall forthwith notify NSI thereof to
enable it to seek to do so. At the termination of this Agreement, VAR shall promptly return all
tangible Confidential Information to NSI.
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to infringement
of any patent known to NSI, copyright or trade secret by the Licensed Software in the form provided
by NSI to VAR provided that (i) VAR notifies NSI promptly upon learning that the claim might be
asserted, (ii) NSI has sole control over the defense of the claim and any negotiations for its
settlement or compromise, and (iii) VAR takes no action that, in NSI’s judgment, impairs NSI’s
defense of the claim. This indemnification obligation shall be effective only if: VAR has made
all payments required by the terms of this Agreement, VAR has given prompt notice of the claim and
permitted NSI an opportunity to defend, VAR has reasonably cooperated in the defense of the claim,
and the infringement does not result from VAR’s modification of the Licensed Programs.
11. Proprietary Notices. VAR shall use all proprietary notices necessary to maintain full
protection of all of NSI’s copyright, patent, trademark or trade secrets rights in the Licensed
Software.
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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trademarks, copyrights, patent
rights, or any other NSI proprietary rights or interests in the Licensed Software or sublicenses.
13. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN RELATION TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT THAT THIS LIMITATION SHALL NOT APPLY IN
CONNECTION WITH ANY INDEMNITIES HEREUNDER, OR VAR’s BREACH OF ITS OBLIGATIONS REGARDING SUBLICENSES
OR NSI’S PROPRIETARY OR CONFIDENTIALITY RIGHTS.
(d) Law and Forum. This Agreement (and any and all amendments thereto) and its validity,
construction and performance shall be governed in all respects by the laws of the State of New
Jersey, without giving effect to principles of conflicts of law. Exclusive jurisdiction and venue
for all matters relating to this Agreement shall be in the State of New Jersey, and the parties
hereby agree and consent to such jurisdiction and venue.
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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(i) Survival. The provisions of this Agreement relating to confidentiality, indemnities, and
return of materials shall survive any termination or expiration of this Agreement for a period of
*.
Network Specialists Inc. | VAR: Sunbelt Software | |||||||
Date: 7/30/01 | Date: Aug. 2, 2001 | |||||||
Signature:
|
/s/ Xxxxx Xxxxxx | Signature: | /s/ Xxx Xxxxxxxxxx | |||||
Print Name: Xxxxx Xxxxxx | Print Name: Xxx Xxxxxxxxxx | |||||||
Title: VP | Title: Pres. | |||||||
Fax Number: (000) 000 0000 | Fax Number: 000-000-0000 |
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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Schedule A
1. | Description of Licensed Software | |
Double-Take®: Real time transaction based backup software. | ||
GeoCluster: adds data redundancy to MSCS Clusters by creating replicated disks to all available cluster nodes. |
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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Schedule B
1. | Payment Terms and Conditions | |
VAR shall, without setoff, pay NSI in full in U.S. Dollars with terms, Net * from date of invoice. Shipments shall be made upon credit approval and the condition that the VAR’s account remains in good standing with NSI. NSI reserves the right to change credit or payment terms at any time. VAR shall pay interest on past due amounts at *. | ||
2. | Membership Fee | |
The Annual Xcelerate! Membership Fee is * to be paid Net * from date of invoice. | ||
3. | Discount | |
*. | ||
4. | Aggregate Dollar Commitment | |
The annual Aggregate Dollar Value committed is *. | ||
5. | Return Policy | |
During the term of this Agreement, VAR may return Product Packages containing the Licensed Software to NSI without imposition of re-stocking charges subject to the following conditions: |
a) | VAR must submit its request for return to NSI in writing at least * in advance of proposed return, indicating in the request the reason, identity, quantity and order and invoice dates of the Software Licenses to be returned. | ||
b) | The Product Packages being returned must be new, resaleable, and in their original, unopened packaging. | ||
c) | VAR must submit to NSI, concurrently with its return request, a non-cancelable order for Licensed Software equal to or greater than the value of the Product Packages being returned. | ||
d) | The version of the Licensed Software being returned must be no older than the version immediately preceding the then current version. |
6. | Rebate. | |
VAR must meet or exceed their committed forecast of, as agreed upon in the Quarterly Marketing Plan and within * after the end of the quarter submit a forecast for the current quarter, in order to receive a rebate. If this is done, the VAR will receive a check for * of the Aggregate Dollar Value to be paid within *. |
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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7. | Annual Maintenance Contracts. | |
VAR may purchase maintenance contracts on an annual basis for each software license purchased at *. | ||
8. | Authorized Territory. | |
The Authorized Territory (“Territory:”) shall be limited to the United States. | ||
9. | Support | |
As a part of its obligation under this Agreement: NSI will make trained technical support engineers available to VAR’s authorized contact(s) to answer technical questions and address potential errors in the Licensed Software. Such availability may be by telephone, fax, electronic mail or other means as determined necessary by NSI in its discretion. NSI will make such support available to VAR in accordance with its then current support schedule. NSI shall use its best reasonable endeavors to create fixes for errors reported by VAR that NSI is able to reproduce using the current version of the Licensed Software, including all required Patches and Updates. |
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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Schedule C
Market Development Program
1. | Accruals. | |
(a) NSI shall accrue for VAR’s benefit, in an account created for such purpose, amounts for
later use as market development funds (“MDF”), on the terms herein. MDF shall accrue at the
rate of *. MDF, which accrues in any *, shall be available for use as credits commencing
with the next *. (b) NSI *, for the purposes hereof, are as follows: * |
||
(c) NSI shall maintain an account showing the accrual, adjustment, and use of VAR’s MDF and will report such calculations to VAR on a periodic basis. Such account shall serve for the purpose of record keeping only and will not be funded or constitute a trust for VAR’s benefit. | ||
2. | Credits. |
a) | NSI shall credit VAR with amounts from its MDF accrual account (“Credits”) in reimbursement of VAR’s qualifying marketing expenditures for Licensed Software. NSI may determine which advertising; marketing, training and other promotional expenditures by VAR qualify for Credits under the market development program, in its sole discretion. | ||
b) | Unused MDF account balances shall expire upon the expiration of *. VAR will forfeit all such expired balances. |
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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Schedule D
Limited Warranty
NSI hereby warrants to VAR that (a) the physical diskette(s) or CD-ROM(s) and documentation
containing the Licensed Software will be free from defects in materials and workmanship for
a period of *; (b) NSI is the owner, or is the lawful licensee, without encumbrances, of
the products; and (c) NSI has the unrestricted right and authority to enter into and
perform this Agreement. The above warranties specifically exclude defects resulting from
accidents, abuses, unauthorized repairs, modifications, enhancements, or misapplications.
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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Schedule E
Network Specialists, Inc.
NFR Agreement
NFR Agreement
EFFECTIVE DATE: July 2, 2002
Network Specialists, Inc., located at 0 Xxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxx, 00000, (“NSI”), and
Sunbelt Software Distribution Inc., located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000
(“RECIPIENT”), enter into this Short Term Loan Agreement (“AGREEMENT”) as of the EFFECTIVE DATE
stated above.
1. | Definitions. The following definitions apply to this Agreement: |
A. | “LOANED SOFTWARE” means NSI’s software program(s) and any documentation, if any, identified in the Loaned Software Listing on the Loaned Software Schedule, which Schedule is attached to and made a part hereof as Attachment #1. | ||
B. | “INSTALLATION SITE” means the RECIPIENT facility, identified on the Loaned Software Schedule in Attachment #1. |
2. | Purpose and Term. NSI agrees to lend RECIPIENT, and RECIPIENT agrees to accept and use the LOANED SOFTWARE, solely for the purpose(s) set forth on Attachment #1 (the “PURPOSE”) and solely for the TERM of this Agreement in Attachment #1 unless otherwise agreed to in writing by both parties. |
3. | Grant of License. NSI grants to RECIPIENT a personal, nonexclusive and nontransferable license to use the LOANED SOFTWARE solely for the PURPOSE and otherwise in accordance with terms hereof. RECIPIENT may use the LOANED SOFTWARE for RECIPIENT’s internal business purposes at site(s) controlled by RECIPIENT designated in Attachment #1, and on the number of servers identified in Attachment #1 for the number of users identified in Attachment #1. RECIPIENT may not modify or attempt to modify the LOANED SOFTWARE, nor create derivative works from the LOANED SOFTWARE, nor sell, rent, sub-license, lease, time share or transfer the LOANED SOFTWARE or any copy of the LOANED SOFTWARE to any third party. RECIPIENT may make a single copy of the LOANED SOFTWARE for each server as necessary to use the LOANED SOFTWARE as expressly authorized in this Agreement and a single backup copy, all subject to the confidentiality provisions of this Agreement. |
4. | Title to Software; Confidentiality. All patents, copyrights, trademarks, trade secrets and other ownership rights in the LOANED SOFTWARE are and shall remain property of NSI. The source code of the LOANED SOFTWARE and all information regarding the design, structure or internal operation of the LOANED SOFTWARE are valuable trade secrets of NSI (“Confidential Information”). RECIPIENT shall not sell, transfer, publish, disclose, display or otherwise permit access to any Confidential Information by any third party, nor shall RECIPIENT permit any copy of the LOANED SOFTWARE to leave RECIPIENT’s site(s). The LOANED SOFTWARE may not be reverse assembled or |
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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reverse compiled. Any violation of any provision of this paragraph by RECIPIENT shall be grounds for immediate termination of this Agreement by NSI and such other legal and equitable remedies NSI may have. |
5. | Proprietary Notices. RECIPIENT shall insure that any copies of the LOANED SOFTWARE made by RECIPIENT pursuant to this Agreement bear all copyright and other proprietary notices contained in or affixed to the copy or copies of the LOANED SOFTWARE delivered by NSI. |
6. | No Warranty. NSI MAKES NO EXPRESS AND DISCLAIMS ALL IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. NSI DOES NOT WARRANT THAT THE LOANED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LOANED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. RECIPIENT is solely responsible for the selection of the LOANED SOFTWARE to achieve its intended results and for the results actually obtained. |
7. | Limitation of Liability. IN NO EVENT SHALL NSI BE LIABLE FOR ANY CLAIM OR DEMAND BY RECIPIENT OR A THIRD PARTY OR FOR ANY LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANYWAY RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR INCIDENTAL TO THE TRANSACTIONS HEREUNDER, MAY BE BROUGHT AGAINST NSI MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. NSI’s total liability under this Agreement shall not exceed the total amounts received by NSI from RECIPIENT hereunder. |
8. | Term and Termination. Unless otherwise provided on Attachment #1, upon the expiration of the time period (the “TERM”) specified in Attachment #1, this AGREEMENT shall be terminated. | |
9. | Defaults and Termination. |
A. | Survival. RECIPIENT’s confidentiality obligations shall survive any termination or expiration of this Agreement. | ||
B. | Proprietary Rights. NSI may terminate this Agreement for breach upon written notice if RECIPIENT violates any of RECIPIENT’s obligations regarding confidentiality, copyrights or other NSI proprietary rights or interests in the LOANED SOFTWARE. | ||
C. | Return of Materials. Immediately after any termination of this Agreement, RECIPIENT shall deliver to NSI all copies of the LOANED SOFTWARE and related materials in RECIPIENT’s possession, and provide NSI with written certification that RECIPIENT has taken such actions. | ||
D. | All fees are non-refunded except as expressly permitted in this Agreement. |
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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10. | Failure to Return Materials. If upon the expiration of the TERM specified in Attachment #1, RECIPIENT fails to immediately return all copies of the LOANED SOFTWARE and related materials in RECIPIENT’s possession to NSI, RECIPIENT agrees to pay NSI a License fee specified in Attachment #1 permitting RECIPIENT to use the LOANED SOFTWARE on the number of servers paid for by RECIPIENT for the number of users paid for by RECIPIENT as set forth in Attachment #1 and agrees that all terms of this Agreement, including but not limited to all restrictions on RECIPIENT’s use and other obligations, shall remain in force. | |
11. | General |
A. | Merger. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes all existing and all oral, written or other communications between them concerning its subject matter. This Agreement shall not be modified in any way except in writing, signed by both parties. | ||
B. | Assignment. RECIPIENT may not assign this Agreement without prior written consent by NSI. This agreement shall be fully binding and enforceable as against all permitted assignees and successors in interest. | ||
C. | Enforceability. If any provision of the Agreement (or any portion thereof) shall be held to be invalid or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby | ||
D. | Non-Waiver. The failure of either RECIPIENT or NSI to insist upon strict performance of any of the provisions contained herein shall in no way constitute a waiver of future violations of the same or any other provision. | ||
E. | Authority. The individual(s) executing this Agreement on behalf of RECIPIENT each hereby represent and warrant that they are duly authorized by all necessary action to execute this Agreement on behalf of RECIPIENT. | ||
F. | Law and Jurisdiction. This AGREEMENT shall be governed by the laws of the State of New Jersey, without regard to New Jersey’s choice-of-law rules. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in courts located in New Jersey, and the parties hereby agree to and consent to same. |
“RECIPIENT” |
NETWORK SPECIALISTS, INC. (“NSI”) | |||||||
By:
|
By: | |||||||
Name:
|
Name: | |||||||
Title:
|
Title: | |||||||
Date:
|
Date: | |||||||
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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ATTACHMENT #1
LOANED SOFTWARE SCHEDULE
“INSTALLATION SITE”:
unless otherwise stated directly below, means RECIPIENT’s facility at the address
first stated in the AGREEMENT:
“PURPOSE”:
means use of LOANED SOFTWARE solely in order to:
demonstrate to the applicable Customer, and test, support and evaluate to determine conformance to the requirements.
demonstrate to the applicable Customer, and test, support and evaluate to determine conformance to the requirements.
“TERM”:
unless otherwise specified below means [ ] days from the date of delivery of
the LOANED SOFTWARE to RECIPIENT:
Term of Contract
Term of Contract
Permitted number of servers for use:
two (2) per license
If upon the expiration of the TERM all copies of the SOFTWARE and related materials in RECIPIENT’s
possession are not immediately returned to NSI, RECIPIENT shall pay the then current list price for
each copy of LOANED SOFTWARE that is installed on a server.
Loaned Software Listing
Item | Qty | Model No. | Software Description (and documentation, if any) | |||||
1.
|
1 | DT4NT- STDBAS |
Double-Take Windows 2000/NT | |||||
2.
|
1 | DT4SO- STDBAS |
Double-Take for Solaris | |||||
3.
|
1 | GC4NT- STDBAS |
GeoCluster for Windows 2000/NT — MSCS | |||||
4.
|
1 | GCDT4NT- STDBAS |
GeoCluster plus Double-Take for Windows 2000/NT — MSCS |
* | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
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