0000853273-01-500022 Sample Contracts

TRADEMARK LICENSE
Trademark License • August 13th, 2001 • Borland Software Corp • Services-prepackaged software • California

This Trademark License (the “License”) is entered into this 4th day of January, 2001 (the “Effective Date”) between Sun Microsystems, Inc., a Delaware corporation with its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 (“Sun”) and Inprise Corporation, a Delaware corporation with a principal place of business at 100 Enterprise Way, Scotts Valley, California, 95066, (“Licensee”).

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Amendment No. 1 to the Master Support Agreement between Sun Microsystems, Inc. and Inprise Corporation
Borland Software Corp • August 13th, 2001 • Services-prepackaged software

THIS AMENDMENT NO. 1 (the “MSA Amendment”) to the Master Support Agreement No. 55709 (the “MSA”) between Sun Microsystems, Inc., located at 901 San Antonio Road, Palo Alto, California 94303 (“Sun”) and Inprise Corporation, (formerly known as Borland International, Inc.), and located at 100 Enterprise Way, Scotts Valley, CA 95066, (“Borland” or “Customer”), is made and entered into by and between the same parties. The parties agree as follows:

TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT
Technology License and Distribution Agreement • August 13th, 2001 • Borland Software Corp • Services-prepackaged software • California

This Technology License and Distribution Agreement (the “Agreement”) is entered into this 31 day of October, 1995 (the “Effective Date”) between Sun Microsystems, Inc., acting by and through its Java Products Group (“SUN”) with its principal place of business at 2550 Garcia Avenue, Mountain View, California 94043 and Borland International, Inc. a Delaware corporation with its principal place of business at 100 Borland Way, Scotts Valley, California 95066-3249 (“Licensee”).

Software License Agreement Between Sun Microsystems, Inc. and Inprise Corporation
Software License Agreement • August 13th, 2001 • Borland Software Corp • Services-prepackaged software

THIS Software License Agreement, (the “SLA”), including Exhibits A-1 through A-5 hereto (collectively, the “SLA Exhibits”), is made and entered into December 29, 2000, by and between Sun Microsystems, Inc., located at 901 San Antonio Road, Palo Alto, California 94303 (“Sun”) and Inprise Corporation, located at 100 Enterprise Way, Scotts Valley, CA 95066, (“Licensee” or “Customer” OR “Borland”). The parties agree as follows:

Sun Microsystems letterhead] November 5, 1998 Mr. Rick LeFaivre Borland International, Inc. 100 Borland Way Scotts Valley, CA 95066 Re: Administrative Amendment regarding High Risk Restrictions Dear Mr. LeFaivre:
Borland Software Corp • August 13th, 2001 • Services-prepackaged software

Your Technology License and Distribution Agreement with Sun for certain Java Technology (“TLDA”) contains a provision entitled “High Risk Activities” which: (i) provides notice that the Java Technology is not intended for certain applications or environments; (ii) prohibits your distribution of products containing the technology for such use; and (iii) requires you to flow down the notice to your licensees.

ADDENDUM 1 TO TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT
Technology License and Distribution Agreement • August 13th, 2001 • Borland Software Corp • Services-prepackaged software

This Addendum 1 (the “Addendum”) to the Technology License and Distribution Agreement dated October 31, 1995 (the “Agreement”) by and between Sun Microsystems, Inc., acting by and through its JavaSoft business unit (“Sun”), and Borland International, Inc. (“Licensee”) is entered into this 25th day of June, 1998 (the “Effective Date”) by and between the same parties.

TRADEMARK LICENSE
Trademark License • August 13th, 2001 • Borland Software Corp • Services-prepackaged software • California

This Trademark License (the “License”) is entered into this 29th day of December, 2000 (the “Effective Date”) between Sun Microsystems, Inc., a Delaware corporation with its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 (“Sun”) and Inprise Corporation, with a principal place of business at 100 Enterprise Way, Scotts Valley, CA 95066 (“Licensee”).

CONSULTING AGREEMENT
Consulting Agreement • August 13th, 2001 • Borland Software Corp • Services-prepackaged software • California

This Consulting Agreement (this “Agreement”) is entered into on May 18, 2001 between BORLAND SOFTWARE CORPORATION, a Delaware corporation (the “Company”), and DAVID HELLER (the “Consultant”).

Sun Microsystems letterhead]
Borland Software Corp • August 13th, 2001 • Services-prepackaged software

This letter will summarize the understanding reached between Sun Microsystems, Inc. (“Sun”) and Borland International, Inc. (“Borland”) concerning the Technology License and Distribution Agreement for Java technology (the “Agreement”) executed by the parties concurrently herewith.

Addendum No. 3 to the Technology License And Distribution Agreement Between Sun Microsystems, Inc. and Inprise, Inc.
Distribution Agreement • August 13th, 2001 • Borland Software Corp • Services-prepackaged software

This Addendum No. 3 (“Addendum”) to the Technology License And Distribution Agreement (“Agreement”) between Inprise, Inc., (formerly known as Borland International, Inc.) having a principal place of business at 100 Enterprise Way, Scotts Valley, CA 95066 (“Licensee”) and Sun Microsystems, Inc., having a principal place of business at 901 San Antonio Road, Palo Alto, CA 94303 (“Sun”), as amended, is entered into by and between those same parties on 6-15-2000 (the “Effective Date”). This Addendum is in addition to the Agreement. In the event of a conflict between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum shall govern. All capitalized terms used herein shall have the same meaning set forth in the Agreement, unless otherwise stated. The parties agree as follows:

MASTER SUPPORT AGREEMENT
Master Support Agreement • August 13th, 2001 • Borland Software Corp • Services-prepackaged software • California

This Master Support Agreement (“Agreement”) is made and entered into 6-15-00 (“Effective Date”) by and between Sun Microsystems, Inc., a Delaware corporation, located at 901 San Antonio Road, Palo Alto, California 94303 (“Sun”) and Inprise, Inc. located at 100 Enterprise Way, Scotts Valley, CA 95066 (“Customer”).

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