Secure Web Toolkit Developer & Joint Development Agreement

EXHIBIT 10.11



SecureWeb Toolkit/(TM)/Developer & Joint Development Agreement



Effective as of July 23, 1996, ( Effective Date"), Terisa Systems, Inc. a

------------- Delaware corporation with offices at 4984 El Camino Real, Los Altos, California ("Terisa") and Active Software, Inc., a California corporation with principal offices at 1043 N. Shoreline Blvd. Suite 201, Mountain View, CA 94043 ("Active") agree as follows:



1. BACKGROUND



1.1 Active is developing a suite of products which allow end users to access various data sources/sinks ("Legacy Applications") from WWW browsers (Netscape's in particular) by using Java applets to connect to an "Information Broker" communicating with the Legacy Applications through a series of "Adapters" (together labeled "the Active Products"). Active intends to offer a communications security option, utilizing the SSL protocol, at all levels of the Active Products including the Information Broker, the Adapters, and the WWW browser Java applets.



1.2 Active intends to license Terisa's SecureWeb Toolkit and rights to create derivative works thereof solely for the purpose of providing communications security to the servers (Information Brokers) and viewers (Adapters and browser lava applets) which make up the Active Products.



1.3 Since secure communications between Product will require support for SSL at the browser point of access and Netscape does not currently support Java access to the browser's own SSL facilities, Terisa and Active intend to co- develop a "Plug-in" to the Netscape browser which will allow SSL-based communications from Java applications ("SSL-for-Java Plug-in" or just "Plug- in").



1.4 Active's need for a SSL-for-Java capability is urgent and critical to its product strategy. However, Active's need for the SSL-for-Java Plug-in is speculative (likely to be temporary) given the possibility that Netscape may eventually provide such a capability native to its browser. Active chooses to develop the Plug-in to eliminate the risk that Netscape will not provide the capability soon enough to meet Active's needs.



1.5 Terisa's interest in an SSL-for-Java Plug-in is speculative on two grounds: first, there may not be a market for such a product: second, any prospective market for such a product would be eliminated if Netscape provides a native capability in its browser. Terisa chooses to cooperate in the development of the Plug-in primarily to meet Active's needs as a Terisa customer, and secondarily to potentially exploit the possibly temporary market for the Plug- in.



1.6 Active anticipates that they will redistribute to third parties, at most, one thousand units of its Information Broker product (which Terisa considers servers for the purpose of licensing) incorporating the SecureWeb Toolkit in its first year of operation. Additionally, Active estimates that in actual configurations, that there will be well less than ten Adapters (which Terisa is willing to consider clients for the purpose of licensing) per Information Broker.



1.7 Active intends to embed the Plug-in into its Active Products. Terisa intends to own all rights to the Plug-in and possibly license it as a Terisa product to third parties.



2. DEFINITIONS



2.1 "Confidential Information" means (i) the Toolkit in source code form and (ii) the SecureWeb library API documentation and (iii) any other confidential or proprietary information labeled as confidential either at the time of delivery or on Exhibit A hereto, or, if disclosed verbally or by examination, identified as confidential at the time and reduced to writing within 30 days thereafter.



2.2 "Computer" means one computer system under the control of a single instance of an operating system.



2.3 "Interface Modifications" means any ports, interfaces, and other software required to incorporate the RSA Source Code into the Toolkit as modified by Active under the terms of this Agreement.



2.4 "Licensed Computers" means the specific computers designated by Active and identified by manufacturer, model, serial number and location as the licensed computers for the purpose of running specific forms of the Toolkit and/or Secure Products.



2.5 "RSA Component" means the software component of the RSA Software known as TIPEM.



2.6 "RSA Software" means software for public key cryptography licensed to Terisa by RSA Data Security Inc. to Terisa ("RSA Software") and sublicensed by Terisa to Active within the Toolkit.



2.7 "RSA Source Code" means the source code form of the RSA Component, which source code shall be deemed to be Confidential Information.



2.8 "Secure Product(s)" means Server Products, and Viewer Products.



2.9 "Server Product" means software developed by or for Active which acts as a web network communication server and which incorporates portions of the Toolkit in object code form together with substantial additional value in the form of software.



2.10 "Site" means the office of Active located at the following address: 1043 N, Shoreline Blvd. Suite 201, Mountain View, CA 94043.



2.11 "Toolkit" means either or both of Terisa's SecureWeb Viewer Toolkit (the "Viewer Toolkit") and/or Terisa's SecureWeb Server Toolkit (the "Server Toolkit") as further identified in Exhibit A: Description





Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.























of the SecureWeb Viewer and Server Toolkits, and related user manuals and other documentation ("Documentation") and any Updates thereto as supplied by Terisa hereunder. "Updates" means any releases, updates, enhancements, or error corrections for a software program provided by Terisa to Active pursuant to Section 5 below.



2.12 "Viewer Product" means software developed by or for Active which works with a World Wide Web browser to communicate over the network with a Server Product and which incorporates portions of the Toolkit in object code form together with substantial additional value in the form of software.



3. GRANT OF LICENSE FOR DEVELOPMENT OF SECURE PRODUCTS



3.1 License for Secure Product Development. Subject to the terms of this

-------------------------------------- Agreement. Terisa grants to Active and Active accepts a nonexclusive, nontransferable, nonassignable, worldwide license to use, display, copy, modify and prepare derivative works of those of the following forms of the Toolkit as selected by Active on the accompanying License Order Form:



3.1.1 The Viewer Toolkit in object code form (i) solely for the purposes of developing Viewer Products and for testing, supporting, and maintaining such Viewer Products; and (ii) solely on five (5) Licensed Computers by no more than four (4) developers.



3.1.2 The Server Toolkit in object code form (i) solely for the purposes of developing Server Products and for testing, supporting, and maintaining such Server Products; and (ii) solely on five (5) Licensed Computers by no more than four (4) developers.



3.1.3 The SecureWeb Toolkit in source code form (i) for use solely at the Site; and (ii) solely for the purposes of developing, supporting, and maintaining Secure Products for the following platforms: Win 95, Windows NT, Macintosh, Solaria, Hewlett Packard, Silicon Graphics.



3.2 License to the RSA Source Code for Porting to New Platforms. If Active has

----------------------------------------------------------- selected i) a limited license to the RSA Source Code on the accompanying License Order Form; and ii) licensed the SecureWeb Toolkit in source code form (2.1.3), then subject to the terms of this Agreement Terisa grants to Active and Active accepts a nonexclusive, nontransferable, nonassignable, worldwide license, without the right to grant sublicenses, to use, copy and modify the RSA Source Code, solely at the Site and solely as required for the limited purpose of porting the RSA Component to new platforms and for no other purpose or use whatsoever.



3.3 Grant of License to the Plug-in. Upon approval and acceptance of the SSL-

------------------------------- for-Java Plug-in as described in Paragraph 4.2, Terisa shall grant Active a non- exclusive, irrevocable, world-wide (subject to applicable laws), royalty-free license to distribute the SSL-for-Java Plug-in for use with Active's Products.



3.4 Archival Copies. Active may make one(1) copy of each Toolkit for archival

--------------- purposes



4. LIMITATIONS ON LICENSES



4.1 No Right To Distribute. This SecureWeb Toolkit Developer Agreement does

---------------------- not give Active any right to sublicense or distribute the Toolkit or Active's Secure Products. Such rights shall be provided upon execution of the SecureWeb Distribution Agreement.



4.2 No Reverse Engineering. Active shall not modify, reverse engineer,

---------------------- decompile, disassemble or otherwise attempt to derive source code from the Toolkit or any part thereof which was delivered to Active solely in object code form.



4.3 Integration of Object Code. Secure Products must be designed so that an

-------------------------- experienced programmer cannot easily access the security functions provided by the Toolkit in order to use them with software that is not a Secure Product. Active agrees (i) that Secure Products will not make the security functions of the Toolkit directly accessible to the user, (ii) not to include in the documentation or provide to third parties any description of the interface between the security portions and other parts of a Secure Product and (iii) not to design or distribute the security portions of a Secure Product as a dynamically linked module such as a Dynamic Link Library (DLL) unless it satisfies all of the following requirements: (a) no function call into the module can have a similar name or provide substantially the same function as any Toolkit API function call; (b) the module must have substantial additional value in the form of program logic; and (c) Active has obtained Terisa's written approval. Terisa agrees to respond within 10 business days to such requests, such approval not to be unreasonable withheld. Terisa will permit Active to make the specifications of an approved dynamically linked security module public, if, in Terisa's sole judgment, Active has either constructed the module so that it will not function with software other than a Secure Product or the module includes additional software that makes it difficult to use it with any software other than the Secure Product.



4.4 RSA Software Not Separable. Active agrees not to (i) use the RSA Source

-------------------------- Code separately from the Toolkit (whether in source or object code form) or (ii) modify the RSA Source Code or (iii) access RSA Software's functions in any way other than through Terisa's interface, except that, provided Active has selected a license to the RSA Source Code per Paragraph 2.2, Active may then directly access and modify the RSA Software as required to create Interface Modifications for the sole purpose of porting the Toolkit to a new platform and provided that the resulting Secure Product retains substantial value from portions of the Toolkit other than the RSA Software itself. Active hereby agrees not to assert against Terisa or RSA any patent rights Active may have now or in the future with respect to any interfaces developed by Terisa or RSA without reference to the





source code developed by Active for Active's Interface Modifications. Active is not granted the right hereunder to distribute, and Active agrees not to distribute, the RSA Source Code.



4.5 Certificates. Active shall not use the RSA Software to issue electronic

------------ certificates to identify users and verify data integrity unless such right is granted to Active pursuant to an agreement with VeriSign, Inc., a Delaware corporation, or its successors in interest.



4.6 Preservation of Notices. Active agrees not to remove or destroy any

----------------------- proprietary, trademark or copyright markings, or confidentiality legends placed upon or contained within the Toolkit or any related materials or documentation. Additionally, Active shall reproduce all of Terisa's proprietary notices on all copies of the Toolkit or portions thereof made by Active in the same manner that Terisa includes such notices or in any other manner reasonably requested by Terisa. Active agrees to insert and maintain a copyright notice in the name of Active or Terisa within each Secure Application and any related materials or documentation.



5. JOINT DEVELOPMENT



5.1 Development of the Plug-In. In exchange for discounts in license fees for

-------------------------- the Terisa's SecureWeb Toolkit products, access thereto, and limited technical assistance (as further described herein), Active shall author and develop the Plug-in and technical documentation in accordance with Terisa's reasonable commercial software product standards. All Plug-in product development plans must be reviewed and approved by Terisa prior to development and/or distribution by Active.



5.2 Toolkit Delivery and Start of Development. Terisa shall deliver to Active

----------------------------------------- copies of the SecureWeb/(TM) /Toolkit in both source and object code forms upon execution of this Agreement and SecureWeb Distribution Agreement. Active shall begin engineering development of the alpha-test Plug-in no later than July 30,



5.3 Plug-in Delivery and Acceptance. Active shall deliver to Terisa an alpha-

------------------------------- test Plug-in no later than four months after the effective date of this Agreement for Terisa's review, approval, and acceptance. If Terisa fails to approve and accept such Plug-in, Terisa shall provide Active instructions so that Active can promptly implement the necessary modifications and resubmit the alpha-test Plug-in for Terisa's approval/acceptance.



5.4 Delivery of Code, and Documentation. With regard to the Plug-in, Active

----------------------------------- shall provide Terisa will all Plug-in source code, object code, documentation, test programs, and related information, in a timely fashion throughout the development period.



5.5 Press Releases. Periodically during the development of the Active

-------------- Products, Active and Terisa, either separately or jointly shall issue press releases announcing the joint development relationship envisioned by this Agreement. Wording of any press release which men ...