Strategic Alliance & Joint Development Agreement

Confidential Materials omitted and filed separately

with the Securities and Exchange Commission. Asterisk

denote omission.







STRATEGIC ALLIANCE AND JOINT DEVELOPMENT AGREEMENT



This S TRATEGIC ALLIANCE AND JOINT DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of this 6th day of August, 1999, (the "Effective Date") by and between CISCO SYSTEMS, INC., a California corporation, with offices at 170 W. Tasman Drive, San Jose, California 95134 ("Cisco"), and AKAMAI TECHNOLOGIES, INC., a Delaware corporation, with offices at 201 Broadway, Cambridge, MA 02139 ("Akamai").



RECITALS:



A. Cisco is in the business of developing, manufa cturing and selling routers, switches and other hardware and software products for use in computer and communications networks ("Cisco Products"), including but not limited to certain products for the caching and secure transmission of data and certain pr otocols for the exchange of information.



B. Akamai has developed proprietary technology to efficiently deliver content over the Internet and is in the business of providing content distribution services ("Akamai Services"). To support its Akamai S ervices, Akamai has, among other things, deployed a worldwide network dedicated to web content delivery.



C. The parties wish to enter into a strategic development, integration and joint marketing arrangement, and wherever practicable, Akamai is [ **] and to undertake such other obligations as are set forth herein, on the terms and conditions contained in this Agreement.







NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:



1. DEFINITIONS.



Capitalized terms used in this Agreement are defined throughout the Agreement. Terms not defined therein shall be given their plain English meaning; provided, however, that those terms, acronyms and phrases known in the computer soft ware industry which are not defined shall be interpreted in accordance with their generally accepted industry meaning.



2. INTENT AND PURPOSE OF ALLIANCE; PROJECT PLANS.



2.1 INTENT AND PURPOSE. This Agreement contemplates certain joint deve lopment activities between Cisco and Akamai that are intended to facilitate and promote faster and more efficient Internet content delivery by, among other things, developing protocol specifications and algorithms enabling Cisco's router and switch hardwa r e and equipment technologies and capabilities to interoperate with Akamai's Internet content delivery technologies, services and capabilities. Pursuant to the foregoing, it is the current intent of the parties to undertake the development and integration projects specified in Section 3 below (the "Projects").



2.2 PROJECT PLANS. Notwithstanding the provisions of Section 2.1 above, the parties understand that the technical and commercial feasibility of the Projects has not been established. Accordin gly, while it is the present intent of the parties to undertake the Projects, either party may at its sole discretion decline to agree to undertake any or all of the Projects without obligation or penalty. It is further understood and agreed that each Pro j ect undertaken pursuant to this Agreement will be subject to the execution and delivery by the Parties of a separate Project plan for each Project undertaken (each, a "Project Plan"). When executed, each Project Plan will be attached to and incorporated b y reference into this Agreement, and the terms and conditions of the Project Plan shall control to the extent inconsistent with the terms contained herein. The Parties agree that each Project Plan will set forth, among other things as the parties shall dee m appropriate, the following:



- a detailed description of the Project;



- any design documents or specifications (unless the Project

contemplates creation or development of the same);



- Project deliverables, if any, that either or both Parties will

be responsible for creating and developing;



- tasks, responsibilities, covenants and agreements of each

Party relating to the Project;



- deadlines, interim milestones, and other matters relating to

timing and delivery or performance under the Project;



- Intellectual Property rights or licenses to the extent

different from the terms of this Agreement;



- exclusivity rights or other restrictions on use with or

marketing of competing technologies, if any;



- termination rights of the Parties relating to the Project;



- obligations of the Parties to manufacture, market or sell

implementations of the Project; and



- any other terms or conditions that vary from the terms and

conditions set forth in this Agreement.





Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisk denote omission.



3. THE PROJECTS.



3.1 [**] PROJECT. Akamai and Cisco will jointly develop a [**] proto col ("[**] ") which will enable content delivery software (which shall include but may not be limited to Akamai's proprietary FreeFlow software (the "FreeFlow Software")) [**] products (the "[**]", which shall include but may not be limited to Cisco's [** ] products), and for the [**] to participate in [**] Akamai's content delivery service, as follows:



(a) Akamai has delivered to Cisco an initial draft of a [**]

document ("[**] Document"). Engineering teams from both parties agree

to work jointly and negotiate in good faith to agree upon a final [**]

Document and a [**] Project Plan ("[**] Project Plan").



(b) The parties will establish by mutual agreement target

dates for the development of the [**] Document and the [**] Project



(c) Akamai shall designate [**] as its Project Manager (as

defined below) for the [**] project, and Cisco shall designate [**] as

its Project Manager. Either Party may change its Project Manager and

appoint a substitute Project Manager for this Project.



(d) Subject to the ownership rights set forth in Section 8,

the Parties agree that all aspects of [**] jointly developed by the

Parties (the "Jointly Developed [**] Property") shall be [**]. Subject

to the provisions of Section 3.1(e) below, with respect to any Cisco

Property expressly incorporated into [**] as finally approved by both

Parties under this Agreement, [**] solely as incorporated into [**] and

any implementations thereof. Subject to the provisions of Section

3.1(e) below, with respect to any Akamai Property and any Jointly

Developed [**] Property expressly incorporated into [**] as finally

approved by both Parties under this Agreement, [**] solely as

incorporated into [**] and any implementations thereof. The parties

further agree that Confidential Information excludes [**] as finally

approved by both Parties.



(e) The parties agree that nothing contemplated in this

Section 3.1 shall prohibit: (i) [**] or other product or service of

Cisco [**] , provided that Cisco does not disclose to such third party

or use any Akamai Property or Akamai Confidential Information in

interfacing with such third party products); and (ii) [**] or other

product or service of Akamai [**], provided that Akamai does not

disclose to such third party or use any Cisco Property or Cisco

Confidential Information in interfacing with such third party

products).



(f) In addition to the foregoing, [**], during the term of

this Agreement and for a period of [**] following its termination,

[**], provided however that, subject to the other restrictions and

limitations provided herein, nothing in this Section 3.1(f) shall [**],

and provided further that the [**] in this Section 3.1(f) shall

terminate immediately upon any termination of this Agreement by Akamai.

[**], during the term of this Agreement



Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisk denote omission.



and for a period of [**] following its termination, [**], provided

however that, subject to the other restrictions and limitations

provided herein, nothing in this Section 3.1(f) shall [**], and

provided further that the [**] in this Section 3.1(f) shall terminate

[**] any termination of this Agreement by Cisco.



3.2 [**]. In consultation with [**] will develop a [ **] that will enable [**] to be used by the each of the Parties to enhance the interoperation of their products or services. By way of example (but without limitation), it is anticipated that the following data may be included in such protocols, subject t o such data being available and capable of being readily exposed:



- [**];



- [**];



- [**];



- [**];



- [**];



- [**];



- [**].



(a) The parties will (i) establish by mutual agreement target

dates for the development of [**], and (ii) negotiate in good faith to

agree upon, execute and deliver an 2 Project Plan.



(b) Akamai shall designate [**] as its Project Manager for the

[**] project, and Cisco shall designate [**] as its Project Manager.

Either Party may change its Project Manager and appoint a substitute

Project Manager for this Project.



(c) Unless expressly agreed to in the [**] Project Plan or

otherwise in writing between the Parties with respect to a specific

portion: (i) the [**], including any derivatives, improvements or

modifications created under this Agreement, shall be considered [**]

Property under this Agreement,[**] as delivered to [**] solely to

implement certain of [**], in providing [**], to interoperate with and

fully utilize [**].



(d) [**] may establish and promote the [**] as an [**].

Accordingly, subject to the requirements of confidentiality with

respect to [**] confidential information, [**] may at any time and at

[**] discretion [**]. [**] will notify [**] if it intends to so [**].



3.3 [**] PROJECT. Akamai and Cisco will jointly develop, name and implement one or more [**] that can be used in connection with, among other things, [**], and to [**] which will provide the data resulting from [**], as follows:



(a) The parties will (i) establish by mutual agreement target

dates for the development of the [**], and (ii) negotiate in good faith

to agree upon, execute and deliver a Project Plan relating to the

development of the [**].



Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisk denote omission.



(b) Akamai shall designate [**] as its Project Manager for the

[**] project, and Cisco shall designate [**] as its Project Manager.

Either Party may change its Project Manager and appoint a substitute

Project Manager for this Project.



(c) Subject to the ownership rights set forth in Section 8,

the parties agree that all aspects of the [**] by the parties (the

"[**]") shall be [**]. With respect to the [**], if any, expressly

incorporated by the parties into the [**] as finally approved by the

Parties under this Agreement, [**] solely as incorporated in the [**]

and any implementations thereof. With respect to the [**], if any,

expressly incorporated by the Parties into the [**] as finally approved

by the Parties under this Agreement, [**] solely as incorporated in the

[**] and any implementations thereof. Subject to foregoing, the

foregoing licenses do not grant either Party rights to any [**] created

by the other party subsequent to the version finally approved by the

Parties under this Agreement. The parties further agree that

Confidential Information excludes the [**] as finally approved by both



(d) Notwithstanding the provisions of Section 8, the

ownership, license and confidentiality rights of each party with regard

to the [**] shall be set forth as in the Project Plan.



(e) Except as may be otherwise expressly provided in the

Project Plan, [**]. Accordingly, subject to the requirements of

confidentiality with respect to [**] Confidential Information, [**] at

any time and [**] to the [**]. [**] if it intends to [**].



3.4 DEVELOPMENT OF A LGORITHMS AND PROTOCOLS TO CONTROL CISCO SWITCHES IN COMBINATION WITH AKAMAI'S CONTENT DELIVERY SYSTEM. Akamai and Cisco shall form a working group to jointly develop, name and implement a next generation switch with the ability to dynamically adapt to ch a nging network conditions and distribute content according to more sophisticated algorithms than is possible with existing routing algorithms ("Switch Algorithms") and to develop protocols which will provide the data resulting from such algorithms to Cisco Products and to Akamai's software ("Switch Protocols"), as follows:



(a) The parties will (i) establish by mutual agreement target

dates for the development of the Switch Algorithms and Switch

Protocols, and (ii) negotiate in good faith to agree upon, execute and

deliver a Switch Algorithms and Switch Protocols Project Plan ("Switch

Project Plan").



(b) [**] shall designate [**] as its Project Manager for the

Switch Protocols project, and [**] shall designate as its Project

Manager. Either Party may change its Project Manager and appoint a

substitute Project Manager for this Project.



(c) Subject to the ownership rights set forth in Section 8,

the parties agree that all aspects of the Switch Protocols [**] (the

"[**] Switch Protocol Property") [**]. With



Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisk denote omission.



respect to the [**], if any, expressly incorporated by the parties into

the Switch Protocols as finally approved by the Parties under this

Agreement, [**] solely as incorporated in the Switch Protocols and any

implementations thereof. With respect to the [**] and the Jointly

Developed Switch Protocol Property, [**] solely as incorporated in the

Switch Protocols and any implementations thereof. Subject to foregoing,

the foregoing licenses do not grant either Party rights to any Switch

Protocols created by the other party subsequent to the version finally

approved by the Parties under this Agreement. The parties further agree

that Confidential Information excludes the Switch Protocol as finally

approved by both Parties.



(d) Notwithstanding the provisions of Section 8, the

ownership, license and confidentiality rights of each party with

respect to any Switch Algorithms shall be set forth as in the Project



(e) Except as may be otherwise expressly provided in the

Project Plan, [**]. Accordingly, subject to the requirements of

confidentiality with respect to [**] Confidential Information, [**] may

at any time and [**] the Switch Protocols to the [**].

[**] will notify [**] if it intends to [**].



3.5 [**]. Each party agrees to use commercially reasonable efforts and explore, assess and investigate the possibility of [**]. Akamai shall designate [**] to evaluate the project contemplated in this Section 3.5, and Cisco shall assign [**]. Either Party may change its Project Manager and appoint a substitute Project Manage r for this Project.



3.6 [**]. Each party agrees to use commercially reasonable efforts and explore, assess and investigate the possibility of developing modifications to the Cisco Products and Akamai Services to support and enable more efficient d istribution of [**]. Akamai shall designate [**] to evaluate the Project contemplated in this Section 3.6, and Cisco shall assign [**]. Either Party may change its Project Manager and appoint a substitute Project Manager for this Project.



3.7 ADD ITIONAL DEVELOPMENT AND INTEGRATION OPPORTUNITIES. During the term of this Agreement, the parties may explore and assess other possible joint development or integration opportunities consistent with the intent and purpose of this Agreement.



4. ADDITIONAL AGREEMENTS OF THE PARTIES.



4.1 STRATEGIC INVESTMENT IN AKAMAI BY CISCO. Concurrent with the execution and delivery of this Agreement, Cisco and Akamai have executed and delivered that certain Preferred Stock Purchase Agreement and all docum ents ancillary thereto, pursuant to which Cisco has acquired 1,867,480 shares of Akamai's Series E Preferred Stock, at an aggregate purchase price of $49,000,807.72.





Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisk denote omission.



4.2 LOGO USAGE; [**]. Cisco hereby grants Akamai the right to use Cisco's logo, subject to logo usage guidelines to be provided by Ci sco to Akamai. Akamai hereby grants Cisco the right to use Akamai's logo, subject to logo usage guidelines to be provided by Akamai to Cisco. During the term of this Agreement, each party also agrees that it will whenever commercially feasible [**]. Akama i will also notify Cisco from time to time [**]. Each party further agrees that it shall not, during the term of this Agreement, [**]; provided, however, that the foregoing restrictions shall not preclude a Party from (i) providing support comments or quot e s to third party press releases, announcements or other marketing communications (provided the Party does not initiate the is ...