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Strategic Alliance And Joint Development Agreement

This is an actual contract between Akamai and Cisco.

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CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION. ASTERISK DENOTE OMISSION.



AKAMAI TECHNOLOGIES, INC.

HAS REQUESTED THAT THE MARKED PORTIONS OF THIS AGREEMENT BE GRANTED

CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933





STRATEGIC ALLIANCE AND JOINT DEVELOPMENT AGREEMENT



This STRATEGIC ALLIANCE AND JOINT DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of this ___ 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, manufacturing 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 protocols 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 Services, 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 willing standardize Akamai's hardware infrastructure on Cisco Products 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 software 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 development 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 hardware 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. Accordingly, 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 Project 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 by 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 deem 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.



3. THE PROJECTS.



3.1 CACHE INTERFACE PROJECT. Akamai and Cisco will jointly develop a cache interface protocol ("CIP") which will enable content delivery software (which shall include but may not be limited to Akamai's proprietary FreeFlow software (the "FreeFlow Software")) to interface with cache engine





products (the "Cache Engine", which shall include but may not be limited to Cisco's cache engine products), and for the Cache Engine to participate in and integrate with Akamai's content delivery service, as follows:



(a) Akamai has delivered to Cisco an initial draft of a Cache

Engine interface design document ("Cache Engine Interface Design

Document"). Engineering teams from both parties agree to work jointly

and negotiate in good faith to agree upon a final Cache Engine

Interface Design Document and a Cache Engine interface Project Plan

("Cache Engine Interface Project Plan").



(b) The parties will establish by mutual agreement target

dates for the development of the Cache Engine Interface Design Document

and the Cache Engine Interface Project Plan.



(c) Akamai shall designate Sef Kloninger (sef@akamai.com) as

its Project Manager (as defined below) for the Cache Engine interface

project, and Cisco shall designate Krish Ramakrishnan (krish@cisco.com)

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 CIP jointly developed by the

Parties (the "Jointly Developed CIP Property") shall be owned by

Akamai. Subject to the provisions of Section 3.1(e) below, with respect

to any Cisco Property expressly incorporated into CIP as finally

approved by both Parties under this Agreement, Cisco hereby grants

Akamai a nonexclusive, worldwide, perpetual, irrevocable, fully

paid-up, royalty free license, with the right to sublicense and

authorize the granting of sublicenses, to make, have made, use, import,

copy, modify, offer to sell, sell, lease and otherwise distribute such

Cisco Property solely as incorporated into CIP and any implementations

thereof. Subject to the provisions of Section 3.1(e) below, with

respect to any Akamai Property and any Jointly Developed CIP Property

expressly incorporated into CIP as finally approved by both Parties

under this Agreement, Akamai hereby grants Cisco a non-exclusive,

worldwide, perpetual, irrevocable, full paid-up, royalty free license,

with the right to sublicense and authorize the granting of sublicenses,

to make, have made, use, import, copy, modify, offer to sell, sell,

lease and otherwise distribute such Akamai Property and Jointly

Developed CIP Property solely as incorporated into CIP and any

implementations thereof. The parties further agree that Confidential

Information excludes CIP as finally approved by both Parties.



(e) The parties agree that nothing contemplated in this

Section 3.1 shall prohibit: (i) Cisco from enabling its Cache Engine to

interface with any content delivery services or other product or

service of Cisco or any third party (including enabling such interface

through creation of a new version of CIP, 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) Akamai from interfacing or offering its content

delivery services with cache products or other product or service of

Akamai or any third party (including enabling such interface through

creation of a new version of CIP, provided that Akamai does not

disclose to such third party or





CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION. ASTERISK DENOTE OMISSION.





use any Cisco Property or Cisco Confidential Information in interfacing

with such third party products).



(f) In addition to the foregoing, Cisco agrees that it will

not, during the term of this Agreement and for a period of [**]

following its termination, [**] or [**] services that [**] with Akamai

Services that utilize any of the [**] , provided however that, subject

to the other restrictions and limitations provided herein, nothing in

this Section 3.1(f) shall [**] Cisco from [**] products which [**] to

provide such services, and provided further that the restrictions on

Cisco contemplated in this Section 3.1(f) shall terminate immediately

upon any termination of this Agreement by Akamai. Akamai agrees that it

will not, during the term of this Agreement and for a period of [**]

following its termination, [**] or [**] any products that [**] with any

Cisco Product that utilizes any of the [**], provided however that,

subject to the other restrictions and limitations provided herein,

nothing in this Section 3.1(f) shall [**] Akamai from [**] its software

or services to [**] or [**] products, and provided further that the

restrictions on Akamai contemplated in this Section 3.1(f) shall

terminate immediately upon any termination of this Agreement by Cisco.



3.2 ROUTING, FLOW AND CAPACITY INFORMATION PROTOCOL DEVELOPMENT PROJECT. In consultation with Akamai and third parties, Cisco will develop a protocol specification (possibly to be named the Flow Information Protocol, or "FIP") that will enable the exchange and secure transmission of routing, flow and capacity data and other information between Cisco's routers and switches and the products and services of Akamai and other third parties ("FIP") 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 to such data being available and capable of being readily exposed:



- [**] that would [**] a router is [**];



- [**] of each [**];



- [**] on each [**];



- [**] on each [**];



- [**] on each [**];



- [**] ([**] etc.); and



- [**] information ([**], etc.).



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

dates for the development of the FIP, and (ii) negotiate in good faith

to agree upon, execute and deliver an FIP Project Plan.



(b) Akamai shall designate Bruce Maggs (bmm@akamai.com) as its

Project Manager for the Routing Protocols project, and Cisco shall

designate David Rossetti (rossetti@cisco.com) 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 FIP Project Plan or

otherwise in writing between the Parties with respect to a specific

portion: (i) the FIP, including any derivatives, improvements or

modifications created under this Agreement, shall be considered Cisco

Property under this Agreement, Cisco hereby grants Akamai a

nonexclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty

free license to use FIP as delivered to Akamai by Cisco solely to

implement certain of Akamai's software to enable Akamai, in providing

Akamai Services, to interoperate with and fully utilize Cisco Products.



(d) Akamai acknowledges that Cisco may establish and promote

the FIP as an "industry standard". Accordingly, subject to the

requirements of confidentiality with respect to Akamai's confidential

information, Cisco may at any time and at Cisco's discretion submit the

FIP to the IETF and other standards bodies. Cisco will notify Akamai if

it intends to so submit the FIP to the IETF or other standards bodies.



3.3 EMBEDDING METRIC COMPUTATION INTO ROUTERS PROJECT. Akamai and Cisco will jointly develop, name and implement one or more algorithms to enable Cisco routers and switches to compute measurable cost metrics that can be used in connection with, among other things, making content routing decisions and tracking accurate and relevant cost metric data ("Metrics Algorithms"), and to develop protocols which will provide the data resulting from such algorithms to Cisco Products and to Akamai's software ("Metrics Protocols"), as follows:



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

dates for the development of the Metrics Algorithms and Metrics

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

deliver a Project Plan relating to the development of the Metrics

Algorithms and Metrics Protocols ("Metrics Project Plan").



(b) Akamai shall designate Bruce Maggs (bmm@akamai.com) as its

Project Manager for the Metrics Protocols project, and Cisco shall

designate David Rossetti (rossetti@cisco.com) 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 Metrics Protocols jointly

developed by the parties (the "Jointly Developed Metrics Protocol

Property") shall be owned by Cisco. With respect to the Akamai

Property, if any, expressly incorporated by the parties into the

Metrics Protocols as finally approved by the Parties under this

Agreement, Akamai hereby grants Cisco a nonexclusive, worldwide,

perpetual, irrevocable, fully paid-up, royalty free license, with the

right to sublicense and authorize the granting of sublicenses, to make,

have made, use, import, copy, modify, offer to sell, sell, lease and

otherwise distribute such Akamai Property solely as incorporated in the

Metrics Protocols and any implementations thereof. With respect to the

Jointly Developed Metrics Protocol Property and the Cisco Property, if

any, expressly incorporated by the Parties into the Metrics Protocols

as finally approved by the Parties under this Agreement, Cisco hereby

grants Akamai a non-exclusive, worldwide, perpetual, irrevocable, full

paid-up, royalty free license, with the right to sublicense and



authorize the granting of sublicenses, to make, have made, use, import,

copy, modify, offer to sell, sell, lease and otherwise distribute the

Cisco Property and the Jointly Developed Metrics Protocol Property

solely as incorporated in the Metrics Protocols and any implementations

thereof. Subject to foregoing, the foregoing licenses do not grant

either Party rights to any Metrics 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 Metrics Protocol as finally approved by both Parties.



(d) Notwithstanding the provisions of Section 8, the

ownership, license and confidentiality rights of each party with regard

to the Metrics Algorithms shall be set forth as in the Project Plan.



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

Project Plan, Akamai acknowledges that Cisco may establish and promote

the Metrics Protocol as an industry standard. Accordingly, subject to

the requirements of confidentiality with respect to Akamai's

Confidential Information, Cisco may at any time and at Cisco's

discretion submit the Metrics Protocols to the IETF and other standards

bodies. Cisco will notify Akamai if it intends to so submit the FIP to

the IETF or other standards bodies.



3.4 DEVELOPMENT OF ALGORITHMS 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 changing 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) Akamai shall designate Bruce Maggs (bmm@akamai.com) as its

Project Manager for the Switch Protocols project, and Cisco shall

designate John Wakerly (wakerly@cisco.com) 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 jointly

developed by the parties (the "Jointly Developed Switch Protocol

Property") shall be owned by Cisco. With respect to the Akamai

Property, if any, expressly incorporated by the parties into the Switch

Protocols as finally approved by the Parties under this Agreement,

Akamai hereby grants Cisco a nonexclusive, worldwide, perpetual,



irrevocable, fully paid-up, royalty free license sublicense and

authorize the granting of sublicenses, to make, have made, use, import,

copy, modify, offer to sell, sell, lease and otherwise distribute such

Akamai Property solely as incorporated in the Switch Protocols and any

implementations thereof. With respect to the Cisco Property and the

Jointly Developed Switch Protocol Property, Cisco hereby grants Akamai

a non-exclusive, worldwide, perpetual, irrevocable, full paid-up,

royalty free license, with the right to sublicense and authorize the

granting of sublicenses, to make, have made, use, import, copy, modify,

offer to sell, sell, lease and otherwise distribute the Cisco Property

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
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