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EXHIBIT 10.1


SOFTWARE LICENSE AGREEMENT


This agreement ("Agreement") is made between Symantec Corporation, a Delaware corporation having offices at 10201 Torre Avenue, Cupertino CA 95014 ("Symantec"), and Intel Corporation, a Delaware corporation having offices at 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124 ("Intel"). Symantec and Intel are each individually referred to herein as a "Party" and collectively as the "Parties." This Agreement shall become effective on the date as of which both parties have executed the agreement (the "Execution Date").


AGREEMENT


1.0 DEFINITIONS


1.1 "LDVP SOFTWARE" means that certain Intel LANDesk(R) Virus Protect
software specified in Exhibit A (which does not include the Common
Technology Software and Third Party Software), which includes the Antivirus
Specific Software, in both Source Code and Object Code form, all associated
Design Documentation and End User Documentation plus all generally
available language translations of the foregoing.


1.2 "COMMON TECHNOLOGY SOFTWARE" means that certain Intel Common
Technology Software specified in Exhibit A, in Object Code form, and any
subsequent Releases and Maintenance Updates, API definitions, plus all
generally available language translations of the foregoing.


1.3 "AVC SOFTWARE" means the Norton Anti-Virus Client software specified
in Exhibit A, in Object Code form, which contains functionality equivalent
to that which is offered as Symantec's standard anti-virus client product,
any subsequent Releases and Maintenance Updates, End User Documentation,
and API definitions, plus all generally available language translations of
the foregoing.


1.4 "LICENSED SYMANTEC PRODUCTS" means any product sold or licensed by
Symantec, which contains the Common Technology Software.


1.5 "LICENSED INTEL PRODUCTS" means any product sold or licensed by Intel,
which contains the AVC Software.


1.6 "RELEASE" means a major release or point release of any software
licensed by either Party under this Agreement, which is designated by the
licensor Party in its sole discretion as a new release. A "Major Release"
means a significantly enhanced or revised release of such software, as
customarily signified in the software industry by a change in the digit
which appears immediately to the left of the decimal point in the version
number. A "Point Release" means a new release of such software that may
contain new features and functionality and is customarily signified by the
software industry by a change in the digit that appears to the right of the
decimal point in the version number. "Release" specifically excludes
"Maintenance Updates."


Confidential treatment has been requested for portions of this document.


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1.7 "MAINTENANCE UPDATE" means changes to fix a bug or correct an error to
an existing release of any software licensed by either Party to the other
Party under this Agreement, made by or for the licensor Party in its sole
discretion, and which is designated by the licensor Party as a maintenance
update.


1.8 "DESIGN DOCUMENTATION" shall mean any documentation existing as of the
Execution Date of the Agreement or thereafter relating to (i) how software
was developed, (ii) how the software works, is organized or is partitioned
internally, (iii) how a licensee other than an end user can if granted the
right modify or add to the software functionality, (iv) any non-public
APIs, and/or (v) any written confidential and trade secret information of a
technical nature provided by one Party to the other under this Agreement.


1.9 "END-USER DOCUMENTATION" shall mean any end user installation and user
guides, manuals, and other technical information in printed and
machine-readable form that are normally provided by the licensor Party to
end users of software. End User Documentation specifically excludes Design
Documentation and any Source Code documentation.


1.10 "OBJECT CODE" means software, including all computer programming code
in binary form that is directly executable by a computer after suitable
processing but without the intervening steps of compilation or assembly,
and all help, message, and overlay files.


1.11 "SOURCE CODE" means the software code from which Object Code is
compiled. Source code includes the commented software Source Code and
design documentation for the relevant software, as well as all other
materials, in both machine readable and hard-copy form, that are used to
develop or test the software. Source Code includes, for example, relevant
electronically readable source documentation, design documents, data
models, test scripts, help materials, and tutorial programs.


1.12 "SUBSIDIARY" means any corporation, company or other entity with
regard to which (a) greater than fifty percent (50%) of whose outstanding
shares or securities entitled to vote for the election of directors or
similar managing authority is directly or indirectly owned or controlled by
a Party hereto; or (b) which does not have outstanding shares or securities
but greater than fifty percent (50%) of whose ownership interest
representing the right to make such decisions for such entity is, now or
hereafter, owned or controlled, directly or indirectly, by a party hereto;
provided however, that in each case such corporation, company or other
entity shall be deemed a Subsidiary only so long as such ownership or
control exists and exceeds fifty percent (50%). For purposes of this
Agreement, the terms Intel and Symantec shall include all of each
respective Party's Subsidiaries.


1.13 "SMA" means a Service Maintenance Agreement between Intel and
licensees of LDVP 5.X in one of the forms attached as Exhibit D.


1.14 "VPA" means a Volume Purchase Agreement between Intel and licensees of
LDVP 5.X in one of the forms attached as Exhibit D.


1.15 "NET REVENUE" means actual gross receipts from sales, marketing and
distribution of the products, less taxes (including, but not limited to,
any sales, use, excise or other taxes), bad debts, interest, currency
exchange fees and other finance charges, shipping


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costs (including, but not limited to, insurance, transportation costs and
duties) and allowances for returns, defects, replacements or stock
balances. If any product is distributed with other products in a package
for a single price, the Net Revenue attributable to such product will be
determined by prorating the receipts from the sale or license of the
package according to the suggested retail prices, or if no suggested retail
price is announced, the values established by the Party selling the product
, for the separate works contained in the package, whether or not such
products are distributed separately, provided that such values are
reasonably related to the values, marketing potentials or cost of the
separate products. Net Revenue will not include any receipts from copies of
the products which are distributed by the Party to previous purchasers of
the products as back-up, replacement or update copies for which that Party
does not receive payment in excess of $15.00, and no amount will be
credited or paid to the other Party with respect to any receipts from
copies of the products supplied for promotional purposes to the press,
trade, sales representatives or potential customers for the products.
Amounts received by a Party as deposits or advances will not be deemed to
have been received until shipments of the product to the party making the
deposits or advances have been made against such deposits or advances.
Partial payments of an invoice will be prorated over all products included
in the invoice. Amounts received by the Party in foreign currencies will be
deemed converted into United States Dollars at the average exchange rates
used by the Party in its financial statements for the month of receipt.


1.16 "THIRD PARTY SOFTWARE" means the third party software code included in
LDVP Software Version 5.0 and LDVP Software Version 6.0 specified in
Exhibit A.


1.17 "AV SUBSCRIPTION" means a subscription granting rights to receive
updated virus pattern files over a specified period of time for end users
of the AVC Software.


1.18 "INTELLECTUAL PROPERTY" means (i) copyrights and trade secrets in the
software as delivered; and (ii) to the minimum extent that is necessary to
exercise the copyright license, claims of patents that read on inventions
incorporated into the software as delivered


1.19 "ANTIVIRUS SPECIFIC SOFTWARE" means that portion of the LDVP Software
that is specific to detection and removal of viruses.


2.0 INTEL DELIVERABLES


2.1 INITIAL DELIVERY OF SOFTWARE: Intel shall deliver to Symantec the LDVP
Software version 5.0, alpha version 6.0, Common Technology Software and
associated End-User Documentation and any available mail extensions or
foreign language translations that are available as of the Execution Date
within thirty (30) days after the Execution Date. Intel shall also deliver
available training materials and sales/marketing collateral specifically
related to the LANDesk Virus Protect product to Symantec at this time..
Additionally, Intel shall deliver to Symantec the English only LDVP
Software version 6.0 (without mail extensions or foreign language
translations) 10 days after Intel determines, in its reasonable discretion,
that development and testing of such product are complete based on Intel's
normal criteria (including as set forth in Exhibit F) for releasing LANDesk
software products and based on Intel's definition of the product (i.e. no
custom development work for Symantec is contemplated). Concurrent with the
LDVP 6.0 alpha


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delivery, Intel shall either deliver all Intel proprietary tools (including
localization tools) necessary to build LDVP 6.0 under the license
provisions set forth in Section 4.5 or will help Symantec identify
alternative tools and/or processes to accomplish such build, however Intel
will be under no obligation to obtain or provide Symantec with third party
software tools.


2.2 SUBSEQUENT DELIVERY OF RELEASES: Any Releases and Maintenance Updates
to the Common Technology Software developed by or for Intel during the term
of this Agreement shall be provided to Symantec at such time as the Release
or Maintenance Update is made generally available to third parties. Intel
further agrees to provide to Symantec beta versions of any Releases or
Maintenance Updates (if any) at or before the time that Intel provides beta
versions to any third party. Symantec further acknowledges that,
notwithstanding any other provision of this Agreement, Intel will not be
required to deliver to Symantec any Releases of Common Technology Software
relating to unique features developed by or for Intel solely for a single
customer.


2.3 AGREEMENT DELIVERY AND ASSIGNMENT: On the Execution Date, Intel shall
deliver to Symantec true and correct copies of all current VPAs and site
agreement for the LANDesk(R) Virus Protect product to Symantec.
Furthermore, Intel represents that the VPA's are substantially similar to
the sample VPA agreement in Exhibit D.


2.4 CUSTOMER DATABASES: On the Execution Date, Intel shall deliver to
Symantec customer databases related to the LDVP Software in a MS excel
format containing information available to Intel for each database as
further defined in Exhibit E. Furthermore, Intel represents that the SMAs
referred to therein are substantially similar to the sample SMA agreements
in Exhibit D with the exception of customers who choose the enterprise
level support upgrade which includes 7x24 hour support. Symantec represents
that to the extent the LDVP customers remain separately identified, such
lists or databases shall not be provided to any third party without Intel's
prior written consent.


3.0 SYMANTEC DELIVERABLES


3.1 INITIAL DELIVERY: Symantec shall deliver to Intel the AVC Software,
associated End-User Documentation, technical API's for the underlying AV
scan engine included in the AVC Software, and any associated Design
Documentation related to such APIs within thirty (30) days after the
execution of this Agreement by both Parties.


3.2 SUBSEQUENT DELIVERY OF RELEASES: Any Releases and Maintenance Updates
to the AVC Software (after the delivery of the initial release) developed
by or for Symantec during the term of this Agreement shall be provided to
Intel at such time as the Release or Maintenance Update is made generally
available to third parties (including technical API's for the underlying AV
scan engine). Symantec further agrees to provide to Intel beta versions of
any Releases or Maintenance Updates (if any) at or before the time that
Symantec provides beta versions generally to third parties. Intel further
acknowledges that, notwithstanding any other provision of this Agreement,
Symantec will not be required to deliver to Intel any Releases of the AVC
Software relating to unique features developed by or for Symantec solely
for a single customer. Symantec shall also make Releases and Maintenance
Updates, including but not limited to virus pattern file updates, available
to


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Intel in a format that can be delivered by Intel to its customers via
electronic means, e.g. FTP or other web-based delivery mechanism.


3.3 SYMANTEC UPDATE OBLIGATION: Symantec will provide, for no additional
cost, Maintenance Updates and Releases of LDVP Software to any end user
customer who has an unexpired SMA for LANDesk Virus Protect software on the
Execution Date of the Agreement, for such time as the SMA is unexpired.


4.0 INTEL LICENSES TO SYMANTEC


4.1 LDVP SOFTWARE LICENSE: Subject to the terms and conditions of this
Agreement, Intel grants Symantec a non-exclusive, worldwide, irrevocable,
transferable, fully paid up (in accordance with the payment terms in
Section 11.1), perpetual license (with the right to sublicense) under
Intel's Intellectual Property in the LDVP Software to reproduce, have
reproduced, prepare and have prepared derivative works of, publicly
display, use, and distribute the LDVP Software and derivative works
thereof, in both Object Code and Source Code form to third parties;
provided that:


4.1.1 For twenty four (24) months after the Execution Date, Intel
agrees not to license LDVP Software (excluding the Antivirus Specific
Software, which is restricted as set forth in Section 4.1.3 below) or
derivatives thereof to [*] (including their respective successors in
interest, or assignees) for use in their anti-virus products.


4.1.2 From twenty four (24) months to thirty six months (36) after the
Execution Date, Intel agrees that if it licenses any derivatives of
LDVP Software (excluding the Antivirus Specific Software, which is
restricted as set forth in Section 4.1.3 below) to [*] (including
their respective successors in interest, or assignees) it shall make
available the same derivatives on a royalty free basis (subject to any
underlying royalties owed by Intel) to Symantec.


4.1.3 With respect to the Antivirus Specific Software, Intel agrees
that for the term of this Agreement, it will not use the Antivirus
Specific Software in the stand-alone anti-virus business and that it
will not (a) license or sell it to [*] (including their respective
successors in interest or assignees), or (b) license or sell the
buildable Object or Source Code to any other person or entity for
antivirus purposes, or (c) allow its licensees or assignees to do such
restricted acts. Notwithstanding the foregoing and subject to Intel's
payment of any applicable royalties set forth in the Agreement, Intel
shall not be prohibited from licensing or selling the Antivirus
Specific Software in conjunction with any Intel services and/or
products authorized herein (e.g, Intel(R) Answer Express sm, Intel(R)
LANDesk(R) Client Manager, etc.) or hereinafter as agreed upon by the
Parties. Additionally, Intel shall be permitted to license the
buildable Object or Source Code in conjunction with any outsourcing of
Intel support obligations. After the term of this Agreement has
expired, Intel will not be subject to the restrictions on the
Antivirus Specific Software set forth in this Section 4.1.3.


* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


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4.2 COMMON TECHNOLOGY SOFTWARE LICENSE: Subject to the terms and
conditions of this Agreement, Intel grants Symantec a non-exclusive,
worldwide, non-transferable (except for assignment pursuant to Section
18,8), license under Intel's Intellectual Property in the Common Technology
Software (without the right to sublicense except as set forth below in
Section 4.3) to reproduce, have reproduced, publicly display, distribute
and use the Common Technology Software solely in Object Code form to third
parties; provided that:


4.2.1 In the event that Intel sells, assigns, or otherwise transfers
its rights in the Common Technology Software to a third party, which
is unable or unwilling to satisfy the support obligations related
thereto as set forth in this Agreement, Intel shall deliver to
Symantec the Common Technology Software in Source Code form and
provide Symantec with a limited license to use such Source Code solely
for support pursuant to the terms of this Agreement.


4.3 COMMON TECHNOLOGY SOFTWARE DISTRIBUTION: Symantec may distribute the
Common Technology Software in Object Code form solely through license
agreements binding on all parties in the distribution chain and/or on the
end user, which shall contain terms no less restrictive than those normally
used when Symantec distributes its own software products. In addition,
Symantec shall only distribute Common Technology Software when integrated
with Symantec products (which shall include for purposes of this
restriction the LDVP Software) and not in stand-alone form.


4.4 LIMITED SOURCE CODE LICENSES::


4.4.1 Subject to the terms and conditions of this Agreement, Intel
grants to Symantec a non-exclusive, non transferable, royalty free,
internal use only license under Intel's trade secret rights to use the
Source Code of the Common Base Agent ("CBA") software as set forth in
Exhibit A (i.e. - Common Base Agent Ping Discovery Service and Common
Base Agent Network Transport System) for the sole and exclusive
purpose of facilitating identification of software bugs and anomalies
and providing suggested fixes and workarounds to both Symantec's
Licensed Symantec Products customers and Intel, provided that:


4.4.1.1 Symantec shall strictly comply with the Source Code
Confidentiality provisions as set forth in Section 18.2.1;


4.4.1.2 No copyright, patent or other intellectual property
rights are granted to Symantec pursuant to this Section 4.4.1.
Intel shall provide one (1) copy of the CBA Source Code to
Symantec not later than Symantec's first commercial shipment of a
Licensed Symantec Product and shall provide Symantec with
periodic Source Code updates for the CBA software within a
reasonable period following Intel's commercial shipment of a new
Release; and


4.4.1.3 Intel shall not provide to Symantec, nor shall Intel be
required to obtain for Symantec, the Source Code to any third
party software which may be included in the CBA software.
Notwithstanding


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the foregoing, Intel shall notify Symantec of any third party
software contained in the CBA software.


4.4.2 Upon reasonable request by Symantec, which shall not be
unreasonably denied by Intel, and subject to the terms and conditions
of this Agreement, Intel shall, on a case by case basis, grant to
Symantec a non-exclusive, non transferable, royalty free license under
Intel's Intellectual Property rights to create derivatives of the
Source Code of the Common Technology Software solely by porting the
Source Code to function with Operating Systems ("OS's") which are not
supported by Intel. In conjunction with the foregoing, Intel also
grants to Symantec, a non-exclusive, non-transferable, royalty free
license under Intel's Intellectual Property rights to copy and
distribute the Common Technology Software derivatives in Object Code
form only to customers of Licensed Symantec Products. The conditional
rights and licenses set forth in this Section 4.4.2 are also subject
to the following:


4.4.2.1 Symantec shall strictly comply with the Source Code
Confidentiality provisions as set forth in Section 18.2.1;


4.4.2.2 Intel shall own all rights to the derivative Common
Technology Software Source Code and Object Code created by
Symantec as authorized hereunder and Symantec shall cooperate in
making all necessary assignments of copyrights and any other
Intellectual Property rights necessary to perfect Intel's full
ownership interest therein;


4.4.2.3 Symantec shall distribute the derivative Common
Technology Software Object Code solely with Symantec's anti-virus
products and shall not distribute the derivative Common
Technology Software Object Code in standalone form;


4.4.2.4 Symantec shall not sublicense or otherwise transfer the
derivative Common Technology Software Source Code to any third
party without Intel's express prior written permission, which
Intel may withhold at its sole discretion;


4.4.2.5 Symantec shall be solely responsible for the maintenance
and support of any derivative Common Technology Software Source
Code and Object Code created by Symantec as authorized hereunder
and shall provide Intel with copies thereof in both Source Code
and Object Code form upon their completion. Additionally,
Symantec shall periodically provide Intel with updates to such
derivative Common Technology Software Source and Object Code upon
their availability; and


4.4.2.6 Intel shall not be required to provide to Symantec, nor
shall Intel be required to obtain for Symantec, the Source Code
to any third party software which may be included in the Common
Technology Software. Notwithstanding the foregoing, Intel shall
notify


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Symantec of any third party software contained in the Common
Technology Software.


4.4.3 Upon any termination or expiration of this Agreement, Intel
shall be under no further obligation to provide Symantec with: (I) the
Common Technology Software Source Code as set forth in Section 4.4.2
above if not previously provided pursuant to the terms thereof, or
(ii) updates or support of any kind for the Object Code or Source Code
provided to Symantec prior to such termination or expiration under
this Section 4.0.


4.5 LIMITED OBJECT CODE LICENSE TO LDVP 6.0 TOOLS


4.5.1 Subject to the terms and conditions of this Agreement, Intel
grants to Symantec a time limited, non-exclusive, non transferable,
royalty free, internal use only Object Code license under Intel's
Intellectual Property rights to copy and use those Intel proprietary
LDVP 6.0 tools delivered pursuant to Section 2.1 for the sole and
exclusive purpose of building English and localized versions of the
LDVP 6.0 product provided that:


4.5.1.1 Symantec employs reasonable commercial efforts to move
LDVP 6.0 into its own build and localization environment as soon
as feasible;


4.5.1.2 Intel shall be under no obligation to provide support for
the tools provided other than high level instruction and/or
documentation regarding use of the tool(s);


4.5.1.3 This license shall expire and Symantec shall return or
destroy and render unrecoverable, at Intel's option, all copies
of the LDVP 6.0 tools provided hereunder by Intel upon the
earlier of (I) Symantec's completion of its integration of LDVP
6.0 into its own build and localization environment, or (ii)
January 1, 2000);


4.5.1.4 For purposes of this license only, any Intel proprietary
"Make" or similar type tool files necessary for the LDVP 6.0
build shall be considered part of the Object Code and may be
modified as necessary by Symantec; and


4.5.1.5 Symantec shall only make a reasonably sufficient number
of copies of the LDVP 6.0 tools provided by Intel hereunder to
accomplish the LDVP 6.0 build and facilitate migration to
Symantec's own software build and localization environment.

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