<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q/A
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-27900
ISOCOR(R)
(Exact name of Registrant as Specified in Its Charter)
California 95-4310259
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3420 Ocean Park Blvd., Santa Monica, CA 90405
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 581-8100
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
9,822,225 Shares of Common Stock of the Registrant were outstanding
as of September 30, 1998
The undersigned is hereby filing Exhibit 10.21 to its Quarterly Report on Form
10-Q for the quarter ended September 30, 1998, which exhibit was previously
omitted.
1
<PAGE> 2
PART II Other Information
Item 6. - Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this Quarterly Report on
Form 10-Q:
10.21+ Software License Agreement between the Registrant and
Netscape Communications Corporation dated September 30, 1998
27.1 Financial Data Schedule.
+ Confidential Treatment Requested.
(b) No reports on Form 8-K have been filed during the quarter for which
this report has been filed.
3
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 10-Q/A to be signed on its
behalf by Janine M. Bushman, thereunto duly authorized to sign on behalf of the
registrant and as the principal financial officer thereof.
ISOCOR
Date: January 27, 1999 By: /s/JANINE M. BUSHMAN
------------------------------------
Janine M. Bushman, Vice President,
Finance and Administration, and
Chief Financial Officer (Principal
Financial and Accounting Officer)
4
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibits Page
- -------------------------------------------------------------------------------
<S> <C> <C>
10.21 Software License Agreement between the Registrant
and Netscape Communications Corporation dated
September 30, 1998 ........................................ 5
27.1 Financial Data Schedule ................................... 36
</TABLE>
5
<PAGE> 1
EXHIBIT 10.21
SOFTWARE LICENSE AGREEMENT
(SOURCE AND OBJECT CODE)
This Software License Agreement, including the exhibits and attachments hereto
(the "AGREEMENT"), is effective as of the Effective Date set forth below,
between ISOCOR, a California corporation located at 3420 Ocean Park Blvd, Santa
Monica, CA 90405, ("ISOCOR"), and Netscape Communications Corporation, a
Delaware corporation located at 501 East Middlefield Road, Mountain View, CA
94043 and its wholly-owned subsidiaries (collectively "NETSCAPE"), under which
ISOCOR grants Netscape certain rights in the source code ("SOURCE CODE") and
object code ("OBJECT CODE") of the specified software developed or licensed by
ISOCOR (the "LICENSED PROGRAMS"), each as further described herein, for use in
Netscape's products (the "PRODUCTS") as defined below.
1. DEFINITIONS
1.1 "ACCEPTANCE" shall mean (a) Acceptance as defined in Exhibit A,
Section 2; (b) shipment of a Product containing all or any
portion of the Licensed Programs to any customer; or (c) the
failure of Netscape to notify ISOCOR of the acceptance or
rejection of the Acceptance Candidates within [***] after
receipt of the Acceptance Candidates.
1.2 "ACCEPTANCE TEST" shall mean a series of test procedures
mutually developed by Netscape and ISOCOR on or before November
31, 1998 and designed to prove that the Acceptance Candidates
reasonably perform according to the Specifications, which shall
include, at a minimum, the test criteria set forth in Exhibit F
attached hereto.
1.3 "ACCEPTANCE CANDIDATES" shall mean the version of (a) the Source
Code and Object Code of the ISOCOR Join Engine; and (b) the
Source Code and Object Code of the Text Universal Connector,
which are designated by ISOCOR as Acceptance Candidates and
Netscape tests using the Acceptance Test for Acceptance pursuant
to the terms and conditions of this Agreement.
1.4 [***]
1.5 "CONNECTOR(S)" shall be defined as connector software which
enables foreign systems/directories to be accessed by the ISOCOR
Join Engine and which shall contain, at a minimum, those
features set forth in the Specifications. Connectors shall
include the Exclusive Connectors (as defined below) and Standard
Connectors (both as defined below), but shall not include the
Text Universal Connector (as defined below).
1.6 "CONTROL" means the direct or indirect beneficial ownership of
fifty (50%) or more of the voting interests (representing the
right to vote for the election of directors or other managing
authority) in an entity as of the date that Netscape grants such
entity a sublicense to the Licensed Programs.
1.7 "DOCUMENTATION" means any available end user or reference
documentation delivered to Netscape hereunder: (a) related to
the use of the applicable form of the Licensed Programs and/or
(b) described in Exhibit E.
1.8 "EXCLUSIVE CONNECTOR(S)" shall mean the ISOCOR Connectors ([***]
platform) listed in Exhibit C attached hereto.
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
<PAGE> 2
1.9 "EXCLUSIVITY PERIOD" means the period of [***] from the Netscape
Join Engine Release Date (Section 1.4(a) of Exhibit B).
1.10 "GENERAL RELEASE" means the shipment date of the first non-beta
or non-alpha delivery of a production version of a Licensed
Program or Product to a customer in the ordinary course of
business.
1.11 "ISOCOR CONNECTOR(S)" shall be defined as ISOCOR's Connector
software on [***] which shall contain, at a minimum, those
features set forth in the Technology Specifications (as defined
herein).
1.12 "ISOCOR JOIN ENGINE" shall be defined as ISOCOR's meta-directory
management software on [***] Platform which shall contain, at a
minimum, those features set forth in the Specifications. The
ISOCOR Join Engine shall also include a join engine that
contains Netscape modifications to the wrapper, icons, help
Section or about Section of the ISOCOR Join Engine but maintains
its user interface.
1.13 "ISOCOR MANAGEMENT CONSOLE" shall mean the ISOCOR's Management
Center which operates on the [***] platform which contains a
Join Administration graphic user interface for the Join Engine
and Connectors which will support multiple simultaneous join
administrators for manual join purposes, and which shall
contain, at a minimum, those features set forth in the
Technology Specifications.
1.14 "ISOCOR MANAGEMENT CONSOLE MODULES" shall be defined as the
modules which interoperate with the ISOCOR Management Console to
allow the ISOCOR Management Console to control a LDAP connector
built into the Join Engine and the Text Universal Connector.
1.15 "ISOCOR STANDARD CONNECTORS" means any ISOCOR Connectors not
listed in Exhibit C and delivered to Netscape hereunder.
1.16 "INTERNATIONALIZATION/INTERNATIONALIZED" means 8-bit clean
(i.e., data doesn't get corrupted due to assumptions that the
data is 7-bit ASCII text, and therefore the 8th bit can be used
as a flag).
1.17 "LDAP" shall mean the Lightweight Directory Access Protocol.
1.18 "LIMITED WARRANTY PERIOD" shall mean ninety (90) consecutive
calendar days after date of Acceptance.
1.19 "LICENSED PROGRAMS" shall mean all or any portion of : (a) the
Object Code of the ISOCOR Join Engine, the Object Code of the
ISOCOR Standard Connectors, the Object Code of the Exclusive
Connectors, the Object Code of the Text Universal Connector, and
the Object Code of the ISOCOR Management Console delivered to
Netscape during the term or dates specified herein; and (b) the
Source Code of the ISOCOR Join Engine, the Source Code of the
Exclusive Connectors, the Source Code ISOCOR Management Console
Modules, and the Source Code of the Text Universal Connector
delivered to Netscape during the term or dates specified herein.
1.20 "NETSCAPE AFFILIATES" means Actra Business Systems LLC, Novonyx,
Inc., Navio Communications, Inc. and any corporation,
partnership, joint venture or other entity or person Controlled
by Netscape.
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
2
<PAGE> 3
1.21 "NETSCAPE JOIN ENGINE" shall be defined as a join engine which
is based on all or a portion of the ISOCOR Join Engine but
which: (i) contains Netscape modifications to the user interface
of the ISOCOR Join Engine; or (ii) is a version of the ISOCOR
Join Engine ported to a platform other than those delivered to
Netscape by ISOCOR hereunder; or, (iii) contains Netscape
modifications to the ISOCOR Join Engine other than Netscape
modifications to the wrapper, icons, help Section or about
Section of the ISOCOR Join Engine.
1.22 "OBJECT CODE" shall mean the machine-readable form of the
Licensed Programs and all related Documentation.
1.23 "PRODUCTS" shall mean any Netscape Connector or Netscape Join
Engine which contains in whole or in part the Royalty Bearing
Licensed Programs.
1.24 "ROYALTY BEARING LICENSED PROGRAMS" shall mean all or any
portion of: (a) the Object Code of the ISOCOR Join Engine, (b)
the Object Code of the ISOCOR Standard Connectors, (c) the
Object Code of the Exclusive Connectors, and (d) the Object Code
of the ISOCOR Management Console delivered to Netscape during
the term or dates specified herein and distributed by Netscape
for general commercial use. Royalty Bearing Licensed Programs
shall not include the Object Code of the Text Universal
Connector, either in whole or in part, nor shall Royalty Bearing
Licensed Programs include any Product or Royalty Bearing
Licensed Program (i) distributed by Netscape to existing
customers already licensed to use the Licensed Programs or
Product and for which a Royalty has accrued to ISOCOR as
back-up, replacement or update copies for which the existing
customer pays nothing or only a nominal shipping and handling
fee; (ii) copies used for training, marketing and supporting the
Licensed Programs and/or Product, and (iii) a reasonable number
of copies of the Licensed Programs provided at no or a nominal
charge for marketing and promotional purposes to promote the
sale of copies of the Licensed Programs or Product (e.g., copies
provided to the press, demonstration or evaluation copies,
etc.).
1.25 "SOURCE CODE" shall mean the human-readable form that is
required to build the binary/object code of the applicable
Licensed Program and shall include any and all available
necessary source code, build scripts, test source code, test
scripts, up to date design specifications and Documentation.
1.26 "STANDARD CONNECTORS" means Connectors developed by ISOCOR and
not defined as Exclusive Connectors, excluding the Text
Universal Connector. If and when available, delivery to Netscape
of an ISOCOR Standard Connector shall be within [***] after
ISOCOR ships any general release Standard Connector to a
customer.
1.27 "SPECIFICATIONS" shall mean, collectively, the Technology
Specifications as described in Attachment A-1 and other
Documentation for the Licensed Programs.
1.28 "TEXT UNIVERSAL CONNECTOR" shall be defined as ISOCOR's text
connector software which enables foreign systems/directories to
be accessed by the ISOCOR Join Engine and which may be
customized by writing Perl programs to connect arbitrary data
with the Connector View. The Text Universal Connector shall
contain, at a minimum, those features set forth in the
Technology Specifications.
2. GRANT OF RIGHTS
2.1 SOURCE FORM LICENSE AND OBJECT FORM LICENSE FOR THE ISOCOR JOIN
ENGINE, EXCLUSIVE CONNECTORS, TEXT UNIVERSAL CONNECTOR. Subject
to the terms of this Agreement, ISOCOR
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
3
<PAGE> 4
hereby grants Netscape a perpetual, worldwide, nonexclusive
license (except if terminated under Section 8) to (i) use,
modify, enhance, create derivative works and subsets of,
reproduce and translate the Source Code of the ISOCOR Join
Engine, the Source Code of the Exclusive Connectors, and the
Source Code of the Text Universal Connector, any Object Code of
the ISOCOR Join Engine, the Object Code of the Exclusive
Connectors, and the Object Code of the Text Universal Connector,
compiled or otherwise derived therefrom and any related user and
reference Documentation delivered to Netscape hereunder,
including, without limitation, improvements, updates and
modifications to such Documentation delivered to Netscape
hereunder (ii) incorporate any portion of the ISOCOR Join
Engine, the Exclusive Connectors, the Text Universal Connector
and related Documentation into or bundle any portion of the
ISOCOR Join Engine, the Exclusive Connectors, and the Text
Universal Connector and/or related Documentation with the
Products, (iii) directly or indirectly through third parties,
distribute (in any media or technology and by any means known or
hereafter developed, including electronic distribution)
standalone (either as a Product or as an ISOCOR product) or
incorporated into or bundled with a Product, sublicense, market,
promote, perform and display the ISOCOR Join Engine Object Code,
the Exclusive Connectors Object Code, and the Text Universal
Connector Object Code and related Documentation or any portion
or portions thereof and (iv) sublicense any of the foregoing
rights as they relate to the ISOCOR Join Engine Object Code, the
Exclusive Connectors Object Code, and the Text Universal
Connector Object Code and/or related Documentation and as
otherwise provided in Section 2.9. Netscape shall be entitled to
exercise the foregoing rights and licenses with respect to the
Source Code of the ISOCOR Join Engine, Exclusive Connectors, and
the Text Universal Connectors through subcontractors (on-site
and off-site); provided, that Netscape shall not have the right
to sublicense such rights or licenses except as described in
Section 2.9. Any distribution by Netscape of the ISOCOR Join
Engine Object Code, the Exclusive Connectors Object Code, the
Text Universal Connector Object Code and related Documentation
shall be under terms not materially less protective of the
rights of ISOCOR than those Netscape uses for its other
products. Netscape shall comply with all applicable laws and
regulations in sublicensing the Exclusive Connectors, the Text
Connectors, the Products, and related Documentation, including
but not limited to applicable FAR and DFAR regulations.
2.2 RIGHT OF FIRST REFUSAL. For [***] after the Netscape Join Engine
Release Date (as defined in Section 1.4.a of Exhibit B attached
hereto), if Netscape wishes to add a feature(s) to an Exclusive
Connector, Netscape will notify ISOCOR in writing of its request
to add such feature(s), and ISOCOR shall notify Netscape within
[***] of Netscape's request whether ISOCOR will or will not
develop and provide such feature(s). In the event ISOCOR elects
to provide such feature(s), ISOCOR shall deliver such feature to
Netscape at no charge no less than [***] after Netscape requests
such feature(s). In the event that ISOCOR elects not to develop
and deliver a feature(s) or the [***] notification period has
elapsed (whichever is sooner), then ISOCOR shall immediately
deliver to Netscape the Source Code to such Exclusive Connector
(if Netscape does not have the Source Code to such Exclusive
Connector), and Netscape shall have the right to create
derivative works of the Source Code to such Exclusive Connector
as described in this Section 2.2.
2.3 OBJECT CODE LICENSE FOR STANDARD CONNECTORS AND ISOCOR
MANAGEMENT CONSOLE. ISOCOR hereby grants Netscape a perpetual,
worldwide, nonexclusive license (except if terminated under
Section 8) to (i) use, reproduce, translate, market and
distribute directly or indirectly through third parties (in any
media, electronic format or technology and by any means known or
hereafter developed) (a) the Object Code of the ISOCOR
Management Console and the Object Code of the Standard
Connectors when integrated into, bundled with, or distributed
for use in connection solely with the Object Code of the ISOCOR
Join Engine or the Object Code of the Netscape Join Engine, and
(b) any user and
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
4
<PAGE> 5
reference Documentation related to the Object Code of the ISOCOR
Management Console or the Object Code of the Standard Connectors
delivered to Netscape hereunder, including, without limitation,
improvements, updates and modifications to such documentation
delivered to Netscape hereunder, and any derivative works or
subsets thereof prepared by or for Netscape; (ii) create
derivative works and subsets of the ISOCOR Management Console
and/or Standard Connector Documentation; and (iii) sublicense
any of the foregoing rights, or grant any of the foregoing
rights to its multiple tiers of distribution channels (including
original equipment manufacturers). Any distribution by Netscape
of the Object Code of the Standard Connectors, the Object Code
of the ISOCOR Management Console, the Object Code of the
Products and related Documentation shall be under terms not
materially less protective of the rights of ISOCOR than those
Netscape uses for its other products. Netscape shall comply with
all applicable laws and regulations in sublicensing the Standard
Connectors, ISOCOR Management Console, Products, and related
Documentation including but not limited to applicable FAR and
DFAR regulations.
2.4 SOURCE CODE LICENSE FOR THE ISOCOR MANAGEMENT CONSOLE MODULES.
Subject to the terms of this Agreement, Licensor hereby grants
Netscape a perpetual, worldwide, nonexclusive license (except if
terminated under Section 8) to (i) use, modify, enhance, create
derivative works and subsets of, reproduce and translate the
Source Code of the ISOCOR Management Console Modules, any Object
Code of the ISOCOR Management Console Modules compiled or
otherwise derived therefrom, and any related user and reference
Documentation delivered to Netscape hereunder, including,
without limitation, improvements, updates and modifications to
such Documentation delivered to Netscape hereunder, (ii)
incorporate any portion of the ISOCOR Management Console Modules
into or bundle any portion of the ISOCOR Management Console
Modules with the Products, (iii) directly or indirectly through
third parties, distribute (in any media or technology and by any
means known or hereafter developed, including electronic
distribution) standalone (either as a Product or as an ISOCOR
product) or incorporated into or bundled with a Product,
sublicense, market, promote, perform and display the ISOCOR
Management Console Modules Object Code and Documentation or any
portion or portions thereof and (iv) sublicense any of the
foregoing rights as they relate to the ISOCOR Management Console
Modules Object Code and/or Documentation and as otherwise
provided in Section 2.9. Netscape shall be entitled to exercise
the foregoing rights and licenses with respect to the ISOCOR
Management Console Modules Source Code through subcontractors
and other third parties (both on-site and off-site); provided,
that Netscape shall not have the right to sublicense such rights
or licenses except as described in Section 2.9. Any distribution
by Netscape of the ISOCOR Management Console Modules, Products
and Documentation shall be under terms not materially less
protective of the rights of ISOCOR than those Netscape uses for
its other products. Netscape shall comply with all applicable
laws and regulations in sublicensing the Technology, including
but not limited to applicable FAR and DFAR regulations.
2.5 LIMITATION ON SOURCE CODE LICENSES. Notwithstanding any term or
condition in this Agreement and except as provided for in
Section 2.9, Netscape is not granted a right or license to
distribute, license, sub-license, lease, rent, re-sell, in whole
or in part, the Source Code of any Licensed Programs.
2.6 FIRST PRELIMINARY COPY LICENSE. Subject to the terms of this
Agreement, ISOCOR hereby grants Netscape a perpetual, worldwide,
nonexclusive license (except if terminated under Section 8) to
(i) use, modify, enhance, create derivative works and subsets
of, reproduce and translate the Source Code of the First
Preliminary Copy (as defined in Exhibit A (3)(A)), any Object
Code of the First Preliminary Copy, compiled or otherwise
derived therefrom and any related user and reference
Documentation delivered to Netscape hereunder, including,
without limitation, improvements, updates and modifications to
5
<PAGE> 6
such Documentation delivered to Netscape hereunder (ii)
incorporate any portion of the ISOCOR First Preliminary Copy
into or bundle any portion of the First Preliminary Copy and/or
related Documentation with the Products, (iii) directly or
indirectly through third parties, distribute (in any media or
technology and by any means known or hereafter developed,
including electronic distribution) standalone (either as a
Product or as an ISOCOR product) or incorporated into or bundled
with a Product, sublicense, market, promote, perform and display
the First Preliminary Copy and related Documentation or any
portion or portions thereof and (iv) sublicense any of the
foregoing rights as they relate to the First Preliminary Copy
and/or related Documentation and as otherwise provided in
Section 2.9. Netscape shall be entitled to exercise the
foregoing rights and licenses with respect to the Source Code of
the First Preliminary Copy through subcontractors (on-site and
off-site); provided, that Netscape shall not have the right to
sublicense such rights or licenses except as described in
Section 2.9. Any distribution by Netscape of the ISOCOR First
Preliminary Copy and related Documentation shall be under terms
not materially less protective of the rights of ISOCOR than
those Netscape uses for its other products. Netscape shall
comply with all applicable laws and regulations in sublicensing
the First Preliminary Copy, the Products, and related
Documentation, including but not limited to applicable FAR and
DFAR regulations.
2.7 OUTSOURCING. Netscape may use or operate all or any portion of
the Object Code of the Licensed Programs or the Object Code of
the Products for a third party who has a valid sublicense
granted hereunder.
2.8 TRADEMARK LICENSE. Netscape and its channels of distribution may
use at their discretion, and is granted during the term hereof a
nontransferable, nonexclusive and restricted license (with a
right to sublicense to distribution channels ) the marks
"ISOCOR" and "ISOCOR MetaConnect" (collectively, the "Marks") in
all advertising, marketing, technical, packaging and other
materials related to the Products for distribution under this
Agreement. Netscape shall not use the Marks in any country in
which their connotation is offensive and will consult with
ISOCOR as to the foreign translation of the Marks so that ISOCOR
can ensure uniformity of use. All use of the Marks shall inure
to ISOCOR's benefit. Neither Netscape nor its distribution
channels shall register any ISOCOR trademarks, or trademarks,
trade names or domain names confusingly similar to ISOCOR
trademarks, trade names or domain names without ISOCOR's express
prior written consent. Upon ISOCOR's request from time to time,
Netscape shall provide ISOCOR with copies of any Products
bearing the Marks. If Netscape uses the Marks in a manner which
jeopardizes ISOCOR's ownership of such logos or trademarks,
Netscape will use commercially reasonable efforts to promptly
cease using the Marks in such manner, but Netscape shall not be
required to destroy or recall any Product. Netscape further
agrees not to use any Marks on or in connection with any
products or services that are or could be deemed by ISOCOR, in
its reasonable judgment, to be obscene, pornographic,
disparaging of ISOCOR or of its products, or otherwise in poor
taste, or that are themselves unlawful or whose purpose is to
encourage unlawful activities by others. Netscape agrees not to
obtain or attempt to obtain by any manner whatsoever any right,
title or interest in or to any of the Marks or any confusingly
similar mark. Any use of the Marks beyond the scope of this
Section 2.8 shall constitute infringement and material breach.
Netscape expressly agrees that any breach or threatened breach
of this Section 2.8 may cause ISOCOR irreparable injury for
which there may be no adequate remedy at law, and that in
addition to any other remedies available, ISOCOR shall therefore
be entitled to seek injunctive relief without the necessity of
proving actual damages.
2.9 AFFILIATE SUBLICENSES. Netscape may grant its Affiliates a
sublicense to the Licensed Programs and Documentation equal in
scope to, and subject to the same limitations as, the licenses
granted hereunder by ISOCOR to Netscape. In the event that
Netscape divests its interests in an Affiliate such that
Netscape no longer controls such Affiliate, then any
6
<PAGE> 7
sublicenses granted to such Affiliate with respect to the Source
Code as provided under this Agreement shall terminate.
2.10 NO OBLIGATION. Notwithstanding anything to the contrary in this
Agreement, nothing herein shall require Netscape to use or
distribute any of the Licensed Programs with any Product.
Notwithstanding anything to the contrary in this Agreement,
nothing herein shall prohibit ISOCOR in any manner from using,
developing, marketing, licensing or otherwise disposing of the
Licensed Programs or Documentation or embodied concepts therein
anywhere in the world; nor shall anything be construed to grant
to Netscape, or any Netscape sublicensees, any rights in or to
any other present or future products of ISOCOR whether or not
similar to the Licensed Programs or related Documentation.
2.11 EXCLUSIVITY. During the Exclusivity Period Netscape shall not
create a connector which directly competes with the Exclusive
Connectors. For purposes of this Section 2.11 a connector which
"directly competes" with an Exclusive Connector shall mean a
connector that operates on the same foreign directory as such
Exclusive Connector, e.g. a connector which operates on cc:Mail,
Notes, Exchange, and the other directories as listed in Exhibit
C.
2.12 MARKETING. The parties agree to participate in the marketing
activity set forth in Exhibit D attached hereto.
3. PROPRIETARY RIGHTS. ISOCOR retains title to the Licensed Programs and
related Documentation. ISOCOR shall have no ownership interest in
Netscape's products (including the Products), other than the rights in
the Licensed Programs and related Documentation described in the
preceding sentence. Title to any modifications, enhancement or
improvements to, or derivative works of, the Licensed Programs or
Documentation that are developed by or for a party shall be reserved to
and remain with the party that developed or had developed such
modification, enhancement, improvement or derivative work.
4. MAINTENANCE, SUPPORT AND TRAINING
4.1 SUPPORT OF NETSCAPE. ISOCOR agrees to provide Netscape with the
Support with respect to the Licensed Programs and Documentation
as further described in Exhibit B.
4.2 TRAINING OF NETSCAPE. ISOCOR shall provide training to Netscape
employees, independent contractors and consultants in accordance
with the provisions set forth in Exhibit B.
4.3 STATUS REPORTS AND MEETINGS. Beginning on the Effective Date and
ending when Netscape Accepts the ISOCOR Join Engine, ISOCOR
shall provide Netscape, no less than once per week, a written
report which provides ISOCOR's current status with respect to
ISOCOR's development of the Licensed Programs, including but not
limited to ISOCOR's progress in relation to its then-current
product release schedules. Any information in such written
reports shall be deemed Proprietary Information (as defined in
Section 9 below) without the need for marking such reports as
proprietary.
5. PAYMENTS AND ACCOUNTING
5.1 PAYMENTS. Netscape agrees to make payments to ISOCOR as provided
in Exhibit B hereto.
5.2 TAXES. All prices are in U.S. Dollars and are exclusive of any
applicable taxes. The prices in this Agreement are for the
Licensed Programs and related Documentation only.
7
<PAGE> 8
Netscape shall be responsible for sales or use taxes resulting
from the granting of the licenses hereunder by ISOCOR to
Netscape with respect to the Licensed Programs, or Netscape
shall provide ISOCOR with an appropriate exemption certificate.
Netscape shall be responsible for all other taxes, assessments,
permits and fees, however designated which are levied upon this
Agreement or the Licensed Programs, except taxes based upon
ISOCOR's net income with respect to the Licensed Programs and
Documentation. Each party shall cooperate with the other in
minimizing any applicable tax.
5.3 AUDIT. Netscape shall keep proper records and books of accounts
and proper entries therein relating to use and sublicense of the
Licensed Programs and Documentation. ISOCOR shall have the
right, no more than once every year during normal business hours
upon at least thirty (30) days prior notice, to audit, by a
nationally recognized independent public accounting firm, the
relevant records of Netscape to verify compliance with the
provisions of this Agreement. The audit shall be conducted at
ISOCOR's expense, and the results of such audit will be deemed
Proprietary Information (as defined in Section 9 below) without
the need for marking such information. If such audit finds that
in excess of [***] of such amounts for any Netscape Fiscal
Quarter are overdue, then Netscape shall pay for the costs of
such audit.
6. WARRANTIES AND INDEMNIFICATION
6.1 TITLE. ISOCOR warrants that (i) it has the right to grant the
licenses as set forth in this Agreement, (ii) such licenses do
not infringe on any third parties' proprietary or personal
rights, (iii) it owns or controls all rights, title and interest
in and to the Licensed Programs and Documentation or has rights
to sublicense the Licensed Programs and Documentation as
provided herein, (iv) Netscape shall not be obligated to pay any
fees or royalties for use of the Licensed Programs or
Documentation other than as specifically set forth in this
Agreement, and (v) there are no pending or threatened lawsuits
concerning any aspect of the Licensed Programs or Documentation.
If ISOCOR becomes aware of any pending or threatened lawsuit
concerning any aspect of the Licensed Programs or Documentation,
ISOCOR shall notify Netscape and provide Netscape with all
information reasonably related thereto.
6.2 NON-INFRINGEMENT. Without limiting Netscape's rights under
Section 6.7, should the Licensed Programs or Documentation
become, or in ISOCOR's opinion be likely to become, the subject
of any infringement claim or suit, ISOCOR shall, at its option,
(i) procure for Netscape the right to continue distributing the
Licensed Programs and Documentation, as well as the right for
Netscape and its customers to continue use of the Licensed
Programs and Documentation, while maintaining its functionality,
or (ii) modify the Licensed Programs or Documentation such that
it no longer infringes the proprietary rights of any third
party, while maintaining the functionality, look and feel of the
Products.
6.3 PERFORMANCE. During the Limited Warranty period, ISOCOR warrants
only to Netscape that (i) the media on which the Licensed
Programs and Documentation are delivered will be free of defects
in material and workmanship, (ii) the Licensed Programs when
properly installed will function substantially in accordance
with the Specifications, and (iii) the Documentation shall be
accurate in all material respects. In the case of a breach of
the warranties in this Section 6.3 (and in addition to any
rights Netscape may have), ISOCOR shall repair or replace
nonconforming, unsuitable or inaccurate Licensed Programs or
Documentation within a reasonable period of time of notice of
such condition.
6.4 EXPORT. ISOCOR shall inform Netscape and keep Netscape apprised
of the export approval status of the Licensed Programs and must
promptly inform Netscape of any
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
8
<PAGE> 9
cryptographic technologies used or embedded within the Licensed
Programs, and of any associated international restrictions.
6.5 YEAR 2000. ISOCOR warrants that the Licensed Programs is Year
2000 Compliant. "YEAR 2000 COMPLIANT" shall mean the Licensed
Programs complies with the following:
a) General Integrity: No value for the current date will
interrupt normal operation: the system on which the
Licensed Programs operates returns the correct date
accurate to century in response to a request for current
date, the Licensed Programs correctly provides date
output and performs calculations on dates or portions of
dates, and the Licensed Programs is unaffected by any
value returned;
b) Date Integrity: Correct results are returned in the
operation of all legal, arithmetic, logical and calendar
operations of dates that span century marks;
c) Explicit Century: The Licensed Programs's internal date
storage format explicitly includes the century and
reporting formats allow date representations in four
digit format;
d) Implicit Century: On encountering data that does not
include the century either from transaction input or
from an external data source, the century value is
unambiguously inferred by the Licensed Programs.
The Year 2000 Warranty in this Section 6.5 shall not apply to
the extent that performance is prevented by third party software
(including operating systems), hardware, or by unauthorized
modifications made to the Licensed Programs, provided that such
third party software, hardware or unauthorized modification is
the cause of the non-performance. In the case of a breach of the
warranty described in this Section 6.5, ISOCOR shall use best
efforts to modify the Licensed Programs such that the Licensed
Programs is Year 2000 Compliant. If ISOCOR is unable to make
such modifications within a reasonable period of time (as
determined by Netscape in its reasonable discretion), then
Netscape may terminate this Agreement and receive a full refund
of all payments made to ISOCOR hereunder.
6.6 DISCLAIMER. THE WARRANTIES PROVIDED BY ISOCOR HEREIN ARE THE
ONLY WARRANTIES PROVIDED BY ISOCOR WITH RESPECT TO THE LICENSED
PROGRAMS AND DOCUMENTATION. SUCH WARRANTIES ARE IN LIEU OF ALL
OTHER WARRANTIES BY ISOCOR, EXPRESS OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT TO THE LICENSED PROGRAMS AND
DOCUMENTATION.
6.7 INDEMNITY. ISOCOR agrees to defend, indemnify and hold Netscape
harmless from all liabilities, costs, damages and expenses
(including settlement costs and attorneys' fees) arising from
third party claims alleging that Netscape's exercise of its
rights to the Licensed Programs or Documentation granted by
ISOCOR hereunder infringes any trademark, patent, copyright,
trade secret or other proprietary right of any third party. In
connection with such indemnification, Netscape will (i) promptly
notify ISOCOR in writing of any such claim and grant ISOCOR
control of the defense and all related settlement negotiations,
and (ii) cooperate with ISOCOR, at ISOCOR's expense, in
defending or settling such claim; provided that if any
settlement results in any ongoing liability to, or prejudices or
detrimentally impacts Netscape, and such obligation, liability,
prejudice or impact can reasonably be expected to be material,
then such settlement shall require Netscape's written consent.
In connection with any such claim, Netscape may have its own
counsel in attendance at all public interactions and substantive
negotiations at its own cost and expense.
9
<PAGE> 10
7. LIMITATION OF LIABILITY. EXCEPT FOR ISOCOR'S OBLIGATIONS AND LIABILITY
UNDER SECTION 6.7, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST
PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH
RESPECT TO THIS AGREEMENT OR THE LICENSED PROGRAMS LICENSED HEREUNDER,
WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE,
EVEN IF IT HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH
DAMAGES.
8. TERM AND TERMINATION
8.1 TERM. Unless earlier terminated pursuant to the provisions of
Subsections 8.2, the term of this Agreement shall be perpetual.
8.2 TERMINATION FOR CAUSE. Either party shall have the right to
terminate this Agreement upon a material default by the other
party of any of its material obligations under this Agreement,
unless within thirty (30) calendar days after written notice of
such default such party remedies such default. Failure to pay
undisputed moneys owed to ISOCOR or any breach of
confidentiality as described in this Agreement, is an example of
a material default of the obligations under this Agreement, and
shall be grounds for termination of this Agreement by the
non-breaching party at the non-breaching party's sole discretion
if such breach is not cured in accordance with this Section 8.2.
8.3 RIGHTS UPON TERMINATION OR EXPIRATION. Upon expiration or
termination of this Agreement, except for termination by ISOCOR
for Netscape's failure to pay ISOCOR any undisputed amounts due
under this Agreement or Netscape's willful breach of Section 9.2
of this Agreement, Netscape shall produce a version of the
Product(s) which does not include the Licensed Programs [***].
In the event of ISOCOR's termination of this Agreement due to
Netscape's failure to pay ISOCOR any undisputed amounts due
under this Agreement or due to Netscape's willful violation of
Section 9.2, the "End Date" shall be [***]. Following
termination or expiration for any reason, Netscape and its
distribution channels shall be entitled to continue to exercise
the rights granted hereunder with respect to all versions of the
Products shipped prior to the End Date, provided that Netscape
shall cease producing products which incorporate the Licensed
Programs into any Product after the End Date. In addition,
following expiration or termination Netscape may also retain a
reasonable number of copies of the Source Code, Object Code and
Documentation to provide maintenance and support to
sublicensees. [***]
8.4 SURVIVAL AFTER TERMINATION OR EXPIRATION
8.4.1 SUBLICENSES. All sublicenses to the Licensed Programs
which are properly granted shall survive any termination
or expiration of this Agreement. "Properly granted
sublicenses" are those sublicenses which are granted
under this Agreement and for which ISOCOR has accrued or
been paid Royalties (if applicable) as provided herein.
8.4.2 PROVISIONS OF AGREEMENT. Sections 1, 2, 3, 5, 6, 8, 9
and 10 shall survive the termination or expiration of
this Agreement for any reason. Provisions of other
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
10
<PAGE> 11
Sections and Subsections which, by their nature, must
remain in effect beyond the termination or expiration of
this Agreement shall survive.
9. CONFIDENTIALITY
9.1 CONFIDENTIAL INFORMATION. Each party (the "RECEIVING PARTY")
understands that the other party (the "DISCLOSING PARTY") has
disclosed or may disclose information of a confidential nature
including, without limitation, computer programs, code,
algorithms, names and expertise of employees and consultants,
know-how, formulas, processes, ideas, inventions (whether
patentable or not), schematics and other technical, business,
financial and product development plans, forecasts, strategies
and information ("PROPRIETARY INFORMATION"). All Proprietary
Information disclosed in tangible form by the Disclosing Party
shall be marked "confidential" or "proprietary" and all
Proprietary Information disclosed orally or otherwise in
intangible form by the Disclosing Party shall be designated as
confidential or proprietary at the time of disclosure. The
Source Code to the Licensed Programs and the Source Code to the
Documentation shall be deemed Proprietary Information without
the need to mark them as such.
9.2 DISCLOSURE AND USE. The Receiving Party agrees (i) to hold the
Disclosing Party's Proprietary Information in confidence and to
take all necessary precautions to protect such Proprietary
Information (including, without limitation, all precautions the
Receiving Party employs with respect to its own confidential
materials), (ii) not to divulge any such Proprietary Information
or any information derived therefrom to any third person, except
independent contractors under an obligation of confidentiality
and with a need to know for purposes authorized under this
Agreement, (iii) not to make any use whatsoever at any time of
such Proprietary Information except as authorized under this
Agreement, and (iv) not to remove or export any such Proprietary
Information from the country of the Receiving Party except as
may be allowed by applicable export laws. The Receiving Party
shall limit the use of and access to the Disclosing Party's
Proprietary Information to the Receiving Party's employees,
attorneys and independent contractors under an obligation of
confidentiality and restricted use who need to know such
Proprietary Information for the purposes authorized under this
Agreement. The Receiving Party shall treat the Proprietary
Information with at least the same degree of care and protection
as it would use with respect to its own proprietary information.
The foregoing obligations shall survive for a period of five (5)
years from the date of disclosure of the Proprietary
Information. Without granting any right or license, the
Disclosing Party agrees that the foregoing shall not apply with
respect to information that the Receiving Party can establish
(i) is in the public domain and is available at the time of
disclosure or which thereafter enters the public domain and is
available, through no improper action or inaction by the
Receiving Party or any affiliate, agent or employee, or (ii) was
in its possession or known by it prior to receipt from the
Disclosing Party, or (iii) was rightfully disclosed to it by
another person without restriction, or (iv) is independently
developed by the Receiving Party without access to such
Proprietary Information, or (v) is required to be disclosed
pursuant to any statutory or regulatory authority, provided the
Disclosing Party is given prompt notice of such requirement and
the scope of such disclosure is limited to the extent possible,
or (vi) is required to be disclosed by a court order, provided
the Disclosing Party is given prompt notice of such order and
provided the opportunity to contest it.
9.3 INDEPENDENT DEVELOPMENT. The terms of this Agreement shall not
be construed to limit either party's right to independently
develop or acquire products without use of the other party's
Proprietary Information or to license or market any products.
Further, Proprietary Information as defined in Section 9.1 above
shall not include the Residuals resulting from access to such
Proprietary Information. The term "RESIDUALS" means information
in intangible form which may be retained in the unaided memories
of Receiving Party's
11
<PAGE> 12
employees or independent contractors who have had access to the
information. An employee's or contractor's memory will be
considered to be unaided if the employee has not intentionally
memorized the Proprietary Information for the purpose of
retaining and subsequently using or disclosing it. Neither party
shall have any obligation to limit or restrict the assignment of
such persons or to pay royalties for any work resulting from the
use of Residuals. However, the foregoing shall not be deemed to
grant to either party a license under the other party's
copyrights or patents.
9.4 RETURN OF PROPRIETARY INFORMATION. Upon any termination or
expiration of this Agreement each party will destroy, or return
to the other party, all tangible copies of the other party's
Proprietary Information.
9.5 CONFIDENTIALITY OF AGREEMENT. Each party agrees that the terms
of this Agreement shall be deemed Proprietary Information of the
other party, provided that in addition to the permitted
disclosures under section 9.2, either party may disclose the
terms of this Agreement (i) if required to do so by law or
generally accepted accounting principles, (ii) as required to
assert its rights hereunder, and (iii) to its own directors,
employees, attorneys, accountants, and other advisors on a "need
to know" basis and under an obligation of confidentiality no
less stringent than set forth herein. Each party agrees that the
Disclosing Party will be given prompt notice of any disclosure
made pursuant to clause (i) or (ii) above, and that any such
disclosure shall be limited to the extent possible. In addition,
Netscape may disclose the terms of this Agreement or matters
relating thereto to its Affiliates.
10. SOURCE CODE ESCROW. Notwithstanding anything contained in Section 2 to
the contrary, ISOCOR grants Netscape a license to deposit the Source
Code to the Licensed Programs in escrow account(s) for the benefit of
Netscape's licensees of the Object Code, provided Netscape source code
is deposited in such escrow and provided the Source Code is subject to
the same release conditions and restrictions on use as the Netscape
source code and provided that the Source Code shall only be used for
support and maintenance of Netscape's customers.
11. GENERAL
11.1 GOVERNING LAW. This Agreement shall be subject to and governed
in all respects by the statutes and laws of the State of
California without regard to the conflicts of laws principles
thereof. The Superior Court of Santa Clara County and/or the
United States District Court for the Northern District of
California shall have exclusive jurisdiction and venue over all
controversies in connection herewith, and each party hereby
consents to such exclusive and personal jurisdiction and venue.
11.2 ENTIRE AGREEMENT. This Agreement, including the exhibits and
attachments referenced on the signature page hereto, constitutes
the entire Agreement and understanding between the parties and
integrates all prior discussions between them related to its
subject matter. No modification of any of the terms of this
Agreement shall be valid unless in writing and signed by an
authorized representative of each party.
11.3 ASSIGNMENT. This Agreement is not assignable by either party
without the prior written consent of the other party; provided,
however, that either party may assign this Agreement in
connection with any merger, acquisition, reorganization, sale of
substantially all of the assets or stock of that party or any
similar event without the prior written consent of the other
party. This Agreement shall apply to and bind any successor or
assigns of the parties hereto.
12
<PAGE> 13
11.4 NOTICES. All notices required or permitted hereunder shall be
given in writing addressed to the respective parties as set
forth below and shall either be (i) personally delivered, (ii)
transmitted by postage prepaid certified mail, return receipt
requested, or (iii) transmitted by nationally-recognized private
express courier for the next business day overnight delivery,
and shall be deemed to have been given on the date of receipt if
delivered personally, or two (2) days after deposit via
overnight express courier, or on receipt via pre-paid certified
mail, whichever is sooner. Either party may change its address
for purposes hereof by written notice to the other in accordance
with the provisions of this Subsection. The addresses for the
parties are as follows:
<TABLE>
<S> <C>
ISOCOR: Netscape:
ISOCOR Netscape Communications Corporation
3420 Ocean Park Blvd. 501 East Middlefield Road
Santa Monica, CA 90405 Mountain View, CA 94043
------------------------------- Fax: (415) 528-4123
Attn: Vice-President of Administration Attn: General Counsel
</TABLE>
11.5 FORCE MAJEURE. Neither party will be responsible for any failure
to perform its obligations under this Agreement due to causes
beyond its reasonable control, including but not limited to acts
of God, war, riot, embargoes, acts of civil or military
authorities, fire, floods or accidents.
11.6 WAIVER. The waiver, express or implied, by either party of any
breach of this Agreement by the other party will not waive any
subsequent breach by such party of the same or a different kind.
11.7 HEADINGS. The headings to the Sections and Subsections of this
Agreement are included merely for convenience of reference and
shall not affect the meaning of the language included therein.
11.8 INDEPENDENT CONTRACTORS. The parties acknowledge and agree that
they are dealing with each other hereunder as independent
contractors. Nothing contained in this Agreement shall be
interpreted as constituting either party the joint venturer,
employee or partner of the other party or as conferring upon
either party the power of authority to bind the other party in
any transaction with third parties.
11.9 SEVERABILITY. In the event any provision of this Agreement is
held by a court or other tribunal of competent jurisdiction to
be unenforceable, such provision shall be reformed only to the
extent necessary to make it enforceable, and the other
provisions of this Agreement will remain in full force and
effect.
11.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
For purposes hereof, a facsimile copy of this Agreement,
including the signature pages hereto shall be deemed to be an
original. Notwithstanding the foregoing, the parties shall
deliver original execution copies of this Agreement to one
another as soon as practicable following execution thereof.
11.11 DISPUTE RESOLUTION. Any dispute hereunder will be negotiated
between the parties commencing upon written notice from one
party to the other. Settlement discussions and materials will be
confidential and inadmissible in any subsequent proceeding
without both parties' consent. If the dispute is not resolved by
negotiation within 45 days following such notice, the parties
will refer the dispute to non-binding mediation conducted by
JAMS/EndDispute in Santa Clara County, California (the "Venue").
The parties will share the costs of mediation. If the dispute is
not resolved after 45 days of
13
<PAGE> 14
mediation, the parties will refer the dispute to binding
arbitration by JAMS/EndDispute in the Venue. The results of any
arbitration will be final and non-appealable, except that either
party may petition any court of competent jurisdiction to review
any decision relating to intellectual property matters
(including the scope of license rights), vacating or modifying
erroneous conclusions of law or findings of fact not supported
by substantial evidence. The arbitrator may fashion any legal or
equitable remedy except punitive or exemplary damages, which
both parties waive. The arbitrator will render a written
decision, which may be entered in and enforced by any court of
competent jurisdiction in the Venue, but which will have no
preclusive effect in other matters involving third parties. The
losing party will pay the costs of the arbitration and the
reasonable legal fees and expenses of the prevailing party, as
determined by the arbitrator. The parties will jointly pay
arbitration costs pending a final allocation by the arbitrator.
At any point in the dispute resolution process, either party may
seek injunctive relief preserving the status quo pending the
outcome of that process. Except as noted, the parties waive any
right to judicial process. California law, without regard to its
conflict-of-law provisions, will govern this Agreement. The U.S.
Arbitration Act and JAMS/EndDispute rules will govern the
arbitration process. Absent fraudulent concealment, neither
party may raise a claim more than 3 years after it arises or any
shorter period provided by applicable statutes of limitations.
ISOCOR: NETSCAPE:
ISOCOR NETSCAPE COMMUNICATIONS CORPORATION
By: /s/ PAUL GIGG By: /s/ JOHN M. PAUL
------------------------ -------------------------------------
Print Name: PAUL GIGG Print Name: JOHN M. PAUL
---------------- -----------------------------
Title: CEO Title: Senior Vice President & GM
-------------------- ---------------------------------
Effective Date: 30 SEPTEMBER 1998 REVIEWED BY
NETSCAPE LEGAL
Exhibit A: Licensed Programs and Products
Initial CLC
Attachment A-1: Licensed Program Specifications -----------------
Exhibit B: Payments and Support
Attachment B1: Support Obligations
Exhibit C: Exclusive Connectors
Exhibit D: Marketing
Exhibit E: Documentation and Test Cases to be
Delivered to Netscape
Exhibit F: Minimum Test Criteria for
Acceptance Test
14
<PAGE> 15
EXHIBIT A
LICENSED PROGRAMS AND PRODUCTS
1. LOCALIZATION/INTERNATIONALIZATION. The Licensed Programs will be
Internationalized as defined in Section 1 of this Agreement. If any
version of the Licensed Programs delivered hereunder is not an
Internationalized version of the Licensed Programs, Netscape shall have
the right, at its option, to declare such failure a material breach of
the Agreement. Subject to ISOCOR's ownership rights in the unmodified
Licensed Programs, Netscape shall own any localized portion of the
Licensed Programs ("LOCALIZED VERSION") produced by Netscape; provided
that Netscape's rights to reproduce and distribute any Localized Version
shall be coterminous with Netscape's rights to reproduce and distribute
the Licensed Programs.
2. ACCEPTANCE. Prior to delivering the Acceptance Candidates to Netscape,
ISOCOR shall conduct quality assurance testing of the Acceptance
Candidates (at least to the same extent as ISOCOR uses for its own
products), which testing shall be run using Netscape Directory Server
(version 3.1 or later) for all Lightweight Directory Access Protocol
directory storage, to ensure that the Acceptance Candidates operate in
accordance with the Specifications, including quality assurance testing
to ensure that the Acceptance Candidates are [***]. In accordance with
the delivery schedule set forth in this Exhibit A below, ISOCOR shall
deliver to Netscape, for each delivery set forth in the delivery
schedule, the appropriate technology (i.e. Acceptance Candidates or
other pieces of the Licensed Programs) and the documentation and test
cases listed in Exhibit E attached hereto.
Within [***] after the delivery of an Acceptance Candidate (the date of
delivery, the "Delivery Date"), Netscape or its designee shall test the
Licensed Programs according to the Acceptance Test to determine, in
Netscape's reasonable discretion, whether the Licensed Programs perform
according to the Specifications. In the event Netscape accepts the
Licensed Programs, Netscape shall provide ISOCOR with written notice
that Netscape has accepted the Licensed Programs within [***] after the
Delivery Date. In the event Netscape rejects the Licensed Programs due
to failing the Acceptance Test, Netscape or its designee shall notify
ISOCOR of rejection within [***] after the Delivery Date, and ISOCOR
shall redeliver the corrected Licensed Programs or appropriate bug
fixes, patches or workarounds as soon as commercially practicable, but
in any event no later than [***] after the date Netscape or its designee
provided ISOCOR with notice of rejection. In the event ISOCOR does not
redeliver the Licensed Programs within the time frame set forth in the
preceding sentence or Netscape again rejects the Licensed Programs,
Netscape may request that ISOCOR correct and redeliver the Licensed
Programs in accordance with the procedure set forth above until Netscape
accepts the Licensed Programs, or Netscape may terminate this Agreement.
In the event that Netscape does not provide notice of acceptance or
rejection within [***] after the Delivery Date, then Netscape shall be
deemed to have accepted such Acceptance Candidate or the Second
Preliminary Copy.
3. DELIVERY.
A. No later than [***], ISOCOR shall deliver to Netscape a preliminary
copy of the available Source Code to the Join Engine, the Text
Universal Connector and the ISOCOR Management Console Modules
("First Preliminary Copy"). ISOCOR shall also deliver with the First
Preliminary Copy any available documentation and updated
specifications for the configuration schema of the ISOCOR Join
Engine, Text Universal Connector and ISOCOR Management Console,
which shall contain, at a minimum, the Documentation listed in
Exhibit E attached hereto. Netscape acknowledges that ISOCOR is
currently building the ISOCOR Join Engine and Text Universal
Connector, and that the First Preliminary Copy will not contain all
the features listed in the Specifications but shall be the most
current version of the ISOCOR Join Engine and Text Universal
Connector at the time of delivery. Such First Preliminary Copy shall
not be the version of the ISOCOR Join Engine, Text Universal
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
15
<PAGE> 16
Connector and ISOCOR Management Console which Netscape tests for
acceptance as described in Section 1 of this Exhibit A above.
B. No later than [***], ISOCOR shall delivery to Netscape a second
preliminary copy of the available Source Code to the Join Engine, the
Text Universal Connector and the ISOCOR Management Console Modules, and
the Object Code to the Management Console ("Second Preliminary Copy").
ISOCOR shall also deliver to Netscape any available documentation and
updated specifications for the configuration schema of the Technology,
which shall contain, at a minimum, the documentation listed in Exhibit
E attached hereto. Such Second Preliminary Copy shall not be the
version of the Licensed Programs which Netscape tests for acceptance as
described in Section 2 above.
C. ISOCOR shall deliver to Netscape a feature complete production version
of the Acceptance Candidates on or before [***]. The Acceptance
Candidate shall contain, at a minimum, the features listed in the
Specifications. Netscape will test the Acceptance Candidate in
accordance with the acceptance testing procedures set forth in Section
2 of this Exhibit A.
D. ISOCOR shall deliver to Netscape the Source Code and Object Code of the
Exclusive Connectors no later than [***] after ISOCOR first delivers a
non-beta version of the applicable Exclusive Connector to an end user
or customer, but in no case shall a delivery of the Source Code and
Object Code of an Exclusive Connector be later than the delivery dates
listed in Exhibit C for the applicable Exclusive Connector. If ISOCOR
fails to deliver an Exclusive Connector(s) within the earlier of (1)
the [***] frame stated above, or (2) the delivery date stated for the
applicable Exclusive Connector in Exhibit C, then either (i) such
Exclusive Connector(s) shall be deemed a Standard Connector (if
delivered to Netscape by ISOCOR) and will not be subject to the
exclusivity provisions set forth in Section 2.10 of this Agreement, or
(ii) Netscape may, at its option, develop a connector for such foreign
directory, which will not be subject to the exclusivity provisions set
forth in Section 2.10 of this Agreement. Late delivery of an Exclusive
Connector(s) to Netscape shall not be considered a material breach of
this Agreement.
E. In the event that Netscape elects to have the [***]. Exclusive
Connectors ported to other platforms not offered by ISOCOR, Netscape
shall notify ISOCOR of the election and provide detailed performance
and functional specifications. ISOCOR and Netscape shall then make
commercially reasonable efforts to negotiate a mutually agreeable
schedule and design specification within [***] from the notification.
If ISOCOR and Netscape mutually agree on a schedule and design
specification within such time frame, and ISOCOR delivers to Netscape
such [***] Exclusive Connector(s) within a reasonable time, then such
[***] Exclusive Connector(s) shall be deemed an Exclusive Connector for
Royalty purposes. In the event ISOCOR and Netscape do not reach
agreement on a schedule and design specification, or if ISOCOR fails to
deliver such [***] Exclusive Connector to Netscape within a reasonable
time, then Netscape can [***] Exclusive Connectors to such platform not
offered by ISOCOR with such ported platforms considered a "[***]
Exclusive Connectors" as described in Section 1.3 of Exhibit B for
royalty purposes.
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
16
<PAGE> 17
ATTACHMENT A-1
TECHNOLOGY SPECIFICATIONS
ISOCOR METACONNECT
PRODUCT FEATURE SPECIFICATIONS
INTRODUCTION
This document will serve as the requirements document for Features expected to
be present within the MetaConnect product (ISOCOR engineering project name:
Atlas) as delivered to Netscape by ISOCOR.
FEATURE DESCRIPTIONS
General Requirements
o DIRECTORY SERVER INDEPENDENCE
o The product will be able to use Netscape Directory Server 3.1,
without extensions, to store configuration, the Meta View and
the connector views. It will also be able to use other [***].
o NAMESPACE JOIN
o The Join engine will be able to use a configurable sequence of
searches for automatically joining a new entry into the
MetaView. o The Join engine will provide a means to allow
administrators to manually join entries where the automatic join
failed.
o MANAGEMENT CONSOLE GUI
o The Join Admin GUI will be a [***] UI.
o The Join Admin GUI will support multiple simultaneous join
administrators for manual join purposes.
o REMOTE ADMINISTRATION
o The product will provide the ability to manage the join process
remotely from a separate computer on an IP network.
o There will be a single level of administrative privilege from
the management console i.e. the management console will not
provide any facilities for different levels of authority.
Delegated administration for different levels of control may be
possible through directory access control privilege i.e. the
configuration for directory connectivity in the management
console may be able to control what an individual operator is
allowed to see and do depending on the particular directory's
access control functionality.
o MULTIPLE NAMESPACE OWNERS
o The join engine will allow multiple connected directories and
databases to create and own entries in the meta directory. NOTE:
each entry can only have one "owner" for it's naming attribute
and only the owner can delete the entry, the other attributes
can be owned by any of the connected directories.
o [***] ONLY
o The join engine, and management console will be developed for
the [***]. The initial release will have connectors that will
only run on the [***] but there will be no architectural
limitation to developing connectors on other operating system
platforms. For subsequent releases, each connector will be
developed for the most suitable platform.
o LICENSE KEY ACTIVATION
o The MetaConnect product components will each be subject to
license key activation as per ISOCOR's current standard product
offerings. This feature could be
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
17
<PAGE> 18
deactivated for use in OEM opportunities but will require extra
engineering effort that will not be addressed for the first
release.
o OPEN SCRIPTING
o The MetaConnect product will support the use of Perl as a
scripting language for customization. In particular, Perl will
be used to support custom dn, attribute name and attribute value
mapping in the Join Engine.
o The scripting capability will be available in both operational
directions, from Connector to Join Engine and from Join Engine
to Connector.
o INSTALLATION
o The standard ISOCOR installation mechanisms will be utilized for
the initial release. This includes an InstallShield based setup
program that will install the management console. The management
console will then be used to install, upgrade and remove
individual components from the installation CD.
Data Input and Join
o REAL-TIME VIEW
o Changes to a connected directory will be reflected into the
MetaView in as timely a fashion as possible. Depending on the
capabilities of the connected data source for event notification
this shall be near real-time.
o [***]
o [***]
o SCHEMA/DATA MAPPING AND CONVERSION
o The product will provide convenient, user configurable
mechanisms to map and/or convert schema and/or data between the
MetaView and connected directories. In particular, this product
will handle the situation where the [***] for an entry in the
[***] may be entirely different from the [***] for the
corresponding entry in the ConnectorView
Performance and Scalability
o METAVIEW SIZE
o The product shall support multiple [***] in separate [***].
o Handle a minimum of [***] entries in a single [***] - note that
there should be no architectural limitations at [***] entries,
and that the product will be QA tested with [***].
o CONNECTED DIRECTORY SIZE
o Subject to the capabilities of the host directory server,
MetaConnect will handle a minimum of [***] entries to be joined
into the meta directory MetaView note that there should be no
architectural limitations at [***] entries within MetaConnect,
and the product will be QA tested with [***] entries.
o ADMINISTRATION PERFORMANCE
o Initial import and automatic joining of [***] entries will not
take more than [***] to complete, unless limited by the
performance of the connected directory.
Data Management
o DATA OWNERSHIP REVERSAL
o A configuration option will allow the meta directory to take
ownership of an attribute previously owned by a foreign
directory source.
o NAMESPACE OWNERSHIP
o The meta directory solution will be able to control which
connected directories can create and delete objects within the
meta directory.
o ATTRIBUTE MANAGEMENT
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
18
<PAGE> 19
o An administrator will be able to configure whether the product
can create, modify or delete any given attribute of any given
entry in the MetaView or any connected directory.
o SINGLE ADMINISTRATION
o The meta directory solution will offer the capability of
invoking a process or script to create an account in a foreign
directory based on a given action in the meta directory.
Connector Features
o LDAP SUPPORT
o Both the Join Engine and some connectors can use LDAP as the
exclusive means of access to the Connector View, including data
being synchronized in both directions, as well as change log
information. The Join Engine also provides plug-in interfaces
for supporting other data access and change notification
protocols. These interfaces are used by some connectors,
including the universal database connector, to provide data
access to applications that do not provide LDAP support.
o CONFIGURATION STORED IN DIRECTORY VIA LDAP
o Connectors will store all configuration information, whenever
feasible, in a directory accessed exclusively via LDAP. Use of
the NT Registry and other, ad hoc mechanisms for storing and
updating Connector configuration information will be avoided
except where these are sound engineering reasons for using them.
o CHANGE LOG
o Connectors will be able to use a Netscape Directory Server
change log to become aware of changes to LDAP stored
configuration information and the connector view.
o DIRECTORY SERVER INDEPENDENCE
o Connectors will be able to use Netscape Directory Server 3.1,
without extensions, to store configuration and the connector
view. It will also be able to use other [***].
o REMOTE ADMINISTRATION
o The product will enable the administrator to manage connectors
remotely, over a TCP/IP network.
o CONNECTOR IMPLEMENTATION TECHNOLOGY
o Some of the exclusive connectors may be implemented using
variety of technologies including native binaries, scripts
(including PERL), Universal Database Connector configurations
and others.
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
19
<PAGE> 20
EXHIBIT B
PAYMENTS AND SUPPORT
1. PAYMENTS
1.1 INITIAL LICENSE FEE. Netscape shall pay ISOCOR a non-refundable initial
source code license fee of [***] for the licenses in the First
Preliminary Copy within [***] after ISOCOR's delivery of the First
Preliminary Copy.
1.2 [***] ROYALTIES.
a. Provided that Netscape accepts the Acceptance Candidates pursuant
to this Agreement, Netscape shall pay ISOCOR non-refundable [***]
Royalties as listed below in this Section 1.2. [***]
(i)[***] ROYALTY. The [***] Royalty shall be [***] upon Netscape
receipt of the Acceptance Candidates and eventual Acceptance
of the Acceptance Candidates. The Second [***] Royalty shall
be calculated as the sum of [***] and the following: beginning
[***] shall be deducted from [***] until ISOCOR delivers a
version of the Acceptance Candidates that Netscape accepts,
provided, however, that in no event shall any amounts be
deducted from the [***] Amount and provided further, however,
that date on which Netscape is deemed to have received the
Acceptance Candidate shall be the date the Acceptance
Candidate is delivered to Netscape and which Netscape Accepts
without having to reject such version and Accept a later
re-submission of such Acceptance Candidate. [***]
1.3 ROYALTY PAYMENTS. Provided Netscape accepts the Acceptance Candidates
pursuant to the acceptance procedures set forth in Section 2 of Exhibit
A, Netscape shall pay ISOCOR a royalty ("Royalty") for the applicable
time period to be calculated as [***], less credits for returns of
units of the Products or the Royalty Bearing Licensed Programs, for
each Royalty Bearing Licensed Program distributed by Netscape; provided
that for Products containing the Licensed Programs which are bundled
with or are incorporated into other Netscape products, [***] shall be
the portion of Netscape's net license fees which are attributable to
such Netscape Product which contains the Licensed Programs. The
Royalties described in this Section 1.3 shall be subject to the [***]
Royalty limits described in Section 1.4 of this Exhibit B below.
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
20
<PAGE> 21
<TABLE>
<CAPTION>
- --------------------------------- ------------------------------- -------------------------------
TIME PERIOD TECHNOLOGY DISTRIBUTED % OF NETSCAPE'S ASP DURING
APPLICABLE TIME PERIOD TO BE
PAID TO ISOCOR
- --------------------------------- ------------------------------- -------------------------------
<S> <C> <C>
From first date after the ISOCOR Join Engine [***]%
Effective Date in which ISOCOR
makes a new version of the
Join Engine commercially
available until the Netscape
Join Engine Release Date
- --------------------------------- ------------------------------- -------------------------------
[***] after Netscape Join Netscape Join Engine [***]%
Engine Release Date (beginning
on Netscape Join Engine Release
Date and ending [***]
thereafter)
- --------------------------------- ------------------------------- -------------------------------
[***] after Netscape Join Netscape Join Engine [***]%
Engine Release Date (beginning
on [***] of the Netscape Join
Engine Release Date and ending
on [***] of the Netscape Join
Engine Release Date)
- --------------------------------- ------------------------------- -------------------------------
[***] after Netscape Join Netscape Join Engine [***]
Engine Release Date (beginning
on [***] of the Netscape Join
Engine Release Date and ending
on [***] of the Netscape Join
Engine Release Date)
- --------------------------------- ------------------------------- -------------------------------
[***] after Netscape Join Netscape Join Engine [***]%
Engine Release Date and
thereafter (beginning on [***]
of the Netscape Join Engine
Release Date)
- --------------------------------- ------------------------------- -------------------------------
Term of Agreement Standard Connector [***]%
- --------------------------------- ------------------------------- -------------------------------
Term of Agreement Ported Database Connectors [***]%
(Oracle, Sybase, SQL or DB2
Database Exclusive Connectors
ported to other platforms
(other than Windows NT) by
Netscape as provided in
Exhibit A, Section 3(E)
- --------------------------------- ------------------------------- -------------------------------
From Effective Date of Exclusive Connector [***]%
Agreement through the [***]
after Netscape Join Engine
Release Date (beginning
on [***] and ending on the
[***] of the Netscape Join
Engine Release Date)
- --------------------------------- ------------------------------- -------------------------------
[***] after Netscape Join Exclusive Connector [***]%
Engine Release Date and
thereafter (beginning on
[***] of the Netscape Join
Engine Release Date and ending
on termination or expiration of
Agreement)
- --------------------------------- ------------------------------- -------------------------------
</TABLE>
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
21
<PAGE> 22
Any Royalty shall accrue to ISOCOR upon the date Netscape ships any
Licensed Programs or any Products containing the Licensed Programs. All Royalty
fees shall be paid by Netscape [***].
Within [***], Netscape shall submit to ISOCOR a [***] Statement. Each
such [***] Statement shall be accompanied by payment of Royalty fees, if any are
due, and shall include the following information:
a) the number of copies of Royalty Bearing Licensed Programs
distributed by Netscape;
b) the total Royalty fees due ISOCOR for the applicable [***];
c) any credits for [***] Royalties applied against Royalty fees due;
and
d) any deduction of the Royalty fees due ISOCOR pursuant to the terms
of this Agreement.
1.4 MINIMUM/[***] ROYALTIES.
A. [***] AFTER NETSCAPE JOIN ENGINE RELEASE DATE. Provided that Netscape
accepts the Acceptance Candidates pursuant to the terms and conditions
of this Agreement, for the [***] after the Netscape Join Engine Release
Date, where "Netscape Join Engine Release Date" is defined as the
earlier of (i) the date Netscape makes generally available the first
non-beta or non-alpha version of a Netscape Join Engine released after
the Effective Date, or (ii) [***], Netscape shall pay ISOCOR minimum
Royalties (for all Royalty Bearing Licensed Programs) of [***] plus any
[***] Royalties paid to ISOCOR [***], which shall be made in [***] equal
installments based on the Netscape Join Engine Release Date, and which
shall be payable within [***] after the end of the applicable [***]
period. The [***] installment shall be paid by Netscape within [***]
after the Join Engine Release Date. [***]. All minimum Royalties to be
paid pursuant to this Section 1.4.a are contingent upon Netscape's
Acceptance of the Acceptance Candidates.
B. [***] AFTER NETSCAPE JOIN ENGINE RELEASE DATE. If Netscape, during the
[***] after the Netscape Join Engine Release Date, has either: (1)
licensed at least [***] of the Netscape Join Engine, [***], or (2) [***]
from all deals in which the Netscape Join Engine is licensed (regardless
of the number of Netscape Join Engines licensed), [***], then for the
[***] after the Netscape Join Engine Release Date (beginning on [***] of
the Netscape Join Engine Release Date and ending on the [***] of the
Netscape Join Engine Release Date), Netscape shall pay ISOCOR minimum
Royalties (for all Royalty Bearing Licensed Programs) of [***] in equal
[***] installments based on the Join Anniversary Release Date [***]
beginning on the [***] of the Netscape Join Engine Release Date
beginning on the [***] of the Netscape Join Engine Release Date), which
shall be payable within [***] days after the beginning of the applicable
[***] period (i.e. payments due within [***] after the [***] date of the
Netscape Join Engine Release Date, and [***] after the beginning of the
next three [***] thereafter). [***] If Netscape does not license reach
the minimums described in Section 1.4.b(1) and 1.4.b(2) of this Section
1.4.b above, then there shall be no minimum Royalty due.
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
22
<PAGE> 23
2. SUPPORT
2.1 ISOCOR SECOND LINE OF SUPPORT.
A. SUPPORT FOR OBJECT CODE OF ISOCOR JOIN ENGINE AND ISOCOR MANAGEMENT
CONSOLE. During the period beginning on the Effective Date and
ending [***] from the date Netscape first pays ISOCOR minimum
Royalties (as described in Section 1.4 of this Exhibit B) (the
"Initial Support Period"), ISOCOR shall provide to Netscape second
line support services (which is limited to Netscape and not directly
to Netscape's customers) for ISOCOR's standard products, as
delivered to Netscape, and relating to the (1) the Object Code of
the ISOCOR Join Engine and/or (2) the Object Code of the ISOCOR
Management Center, consistent with the support obligations described
on Attachment B-1 hereto (which Attachment may be supplemented or
replaced, from time to time, by mutual agreement), with respect to
the Licensed Programs listed above and any Products containing the
Licensed Programs listed above including, without limitation,
identification of defects in the Connectors (Source Code and Object
Code) and providing corrections, workarounds and/or patches to
correct defects or errors in such Licensed Programs (Source Code and
Object Code). Such Support shall be for ISOCOR's most recent
versions. [***]
B. SUPPORT FOR OBJECT CODE OF TEXT UNIVERSAL CONNECTOR, EXCLUSIVE
CONNECTORS AND STANDARD CONNECTORS. For the term of this Agreement,
ISOCOR shall provide to Netscape second line support services (which
is limited to Netscape and not directly to Netscape's customers) for
any ISOCOR standard products, as delivered to Netscape, and relating
to the (1) Object Code of the Exclusive Connectors; (2) the Object
Code of the Text Universal Connector; and/or (3) the Object Code of
any Standard Connector, consistent with the support obligations
described on Attachment B-1 hereto (which Attachment may be
supplemented or replaced, from time to time, by mutual agreement),
with respect to the Licensed Programs listed above and any Products
containing such Licensed Programs including, without limitation,
identification of defects in the Connectors (Source Code and Object
Code) and providing corrections, workarounds and/or patches to
correct defects or errors in such Connectors (Source Code and Object
Code). Such Support shall be for ISOCOR's most recent versions.
[***].
2.2 TECHNICAL SUPPORT OF NETSCAPE FOR SOURCE CODE. During the period
beginning on the Effective Date and ending [***] after Netscape's
Acceptance of the Acceptance Candidates pursuant to the acceptance
procedures set forth in Section 2 of Exhibit A, in addition to the
back-end support services described above, ISOCOR shall provide to
Netscape, for up to[***], for any Source Code provided hereunder, the
following technical support services:
A. ISOCOR shall appoint a technical contact to which Netscape may
address all technical questions relating to ISOCOR technologies.
Upon execution of this Agreement, the parties shall determine a
mutually agreeable procedure by which Netscape shall direct its
technical questions to the appropriate ISOCOR technical contact.
B. ISOCOR shall promptly answer all technical questions asked by
Netscape relative to the Licensed Programs.
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
23
<PAGE> 24
2.3 TRAINING OF NETSCAPE. ISOCOR shall conduct, without cost to
Netscape, and at such times as Netscape shall designate, [***]
technical training session with a mutually agreeable date and
agenda. All such training shall occur at Netscape's Mountain View,
CA facilities, and shall include a walk through of the Source Code
to the Licensed Programs delivered to Netscape. Netscape shall not
be limited in the number of attendees that may be present at any
such training session and will provide sufficient facilities and
equipment to conduct such training.
2.4 UPGRADES, UPDATES, PORTS, ERROR CORRECTIONS AND ENHANCEMENTS.
A. OBJECT CODE. With respect to the Licensed Programs to which
Netscape has only Object Code rights, ISOCOR will include
Netscape in its alpha and beta programs for any upgrades or
updates to the Licensed Programs released during the term of
this Agreement, and will provide Netscape with the production
version of such upgrades and/or updates of the Licensed Programs
simultaneously with its earliest release of such upgrades and/or
updates to other customers. ISOCOR shall also provide Netscape
during the term hereof with any error corrections, bug fixes and
enhancements to the Licensed Programs simultaneously with its
earliest release of such error corrections, bug fixes or
enhancements to other customers. [***].
B. SOURCE CODE. With respect to the Licensed Programs to which
Netscape has Source Code rights, for the period beginning on
Netscape's receipt of the Acceptance Candidates and ending [***]
after Netscape's Acceptance of the Acceptance Candidates
pursuant to the acceptance procedures set forth in Section 2 of
Exhibit A, ISOCOR will provide Netscape with any error
corrections and bug fixes to the Licensed Programs (Source Code)
simultaneously with its earliest release of such error
corrections or bug fixes to other customers. [***].
2.5 SUPPORT FEES. During any period in which Netscape is receiving
support from Isocor, Netscape shall pay to ISOCOR a support fee of
[***] for Connectors in the previous Netscape [***].
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
24
<PAGE> 25
ATTACHMENT B-1
SUPPORT OBLIGATIONS
ISOCOR shall provide to Netscape support services consistent with the following
support obligations:
1. DEFINITIONS
1.1 "ERROR" means any instance where a product or update or upgrade to a
product does not substantially conform to its documented features and
specifications.
1.2 "WORKAROUND" means a method by which a user of a product can, by
making a limited number of procedural or programming changes in a product,
prevent the occurrence or re-occurrence of an Error. Programming changes include
adjustments to set-up and configurations files or other settings that do not
require recompilation.
1.3 "RESPOND" means and includes: taking and logging the Error call; in
the case of Priority 1 Errors, providing to Netscape an action/resolution plan
within four (4) hours of initial call receipt and acknowledgment; and, in cases
of Priority 1 and 2 Errors, making best efforts on a continuing basis to cure
the Error until the Error is cured.
2. OBLIGATIONS
2.1 ERROR REPORTING. Errors may be reported on a 24 hours per day, 365
day per year basis for priority 1 and priority 2 errors. Other errors may be
reported during normal business hours. During normal business hours, ISOCOR's
technical staff shall be available to receive error reports directly from
Netscape by telephone. Outside of normal business hours, Netscape may report
errors by pager, electronic mail, voice mail, fax or telephonic recording
capability. ISOCOR shall provide Netscape with a pager number for both a primary
and secondary pager which will be carried by appropriate ISOCOR support
personnel at all times and which Netscape may use to report priority 1 and
priority 2 errors at any time.
2.2 SUPPORT REQUESTS. ISOCOR will Respond and use best efforts to
correct or provide a Workaround to Priority 1 and Priority 2 Errors that
Netscape identifies, classifies and reports; and will use reasonable commercial
efforts to Respond to other Errors within the time frames set forth below.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
STATUS UPDATES (PROVIDED
PRIORITY FAILURE DESCRIPTION INITIAL RESPONSE UPON CUSTOMER'S REQUEST
TIME AFTER NETSCAPE'S INITIAL
RESPONSE)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Enterprise-critical (Product is not 1 hour By customer agreement
functioning)
- --------------------------------------------------------------------------------------------------
2 Severe Impact - Product inconsistency which 2 business Once per business day
significantly decreases Customer productivity hours
(periodic work stoppages, feature crashes)
- --------------------------------------------------------------------------------------------------
3 Degraded Operations: Product inconsistency 4 business Once every 3 business
which slightly impairs customer productivity hours days
(Customer can work around problem)
- --------------------------------------------------------------------------------------------------
4 Minimal Impact: desired change in Product next business Release notes or plan
(documentation update, cosmetic defects, day for next release
enhancement requests)
- --------------------------------------------------------------------------------------------------
</TABLE>
25
<PAGE> 26
EXHIBIT C
EXCLUSIVE CONNECTORS
[***]
[***]
[***]
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
26
<PAGE> 27
EXHIBIT D
MARKETING
1. DEVELOPMENT EFFORTS. Netscape and ISOCOR shall, in good faith, use
commercially reasonable efforts to coordinate their development efforts such
that the Netscape and ISOCOR versions of the Join Engine and/or Connector(s)
remain compatible.
2. PRICE LISTS. Netscape and ISOCOR shall make available to each other each
party's published price list simultaneously with such price list's availability
to each party's business customers.
3. PRESS RELEASE. Netscape and Participant shall issue a press release
announcing that Netscape is planning to ship the Licensed Programs with the
Products; the content and timing of such press release will be subject to both
parties' prior review and approval.
27
<PAGE> 28
EXHIBIT E
Documentation and Test Cases
To be Delivered to Netscape
1. Specifications for configuration schema
2. Design documentation associated with the delivered source code
3. Build instructions and a description of the build environment (OS release,
compiler release, etc...)
4. Release notes for the ISOCOR v1.1 binary release, including information about
execution environment, installation procedures, and known bugs.
5. User and administrator manuals for the Second Preliminary Copy binary
release. These will be provided initially in FrameMaker format, complete with
cross references. In addition, 10 printed copies will be provided.
6. Complete help text associated with the Management Console in machine readable
form.
7. A summary of the available test cases and test results which are sufficiently
detailed that Netscape engineers can verify the results. These test cases will
include a representative set of feature tests, as well as some stress, capacity,
and boundary tests. These tests should all be run using Netscape Directory
Server (R3.1 or later) for all LDAP directory storage.
28
<PAGE> 29
EXHIBIT F
MINIMUM TEST CRITERIA FOR ACCEPTANCE TEST
1. Using the Binaries, the Release Notes, and other ISOCOR Documentation,
Netscape engineers are able to successfully install and run the binary
release (in the target environments specified by ISOCOR).
2. The User Documentation for the binary release will generally match the
functionality of the binaries. For example, the Connector documentation
matches the LDAP version of the Connectors.
3. Netscape engineers are able to build working binaries from the unmodified
Source Code and Build Scripts (for ISOCOR's target environments).
4. The Design Docs are generally consistent with the Source Code delivered.
5. The exhibited Functionality of the ISOCOR product does not omit significant
features in the "Technical Specifications" included as a part of the Source
License Agreement.
6. All major functionality of the ISOCOR product (including Join Engine, and
Connectors works correctly using the binaries built from unmodified source
by Netscape. For example, incremental updates, multi-threading in both the
Join Engine and Connectors, automatic joins for a variety of Connector View
schema's, and manual joins for a variety of Connector View schema's all
work. This is equivalent to saying that there are no P1 or P2 bugs known to
ISOCOR or detected by Netscape during its assessment of functionality which
are not corrected during the acceptance test..
7. Test programs are buildable and runable by Netscape engineers.
8. Available reported test results which are verifiable by Netscape engineers
on binaries built from unmodified source at Netscape, with minor exceptions.
29
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1998 AND THE RELATED CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE NINE MONTHS IN THE PERIOD ENDED SEPTEMBER 30,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 8,834
<SECURITIES> 8,396
<RECEIVABLES> 13,640
<ALLOWANCES> 2,125
<INVENTORY> 0
<CURRENT-ASSETS> 32,220
<PP&E> 8,477
<DEPRECIATION> 6,127
<TOTAL-ASSETS> 35,525
<CURRENT-LIABILITIES> 14,096
<BONDS> 0
0
0
<COMMON> 39,489
<OTHER-SE> (18,234)
<TOTAL-LIABILITY-AND-EQUITY> 35,525
<SALES> 16,358
<TOTAL-REVENUES> 16,358
<CGS> 1,746
<TOTAL-COSTS> 5,118
<OTHER-EXPENSES> 16,670
<LOSS-PROVISION> 243
<INTEREST-EXPENSE> (784)
<INCOME-PRETAX> (4,345)
<INCOME-TAX> 114
<INCOME-CONTINUING> (4,459)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,478)
<EPS-PRIMARY> (.46)
<EPS-DILUTED> (.46)
</TABLE>
