EXHIBIT 10.5M
AMENDMENT NUMBER 10 TO LICENSE
AND DISTRIBUTION AGREEMENT
This Amendment Number 10 to License and
Distribution Agreement (the “Amendment”) is entered
into as of October 15, 2004 (the “Amendment Effective
Date”) by and between Altiris, Inc., a Delaware corporation,
having its principal place of business at 588 W. 400 South, Lindon,
Utah 84042 (“Altiris”), and Hewlett-Packard Company, a
Delaware corporation, having its principal place of business at
3000 Hanover Street, Palo Alto, California 94304
(“HP”); and
Whereas, Compaq Computer Corporation
(“Compaq”) and Altiris entered into a License and
Distribution Agreement made effective on November 12, 1999, and as
previously amended by the Parties (the “Agreement”)
that grants Compaq certain license and distribution rights to
Altiris software products; and
Whereas, Altiris has previously consented to the
assignment of the Agreement to HP whereby HP, as successor in
interest to Compaq, assumes and agrees to perform all the remaining
obligations of Compaq; and
Whereas, the Parties agree to amend the terms of
the Agreement, solely for the purpose set forth below, and have
signified their acceptance by the execution of this
Amendment.
Now, therefore, in consideration of the mutual
covenants and promises in the Agreement as amended hereunder, and
for other good and valuable considerations, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the
Parties hereby agree as follows:
1. Capitalized terms not otherwise defined in
this Amendment shall have the meaning as set forth in the
Agreement. Terms not expressly amended in this Amendment shall
remain in full force and effect as set forth in the Agreement. In
the event of a conflict between this Amendment and the Agreement,
the terms and conditions of this Amendment shall
prevail.
2. Section 1 of the Agreement is amended by
adding the following new subsection:
1.25 Altiris Client for Pocket PC.
“Altiris Client for Pocket PC” shall mean a time-trial
version of the Altiris Deployment Solution Pocket PC Agent v 6.1
software product. The term “Distributable Client Agent”
as set forth in Section 1.3(a) of the Agreement sh
