This Software License Agreement involves
Title: Amendment No. 2 to the Software License Agreement
Industry: Software and Programming
Amendment No. 2 to the Software License Agreement
This Amendment No. 2 (the “Amendment”) to the Software License Agreement (Sun Legal Files Index No. 80613) as amended by Amendment No. 1 (Sun LFI# 90457) and the Wireless Toolkit Supplement to the Sun Community Source Licenses (Sun LFI# 107228), the Software License Agreement, Amendment No. 1 and the WTK Supplement are collectively referred to as the “Agreement”), by and between Sun Microsystems, Inc., a Delaware corporation with principal place of business at 4150 Network Circle, Santa Clara, California 95054 and Borland Software Corporation, located at 20450 Stevens Creek Boulevard, Suite 800, Cupertino, California 95014-2265 100 Enterprise Way, Scotts Valley, California 95066 (“Borland” or “Customer”), is entered into as of the 22nd day of December 2005.
WHEREAS, Sun and Customer entered into the Agreement pursuant to which Customer licenses certain Java Technologies, including J2SE, J2EE and J2ME (now known as “JSE,” “JEE” and “JME” respectively) from Sun for use with Customer’s products;
WHEREAS, Customer and Sun desire among other things to amend the Agreement to extend the term of the Agreement, terminate the licenses for certain Sun Technologies and license the Java Wireless Toolkit in binary form.
NOW THEREFORE, for and in consideration of the mutual promises, provisions and covenants herein contained, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:
1. The parties agree to amend the expiration date of the current Renewal Term of the Agreement from December 28, 2005 to 11:59 p.m. on December 21, 2005. The parties further agree that, effective December 22, 2005, the Agreement shall renew as amended herein for subsequent term of three years continuing through and until 11:59 p.m. on December 21, 2008 (“Renewal Term”). Customer may elect to extend the term of the agreement for up to two additional one-year renewal terms at the fees set forth in Section 2 herein by issuing purchase order to Sun no less than 30 days prior to the expiration of the Renewal Term or the then-current renewal term.
2. Renewal Fees. (a) Customer shall make nonrefundable, non-transferable payment in the sum of $1,225,000.00 (“Program Fees” or “Brand Maintenance Fees”) on or before January 23, 2006. The payment by Customer of the Brand Maintenance Fees pursuant to this Amendment shall be in lieu of any license fees, royalties or support fees associated with the technology except for the fees provided in Amendment No. 8 to the Master Sup