EX-10.2






Exhibit 10.2




Letter Agreement




This Letter Agreement (“Agreement”) effective as of November 4, 2009 (the “Effective Date”) is
by and between Aruba Networks, Inc. (a Delaware Corporation) and its Affiliates, (collectively
“Aruba”), and Motorola, Inc. (a Delaware corporation) together with its Affiliates, including,
without limitation, Symbol Technologies, Inc., Wireless Valley Communications, Inc., and
AirDefense, Inc. (collectively “Motorola”) (as used herein, Motorola and Aruba are each a “Party”
and collectively the “Parties”).



Defined terms, including, without limitation, “Affiliate”, “Assert”, “Separation Event”, “Separated
Business”, “Term”, and “Party”, as used in this Agreement are the same as they are defined in the
Patent Cross License and Settlement Agreement (“Settlement Agreement”) executed between the Parties
concurrently with this Agreement.



In consideration of the promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:



1. In the event a first Party (“Asserting Party”) has during the Term a patent infringement claim
against any product, service, software or system (or against any activity in connection therewith)
that would have been within the scope of the licenses, covenants, releases, immunities or other
rights granted under the Settlement Agreement but for the application of Section 3.4(c) of the
Settlement Agreement (either alone or in combination with other items), then the Asserting Party
shall Proceed in the First Instance (as hereinafter defined) against the applicable Adverse Party
(as hereinafter defined) rather than against the other Party to this Agreement (“Non-Asserting
Party”).



To “Proceed in the First Instance” means to Assert any such action or claim against such Adverse
Party rather than against the Non-Asserting Party and to prosecute such action or claim through the
entry of a final non-appealable judgment by a court of competent jurisdiction prior to any
Assertion of such action or claim against the Non-Asserting Party.



“Adverse Party” means any of the parties with whom a Party to this Agreement is adverse in a
currently pending patent infringement action or proceeding before a court of competent jurisdiction
(as identified in writing by one Party to the other Party on the Effective Date).



2. In the event the Asserting Party obtains a final and non-appealable judgment of infringement
against an Adverse Party with respect to any claim subject to Section 1, or enters into a complete
and final settlement with such Adverse Party, then the Non-Asserting Party shall have, and be
deemed to have, all the rights that would have been within the scope of the licenses, covenants,
releases, immunities or other rights granted under the Agreement but for the application of Section
3.4(c) of the Settlement Agreement with respect to the sale or other disposal to, or the use by,
such Adverse Party, provided that this Section 2 shall not be applicable (and the Dispute
Resolution process described under Section 3 shall not be initiated) in the event the Asserting
Party gives the Non-Asserting Party written notice that there is a continuing dispute between the
Asserting Party and the Adverse Party within thirty (30) days after any such judgment of
infringement.



3. Subject to Sections 1 and 2, in the event the Asserting Party ultimately Asserts such a patent
infringement claim against the Non-Asserting Party based on a sale or other disposal to, or the use
by, an Adverse Party of any client software of the Non-Asserting Party that would have been within
the scope of the licenses, covenants, releases, immunities or other rights granted under the
Settlement Agreement but for the application of Section 3.4(c) of the Settlement Agreement, such
Assertion will be resolved through the Dispute Resolution process set forth in Section 11 of the
Settlement Agreement, except that for such a dispute, instead of either Party being entitled to
bring an action in the civil courts for the state of Delaware as provided in section 11.3 of the
Settlement Agreement, the Parties shall submit the matter to final and binding arbitration
according to the arbitration procedure set forth below.



4. Any such Assertion subject to Section 3 shall be finally settled by arbitration in Wilmington,
Delaware, or another mutually agreed to location, using the English language in accordance with the
Arbitration Rules and Procedures of JAMS/Endispute (“JAMS”) then in effect, by an arbitrator who
will be chosen from the appropriate list of JAMS arbitrators. The arbitrator shall have at least
fifteen (15) years of active patent litigation experience. If the Parties cannot agree upon the
identity of an arbitrator within fifteen (15) days following the initiation of the arbitrator
selection process, then an arbitrator shall be selected on an expedited basis in accordance with
the Arbitration Rules and Procedures of JAMS. The remedies that may be awarded by the arbitrator
shall be limited to those that could be imposed by a court of competent jurisdiction in law or
equity. The arbitrator shall have the authority to allocate between the Parties the costs of
arbitration (including, without limitation, service fees, arbitrator fees and all other fees
related to the arbitration) in such equitable manner as the arbitrator may determine. The
arbitrator shall render a written decision within thirty (30) days of the conclusion of the
arbitration proceedings. The written decision shall discuss the specific findings of fact and
conclusions of law and remedies imposed by the arbitrator. Judgment upon the award so rendered may
be entered in a court having jurisdiction or application may be made to such court for judicial
acceptance of any award and an order of enforcement, as the case may be.



5. The Asserting Party will indemnify and hold harmless the Non-Asserting Party, its successors
and assigns (collectively, the “Indemnified Parties”) against, and reimburse any Indemnified Party
for, any and all amounts awarded in any such arbitration, or awarded in any litigation brought by
the Asserting Party in violation of this Agreement, along with the reasonable attorneys’ fees and
reasonable associated costs and expenses incurred by such Indemnified Party in defending against
such Assertion, along with all damages to the Non-Asserting Party that are determined by any such
arbitrator to have resulted from any injunction imposed by such arbitrator against the sale or
disposal by the Non-Asserting Party to the Adverse Party. Notwithstanding anything to the contrary
in this Agreement, the Asserting Party shall not be liable for any indemnification, and the
Non-Asserting Party shall not be entitled to any indemnification, in the event the Non-Asserting
Party is brought into any litigation or other proceedings by action of an Adverse Party or any
other third party, or by action of its own (such as by indemnifying or holding the Adverse Party
harmless from such claims), rather than by action of the Asserting Party. In the event the
Asserting Party obtains a final judgment enforceable jointly and severally against the Adverse
Party and the Non-Asserting Party in such litigation, the Asserting Party agrees to attempt to
collect on any such judgment first from such Adverse Party.



6. This Agreement terminates automatically and immediately upon the termination of the Settlement
Agreement.



7. With respect to matters of contract construction, enforcement and interpretation, the
substantive law of the state of Delaware, United States of America shall apply to this Agreement,
without regard to its conflicts of laws principles. This Agreement shall not be binding upon the
Parties until it has been signed below by or on behalf of each Party. No amendment or modification
of this Agreement shall be valid or binding upon the Parties unless made in writing and signed by
each Party. The Parties agree that this Agreement is not superseded by the Settlement Agreement.
This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and
assigns. Promptly after a Separation Event, the Separated Business will execute in writing an
agreement to be bound by all the obligations of Motorola under this Agreement with respect to such
rights and obligations assigned to such Separated Business in such Separation Event, and a copy of
such agreement will be provided to Aruba. If any term, clause or provision of this Agreement is
found by competent authority to be invalid, illegal or unenforceable in any respect for any reason,
the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that
most nearly reflects the original intent of the Parties and the remainder of this Agreement shall
continue in effect. This Agreement may be executed in two or more counterparts, each of which is
deemed an original, but all of which together constitute one and the same instrument. A facsimile
or copy of a signature is valid as an original.



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IN WITNESS WHEREOF, Motorola, Inc. and Aruba Networks, Inc., for themselves and each of their
Affiliates, have caused this Agreement to be executed by their duly authorized representatives
as of the Effective Date:



	 	 	 
	Agreed to:

	 	Agreed to:
	MOTOROLA, INC.

	 	ARUBA NETWORKS, INC.
	By:  /s/ Robert Sanders

Name: Robert Sanders

Title: Corporate Vice President

Date: November 4, 2009

	 	By:  /s/ Steffan Tomlinson

Name: Steffan Tomlinson

Title: CFO

Date: November 4, 2009






MOTOROLA, INC.


By:  /s/ Jonathan P. Meyer


Name: Jonathan P. Meyer

Title: Senior Vice President


Date: November 4, 2009




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