exv10w5a4



 





Exhibit 10.5A4




AMENDMENT NUMBER 4




TO LICENSE AND DISTRIBUTION AGREEMENT




     This Amendment Number 4 to the License and Distribution Agreement (the “Amendment”), dated
September 27, 2006 (the “Effective Date”), amends the terms of the License and Distribution
Agreement, dated August 2001, including any and all previous amendments thereto (the “Agreement”)
by and between Altiris Inc., a Delaware corporation having its principal of place of business at
588 West 400 South, Lindon, Utah 84042 (“Altiris”) and Hewlett-Packard, a Delaware corporation
having its principal place of business at 3000 Hanover Street, Palo Alto, California 94304 (“HP”)
(individually, the “Party,” collectively, the “Parties”). Unless specifically modified or changed
herein, the terms and conditions of the Agreement shall remain in effect. In the event of a
conflict or inconsistency between the terms and conditions contained in this Amendment and the
Agreement, the terms and conditions contained in this Amendment shall prevail.



     WHEREAS, the Parties have previously entered into the Agreement that grants HP rights to
incorporate certain Altiris software into HP product lines; and



     WHEREAS, the Parties desire to amend the Agreement to update certain deliverables provided by
Altiris and the terms and conditions corresponding to such deliverables.



     NOW, THEREFORE, in consideration of the above recitals, the mutual undertakings of the Parries
as contained herein, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Amendment hereby agree as follows:



     I. Definitions. All capitalized terms which are not defined in this Amendment shall
have the meaning as set forth in the Agreement.



     II. Modifications. The Agreement is amended and supplemented as follows:




     1. Section 1.29 shall be modified as follows:


“1.29 “Licensed Software” shall mean each of the components of the
Altiris eXpress deployment server software, which consists of the software
components listed on Schedule 1.2 of Exhibit A (as may be modified as set forth
on Schedule 1.2), and which shall also include those modifications made under
this Amendment No. 4 to the Deployment Server software to include functionality
to provide compatibility with the Intel Itanium processor, to the extent the
foregoing are for deployment and redeployment of HP Products and products,
similar thereto, and any Updates/Maintenance Releases and New Releases to be
provided under this Agreement.”



     2. The following shall be added as Section 2.4:














 










	 	“2.4 Altiris shall use best efforts to develop and deliver to HP no later than
December 6, 2006, the Deployment Server software product, in object code format,
as modified to include functionality for compatibility with the Intel Itanium
processor (hereinafter referred to as the “Deployment Server for Itanium” or
Licensed Software”), which product shall be deemed to be a standard commercially
available Altiris software product.”
	 
	 	3.	 	Section 3. License and Rights, Section 4. Marketing,
Promotion and Press Releases, Section 6. Support and Updates/Maintenance
Releases and New Releases, Section 7 Royalties and Fees (as such sections
were modified by Amendment No. 3) shall apply to this Amendment No. 4,
provided that (i) any references to the Licensed Software shall be deemed
to include the Deployment Server for Itanium, (ii) references to Compaq
shall be deemed to refer to HP, and (iii) references to Compaq products
shall be deemed to refer to the HP products.
	 
	 	4.	 	The following shall be added as Section 7.7:
	 
	 	 	 	“7.7 In consideration for the development as further defined in Exhibit
B-l and license grants set forth in this Amendment No. 4, HP shall pay to
Altiris fees in the fixed amount of [*], which fees shall be paid in three
(3) installments as detailed below and which shall be used for the
development activities of Altiris hereunder.
	 
	 	 	 	Payment No. 1 in the amount of [*] shall be due sixty (60) days after the
Effective Date of this Amendment.
	 
	 	 	 	Payment No. 2 in the amount of [*] shall be due within sixty (60) days
after the delivery by Altiris to HP of the final object code for the
Deliverables as defined in Exhibit B-l.
	 
	 	 	 	Payment No. 3 in the amount of [*] shall be due within sixty (60) days
after HP’s acceptance of the Deliverables as defined in Exhibit B-l. In
the event that HP fails to notify Altiris in a detailed writing of any
nonconformance of the Deliverables on or before March 31, 2007, the
parties agree that the Deliverables shall be deemed accepted by HP.
	 
	 	5.	 	Exhibit B-l shall be attached hereto and made a part hereof.





     III. Conflicts. All other terms not expressly amended herein shall remain in full
force and effect as set form in the Agreement. Should a conflict arise between this Amendment and
the Agreement, the provisions of this Amendment shall control.





 




			
	[ * ] 	 	These provisions are the subject of a Confidential Treatment Request




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly
authorized representatives, all as of the date first written above.



	 	 	 	 	 	 	 	 
	Agreed and Accepted:	 	Agreed and Accepted:	 	 
	ALTIRIS, INC.	 	HEWLETT-PACKARD COMPANY	 	 
	 
	 	 	 	 	 	 	 
	By:

	/s/ Michael R. Samuelian
	 	By:
	 	/s/ Rick Beck	 	 
	 

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Printed Name: Michael R. Samuelian	 	Printed Name: Rick Beck	 	 
	 
	 	 	 	 	 	 	 
	Title: Vice President Sales	Title: VP	 	 
	 
	 	 	 	 	 	 	 
	Date: 11/14/06	 	Date: 10-5-06	 	 
	 
	 	 	 	 	 	 	 
	Reviewed by Altiris Legal	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	By:

	HW	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Date:

	 10-6-06	 	 	 	 	 	 
















 





EXHIBIT B-l




DEPLOYMENT SERVER SUPPORT FOR ITANIUM-BASED PRODUCTS




STATEMENT OF WORK




     1. SCOPE OF THE STATEMENT OF WORK




     Altiris will provide updated versions of Deployment Solution that include support for
Itanium-based products, such as HP Integrity servers. This support will include deployment of Linux
IA-64 and Windows for 64 Bit systems using both the native operating system scripted install and
the Altiris image installation methods.



     Altiris will provide both LinuxPE and WinPE pre-boot support on the Itanium-based products,
including changes needed to comprehend the EFI boot environment and the IA-64 processor
architecture.



     Altiris will also provide a deployment agent for Linux IA-64 and Windows for 64 Bit systems.



     Hardware discovery of the Management Processor (iLO equivalent on Integrity) will be similar
to that for iLO/RILOE on ProLiant.



     It is not a requirement for the Altiris Deployment Solution to run on Itanium-based products.



     This will provide a robust deployment solution for ProLiant and Integrity servers.



     2. PROJECT MANAGERS AND PROJECT COORDINATION



	 	 	 	 	 
	 

	 	For HP:
	 	For Altiris:
	 

	 	Gail Reebenacker
	 	Glen Herzog
	 

	 	Project Manager
	 	Program Manager, Deployment Solution
	 

	 	Mailstop 150601
	 	588 West 400 South
	 

	 	20555 Tomball Parkway
	 	Lindon, Utah 84042
	 

	 	Houston, Texas 77070	 	 






     3. DESCRIPTION OF SERVICES



          a. Altiris will provide the following services (collectively, the “Services”):




     Altiris will develop updates to their Deployment Server product, which forms the basis of HP
ProLiant Essentials Rapid Deployment Pack, in order to provide support for servers based on
Itanium-based products.













 





     4. DESCRIPTION OF DELIVERABLES



          a. List of Deliverables. Altiris will provide the updates described in Paragraph 3
above to develop and deliver the following Deliverables:





	 	•	 	Program/Project Plan
	 
	 	•	 	Documentation
	 
	 	•	 	Deployment Solution Preliminary Builds
	 
	 	•	 	Deployment Solution Final Release





          b. Requirements for Deliverables. Project plan shall include milestone dates
including development complete, first release to HP, beta release, release candidate, and final
release date. Project plan updates shall be communicated in the regular RDP core team meeting.




     Documentation will include updates to existing Altiris Deployment Server documentation to
include certain IA-64 and Integrity unique features.



     The Altiris Deployment Solution to be delivered is an updated version that includes support
for Itanium-based products as described above. This will be released to HP in beta form to support
internal development and testing by HP of RDP. The final release of the updated Deployment Solution
will be released by Altiris with RDP integration of Integrity support



     Detailed requirements for Deployment Solution are:



               1. Support image capture and deploy of Itanium-based products running Windows.



               2. Support image capture and deploy of Itanium-based products running Linux.



               3. Support scripted OS install of Windows on Itanium-based products.



               4. Support scripted OS install of Linux on Itanium-based products.



               5. Support gathering basic inventory information from Integrity servers on initial pre-boot,
similar to what is done for ProLiants.



               6. Support pre-boot of Linux via PXE, CD, and USB key, support pre-boot of WinPE via CD.



               7. Support configuration discovery of the Management Processor on Integrity and provide
console features (browse to interface, power control, reset, etc.) as with the ProLiants.



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               8. Ability for HP to create a single unified RDP product, that supports both Integrity and
ProLiant servers.



               9. Provide preliminary releases of the updated version of Deployment Solution to HP for
development and testing purposes.



          c. Acceptance Criteria for Deliverables. Acceptance criteria for the Deliverables
will be conformance to the requirements set forth above, or otherwise as set forth in the body of
Amendment No. 4.




     It is anticipated that some minor bugs may be deferred to a future release; however those
should be resolved by the next major release of Deployment Solution.



          d. Delivery Date for Deliverables. All Deliverable shall be completed by December 6,
2006 and submitted to HP for validation against the acceptance criteria noted above.





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