exv10w5n



 





Exhibit 10.5N




AMENDMENT NUMBER 11

TO

LICENSE AND DISTRIBUTION AGREEMENT




     This Amendment Number 11 to License and Distribution Agreement (the “Amendment”) is
entered into as of April ___, 2006 (the “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”) (individually, the “Party;”
collectively, the “Parties”).



RECITALS




     WHEREAS, Altiris has developed certain software for protecting and restoring data on
computers;



     WHEREAS, HP desires to license and distribute such software on certain HP hardware;




     WHEREAS, the Parties have previously entered into a Software License and Distribution
Agreement dated November 12, 1999, as amended (the “Agreement”), that grants HP license and
distribution rights to certain Altiris software products and services; and



     WHEREAS, the Parties desire to amend the Agreement to extend the period for the license and
distribution of the Altiris Local Recovery software product with certain HP hardware.



     NOW, THEREFORE, in consideration of the above recitals, the mutual undertakings of the Parties
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 1.22 of the Agreement is deleted in its entirety and replaced by the
following new definition:
	 
	 	 	 	“1.22 HP Hardware. “HP Hardware” shall mean the following models of HP commercial
computers: [*].”
	 
	 	2.	 	Section 3.21 of the Agreement is deleted in its entirety and replaced by the
following new subsections:







 




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




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“3.21 Term. Unless sooner terminated or allowed to expire as hereinafter provided,
the Local Recovery Licenses and Trademark License are granted to HP for an initial
period beginning on May 1, 2004 and ending on July 31, 2006 (“Initial Period”).




	 	3.21.1	 	Local Recovery Licenses. After the initial period, the distribution
period shall automatically extend for an additional one year period,
unless either Party terminates this additional period by providing
ninety (90) days written notice prior to the start of this additional
period (the Initial Period and additional periods are hereinafter
referred to as the “Distribution Period”).
	 
	 	3.21.2	 	HP Mark. After the Initial Period, Altiris’ right to place the HP
Mark on the Local Recovery Products as set forth in Section 3.20 shall
automatically extend for an additional one year period, unless one of
the Parties provides written notice to the other Party at least ninety
(90) days prior to the end of the Initial Period that it will not extend
the term for an additional year.”





III. CONFLICTS




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



     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.



	 	 	 	 	 	 	 	 	 
	Altiris, Inc.	 	Hewlett-Packard Company 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature

	 	/s/ Stephen C. Erickson
	 	Signature
	 	/s/ Tad Bodeman on behalf of	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print Name Stephen C. Erickson	 	Print Name Jeff Groudan	 	 
	 
	 	 	 	 	 	 	 	 
	Title VP & CFO	 	Title V.P. Marketing, Business PC	 	 
	 
	 	 	 	 	 	 	 	 
	Date 5/11/06	 	Date April 24, 2006	 	 






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