exv10w15



 





Exhibit 10.15







Confidential Materials omitted and filed separately with the




Securities and Exchange Commission. Asterisks denote omissions.






CONNECTIVITY SERVICE AND MARKETING AGREEMENT




     This CONNECTIVITY SERVICE AND MARKETING AGREEMENT (this “Agreement”) is made as of the
26th day of December, 2007 by and between Intel Corporation (“Intel”) and LogMeIn, Inc.
(“LMI”). Intel and LMI may be referred to jointly as the “Parties.”



     WHEREAS, the Parties intend to provide a [**] service for the marketplace through developing
and marketing an [**] service for third party remote support of personal computers and servers;



     WHEREAS, the Parties intend to create multiple product offerings for this product concept;



     WHEREAS, the Parties are entering into this Agreement to define the service, development,
marketing, revenue sharing and payment terms of this joint relationship;



     NOW, THEREFORE, in consideration of the mutual promises on obligations contained in this
Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree
as follows:




	1.	 	SCOPE/STATEMENT OF WORK





     It is the intent of the Parties to provide a [**] service for the defined marketplace through
developing and marketing an [**] service for third party remote support of personal computers and
servers. A description and scope of the joint solution (the “Solution”), the connectivity
service to be provided by LMI in connection with the Solution and a Statement of Work describing
the project, the Solution, and the roles and responsibilities of the Parties in connection with the
project are included on Schedule 1A. It is intended by the Parties that the combination of
the Components (as defined below) as described in the Statement of Work on Schedule 1A will
produce the Solution. Pursuant to Section 20.5, no amendment or modification of any schedules or
exhibits attached hereto, including Schedule 1A, may be made except by a writing signed by
both Parties.




	2.	 	LMI COMPONENTS





     2.2 LMI Components. During the Term (as defined below), and so long as Intel remains
in compliance with the terms and conditions of this Agreement, subject to the other terms and
conditions described in this Agreement, LMI will design and deliver to Intel the components
specifically defined on Schedule 2A (the “LMI Components”). The specifications and
timetable for the LMI Components are also set forth on Schedule 2A. For any subsequent
versions of the LMI Components, additional exhibits or schedules may be attached and incorporated
into this Agreement with the written consent of both Parties. LMI Components shall also include
any other components owned solely by LMI.



     2.2 Delivery and Acceptance of the LMI Components. The LMI Components will be subject
to Intel’s approval and acceptance (acting in good faith and in a commercially reasonable manner
and in accordance with any acceptance criteria and specifications established in Schedule
1A) within thirty (30) business days of LMI’s delivery of the LMI Components to Intel (the
“Intel Acceptance Period”). Any rejection shall be made by written or email notice,
delivered to LMI no later than the last day of the Intel Acceptance Period, which notice shall
provide a reasonable and complete explanation of the LMI Component’s failure to comply with the
specifications provided for in the schedules attached hereto (the “Intel Rejection
Notice”). Any failure to provide such written or email notice within the



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applicable Intel Acceptance Period will be deemed to be an acceptance of the LMI Component. From
and after LMI’s receipt of an Intel Rejection Notice and based upon its agreement as to the
existence of the non-conformities described in an Intel Rejection Notice, LMI shall have no more
than [**] days to address and fix he non-conformities described in the Intel Rejection Notice,
whereupon LMI shall redeliver the LMI Component to Intel for approval and acceptance, as described
above. The foregoing procedure for review and cure may take place up to [**] times before giving
rise to any breach of this Agreement. Each Party agrees to appoint a representative to coordinate
and maintain communications with the other Party regarding work-in-progress, delivery dates and
similar matters.





	3	 	INTEL COMPONENTS





     3.1 Intel Components. During the Term, and so long as LMI remains in compliance with
the terms and conditions of this Agreement, subject to the other terms and conditions described in
this Agreement, Intel will design and deliver to LMI the components specifically defined on
Schedule 3A (the “Intel Components”). The specifications and timetable for the
Intel Components are also set forth on Schedule 3A. For any subsequent versions of the
Intel Components, additional exhibits and schedules may be attached and incorporated into this
Agreement with the written consent of both Parties. Intel Components shall also include any other
components owned solely by Intel.


3.2 Delivery and Acceptance of the Intel Components. The Intel Components will be subject
to LMI’s approval and acceptance (acting in good faith and in a commercially reasonable manner in
accordance with any acceptance criteria and specifications established in Schedule 1A)
within thirty (30) business days of Intel’s delivery of the Intel Components to LMI (the “LMI
Acceptance Period”). Any rejection shall be made by written or email notice, delivered to
Intel no later than the last day of the LMI Acceptance Period, which notice shall provide a
reasonable and complete explanation of the Intel Component’s failure to comply with the
specifications provided for in the Schedules attached hereto (the “LMI Rejection Notice”).
Any failure to provide such written or email notice within the applicable LMI Acceptance Period
will be deemed to be an acceptance of the Intel Component. From and after Intel’s receipt of an
LMI Rejection Notice, and based upon its agreement as to the existence of the non-conformities
described in an LMI Rejection Notice, Intel shall have no more than [**] days to address and fix
the non-conformities described in the LMI Rejection Notice, whereupon Intel shall redeliver the
Intel Component to LMI for approval and acceptance, as described above. The foregoing procedure
for review and cure may take place up to [**] times before giving rise to any breach of this
Agreement. Each Party agrees to appoint a representative to coordinate and maintain communications
with the other Party regarding work-in-progress, delivery dates and similar matters.
Notwithstanding the above, if the non-conformity is due to an issue with Intel firmware or Intel
silicon, then Intel may have up to the next formal general market availability release of that
firmware for correcting any non-conformities. By way of further clarification, Intel has one (1)
firmware release per calendar year.





	4.	 	JOINT COMPONENTS





     4.1 Joint Components. During the Term (as defined below), and so long as each of the
Parties remain in compliance with the terms and conditions of this Agreement, subject to the other
terms and conditions described in this Agreement, that the Parties agree to jointly design, deliver
and support the components specifically defined on Schedule 4A (the “Joint
Components”; together with the LMI Components and the Intel Components, the
“Components”). The specifications and timetable for the Joint Components are also set
forth on Schedule 4A. For any subsequent versions of the Joint Components, additional
exhibits or schedules may be attached and incorporated into this Agreement with the written consent
of both Parties.



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     4.2 Ownership of Joint Components. In accordance with Section 7.3, LMI and Intel
shall jointly own all rights, title and interest (including all intellectual property rights) in
any and all Joint Components.




	5.	 	MANAGEMENT OF COMPONENTS.





     5.1 Delay In Delivery/Performance. No Party shall be liable for any performance
failure, delay in performance, or lost data under this Agreement (other than for delay in the
payment of money due and payable hereunder) to the extent said failures or delays are proximately
caused by the failure of the other Party (including, without limitation, failure of suppliers,
subcontractors and carriers) to perform its obligations under this Agreement or to provide the
reasonably necessary information, support, functionality, service or Component required by the
Party experiencing the difficulty, provided that in any such event, as a condition to the claim of
non-liability, the Party experiencing the difficulty shall give the other written notice, with full
details following the occurrence of the cause relied upon.



     5.2 Reports on Progress. The Parties shall, from time to time as reasonably requested
by the other Party (but no more often than monthly), provide reports related to performance and
delivery of the Components.



     5.3 Notifications of Complaints. The Parties shall promptly notify the other Party in
writing of any material complaints or claims made by or through any customer, third-party or
governmental or regulatory body regarding the Components or any support given in connection with
the Components.



     5.4 Account Management. Each Party agrees to assign an account manager to facilitate
the communication between the Parties and to monitor the progression of each Party’s obligations
under the Agreement. The assignment of each account manager will be in the sole discretion of the
assigning Party. Each Party, through the account managers, agrees to monthly meetings and/or
conference calls to review the status of the Solution and the other obligations under the Agreement
and address any issues that might arise.




	6	 	LICENSES AND OTHER RIGHTS





     6.1 Intel Rights. LMI hereby grants Intel the specific nontransferable (subject to
Section 14 hereof) license and other rights regarding the specific items described on Schedule
6A, subject to all of the limitations and restrictions contained in this Agreement,
Schedule 6A and the other Schedules and Exhibits contained herein.



     6.2 LMI Rights. Intel hereby grants LMI a nontransferable (subject to Section 14
hereof), nonexclusive, royalty-free, end-user license, without the right to sublicense (the
“LMI License”) to use the Intel Components, and the items listed on Schedule 3A
solely in connection with accessing or connecting to personal computers and servers for the
purposes specifically described in this Agreement and only during the Term of this Agreement,
subject to the restrictions contained herein, including the following: (a) LMI shall not, for
itself, any affiliate of LMI or any third party decompile, disassemble, or reverse engineer the
Intel Components; (b) except as specifically permitted in this Agreement, LMI shall not modify,
port, translate, localize or create derivative works from the Intel Components or any items subject
to the LMI License; and (c) LMI shall not alter, copy or duplicate any aspect of the Intel
Components, except as expressly permitted by Intel in a written authorization signed by a duly
authorized officer of Intel. LMI acknowledges that its rights hereunder are those of a licensed
user and that the Intel



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Components shall at all times remain the property of Intel. This LMI License is a right and
license allowing LMI to use the Intel Components under the restrictions, terms and conditions
within this Agreement. LMI acknowledges that Intel owns, and shall continue to own, all right,
title and interest in the Intel Components or any items subject to the LMI License, and LMI agrees
that it will do nothing inconsistent with such ownership, and does not obtain by this Agreement any
right to use said the Intel Components and any items subject to the LMI License other than for the
specific purposes that may be identified. This LMI License is a right and license allowing LMI to
use the following items under the restrictions, terms and conditions within this Agreement. All
Intel silicon, Intel firmware, and Intel software technologies related to the target computer as
described in the SOW Schedule 1A and any intellectual property associated with such technologies,
is specifically excluded from this and any other license and is exclusively owned by Intel before,
during and after the term of this Agreement.




     6.3 No Other Licenses or Rights. Except as provided herein, no license or other right
to use in anyway is granted, by either Party to the other, by implication, estoppel or otherwise,
under any patents, trade secrets, copyrights, or other intellectual property rights now or
hereafter owned or controlled by such Party except for the licenses and rights expressly granted in
this Agreement.



     6.4 Attribution. With its prior written approval, LMI grants Intel a nontransferable
(subject to Section 14) and nonexclusive license during the Term of this Agreement to place those
LMI’s character and design Marks listed on Schedule 6C on Intel’s Internet site for the
purpose of display and identification of those LMI marks in accordance with the terms of this
Agreement and solely in connection with the Solution. Intel brand awareness done in connection
with this Agreement will provide commercially reasonable attribution to LMI to be mutually agreed
upon by both Parties. The Parties agree that this attribution will include, but not be limited to,
the following: (a) Intel Website pages related to the Solution should have the attribution
“Connectivity by LogMeIn” that shall be at least [**] pixels wide by [**] pixels high, the LMI
attribution can appear on the lower section of a webpage, but should be above the fold (that is, it
should be visible on the screen in a typical web browser on a typical computer display), copyrights
and “about” language should include appropriate mention of LMI; and (b) The LogMeIn in-band agents
related to the Solution should provide attribution “Connectivity by LogMeIn” that shall be at least
[**] pixels wide by [**] pixels high and may include the LMI Logo in the form attached hereto as
Schedule 6D (the “LMI Logo), the LMI Logo can appear on the lower section of a of
the agent splash screen, but should be above the fold (that is, it should be visible on the screen
in a typical web browser on a typical computer display), copyrights and “about” language should
include appropriate mention of LMI. LMI’s copyright notice will appear on any Intel Internet site
and on the LogMeIn agent related to the Solution. LMI and “Connectivity by LogMeIn” shall be
referenced by Intel in Intel press releases or press material directly related to the Solution and
in marketing or other public material directly related to the Solution. Intel will propose that
its customers include LogMeIn in customer press releases that relate to the LogMeIn products Reach
or Rescue. For purposes of clarification, Intel [**]. For example, Intel [**], but Intel [**].
Intel [**]. In the event that a third party challenges Intel’s use of the LMI Marks of Exhibit 6C
and this Section 6.4, Intel shall immediately notify LMI in writing, and Intel may cease use any
and all use of the LMI Marks of Exhibit 6C or this section 6.4. LMI agrees to settle, and/or
indemnify, defend, and hold Intel harmless from all loss, cost liability and expense incurred by
Intel and any of its subsidiaries or affiliated entities which arise out of any claim threatened
against Intel or brought in any suit or proceeding against Intel based on any allegation that the
LMI Mark(s), as used by Intel in accordance with this Agreement, infringes or violates the
trademark rights of another, and



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LMI will pay all damages, costs and fees finally awarded against Intel and exclusively attributable
to any such claim.




     6.5 License Extension. In the event of termination of this Agreement pursuant to
Section 13, other than a Cause Termination (as defined in Section 13.2), the Parties agree, to
extend the licenses described in this Section for a reasonable period of time, but no longer than
twelve (12) months to allow for the continued use of the Components during any period of transition
to a newly engineered solution to replace the Components (a “License Extension”). In
addition, the License Extension may be extended for up to an additional twelve (12) months by an
end user or [**] agreement entered into prior to termination of the Agreement, provided that LMI
will receive at least $[**] per quarter (including as part of its share of Revenue) over the
additional 12-month period. The Parties agree to use commercially reasonable efforts to limit the
term of any such transition period and therefore the term of the License Extension. The
confidentiality and other proprietary rights provisions of this Agreement will continue throughout
any License Extension and after termination of this Agreement. Payment and revenue terms for
payment to LMI during any License Extension and for the entire period of any License Extension will
continue to be pursuant to the terms described in this Agreement, including the revenue shares
provisions under Section 12.6. During the term of any License Extension, neither Party shall have
any obligation to deliver any enhancements or updates to the Solution to the other Party, however,
LMI will remain obligated to provide commercially reasonable support for the Solution, including
bug fixes, during the License Extension, unless otherwise agreed to in writing by the Parties.



     6.6 Joint Component License. In the event of termination of this Agreement pursuant
to Section 13, to the extent LMI incorporates any LMI IP into any Joint Component, Intel is hereby
granted and will have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license,
including the right to sublicense, under LMI’s IP rights, to make, have made, use, import, prepare
derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or
otherwise distribute the Joint Component as part of Intel’s or its sublicensee’s products that
incorporates any Joint Component. In the event of termination of this Agreement pursuant to
Section 13, to the extent Intel incorporates any Intel IP into any Joint Component, LMI is hereby
granted and will have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license,
including the right to sublicense, under Intel’s IP rights, to make, have made, use, import,
prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or
otherwise distribute the Joint Component as part of LMI’s or its sublicensee’s products that
incorporates any Joint Component.



     6.7 Joint End User License Agreement. The Parties agree that the Solution and the
will be licensed to end users via a Joint End User License Agreement (the “Joint EULA”).
It is intended that the Joint EULA will protect the intellectual property and other rights of both
Parties and that the Joint EULA will be mutually agreed upon between the Parties (in their
discretion) prior to any licensing, sale or subscription of the Solution. The Parties agree that
any changes to the Joint EULA in connection with any negotiation with a potential end user must be
mutually agreed upon by both Parties.




	7.	 	PROPRIETARY RIGHTS





     7.1 LMI Components. LMI shall own all rights, title and interest in all LMI
Components and the Connectivity Platform. LMI’s IP (as defined below) will remain the exclusive
property of LMI, and the source code contained in the LMI Components and the Connectivity Platform
shall be considered and



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treated as Confidential Information of LMI subject to the confidentiality provisions set forth
in this Agreement. Intel shall not unbundle any embedded LMI Components and shall not use or
disclose LMI’s IP in any manner other than in connection with the LMI Components. Intel shall not
have the right to assign, except as permitted in this Agreement, or sublicense the rights in LMI’s
IP granted under this Agreement. “LMI’s IP” shall be defined as meaning the Connectivity
Platform and the LMI Components and any and all other patents, copyrights, trade secret and
proprietary information and any other intellectual property rights embodied in or covering the LMI
Components, the Connectivity Platform or any other property of LMI that were owned by LMI prior to
the date of this Agreement or during the Term of this Agreement. Intel understands and
acknowledges that, subject to Section 18.1, LMI may utilize any and all of the LMI Components, LMI
IP or other intellectual property owned by LMI under this Agreement or otherwise in connection with
any and all of LMI’s current, future or planned businesses, enterprises, operations, technologies,
opportunities and the like in connection with other markets or opportunities. These other markets
may be deemed to be competitive with Intel and/or the Solution.




     7.2 Intel Components. Intel shall own all rights, title and interest in all Intel
Components. Intel’s IP (as defined below) will remain the exclusive property of Intel, and the
source code contained in the Intel Components shall be considered and treated as Confidential
Information of Intel subject to the confidentiality provisions set forth in this Agreement. LMI
shall not unbundle any embedded Intel Components and shall not use or disclose Intel’s IP in any
manner other than in connection with the Intel Components. LMI shall not have the right to assign,
except as permitted in this Agreement, or sublicense the rights in Intel’s IP granted under this
Agreement. “Intel’s IP” shall be defined as meaning the Intel Components and any and all
other patents, copyrights, trade secret and proprietary information and any other intellectual
property rights embodied in or covering the Intel Components or any other property of Intel that
were owned by Intel prior to the date of this Agreement or during the Term of this Agreement. LMI
understands and acknowledges that Intel may utilize any and all of the Intel Components, Intel IP
or other intellectual property owned by Intel under this Agreement or otherwise in connection with
any and all of Intel’s current, future or planned businesses, enterprises, operations,
technologies, opportunities and the like in connection with other markets or opportunities. These
other markets may be deemed to be competitive with LMI and/or the Solution.



     7.3 Joint Component Ownership. LMI and Intel shall jointly own all rights, title and
interest (including all intellectual property rights) in any and all jointly developed Solution or
Component produced hereunder during the Term (the “Joint Components”). The items that are
Joint Components are listed on Schedule 4A. Any such Joint Components will remain the
joint property of LMI and Intel. Both Parties shall have the right to assign, or sublicense its
rights in the Joint Components and to modify, port, translate, localize or create derivative works
of the Joint Components, during the term of this Agreement and after this Agreement is terminated.
Subject to each Party’s preexisting intellectual property rights, any developed component produced
hereunder during the Term of this Agreement that is not specifically listed on Exhibit 2A
as an LMI Component or on Schedule 3A as an Intel Component shall be a Joint Component.
Each Party agrees to assist in every proper and commercially reasonable way to effectuate the terms
of this provision, including the execution of all applications, specifications, oaths, assignments,
and all other instruments that may deem necessary. These obligations shall continue after the
termination of this Agreement. Each Party further agrees to assist the other Party in enforcing
all patents, trademarks, copyrights, trade secrets, or other ownership rights hereunder.



     7.4 Marks. All right, title and interest in and to LMI’s Marks shall remain vested in
LMI.



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Use of LMI’s Marks is subject to specific authorization from LMI and Intel must immediately
upon request discontinue any use of LMI’s Marks. Intel’s use of LMI’s Marks is further conditioned
upon Intel’s compliance with all of LMI’s rules and procedures, including those relating to quality
control, with regard to the use of LMI’s Marks proscribed by LMI from time to time. All right,
title and interest in and to Intel’s Marks shall remain vested in Intel. LMI is not granted any
rights under this Agreement to use Intel’s Marks. Any use of Intel’s Marks is subject to specific
authorization from Intel and LMI must immediately upon request discontinue any use of Intel’s
Marks. “Marks” means the trademarks or service marks that are owned or licensed (with the
right to sublicense) by either LMI or Intel.




     7.5 Copyrightable Elements of the Components. Between the Parties to this Agreement,
all copyrightable elements of the LMI Components or Connectivity Platform shall be deemed to be
owned by LMI, with LMI as the sole author thereto. Between the Parties to this Agreement, all
copyrightable elements of the Intel Components shall be deemed to be owned by Intel, with Intel as
the sole author thereto.



     7.6 Customer Information. Any and all Customer Information (as defined below)
directly gathered from customers’ direct use of the Solution shall be the property of Intel and
Intel shall have right, title and interest in such Customer Information. Such Customer Information
will be deemed the Confidential Information of Intel hereunder. “Customer Information”
includes, but is not limited to, the following information about any customer: name; address; phone
number; email address; credit card number. LMI warrants that it shall not transfer such Customer
Information to any third party or use it for any purpose other than as described in this Agreement.
If LMI collects personal information on behalf of Intel at Intel’s reasonable request, and Intel
has given notice to LMI that Intel will use such personal information in order to contact the data
subject, LMI shall submit such Customer Information to Intel only if the data subject has opted-in
to disclosure of such information, either from Intel, or from other companies or persons in
general. LMI shall permanently delete all Customer Information within thirty (30) days after the
Customer Information is no longer being actively used in fulfilling LMI’s obligations to Intel
under this Agreement. LMI shall take all commercially reasonable measures necessary to ensure the
security of Customer Information.



     7.7 Ownership. The Parties acknowledge that the Components are proprietary to the
owner of the Components or its suppliers and are protected by copyrights, trademarks, service
marks, patents and/or other proprietary rights and laws. The Parties may not remove any
proprietary notices or labels from the Components of the other Party. The Parties may not alter,
modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce
the Components (excluding Joint Components) to a human-readable form. The Parties may not
reproduce, distribute or create derivative works based on the Components (excluding Joint
Components) without expressly being authorized in writing to do so by the owner (except as provided
for herein). Further, the Parties may not rent, lease, grant a security interest in or otherwise
transfer rights to the other Party’s Components. All rights in the Components (excluding Joint
Components) not expressly granted in this Agreement are reserved to the owner of the Components.



     7.8 Existing Property Excluded. Unless specifically provided for in this Agreement or
any Schedule hereto, any and all existing property, intellectual property, technology, information,
data, content, trade secrets, sales information, sales data, customer information, and the like
owned by each Party prior to the date of this Agreement, during the Term of this Agreement and
after termination of this



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Agreement, will remain the exclusive property of such Party. The existing property
exclusively owned by each Party and specifically excluded from the terms of this Agreement.




8. CUSTOMER SUPPORT




     8.1 LMI Support. During the Term, LMI will be responsible for providing the solution
support described on Schedule 8A. After the Solution has been introduced and operating for
four (4) consecutive quarters and should the number of Chico Creek direct customers supported grow
to [**], or the cost of LMI support increase to [**]% of the revenue share for two consecutive
calendar quarters, then LMI and Intel shall agree, within ninety (90) days of the last day of the
second of such calendar quarters, upon a call center support structure and responsibility. During
such ninety (90) day period, the parties shall analyze the problems and work to come up with
solutions to reduce the support burden, and LMI shall continue to provide such solution support
during the ninety (90) day period at no additional charge. If the parties are unable to agree to a
new call center support structure and responsibility within such ninety (90) day period, the
resolution of the new call center support structure and responsibility shall become subject to the
dispute and escalation provisions set forth in Section 20.2. Following such ninety (90) period,
either party may provide the solution support, and the party providing support is entitled to
charge its [**] for services provided in connection with integration support to third-party service
providers [**].



     8.2 Intel Support. During the Term, Intel will be responsible for providing the
product support described on Schedule 8B. As provided in Section 8.1, Intel shall be
entitled to charge third parties [**] for these support services [**].



     8.3 Support Level. The service and support, hours of availability, level of support,
etc., for any and all support to be provided by LMI pursuant to this Agreement and this Section are
described in Schedule 8C. LMI will provide Second and Third Level support of customer
issues, including reasonable and timely Solution improvements in order to properly implement the
Solution. The service and support, hours of availability, level of support, etc., for any and all
support to be provided by Intel pursuant to this Agreement and this Section are described in
Schedule 8D. Intel will provide the initial customer support (First Level) and promptly
escalate issues requiring more advanced troubleshooting to LMI for Second and Third Level debug
support. As provided in Section 8.1, LMI shall be entitled to charge third parties [**] for these
support services [**]. For further clarification, third parties exclude Intel.



     8.4 Service and Response Level. The Parties agree to meet the service and response
levels regarding the Solution described on Schedule 8E.



     8.5 Support Meetings. The Parties agree to meet at least one (1) time per each ninety
(90) day period during the Term to jointly evaluate the support requirements and performance of the
support function provided for hereunder by each Party. The time, place and attendees of such
meetings must be mutually agreeable to each of the Parties. These support meetings may be
cancelled or rescheduled with the mutual consent of both Parties. Any changes to the support
function, and the terms that relate to such changes, agreed upon between the Parties will then
become a part of this Agreement through amendment



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of the Agreement or through amendment of applicable exhibits or schedules hereto.





	9.	 	SUPPORT OF COMPONENTS





     9.1 Updates. During the Term of this Agreement, the Party delivering a Component (the
“Delivering Party”) shall supply any and all generally available new versions of the
Component as may be required to allow the Components to function in accordance with the written
specifications agreed upon by the Parties and included in the Schedules attached hereto (hereafter
referred to as “Updates”).



     9.2 Solution Enhancements. The Parties agree that, as part of the joint marketing of
the Solution, future enhancements of the respective Party’s Components may be required to enhance
the Solution and the marketing of the Solution during the Term of this Agreement. The Parties will
amend the SOW to define these future enhancements and which Party will be responsible for
developing which aspect of the enhancement. It is expected that LMI will have a team of [**] full
time equivalent employees working with respect to this Agreement on the Solution, including
enhancements of the Solution. The Parties anticipate that any and all enhancements agreed upon by
the Parties will be implemented as and if necessary and as mutually agreed by the Parties, but no
more than once per quarter. The Parties agree to meet at least four (4) times per year during the
Term to jointly evaluate potential enhancements to the items jointly produced hereunder. The time,
place and attendees of such meetings must be mutually agreeable to each of the Parties. Any
enhancements, and the terms that relate to such enhancements, must be mutually agreed upon between
the Parties and must then become a part of this Agreement through amendment of the Agreement or
through amendment of applicable exhibits or schedules hereto. Unless otherwise agreed upon by the
Parties, all enhancements will be covered by the LC Fee.




	10.	 	SUPPORT OF DATA, NETWORKING SERVER AND CENTER





     Data, Networking Server and Center. LMI will operate, control and run the Data,
Networking Server and Center (“DNSC”) in connection with the Solutions produced hereunder
and in accordance with Schedule 10A. The DNSC will be housed at a location to be
determined by LMI, such location to be a third-party location. Intel will have the right to
inspect and test the DNSC equipment on reasonable advance notice. Other than Joint Components, the
DNSC and its contents shall be the property of LMI and the contents of the DNSC deemed Confidential
Information of LMI. In the event of termination or cessation of this Agreement, Intel will own the
equipment, Intel software and other software paid for by Intel contained at the DNSC.




	11.	 	MARKETING





     11.1 Branding. The Solution will be Intel branded with the LMI attribution defined in
Section 6.4 and the Components shall be branded with the Parties’ trademarks and associated logos
in the manner mutually determined by the Parties and as set forth in Schedule 1A, the
Statement of Work. Use of the Marks of either Party shall otherwise be in accordance with the
terms of this Agreement. LMI shall receive the attribution described in Section 6.4.



     11.2 Joint Marketing Activities. The Parties agree to use best efforts to, with in
the ninety day period after the date hereof, jointly create a global marketing plan to capture and
convey the



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collaborative value of this Agreement and the relationship created by this Agreement (the
“Marketing”). This marketing plan may include, but not be limited to, Intel developed case
studies, news letters, white pages, blogs, pod casts, videos, press releases and prominence at
Intel sponsored developer and VAR workshops and conferences. The announcement schedule will be
determined by mutual agreement of the Parties.




     11.3 Marketing Management; Approval. Each Party agrees to assign a marketing manager
to facilitate Marketing. This marketing manager will be listed in the Statement of Work attached
as Schedule 1A. The assignment of each marketing manager will be in the sole discretion of the
assigning Party. Any and all Marketing and any and all costs involved with Marketing must be
approved by each of the marketing managers. This approval will be in the sole discretion of each
marketing manager.



     11.4 Marketing Meetings. The Parties agree to meet at least one (1) time per each
ninety (90) day period during the Term to jointly evaluate the Marketing activities described
hereunder and any potential enhancements to the Marketing function provided for hereunder. The
time, place and attendees of such meetings must be mutually agreeable to each of the Parties.
These Marketing meetings may be cancelled or rescheduled with the mutual consent of both Parties.
Any enhancements to the Marketing function, and the terms that relate to such enhancements, agreed
upon between the Parties will then become a part of this Agreement through amendment of the
Agreement or through amendment of applicable exhibits or schedules hereto.



     11.5 Public Announcement. The Parties agree that, at a mutually agreed upon time
prior to Launch, they will jointly issue a press release announcing the existence and general terms
of the relationship between the Parties. Such press release must be approved by both Parties prior
to its announcement.




	12.	 	FEES AND COMPENSATION





     12.1 Development Fee. In consideration of the development of the LMI Components to be
completed prior to and in connection with Launch, Intel agrees to pay LMI the following
non-refundable amounts (“Dev Fee”): (a) $[**] due within forty-five (45) business days of
the Parties’ execution of this Agreement, (b) $[**] due within forty-five (45) days of the first
day of the first fiscal quarter of LMI (i.e. January 1, 2008 or April 1, 2008) after execution of
this Agreement and (c) $[**] within forty-five (45) business days of Intel’s acceptance, in
accordance with Section 2.2, of the LMI Components to be delivered in connection with the [**], as
defined in Section 7.3 of Schedule 1A. The Dev Fee excludes any DNSC Fees (as defined below) paid
to LMI.



     12.2 License and Connectivity Fee. Notwithstanding the above, commencing on the
earlier of the date of Intel’s acceptance, in accordance with Section 2.2, of the LMI’s delivery of
the [**], as defined in Section 7.2 of Schedule 1A or September 1, 2008 and continuing during the
term of the Agreement, Intel will pay LMI a non-refundable License and Connectivity Fee (the
“LC Fee”) of $[**] per fiscal quarter, payable to LMI within forty-five days of the first
day of each fiscal quarter of LMI (January 1, April 1, July 1, October 1). For 2008 the total
Development Fee and LC Fee paid to LogMeIn by Intel shall not exceed $[**]. In addition to any
other compensation to be received by LMI, the LC fee is intended to compensate LMI for its
obligations hereunder, including licensing, service and support of the LMI Components and Joint
Components. Any partial payment for a partial fiscal quarter will be



10









 




prorated for the actual number of days in that fiscal quarter. The LC Fee excludes any and
all DNSC Fees (as defined below) paid to LMI.




     12.3 Data, Networking Server Fees and Expenses. Intel agrees, during the Term, to
reimburse LMI for any and all fees and expenses, [**] costs, incurred in connection with LMI’s
creation, build-out (including the cost of all hardware), operation and support of the DNSC beyond
the direct LMI employees or representatives pursuant to LMI’s obligations under this Agreement
(“DNSC Fees”). The DNSC Fees will be invoiced on a monthly basis by LMI to Intel and each
invoice will describe the fees and expenses reflected on the invoice. Intel will pay LMI the
undisputed invoiced amount within forty-five days of its receipt of a proper invoice. The
“DevLC Fees” (defined as the LC Fee together with the Dev Fee) exclude any and all
DNSC Fees paid to LMI.



     12.4 Intel Fees and Expenses. Intel is responsible for any and all of its fees and
expenses in connection with its performance of its obligations hereunder. LMI will not, under any
circumstances pay any of Intel’s fees and expenses under this Agreement.



     12.5 Other Expenses. Unless otherwise expressly provided for herein or agreed in
writing, each Party is responsible for any and all out-of-pocket costs that it incurs while
performing pursuant to this Agreement (e.g. mileage, travel, equipment wear and tear, etc.),
including but not limited to changes to its information technology systems and other infrastructure
costs.



     12.6 Revenue Share. In addition to any other fees and expenses provided for
hereunder, the Parties will split any and all Revenue generated by the Solution hereunder.
“Revenue” is defined as any and all gross revenue produced in accordance with Schedule
12A by sales or other income associated with the Solution or any service associated with the
Solution specifically contemplated under this Agreement (excluding any revenue produced by
consulting, integration or development services), less any credits, refunds or returns against such
gross revenue. It is intended by the Parties that Revenue will be generated by the Solution in the
manner described on Schedule 12A. Revenue will be divided in the following manner:




	 	(a)	 	During the first fiscal year (ended December 31, 2008) of the Term, the first
$[**] in Revenue during that year will be allocated directly to [**] with the remaining
Revenue during that year being divided between LMI and Intel, [**]% to LMI and [**]% to
Intel.
	 
	 	(b)	 	During the second fiscal year of the Term, the first $[**] in Revenue during
that year will be allocated directly to [**] with the remaining Revenue during that
year being divided between LMI and Intel, [**]% to LMI and [**]% to Intel.
	 
	 	(c)	 	During the third fiscal year of the Term, the first $[**] in Revenue during
that year will be allocated directly to [**] with the remaining Revenue during that
year being divided between LMI and Intel, [**]% to LMI and [**]% to Intel.
	 
	 	(d)	 	During the fourth fiscal year of the Term, the first $[**] in Revenue during
that year will be allocated directly to [**] with the remaining Revenue during that
year being divided between LMI and Intel, [**]% to LMI and [**]% to Intel.
	 
	 	(e)	 	In the event Revenue is greater than $[**] in any of the first, second, third
or fourth fiscal years of the Term, then any additional Revenue above the $[**] during
that year and only that year, will be divided between LMI and Intel, [**]% to LMI and
[**]% to Intel.




11









 










For purposes of clarification, there is to be no accrual or holdover of allocation obligations
between such individual yearly periods of the Term. For purposes of clarification, this revenue
share will be allocated as sales are recognized by Intel.




     12.7 Additional Services/Components. The Parties agree that any additional services
or components mutually agreed to by the Parties shall be specified in a schedule added to this
Agreement by mutual agreement of the Parties.



     12.8 Payment Date. Revenue share allocated under this Section will be allocated as
sales are recognized by Intel. LMI shall invoice Intel monthly for the previous month’s Revenue.
Payment of Revenue due LMI by Intel will be delivered by Intel monthly within forty-five (45)
business days of the date of LMI invoice.. Intel shall provide LMI with monthly reports for the
previous month’s Revenue, within ten (10) business days of the end of each calendar month during
the Term. The Parties will mutually agree on the content of such reports. Should LMI collect
revenues on the solution, LMI shall provide Intel with monthly reports for the previous month’s
Revenue, within ten (10) business days of the end of each calendar month during the Term and
provide payment of revenue within 45 LMI standard business days.



     12.9 Audits. LMI and Intel agree to make and to maintain until the expiration of
three (3) years after the last payment under this Agreement is due, sufficient books, records and
accounts regarding such Party’s manufacturing and sales activities in order to calculate and
confirm payment and other obligations hereunder. Each other Party shall have the right not more
than once every twelve (12) months to, through and only through an agent reasonably acceptable to
the other Party, to examine such books, records and accounts, upon reasonable notice and during
normal business hours, to verify such reports on the amount of payments made under this Agreement
and compliance with the terms and conditions of this Agreement. If any such examination discloses
a shortfall or overpayment in the fees due hereunder, the appropriate Party shall reimburse the
other Party for the full amount of such shortfall or overpayment. The Party requesting the audit
will pay the costs and expenses of such audit unless such audit discovers any errors or omissions
which have a value of more than five percent (5%) of the amounts due with respect to any particular
quarter being audited, in which case the audited Party shall reimburse the auditing Party for the
costs of such audit.



     12.10 Late Payments. If either Party is in default of its payment obligation, the
other Party may give written notice of such default to the defaulting Party. If the defaulting
Party fails to cure within fourteen (14) days of such written notice to cure, the non-defaulting
Party may, upon further written notice to defaulting Party, suspend any license granted under this
Agreement, suspend performance under this Agreement, and suspend defaulting Party’s rights under
this Agreement until payment in full is received. Further upon such default, the non-defaulting
Party may in its sole discretion require payments before any services are provided by the
non-defaulting Party. In the event of either a suspension lasting more than thirty (30) days or a
second default and notice as specified herein in any six (6) month period, the non-defaulting Party
may in addition to other remedies it may have, elect to terminate the Agreement, effective on
written notice to defaulting Party. Late payments will incur interest at the rate of 10% per
annum, calculated and compounded daily, until the date of payment in full.



     12.11 Termination/Expiration Accounting. All appropriate amounts payable by one Party
to the other shall survive rescission, termination or expiration of this Agreement and, upon the
occurrence of



12









 




any such rescission, termination, or expiration, shall become immediately due and payable.




     12.12 Taxes. The fees and expenses specified herein exclude any and all applicable
taxes, including any withholding taxes.




	13.	 	TERM AND TERMINATION





     13.1 Term. The term of this Agreement commences on the date of this Agreement and
continues for a period of four (4) years, unless terminated as provided herein (the
“Term”). The Term may be extended for additional one (1) year terms upon mutual agreement
of the Parties. If one Party elects not to extend the existing Term, it will notify the other
Party in writing at least ninety (90) days before the termination of the existing Term. Subject to
the penalties in Section 13.6, Intel may terminate this Agreement at any time for any reason or no
reason with forty five (45) days prior written notice to the other Party. No such termination will
entitle Intel to a refund of any monies that have been paid to LMI. Upon receipt of such notice of
termination, the Party receiving such notice shall, unless otherwise specified in such notice,
immediately stop all work previously authorized and give prompt written notice to, and cause all
of, its suppliers or subcontractors to cease all related work.



     13.2 Termination for Cause. Either Party may terminate this Agreement for breach of
this Agreement upon written notice to the breaching Party in the event that the breaching Party
fails to cure such breach within forty five (45) days of its receipt of written notice by the
non-breaching Party identifying such breach (“Cause Termination”).



     13.3 Immediate Termination. This Agreement may be immediately terminated upon notice
at either Party’s option if (a) the other Party is dissolved; (b) the other Party is the subject of
a petition filed in bankruptcy under Chapter 7, which is still pending sixty (60) days after filing
and notice to the other Party; (c) the other Party is adjudicated as bankrupt or insolvent; (d) the
other Party makes a general assignment for the benefit of creditors or an arrangement pursuant to
any bankruptcy law; (e) if a receiver is appointed to take charge of the affairs and/or assets of
the other Party, which is still pending sixty (60) days after filing and notice to the other Party;
(f) in the event of the other Party’s uncured breach of the confidentiality, security or legal
compliance requirements in of this Agreement; or (g) in the event of an LMI Change of Control or an
assignment with out consent pursuant to Section 14.



     13.4 License Extension and Enabling License. In the event of termination pursuant to
this Section 13, other than a Cause Termination for an Intel breach, the License Extension
provisions of Section 6.5 and Joint Components License provisions of Section 6.6 shall be
triggered.



     13.5 Effect of Termination. Upon termination of this Agreement (or the License
Extension, if applicable), (a) the Parties will cease all further use of the Components of the
other Party and any product, materials, or property licensed hereunder and, within fifteen (15)
days of such expiration or termination, return to the other Party all such Components and other
property and all copies thereof to the owner thereof and provide all specifications to the Joint
Components described in the SOW Schedule 1A to the Other Party; (b) the Parties will immediately
cease providing new Components under all Statement of Works then in effect; (c) any and all payment
obligations including all properly incurred expenses under this Agreement provided through the date
of expiration or termination will become immediately become due and payable; and (d) the Parties
will comply with the confidentiality provisions of Section 17.



13









 





     13.6 Termination Fees. Except as specifically provided for below, in the event Intel
terminates this Agreement for any reason or no reason, Intel shall owe LMI, [**] and in addition to
any other fees or amounts that are or may be owed to LMI by Intel, a termination fee as defined
below (the “Termination Fee”).



     (a) In the event Intel elects to terminate this Agreement in accordance with the terms of
Section 14 in connection with an assignment by LMI without the express written consent of Intel in
accordance with the terms of Section 14, Intel shall not be required to pay any Termination Fee in
connection with such termination.



     (b) In the event Intel causes a Cause Termination in the event of a material breach by LMI and
in accordance with Section 13.2, Intel shall not be required to pay any Termination Fee in
connection with such termination.



     (c) Solely and exclusively in the event of a termination by Intel in accordance with the terms
of Section 13.1 (45 day notice termination, not a termination for the expiration of the Term) on or
before the date fifteen business days from the [**] of the date hereof, where and only where the
Revenue collected pursuant to the Agreement during the twelve month period prior to such [**] date
was less than $[**] in the aggregate, Intel shall only owe a Termination Fee of $[**] to LMI.



     (d) In the event of Termination by Intel during the [**] of the Term, for any reason or no
reason, other than as specifically provided for in this Section, the Termination Fee shall be an
amount equal to $[**] less all DevLC Fees paid as of the date of termination (no other amounts paid
to LMI under this Agreement, including but not limited to the DNSC Fees, shall reduce the
Termination Fee).



     In the event of Termination by Intel during the [**] of the Term, for any reason or no reason,
other than as specifically provided for in this Section, the Termination Fee shall be an amount
equal to $[**] less all DevLC Fees paid as of the date of Termination (no other amounts paid to LMI
under this Agreement, including but not limited to the DNSC Fees, shall reduce the Termination
Fee).



     (f) Solely and exclusively in the event of a termination by Intel in accordance with the terms
of Section 13.1 (45 day notice termination, not a termination for the expiration of the Term)
within fifteen business days from the [**] of the date hereof, where and only where the Revenue
collected pursuant to the Agreement during the [**] period prior to such [**] date was less than
$[**] in the aggregate, Intel shall only owe LMI $[**] Termination Fee



     The Termination Fee shall be due and payable in immediately available funds no more than
forty-five (45) days of the date of termination. In the event to the Termination Fee is not paid
no more than forty-five (45) days of the date of termination, the Termination Fee will incur
interest at the rate of 10% per annum, calculated and compounded daily, until the date of payment
in full. LMI will not owe Intel any termination fee of any sort or amount regardless of the date
of or reason for a Termination by LMI.




	14.	 	ASSIGNMENT




14









 











     This Agreement shall be deemed by the Parties to be a personal service contract; neither Party
shall delegate, subcontract, or assign any of its rights or duties hereunder without the express
written consent of the other Party; except that LMI may assign its rights and delegate its duties
hereunder in connection with a merger, consolidation, spin-off, corporate reorganization,
acquisition, sale of all or substantially all its assets related to this Agreement or other Change
of Control. In the event of an LMI Change of Control or an assignment by LMI without the express
written consent of Intel, Intel shall have twenty (20) days from the receipt of notice of such an
assignment or Change of Control from LMI to terminate this Agreement in its entirety. If the
Agreement is not terminated by Intel as provided in this Section 14, the assignee shall be
responsible for and perform all obligations and duties of the assignor pursuant to and in
accordance with the terms and conditions of this Agreement. “Change of Control” means any
merger, investment, stock transfer or acquisition, asset transfer or acquisition, which has the
effect of changing the ownership of the referenced Party to this Agreement or any parent or
subsidiary of the referenced Party by more than fifty percent (50%).




	15.	 	DISCLAIMER OF WARRANTIES; LIMITATIONS OF DAMAGES AND ACTIONS





     15.1 Disclaimer of Warranties. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE
COMPONENTS AND ALL INFORMATION, SERVICES, DOCUMENTATION AND PRODUCTS OR SOLUTIONS PROVIDED BY THE
PARTIES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.



     15.2 Limitations of Damages and Liability. THE PARTIES SHALL NOT BE LIABLE FOR ANY
SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST
PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCTS, SOLUTIONS OR SERVICE, OR LOSS OR DAMAGE TO
INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE COMPONENTS, EVEN IF THE PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



     15.3 Essence of the Agreement. ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND
DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THIS AGREEMENT OR OTHERWISE EXISTING AT LAW (1)
ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR
RESCISSION OF THIS AGREEMENT.



     15.3 High Risk Activities. The Components are not fault-tolerant and are not
designed, manufactured or intended for use or resale as control equipment in hazardous environments
requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft
navigation or communication systems, air traffic control, direct life support machines or weapon
systems in which the failure of the User Interface Software could lead directly to death, personal
injury or severe physical or environmental damage (“High Risk Activities”). Accordingly,
the Parties specifically disclaim any express or implied warranty of fitness for High Risk
Activities.



15









 






	16.	 	INDEMNIFICATION





     16.1 Intellectual Property Indemnification. Each Party (“Indemnifying Party”)
agrees to indemnify, hold harmless and defend the other Party (“Indemnified Party”) from
any costs, expenses (including reasonable attorneys’ fees), losses, damages or liability incurred
because of actual or alleged infringement of any Canadian, U.S. or European Union patent,
copyright, trade secret, trademark, mask work, or other proprietary right arising out of any use of
the Components provided by the Indemnifying Party. If a third party’s claim endangers or disrupts
the Indemnified Party’s use of the Solution, the Indemnifying Party may, at its option, (a) obtain
a license to continue use of the Solution; (b) modify the Solution to avoid the infringement; or
(c) replace the Solution with a compatible, functionally equivalent and non-infringing product.
The Indemnifying Party will have no obligation under this Section for any infringement to the
extent that it arises out of or is based upon: (a) the combination, operation, or use of the
Solution or Connectivity Platform by the Indemnified Party if such infringement would have been
avoided but for such combination, operation, or use, except to the extent the services or licensed
programs are used as intended; (b) designs, requirements, or specifications for the Solution or
Connectivity Platform required by or provided by the Indemnified Party, if the alleged infringement
would not have occurred but for such designs, requirements, or specifications to the extent such
designs, specifications or requirements are unique to the Indemnified Party and require
customization; (c) use of the Solution or Connectivity Platform outside of the scope of the license
granted or as contemplated by this Agreement; (d) any modification of the Solution or Connectivity
Platform made by the Indemnified Party where such infringement would not have occurred absent such
modification; or (e) unauthorized use of the Solution or Connectivity Platform. The foregoing
states the entire set of obligations and remedies flowing between Intel and LMI arising from any
intellectual property claim by a third party. In no event will either Party’s aggregate liability
or obligation under this Section exceed the total amount of revenue or payments actually received
by LMI pursuant to the terms of this Agreement.



     16.2 Indemnification. Each Party (“Indemnifying Party”) agrees to indemnify,
hold harmless and defend the other Party (“Indemnified Party”) and any of its directors,
officers, employees, successors or assigns from and against all third party claims, causes of
action, disputes, damages, costs, charges and expenses, including reasonable attorney’s fees and
costs, arising from or related to (a) any breach of the terms of this Agreement; (b) any fines or
penalties resulting from any failure on the part of the Indemnifying Party to comply with any
applicable laws, rules, or regulations; and (c) any breach by the Indemnifying Party or its agents
or contractors of the Indemnified Party’s Confidential Information. The Indemnifying Party’s
indemnification obligations under this Agreement shall be limited to the aggregate amount of
revenue recognized by the Indemnifying Party under the terms of this Agreement. The Indemnifying
Party will have no liability or obligation to indemnify under this Agreement if the liability is
the result of or the fault of, in whole or in part, the Indemnified Party’s willful or intentional
conduct or gross negligence. The Indemnifying Party shall not be liable in any way for any loss of
revenues, profits, use of money, business or anticipated savings, goodwill or, without limitation,
for any indirect or consequential loss or damage suffered by the Indemnified Party or any third
party. The indemnification provided for in this Section shall be deemed the exclusive remedy of
each Party for any and all claims covered by this Section. In no event will either Party’s
aggregate liability or obligation under this Section exceed the total amount of payments actually
received by LMI pursuant to the terms of this Agreement.



16









 





     16.3 Duties Pertaining to Indemnification. The Indemnified Party shall provide to the
Indemnifying Party with prompt notice of any claim which the notifying Party believes falls within
the scope of this Section. The Indemnified Party’s failure to provide such prompt notice shall not
limit its rights under this Article, except when the Indemnifying Party is actually prejudiced by
the Indemnified Party’s failure to provide such prompt notice. The Indemnifying Party shall have
the right to control the defense and, if applicable, settlement of such claim, provided that in
defending or settling such claim, the Indemnifying Party shall not prejudice the rights or disclose
the Confidential Information of the Indemnified Party. Further, the Indemnifying Party shall not
agree to any settlement of any claim related to the Confidential Information of the Indemnified
Party without the written consent of Indemnified Party, which consent shall not be unreasonably
withheld. The Indemnified Party shall have the right to participate in the defense of any claims
at its expense.




	17.	 	CONFIDENTIAL INFORMATION





     The following confidentiality obligations supersedes and replaces the confidentiality
contained in the Corporate Non-Disclosure Agreement, #5779687, dated as of July 12, 2005, by an
between Intel and LMI.



     17.1 Property of Disclosing Party. Confidential Information (as defined below) is the
sole property of the disclosing Party and its affiliates and constitutes confidential trade secrets
of the disclosing Party and its affiliates, to be held by the receiving Party in trust and solely
for the benefit of the disclosing Party and its affiliates. The receiving Party shall (a) maintain
in confidence all such information, including but not limited to the source code (other than as
provided for herein), (b) not disclose any such information to anyone except the receiving Party’s
employees, agents, and consultants on a need-to-know basis (and who have been informed of and
acknowledge their obligation to be bound by the terms of these confidentiality terms), and (c) not
use the Confidential Information for any purpose other than in connection with this Agreement. All
Confidential Information shall remain the sole property of the disclosing Party. Both Parties
agree that, except as required in the performance of its obligations to the other Party and as
permitted by the disclosing Party, neither Party hereto shall publish, reproduce, disclose or make
any use of any such Confidential Information unless or until:




	 	•	 	such Confidential Information becomes generally known to the public other than
by a breach of this provision by the receiving Party, its employees or affiliates;
	 
	 	•	 	such Confidential Information becomes known to the receiving Party from a
source other than the disclosing Party or its affiliates, other than by the breach of an
obligation of confidentiality owed to the disclosing Party or its affiliates, or other than
by a third party acting to assist the disclosing Party or its affiliates and/or the
receiving Party regarding this Agreement;
	 
	 	•	 	such Confidential Information is independently developed by an employee or
affiliate of the receiving Party not having had access to such Confidential Information
prior to such development;
	 
	 	•	 	the disclosing Party authorizes the publication or disclosure of such
information in writing;




17









 






	 	•	 	such information is required to be disclosed in any public company filing with
the U.S. Securities and Exchange Commission; or
	 
	 	•	 	as may be required by law to be disclosed; but if permitted by the governmental
agency seeking or ordering disclosure, the receiving Party shall first give a minimum of ten
(10) days’ prior written notice to the disclosing Party so that the disclosing Party may
seek a protective order requiring that the information and/or documents to be disclosed be
used only for the purposes for which such order was issued.





     17.2 Standard of Care. Both Parties agree to take at least the same precautions to
ensure the protection, confidentiality and security of the Confidential Information entrusted to it
and to satisfy its obligations under this Agreement as it would to protect its own confidential
information, but in no event less than a reasonable standard. Both Parties shall also limit the
access to such Confidential Information to only those employees having a need to know, and such
employees shall be instructed concerning their obligations to maintain confidentiality. The
receiving Party shall return to the disclosing Party all Confidential Information, or destroy and
certify such destruction of all Confidential Information, promptly upon the disclosing Party’s
request.



     17.3 Damages. Both Parties acknowledge that monetary damages may not alone be a
sufficient remedy for unauthorized disclosure of Confidential Information and that either Party may
be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief
as may be deemed proper by a court of competent jurisdiction. Further, both Parties acknowledge
and agree that if there is a breach or threatened breach of the provisions regarding
confidentiality, the disclosing Party may be irrevocably harmed and may entitled to a temporary
restraining order, injunction, and/or other equitable relief against the commencement or
continuance of such breach without the requirement of posting a bond or proving injury as a
condition of relief.



     17.4 Upon Termination. Upon termination of this Agreement: (a) each Party
shall promptly return or destroy the Confidential Information of the other Party together with all
copies within thirty (30) days of termination. The confidentiality obligations imposed by this
Agreement shall continue with respect to a particular item of Confidential Information until the
seventh anniversary of the disclosure of such Confidential Information pursuant to this Agreement;
provided, however, that the confidentiality obligations imposed by this Section
with respect to source code included in the Confidential Information shall continue in perpetuity.
This Agreement shall cover all Confidential Information disclosed by the Parties, even if disclosed
prior to the date hereof.



     17.5 Enforceability. In the event any one or more of the provisions of these
confidentiality terms shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby.



     17.6 Application. The confidentiality obligations of this Section shall control in
lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with
these confidentiality terms that may be associated with any particular information disclosed
hereunder.



     17.7 Surviving Obligations. The confidentiality obligations imposed by this Agreement
shall continue with respect to a particular item of Confidential Information until the seventh
anniversary of the



18









 




disclosure of such Confidential Information pursuant to this Agreement; provided,
however, that the confidentiality obligations imposed by this Section with respect to
source code included in the Confidential Information shall continue in perpetuity. This Agreement
shall cover all Confidential Information disclosed by the Parties, even if disclosed prior to the
date hereof.




     17.8 Definition. “Confidential Information” shall mean any and all
confidential information provided by either Party (or its affiliates, employees, customers,
designees or agents) to the other Party (or its affiliates, employees, designees or agents),
whether furnished before or after the date of this Agreement and regardless of the manner in which
furnished, including but not limited to: (a) all information relating to business plans or
technology; (b) information related to any Internet sites operated by or on behalf of either Party
or its affiliates; (c) any and all data, content, information or technology related to any
proprietary Components or other intellectual property or trade secrets owned by either Party; (d)
sales information and sales data (including, without limitation, information related to selling
techniques, pricing, commission structures, marketing plans, existing and potential customer lists
and customer orders and ordering practices); (e) customer information; (f) information about any
current, pending or future products and services to be offered to consumers or withdrawn from
distribution by either Party or its affiliates; (g) planned and future promotions; (h) the business
plans and forecasts of either Party or its affiliates; (i) the LMI IP and the Intel IP; (j)
technical documentation, users’ documentation; (k) this Agreement; (l) discussions and written
communications between the Parties; and (m) any documents or other items marked “Confidential” or
specifically communicated by either Party or its affiliates as “Confidential.”



     17.9 Independent Development.



     Notwithstanding the foregoing, this Agreement does not preclude Intel or LMI from evaluating,
acquiring from third parties not a party to this Agreement, independently developing or marketing
similar technologies or products, or making and entering into similar arrangements with other
companies. Neither Party is obligated by this Agreement to make such products or technologies
available to the other. An employee of either party may use this information, for any purpose,
including, for example, use in the independent development, manufacture, promotion, sale and
maintenance of its products and services; provided that this right does not result in or amount to
a license under any patents, copyrights, trademarks, or mask works of the disclosing party.




	18.	 	NO SIMILAR AGREEMENT / NON-SOLICIT





     18.1 No Similar Agreement.



     Unless earlier terminated as described below, during the term of this Agreement and only
during the term of this Agreement (the restrictions of this Section 18.1 shall not apply to any
License Extension), LMI will not enter into an agreement with any manufacturer of personal
computers or personal computer micro-processors where such agreement (i) is to jointly develop and
market a service designed to exclusively provide third-party remote connectivity to support a
personal computer (desktop or laptop) [**] and (ii) [**]. In addition LMI will not enter into any
agreement with Host Service Providers or Host SAAS providers defined in the SOW Schedule 1A, that
provide substantially similar [**] connectivity service to the Intel [**] agent. For clarification
purposes, this restriction will not apply to, among all other things not specifically mentioned
below, LMI entering into any agreement to provide or otherwise providing any product or service for
ultra mobile devises, mobile phones, PDAs, IP appliances,



19









 




televisions or any other personal computing devises other than as specifically provided for
above. For clarification purposes, except as specifically provided above, LMI may enter into any
agreement or other relationship with any party and/or develop, manufacture, market, license, sell
or provide any product or service that may or may not directly compete with any product or service
developed, manufactured, marketed, licensed, sold or provided, or planned to be developed,
manufactured, marketed, licensed, sold or provided by Intel. LMI understands and acknowledges that
it may not utilize any Intel Components, Intel IP or other intellectual property owned by Intel
under this Agreement or otherwise in connection with any of LMI’s current, future or planned
businesses, enterprises, operations, technologies, opportunities and the like in connection with
other markets or opportunities. Intel understands and acknowledges that LMI may utilize any and
all of the LMI Components, LMI IP or other intellectual property owned by LMI under this Agreement
or otherwise in connection with any and all of LMI’s current, future or planned businesses,
enterprises, operations, technologies, opportunities and the like in connection with other markets
or opportunities. These other markets and opportunities may be deemed to be competitive with Intel
and/or the Solution.



The restrictions on LMI provided for in this Section 18.1 shall automatically terminate in their
entirety and be of no further force or effect in the event that the Revenue collected pursuant to
the Agreement during the twelve month period prior to the [**] anniversary of the date hereof is
less than $[**] in the aggregate. Upon termination of this Section 18.1 as described above, Intel
shall provide LMI with a royalty bearing, reasonable non-discriminatory license to the Intel
Components, defined in Schedule 3A. Such license will be the subject of a separate license
agreement to be negotiated in good faith and executed by the parties at the time of termination of
this Section 18.1.




          18.2 Non-Solicit. Without in any way restricting an employee’s right to freely change
employment, but in recognition of the Parties’ legitimate interest in protecting the investment
each has made in its workforce, the Parties agree that during the term of this Agreement and for
[**] years thereafter (regardless of the reason for termination, if applicable), each Party shall
not, without the other’s prior written consent, directly or indirectly (including through a third
party or affiliate), alone or in association with others (including through a recruiter), approach,
recruit or otherwise solicit, hire or engage as an independent contractor any of the existing
employees or former employees of the other Party who have worked with the Party during the term of
the Agreement.





	19.	 	SOURCE CODE ESCROW.





     19.1 Escrow. Intel may request on up to [**] occasions during the Term of this
Agreement that LMI deliver to an escrow agent to be mutually agreed upon between the Parties the
Source Code, or any updates or enhancements to the Source Code, required for support of the
Solution (as determined by LMI) (the “Escrowed Technology”)for deposit into a source code
escrow (the “Escrow”). In the event that LMI (i) files for bankruptcy, reorganization, or
other case or proceeding under any bankruptcy or insolvency law; any dissolution or liquidation
proceeding is commenced by or against LMI, LMI becomes insolvent; LMI consents to the appointment
of a trustee, receiver or other custodian for LMI; or LMI makes a general assignment for the
benefit of its creditors AND (ii) the Solution is off-line for thirty (30) consecutive days
and the failure of such Solution is not attributable in any part to any third-party (a
“Triggering Event”), Intel may access the Escrowed Technology as provided for herein.



     19.2 Escrowed Technology Software License. Subject to the terms and conditions of
this Agreement, in the event of and only in the event of a Triggering Event, LMI grants Intel a license for two




20











 




years after such Triggering Event to the Escrow Technology solely for the purposes of the
Solution, including the right to modify, port, translate, localize or create derivative works from
the LMI Components or any Escrowed Technology . Intel shall pay a licensing fee to LMI equal to
[**]% of the Revenue LMI would otherwise be entitled to under Section 12.6 herein. This license is
a nontransferable, nonexclusive and without the right to sublicense. The license is solely in
connection with accessing or connecting to personal computers and servers for the purposes
specifically described in this Agreement and the Schedules hereto and only during for the time
period described in this Section. Intel acknowledges that LMI owns, and shall continue to own, all
right, title and interest in the items subject to the license, and Intel agrees that it will do
nothing inconsistent with such ownership, and does not obtain by this Agreement any right to use
said the items subject to the license other than for the specific purposes that may be identified.
This license is a right and license allowing Intel to use the Escrowed Technology under the
restrictions, terms and conditions within this Agreement.



19.3 Escrow Agent, Agreement and Fees. The identity of the escrow agent shall be mutually
agreed upon by both Parties. The escrow relationship described in this Section shall be subject to
an escrow agreement acceptable to both Parties and counsel to both Parties. Intel shall pay all
fees and expenses (including any legal fees and all fees and expenses of the escrow agent) incurred
by each of Intel and LMI in connection with the escrow process described in this Section.





	20.	 	MISCELLANEOUS





     20.1 Record Retention; Audit. During the term of this Agreement, and for a period of
twelve (12) months thereafter, the Parties shall maintain accurate and complete records relating to
transaction data and compliance with this Agreement, including all documents and other information
required by law to be maintained. The Parties shall make any such records available to the other
within fifteen (15) business days of any written request by a duly authorized representative of the
other Party.



     20.2 Disputes, Escalation. The Parties agree that the timely and amicable resolution
of disputes, issues or claims is to the advantage of both Parties. The Parties also recognize that
a documented process for resolving such issues, disputes or claims will assist in their resolution
with minimal adverse impact to the Parties. In recognition of the foregoing, the Parties hereby
agree to first utilize the escalation procedures set forth in this Agreement to resolve any issues,
disputes or claims which may arise before resorting to any legal action for enforcement of rights
in a court of competent jurisdiction. In the event of a dispute hereunder, the Parties will work
expeditiously and in good faith to reach a resolution of the dispute within ninety (90) days. If
the Parties are unable to reach a resolution at the end of the ninety (90) day period, either Party
can give notice to the other of escalation of the issue for resolution by their executive
representatives of management, which in the case of Intel, shall be Robert B. Crooke, who is a
corporate officer of Intel, (or other similar corporate officer) and which, in the case of LMI,
shall be its Chief Executive Officer. In order to resolve the issue, those individuals shall meet
in person at the location of the Party receiving the notice within fourteen (14) days of receipt of
the notice.



     20.3 No Waiver. The failure of either Party to partially or fully exercise any right
shall not prevent the subsequent exercise of such right. The waiver by either Party of any breach
shall not be deemed a waiver of any subsequent breach of the same or any other term of this
Agreement.



     20.4 Notices. Any notice required to be given pursuant to this Agreement shall be in
writing



21









 




and shall be deemed duly given either (a) two (2) days after the date of mailing if sent by
registered or certified mail, return receipt requested, or (b) one (1) day after the date of
mailing if sent by a national overnight courier service, or (c) the date of sending by telecopy or
facsimile transmission to the FAX numbers set forth below, with confirming copy sent concurrently
by first class U.S. mail, postage prepaid, return receipt requested, or national overnight courier
service prepaid, to the following address:




	 	 	 	 	 
	 

	 	If to LMI:
	 	LogMeIn, Inc.
	 

	 	 	 	500 Unicorn Park
	 

	 	 	 	Woburn, MA 01801
	 

	 	 	 	Attn.: President
	 

	 	 	 	FAX No.: (781) 638-9094
	 
	 	 	 	 
	 

	 	With a copy to:
	 	LogMeIn, Inc.
	 

	 	 	 	500 Unicorn Park
	 

	 	 	 	Woburn, MA 01801
	 

	 	 	 	Attn.: General Counsel
	 

	 	 	 	FAX No.: (781) 638-9094
	 
	 	 	 	 
	 

	 	If to Intel:
	 	Intel Corporation
	 

	 	 	 	2200 Mission College Blvd.
	 

	 	 	 	Santa Clara, CA 95054
	 

	 	 	 	Attn.: Post-Contract Management
	 

	 	 	 	FAX No.: (408) 653-4978






22









 






	 	 	 	 	 
	 

	 	With a copy to:
	 	Intel Corporation
	 

	 	 	 	2200 Mission College Blvd.
	 

	 	 	 	Santa Clara, CA 95054
	 

	 	 	 	Attn: General Counsel
	 

	 	 	 	FAX No.: (408) 765-1859





Any Party, by notice given as set forth above, may change the address to which subsequent notices
are to be sent to such Party.




     20.5 Entire Agreement; Amendment. This Agreement and the schedules and exhibits
attached hereto sets forth the entire agreement between the Parties on this subject and supersedes
all prior negotiations, understandings, and agreements between the Parties concerning the subject
matter. No amendment or modification of this Agreement or any of the schedules or exhibits
attached hereto shall be made except by mutual agreement of both Parties and a writing signed by
both Parties.



     20.6 Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, such determination shall not affect the
validity or enforceability of any other part or provision of this Agreement



     20.7 Survival. Sections 6.3, 6.5, 6.6, 7, 12, 13.5, 15, 16 (for a period of three
years), 17, 19, 20.3, 20.5, 20.6, 20.7, 20.8, 20.9, 20.10, 20.11, 20.12, 20.14, 20.15, and 20.16,
shall survive any rescission, termination or expiration of this Agreement.



     20.8 Governing Law. This Agreement shall be governed and interpreted in accordance
with the laws of the State of Delaware without regard to principles of conflict of laws. The
Parties specifically disclaim applicability of (a) the United Nations Convention on the Sale of
Goods and (b) any Incoterms.



     20.9 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same document.



     20.10 Non-exclusivity. This Agreement shall not be deemed to create an exclusive
relationship between the Parties. The Parties shall be entitled to use other parties to perform
the services comparable to those covered hereby. The Parties may provide any services or products
to other customers or third parties.



     20.11 Assignment; Successors and Assigns Bound. This Agreement shall be binding upon
and inure to the benefit of the Parties hereto and their respective heirs, representatives,
successors and assigns, where any such heir, representative, successor or assigns has rights gained
in strict accordance with the provisions of this Agreement.



     20.12 No Third Party Beneficiaries. This Agreement and the rights and obligations
created under it shall be binding upon and inure solely to the benefit of the Parties hereto and
their respective successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended or should be construed to confer upon any other person any right, remedy, or claim
under or by virtue of this Agreement.



23









 





     20.13 Warranty of Authority. Each Party represents and warrants to the other that it
is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its
organization, and has the requisite power and authority to execute and deliver, and to perform its
obligations hereunder. Each Party represents and warrants to the other that this Agreement has
been duly authorized, executed, and delivered by such Party and constitutes a valid and binding
obligation of such Party enforceable against such Party according to its terms.



     20.14 Construction. In the event of a conflict between any term in the body of this
Agreement and any exhibit, schedule, or attachment, the terms of the body of this Agreement shall
prevail. The words “herein,” “hereof,” hereunder,” “hereto,” and other words of similar import
refer to this Agreement, and not to any particular section, subsection, or clause contained in this
Agreement. Whenever necessary or proper herein, the singular imports the plural or vice versa, and
masculine, feminine, and neuter expressions are interchangeable. The word “including” shall always
be interpreted as though immediately followed by the phrase “but not limited to.” Unless otherwise
explicitly stated: (a) a reference in an exhibit, schedule, or attachment to a Section refers to
the appropriate numbered Section within such exhibit, schedule, or attachment, (b) all other
references to a Section refer to the appropriate numbered Section in the body of this Agreement,
and (c) all references to a Section include the subsections of the referenced Section. The
headings contained in this Agreement are for reference purposes only and shall not be considered in
interpreting the meaning of or application of law to this Agreement.



     20.15 Reservation of Remedies. No remedy made available to any Party by any of the
provisions of this Agreement is intended to be exclusive of any other remedy, and each and every
remedy shall be cumulative and in addition to every other remedy available at law or in equity.



     20.16 Relationship of the Parties. The relationship between the Parties shall be that
of independent contractor. Nothing herein shall be construed as creating or constituting the
relationship of employer/employee, franchisor/franchisee, principal/agent, partnership, or joint
venture between the Parties.



     20.17 Signatory Authority. Each Party and its signatory hereby represents and
warrants to the other Party that it and such signatory has all the necessary authority to enter
into and perform its obligations under this Agreement without the consent of any third party or
breach of any obligation or duty to any third party. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which, taken together, shall
constitute one instrument. A facsimile of an original signature transmitted to the other Party is
effective as if the original was sent to the other Party.



     20.18 Export Law Assurances. The Components and all service provided in connection
with this Agreement are further subject to United States Export Controls. No Component or service
provided in connection with this Agreement may be made available in connection with or exported (a)
into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other
country to which the United States has embargoed goods; or (b) anyone on the United States Treasury
Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny
Orders. The Parties covenant, represent and warrant that they will comply with the terms of this
Section.



24









 





     20.19. Force Majeure. No Party shall be liable for any performance failure, delay in
performance, or lost data under this Agreement (other than for delay in the payment of money due
and payable hereunder) to the extent said failures or delays are proximately caused by (a) natural
weather events, (b) war; or (c) any other causes beyond that Party’s reasonable control and
occurring without its fault or negligence, including, without limitation, failure of suppliers,
subcontractors, and carriers to substantially meet its performance obligations under this
Agreement, provided that in any such event, as a condition to the claim of non-liability, the Party
experiencing the difficulty shall give the other prompt written notice, with full details following
the occurrence of the cause relied upon.



[Remainder of Page Intentionally Left Blank]




25









 








     IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date
first above written.


INTEL CORPORATION and its present and future affiliates and subsidiaries




	 	 	 	 	 
	 	 	 
	By:  	/s/ Robert Crooke
 	 	 
	 	Name:  	Robert Crooke 	 	 
	 	Title:  	Vice President & GM 	 	 



Date: 12/20/07




LOGMEIN, INC. and its present and future affiliates and subsidiaries




	 	 	 	 	 
	 	 	 
	By:  	/s/ Michael Simon
 	 	 
	 	Name:  	Michael Simon 	 	 
	 	Title:  	CEO 	 	 



Date: 12/26/07




	 	 	 	 	 	 	 	 	 
	 
	 	LEGAL OK	 	 	 	 
	 	
A. Fox


	 	 	12/17/07
	 	 	 	 
	 





26









 






SCHEDULE 1A




Statement of Work




Confidential Materials omitted and filed separately with the Securities and Exchange Commission.

Asterisks denote omissions. A total of 30 pages have been omitted.




[**]




27









 





SCHEDULE 2A




LMI Components




[**]




28









 








SCHEDULE 3A




Intel Components




[**]




29









 








SCHEDULE 4A




Joint Components



The following items and only the following items shall be deemed Joint Components and the rights
thereto are defined in Section 7.3:



[**]




30









 








SCHEDULE 6A




Intel Rights




Rights to License



LMI hereby grants Intel a nontransferable (subject to Section 14 hereof), nonexclusive,
royalty-free, without the right to sublicense, license to the specific items listed below, subject
to the specific limitations listed on this Schedule and elsewhere in this Agreement and the
Schedules hereto (the “Intel License”). In addition to the specific restrictions listed
elsewhere in this Agreement and the Scheduled hereto, the Intel Licenses are solely in connection
with accessing or connecting to personal computers and servers for the purposes specifically
described in this Agreement and the Schedules hereto and only during the Term of this Agreement and
subject to the restrictions contained herein, including the following: (a) Intel shall not have the
right to distribute, share, sell, resell, transfer, sublicense, auction, exchange, issue or the
like any of the LMI Components or any items subject to the Intel License; (b) except as
specifically permitted in this Agreement, Intel shall not have the right to modify, port,
translate, localize or create derivative works from the LMI Components or any items subject to the
Intel License; (c) Intel shall not, for itself, any affiliate of Intel or any third party
decompile, disassemble, reverse engineer or attempt to reconstruct, otherwise reduce to
human-perceivable form, or identify or discover any source code, underlying ideas, underlying user
interface techniques or algorithms of the LMI Components or any items subject to the Intel License;
and (d) Intel shall not alter, copy or duplicate any aspect of the LMI Components of any items
subject to the Intel License, except as expressly permitted by LMI in a written authorization
signed by a duly authorized officer of LMI. Intel acknowledges that LMI owns, and shall continue
to own, all right, title and interest in the LMI Components or any items subject to the Intel
License, and Intel agrees that it will do nothing inconsistent with such ownership, and does not
obtain by this Agreement any right to use said the LMI Components and any items subject to the
Intel License other than for the specific purposes that may be identified. This Intel License is a
right and license allowing Intel to use the following items under the restrictions, terms and
conditions within this Agreement. The Connectivity Platform and any intellectual property
associated with the Connectivity Platform, as defined in Section 1 and Schedule 1A, is
specifically excluded from this and any other license and is exclusively owned and operated by LMI
during and after the term of this Agreement.



The following items and only the following items are subject to the Intel License:




          [**]



Specific license restrictions in addition to the restrictions described above are: (a) may only be
used by Intel for internal purposes, and (b) access may not be granted externally to partners,
customers or any third party. Other than as specifically provided above, Intel has no right to use
the [**].



[**]



Specific license restrictions in addition to the restrictions described are: (a) may only be used
by Intel solely in connection with demonstration as part of the sales and marketing process in
connection with the Solution and not for any other use, internal to Intel or otherwise, and (b)
access may not be granted externally to partners or customers or any third party. Other than as
specifically provided above, Intel has no right to use the [**].




31









 







[**]



Specific license restrictions in addition to the restrictions described are: (a) may only be used
by Intel solely in connection with demonstration as part of the sales and marketing process in
connection with the Solution and not for any other use, internal to Intel or otherwise, and (b)
access may not be granted externally to partners or customers or any third party. Other than as
specifically provided above, Intel has no right to use the [**].




Rights to Remarket



Appointment. Subject to the terms of this Schedule and this Agreement and the other Schedules
attached hereto, LMI hereby appoints Intel, for the Term of this Agreement and only for the Term of
this Agreement, as a non-exclusive, non-transferable, limited and temporary remarketer world-wide
of the specific items listed below (the “Remarket Items”) for end-users of the Solution
only. Pursuant to this appointment, Intel may directly solicit the interest of it customers and
end-users in using the Remarket Items.



No Grant of License or Other Rights. Notwithstanding any express or implied language to the
contrary, the parties agree that LMI does not under this Agreement or otherwise grant, transfer or
otherwise make available to Intel, any right or license to the technology, knowledge, expertise,
ideas, or software underlying the Remarket Items, including without limitation any intellectual
property right, such as patent, copyright, trade secret or otherwise, all of which Intel agrees is
and will remain that of LMI and/or its suppliers or assignees of LMI.



Restrictions. Intel acknowledges that LMI has and retains all right, title and interest in and to
the Remarket Items and any software and other technology underlying the Remarket Items and any
documentation, and any copies and derivative works thereof, and ownership of all patent, copyright,
trade secret, trademarks and other intellectual property rights pertaining thereto (hereafter in
this section, “LMI IP”), all of which are and shall be and remain the sole property of LMI
or its suppliers or assigns. Intel shall not itself, or through any parent, subsidiary, affiliate,
agent or other third party: (a) modify, port, translate, localize or create derivative works of the
LMI IP; (b) decompile, or disassemble the LMI IP or otherwise reduce the LMI IP to
human-perceivable form, where it is not now so existing, reverse engineer or attempt to
reconstruct, identify or discover any source code, underlying ideas, underlying user interface
techniques or algorithms of the LMI IP by any means whatsoever, or disclose any of the foregoing or
(c) alter, copy or duplicate any aspect of the LMI IP, except as expressly permitted by LMI in a
written authorization signed by a duly authorized officer of LMI. Intel acknowledges that LMI
owns, and shall continue to own, all right, title and interest in the LMI IP, and Intel agrees that
it will do nothing inconsistent with such ownership, and does not obtain by this Agreement any
right to use said LMI IP other than for the specific purposes that may be identified.



The following specific items and only the following items are the Remarket Items:



[**]




32









 








SCHEDULE 6C




LMI Marks Approved For Listing on Intel’s Internet Site










33









 








SCHEDULE 6D




LMI Logo for Attribution Purposes











34









 








SCHEDULE 8A




LMI Customer Support



Subject to the terms and conditions of the Agreement, LMI agrees to provide the following product
support. Terms not otherwise defined herein shall have the meaning ascribed to them in the
Agreement:





	1.	 	SCOPE OF SUPPORT.
	 
	 	 	LMI offers Intel technical phone, email and web support for an unlimited number of
incidents. Technical support will include assistance for the Solution and the LMI Components
described on Schedule 1A. Such assistance may include assistance with configuration,
identification of Equipment and/or Software problems and work-arounds when possible.
Assistance may also include, diagnose problems and software updates. LMI will endeavor to
provide quality technical support in accordance with generally recognized business practices
and standards.






	 	•	 	Provide Intel with instructions on how to contact LMI to obtain technical phone and
web support.
	 
	 	•	 	Respond to Intel requests for technical phone support 24 hours a day, seven days a
week for priority 1 and 2 (as defined in Schedule 8C) and during LMI normal
business hours (9:00AM to 5:00PM, Boston time, Monday — Friday, excluding holidays)
for priority 3 and 4 (as defined in Schedule 8C)..
	 
	 	•	 	Technical support provided globally, in English and only English, during the time
periods described herein.
	 
	 	•	 	Provide support to keep the Solution operating in material conformity with the
applicable specifications within the time periods as more fully set forth in
Schedule 8E;
	 
	 	•	 	Assisting Intel in diagnosing and remedying any errors, defects and problems with
the Solution in conjunction with the operation of Intel’s product.
	 
	 	•	 	Provide Intel with all Enhancements and maintenance releases relating to the
Solution and the LMI Components described on Schedule 8A.
	 
	 	•	 	LMI shall provide any and all Documentation and updates for all Connectivity
Platform and Solution specifications to Intel.




35









 











SCHEDULE 8B




Intel Vendor Support



Subject to the terms and conditions of the Agreement, Intel agrees to provide the following product
support. Terms not otherwise defined herein shall have the meaning ascribed to them in the
Agreement:





	1.	 	SCOPE OF SUPPORT.
	 
	 	 	Intel acknowledges that LMI has and will engage a number of third parties to develop,
maintain, and support the Solution and LMI Components described on Schedule 8A.
Further, Intel agrees to cooperate with LMI and such third parties as reasonably needed for
the implementation, maintenance, and performance of the Solution specified in this Agreement






	 	•	 	In the event LMI requests any Software dumps, logs or any other documentation from
Intel to resolve a reported problem, such documentation shall be forwarded through
electronic means (email or ftp) or by overnight courier at Intel’s expense if
electronic means are not available
	 
	 	•	 	Intel acknowledges that LMI’s support is being made available in association to the
fees payable to LMI under this Agreement
	 
	 	•	 	At the discretion of management, Intel aggress to make available resources
dispatched onsite to LMI or the DNSC to aid problem resolutions of critical and high
priority defects unresolved within a 24 hours period.






36











 





SCHEDULE 8C




LMI Support Level




1. CASE CLASSIFICATION



The classification and reclassification of the priority level shall be initially established by LMI
but may be reclassified depending upon the circumstances upon agreement of LMI and Intel; provided,
however, that such classifications and reclassifications shall be in accordance with the
definitions set forth in this Section. In the event a defect is reclassified to a higher priority
level by Intel, the Service Level Agreement (SLA) referred to as Service Restoration time period
shall begin at the time the defect is reclassified. The table below describes a description for
each priority level and the associated Initial Response and Service Restoration (SLA) time.




	 	 	 	 	 	 	 
	Defect and	 	 	 	Initial Response	 	 
	Priority Levels	 	Solution Availability	 	Time	 	Commitment
	 
	 
	 	 	 	 	 	 
	Priority 1

Critical

	 	The Solution is
down, critical
system outage
	 	[**]
	 	LMI and Intel will
work 24x7 to
resolve situation
with the highest
priority.
	 

	 	Users are impacted
in production
without workaround	 	 	 
	 
	 	 	 	 	 	 
	Priority 2

High

	 	Functionality is
severely limited.
System Instability.
	 	[**]
	 	LMI and Intel work
to dedicate
resources during
normal business
hours to resolve
situation with high
priority.
	 

	 	Limited
functionality but a
workaround is
available	 	 	 
	 
	 	 	 	 	 	 
	Priority 3

Medium

	 	Performance
degradation.
	 	[**]Hours, within

LMI normal business

hours*
	 	LMI Support
Engineers will work
on the issue until
resolved with
medium priority.
	 	Solution does not
perform to product
specifications	 	 
	 
	 	 	 	 	 	 
	Priority 4

Low

	 	General questions

Documentation
	 	[**]Hours, within

LMI normal business

hours*
	 	LMI Support
Engineers will work
on the issue until
resolved.






37









 








 




			
	*	 	LMI normal business hours are 9:00AM — 5:00PM (Boston time), Monday — Friday, excluding LMI
designated holidays)





2. CASE ESCALATION



Based upon the level of severity, LMI will provide a systematic case escalation management
notification process to ensure proper attention and resources are mobilized to restore the Solution
the back to the original specification and performance.




38









 








SCHEDULE
8D


Intel Support Compliance



Intel acknowledges that LMI and our customers will routinely identify Solution defects
varying in nature (i.e., software, hardware, networking, etc...) from time to time. For
defects of critical and high priority, Intel agrees to cooperate with LMI and any such third
parties related in order to assist an expeditious resolution compliant with SCHEDULE 4C.




39









 








SCHEDULE 8E




Service And Response Level



1) Availability Schedule. LMI shall seek to make the Solution available at least [**]
percent ([**]%) of the time in any quarter, each as measured over 24 hour period of all days during
such quarters and excluding those periods of time designated as scheduled Downtime (as defined
below) and Downtime not attributable to maintenance, system freezes or the Other Activities
described below, with the following performance standards:





	 	a)	 	Scheduled Downtime and Maintenance Activities that Impact Availability.
Regularly scheduled Downtime and maintenance activities may cause a service outage or
adversely affect performance (such as slow response time). LMI will make reasonable
efforts to perform such activities between 9:00 pm and 4:00 am, Monday through Friday
or 8:00 PM to 8:00 AM Saturday, Sunday and Holidays, all Eastern United States Time.
	 
	 	b)	 	Other Activities that Impact Service Availability. In addition to regularly
scheduled Downtime and maintenance activities, LMI may perform other required upgrade,
testing and maintenance work or modifications after providing a minimum of forty eight
(48) hours notice to Intel. LMI may also perform at any time any upgrade, testing,
maintenance or corrections.




3) Initial Response; Service Restoration; Defect Resolution. With respect to the terms
utilizes in the table below, the following definitions shall apply:





	 	a)	 	“Initial Response” means the time it takes from Intel’s initial report of the
defect until Intel speaks with the appropriate LMI subject matter expert. The
measurement of Initial Response time does not apply when an Intel call is related to a
previously reported defect.
	 
	 	b)	 	“Service Restoration” (SLA) means the time it takes LMI to apply a functional
resolution to the reported defect, meaning LMI provides Intel with a temporary fix or
workaround that solves a reported Defect and that can be used by Intel with minimal
inconvenience and minimal impact on Intel’s business operations.
	 
	 	c)	 	“Defect Resolution” is the time elapsed from Intel’s report of a defect to the
time LMI provides a final correction or modification for the Solution that corrects the
root cause of the defect.




The Parties agree that the time frames for Initial Response, Service Restoration and Defect
Resolution set forth in the following table represent the outside time limit for Initial Response,
Service Restoration and Defect Resolution.





40









 








	 	 	 	 	 	 	 
	Defect Priority	 	 	 	 	 	Service Restoration
	Level*	 	Initial Response	 	Defect Resolution	 	Response Time
	 
	 	 	 	 	 	 
	Critical

	 	[**]
	 	May dictate
immediate
availability of a
“dot” Software
release, or
immediate Hardware
replacement.
	 	2 hours
	 
	 	 	 	 	 	 
	High

	 	[**]
	 	Next “dot” Software
Release 30 days or
less
	 	N/A
	 
	 	 	 	 	 	 
	Medium

	 	[**]Hours, within

LMI normal business

hours**
	 	Next “Minor”
Software Release;
60 days or less
	 	N/A
	 
	 	 	 	 	 	 
	Low

	 	[**]Hours, within

LMI normal business

hours**
	 	Next “Major”
Software Release
180 days or less
	 	N/A








 




			
	*	 	As defined in Schedule 8C
	 
	**	 	LMI normal business hours are 9:00AM — 5:00PM (Boston time), Monday — Friday, excluding LMU
designated holidays)




4)  Failure to Meet Service Restoration Response Times. Liquidated damages for LMI’s
failure to meet the Service Restoration Response Times for Critical priority defects set forth
herein shall be solely as follows (in no event will these liquidated damages exceed $[**] in the
particular quarter in which the Credits are accessed):




	 	 	 
	Service Restoration Delay for Critical
Defects in excess of [**] hours (in the
aggregate) above Service Restoration
Response Time in any fiscal quarter

	 	Revenue Share (pursuant to
Section 12.6) Credits (these
credits will be assessed as
partial payment of the
Revenue Share to the
proceeding fiscal quarter)
	 
	 	 
	[**] to [**] hours (in the aggregate) in
any fiscal quarter in excess of [**] hours
(in the aggregate) in any fiscal quarter

	 	Equal to $ [**]






41









 






	 	 	 
	[**] to [**] hours (in the aggregate) in
any fiscal quarter in excess of [**] hours
(in the aggregate) in any fiscal quarter

	 	Equal to $ [**]
	 
	 	 
	[**] hour period (in the aggregate)

	 	Equal to $ [**]





5) Down Time due to Force Majeure. Intel acknowledges that, neither Party shall be liable
to the other for damages (including liquidated damages) if such Party’s performance is delayed due
to Acts of God (herein each called a “Force Majeure”). In such event, the affected Party shall
promptly notify the other of the delay and its likely duration. In the event of a delay in LMI’s
performance exceeding seven days due to a Force Majeure, Intel may, at any time thereafter, cancel
the affected Agreement.



5. Language. Support will be provided in the English language.




42









 








Schedule 10A




DNSC



The Data, Networking Server and Center will equip properly to facilitate the average and peak
loads required for the Chico Creek solution as documented in the SOW in Schedule 1A. The DNSC
operational and support requirements are captured in schedule 8E.




43









 








Schedule 12A




Generation of Revenue





	•	 	LMI to provide connectivity for $[**] per connection, for [**] access
	 
	•	 	Any service provider may purchase unlimited connectivity for no less than $[**] per
year, per seat
	 
	•	 	Referral network, a $[**] referral fee, for end-users not pre-provisioned with a service
provider. They are directed to a market place where they can choose from a list of
approved providers. This $[**] Fee can be adjusted based on market demands but will not go
below the base LMI connectivity fee of $[**] per connection.
	 
	•	 	By way of further clarification, Revenue is net of any [**] or other customer revenue
sharing mechanism in place, however the dollar values defined above are the [**],
regardless of [**] or other customer revenue sharing mechanism in place, unless mutually
agreed by the Parties.
	 
	•	 	Users connecting via any LMI client or any of LMI’s current or future products
(including LMI IT Reach and LMI Rescue) are not required to pay any additional connectivity
fees described herein; fees will only apply to connections completed via the Solution
defined in the SOW on Schedule 1A.
	 
	•	 	Both Intel and LogMeIn recognize that there may be opportunities with key [**] service
providers that enable a measurable scale of to the overall Chico Creek Solution Revenues.
Should such opportunities [**] the $[**] per connection or $[**] year, both Intel and LMI
agree to the following process:





          [**].





44