exv10w5



 





Exhibit 10.5





[NOTE: THE SYMBOL [**] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTION.]



AMENDMENT TO THE TECHNOLOGY LICENSE AND SERVICES AGREEMENT



By their signatures below, Phoenix Technologies Ltd. (“Phoenix”) and Quanta Computer, Inc.
(“Licensee”) agree to amend the Technology License and Services Agreement dated as of December 31,
2004 (Phoenix Agreement No. 60120100) (as amended from time to time, the “Agreement”), as set forth
below. Phoenix and Licensee agree that (i) except as expressly set forth herein, each and every
provision of the Agreement shall remain in full force and effect; and (ii) the programs and
services listed in this Amendment shall be governed by the terms and conditions of the Agreement.
This Amendment shall be effective as of November 15, 2007 (the “Amendment Effective Date”).
Unless otherwise defined herein, capitalized terms used without definition have the respective
meanings ascribed to those terms in the Agreement.



Pursuant to the terms and conditions of this Amendment, Phoenix and Licensee agree to:





	I.	 	Add Supplement XVIII to the Attachment I – Licenses and Services to the Agreement; and

	 
	II.	 	Modify certain provisions of the Agreement.




This Amendment is expressly contingent upon Licensee’s signature on or before November 30, 2007. In
the event this Amendment is not signed by Licensee on or before November 30, 2007, then the terms
and conditions set forth in this Amendment will be null and void.




	 	 	 	 	 	 	 
	Phoenix:

	 	Phoenix Technologies Ltd.
	 	Licensee:
	 	Quanta Computer, Inc.
	 
	 	 	 	 	 	 
	Signature:

	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 




I. Add Supplement XVIII to Attachment I – Licenses and Services of the Agreement as
follows:




ATTACHMENT I – LICENSES AND SERVICES

SUPPLEMENT XVIII




	 	 	 	 	 	 	 	 	 
	Item	 	Products and Services	 	Units	 	Per Unit Fee	 	Total Fees
	1.0.0

	 	Program (Object Code) Licenses:	 	 	 	 	 	 
	 

	 	(see Special Requirements: Sections A, B, D)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1.1.0

	 	Royalty Prepayment
	 	[**]
	 	[**]
	 	[**]
	 
	 	 	 	 	 	 	 	 
	1.1.1

	 	SecureCore Mobile – Object Code



In combination with the following Program:
MultiKey – Object Code
	 	See Special
Requirements
Section D-1
	 	See Special
Requirements
Section D-1
	 	—
	 
	 	 	 	 	 	 	 	 
	 

	 	
(for distribution of the object code
version 

of the compiled SecureCore or
TrustedCore source code)
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	2.0.0

	 	Source Code Licenses:	 	 	 	 	 	 
	 

	 	(see Special Requirements: Sections A, B, E)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2.1.0

	 	Chipset Modules – Source Code

(to be determined)
	 	[**]
	 	[**]
	 	[**]






 









 






ATTACHMENT – LICENSES AND SERVICES / SUPPLEMENT XVIII (CONTINUED)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Products and Services	 	Units	 	 	Per Unit Fee	 	 	Total Fees	 
	3.0.0
	 	Tool Licenses:	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(see Special Requirements: Sections A, B, F)	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.1.0
	 	Two (2) program set consisting of	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 
	 	Item 3.1.1 and Item 3.1.2:	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.1.1
	 	Tool Subscription License – Redistribution	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	and Internal Use	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.1.2
	 	Tool Subscription Maintenance	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.0.0
	 	Support Services:	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(see Special Requirements: Sections A, B, G)	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.1.0
	 	CSS Standard Support Services	 	 	[**]	 	 	 	—	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Total Fees	 	 	—	 	 	 	—	 	 	 	[**]	 
	 
	 	(see Special Requirements: Sections A, B, C)	 	 	 	 	 	 	 	 	 	 	 	 






Special Requirements:





	A.	 	Definitions. For purposes of this Section I of this Amendment, the following
definitions for the listed defined terms shall be applicable and such definitions shall
supersede any other previous definition for the corresponding defined term as may be set
forth in the Agreement or any other amendment thereto:





	 	 	 	 	 
	 

	 	A-1
	 	“April 2007 Amendment” means the amendment to the Agreement dated April 2, 2007,
bearing agreement number 60120120, which sets forth the provisions for Source Code
licensing.
	 
	 	 	 	 
	 

	 	A-2
	 	“Business Entity” means a company, corporation or other entity that acquires or
manufactures Licensee Products.
	 
	 	 	 	 
	 

	 	A-3
	 	“Competitor” means a company, corporation or other entity that develops, markets
and/or licenses software similar in function to Phoenix’s CSS line of commercially
available products.
	 
	 	 	 	 
	 

	 	A-4
	 	“December 2005 Amendment” means the amendment to the Agreement dated December 23,
2005, bearing agreement number 60120106, which sets forth the provisions for CSS Standard
Support Services.
	 
	 	 	 	 
	 

	 	A-5
	 	“December 2006A Amendment” means the amendment to the Agreement dated December 8,
2006, bearing agreement number 60120115 which sets forth the “SecureCore Mobile – Object
Code” licenses for use and incorporation into Licensee Product
(for Licensee’s customer [**]).
	 
	 	 	 	 
	 

	 	A-6
	 	“December 2006A Prepayment” means the royalty prepayment set forth in Supplement XIII,
Item 1.1.0 of the December 2006A Amendment.
	 
	 	 	 	 
	 

	 	A-7
	 	“December 2006B Amendment” means the amendment to the Agreement dated December 29,
2006, bearing agreement number 60120117, which sets forth the “SecureCore Mobile – Object
Code” licenses for use and incorporation into Licensee Product (other than for Licensee’s
customer [**]).
	 
	 	 	 	 
	 

	 	A-8
	 	“December 2006B Prepayment” means the royalty prepayment set forth in Supplement XIV,
Item 1.1.0 of the December 2006B Amendment.
	 
	 	 	 	 
	 

	 	A-9
	 	“February 2007 Amendment” means the amendment to the Agreement dated February 26,
2007, bearing agreement number 60120118, which sets forth the provisions for Source Code
licensing.
	 
	 	 	 	 
	 

	 	A-10
	 	“Internal Use Tools” means the Tools which are for internal use only by Licensee.
	 
	 	 	 	 
	 

	 	A-11
	 	“License Term” means the term of the Program (Object Code), Tool and Source Code
licenses set forth in Supplement XVIII, which shall be for the period from November 15,
2007 through [**].






 









 






	 	 	 	 	 
	 

	 	A-12
	 	“Object Code Tools” means Tools provided in Object Code.
	 
	 	 	 	 
	 

	 	A-13
	 	“Per Unit Fee” means the applicable per unit fee set forth in Item 1.1.1 of Supplement XVIII.
	 
	 	 	 	 
	 

	 	A-14
	 	“Program Licenses” means the “SecureCore — Object Code” licenses set forth in Item 1.1.1 of Supplement XVIII.
	 
	 	 	 	 
	 

	 	A-15
	 	“Redistribution Tools” means those Tools specifically identified by Phoenix upon
delivery which Licensee is authorized to redistribute, in Object Code only, pursuant to
the terms of this Amendment.
	 
	 	 	 	 
	 

	 	A-16
	 	“Royalty Prepayment” means a prepaid credit against the Program Licenses at the
applicable Per Unit Fee, as set forth in Item 1.1.0 of Supplement XVIII.
	 
	 	 	 	 
	 

	 	A-17
	 	“Source Code Tools” means Tools provided by Phoenix in source code form, i.e., the
human readable form of the software programs.
	 
	 	 	 	 
	 

	 	A-18
	 	“Support Services Term” means the term for the services set forth in Supplement XVIII,
which shall be for the period from November 15, 2007 through [**].
	 
	 	 	 	 
	 

	 	A-19
	 	“Tools” means the Object Code Tools and Source Code Tools, as applicable, of the
computer software programs(s) licensed per the terms of this Amendment; where such Tools
are used for (i) flashing programs, in object code, onto Licensee Product; and (ii)
development and debugging of Licensee Products.
	 
	 	 	 	 
	 

	 	A-20
	 	“Tool Subscription License” means the license for the Redistribution Tools and
Internal Use Tools.
	 
	 	 	 	 
	 

	 	A-21
	 	“Tool Subscription Maintenance” means any updates, minor enhancements and/or defect
corrections which revise or correct software inefficiencies or defects to the existing
software functionality of the Tools. Such Tool Subscription Maintenance shall be provided
(i) if and when available and (ii) in object code format or source code format, as
applicable. Licensee shall use the deliverables disclosed under the Tool Subscription
Maintenance pursuant to the provisions of this Amendment.







	B.	 	Currency. All fees set forth in Supplement XVIII are in United States currency.
	 
	C.	 	Payment. Licensee agrees to pay Phoenix the Royalty Prepayment and other fees in
the aggregate amount of [**] for the licenses and services set forth in Supplement XVIII.
Such fees shall be paid by Licensee to Phoenix in installments as follows:





	 	 	 
	Payment Due Date	 	Amount Due
	[**]

	 	[**]
	 
	 	 
	[**]

	 	[**]






	 	 	 	 	 
	 

	 	C-1
	 	Licensee’s obligation to pay the fees set forth in this Amendment is absolute, and
such license fees are non-cancelable and non-refundable.







	D.	 	Object Code Licenses.





	 	 	 	 	 
	 

	 	D-1
	 	The Per Unit Fee for the Program Licenses shall be as follows:






	 	 	 
	Quantity	 	Per Unit Fee
	[**]

	 	[**]






	 	 	 	 	 
	 

	 	 	 	[**]
	 
	 	 	 	 
	 

	 	D-2
	 	For the License Term, the Royalty Prepayment shall authorize Licensee to distribute,
in compliance with the provisions of this Amendment and the Agreement, copies of the
Program Licenses at the applicable Per Unit Fee for use with or incorporation into
Licensee Products.






	 	 	 	 	 	 	 
	 

	 	 	 	D-2-1
	 	During the License Term, Licensee shall provide Phoenix with monthly
royalty reports pursuant to Section 5.2 of the Agreement, stating the number of units
of Program Licenses distributed by Licensee during the reporting period and the
applicable Per Unit Fee(s). The aggregate Per Unit Fees reported shall be deducted
from the Royalty Prepayment.






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	D-2-2
	 	Prior to the end of the License Term, if the Royalty Prepayment has been
exhausted by Licensee’s distribution of the Program Licenses, then:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i) for the remainder of the License Term, Licensee shall provide royalty
reports to Phoenix, as set forth in Section 5.2 of the Agreement. Notwithstanding
the terms of Section 5.2 of the Agreement, Licensee shall provide such royalty
reports to Phoenix on or before the [**] day after the end of each month, Royalties
at the applicable Per Unit Fee shall be due and payable by Licensee to Phoenix on
[**] day terms from Phoenix’s invoice date; and
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii) Licensee agrees to accelerate payment of all Royalty Prepayment and other
fee installments set forth in Section C of this Amendment that are then
outstanding. [**]
	 
	 	 	 	 	 	 
	 

	 	 	 	D-2-3
	 	At the end of the License Term, if the Royalty Prepayment has not been
exhausted by Licensee’s distribution of the Program Licenses, then Licensee shall not
have any right to deduct any Per Unit Fees from the remaining Royalty Prepayment
amount for the distribution of Program Licenses.
	 
	 	 	 	 	 	 
	 

	 	 	 	D-2-4
	 	At the end of the License Term, Licensee may license additional copies of
the SecureCore – Object Code Programs from Phoenix, at Phoenix’s then current per unit
fees. The parties agree to set forth in writing the terms and provisions for such
additional licenses and associated fees.
	 
	 	 	 	 	 	 
	 	 	D-3	 	Under the terms of the December 2006A Amendment, if the December 2006A Prepayment has
been exhausted by Licensee’s distribution of the Programs set forth in Item 1.1.1 of
Supplement XIII of the December 2006A Amendment prior to December 30, 2007, then the
parties shall enter into a new royalty prepayment arrangement. The parties hereby agree
that this Amendment is such new royalty prepayment arrangement. In addition,
notwithstanding the provisions of Special Requirements, Section D-1 of the December 2006A
Amendment, the parties further agree that the per unit fee for distribution of Program
Licenses with or incorporated into Licensee Products [**] shall be at the applicable Per
Unit Fee as set forth above in this Amendment.
	 
	 	 	 	 	 	 
	 	 	D-4	 	Under the terms of the December 2006B Amendment, if the December 2006B Prepayment has
been exhausted by Licensee’s distribution of the Programs set forth in Item 1.1.1 of
Supplement XIV of the December 2006B Amendment prior to December 30, 2007, then the
parties shall enter into a new royalty prepayment arrangement. The parties hereby agree
that this Amendment is such new royalty prepayment arrangement. In addition,
notwithstanding the provisions of Special Requirements, Section E-1 of the December 2006B
Amendment, the parties further agree that the per unit fee for distribution of Program
Licenses with or incorporated into Licensee Products [**] shall be at the applicable Per
Unit Fee as set forth above in this Amendment.
	 
	 	 	 	 	 	 
	 	 	D-5	 	Under the terms of the December 2006B Amendment, upon the expiration of the December
2006B Amendment license term on [**], the parties shall enter into an amendment, in
writing, for the licensing of any additional units of SecureCore – Object Code distributed
with or incorporated into Licensee Product. The parties hereby agree that such additional
licenses shall be for the Program Licenses at the applicable Per Unit Fee as set forth
above in this Amendment.







	E.	 	Source Code Licenses.





	 	 	 	 	 	 	 
	 	 	E-1	 	Subject to the provisions of the Attachment VII – Source Code License of the Agreement,
the February 2007 Amendment and the April 2007 Amendment, Licensee is authorized to use and
have the Source Code, as set forth in Supplement XVIII, at the following authorized
location: Quanta Computers, Inc., No. 188, Wen Hwa 2nd Road, Kei Shan Hsiang, Tao Yuan
Shien, Taiwan, R.O.C.
	 
	 	 	 	 	 	 
	 

	 	 	 	E-1-1
	 	Subject to Section E-1-2 of these Special Requirements, in the event that
Licensee desires to add a facility or provide notification of a change in address of
a facility, then Licensee will provide written notification to Phoenix, where such
notification may be via electronic mail to ptec_legal@phoenix.com.
	 
	 	 	 	 	 	 
	 

	 	 	 	E-1-2
	 	Licensee shall not allow the Source Code set forth in Supplement XVIII to
be accessed by any facilities operated by affiliates, manufacturers or contractors of
Licensee, unless the parties agree in writing to additional license rights and
payment of fees, as applicable.
	 
	 	 	 	 	 	 
	 	 	E-2	 	Subject to the provisions of the February 2007 Amendment and April 2007 Amendment,
during the License Term, Licensee shall be entitled to up to [**] Chipset Module Source
Code licenses. Licensee will select such Chipset Module Source Code licenses from Phoenix’s
list of commercially available chipset modules, if and when available, for the
specified code base Source Code. Licensee shall obtain these licenses by providing Phoenix
with an authorization form (included in Exhibit A of the April 2007 Amendment) identifying
(i) the Chipset Module(s); and (ii) the super I/O, clock generator and/or programmable
sensor, as applicable.
	 
	 	 	 	 	 	 
	 

	 	 	 	E-2-1
	 	Prior to the end of the License Term, if Licensee has utilized all of the
Chipset Module Source Code licenses set forth in Item 2.1.0 of Supplement XVIII, and
Licensee desires to license additional Chipset Module Source Code, then the provisions
for such additional licenses and associated fees shall be as set forth in the February
2007 Amendment and the April 2007 Amendment.






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	E-2-2
	 	At the end of the License Term, if Licensee has not utilized all of the
Chipset Module Source Code licenses set forth in Item 2.1.0 of Supplement XVIII, then
the remainder of the Chipset Module Source Code licenses shall expire and no longer be
available.







	F.	 	Tool Subscription License and Maintenance.





	 	 	 	 	 	 	 
	 	 	F-1	 	The Tool Subscription License includes the following deliverables: (i) Object Code
Tools that are available at the commencement of the License Term; (ii) Source Code Tools
that are available at the commencement of the License Term; (iii) Object Code Tools that
are made commercially available by Phoenix during the License Term, if and when available;
and (iv) Source Code Tools that are made commercially available by Phoenix during the
License Term, if and when available.
	 
	 	 	 	 	 	 
	 	 	F-2	 	Subject to the provisions of this Amendment, during the License Term, Phoenix grants
Licensee a non-exclusive, non-transferable limited license to internally use the Internal
Use Tools, but solely for the following purposes:
	 
	 	 	 	 	 	 
	 	 	 	 	(i) for the Source Code Tools: (a) modifying and creating derivative works for use in
connection with Phoenix CSS software programs, (b) compiling the Source Code Tools of the
derivative works into Object Code for internal testing and evaluation in connection with
Phoenix CSS software programs, and (c) internal Licensee maintenance and defect correction
of such derivative works; and
	 
	 	 	 	 	 	 
	 	 	 	 	(ii) for the Object Code Tools: (a) internal testing in connection with Phoenix CSS
software programs, and (b) evaluations in connection with Phoenix CSS software programs.
	 
	 	 	 	 	 	 
	 

	 	 	 	F-2-1
	 	Licensee shall not itself, nor permit any third party to: (i) sublicense,
distribute or disclose the Internal Use Tools, in whole or in part, to any third
party; (ii) alter, remove, disable or suppress the display of any copyright,
trademark, trade name, logo or trade dress included as part of the Internal Use
Tools; or (iii) modify, translate, reverse engineer, decompile or
disassemble any Internal Use Tools provided in Object Code.
	 
	 	 	 	 	 	 
	 

	 	 	 	F-2-2
	 	The Internal Use Tools shall be for Licensee’s internal use by multiple
users up to [**] users at the following authorized location: Quanta Computers, Inc.,
No. 188, Wen Hwa 2nd Road, Kei Shan Hsiang, Tao Yuan Shien, Taiwan, R.O.C.
	 
	 	 	 	 	 	 
	 

	 	 	 	F-2-3
	 	Subject to Section F-2-4 of these Special Requirements, in the event that
Licensee desires to add a facility or provide notification of a change in address of
a facility, then Licensee will provide written notification to Phoenix, where such
notification may be via electronic mail to ptec_legal@phoenix.com.
	 
	 	 	 	 	 	 
	 

	 	 	 	F-2-4
	 	Licensee shall not allow (a) more than [**] users to access the Internal
Use Tools or (b) any facilities operated by affiliates, manufacturers or contractors
of Licensee to access the Internal Use Tools, unless the parties agree in writing to
additional license rights and payment of fees.
	 
	 	 	 	 	 	 
	 	 	F-3	 	Notwithstanding the provisions of Section F-2 of these Special Requirements, and
subject to the provisions of this Amendment, during the License Term, Phoenix hereby
grants Licensee a non-exclusive, non-transferable limited license to use, reproduce, have
reproduced, perform, display and redistribute the Redistribution Tools, but only for use
with or incorporation into Licensee Products.
	 
	 	 	 	 	 	 
	 

	 	 	 	F-3-1
	 	Redistribution Tools may be redistributed on a CD, ROM or other physical
media with Licensee Product. Redistribution Tools used for flashing may also be
distributed on Licensee’s website.
	 
	 	 	 	 	 	 
	 

	 	 	 	F-3-2
	 	Licensee shall not itself, nor permit any third party to: (i) sublicense,
distribute, or disclose to any third party the (a) Internal Use Tools which are
Source Code Tools, in whole or in part, or (b) Internal Use Tools provided in Object
Code, in whole or in part; (ii) allow or permit any Business Entity to redistribute,
sublicense, or disclose the Redistribution Tools (except if such Redistribution Tools
are provided on a physical media incorporated into or with Licensee Product); (iii)
re-brand the Redistribution Tools as Licensee’s own tools; or (iv) sublicense,
distribute or disclose such Redistribution Tools, in their entirety, to Competitors.
	 
	 	 	 	 	 	 
	 

	 	 	 	F-3-3
	 	For purposes of clarification, no per unit royalties shall be payable by
Licensee to Phoenix for redistribution of the Redistribution Tools.
	 
	 	 	 	 	 	 
	 	 	F-4	 	During the License Term, Phoenix shall provide Tool Subscription Maintenance for the
Tools, if and when available. Licensee is authorized to use the deliverables disclosed
pursuant to Tool Subscription Maintenance activities at the authorized facilities and for
the purposes as set forth in this Section F of these Special Requirements.
	 
	 	 	 	 	 	 
	 

	 	 	 	F-4-1
	 	Licensee shall not allow the deliverables disclosed pursuant to Tool
Subscription Maintenance activities to be accessed by any facilities operated by
affiliates, manufacturers or contractors of Licensee, unless the parties agree in
writing to additional rights and payment of fees.






 









 






	 	 	 	 	 	 	 
	 	 	F-5	 	Thirty (30) days prior to the end of the License Term and/or any renewal thereof,
Licensee may obtain renewal for the Tool Subscription License (including the Tool
Subscription Maintenance) by (i) an amendment to the Agreement; or (ii) using the
procedure for additional Deliverables, as set forth in Section 4 of the Agreement. In the
event that Licensee provides Phoenix with a purchase order for the renewal of the Tool
Subscription License (including the Tool Subscription Maintenance), then such purchase
order shall at a minimum include the following information: (i) reference to
the Agreement by agreement number; and (ii) the Phoenix product name: “Tool Subscription
License – Redistribution and Internal Use (including the Tool Subscription Maintenance)”.
For purposes of clarification, any renewal term of the Tool Subscription License
(including the Tool Subscription Maintenance) shall be for a period of [**], unless
otherwise agreed by the parties, in writing.
	 
	 	 	 	 	 	 
	 

	 	 	 	F-5-1
	 	Licensee agrees to pay Phoenix the annual fees for such Tool Subscription
License (including the Tool Subscription Maintenance) renewal, pursuant to provisions
of Supplement XVIII and Section 5 of the Agreement.
	 
	 	 	 	 	 	 
	 

	 	 	 	F-5-2
	 	Phoenix reserves the right, at its option, to update the Tool Subscription
License (including the Tool Subscription Maintenance) fees, as set forth in Supplement
XVIII, upon [**] written notification to Licensee, where such updated fees shall be
applicable at the next renewal period.
	 
	 	 	 	 	 	 
	 	 	F-6	 	For purposes of clarification, the Tool Subscription License (including the Tool
Subscription Maintenance) does not include any Services or Support Services (including but
not limited to customization, modifications, implementation, or consultation), as defined
in the Agreement. If Licensee desires to obtain Services or Support Services from Phoenix
related to the Tool Subscription License (including the Tool Subscription Maintenance),
then the parties agree to set forth in writing the terms for such Services or Support
Services and the associated fees.







	G.	 	Support Services.





	 	 	 	 	 	 	 
	 	 	G-1	 	Subject to the provisions of the December 2005 Amendment, during the Support Services
Term, Phoenix agrees to provide the number of person days of Support Services set forth in
Item 4.1.0 of Supplement XVIII. The Support Services will be conducted at Phoenix’s
offices located in Taiwan or the People’s Republic of China.
	 
	 	 	 	 	 	 
	 	 	G-2	 	The fees for the number of person days of Support Services, as set forth in Item 4.1.0
of Supplement XVIII, are included in the Per Unit Fee for the Program Licenses.
	 
	 	 	 	 	 	 
	 	 	G-3	 	Prior to the end of the Support Services Term, if Licensee has used all of the person
days of Support Services set forth in Item 4.1.0 of Supplement XVIII, and Licensee desires
to obtain additional person days of Support Services, then the parties agree to set forth
in writing the terms for such additional person days of Support Services at Phoenix’s then
current per person day fee(s).
	 
	 	 	 	 	 	 
	 	 	G-4	 	At the end of the Support Services Term, if Licensee has not used all of the person
days of Support Services set forth in Item 4.1.0 of Supplement XVIII, then the remaining
person days of Support Services shall expire and no longer be available.






II.   The parties agree to modify the Agreement as follows:





	A.	 	Definitions. For purposes of this Section II of this Amendment, the following
definitions for the listed defined terms shall be applicable:





	 	 	 	 	 
	 

	 	A-1
	 	“December 29, 2005 Amendment” means the amendment to the Agreement dated December 29,
2005, bearing agreement number 60120108.
	 
	 	 	 	 
	 

	 	A-2
	 	[**]
	 
	 	 	 	 
	 

	 	A-3
	 	“Recover Mfg Programs” means the Phoenix Recover 6 Manufacturing – Object, which
includes Phoenix Recover Pro 6 – Object – 30 day trial version, as set forth in Item 1.1.2
of Supplement VIII to the December 29, 2005 Amendment.
	 
	 	 	 	 
	 

	 	A-4
	 	“TrustedCore Notebook Programs” means the TrustedCore Notebook – Object, in combination
with MultiKey Notebook – Object – MK/XL, as set forth in Item 1.1.1 of Supplement VIII to
the December 29, 2005 Amendment.







	B.	 	Termination of License.
Notwithstanding the
provisions of the December
29, 2005 Amendment, Phoenix
and Licensee hereby agree
that the license rights for
the TrustedCore Notebook
Programs and Recover Mfg
Programs shall no longer be
applicable and Licensee shall
have no further rights to
distribute such Programs
after [**].
	 
	C.	 	[**]





	 	 	 	 	 
	 

	 	C-1
	 	[**]







 












 





	 	 	 
	

	 	



TECHNOLOGY LICENSE AND SERVICES AGREEMENT






This Technology License and Services Agreement (“Agreement”) is entered into as of December 31,
2004 (the “Effective Date”) by and between Phoenix Technologies Ltd., having an office at 915
Murphy Ranch Road, Milpitas, California 95035 U.S.A. (“Phoenix”), and Quanta Computer, Inc., having
an office at No. 188, Wen Hwa 2nd Road, Kei Shan Hsiang, Tao Yuan Shien, Taiwan R.O.C.
(“Licensee”). In consideration of the benefits and obligations exchanged in this Agreement, the
parties agree as follows:





	1.	 	CERTAIN DEFINED TERMS. All terms in this Agreement with initial capitals have the
meanings set forth in Attachment II — Definitions, unless defined elsewhere. All defined
terms in singular form shall include the plural meanings of such terms and vice versa, if
applicable. All references to a Section, Attachment or Amendment mean a section, attachment
or amendment of this Agreement. All references to this Agreement include all attachments,
exhibits, exhibit amendments, and amendments.
	 
	2.	 	LICENSE GRANT. Phoenix grants Licensee a non-exclusive, non-transferable, worldwide and
royalty bearing license to use, reproduce, have reproduced, perform, display and distribute
the Programs, but solely: (a) for use with or incorporation into Licensee Products; and (b)
for the number of Program copies paid for by Licensee at the per Program copy license fees
specified in this Agreement. The licenses granted in this Agreement are subject to all terms,
conditions, requirements, restrictions and limitations set forth in this Agreement. All
rights not expressly granted are reserved by Phoenix.
	 
	3.	 	USE RESTRICTIONS. As a condition to the licenses granted in this Agreement, Licensee shall
not itself, nor permit any third party to: (a) sublicense, sell, or otherwise distribute any
Program copies separately from Licensee Products, (b) alter, remove, disable or suppress the
display of any end-user license agreement, copyright, trademark, trade name, logo or trade
dress included as part of the Programs, or (c) modify (except as otherwise set forth in this
Agreement), translate, reverse engineer, decompile, or disassemble any Programs.
	 
	4.	 	ADDITIONAL DELIVERABLES.
	 
	4.1	 	The parties may subsequently add Deliverables, services and/or other items available by
Phoenix, to this Agreement using any one of the following methods:
	 
	 	 	Method I: (a) Licensee issues a purchase order to Phoenix for such Deliverables, services
and/or other items, referencing this Agreement; (b) Phoenix issues an invoice to Licensee; (c)
Phoenix delivers the relevant Deliverables, services and/or other items to Licensee; and (d)
Licensee pays Phoenix the applicable fees. Each invoice issued by Phoenix in response to
Licensee’s purchase order shall constitute an Amendment to this Agreement.
	 
	 	 	Method II: (a) Phoenix issues a quotation to Licensee for any such Deliverables, services
and/or other items; (b) Licensee issues a purchase order to Phoenix for the Deliverables,
services and/or other items listed in the Phoenix quote, provided that Licensee’s purchase
order must mirror the prices and other terms listed in the Phoenix quote and references this
Agreement; (c) Phoenix delivers the relevant Deliverables, services and/or other items to
Licensee; and (d) Licensee pays Phoenix the applicable fees. Each purchase order issued by
Licensee in response to Phoenix’s quotation shall constitute an Amendment to this Agreement.
	 
	 	 	Method III: a written amendment to this Agreement, signed by the parties.
	 
	4.2	 	The terms and conditions of any invoice, purchase order or other business form or written
authorization used by Licensee will have no effect on the rights, duties or obligations of the
parties with respect to any subsequent Deliverables, services, and/or other items available
from Phoenix, regardless of the failure of Phoenix to object to those terms or conditions.
	 
	4.3	 	The parties agree that all subsequent Deliverables, services, and/or other items provided by
Phoenix to Licensee shall be subject to the terms of this Agreement (unless otherwise provided
in a written agreement duly executed by an authorized representative of each party).
	 
	5.	 	FEES AND PAYMENT TERMS.
	 
	5.1	 	Licensee will pay Phoenix all fees in accordance with the terms of this Agreement. Except as
otherwise specified in this Agreement, Licensee will pay all amounts due on net [**] terms
from Phoenix’s invoice date, in United States currency. All amounts due under this Agreement
are non-cancelable, and are an absolute commitment.
	 
	5.2	 	Licensee agrees to pay Phoenix the per-Program copy royalty set forth in this Agreement
(“Royalties”) for each copy of a Program reproduced on a Licensee Product. Licensee will
account for and pay all Royalties owed to Phoenix by submitting monthly Royalty reports to
Phoenix, in the form as set forth in Attachment X – Document Forms; Form A – Royalty Report
Form or in a form reasonably acceptable to Phoenix. Each such report shall be provided to
Phoenix within thirty (30) days after the end of the subject month, and will be signed by a
representative of Licensee who has certified that, based on a review of Licensee’s records
kept in accordance with generally accepted accounting principles, such report accurately sets
forth the number of Program copies reproduced on Licensee Products during the subject month.
With each Royalty report, Licensee will submit payment for all Royalties due Phoenix pursuant
to such report. Licensee’s obligation to furnish monthly Royalty reports and to make monthly
Royalty payments to Phoenix will continue for as long as Licensee distributes any Programs on
Licensee Products. Royalty reports are required even if Licensee reports no distribution of
any Programs during a particular month. If Licensee completely stops distributing Programs,
Licensee will promptly provide Phoenix with a final monthly Royalty report, a final Royalty
payment for the full amount of all Royalties due, and a written certification that Licensee
has stopped all distribution of Programs on Licensee Products.
	 
	5.3	 	Notwithstanding the terms of Section 5.2, Licensee will not be required to report Royalties
to Phoenix if, for each and every copy of a Program reproduced on a Licensee Product, Licensee
purchases a Phoenix Program label and affixes such labels to each such Licensee Product.
Licensee shall purchase Program labels by issuing purchase orders to Phoenix for such Program
labels. The price for Program labels shall be the per-Program copy royalties set forth in
this Agreement. Phoenix will accept all properly issued purchase orders for Program labels
and will deliver the same to Licensee in consideration of Licensee’s payment. The terms and
conditions of any invoice, purchase order or other business form or written authorization used
by Licensee will have no effect on the rights, duties or obligations of the parties with
respect to purchase of Program labels, regardless of the




 









 






	 	 	failure of Phoenix to object to those terms or conditions. Licensee agrees to: (a) order a
minimum of [**], in United States currency, for Program labels per purchase order or as
otherwise set forth in this Agreement; and (b) consume Program labels during its manufacturing
process by firmly affixing the same to each Licensee Product containing a copy of a Program.
Unless otherwise agreed by the parties, Licensee agrees that it shall not obtain Program
labels from any source other than Phoenix.
	 
	5.4	 	During the term of this Agreement and for a period of [**] thereafter, Licensee agrees that
Phoenix may hire an independent accounting firm to audit all relevant books and records for
the sole purpose of determining Licensee’s compliance with the obligations of this Agreement.
Phoenix shall not conduct such an audit more than [**] period. Any such audit will be
conducted at Licensee’s premises during regular business hours, after reasonable notice, and
in a manner that will not unduly interfere with Licensee’s normal business practices.
Licensee will provide all reasonable assistance and cooperation that Phoenix may request
during any audit. Licensee will promptly pay Phoenix the full amount of any underpayment
revealed by an audit, and if such amount represents an underpayment of [**] or more, Licensee
shall promptly reimburse Phoenix for the reasonable cost of such audit.
	 
	5.5	 	All amounts payable to Phoenix under this Agreement are exclusive of any taxes and other
charges imposed by any federal, state, local, or other governmental entity. Licensee shall be
responsible for, and if necessary reimburse Phoenix for any such taxes and charges, except for
taxes based on Phoenix’s net income.
	 
	6.	 	DELIVERY. Unless otherwise set forth in this Agreement, Phoenix will deliver the
Deliverables to Licensee [**] days after final execution of this Agreement, an Amendment, or
in response to Licensee providing a purchase order to Phoenix. If delivery is via common
carrier, then it will be FOB, origin Phoenix’s facility. If delivery is via Phoenix’s WWW or
FTP site, then: (a) Phoenix will provide Licensee with all information needed to download such
Deliverables; and (b) Licensee shall be deemed to have downloaded and taken possession of
all Deliverables on the same date Phoenix provides Licensee with the information required to
complete such download.
	 
	7.	 	OWNERSHIP. All Deliverables and Modifications, made by Phoenix or on behalf of Phoenix, are
the proprietary property of Phoenix and/or its suppliers. Except to the extent expressly
authorized in this Agreement, Licensee shall have no right to (nor will allow any third party
to) sell, assign, lease, transfer, encumber, or otherwise suffer to exist any lien or security
interest on the Deliverables (or Modifications, made by Phoenix or on behalf of Phoenix).
	 
	8.	 	WARRANTIES AND DISCLAIMERS.
	 
	8.1	 	Phoenix warrants to Licensee that the Programs and Tools, in their unmodified form and when
used as authorized under this Agreement, will perform materially in accordance their
Specifications for a period of [**] from the date initially delivered to Licensee (the
“Warranty Period”). If, during the Warranty Period, the Programs do not perform materially in
accordance with their Specifications, Phoenix shall use commercially reasonable efforts to
rectify the non-conformity. If Phoenix determines that the preceding option is commercially
impractical, then Phoenix shall [**], and in such event, any licenses granted by Phoenix to
Licensee for such Programs shall terminate. Phoenix warrants that it will perform any services
provided under this Agreement in a professional manner, and in accordance with generally
recognized commercial practices and standards.
	 
	8.2	 	THE PROVISIONS OF THIS SECTION 8 STATE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO LICENSEE.
PHOENIX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING OR
RELATING TO ANY PROGRAMS, TOOLS OR SERVICES FURNISHED OR PROVIDED TO LICENSEE UNDER THIS
AGREEMENT. PHOENIX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
	 
	9.	 	INDEMNIFICATION BY PHOENIX.
	 
	9.1	 	[**]. Phoenix will, at its own expense, defend, indemnify and hold Licensee harmless from any
claim made or threatened or any suit or proceeding brought against Licensee to the extent
based on an allegation that any Program furnished to Licensee under this Agreement infringes
[**] copyright or patent in existence on the date such Program was provided to Licensee, but
only if Licensee: (a) notifies Phoenix in writing within a reasonable period of time (such
that Phoenix suffers no prejudice to its rights) of such action; (b) gives Phoenix the right
to control and direct the defense and settlement of such action; (c) makes no compromise,
settlement or admission of liability; and (d) provides reasonable assistance and cooperates in
the defense of such action. Subject to the limitations set forth in Section 11, Phoenix shall
pay any resulting damages, costs and expenses finally awarded to a third party, including but
not limited to reasonable attorney’s fees. Phoenix will have no responsibility for the
settlement of any claim, suit or proceeding made by Licensee without Phoenix’s prior written
approval.
	 
	9.2	 	If any Program is held to infringe and the use of such Program is enjoined, Phoenix will at
its expense, either [**], and at such event, any licenses granted by Phoenix to Licensee for
such Program shall terminate.
	 
	9.3	 	Phoenix’s obligations as stated in this Section 9 will not apply to any claim, suit or
proceeding to the extent it is based on: (a) any modification of the Programs other than by
Phoenix or the combination of the Programs with non-Phoenix hardware or software, if the
claim, suit or proceeding would have been avoided if the Programs had not been so modified or
combined; or (b) any use of the Programs not authorized by this Agreement.
	 
	9.4	 	This Section 9 sets forth the entire obligation of Phoenix, and Licensee’s exclusive remedy,
for the actual or alleged infringement by any Deliverables of any patent, copyright, trade
secret or other intellectual property right of any person or entity.
	 
	10.	 	INDEMNIFICATION BY LICENSEE. Licensee will, at its own expense, defend, indemnify and hold
Phoenix harmless from any claim made or threatened or any suit or proceeding brought against
Phoenix to the extent based on an allegation that any Licensee Product which uses or
incorporates a Program infringes a [**] copyright or patent, but only if Phoenix: (a)
notifies Licensee in writing within a reasonable period of time (such that Licensee suffers no
prejudice to its rights) of such action; (b) gives Licensee the right to control and direct
the defense and settlement of such action; (c) makes no compromise, settlement or admission of
liability; and (d) provides reasonable assistance and cooperates in the defense
of such action. Subject to the limitations set forth in Section 11, Licensee shall pay any
resulting damages, costs and expenses finally awarded to a third party, including but not
limited to reasonable attorney’s fees. Licensee will have no responsibility for the
settlement of any claim, suit or proceeding made by Phoenix without Licensee’s prior written
approval.
	 
	11.	 	LIMITATION OF LIABILITY.




 









 






	11.1	 	IN NO EVENT WILL EITHER PARTY BE LIABLE TO EACH OTHER OR TO ANY THIRD PARTY FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, EVEN IF THE PARTY TO BE CHARGED HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
	 
	11.2	 	IN NO EVENT WILL PHOENIX’S TOTAL LIABILITY UNDER ANY OR ALL PROVISIONS OF THIS AGREEMENT FOR
ALL CAUSES OF ACTION ON A CUMULATIVE BASIS EXCEED THE PAYMENTS ACTUALLY MADE TO PHOENIX UNDER
THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING [**] PERIOD. NOTWITHSTANDING THE FOREGOING,
EACH PARTY’S TOTAL LIABILITY UNDER SECTIONS 9 AND 10 SHALL NOT EXCEED [**].
	 
	11.3	 	THE PARTIES AGREE THAT PHOENIX HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE
UPON THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION 11, WHICH REPRESENT A BARGAINED-FOR
ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF
ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND FORMS AN ESSENTIAL BASIS OF THE
BARGAIN BETWEEN THE PARTIES.
	 
	12.	 	CONFIDENTIALITY.
	 
	12.1	 	Each party (as “Discloser”) may disclose to the other party (as “Recipient”) information in
written, electronic or other tangible form consisting of commercial, financial, legal,
technical and other information that is considered by the Discloser to be of a confidential
and proprietary nature and (a) is marked or identified as confidential or (b) by their nature
would be deemed to be confidential (“Confidential Information”). If the Discloser provides
Confidential Information to the Recipient in oral form, this Section 12 will apply if the
Discloser (a) identifies such information as Confidential Information at the time it is first
disclosed to the Recipient; and (b) confirms in writing to the Recipient within thirty (30)
days of disclosure the fact that such information is deemed Confidential Information by the
Discloser. The written confirmation shall include a summary of the information the Discloser
deems confidential.
	 
	12.2	 	Except to the extent otherwise expressly permitted by this Agreement, the Recipient shall not
copy, distribute, disclose, or otherwise disseminate any Confidential Information to any third
party without the Discloser’s prior written consent.
	 
	12.3	 	The Recipient shall safeguard all of the Discloser’s Confidential Information using the same
degree of care as it uses to safeguard its own confidential and proprietary information of a
like nature, provided that it shall never use less than a reasonable degree of care. The
Recipient will promptly report any unauthorized disclosure or use of the Discloser’s
Confidential Information and will take any further actions that are reasonably requested by
the Discloser to prevent or remedy any such violation.
	 
	12.4	 	Except as otherwise set forth in this Agreement, a Recipient’s obligation to maintain the
confidentiality of the other’s Confidential Information shall continue for a period of five
(5) years from the date of termination of this Agreement.
	 
	12.5	 	If the Recipient is served with a subpoena, demand, writ, summons, citation, order for
disclosure of documents or other legal process in any way concerning the Confidential
Information of Discloser, the Recipient shall notify the Discloser immediately in writing, and
both parties shall cooperate in any lawful effort to contest the validity of such subpoena or
legal process and to ensure that the confidentiality of such Confidential Information is
maintained during the pendency of such legal process.
	 
	12.6	 	This Agreement imposes no obligation upon a Recipient with respect to any information that
the Recipient can show: (a) was rightfully in the Recipient’s possession before
receipt from the Discloser, (b) is or becomes a matter of public knowledge through no fault of
Recipient or any third party; (c) is rightfully received by the Recipient from a third
party without a duty of confidentiality; or (d) is independently developed by the Recipient
without any reference to any Confidential Information. The Recipient shall have the burden of
proving the applicability of any of the above exceptions. If any portion of a Discloser’s
Confidential Information falls within one of the above exceptions, the remainder of the
Confidential Information shall continue to be subject to the terms and conditions of this
Agreement.
	 
	12.7	 	This Agreement and its contents are Confidential Information. Either party may publicly
state the fact that Licensee is Phoenix’s customer, but any further statement requires advance
written permission from the other party.
	 
	13.	 	TERM AND TERMINATION.
	 
	13.1	 	The term of this Agreement shall commence on the Effective Date and shall continue for a
period of [**] years thereafter, unless earlier terminated by either party pursuant to this
Section.
	 
	13.2	 	Either party may terminate this Agreement upon [**] written notice to the other party if the
other party is in material breach of this Agreement and such material breach is not cured
within such period.
	 
	13.3	 	If either party: (a) becomes insolvent; (b) makes an assignment for the benefit of creditors;
(c) files or has filed against it a petition in bankruptcy or seeking reorganization; (d)
has a receiver appointed; and/or (e) institutes any proceedings for liquidation or winding up;
then the other party may terminate this Agreement immediately by written notice.
	 
	13.4	 	Within ten (10) days after expiration or termination of this Agreement, each party shall (a)
return or destroy the original and all copies of any Confidential Information (including all
Deliverables) in its possession or control, including but not limited to all copies contained
on any magnetic or optical storage device owned or controlled by such party, and (b) provide
the other with a statement, signed by a authorized officer of such party, that the originals
and all copies have been returned or destroyed. Upon expiration or termination, all licenses
granted in this Agreement will cease and shall have no further effect; provided that end users
of the Programs shall be permitted the continued and uninterrupted use. Upon expiration or
termination, each Party will remain obligated under this Agreement for transactions that have
already been completed and to those parts of the Agreement relating to ownership,
confidentiality, warranties, indemnity, limitation of liability, payment terms, obligations
upon expiration or termination, and any other applicable provisions which by their nature
would survive any such expiration or termination of this Agreement.
	 
	14.	 	GENERAL.
	 
	14.1	 	Assignment. No assignment by Licensee (by operation of law or otherwise) of any of
its rights or obligations under this Agreement shall be effective without the prior written
consent of Phoenix, which consent will not be unreasonably withheld. Subject to the foregoing
sentence, this Agreement shall be binding upon and inure to the benefit of the parties, their
successors and permitted assigns.
	 
	14.2	 	Governing Law and Jurisdiction. This Agreement shall be governed and construed in
accordance with the laws of the State of California, without reference to its conflict of law
rules. The parties agree to submit to the non-exclusive jurisdiction of the Superior Court of
Santa Clara County, California and/or to




 









 






	 	 	the jurisdiction of the United States District Court for the Northern District of California
with respect to any legal action related to this Agreement. The United Nations Convention on
Contracts for the International Sale of Goods is expressly excluded from application to this
Agreement.
	 
	14.3	 	Partial Invalidity; Waiver. In the event that any provision of this Agreement is
held by a court of competent jurisdiction to be invalid, such provision shall be severed from
this Agreement and shall not affect the validity of this Agreement as a whole or any of its
other provisions. No waiver of any provision of this Agreement shall be effective unless it
is set forth in a writing that refers to the provision so waived and is executed by an
authorized representative of the party waiving its rights. No failure or delay by either
party in exercising any right, power or remedy will operate as a waiver of any such right,
power or remedy
	 
	14.4	 	Injunctive Relief. Each party agrees that any actual or threatened breach of the
confidentiality and licensing provisions of this Agreement will likely cause substantial harm
to the non-breaching party that cannot be cured by money damages, therefore, either party may
seek equitable relief upon request to protect such rights under this Agreement.
	 
	14.5	 	Notices. Any notice required or permitted to be made or given by either party
will be deemed sufficiently made or given on the date of issuance if sent by certified mail,
commercial courier, personal delivery, or a similar delivery method with a receipt for
delivery. Any notice shall be addressed to the other party at the address in the header of
this Agreement or to such other address as a party may designate by written notice given to
the other party. Notices to Phoenix shall be sent to the attention of the General Counsel.
	 
	14.6	 	Export. Each party agrees that it will not, nor will it permit any third party to,
export or re-export the Deliverables, in any form, without first obtaining any required United
States and/or other governmental licenses or other authorization. By entering into this
Agreement, Licensee represents and warrants that it is not: (a) located in or under the
control of, nor is a national or resident of, any U.S. embargoed country; and (b) listed on,
or under the control of any person listed on, the U.S. Treasury Department’s list of Specially
Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.
	 
	14.7	 	Entire Agreement. The provisions of this Agreement (including any attachments,
exhibits, exhibit amendments and amendments) constitute the entire agreement between the
parties and supersede all prior agreements, oral or written, and all other communications
relating to the subject matter of this Agreement.




As shown by its signature below, each party agrees to all provisions of this Agreement and
has caused this Agreement to be executed on the date specified below by an individual authorized to
sign on behalf of such party.




	 	 	 	 	 	 	 	 	 	 	 
	Phoenix: Phoenix Technologies Ltd.	 	 	 	Licensee: Quanta Computer, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date: