##### 



EXHIBIT 10.13
 OEM SERVICE PROVIDER LICENSE AGREEMENT
RSA SECURITY, INC.
  Enterprise Name (You): iPass Inc.
    
    Jurisdiction of Incorporation:CaliforniaStreet Address: 3800 Bridge Parkway
    
    State & Zip Code: California 94065City: Redwood ShoresEnterprise Legal Contact (Name & Title):Agreement Number:0200-iPA-SER-2
  1. DEFINITIONS
  1.1 Distributor
 1.2 End User Customer
 1.




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1.3 Licensed Product(s)
 1.4 Licensed Service(s)
 1.5 RSA Software
 1.6 Updates
 1.7 User Manual
 1.8 Subscriber
 2. LICENSES
 2.1 License Grant.
 2.1.1
 2.




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##### 



2.1.2
 2.2 Limitations on Licenses.
 3. OWNERSHIP/PROPRIETARY RIGHTS
 3.1 RSA Software Title.
 3.2 RSA Copyright Notices.
 3.3 Trademarks.
 3.




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##### 



4. LICENSE FEES
 4.1 License Fees.
 4.2 Terms of Payment  General. st
 4.3 Licenses with Ongoing Royalties.
 4.3.1 Prepayments and Ongoing Royalty Payment. th
 4.3.2 Licensing Report and Records. th
 4.




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4.3.3 Evaluation Copies.
 4.4 Maintenance and Support Service.
 5. LIMITED WARRANTY
 5.1 Limited Warranty.
 5.2 Error Correction.
 5.




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5.3 DISCLAIMER. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN THIS SECTION 5, THE RSA
SOFTWARE IS PROVIDED AS IS WITHOUT ANY WARRANTY WHATSOEVER. RSA DISCLAIMS ALL WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, UNLESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YOU
SHALL NOT (AND SHALL TAKE ALL MEASURES NECESSARY TO INSURE THAT YOUR AGENTS AND EMPLOYEES DO NOT)
MAKE OR PASS THROUGH ANY WARRANTY ON BEHALF OF RSA TO ANY DISTRIBUTOR, END USER CUSTOMER OR OTHER
THIRD PARTY.
 6. YOUR ADDITIONAL OBLIGATIONS
 6.1 Use of RSA Seal.
 6.2 Representations Regarding RSA Software.
 6.3 Customer Support.
 6.4 License Agreements.
 6.




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7. CONFIDENTIALITY
  8. LIMITATION OF LIABILITY
 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS OF THE CAUSE OR FORM OF ACTION,
NEITHER PARTYS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED,
EXCEPT FOR RSAS LIABILITY ARISING UNDER SECTION 9 AND YOUR LIABILITY ARISING UNDER SECTIONS 2 AND
9 OF THIS AGREEMENT.
 9. INTELLECTUAL PROPERTY INDEMNITY
 9.1 Duty to Defend.
 9.2 RSA Options.
 9.3 Claims for Which RSA is Not Responsible.
 7.




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9.4 Exclusive Remedy.
 10. PRESS RELEASE
 10.1 Joint Press Release.
 11. TERM AND TERMINATION
 11.1 Term.
 11.2 Termination.
 11.3 Insolvency.
 8.




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11.4 Effect of Termination.
 11.5 Survival of Certain Terms.
 12. MISCELLANEOUS PROVISIONS
 12.1 Governing Law and Jurisdiction.
 12.2 Assignability.
 12.3 Entire Agreement.
 12.4 Remedies Non-Exclusive.
 12.5 Notices.
 9.




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12.6 Export Compliance and Foreign Reshipment Liability.
 12.7 Federal Government License.
 10.




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In Witness Whereof
  iPass, Inc.
 By:
    
    /s/ Donald C. McCauley
 Printed Name:
    
    Donald C. McCauley
 Title:
    
    Vice President and Chief Financial Officer
 Date:
    
    2/28/2000
 RSA Security Inc.
 By:
    
    /s/ Narendra Goel
 Printed Name:
    
    Narendra Goel
 Title:
    
    Director, Finance and OPS
 Date:
    
    2/29/2000
   11.




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License Product/Service Schedule Exhibit
RSA Security, Inc.
(Solely for the use with any combination
of RSA Software that includes the SSL-C Software)
  Enterprise Name (You)
    
    iPass Inc.RSA Software
    
    BSAFE® SSL-Cv. 1.1, consisting of all algorithms,
provided by the Affiliate from its facilities in
Australia on platforms that include, but are not
limited to, Windows NT, Solaris and Linux.Field of Use Limitation:
    
    No rights are granted with respect to the use of
RSA Software to issue digital certificates except
for supporting Licensed Products or Services and
their internal use by Your Customers. You shall
not directly or indirectly expose the SSL-C
Utility Application (defined below) executable
program as contained in the RSA Software within
the Licensed Service. For the purpose of this
Field of Use Limitation, SSL-C Utility
Application shall mean a command-line utility
executable program, (i.e., SSL-C.) included in
the SSL-C toolkit. Such utility application
includes the following utilities; SSL
certificate, general diagnostic, key, and cipher
(the Utilities). The Utilities shall be used
solely for your developers testing and
validation of the SSL functionality within the
Licensed Service and shall not be licensed or
included with any distribution of the Licensed
Service.
 Exhibit Number: Agreement Number:
 Licensed Service
 Three Year Annual License Fees
   1.




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Special Terms and Conditions
 1.
    
    For the purpose of this LPS, Affiliate shall mean RSA Security Australia PTY, Ltd. a majority
owned subsidiary of RSA, having a principal address at Level 35, Riverside Centre, 123 Eagle
Street, Brisbane, Queensland 4000, Australia.2.
    
    As soon as practicable, but in no event later than December 2, 2000. You shall incorporate
the RSA Software into Your Licensed Service (the New Version) and make such New Version
available to all of Your new customers acquired after incorporation of the RSA Software. You
shall provide RSA with a copy of the New Version for its review and inspection (for the sole
purposes of verifying Your compliance set forth hereunder and Your compliance with the terms
and conditions of the Agreement) prior to Your release to Your new customers but in no event
later than November 18, 2000. In the event RSA does not notify You within ten (10) business
days of any problems or concerns with the New Version relating to the purposes set forth
above, such New Version shall be deemed to be approved by RSA.3.
    
    As soon as practicable, but in no event later than September 1, 2001. You shall make the New
Version available to all new or existing customers and You shall use commercially reasonable
efforts to cause Your existing customers to upgrade to the New Version.4.
    
    You shall discontinue shipping any and all versions of the Licensed Service containing RSA
*Ref and/or SSLeay as soon as the New Version is available, but in no event later than
December 2, 2000.5.
    
    Section 1.1 of the Agreement is hereby modified by deleting such Section in its entirety and
replacing it with the following Distributor means an Internet service provider, dealer or
distributor in the business of relicensing or distributing the Licensed Service to End User
Customers, directly or through one or more Distributors by virtue of authority granted by You.
Licensed Products offered by a Distributor shall bear Your trademarks and service marks and
shall not be privately labeled by such Distributor or other parties. A Distributor shall have
no right to add to or modify any part of a Licensed Product.6.
    
    Section 1.2 of the Agreement is hereby modified by deleting such Section in its entirety and
replacing it with the following: End User Customer means a person or entity receiving the
Licensed Service from You or a Distributor for personal or internal use and primarily not for
resale, redistribution or other transfer of such Licensed Service to any other person or
entity.
 2.




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7.
    
    Section 1.3 of the Agreement is hereby modified by deleting the third, fourth and fifth
sentence of such Section and replacing them with the following: A Licensed Product shall
consist of a component installed at a Distributor location (a Distributor Copy) and a
component installed at Your facilities (an iPass Copy). Each component of a Licensed
Product shall be capable of operating only with other components, but Distributor Copies can
operate only with an iPass Copy and not with other Distributor Copies. The iPass Copies must
be owned and operated solely by You at Your sites.8.
    
    Section 1.4 of the Agreement is hereby modified by deleting the last sentence of such Section
in its entirety and replacing it with the following: Only You or Your Distributors through
You, may provide the Licensed Service.9.
    
    Section 1.8 of the Agreement is hereby modified by deleting such Section in its entirety.10.
    
    Section 2.1.1 of the Agreement is hereby modified by (a) deleting in a Client Licensed
Product from subsection (iii) of such Section and replacing it with the following: in a
Distributor Copy; (b) adding after any reference to employees in subsection (iv) or
contractors; and (c) adding the following to the end of such Section: provided that you
agree to assume liability for any material breach caused by the acts or omissions of Your
contractors.11.
    
    Section 2.2 of the Agreement is hereby modified by deleting Client Licensed Product from
the first sentence of such Section and replacing it with the following:  Distributor Copy.12.
    
    Section 4.3.3 of the Agreement is hereby modified by deleting copies of Client Licensed
Products from the first sentence of such Section and replacing it with the following:
Distributor Copies.13.
    
    Section 5.1 of the Agreement is hereby modified by deleting the first sentence of such
Section in its entirety and replacing it with the following: During the first ninety (90)
days following implementation of the RSA Software in accordance with the Licensed
Product/Service Schedule Exhibit, but in no event later than December 2, 2000, RSA shall
warrant that the RSA Software will operate in material conformance to RSAs published
specifications for the RSA Software provided that You notify RSA of such implementation date.14.
    
    Section 6.1 of the Agreement is hereby modified by deleting in such Licensed Products
start-up splash screen and from the second sentence of such Section.15.
    
    Section 6.4 of the Agreement is hereby modified by deleting Client Licensed Product from
the first sentence of such Section and replacing it with the following: Distributor Copy.16.
    
    Section 7 of the Agreement is hereby modified by deleting such Section in its entirety and
replacing it with the following: Each party agrees to maintain all Confidential
Information received from the other party, both orally and in writing, in confidence and
agrees not to disclose or otherwise make available such information to any third party
 3.




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##### 



without the prior written consent from the Disclosing Party. For the purpose of this
Agreement, Confidential Information shall mean the terms of this Agreement, any License
Fees or accounting information provided by one party to the other in performance hereof and
information clearly marked confidential if given in writing or if given orally, identified
as confidential orally prior to disclosure. Each party may at its option, reduce oral
Confidential Information to writing, mark as Confidential Information and forward such
writing to the other party. Each party further agrees to use the Confidential Information
only for the purpose of performing the Agreement. No information shall be deemed
confidential unless so marked if given in writing or, if given orally, identified as
confidential orally prior to disclosure. The Receiving Partys obligations of non-disclosure
under this Agreement shall not apply the information which (a) is or becomes a matter of
public knowledge through no fault of or action by the Receiving Party; (b) was rightfully in
the Receiving Partys possession prior to receipt from the Disclosing Party; (c) subsequent
to disclosure, is rightfully obtained by the Receiving Party from a third party who is
lawfully in possession of such Confidential Information without restriction; (d) is
independently developed by the Receiving Party without resort to Confidential Information
which is confidential under this Agreement, and can so be proven by written records; or (e)
is required by law or judicial order, provided that prior written notice of such required
disclosure is furnished to the Disclosing Party as soon as practicable in order to afford
the Disclosing Party an opportunity to seek a protective order and that if such order cannot
be obtained disclosure may be made without liability. The obligation of confidentiality
shall extend for a period of five (5) years following termination or expiration of this
Agreement. The parties agree that either party may disclose the existence of this
Agreement, and that You are an OEM of the RSA Software and that any publicly announced
Licensed Service uses the RSA Software. Notwithstanding the any of the foregoing, in the
event a Disclosing Party discloses a trade secret to the other party, the Confidential
provisions set forth in this Section shall survive the Agreement in perpetuity provided that
the trade secret is clearly marked confidential if given in writing and forwarded to the
other party within thirty (30) days following disclosure.17.
    
    Section 9.1 of the Agreement is hereby modified by (a) deleting and pay any award from the
first sentence of such Section and replacing it with the following: and pay in full any
award; (b) adding United States Patent. After United States Copyright in the first
sentence of such Section; (c) adding full before settlement in the first sentence of such
Section; and (d) adding upon RSAs reasonable request and RSAs reasonable expense to the
end of subsection (iii).18.
    
    Section 9.3 of the Agreement is hereby modified by adding provided that RSA gives You, (i)
prompt notice in writing of such action; (ii) the right to control and direct the
investigation, preparation, defense and settlement of the action; and (iii) reasonable
assistance and information upon Your reasonable request and Your reasonable expense.19.
    
    Section 10 of the Agreement is hereby modified by deleting such Section in its entirety.20.
    
    Section 11.1 is hereby modified by deleting such Section in its entirety and replacing it
with the following: This Agreement shall be effective as of the Effective Date and shall
 4.




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##### 



continue in full force and effect for a period of three (3) years, and shall automatically
renew for each successive period unless and until sooner terminated pursuant to the terms of
this Agreement.21.
    
    Section 11.2 of the Agreement is hereby amended to grant You the right to terminate the
Agreement upon sixty (60) days written notice to RSA prior to the applicable anniversary of
the Effective Date.22.
    
    Section 11.4 of the Agreement is hereby modified by deleting such Section in its entirety and
replacing it with the following: Upon termination of this Agreement, You shall cease making
copies of and distributing the RSA Software, User Manual and Licensed Products, and shall
within one hundred eighty (180) days following termination, cease using or permitting use of
Licensed Products and at such time destroy all copies of the RSA Software, User Manuals, and
Licensed Products in Your possession or control and all information and documentation provided
by RSA to You.23.
    
    Section 11.5 of the Agreement is hereby modified by deleting such Section in its entirety and
replacing it with the following: The following provisions shall survive any expiration or
termination of this Agreement: 2.2, 3, 4.3.2, 5.3. 8, 9, 11.5, 12 and to the extent
necessary.24.
    
    Section 12.1 of the Agreement is hereby modified by deleting the second sentence of such
Section in its entirety.25.
    
    Section 12.2 of the Agreement is hereby modified by adding which will not be unreasonably
withheld or delayed after without the prior written consent of RSA in the first sentence of
such Section. Section 12.2 is further modified by adding the following to the end of such
Section: Notwithstanding any of the foregoing, You shall not be obligated to obtain RSAs
consent for an assignment pertaining to a change of state incorporation.
   iPass, Inc.
 By:
    
    /s/ Donald C. McCauley
 Printed Name:
    
    Donald C. McCauley
 Title:
    
    Vice President & Chief Financial Officer
 Date:
    
    February 28, 2000
 RSA Security Inc.
 By:
    
    /s/ Narendra Goel
 Printed Name:
    
    Narendra Goel
 Title:
    
    Director, Finance & OPS
 Date:
    
    2/29/2000
   5.




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##### 



AMENDMENT NUMBER ONE TO OEM SERVICE PROVIDE LICENSE
AGREEMENT
  BACKGROUND
  AGREEMENT
 1.
    
    Definitions. Capitalized terms used and not otherwise defined in this Agreement shall
have the meanings designated in the License Agreement.2.
    
    Three-year extension. The current term of the License Agreement set to expire on
February 28, 2003, shall be extended for three years (to expire February 28, 2006).3.
    
    License Fees. In consideration of the above, OEM shall pay RSA License Fees in the
amount of $200,000.00 (Two Hundred Thousand Dollars) as follows; (1) $150,000.00 for use of
the RSA Software in the Licensed Service through February 28, 2006; and (2) $50,000.00 for
unlimited distribution of the RSA Software as embedded in the Licensed Product through
February 28, 2006. License Fees are payable upon execution below, net 30 days of receipt of
invoice.4.
    
    Support Fees. The parties agree that, beginning February 29, 2003, all renewal annual
Support Fee pursuant to the Support Agreement entered into between the parties shall be
$12,000.00 (Twelve Thousand Dollars) per year.5.
    
    Termination. Section 11.4 of the Agreement shall be replaced in its entire with the
following: Upon termination of this Agreement, OEM shall cease distributing new installation
of the Licensed Product containing any RSA Software and make reasonable efforts to replace the
RSA Software in OEMs existing customer implementations. Additionally, OEM shall destroy all
copies of the RSA Software, User Manual and Licensed Products containing any RSA Software in
OEMs possession or control.6.
    
    Effect of Amendment. Except as amended and provided herein, the License and Support
Agreements shall remain in full force and effect. In the event of any inconsistency between
the terms of the License and Support Agreements and this Amendment, the terms of this
Amendment shall govern.
 
 1.




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##### 



IN WITNESS WHEREOF
  IPASS INC.
 By:
    
    /s/ Donald C. McCauley
 Printed Name:
    
    Donald C. McCauley
 Title:
    
    CFO
 Date:
    
    December 19, 2002
 RSA SECURITY, INC.
 By:
    
    /s/ Elizabeth M. Wee
 Printed Name:
    
    Elizabeth M. Wee
 Title:
    
    Corporate Counsel
 Date:
    
    December 20, 2002
   2.




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##### 



RSA
S E C U R I T Y
 AMENDMENT NUMBER TWO
TO OEM SERVICE PROVIDER LICENSE AGREEMENT
   A.
    
    RSA and OEM entered into OEM Service Provider License Agreement (Agreement No.
0200-iPA-SER-2), dated February 29th, 2000; including License/product
Schedule 1 (Agreement No. 0200-iPA-LPS-1); as amended by Amendment Number One to OEM
Service Provider License Agreement, dated December 20th, 2002; and also
including License/Product Schedule 2 (collectively, the Agreement) pursuant to which
RSA granted to OEM certain limited rights in RSA Software;B.
    
    RSA and OEM now wish to amend the Agreement as set forth below.
   1.
    
    Definitions. Capitalized terms used and not otherwise defined in this Amendment shall
have the meanings designated in the Agreement.2.
    
    License Fees. Whereas the Agreement is scheduled to expire on February
28th, 2006, OEM has elected to amend the Agreement from a term license to a
perpetual agreement, in consideration of payment of a non-refundable license fee in the amount
of USD $313,000, due within thirty (30) days from OEMs receipt of RSAs invoice, for a
perpetual license to use the RSA Software in accordance with the Agreement, as amended herein.3.
    
    Platforms. For the avoidance of doubt, use the RSA BSAFB SSL-J and RSA BASAFE SSL-C
software is limited solely to object code for use on the Windows, Solaris, HP-UK and AIX
platforms and any commercially available Linux platforms generally supported by RSA for all
of its customers, provided such RSA customers and OEM have a current and valid support
agreement in place with RSA For purposes of this Amendment, a commercially available platform
excludes platforms that (i) are customized platforms that were created through a RSA
professional services engagement for an additional fee; or (ii) any platform developed by a
third-party and bearing a royalty
 1.




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##### 



fee to RSA. In either event, the parties agree to negotiate a subsequent amendment for a
license for such platform.4.
    
    Field of Use. This replaces the Field of Use in the License Product/Services Schedule
Exhibit [Number: 0200-iPA-LPS-1] dated February 17, 2000. The RSA BSAFE SSL-J and RSA BSAFE
SSL-C software may be used solely to provide secure network connectivity between the
components in the Licensed Service. The Licensed Service may also use the utilities offered
by the SSL-C toolkit.5.
    
    Licensing Service. Licensed Service shall mean OEMs Licensed Service currently known
as iPass Service which provides a global virtual network for internet access and network
settlement services for Internet Service Providers, corporate users and individual users.6.
    
    SecurCare Support Fee. The parties agree that it is mandatory that OEM renews
SecurCare Support for an additional annual term, such term to start on February
28th, 2006 and expire one year thereafter, for an annual SecurCare Support fee of
USD $12,000, as set forth in Amendment Number One to the Agreement. As set forth in Amendment
Number One to the Agreement, all subsequent renewal annual SecurCare Support fees shall be USD
$12,000 per year. SecurCare Support shall be governed by the parties Support Agreement, and
all SecurCare Support fees shall be due within thirty (30) from OEMs receipt of RSAs
invoice.7.
    
    Expiration. The terms and conditions offered herein shall expire and become null and
void if this Amendment is not executed on or before December 16th, 2005.8.
    
    Conflict. Except as amended herein, the Agreement shall remain in full force and
effect. In the event of any inconsistency between the terms of the Agreement and this
Amendment, the terms of this Amendment shall control.
   By:
    
    /s/ Bennett Barouch
 Printed Name:
    
    Bennett Barouch
 Title:
    
    Vice President of Engineering
 Date:
    
    12/13/05
 By:
    
    /s/ Patricia J. Guay
 Printed Name:
    
    Patricia Guay
 Title:
    
    VP Sales Cyst PS
 Date:
    
    12/13/05
   2.