exv10w01






Exhibit 10.01




AMENDMENT TO THE TRADEMARK LICENSE AGREEMENT




          This Amendment (the “Amendment”) amends that certain Trademark License Agreement (the
“TLA”) entered into as of August 9, 2010 by and between VERISIGN, INC., a Delaware
corporation, and SYMANTEC CORPORATION, a Delaware corporation. Reference is also made herein to
that certain Acquisition Agreement by and between Seller and Purchaser dated as of May 19, 2010
(the “Acquisition Agreement”). Capitalized terms used, but not defined, herein shall have
the meanings set forth in the TLA.




AGREEMENT





	 	1.	 	AMENDMENT TO THE TLA.
	 
	 	A.	 	Section 2.2 of the TLA is hereby deleted and replaced in its entirety by the following:
	 
	 	 	 	Section 2.2 Limited Right to Sublicense. Purchaser may not sublicense the rights
granted herein except as reasonably necessary to:






     (i) authorized resellers or strategic partners, in connection with the sale of
Purchaser’s goods and services covered by the scope of this Agreement;




     (ii) Purchaser’s customers in connection with such customers’ use of Purchaser’s goods
and services covered by the scope of this Agreement, in a manner substantially consistent as
the manner in which such rights were granted by Seller and its Affiliates to their customers
prior to the Closing Date; and




     (iii) (A) except for customer uses subject to subparagraph (ii) above, Purchaser’s
customers in connection with such customers’ publication of marketing and promotional
materials, and (B) publishers, journalists, authors, and educators, in connection with such
Persons’ publication of written materials, in each of cases (A) and (B), that discuss or
describe Purchaser’s goods and services covered by the scope of this Agreement;


provided that any and all such sublicenses (a) pursuant to subparagraph (i) or (ii) above
must be set forth in writing and the sublicensee agrees to be bound by terms and conditions
consistent with this Agreement, including the quality control provisions set forth in
Section 2.3, and, (b) pursuant to subparagraph (iii) above must be set forth in writing and
substantially in the form of the Basic Trademark License Agreement attached hereto as
Exhibit F, (the “Basic TLA”). The sublicensees authorized by this Section 2.2 shall
be referred to herein as “Authorized Sublicensees.” Under no circumstances shall
any such sublicense extend past the last day of the license granted to Purchaser hereunder.





	 	B.	 	The attached Annex A is added to the TLA as Exhibit F.
	 
	 	2.	 	NO OTHER AMENDMENTS. Except as specifically stated above, the TLA remains in full
force and effect and neither it nor the Acquisition Agreement is modified or amended




 









 






	 	 	 	hereby and no rights or remedies thereunder are waived hereby. This Amendment shall be governed
according to the provisions set forth in the Acquisition Agreement.






	 	3.	 	COUNTERPARTS. This Amendment may be executed in one or more counterparts, and by the
parties in separate counterparts, each of which, when executed, shall be deemed to be an
original, but all of which taken together shall constitute one and the same agreement.
Electronic delivery of an executed counterpart of a signature page to this Amendment shall
be effective as delivery of a manually executed counterpart of this letter agreement.





[Remainder of page intentionally left blank.]







 









 








	 	 	 	 	 
	 	VERISIGN, INC.

 	 
	 	By:  	/s/ Kevin Werner
 	 
	 	 	Name:  	Kevin Werner 	 
	 	 	Title:  	SVP, Corp. Dev. & Strategy	 
	 	 	Date:    12/2/10 	 
	 



	 	 	 	 	 
	 	SYMANTEC CORPORATION

 	 
	 	By:  	/s/ Joe FitzGerald
 	 
	 	 	Name:  	Joe FitzGerald 	 
	 	 	Title:  	Senior Vice President, Legal	 
	 	 	Date:    12/6/10 	 



 









 






ANNEX A




EXHIBIT F — BASIC TRADEMARK LICENSE AGREEMENT





TRADEMARK SUBLICENSE AGREEMENT



     This Trademark Sublicense Agreement (the “Agreement”) is entered into by and between the
parties set forth below, this                      day of                                         , 2010 (“Effective Date”).



PREAMBLE




     Licensee is the licensee of the Property, as defined below, pursuant to the terms and
conditions of that certain Trademark License Agreement between VeriSign, Inc., a Delaware
corporation (“Owner”) and Licensee, dated as of August 9, 2010 (the “Trademark License Agreement”).
Sublicensee is engaged in the business of                                                              at address:
                                                            , phone number:
                                                            , and email address:
                                                             at address:                                                             , phone number:
                                                            . Sublicensee wishes to sublicense
from Licensee the right to use the Property in connection with
                                                                                .



     Licensee and Sublicensee, intending to be legally bound, agree as follows:




	1.	 	Definitions






	 	a.	 	Licensee: “Licensee” refers to Symantec Corporation, a corporation
existing under the laws of Delaware having a principal place of business at
	 
	 	 	 	     


	 	b.	 	Sublicensee: “Sublicensee” refers to                                                             , a corporation existing under the
laws of                                          having a principal place of business at
	 
	 	 	 	     


	 	c.	 	Property: The “Property” refers to the federally registered and common
law trademarks, service marks and trade names listed on Attachment A to this Agreement,
as may be amended by Licensee from time to time.






	2.	 	Grant of License. Subject to the terms and conditions set forth herein,
Licensee grants Sublicensee a non-exclusive, revocable, non-transferable, non-sublicenseable,
right and license to display the Property for the limited purpose of Sublicensee’s publication
of written materials to discuss or describe Licensee’s goods and services. Sublicensee may
edit the Property as necessary for formatting purposes but shall not make changes to the
Property. Sublicensee may not make any other use of the Property without Licensee’s prior
written approval. Sublicensee shall promptly notify Licensee if Sublicensee becomes aware of
any unauthorized use of the Property.




 









 












	3.	 	Permitted Manner of Use of Property. Sublicensee agrees that the
goods/services it will provide or promote in connection with the use of the Property will be
of high quality. Sublicensee agrees to comply with all applicable local and federal laws and
regulations. Sublicensee further agrees to adhere to any guidelines that Licensee may provide
regarding use of the Property and the quality of the goods/services provided by Sublicensee in
connection with the Property.






	4.	 	Term. The term of this Agreement shall commence on the Effective Date and,
unless terminated earlier in accordance with Section 5 below, shall continue for a period of
one (1) year.






	5.	 	Termination.






	 	a.	 	Notice of Termination. Licensee or Sublicensee may terminate this
Agreement, without cause upon thirty (30) days’ prior written notice to the other party
hereto. Licensee may terminate this Agreement with twenty-four (24) hours’ written
notice for any material breach by Sublicensee, including a misuse of the Property
licensed hereunder.
	 
	 	b.	 	Use of Property. Upon the expiration or termination of this Agreement,
Sublicensee shall promptly discontinue use of the Property, except to the extent that
the Property is incorporated into a print publication that cannot be destroyed.
Sublicensee’s failure to terminate use of the Property when properly notified
constitutes infringement of the Property. Upon expiration or termination of this
Agreement, Sublicensee shall destroy or return materials containing the Property, and
shall certify to Licensee the destruction or return thereof.
	 
	 	c.	 	Survival. Sections 5 through 9 shall survive the expiration or
termination of this Agreement.






	6.	 	Indemnification.






	 	a.	 	Licensee assumes no liability to Sublicensee or any third party, and has no
duty to indemnify Sublicensee, with respect to any activity carried on by Sublicensee,
including goods sold/services provided, in connection with the Property or while using
the Property. Notwithstanding the foregoing, Sublicensee shall immediately notify
Licensee in writing in the event that Sublicensee become aware of a third party claim
of infringement relating to the Property.
	 
	 	b.	 	Sublicensee will defend, indemnify and hold harmless Owner and Licensee, their
affiliates, officers, directors, agents, employees, successors and assigns from and
against any and all claims, liabilities, damages, losses and expenses, including
reasonable attorneys’ fees, arising from claims of third parties against Owner or
Licensee arising out of Sublicensee’s material breach of this Agreement and/or any
activity carried on by Sublicensee, including goods sold/services provided, while using
the Property.






	7.	 	Proprietary Rights, Representations and Warranties.






	 	a.	 	The parties hereto acknowledge and agree that the rights granted herein and the
terms and conditions of this Agreement shall be subject to Licensee’s rights under the
Trademark License Agreement and any and all restrictions set forth therein.
	 
	 	b.	 	EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 7, LICENSEE SPECIFICALLY
DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE
PROPERTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
	 
	 	c.	 	Sublicensee shall acquire no right or interest in the Property by virtue of
this Agreement or by virtue of the use of the Property, except the right to use the
Property in accordance with the provisions of this Agreement. All uses of the Property
by Sublicensee shall inure to the benefit of Owner. Sublicensee agrees not to challenge
or otherwise interfere with the validity of the Property or Owner’s ownership of the
Property or encourage or assist others to do so. Sublicensee shall not assert any
ownership rights in or to the Property. Sublicensee shall not seek to register the
Property or anything confusingly similar with any governmental or quasi-governmental
body.




 









 












	 	d.	 	Sublicensee represents and warrants that (i) it has full power and authority to
enter into this Agreement; and (ii) no act or conduct by Sublicensee, in exercising the
rights granted to Sublicensee under this Agreement, will in any way cause Licensee
liability.






	8.	 	Remedies for Breach.






	 	a.	 	Equitable Relief. Sublicensee acknowledges that irreparable damage
would result from unauthorized use of the Property and further agrees that Licensee
would have no adequate remedy at law to redress such a breach. Sublicensee agrees that,
in the event of such a breach, specific performance and/or injunctive relief, without
the necessity of a bond, shall be awarded by a Court of competent jurisdiction.
	 
	 	b.	 	Attorneys’ Fees. In addition to any other damages or remedies
available, Sublicensee shall be liable for the reasonable attorneys’ fees incurred by
Licensee as a result of any breach or alleged breach of this Agreement, including any
failure to discontinue use of the Property upon termination.






	9.	 	Miscellaneous Provisions






	 	a.	 	Third-Party Beneficiaries. Sublicensee agrees and acknowledges that
Owner is an intended third party beneficiary of this Agreement, and that as such Owner
has the right to enforce any or all provisions of this Agreement directly against
Sublicensee. Except as otherwise specifically provided herein, no other third party is
intended, or shall be deemed, to be a beneficiary of any provision of this Agreement.
	 
	 	b.	 	Notice. Any notice required to be given hereunder shall be effective
upon actual receipt if mailed, via a commercial overnight express carrier or by
certified mail, return receipt requested, to Licensee at the place named in Section
1(a) above and to Sublicensee at the place named in Section 1(b) above.
	 
	 	c.	 	Waiver. Licensee’s failure to exercise any right or remedy available
hereunder upon Sublicensee’s breach of the terms, conditions, and covenants of this
Agreement or the failure of any of Sublicensee’s representations or warranties shall
not be deemed a waiver of such right or remedy or any subsequent breach or default on
the part of Sublicensee.
	 
	 	d.	 	Relationship. Nothing herein shall create, be deemed to create or be
construed as creating any partnership, employer-employee, joint venture or agency
relationship between Licensee and Sublicensee nor be deemed to render Licensee liable
for any debts or obligations of Sublicensee which Sublicensee may have to any third
party. Neither of the parties nor any of their employees or agents shall have the power
or authority to bind or obligate the other party.
	 
	 	e.	 	Successors and Assigns. Without the prior written consent of Licensee,
Sublicensee shall not assign this Agreement or all or any portion of its rights or
duties hereunder. Licensee shall have the right at any time to assign this Agreement to
any person or entity, whether by contract, operation of law or otherwise, upon thirty
(30) days’ prior written notice to Sublicensee.
	 
	 	f.	 	Jurisdiction and Venue. This Agreement is governed and construed in
accordance with the laws of the State of California and the parties consent to the
jurisdiction and venue in the state courts sitting in the County of Santa Clara and the
federal courts in the Northern District of California.
	 
	 	g.	 	Severability. If any part of this Agreement is held to be invalid or
unenforceable for any reason, such provision will be deemed restated, in accordance
with applicable law, to reflect as nearly as possible the original intention of the
Parties, and the remainder of the Agreement will continue in full force and effect.
	 
	 	h.	 	Integration and Modification. This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter hereof, and supersedes
all prior agreements and understandings pertaining thereto. This Agreement may be
modified or amended only with the prior written approval of all parties.
	 
	 	i.	 	Attachments. All Attachments to this Agreement are incorporated herein
by reference.




 









 











[Signature Page Follows]







 









 








	 	 	 	 	 	 	 	 	 

	LICENSEE:	 	 	 	SUBLICENSEE:
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Signature	 	 	 	Signature
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Printed Name	 	 	 	Printed Name
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Title	 	 	 	Title
	 
	 	 	 	 	 	 	 	 
	Dated:

	 	, 2010
	 	 	 	Dated:
	 	 , 2010
	 

	 	 
	 	 	 	 	 	 





 









 






ATTACHMENT A




Property