Amendment No.9 to License and Distribution Agreement




	 ALTIRIS – HP CONFIDENTIAL 
	 EXHIBIT 10.5L 


  
 AMENDMENT NUMBER 9 
 TO

 LICENSE AND DISTRIBUTION AGREEMENT 
  
 This Amendment Number 9 to License and Distribution Agreement (the “Amendment”) is entered into as of June 30, 2004 (the
“Effective Date”) by and between Altiris, Inc., a Delaware corporation, having its principal place of business at 588 W. 400 South, Lindon, Utah 84042 (“Altiris”) and Hewlett-Packard Company, a
Delaware corporation, having its principal place of business at 3000 Hanover Street, Palo Alto, California 94304 (“HP”). In this Amendment, Altiris and HP each also be referred to as a “Party” or
collectively as the “Parties.” 
  
 RECITALS 
  
 WHEREAS, the Parties have
previously entered into a Software License and Distribution Agreement dated November 12, 1999, as amended (the “Agreement”), that grants HP license and distribution rights to certain Altiris software products and services;
and 
  
 WHEREAS, the Parties desire to amend the Agreement
to provide for the license and distribution of a certain Linux version of Altiris’ client agent and deployment solution product with certain HP thin client hardware. 
  
 NOW, THEREFORE, in consideration of the above recitals, the mutual undertakings of the Parties as contained herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows: 
  

	I.	DEFINITIONS 

  
 All capitalized terms which are not defined in this Amendment shall have the meaning as set forth in the Agreement. 
  

	II.	MODIFICATIONS. The Agreement is amended and supplemented as follows: 

  

	 	1.	Section 1.15 of the Agreement is deleted in its entirety and replaced with the following: 

  
 “1.15 Thin Client Software. “Thin Client Software” shall mean the updated versions of the
Altiris Client Agent and Deployment Solution software developed by Altiris under Project Statement Number 2 to the Alliance Master Agreement executed by the Parties on April 4, 2003 (the “Project Statement #2”) and the Linux version of the
same. The Thin Client Software will have a unique SKU assigned by Altiris and will be governed by an Altiris end-user license agreement.” 
  

	 	2.	Section 1.16 of the Agreement is deleted in its entirety and replaced with the following: 

  



			
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 ALTIRIS – HP CONFIDENTIAL 
  
 “1.16 HP Thin Client. “HP Thin Client” shall mean [*]. 
  

	III.	CONFLICTS 

  
 All other terms not expressly amended herein shall remain in full force and effect as set forth in the Agreement. Should a conflict arise between this
Amendment and the Agreement, as amended, the provisions of this Amendment shall control. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives, all as of the date first written above. 
  

									
	 ALTIRIS, INC.
	 	 	 	 HEWLETT-PACKARD COMPANY

					
	Signature	 	 /s/ Rob Wellman
	 	 	 	Signature	 	 /s/ Jeff Groudan

					
	Print Name	 	 Rob Wellman
	 	 	 	Print Name	 	 Jeff Groudan

					
	Title	 	 VP Strategic Alliances
	 	 	 	Title	 	 VP, BPC Marketing

					
	Date	 	 July 6, 2004
	 	 	 	Date	 	 
	 	 	 	 	 	 	 	 	 

  

									
	 Reviewed by Altiris Legal
	 	 	 	 PSG CONTRACTS
 Hewlett-Packard Co.

					
	By:	 	Eric Gardanier	 	 	 	APPROVED:	 	T. Woo
					
	Date:	 	7/2/04	 	 	 	DATE:	 	6-27-04
	 	 	 	 	 	 	 	 	 



	[*]	This provision is the subject of a Confidential Treatment Request. 

  



			
	Amd #9 to Altiris-HP License Agmt 6-10-2004	  	June 21, 2004

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