Prepared by R.R. Donnelley Financial -- Amendment #4 to License & Distribution Agreement





	HEWLETT-PACKARD/ALTIRIS CONFIDENTIAL	 	EXHIBIT 10.5(G)

  
 AMENDMENT NUMBER 4

 TO 
 LICENSE AND
DISTRIBUTION AGREEMENT 
  
 This Amendment Number 4
(“Amendment 4”) to the License and Distribution Agreement (“Agreement”), dated November 12, 1999, is entered into and is effective as of the 15th day of April, 2003 (“Effective
Date”) by and between Hewlett-Packard Company (“HP”), a Delaware corporation having a place of business at 20555 S.H. 249, Houston, Texas 77070 and Altiris, Inc. (“Altiris”), a Delaware
corporation having its principal place of business at 588 W. 400 South, Lindon, Utah 84042 (collectively, the “Parties”). 
  
 WHEREAS, the Parties wish to amend the Agreement to clarify the Support being provided by Altiris under Section 8.4 of the Agreement, as
amended by Amendment 3 of the Agreement with an effective date of December 1, 2001. 
  
 NOW THEREFORE, in consideration of the mutual covenants and promises in the Agreement as amended previously and hereunder, and for other good and valuable consideration, the receipt, sufficiency and
adequacy of which are hereby acknowledged, the Parties hereto agree as follows: 
  
 1.    For purposes of clarification, the Support being provided in North America and EMEA by Altiris to Hewlett Packard for the purposes of the resale of the “Commercial Products” under
Section 8.4 of the License and Distribution Agreement shall include the following: 
  
 1.1    Altiris will provide HP with access, by telephone and e-mail, to technical assistance for Level 1, Level 2, and Level 3 issues and questions related to Altiris products. This access will be
for an unlimited number of incidents. The target response time for an e-mail response is eight business hours. Phone access will be provided during Altiris’ regular days of operation, from 6:00 a.m. to 6:00 p.m. (Mountain time), Monday through
Friday. 
  
 1.2    Altiris will provide
critical situation support for after-hour emergencies on a 24 by 7 basis. A dedicated phone number will be provided for after-hour emergencies at no charge to HP. The target response time by Altiris for any such calls is one hour. 
  
 1.3    Altiris will assign a second-level support
engineer to be an “Assigned Engineer” to address issues that are escalated by HP or require a higher level of assistance beyond that provided by Altiris’ “Priority Support” engineers. The Assigned Engineer will be available
on an as-needed basis, as determined by Altiris support management team. The Assigned Engineer will have direct lines of communication into Altiris’ product management and development teams. 
  
 1.4    Altiris will assign a “Service Account
Manager” to provide support management, issue escalation, feedback, proactive notification of updates and fixes, and other assistance required by HP and mutually agreed by both Parties. 
  
 1.5    Altiris will use commercially reasonable efforts
to respond to and provide updates on issues reported by HP within the time frames set forth in the Priority Definition 









	HEWLETT-PACKARD/ALTIRIS CONFIDENTIAL	 	FINAL

  
 and Response Table listed below. The
target response time for critical situation support for after-hour emergencies is one hour. 
  
 1.6    Altiris will use commercially reasonable efforts to promptly provide, fixes or workarounds for issues designated as Severity Level 4 and Severity Level 5. Due to the differing complexity of
the various issues that may arise and the varied manner in which issues may be addressed, it is difficult to attach resolution timeframes to fixes and workarounds. However, Altiris will put forth its best effort to assign resources and resolve
issues based upon the severity level of each issue. For Severity Level 4 and Severity Level 5 issues, the proper resources across various Altiris departments will be quickly engaged to assist with resolution. 
  
 Priority Definition and Response Table 
  

	 Priority
Level
Assignment

	  	Initial
Response
(Telephone)

	  	Initial
Response
(eMail)

	  	 Description

	  	Update Frequency

	  	Who is Updated


	ASAP	  	15 minutes	  	Please Call
Priority
Support	  	A vital business process is severely affected and there is no procedural workaround. System down, unable to do business. A fix or work around is required immediately.	  	At least daily	  	HP Incident Owner,
Altiris and HP
Account Reps.
Altiris Management
						
	High	  	30 minutes	  	Please Call
Priority
Support	  	A vital business process is affected, system impeded, business performance is sub-standard but may be acceptable for a short time. Proposed work-around may be
unacceptable.	  	At least once per
week or as agreed
to by Altiris & HP	  	HP Incident Owner
						
	Medium High	  	1 hour	  	8 hours	  	Medium-High business impact, work-around in place, scheduled fix.	  	As agreed to by
Altiris and HP	  	HP Incident Owner
						
	Medium	  	4 hours	  	8 hours	  	Medium business impact, work-around in place, scheduled fix.	  	As agreed to by
Altiris and HP	  	HP Incident Owner
						
	Low	  	4 hours	  	8 hours	  	Low business impact. Issue is informational or educational in nature.	  	As agreed to by
Altiris and HP	  	HP Incident Owner

  
 2.    Except as set forth herein, all other provisions of the Agreement, as amended, remain in full force and effect. In the event of any conflict between this Amendment 4 and the original Agreement, as amended, this
Amendment 4 shall govern, 
  
  
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	HEWLETT-PACKARD/ALTIRIS CONFIDENTIAL	 	FINAL

  
 IN WITNESS
WHEREOF, the Parties hereto have duly executed this Amendment by their respective duly authorized representatives to be effective as of the Effective Date. 
  

	HEWLETT-PACKARD COMPANY	 	 	 	ALTIRIS, INC.
					
	By:	 	 /s/  Jeri Callaway

	 	 	 	By:	 	 /s/  Rob Wellman


	Name:	 	Jeri Callaway	 	 	 	Name:	 	Rob Wellman
	Title:	 	Senior V.P. and GM Business PC GBU	 	 	 	Title:	 	VP:Strategic Alliances
	Date:	 	 	 	 	 	Date:	 	4-30-03

  
  

	 	 	REVIEWED BY:	 	 /s/  T. Woo


	 	 	DATE:	 	 4-23-03


	 	 	PSG-PARTNER MANAGEMENT
	 	 	HP COMPANY -HOUSTON, TX

  

	Reviewed by Altiris Legal
		
	by:	 	 /s/  EKG


	Date:	 	 5/1/03




  

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