Amendment Two to Software License Agreement



 EXHIBIT 10.7B 
  
 AMENDMENT TWO TO SOFTWARE 
 LICENSING AGREEMENT 
  
 This Amendment Two
to the Software Licensing Agreement (the “Amendment”) dated February 28, 2004 (the “Effective Date”) shall serve to amend the Software Licensing Agreement dated April 26, 2002, including any and all previous amendments thereto
(the “Agreement”) by and between Altiris, Inc., a Delaware corporation (“Licensor”) and Dell Products L.P (“Dell”). 
  
 Dell and Altiris seek to amend the Agreement as further set forth herein to adjust revenues paid and to include a new version of the Licensed Product. 
  
 Notwithstanding any provision to the contrary, the Agreement will be amended as of the
Effective Date hereof to affect the following: 
  

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

  

	 	2.	Section 3.2 (c) is deleted in its entirety and shall be replaced with the following [*] 

  

	 	3.	Section 3.2 (f) shall be deleted in its entirety and replaced with the following [*] 

  

	 	4.	The language in Section 6.3 shall be deleted in its entirety and replaced with the following [*] 



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

  

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	5.	The Supplement to Software Licensing Agreement shall be deleted in its entirety and replaced with the language in Exhibit A attached hereto. 

  

	6.	All other terms and conditions 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, the provisions of this Amendment shall control. 

  

									
	DELL PRODUCTS L.P. (“Dell”)	 	 	 	ALTIRIS, INC. (“Licensor”)
					
	By:	 	/s/ David F. Brown	 	 	 	By:	 	/s/ Rob Wellman
	 	 	
	 	 	 	 	 	

					
	Printed Name:	 	David F. Brown	 	 	 	Printed Name:	 	Rob Wellman
	 	 	
	 	 	 	 	 	

					
	Title:	 	V.P.	 	 	 	Title:	 	VP Strategic Alliances
	 	 	
	 	 	 	 	 	

					
	Date:	 	3-22-04	 	 	 	Date:	 	3-24-04
	 	 	
	 	 	 	 	 	

			
	 	 	 	 	 Reviewed by Altiris Legal

					
	 	 	 	 	 	 	By:	 	/s/ EKG
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Date:
	 	 3/24/04


  

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 EXHIBIT A 
  

SUPPLEMENT TO 
  
 SOFTWARE LICENSING AGREEMENT (AMENDED) 
  
 This Supplement provides additional terms and conditions to the Agreement. All terms and conditions of the Agreement apply to this Supplement and the terms and conditions
of this Supplement are hereby incorporated by reference into the Agreement. 
  

	1.0	DESCRIPTION OF LICENSED PRODUCT(S) 

  

						
			
	(A	) CODE	 	 	  	Dell OpenManage Client Administrator 2.0 consisting of Altiris Client Management Suite version 6.0.
			
	(B	) DOCUMENTATION	 	 	  	 

  
  

	
	 Documentation:

	 Product Requirements Document - Feature and Function Definitions

	 Description of each feature/function

	 What part of the product was changed to incorporate this feature/function

	 Release requirements/features

	 Functional Specs

	 Description for requirement implementation

	 Definition of how each feature/function is implemented

	 Interaction between this feature/function and the other features/functions

	 Test Plan

	 Test results for each requirement

	 Version descriptions of each test tool

	 Test tools (tools, cases and environment vendor uses to test the product)

	 Degree of automation defined

	 How each feature/function was tested

	 Technical Support Statistics (when available)

	 Call volume

	 Types of problems reported

	 Supporting statistical data

	 Resolution for high call drivers for this product

	 Portal into Customer Services Help Desk

	 Portal into Developer Help Desk

	 User Documentation

	 Installation Guide

	 User’s Guide

	 On-Line Help

	 Release Notes (the following may be consolidated within 1 document)

	 Change Notification Process

	 Known limitations for this release

	 What was fixed in this release

	 Any installation changes

	 List of new features added in this release

	 Technical Training Materials for Technical Support and Sales (in collaboration with Dell)

	 Resource Tool Kit

	 Portal to Licensor Demo Web Site


  

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	 Dell and Altiris Integration:

	 Any debugging utilities in the Resource Tool Kit

	 Developer’s documentation and Usage Models in the Resource Tool Kit

	 Engineering Troubleshooting Guide in the Resource Tool Kit, when available or provided in Engineering Training

	 Other docs/specs/API/utilities that will facilitate the integration, as available in the Resource Tool Kit


  

	3.0	DELIVERY SCHEDULE / TECHNICAL CONTACTS FOR LICENSED PRODUCTS 

  
 Technical contacts will be identified in Exhibit C. The delivery schedule for the Licensed Product(s) shall be as follows: 
  
 [*] 
  


	4.0	DESCRIPTION OF LICENSOR APPLICATION(S)  

  

						
			
	(A	) CODE	 	 	  	Licensor Applications are as listed in the Dell Price List attached hereto as Exhibit F.
			
	(B	) DOCUMENTATION	 	 	  	User documentation varies by product offering.

  

	5.0	COMPENSATION FOR LICENSED PRODUCT(S) AND LICENSOR APPLICATION(S) 

  
 The Dell Price List is attached hereto as Exhibit F. 
  

	6.0	DELIVERY SCHEDULE FOR LICENSOR APPLICATIONS / TECHNICAL CONTACTS 

  
 Technical contacts will be identified in Exhibit C. Licensor Application(s) shall be made available to Dell upon execution
of this Agreement. 
  

	7.0	ACCEPTANCE CRITERIA 

  
 Dell shall accept the Licensed Product(s) and Limited Product(s) when the following terms and conditions are fully satisfied and documented: 

 

	7.1	[*] 

  

	7.2	[*] 

  

	7.3	[*] 

  



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

  
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	7.4	[*] 

  

	7.5	[*] 

  

	8.0	NEW PRODUCTS 

  
 During the term of the Agreement, the Parties agree to exercise reasonable efforts to meet no less than once per quarter to discuss their mutual business
objectives, which include, but are not limited to, product roadmaps and the possible evaluation of new Licensor products. Licensor shall make commercially reasonable efforts to provide Dell an evaluation copy of new Licensor products (subject to a
written evaluation agreement). If Dell wants to license such new product from Licensor, the new product will be added to this Agreement as mutually agreed upon in a written 

  


  

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

  
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amendment, subject to negotiated pricing and delivery terms and conditions for the specific new product. The parties will agree on a schedule for Dell’s
introduction of the new product to Dell’s customers that will include at a minimum the appointment of business and technical contacts for each party to monitor compatibility issues and other product release issues. 
  
  

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