Exhibit 10.7F


 


AMENDMENT
NUMBER SIX


TO
SOFTWARE LICENSING AGREEMENT


 


This Amendment Number Six to Software License
Agreement (the “Amendment”),
made effective on August 1, 2005 (the “Effective
Date”), amends the terms of the Software License Agreement dated
April 26, 2002, as amended (the “Agreement”)
by and between Altiris, Inc., a Delaware corporation having a principal place
of business at 588 W. 400 South, Lindon, Utah 84042 (“Licensor”) and Dell Products L.P. (“Dell”).  Unless specifically modified or changed
herein, the terms and conditions of the Agreement shall remain in effect.  In the event of a conflict or inconsistency
between the terms and conditions contained in this Amendment and the Agreement,
the terms and conditions contained in this Amendment shall prevail.  Capitalized terms not specifically defined in
this Amendment shall have the meanings set forth in the Agreement.


 


A.                                   Sections 3.2(a),
3.2(b), and 3.2(c), as amended, are deleted in their entirety and shall be
replaced with the following language [*]:


 


“3.2(a)  Prices for Licensed Product(s) and
Licensor Application(s).  If Dell
purchases directly from Licensor, the prices paid by Dell for the Licensed
Product(s) and Licensor Application(s) will be[*].”


 


“3.2(b)  Prices for Training and Professional
Services.  If Dell purchases directly
from Licensor, the prices paid by Dell for the Training and Professional
Services will be [*].”


 


“Section 3.2(c)  [*].”


 


 


B.                                     Section 3.2(d)
is deleted in its entirety and replaced with the following:


 


“3.2(d)  Licensor shall provide Dell with a quarterly sales
volume report setting forth the amount of sales to Dell for the Licensed
Product(s), Licensor Application(s), Local Recovery Pro, Enabled Products, and
Training and Professional Services for the corresponding Dell fiscal
quarter.  Licensor shall provide this
sales volume report to Dell within thirty (30) days of the end of each Dell
fiscal quarter.  Licensor shall remit the
rebate amounts associated with such sales volume report within thirty (30) days
of receipt of such report.  Payment shall
be by wire transfer to an identified general account number and be sent to an
address as specified by Dell.  Licensor will maintain accurate
and legible records in English during the term of this Agreement and, at a
minimum, for two (2) years thereafter, and will grant to Dell reasonable access
to and copies of, any information reasonably requested by Dell related to the
sales volume report.”


 


C.                                     Section 5.0
shall be amended to include the following new subsection:


 


“5.9  During the term of this Agreement, Licensor
agrees to maintain appropriate internal headcount and resources so as to
provide sales support to Dell in a manner and at a level consistent with the
manner and level it has provided sales support to Dell prior to the Effective
Date of this Amendment.”


 


D.                                    Section 6.3, as
amended, is deleted in its entirety and is replaced with the following [*]


 










* This provision is subject to a confidential treatment request.


 


 





















 


E.                                      Section 9.1, as
amended, is deleted in its entirety and is replaced with the following to
reflect an extension in the length of the term of the Agreement:


 


“This Agreement shall
commence on the Effective Date and shall continue in effect until April 28,
2010 (the “Initial Term”) unless terminated as
provided herein.  Upon the expiration of
the Initial Term, this Agreement shall automatically renew for successive one (1)
year terms (each such term, a “Renewal Term”),
unless either Party provides the other written notice of non-renewal at least ninety
(90) days before the end of the Initial Term or any Renewal Term.”


 


 


[SIGNATURE PAGE FOLLOWS]


 


 


2
















 


	
  Agreed
  and Accepted:

  	
  Agreed
  and Accepted:

  
	
  DELL
  PRODUCTS L.P.

  	
  ALTIRIS,
  INC.

  
	
   

  	
   

  
	
  By: /s/ J.M. Skymba

  	
  By: /s/ Michael R.
  Samuelian

  
	
  Printed Name: J.M. Skymba

  	
  Printed Name: Michael
  R. Samuelian

  
	
  Title: Sr. Manager

  	
  Title: Vice President
  Sales

  
	
  Date: 7/06/05

  	
  Date: 08/18/05

  
	
   

  	
   

  
	
   

  	
  Reviewed by Altiris Legal

  
	
   

  	
  By: EKG

  
	
   

  	
  Date: 6/29/05

  



 


 


3