SUPPORT AGREEMENT RSA SECURITY INC.
EXHIBIT 10.14
SUPPORT AGREEMENT
RSA SECURITY INC.
RSA SECURITY INC.
This SUPPORT AGREEMENT (“Support Agreement”) is entered into by and between RSA Security Inc.,
a Delaware corporation (“RSA”), having a principal address at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, and:
Enterprise Name (“You”): iPass Inc.
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Jurisdiction of Incorporation: California | |
Street Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ & Zip Code: California 94065 | |
City: Redwood Shores |
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Enterprise Legal Contact (Name & Title): |
Maintenance and Support Program Elected Standard þ Premier o
Initial Support Fee: $12,000.00 for a period of twelve (12) months from the Effective Date of this
Support Agreement.
This Support Agreement provides support and maintenance services for the RSA Software licensed
under the Exhibit. The Effective Date of this Support Agreement shall be contingent upon the
execution of License/Product Schedule Exhibit 0200-iPA-LPS-1 (the “Exhibit”) and payment of the
Initial Support Fee of $12,000.00. In the event You elect to renew this Support Agreement for
subsequent twelve (12) month terms, the Support Fee for year two shall be $15,000.00 and the
Support Fee for year three shall be $18,000.00. Thereafter, subsequent renewals of this Support
Agreement shall be set at the then current rate for standard maintenance and support in effect at
the time of renewal. Fees for all renewal terms shall be due on or before the applicable
anniversary of the Effective Date of this Support Agreement.
1. DEFINITIONS
All capitalized terms used and not defined herein shall have the meanings set forth in the License
Agreement or the following meanings:
1.1 “License Agreement” means License Agreement Number 0200-iPA-OEM-2 between RSA and You.
1.2 “RSA Software” means RSA proprietary software identified as RSA Software on page 1 of the
License Agreement.
2. MAINTENANCE AND SUPPORT SERVICES
2.1 General. This Support Agreement sets forth the terms under which RSA will provide support
to You for the RSA Software licensed to You for the Licensed Products, as set
forth under the License Agreement. The use of and license to any Fixes and Updates provided
to you hereunder shall be governed by the terms of the License Agreement.
2.2 Support and Maintenance. RSA agrees to provide the maintenance and support specified in
this Support Agreement and You agree to pay RSA’s then-current annual support fee (“Support Fee”).
2.3 Support Provided by RSA. For the annual period commencing on the Effective Date hereof,
and for future annual periods for which You have paid the Support Fee, RSA will provide You with
the following services in accordance with the program You have elected above:
2.3.1 Support Under Standard Program. In the event You have elected the Standard program, RSA
will provide telephone support to You from 6:00 a.m. to 5:00 p.m. (Pacific Time) Monday through
Friday, excluding locally observed holidays. Upon the receipt of a request for support services,
RSA shall respond within one (1) business day from the time of the request. RSA shall provide the
support specified in this Section to Your employees responsible for developing and maintaining the
Licensed Products licensed under the License Agreement and providing support to End User Customers
thereof. No more than two (2) of Your employees may obtain such support from RSA at any one time.
Upon RSA’s request, You will provide a list with the names of the employees designated to receive
support from RSA. You may provide on-site support reasonably determined to be necessary by RSA at
Your location specified on page 1 hereof.
2.3.2 Support Under Premier Program. In the event that You have elected the Premier program,
RSA will provide telephone support to You 24 hours a day, 7 days a week. Upon the receipt for a
request for support services, RSA shall respond within two hours from the time of the request. RSA
shall provide the support specified in this Section to Your employees responsible for developing
and maintaining the Licensed Products licensed under the License Agreement and providing support to
End User Customers thereof. No more than five (5) of Your employees may obtain such support from
RSA at any one time. Upon RSA’s request, You will provide a list with the names of the employees
designated to receive support from RSA. You may change the names on the list at any time by
providing written notice to RSA. Upon Your request, RSA may provide on-site support reasonably
determined to be necessary by RSA at Your location specified on page 1 hereof.
2.4 Error Correction. In the event You discover an error in the RSA Software which causes the
RSA Software not to operate in material conformance to RSA’s published specifications therefor, You
shall submit to RSA a written report describing such error in sufficient detail to permit RSA to
reproduce such error. Upon receipt of any such written report, RSA will use its reasonable efforts
to correct such an error or to provide a software patch or bypass around such an error
(collectively, “Fixes”) as early as practicable. All Fixes provided to You shall constitute RSA
Software under the License Agreement and shall be governed by the terms thereof. Under no
circumstances does RSA warrant or represent all errors can or will be corrected. Furthermore, RSA
shall not be responsible for correcting any error if You fail to incorporate in Your Licensed
Product any Fixes or Update that RSA has provided to You.
2.5 Updates. RSA will from time to time offer You, at no additional cost, Updates of the RSA
Software during the term of this Support Agreement. You understand, however, that RSA is not
obligated to provide any Update. Absent any restriction to Your right to use the algorithms
contained in RSA Software, as set forth in the applicable License Agreement in force at the time of
execution of this Support Agreement. Your license rights to any Updates shall also extend to any
new algorithms contained in such Updates. Any Updates acquired by You shall be governed by all of
the terms and provisions of the License Agreement.
3. MAINTENANCE AND SUPPORT FEES
3.1 Support Fees. In consideration of RSA’s providing the maintenance and support services
described herein, You agree to pay RSA the initial Support Fee set forth on the first page hereof.
Such amount shall be payable for the first year upon the execution of this Support Agreement, and
for each subsequent year in advance of the commencement of such year. The Support Fee may be
modified by RSA for each renewal term by written notice to You at least ninety (90) days prior to
the end of the then-current term. If You elect not to renew this Support Agreement for successive
terms (as provided in Section 6.1 below), You may re-enroll only upon payment of the annual Support
Fee for the coming year and for all Support Fees that would have been paid had You not ceased
maintenance and support.
3.2 Additional Charges. In the event RSA is required to take actions to correct a difficulty
or defect which is traced to Your errors, modifications, enhancements, software or hardware, then
You shall pay to RSA its time and materials charges at RSA’s rates then in effect. In the event
that you have requested RSA’s personnel to travel to perform maintenance or on-site support, You
shall reimburse RSA for any reasonable out-of-pocket expenses incurred, including travel to and
from Your sites, lodging, meals and shipping, as may be necessary in connection with duties
performed under this Section 2 by RSA.
3.3 Taxes. All taxes, duties, fees and other governmental charges of any kind (including
sales and use taxes, but excluding taxes based on the gross revenues or net income of RSA) which
are imposed by or under the authority of any government or any political subdivision thereof on the
Support Fees or any aspect of this Support Agreement shall be borne by You and shall not be
considered a part of, a deduction from or an offset against Support Fees.
3.4 Terms of Payment. Support Fees due RSA hereunder shall be paid by You to the attention of
the Software Licensing Department at RSA’s address set forth above upon execution and, in the case
of renewal terms, prior to the each anniversary thereof. A late payment penalty on any Maintenance
Fees not paid when due shall be assessed at the rate of one percent (1%) per thirty (30) days. In
no event shall Support Fees paid be refundable.
3.5 U.S. Currency. All payments hereunder shall be made in lawful United States currency.
4. CONFIDENTIALITY
The parties agree that all obligations and conditions respecting confidentiality, use of the Source
Code (if licensed to You) and publicity in the License Agreement shall apply to the parties’
performance of this Support Agreement.
5. USE LIMITATIONS; TITLE; INTELLECTUAL PROPERTY INDEMNITY; LIMITATION OF LIABILITY
Any and all Upgrades and Fixes provided to You pursuant to this Support Agreement shall constitute
RSA Software under the License Agreement. As such the parties’ respective interests and
obligations relating to the RSA Software, including but not limited to license and ownership rights
thereto, use limitations (if any), intellectual property indemnity and limitation of liability,
shall be governed by the terms of the License Agreement.
6. TERM AND TERMINATION
6.1 Term. This Support Agreement shall commence on the Effective Date hereof and shall remain
in full force and effect for an initial period of one (1) year, unless sooner terminated in
accordance with this Support Agreement. Upon expiration of the initial period and each successive
period, this Support Agreement shall automatically renew for an additional one (1) year period,
unless either party has notified the other of its intent to terminate as set forth in Section 6.2.3
herein.
6.2 Termination.
6.2.1 Either party shall be entitled to terminate this Support Agreement at any time on
written notice to the other in the event of a material default by the other party of this Support
Agreement and a failure to cure such default within a period of thirty (30) days following receipt
of written notice specifying that a default has occurred.
6.2.2 This Support Agreement shall automatically terminate in the event that the License
Agreement is terminated in accordance with its terms.
6.2.3 This Support Agreement may also be terminated by You for any or no reason by providing
written notice of such intent at least ninety (90) days prior to the end of the then-current term.
RSA may cease to offer support and maintenance for future maintenance terms by notice delivered to
You ninety (90) days or more before the end of the then-current maintenance term.
6.2.4 Upon (i) the institution of any proceedings by or against either party seeking relief,
reorganization or arrangement under any laws relating to insolvency, which proceedings are not
dismissed within sixty (60) days; (ii) the assignment for the benefit of creditors, or upon the
appointment of a receiver, liquidator or trustee, of any of either party’s property or assets; or
(iii) the liquidation, dissolution or winding up of either party’s business, then and in any such
events this Support Agreement may immediately be terminated by either party upon written notice.
6.3 Survival of Certain Terms. The following provisions shall survive any expiration or
termination of this Support Agreement: Section 3.1, 4, 5, 6 and 7.
7. MISCELLANEOUS PROVISIONS
This Support Agreement is not an amendment to the License Agreement, but instead is a separate
binding agreement which incorporates certain terms of the License Agreement for the purposes of
brevity and assured consistency. This Agreement incorporates by this reference the “Miscellaneous
Provisions” Section of the License Agreement in its entirety.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of the later signature
below.
| iPass, Inc. | RSA Security Inc. | |||||||||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||||||
| Printed Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | Printed Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||||||
| Title: | VP & CFO | Title: | Director, Finance & OPS | |||||||
Date: |
2/28/2000 | Date: | 2/29/2000 | |||||||