Exhibit 10.37
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AMENDMENT NO. 1 TO
Software and Related Services Agreement
between
INTEL CORPORATION
and
VERISITY DESIGN INC
INTEL AGREEMENT NUMBER C-9012
Amendment Effective Date: May 05, 2000
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WHEREAS, Intel Corporation and Verisity Design have entered into a
Software and Related Services Agreement, Agreement No. C-9012 (hereinafter
called "Agreement") dated June 21, 1999; and
WHEREAS, both parties wish to amend the Agreement to include a term
extension for the Agreement, and a modification or addition of two separate
addenda named Addendum A-1 for Software Description, Specification, Price and
Addendum H-1 for Supplemental Provisions as described in this Amendment No. 1.
THEREFORE, for valuable consideration, the adequacy and receipt of
which are hereby acknowledged, the parties agree as follows:
1. PRE-ESTABLISHED TERMS
All terms and conditions of the Agreement remain in full force and
effect and apply to this Addendum, unless specifically modified below.
2. AGREEMENT MODIFICATIONS
(a) Term Extension
Intel Corporation and Verisity Design agree to extend the Agreement's
term with a new Expiration Date of June 30, 2003.
(b) Modification and New Addenda
These additional addenda shall form a part of the Agreement, and the
following provisions will complement, govern and supersede any conflicting
provisions in the Agreement or Addenda. Any capitalized term used herein and
not defined herein will have the meaning set forth in the original Agreement or
Addenda.
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ADDENDUM "A-1"
SOFTWARE DESCRIPTION, SPECIFICATION, PRICE
I. [*]
II. [*]
III. [*]
IV. [*]
V. [*]
[*]- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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[*]
VI. Additional consulting is billed at [*] US per day for US based
consulting. Only International consulting needs may be negotiated by the
local Intel Purchasing organizations at local rates, but only with regard
to the price, quantity, location, travel and lodging expenses, and timing
of consulting services from Verisity or its affiliates.
VII. Training (US only) is [*] per student at Verisity. On-site training (US
only) is offered for [*] per class, limited to 12 students maximum per
class. Only International training needs may be negotiated by the local
Intel Purchasing organizations at local rates, but only with regard to
the price, quantity, location, travel and lodging expenses, and timing of
training services from Verisity or its affiliates.
VIII. Specman Elite Licensed copies. May be re-hosted within an Intel
Organization [*] Intel will destroy the previously re-hosted licensed
copies as soon as the re-hosted copy is running on the new host.
IX. [*]
X. Verisity has audit rights on Intel's license manager log files.
XI. [*]
[*]- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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ADDENDUM H-1
SUPPLEMENTAL PROVISIONS
I. Pricing: Numeral Two (2), Bullet One (1) in Addendum H of the Agreement
-------
shall be replaced with the following language:
[*]
II. Termination for Convenience: Numeral Four (4), Bullet One (1) in
---------------------------
Addendum H of the Agreement shall be deleted in its entirety from
Addendum H and replaced with a New Section called "Termination for Cause"
under the herein Addendum H-1. Notwithstanding the above, the language in
Section Six (6) of the Agreement remains in full force.
III. Intellectual Property Indemnification: Numeral Seven (7), Bullet One (1)
-------------------------------------
in Addendum H of the Agreement shall be replaced with the following
language:
. . . If a third party's claim endangers or disrupts Intel's use of the
Software, Supplier shall, at Intel's option within reason and at no
charge to Intel, (a) obtain a license so Intel may continue use of the
Software; (b) modify the Software to avoid the infringement; (c) replace
the Software with a compatible, functionally equivalent and non-
infringing product; or if these options are commercially unreasonable (d)
refund to Intel [*] the amount paid for [*], whereupon Buyer shall
immediately cease all further use of the Software and provide written
confirmation to Supplier that Software is not being used.
IV. Support and Maintenance Service: Numeral Fourteen (14), Bullet One (1)
-------------------------------
in Addendum H of the Agreement shall be replaced with the following
language:
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMMITTED PORTION.
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[*]
V. Termination for Cause: (Section 28 shall be created as a new section of
---------------------
the Agreement) Intel Corporation agrees to add this section to the contract
as follows:
[*]
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMMITTED PORTION.
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The parties have executed this Amendment No. 1 as of the 5 day of May
2000.
AGREED:
INTEL CORPORATION VERISITY DESIGN INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------- ---------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------- ------------------------------------
(Printed Name) (Printed Name)
Senior IT Buyer Chief Financial Officer
---------------------------------- ------------------------------------
(Title) (Title)
May 05, 2000 May 05, 2000
---------------------------------- ------------------------------------
(Date) (Date)
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INTEL CORPORATION PURCHASE AGREEMENT
--SOFTWARE AND RELATED SERVICES--
Agreement No. 9012
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Effective Date June 21, 1999
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Expiration Date June 21, 2001
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CNDA No. 67063
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INTEL: Intel Corporation (and all Intel Divisions and
Subsidiaries, hereinafter "Buyer" or "Intel")
Located at: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------------------------------------
Chandler, AZ 85226-3699
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SUPPLIER: Verisity Design Inc. (hereinafter "Supplier")
-----------------------------------------
Located at: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
-----------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------
Addenda: attached to this Agreement X General Terms and Conditions--
-----
(▇▇▇▇ "X" where applicable) Software & Related Services
X A. Software & Services
-----
Description/Specifications/Price
X B. Software Maintenance and
-----
Support
X C. Alcohol and Drug Free
-----
Workplace
X D. Protection of Buyer's
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Information Assets
X E. Certificate of Originality
-----
_____ F. Assignment of Intellectual
Property
X G. Source Code Escrow
-----
X H. Supplemental Provisions
-----
Buyer may license Software or purchase Services and Supplier shall provide the
Software and/or Services as described in Addendum A, at prices specified, and in
accordance with the Terms and Conditions of this Agreement. All Purchase Orders
issued to Supplier by Buyer during the term of this Agreement shall be governed
only by the Terms and Conditions of this Agreement notwithstanding any
preprinted terms and conditions on Supplier's acknowledgment or Buyer's Purchase
Order. Any additional or different terms in Supplier's documents are
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hereby deemed to be material alterations and notice of objection to and
rejection of them is hereby given.
INTEL CORPORATION SUPPLIER: VERISITY DESIGN INC.
--------------------
Signature /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Signature /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------ ---------------------------
Printed Name: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------- ------------------------
Title: Senior IT Buyer Title: Chief Financial Officer
--------------------------------- -------------------------------
Date: June 21, 1999 Date: June 21, 1999
---------------------------------- --------------------------------
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GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
A. "Acceptance Date" means the date on which Intel accepts Software under
Section 9 herein.
B. "Purchase Order" means Intel's written release placed with Supplier to
order and schedule delivery of the Software and/or Services specified in this
Agreement. Intel's Purchase Order may be transmitted to Supplier by mail,
facsimile,or electronic data interchange.
C. "Release" means a substantial improvement in user functionality that
is marketed by Supplier as a new and improved Software product, or a version of
the Software which replaces previous Releases. Substantial improvement must
include more than just new hardware support (i.e., devices, drivers, ports to
the Software) and fixes to program errors in a previous Release.
D. "Services" means the designated Software related work provided by
Supplier, which may include development, training, consulting, support, and/or
maintenance.
E. "Software" means Supplier's software and/or firmware products
(including documentation customarily provided with the Software) described in
Addendum A and any Releases, Updates, and Upgrades, licensed to Intel under the
terms of this Agreement. All such items shall be included in the License Fee
and/or pricing set forth in Addendum A.
F. "Source Code" means the source code version of the Software, along
with all available information, proprietary information, technical
documentation, specifications, and schematics which will enable Intel to
develop, maintain, support, and/or enhance the Software without assistance of
any other third person or reference to any other materials, including
maintenance tools (test programs and program specifications), proprietary or
third party system utilities (compiler and assembler descriptions), and a
description of the system/program generation.
G. "Update" means functional and/or feature improvements made, at
Supplier's discretion or at Intel's request and which are deemed to be paid for
hereunder, to the Software to keep the current shipping version of the Software
Release competitive with related technology in the Software's respective market,
including but not limited to bug fixes, performance enhancements, improvements,
or error corrections. Such Updates are typically identified by a change in the
digit(s) to the right of the tenths digit [x.x.(x)] (i.e.-1.01, 1.02, 1.03)
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H. "Upgrade" means the unique functional and/or feature improvements made
at Supplier's discretion or at Intel's request, to the Software to keep the
current version of the Software Release competitive in terms of new
capabilities, features or pricing in the Software's respective market. Such
Upgrades are typically identified by a change in the tenths digit [x.(x).x]
(i.e.-1.10, 1.20, 1.30).
2. TERM OF AGREEMENT
The term of this Agreement shall begin on the Effective Date and continue
to the Expiration Date.
3. LICENSE GRANT
A. Supplier grants to Intel a non-exclusive, perpetual, royalty-free,
worldwide, irrevocable license, under all intellectual property rights owned or
licensed by Supplier and embodied in the Software, to use, copy, distribute
internally, and make derivatives of the Software and associated documentation
and technical materials listed on Addendum A for Intel's internal purposes only,
including the right to (i) use in web-based E-Commerce and E-Business
applications; (ii) use copies of the Software for internal training, (iii)
permit Intel's subcontractors to exercise Intel's rights under this Agreement
solely in performance of work for Intel; and (iv) make archival copies pursuant
to Intel's standard backup and archival policies and procedures. Supplier shall
provide Intel with the latest Releases, Updates, and Upgrades made to each
Software program licensed herein as soon as they are made available to
Supplier's other customers, provided Intel is receiving support and maintenance
from Supplier. Title to and ownership of the Software shall at all times remain
with Supplier. Intel will include on any authorized copies the copyright
notices or proprietary legends contained within the Software or upon the
associated documentation.
B. Supplier also grants to Intel the right to modify, have modified,
prepare derivative works, or enhance the Software for its own internal purposes
and use, either through the Services provided by Supplier or by means of its own
employees or contractors. Intel shall own all right, title, and interest in such
modifications, enhancements, or derivatives made to the Software by Intel or by
Supplier at Intel's request, subject to Supplier's underlying intellectual
property rights and the licenses granted hereunder. Supplier shall not use or
incorporate Intel's modifications, enhancements, or derivatives into Supplier's
Software without the express written permission of Intel.
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4. PRICING
A. License Fees and Service Rates (hereinafter "Prices") are set forth in
Addendum A and shall remain fixed for the duration of this Agreement except as
provided herein.
B. [*]
C. All applicable taxes and other charges such as duties, customs,
tariffs, imposts, and government imposed surcharges shall be stated separately
on Supplier's invoice and borne by Supplier. In the event that Intel is
prohibited by law from remitting payments to the Supplier unless Intel deducts
or withholds taxes therefrom on behalf of the local taxing jurisdiction, then
Intel shall duly withhold such taxes and shall remit the remaining net invoice
amount to the Supplier. Intel shall not reimburse Supplier for the amount of
such taxes withheld.
D. Additional costs, except those described on Addendum A, will not be
reimbursed without Buyer's prior written approval.
E. Buyer reserves the right to have Supplier's records inspected and
audited to ensure compliance with this Agreement. At Buyer's option or upon
Supplier's written demand, such audit will be performed by an independent third
party at Buyer's expense. However, if Supplier is found to not be complying with
this Agreement in any way, Supplier shall reimburse Buyer for all costs
associated with the audit, along with any discrepancies discovered, within
thirty (30) days after completion of the audit. The results of such audit shall
be kept confidential
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-5-
by the auditor and, if conducted by a third party, only Supplier's failures to
abide by the obligations of this Agreement shall be reported to Buyer
5. INVOICING AND PAYMENT
A. Prompt payment discounts will be computed from the latest of: (i) the
scheduled delivery or Service date; (ii) the date of actual delivery or Service;
or (iii) the date a properly filled out original invoice or packing list is
received. Payment is made when Buyer's check is mailed or EDI funds transfer
initiated. Buyer shall at its option make payment within [*] days and receive a
[*] percent [*] discount from the total invoice, or within [*] days after
receipt of the proper original invoice or Intel's receipt of Software or
performance of Services, whichever is later.
B. Original invoices shall be submitted and shall include: Purchase
Agreement number from the Purchase Order, Purchase Order number, line item
number, listing of and dates of Service provided, complete ▇▇▇▇ to address,
description of incidental Items, quantities, unit price, extended totals, and
any applicable taxes or other charges. Intel's payment shall not constitute
acceptance.
C. Supplier shall be solely responsible for and hold Intel harmless for
any and all payments to its vendors or subcontractors utilized in the
performance of the Services.
D. Supplier agrees to invoice Intel no later than [*] days after
completion of Services or shipment of Items. Intel will not be obligated to make
payment against any invoices submitted after such period.
6. TERMINATION FOR CONVENIENCE
A. Intel may terminate this Agreement or any Purchase Order issued, or
any part thereof, at any time for its sole convenience by giving written notice
of termination to Supplier. Upon Supplier's receipt of such notice, Supplier
shall, unless otherwise specified in such notice, immediately stop all work
previously authorized and give prompt written notice to, and cause all of, its
suppliers or subcontractors to cease all related work.
B. Supplier shall continue to provide Software and Services for any
portion of this Agreement not canceled or terminated. Nothing herein shall
affect Intel's right to exercise the licenses granted hereunder for Software not
terminated.
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-6-
C. There shall be no termination charges for Services or Software not yet
provided. Intel will be responsible for payment of authorized Services and
Software already provided by Supplier but not yet invoiced.
D. Before assuming any payment obligation under this section, Intel may
inspect Supplier's work in process and audit all relevant documents prior to
paying Suppliers invoice.
7. CONTINGENCIES
Neither party shall be responsible for its failure to perform due to causes
beyond its reasonable control such as acts of God, fire, theft, war, riot,
embargoes or acts of civil or military authorities. If delivery of Software or
performance of Services are to be delayed by such contingencies, Supplier shall
immediately notify Intel in writing and Intel may either: (i) extend time of
performance; or (ii) terminate all or part of the uncompleted portion of the
Purchase Order at no cost to Intel.
8. DELIVERY, PURCHASE ORDERS, AND SCHEDULING
A. Supplier shall notify Buyer in writing within two (2) business days of
receipt of Buyer's Purchase Order if Supplier is unable to make any scheduled
delivery and state the reasons therefor. The absence of such notice constitutes
acceptance of the Purchase Order and commitment to the release terms.
B. Supplier shall deliver Software per the release schedule and Buyer may
return non-conforming shipments at Supplier's risk and expense. At Intel's
request, Supplier shall deliver the Software in electronic form.
C. Supplier shall promptly perform Services as scheduled or shall
promptly notify Buyer if unable to perform any scheduled Services and shall
state the reasons.
D. Buyer may reschedule or cancel any release in whole or in part prior
to the release date at no additional charge.
E. Buyer may place any portion of a release on hold by notice which shall
take effect immediately upon receipt. eeleases placed on hold will be
rescheduled or canceled within a reasonable time.
F. Buyer shall have no obligation with respect to the purchase of
Software or Services under this Agreement until such Software or Services are
specified in an issued Purchase Order which contains specific release dates for
specific Software or Services.
-7-
9. INSPECTION, ACCEPTANCE AND WARRANTY
A. Software and Services shall be received subject to Buyer's inspection,
testing, approval, and acceptance at Buyer's premises notwithstanding any
inspection or testing at Supplier's premises, any prior evaluation of the
Software, or any prior payment for such Software or Services.
B. Supplier makes the following warranties regarding Software and
Services furnished hereunder, which shall survive any delivery, inspection,
acceptance, payment, or resale of the Items:
(i) Supplier or Supplier's vendors have legal title and rights of
ownership of the Software and supplemental documentation, and that Supplier has
all necessary rights, title, and interest to grant the rights set forth herein
to Buyer, free of any claims, liens, or conflicting rights in favor of any third
party;
(ii) The Software licensed in this Agreement is free from
significant programming errors and defects in workmanship and materials, and
substantially complies with functionality and performance set forth in
Supplier's published specifications or as otherwise expressly agreed in writing.
(iii) The Software does not infringe any intellectual property right
of any third party;
(iv) The Software contains no disabling code and is free from any
viruses at the time of delivery to Intel;
(v) The Software (i) will function without error or interruption
related to Date Data from more than one century; (ii) the Software requires all
Date Data (whether received from users, systems, applications or other sources)
include an indication of century in each instance; and (iii) all date output and
results, in any form, shall include an indication of century in each instance.
As used herein, "Date Data" means any data or input which includes an indication
of or reference to date.
(vi) Services shall be provided in a workmanlike and competent
manner in accordance with the highest professional standards in Supplier's trade
or industry, and shall meet the descriptions, specifications, and the
performance standards stated in Addendum A. Supplier shall guarantee workmanship
for [*] months after Services are provided.
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-8-
(vii) There will be no disruption in the delivery of Software or
Services under this Agreement as a result of or due to the date change from and
between December, 1999, and January, 2000, nor due to the year 2000 being a leap
year.
C. During the warranty period, Supplier shall promptly provide all
Releases, Updates, and Upgrades at no additional cost to Intel;
D. During the warranty period and without additional charge, Supplier
shall provide Intel with at least the same level of Software support as
described in Addendum "B" of this Agreement. If no Addendum "B" is included,
Supplier shall provide at least Supplier's standard level of Software support
provided to Supplier's other customers, including twenty-four (24) hours a day
by seven (7) days per week telephone support and written consultation upon
Intel's request.
E. If Supplier breaches any of the foregoing warranties, or Software or
Services are otherwise defective or nonconforming, for a period of [*] from the
Acceptance Date of the Software (or longer if Supplier offers a longer warranty
period with the Software), or a period of [*] after the Acceptance Date of the
Services, Supplier shall promptly correct any non-conforming Software, Service,
or defective workmanship and shall pay to Buyer all incidental and consequential
damages (as those terms are defined in the Uniform Commercial Code, Article 1,
1995 Official Text) arising from the breach of the foregoing warranties.
Supplier shall pay the cost of shipping and risk of loss for all non-conforming
Software.
F. Software rejected by Buyer as not conforming to this Agreement may be
returned to Supplier at Supplier's risk and expense. Intel shall notify Supplier
in writing, specifying how the Software failed. Supplier shall make such
necessary corrections and modifications in the Software so that it can be
resettled no later than [*] working days from the date of Supplier's receipt of
Intel's first notice. If the Software still fails to pass Intel's acceptance
tests once Supplier has provided Intel with corrected Software, Intel may
either: (a) notify Supplier in writing, specifying how the Software failed and
request another corrected version of the Software within [*] working days; or
(b) terminate this Agreement or any portion thereof for default and exercise any
of its rights hereunder.
10. CONFIDENTIALITY AND PUBLICITY
A. During the course of this Agreement, either party may have or may be
provided access to the other's confidential information and materials.
Additionally, Supplier may be engaged to develop new information for Intel, or
may develop such information during the performance of Services, which
information will become, upon creation, Intel's confidential information unless
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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otherwise agreed in writing. Provided information and materials are marked in a
manner reasonably intended to make the recipient aware, or the recipient is sent
written notice within forty-eight (48) hours of disclosure, that the information
or materials are "Confidential", each party agrees to maintain such information
in accordance with the terms of this Agreement and the CNDA referenced on the
signature page of this Agreement and any other applicable separate nondisclosure
agreement between Intel and Supplier. At a minimum each party agrees to
maintain such information in confidence and limit disclosure on a need to know
basis, to take all reasonable precautions to prevent unauthorized disclosure,
and to treat such information as it treats it's own information of a similar
nature, until the information becomes publicly available through no fault of the
non-disclosing party. Supplier's employees who access Intel's facilities may be
required to sign a separate access agreement prior to admittance to Intel's
facilities. Furthermore, Supplier will furnish a copy of Addendum D to each of
its employees and subcontractors assigned to or contracted for Intel work and
will take reasonable steps to assure Intel that all such have read and
understood Addendum D. Supplier shall not use any of the confidential
information created for Intel other than for Intel.
B. The parties agree that neither will disclose the existence of this
Agreement, nor any of its details or the existence of the relationship created
by this Agreement, to any third party without the specific, written consent of
the other. If disclosure of this Agreement or any of the terms hereof is
required by applicable law, rule, or regulation, or is compelled by a court or
governmental agency, authority, or body: (i) the parties shall use all
legitimate and legal means available to minimize the disclosure to third parties
of the content of the Agreement, including without limitation seeking a
confidential treatment request or protective order; (ii) the disclosing party
shall inform the other party at least ten (10) business days in advance of the
disclosure; and (iii) the disclosing party shall give the other party a
reasonable opportunity to review and comment upon the disclosure, and, any
request for confidential treatment or a protective order pertaining thereto,
prior to making such disclosure. The parties may disclose this Agreement in
confidence to their respective legal counsel, accountants, bankers, and
financing sources as necessary in connection with obtaining services from such
third parties. The obligations stated in this section shall survive the
expiration or termination of this Agreement. Neither party may use the other
party's name or trademarks in advertisements, brochures, banners, letterhead,
business cards, reference lists, or similar advertisements without the other's
written consent.
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11. INTELLECTUAL PROPERTY INDEMNIFICATION
Supplier shall defend, indemnify and hold Intel harmless from any costs,
expenses (including reasonable attorneys' fees), losses, damages or liability
incurred because of actual or alleged infringement of any patent, copyright,
trade secret, trademark, mask, or other proprietary right arising out of Intel's
use of the licensed Software or Services provided by Supplier. Intel shall
notify Supplier of such claim or demand. With respect to Software, Supplier's
indemnification under this subsection applies to: (i) unmodified Software
licensed to Intel; (ii) Software modified by Supplier for Intel; and (iii)
Software modified with Supplier's express permission.
If a third party's claim endangers or disrupts Intel's use of the Software,
Supplier shall, at Intel's option and at no charge to Intel, (a) obtain a
license so Intel may continue use of the Software; (b) modify the Software
to avoid the infringement; (c) replace the Software with a compatible,
functionally equivalent and non-infringing product; or if these options are
commercially unreasonable (d) refund to Intel the amount paid for the
Software.
12. COMPLIANCE WITH LAWS AND RULES
A. Supplier shall comply with all national, state, and local laws and
regulations governing the manufacture, transportation, and/or sale of Items
and/or the performance of Services in the course of this Agreement. In the
United States, these may include, but are not limited to, Department of
Commerce, Environmental Protection Agency, and Department of Transportation
regulations applicable to Hazardous Materials.
B. Supplier shall abide by all Buyer's rules, and regulations while on
Buyer's premises or performing Services including, but not limited to, safety,
health and Hazardous Material management rules, and rules prohibiting misconduct
on Buyer's premises including, but not limited to, use of physical aggression
against persons or property, harassment, and theft. Supplier shall perform only
those Services identified on Addendum A and will work only in areas designated
for such Services.
C. Supplier represents and agrees that it is in compliance with Executive
Order 11246 and Implementing Equal Employment Opportunity regulations and the
Immigration Act of 1987, unless exempted or inapplicable.
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13. INSURANCE
A. Without limiting or qualifying Supplier's liabilities, obligations, or
indemnities otherwise assumed by Supplier pursuant to this Agreement, Supplier
shall maintain, at its sole cost and expense, with companies acceptable to
Buyer, Commercial General Liability and Automobile Liability Insurance with
limits of liability not less than $1,000,000.00 per occurrence and including
liability coverage for bodily injury or property damage (1) assumed in a
contract or agreement pertaining to Supplier's business and (2) arising out of
Supplier's product, Services, or work. Supplier's insurance shall be primary,
and any applicable insurance maintained by Buyer shall be excess and non-
contributing. The above coverages shall name Buyer as additional insured.
B. Supplier shall also maintain statutory Workers' Compensation coverage,
including a Broad Form All States Endorsement in the amount required by law, and
Employers' Liability Insurance in the amount of $1,000,000.00 per occurrence.
Such insurance shall include an insurer's waiver of subrogation in favor of
Buyer.
C. If Supplier is providing any professional service to Buyer, Supplier
shall maintain Professional Liability insurance (including errors and omissions
coverage) with liability limits not less than $1,000,000.
D. Supplier shall provide Buyer with properly executed Certificate(s) of
Insurance prior to commencement of any operation hereunder and shall notify
Buyer, no less than 30 days in advance, of any reduction or cancellation of the
above coverages.
14. INDEMNIFICATION
A. Supplier shall, to the fullest extent permitted by law, protect,
defend, indemnify, and hold Buyer harmless from and against any and all claims,
liabilities, demands, penalties, forfeitures, suits, judgments, and the
associated costs and expenses (including attorney's fees), which Buyer may
hereafter incur, become responsible for, or pay out as a result of: death or
personal injury (including bodily injury) to any person, destruction or damage
to any property, contamination of or adverse effects on the environment, and any
cleanup costs in connection therewith, or any violation of law, governmental
regulation or orders, to the extent caused by (i) Supplier's breach of any term
or provision of this Agreement; (ii) any negligent or willful acts, errors, or
omissions by Supplier, its employees, officers, agents, representatives, or
subcontractors in the performance of this Agreement; or (iii) dangerous defects
in Software or Services.
-12-
B. Notwithstanding Supplier's immunities under applicable state worker's
compensation and industrial insurance acts, and as mutually negotiated between
the parties, Supplier specifically undertakes to defend, indemnify, and hold
Buyer harmless from claims or liabilities asserted against Buyer by Supplier's
employees.
15. RETENTION AND AUDITS
Supplier will maintain complete and accurate records of the Services
performed under this Agreement for a period of five (5) years after the
completion of these Services. Records relating to the performance of this
Agreement shall be made available to Buyer upon reasonable notice to Supplier.
16. INDEPENDENT CONTRACTOR
In performing Services under this Agreement, Supplier is an independent
contractor and its personnel and other representatives shall not act as nor be
agents or employees of Buyer. As an independent contractor, Supplier will be
solely responsible for determining the means and methods for performing the
required Services. Supplier shall have complete charge and responsibility for
personnel employed by Supplier; however, Buyer reserves the right to instruct
Supplier to remove from Buyer's premises immediately any of Supplier's personnel
who is in breach of Section 12 or 17 of this Agreement. Such removal shall not
affect Supplier's obligation to provide Services under this Agreement.
17. SECURITY
Supplier confirms that employees of Supplier performing work at Buyer's
facilities have no record of criminal convictions involving drugs, assaultive or
combative behavior, or theft within the last five years. Supplier understands
that such employees may be subject to criminal history investigations by Buyer
at Buyer's expense and will be denied access to Buyer's facilities if any such
criminal convictions are discovered. Supplier also agrees to comply with
Buyer's Alcohol and Drug-free Workplace Directive set forth in Addendum C.
18. MERGER, MODIFICATION, WAIVER, AND REMEDIES
A. This Agreement contains the entire understanding between Intel and
Supplier with respect to the subject matter hereof and merges and supersedes all
prior and contemporaneous agreements, dealings and negotiations. No
modification, alteration, or amendment shall be effective unless made in
writing, dated and signed by duly authorized representatives of both parties.
-13-
B. No waiver of any breach hereof shall be held to be a waiver of any
other or subsequent breach.
C. Intel's rights and remedies herein are in addition to any other rights
and remedies provided by law or in equity.
D. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal, or unenforceable, such
determination shall not affect the validity of the remaining provisions unless
Intel determines in its discretion that the court's determination causes this
Agreement to fail in any of its essential purposes.
19. ASSIGNMENT
Neither party may assign or factor any rights in nor delegate any
obligations under this Agreement or any portion thereof without the written
consent of the other. Buyer may cancel this Agreement for cause should Supplier
attempt to make an unauthorized assignment of any right or obligation arising
hereunder.
20. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of Delaware,
excluding its conflict of laws provision. The provisions of the United Nations
Convention on Contracts for the International Sale of Goods shall not apply to
this Agreement. The parties agree that licensing of Software under this
Agreement shall constitute the sale of goods and that the Delaware version of
the Uniform Commercial Code Article 2 Sales shall be applicable to this
Agreement by analogy.
21. HEADINGS
The headings provided in this Agreement are for convenience only and shall
not be used in interpreting or construing this Agreement.
22. SPECIFIC PERFORMANCE
Notwithstanding anything else contained in this Agreement, Intel and
Supplier specifically agree that failure to perform certain obligations
undertaken in connection with this Agreement would cause irreparable damage, and
that monetary damages would not provide an adequate remedy in such event. The
parties further agree that Supplier's failure to complete performance of the
Services called for in this Agreement or on any project released under this
Agreement or to deliver or effect delivery of Services and/or materials as
contracted are such certain obligations. Accordingly, it is agreed that, in
addition
-14-
to any other remedy to which the nonbreaching party may be entitled, at law or
in equity, the nonbreaching party shall be entitled to an order of specific
performance to compel performance of such obligations in any action instituted
in any court of the United States or any state thereof having subject matter
jurisdiction.
23. RIGHT TO DEVELOP
Intel reserves the right to develop, market, distribute, and otherwise
commercially exploit software and/or firmware products of any type whatsoever,
including without limitation software and/or firmware that are similar to or
compete with the Software.
24. NEW DEVELOPMENTS
A. Supplier represents and warrants that Supplier has no outstanding
agreement or obligation that is in conflict with any of the provisions of this
Agreement, or that would adversely affect Supplier's performance hereunder or
Buyer's exclusive right to Developments (defined below), and Supplier agrees
that Supplier shall not enter into any such conflicting agreement during the
term of this Agreement.
B. Supplier agrees that all works of authorship, inventions,
improvements, developments, and discoveries conceived, made, or discovered by
Supplier, solely or in collaboration with others, in the course of its
performance of Services or the development of deliverables for Buyer hereunder
as well as all patents, copyrights, trade secrets, trademarks, and other
intellectual property rights therein and thereto (collectively, "Developments"),
are the sole property of Buyer. Supplier agrees to assign (or cause to be
assigned) and does hereby assign fully to Buyer all such Developments.
C. Supplier agrees to assist Buyer, or its designee, at Buyer's expense,
in every proper way, to secure Buyer's rights in the Developments, including the
disclosure to Buyer of all pertinent information and data with respect thereto
and the execution of all applications, specifications, oaths, assignments, and
all other instruments which Buyer may deem necessary in order to apply for and
obtain such rights and in order to assign and convey to Buyer, its successors,
assigns, and nominees the sole and exclusive rights, title, and interest in and
to such Developments, including (without limitation) the Certificate of
Originality set forth on Addendum E and the Assignment of Intellectual Property
set forth on Addendum F. Supplier further agrees that Supplier's obligation to
execute or cause to be executed, when it is in Supplier's power to do so, any
such application, specification, oath assignment, or other instrument shall
continue after the termination of this Agreement. Supplier further agrees to
assist Buyer in
-15-
enforcing all patents, trademarks, copyrights, trade secrets, or other ownership
rights to protect Buyer's exclusive interest in Developments.
D. Supplier agrees that if in the course of performing the Services,
Supplier incorporates into any Development developed hereunder any invention,
improvement, development, concept, discovery, or other proprietary information
owned by Supplier or in which Supplier has an interest ("Supplier IP"), Buyer is
hereby granted and shall have a nonexclusive, royalty free, perpetual,
irrevocable, worldwide license, including the right to sublicense, under any
such Supplier IP, to make, have made, use, import, prepare derivative works of,
reproduce, have reproduced, perform, display, offer to sell, sell, or
otherwise distribute such invention, improvement, development, concept,
discovery, or the proprietary information as part of or in connection with such
Development.
E. Supplier represents, warrants, and agrees that it will not incorporate
any third party intellectual property into any Development or deliverable
provided hereunder without notifying and obtaining the prior written approval of
Buyer.
F. Supplier hereby waives any and all moral rights, including the right
to identification of authorship or limitation on subsequent modification, that
Supplier (or its employees) has or may have in any invention, materials, or
other deliverables assigned to Buyer hereunder.
G. Supplier warrants that: (1) all of its employees or contractors who
perform work for it hereunder will have entered into written agreements with
Supplier which ensure that the work they do is subject to the terms and
conditions of this Section 24; and (2) it will not incorporate any Developments
into deliverables to be provided to Buyer which contain intellectual property
not assignable or licensable to Buyer as provided in this Section
25. CUSTOMS AND EXPORT CONTROL
Intel and Supplier shall take appropriate steps to ensure that the
distribution and export/ re-export of the Software will be in compliance with
the laws, regulations, orders, or other restrictions of the U.S. Export
Administration Regulations. Supplier will provide, upon Intel's Customs
Department request, all necessary import and export related information
regarding the Software to meet any applicable export or import regulation,
including, without limitation, a statement of origin for all Software and
applicable customs documentation for Software which is wholly or partially
developed and/or packaged outside of the country of import.
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-16-
26. SURVIVABILITY
The following sections shall survive termination or expiration of this
Agreement: Sections 1, 3, 4, 6, 7, 9, 10, 11, 14, 15, 16, 18, 19, 20, 21, 22,
23, 24, 25, 26 and Paragraphs 4C, the provision of Addendum A, Addendum B and
the provision of any and all Certificates of Originality and Assignments of
Intellectual Property which are executed by Supplier, will survive any
termination or expiration of this Agreement.
-17-
ADDENDUM "A"
SOFTWARE DESCRIPTION, SPECIFICATION, PRICE
Verisity Design's Specman(TM)--includes architectural modeling,
automatic generation of functional tests, HDL simulation control, data and
temporal checking, and functional coverage analysis. Includes MTI simulator
interface.
SM1000--Perpetual License list price is [*]
SML1000--1 year time based license list price is [*]
[*]
[*]
[*]
Additional Items [*]
Perpetual License maintenance is renewable each year for [*]
Training is offered for [*] per engineer and is held in Mountain View,
California.
On-site training is offered at Intel for [*]
[*]- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-18-
[*]
[*]- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-▇▇-
▇▇▇▇▇▇▇▇ "▇"
SUPPORT AND MAINTENANCE SERVICE
SERVICE SHALL BEGIN June 21, 1999. SERVICES SHALL END June 21, 2001.
1. COMPENSATION: So long as Intel pays the fees for Services as listed in
Addendum A, Supplier shall provide such Services to Intel. Intel and Supplier
agree that the compensation which Supplier will receive for Services provided to
Intel is listed on Addendum A. Intel shall not be responsible for any amount
greater than the amount listed in Addendum A. Supplier shall be responsible for
any and all payments to Supplier's subcontractors utilized in the performance of
these Services. No additional billable activities will occur until and unless
Intel issues a purchase order requesting such activities.
2. SOFTWARE SUPPORT AND ERROR LISTINGS: Supplier agree to provide Intel with:
A. All Releases, Updates and Upgrades for each Software program described
in Addendum A. Software Releases, Updates and Upgrades shall be provided on
magnetic tape, tape cartridge or other formats as requested by and acceptable to
Intel.
B. All necessary system reconfiguration Releases for hardware
compatibility and support to ensure that the Software remains compatible with
manufacturer's operating system software.
C. Qualified telephone support available twenty-four (24) hours a day by
seven (7) days a week for the Software.
D. Supplier's hotline telephone number is:_______________________________
If the Software fails to conform to the specifications set forth in
Addendum A, Supplier agrees to use best efforts to modify the Software to
conform to the Specifications, and to respond to general questions from Buyer
regarding the use and functionality of the Software, according to the procedure
and priority levels set forth below, as determined by Buyer.
-20-
Priority Level Critical Urgent Routine
----------------------------------------------------------------------------------------------
Priority Level A problem A problem impairing A problem impacting
Definition preventing the the operation of a a minor, yet
operation of a major function of desired, specified
major function of the Software. function or feature
the Software. of the Software.
----------------------------------------------------------------------------------------------
Required Responses Supplier shall Supplier shall Supplier shall
respond within respond within respond within
[*] and provide a [*] and provide a [*] and provide a
correction to the correction to the correction to the
error within error within error within
[*] from notice. [*] from notice. [*] business days
from notice.
---------------------------------------------------------------------------------------------
E. Downtime for Software shall not exceed [*] for any one Software
installation. If the Software downtime period exceeds [*] in a [*] period,
Supplier agrees that an extra [*] maintenance will be provided at no cost to
Intel for each such downtime period. Such extension shall not relieve Supplier
of it's duties or obligations under this Agreement.
F. Supplier will promptly supply Intel's designated contact person
(listed in Section 13) with all revisions or upgrades of Software application
manuals and guides issued on a priority basis, together with a list of known
Software errors and their respective solutions. This list will be distributed by
Intel to its employees with a need to know.
3. APPLICATION SUPPORT: Supplier agrees to provide Intel with:
A. Qualified telephone support available for Software and applications
inquiries, with responses provided within [*].
Supplier's hotline telephone number is:
-----------------------------
B. Supplier's best efforts to verify any Software error within [*] after
receiving notification of the error by Intel. If Supplier requires a test case
to verify a Software error, Supplier shall verify the error within [*] after
receipt of a test case from Intel.
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-21-
C. On-site visits for applications support within [*] business days
when an on-site visit is required to remedy any Software error(s) due to non-
compliance with Supplier's performance specifications described in Addendum "B."
D. Supplier's Software application models, Updates and Upgrades as they
become available.
E. If Supplier decides to cease production and/or support for any
Software, Supplier shall promptly notify Intel and provide a Software conversion
methodology to any new or replacement product(s) Supplier will offer. Upon
Supplier's discontinuance of the Software offering, Supplier will either
continue to fully support the current Software for as long as Intel uses the
Software, or convert Intel over to use of the replacement product(s) at no
additional charge.
4. DEFAULT: If Supplier defaults on the support obligations set forth above,
Supplier agrees to deliver to Intel the most current version of the Source Code
and notes for the Software within [*] of Intel's written notice to Supplier.
Such Source Code shall thereafter be included in the Software. Intel's receipt
of Source Code shall not vitiate Supplier's duty to perform under this
Agreement.
5. CONTACTS
The following initial contact persons will facilitate Service scheduling,
communications and notifications between Intel and Supplier. Either party may
change its contact person by written notice to the other party.
INTEL:____________________________ SUPPLIER: Verisity Design Inc
Name Telephone No. ------------------------------
Name Telephone No.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇ ▇▇▇▇▇ (650-934-6801)
__________________________________ -----------------------------------------
Location Facsimile No. Location Facsimile No.
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-▇▇-
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇/▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ DIRECTIVE
Intel is committed to fulfilling its legal and ethical responsibility
to maintain a safe and efficient working environment on Intel premises.
Supplier's drug and alcohol program shall be at least as stringent as Intel's.
This means that at a minimum: (i) all Contractors assigned to Intel premises
shall pass a screen test (urine analysis) for drugs per the schedule outlined
below and within seventy-two (72) hours of accepting employment with Supplier.
In addition, Supplier shall perform immediate drug and alcohol testing of any
Contractor so assigned if Supplier has a reasonable suspicion of drug or alcohol
impairment. "Reasonable suspicion" is present when an observation of a change in
a Contractor's behavior or such conduct indicates a noticeable performance
impairment to the observer.
In the event that the initial date on which the Contractor is employed
by Supplier and the initial assignment date at Intel are the same date, the
Contractor must successfully pass the screen test within seventytwo (72) hours
prior to commencing an assignment at Intel. Any Contractor who does not
successfully pass the screen test within such seventytwo (72) hour period will
be barred access to all Intel facilities.
When Intel has a reasonable suspicion that a Contractor is under the
influence of alcohol or drugs in violation of Intel's standards, Intel may
require Supplier to perform drug and/or alcohol testing of the Contractor or
remove the Contractor from Intel premises.
However, if a Contractor fails to advise Supplier of a drug or alcohol
dependency and fails to seek Supplier's approval of a professional counseling
and rehabilitation program, and if requested testing shows that the tested
Contractor is under the influence of alcohol or illegal drugs, that Contractor
will be denied access to Intel premises and Intel will require return of that
Contractor's security badge immediately. In addition, a corporate-wide "no-
access" notation will be placed in the Intel corporate security database and no
Application for Waiver will be considered by Intel.
Supplier will be responsible for all testing and for maintaining of
records for its Contractors. Supplier will also be responsible for prompt
notification and removal of any Contractor found to be in violation of Buyer's
Alcohol and Drug-Free Workplace Directive. This includes retrieving the
Contractor's badge (including duplicate picture badges, Fab, AT, or other
specialty access or permit badges and other property movement badges) and other
Intel property, and depositing same at the nearest Intel security post.
-23-
Also, Intel may, at its option, exercise its right to audit Supplier's
personnel records related to compliance with Intel's Drug and Alcohol standard
to ensure that federally certified laboratories are being used and appropriate
procedures are adhered to.
Drugs Screening Method Cutoff Confirmation Method Cutoff
(Immunoassay) (GC/MS)
Amphetamines 1000 ng/ml 500 ng/ml
Cannabinoids 50 ng/ml 15 ng/ml
Cocaine 300 ng/ml 150 ng/ml
Opiates 300 ng/ml 300 ng/ml
Phencyclidine 25 ng/ml 25 ng/ml
-24-
ADDENDUM D
PROTECTION OF INTEL'S ASSETS
Supplier agrees to safeguard Intel's classified (i.e., Intel
Confidential, Intel Secret, Intel Restricted Secret and Intel Top Secret) and
proprietary information set out in the body of the parties' Agreement and
relevant Unescorted Access Application forms for badges. Supplier also agrees
to use and apply Intel's information protection methods stated below in this
Addendum in the performance of Supplier's work. Supplier agrees that this
performance standard applies to all Intel classified and proprietary
information, regardless of the medium (Intel's or Supplier's) in or on which it
is retained or communicated and to software that is licensed by Intel for its
internal use.
Supplier is not automatically granted access to Intel classified and
proprietary information, networks or software. However, authorization to use or
access Intel information, software, or telecommunications may be granted by the
Intel information owner if access is necessary and directly related to
Supplier's scope of work or duties. Unless specifically authorized, Supplier
may not use or access Intel classified or proprietary information that may be
happened upon or inadvertently discovered while performing work under this
Agreement. Neither may a Supplier or Supplier's employee control an Intranet
web site at Intel.
Supplier shall not modify Intel classified or proprietary information,
software, hardware, or telecommunications without the explicit permission of the
Intel employee responsible for the resource, with the exception of contract-
related requirements or resources that allow for individual customization (e.g.,
Microsoft Windows user features). The Supplier's employees, agents, or
subcontractors may not disclose Intel classified or proprietary information to
their co-workers, except for disclosure to those similarly bound to protect
Intel's intellectual property with a need to know to fulfill this Agreement.
INTEL INFORMATION PROTECTION METHODS
This section outlines the Intel's minimum requirements for protection
methods for all Intel classified or proprietary information and software that
the Supplier's personnel may come in contact with. Intel recognizes that the
correct and proper protection of its information rests with its employees and
Suppliers who have been authorized access. Failure to comply with these
requirements will provide grounds for immediate termination of this Agreement by
Intel. Periodic updates to these protection methods can be found on Intel's
internal web at:
-25-
URL ▇▇▇▇://▇▇▇-▇▇▇▇▇▇▇.▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/
Upon reaching the above web site, refer to Policies for Employees and
Procedures for Employees. These protection methods may also be obtained through
your purchasing representative.
For further information or questions, contact your Intel management
sponsor.
-26-
ADDENDUM E
CERTIFICATE OF ORIGINALITY
This Certificate of Originality must be completed by Supplier when
furnishing software material (program product or offering and related
documentation or other software material) for Intel.
One Certificate of Originality can cover one complete product, even if
that product includes multiple modules. However, a separate Certificate of
Originality must be completed for the code and another for its related
documentation (if any).
Please leave no questions blank. Write "not applicable" or "N/A" if a
question is not relevant to the furnished software material.
1. Name of the software material (provide complete identification, including
version, release and modification numbers for programs and documentation):
[Specman 3.1]
2. Was the software material or any portion thereof written by any party other
than you, or your employees working within their job assignment?
Yes X No _____
---
If Yes, provide the following information:
(a) Indicate if the whole software material or only a portion thereof was
written by such party, and identify such portion:
[The whole software material
----------------------------------------------------------------------
(b) Specify for each involved party:
(i) Name:
(ii) Company: [Verisity Ltd.]
(iii) Address: [8 ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇-▇▇'▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇]
(iv) If the party is a company, how did it acquire title to the
software material (e.g., software material was written by
company's employees as part of their job assignment)? [Software
material
-27-
was written by company's employees as part of their job
assignment.]
(v) If the party is an individual, did s/he create the software
material while employed by or under contractual relationship
with another party? [N/A]
Yes _____ No _____
If Yes, provide name and address of the other party and explain
the nature of the obligations:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
(c) How did you acquire ▇▇▇▇▇▇ to the software material written by the
other party?
By license. Supplier is a wholly owned subsidiary of Verisity Ltd.
------------------------------------------------------------------
3. Was the software material or any portion thereof derived from any third
party's pre-existing material(s)?
Yes _____ No X
---
If Yes, provide the following information for each of the pre-existing
materials:
___________________________________________________________________________
(a) Name of the materials:
______________________________________________________________________
(b) Owner:
______________________________________________________________________
(c) How did you get the right to use the pre-existing material(s)?
______________________________________________________________________
4. Identify below, or in an attachment, any other circumstances which might
affect Intel's ability to reproduce and market this software product,
including: n/a
(a) Confidentiality or trade secrecy of pre-existing materials:
______________________________________________________________________
-28-
(b) Known or possible royalty obligations to others:
----------------------------------------------------------------------
(c) Pre-existing material developed for another party or customer
(including government) where you may not have retained full rights to
the material:
______________________________________________________________________
(d) Materials acquired from a person or company possibly not having title
to them:
______________________________________________________________________
(e) Other circumstances:
[Software is for internal use by Intel under fully paid up license.]
SUPPLIER: Verisity Design Inc
---------------------------
Signature:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
Title: Chief Financial Officer
------------------------------
Date: June 21, 1999
-------------------------------
-29-
ADDENDUM F
ASSIGNMENT OF INTELLECTUAL PROPERTY
In consideration of the disclosure of Intellectual Property and
Confidential Information of Intel and the compensation paid by Intel to
("Assignor") under the Intel Corporation Purchase Agreement--Software & Related
Services No. ____, effective _______________ ("Agreement") the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
Assignor has created or obtained exclusive title to the following
work(s) (hereinafter "Work") entitled:
1.
2.
In this Agreement, "Work" means all works, including literary works,
pictorial, graphic and sculptural works, architectural works, works of visual
art, mask works, and any other work that may be the subject matter of copyright
protection; advertising and marketing concepts; information; data; formulas;
designs; models; drawings; computer programs; including all documentation,
related listings, design specifications, and flowcharts, trade secrets, and any
inventions including all processes, machines, manufactures and compositions of
matter, and any other invention that may be the subject of patent protection;
and all statutory protection obtained or obtainable thereon including those in
foreign countries.
The undersigned hereby assigns to Intel all right, title, and interest
to all Work created by Assignor arising out of or utilized by the Assignor in
the performance of the Agreement, and the ownership of the same shall be vested
solely in Intel. In respect to copyrights, this assignment shall be effective
for the entire duration of the copyrights and shall include, but not be limited
to all rights to derivative works. Assignor waives all rights of attribution,
and integrity for specific works created by Assignor under the Agreement in
respect of all marketing, advertising, and commercial uses thereof.
Assignor represents and warrants that the Work is original; that
neither the Assignor's interest in the Work nor the copyright therein is
encumbered or subject to any undisclosed lien or charge; and that Assignor is
free to make the
-30-
present assignment and has no legal obligation or prior commitment which is
inconsistent with this Agreement.
ASSIGNOR
Signature: Not Applicable
------------------------
Printed Name:_____________________
Date:_____________________________
-▇▇-
▇▇▇▇▇▇▇▇ ▇
SOURCE CODE ESCROW
PLEASE SEE
SOURCE CODE ESCROW UNDER
SUPPLEMENTAL PROVISIONS
IN ▇▇▇▇▇▇▇▇ ▇
-▇▇-
▇▇▇▇▇▇▇▇ ▇
SUPPLEMENTAL PROVISIONS
ADDENDUM TO PURCHASE AGREEMENT--SOFTWARE AND
RELATED SERVICES--BETWEEN INTEL CORPORATION AND
VERISITY DESIGN, INC.
This Addendum serves to modify and amend that certain Purchase
Agreement--Software and Related Services (including the General Terms and
Conditions that form a part thereof, the "Agreement") entered into on and as of
the 21st day of June, 1999, by and between Intel Corporation ("Intel" or
"Buyer") and Verisity Design, Inc. ("Verisity" or "Supplier"). This Addendum
shall form a part of the Agreement, and the following provisions will govern and
supersede any conflicting provisions in the Agreement. Any capitalized term
used herein and not defined herein will have the meaning set forth in the
Agreement.
1) License Grant: (Section 3 of the Agreement) Intel Corporation agrees to
-------------
modify this section with the following language:
. Section 3(B) of this Agreement is replaced to read as follows:
Notwithstanding anything to the contrary in the Agreement, except as provided
Under the caption "Source Code Escrow", Intel will not make any modifications
to, or derivative works or adaptations of, the Software, nor merge the
software into any other program or material and Intel will have no access to,
or rights or license to modify, the Source Code for the Software. Intel will
not attempt, or allow others under its control to attempt, to obtain or derive
information from or about the Software through disassembly, decompiling,
reverse engineering, or other means.
. [*]
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-33-
[*]
2) Pricing: (Section 4 of the Agreement) Intel Corporation agrees to modify
-------
this section with the following language respectively:
. For purposes of Section 4(B), [*]
. Section 4(C) of the Agreement [*]
3) Invoicing and Payment: (Section 5 of the Agreement) Intel Corporation
---------------------
agrees to modify this section with the following language:
. [*]
4) Termination for Convenience: (Section 6 of the Agreement) Intel
---------------------------
Corporation agrees to modify this section with the following language:
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-34-
. [*]
5) Delivery, Purchase Orders, and Scheduling: (Section 8 of the Agreement)
-----------------------------------------
Intel Corporation agrees to modify this section with the following
language:
. Section 8(A) [*]
6) Inspection, Acceptance And Warranty: (Section 9 of the Agreement) Intel
-----------------------------------
Corporation agrees to modify this section with the following language
respectively:
. Section 9(B) subparagraph (vi) of the Agreement is modified to read as
follows: ...Supplier shall guarantee workmanship for [*] after services are
provided.
. Section 9 of the Agreement is modified and complemented as follows:
...The warranty periods applicable to Sections 9(B)(ii), 9(C), 9(D) shall
be [*] and 9(E) shall be [*] from the delivery date of the Software, and
Intel's remedies for a breach of such warranties shall be as set forth in
Addendum B, and (2) as a condition to the availability of such remedies,
and as a condition to Buyer's rights under Section 9(C), Intel shall be
current in its payments to Supplier for Support and Maintenance as set
forth in Addendum A. In addition, the first sentence of Section 9(E) shall
end after the words "or defective workmanship" (with the clause "and shall
pay ...of the foregoing warranties" being deleted).
7) Intellectual Property Indemnification: (Section 11 of the Agreement) Intel
-------------------------------------
Corporation agrees to modify this section with the following language:
. ...If a third party's claim endangers or disrupts Intel's use of the
Software, Supplier shall, at Intel's option within reason and at no charge
to Intel, (a) obtain a license so Intel may continue use of the Software;
(b) modify the Software to avoid the infringement; (c) replace the Software
with a compatible, functionally equivalent and non-infringing product; or
if these options are commercially unreasonable (d) refund to Intel [*] the
amount paid for [*], whereupon Buyer shall immediately cease all further
use of the Software and provide written confirmation to Supplier that
Software is not being used.
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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8) Indemnification: (Section 14 of the Agreement) Intel Corporation agrees to
---------------
modify this section with the following language:
. Supplier's indemnification obligations under Section 14(B) shall not
apply in the event such claims or liabilities arise out of or result
from Intel's reckless or willful misconduct.
9) Assignment: (Section 19 of the Agreement) Intel Corporation agrees to
----------
modify this section with the following language:
. Section 19 will be modified to indicate that the written consent of
Buyer to Supplier shall not be unreasonably withheld.
10) Applicable Law: (Section 20 of the Agreement) Intel Corporation agrees to
--------------
modify this section with the following language:
. Notwithstanding Section 20 of the Agreement, California law (including
the California commercial code, as applicable) shall govern the rights
and duties of the parties to this Agreement.
11) Right to Develop: (Section 23 of the Agreement) Intel Corporation agrees
----------------
to modify this section with the following language:
. For purposes of this Agreement, the term "Developments" does not
include the Software (including its underlying source code) or any
derivatives or improvements thereof, [*]. Section 23 shall be modified
to read: "Intel reserves the right to develop, market, distribute, and
otherwise commercially exploit software and/or firmware products of
any type whatsoever, except with respect to Supplier's patents,
copyrights, trade secrets or other intellectual property, including
without limitation...."
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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12) Survivability: (Section 26 of the Agreement) Intel Corporation agrees to
-------------
modify this section with the following language:
. Notwithstanding anything in Section 26 to the contrary, Section 3(a),
9 (other than Sections 9(B)(I) and (iii)) and 19 will not survive the
termination or expiration of this Agreement.
13) Limitation on Liability: (Section 27 shall be created as a new section of
-----------------------
the Agreement) Intel Corporation agrees to add this section to the contract
as follows:
. In no event will Supplier be liable to Intel for consequential damages
(including loss of revenues and profits), [*]
14) Support and Maintenance Service: (Addendum B of the Agreement) Intel
-------------------------------
Corporation agrees to modify this addendum with the following language
respectively:
. Qualified telephone support pursuant to Section 2(C) of Addendum B shall
[*] be available [*] (except recognized holidays). The "Required
Response" for "Critical" Priority Level pursuant to Section 2(D) of
Addendum B shall be modified to read: "Supplier shall respond within
[*] during its normal business hours and use its [*], within [*], to
provide a correction to the error within [*] from receipt of notice";
and for "Urgent Priority Level shall be modified to read: "Supplier
shall respond within [*] during its normal business hours and use its
[*], within [*], to provide a correction to the error within [*] from
receipt of notice."
. Source Code Escrow: Section 4 of Addendum B is replaced in its entirety
to read as follows: Supplier has entered into a Software Source Code
Escrow Agreement dated as of July 31, 1996 (the "Escrow Agreement") with
Filesafe, Inc. (dba "Sourcefile") as escrow agent, pursuant to which
Supplier has deposited with Sourcefile a copy of the source code for the
version of the Software which it is providing to Intel (the "Source Code
Deposit"), and under which Sourcefile is authorized to release a copy of
the Source Code Deposit to certain licensees enrolled as "Beneficiaries"
upon the occurrence of certain events described in Section 5 of the
Escrow Agreement. Within 30 days of the Effective Date, Supplier will
deliver to Sourcefile a Beneficiary Enrollment Form naming Intel as a
"Beneficiary" pursuant to Section 3 of the Escrow Agreement. Upon a
release of the Source Code Deposit to Intel pursuant to the terms of the
Escrow Agreement, in addition to the license described in Section 3 of
the Agreement, Intel will have a nonexclusive, nontransferable license
to modify the Software to the extent necessary to maintain the same as
provided in Addendum B, and such modifications will be considered
"Software" for purposes of this Agreement, including without limitation
all of the restrictions on the use of the Software hereunder. Intel
acknowledges that the Source Code Deposit constitutes extremely valuable
confidential information of Supplier. Accordingly, Intel agrees to take
all commercially reasonable steps to maintain the source code in
confidence and agrees that access will only be given to employees of
Intel with a need to know and who have agreed to maintain the Source
Code Deposit in confidence. Intel may not use the source code to the
Software to develop any derivative works of the Software or any other
programs competitive to the Software.
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMMITTED PORTION.
-37-
The parties have executed this Addendum as of the 21 day of June 1999.
INTEL CORPORATION VERISITY DESIGN, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- ------------------------------------
By: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Senior IT Buyer--Intel Its: Chief Financial Officer--
Corporation Verisity Design Inc.
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