{"id":42844,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/strategic-alliance-and-joint-development-agreement-cisco.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"strategic-alliance-and-joint-development-agreement-cisco","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/strategic-alliance-and-joint-development-agreement-cisco.html","title":{"rendered":"Strategic Alliance and Joint Development Agreement &#8211; Cisco Systems Inc. and Akamai Technologies Inc."},"content":{"rendered":"<pre>               STRATEGIC ALLIANCE AND JOINT DEVELOPMENT AGREEMENT\n\n         This STRATEGIC ALLIANCE AND JOINT DEVELOPMENT AGREEMENT (the\n'Agreement') is made and entered into as of this 6th day of August, 1999, (the\n'Effective Date') by and between CISCO SYSTEMS, INC., a California corporation,\nwith offices at 170 W. Tasman Drive, San Jose, California 95134 ('Cisco'), and\nAKAMAI TECHNOLOGIES, INC., a Delaware corporation, with offices at 201 Broadway,\nCambridge, MA 02139 ('Akamai').\n\n                                    RECITALS:\n\n         A. Cisco is in the business of developing, manufacturing and selling\nrouters, switches and other hardware and software products for use in computer\nand communications networks ('Cisco Products'), including but not limited to\ncertain products for the caching and secure transmission of data and certain\nprotocols for the exchange of information.\n\n         B. Akamai has developed proprietary technology to efficiently deliver\ncontent over the Internet and is in the business of providing content\ndistribution services ('Akamai Services'). To support its Akamai Services,\nAkamai has, among other things, deployed a worldwide network dedicated to web\ncontent delivery.\n\n         C. The parties wish to enter into a strategic development, integration\nand joint marketing arrangement, and wherever practicable, Akamai is [**] and to\nundertake such other obligations as are set forth herein, on the terms and\nconditions contained in this Agreement.\n\n\n                                    AGREEMENT\n\n         NOW, THEREFORE, in consideration of the mutual promises contained\nherein, the parties agree as follows:\n\n1.       DEFINITIONS.\n\nCapitalized terms used in this Agreement are defined throughout the Agreement.\nTerms not defined therein shall be given their plain English meaning; provided,\nhowever, that those terms, acronyms and phrases known in the computer software\nindustry which are not defined shall be interpreted in accordance with their\ngenerally accepted industry meaning.\n\n                                     Page 1\n\n2.       INTENT AND PURPOSE OF ALLIANCE; PROJECT PLANS.\n\n         2.1 INTENT AND PURPOSE. This Agreement contemplates certain joint\ndevelopment activities between Cisco and Akamai that are intended to facilitate\nand promote faster and more efficient Internet content delivery by, among other\nthings, developing protocol specifications and algorithms enabling Cisco's\nrouter and switch hardware and equipment technologies and capabilities to\ninteroperate with Akamai's Internet content delivery technologies, services and\ncapabilities. Pursuant to the foregoing, it is the current intent of the parties\nto undertake the development and integration projects specified in Section 3\nbelow (the 'Projects').\n\n         2.2 PROJECT PLANS. Notwithstanding the provisions of Section 2.1 above,\nthe parties understand that the technical and commercial feasibility of the\nProjects has not been established. Accordingly, while it is the present intent\nof the parties to undertake the Projects, either party may at its sole\ndiscretion decline to agree to undertake any or all of the Projects without\nobligation or penalty. It is further understood and agreed that each Project\nundertaken pursuant to this Agreement will be subject to the execution and\ndelivery by the Parties of a separate Project plan for each Project undertaken\n(each, a 'Project Plan'). When executed, each Project Plan will be attached to\nand incorporated by reference into this Agreement, and the terms and conditions\nof the Project Plan shall control to the extent inconsistent with the terms\ncontained herein. The Parties agree that each Project Plan will set forth, among\nother things as the parties shall deem appropriate, the following:\n\n         -        a detailed description of the Project;\n\n         -        any design documents or specifications (unless the Project\n                  contemplates creation or development of the same);\n\n         -       Project deliverables, if any, that either or both Parties will\n                  be responsible for creating and developing;\n\n         -        tasks, responsibilities, covenants and agreements of each\n                  Party relating to the Project;\n\n         -        deadlines, interim milestones, and other matters relating to\n                  timing and delivery or performance under the Project;\n\n         -        Intellectual Property rights or licenses to the extent\n                  different from the terms of this Agreement;\n\n         -        exclusivity rights or other restrictions on use with or\n                  marketing of competing technologies, if any;\n\n         -        termination rights of the Parties relating to the Project;\n\n         -        obligations of the Parties to manufacture, market or sell\n                  implementations of the Project; and\n\n         -        any other terms or conditions that vary from the terms and\n                  conditions set forth in this Agreement.\n\n\n                                     Page 2\n\n          Confidential Materials omitted and filed separately with the\n         Securities and Exchange Commission. Asterisk denote omission.\n\n3.       THE PROJECTS.\n\n         3.1 [**] PROJECT. Akamai and Cisco will jointly develop a [**] protocol\n('[**] ') which will enable content delivery software (which shall include but\nmay not be limited to Akamai's proprietary FreeFlow software (the 'FreeFlow\nSoftware')) [**] products (the '[**]', which shall include but may not be\nlimited to Cisco's [**] products), and for the [**] to participate in [**]\nAkamai's content delivery service, as follows:\n\n                  (a) Akamai has delivered to Cisco an initial draft of a [**]\n         document ('[**] Document'). Engineering teams from both parties agree\n         to work jointly and negotiate in good faith to agree upon a final [**]\n         Document and a [**] Project Plan ('[**] Project Plan').\n\n                  (b) The parties will establish by mutual agreement target\n         dates for the development of the [**] Document and the [**] Project\n         Plan.\n\n                  (c) Akamai shall designate [**] as its Project Manager (as\n         defined below) for the [**] project, and Cisco shall designate [**] as\n         its Project Manager. Either Party may change its Project Manager and\n         appoint a substitute Project Manager for this Project.\n\n                  (d) Subject to the ownership rights set forth in Section 8,\n         the Parties agree that all aspects of [**] jointly developed by the\n         Parties (the 'Jointly Developed [**] Property') shall be [**]. Subject\n         to the provisions of Section 3.1(e) below, with respect to any Cisco\n         Property expressly incorporated into [**] as finally approved by both\n         Parties under this Agreement, [**] solely as incorporated into [**] and\n         any implementations thereof. Subject to the provisions of Section\n         3.1(e) below, with respect to any Akamai Property and any Jointly\n         Developed [**] Property expressly incorporated into [**] as finally\n         approved by both Parties under this Agreement, [**] solely as\n         incorporated into [**] and any implementations thereof. The parties\n         further agree that Confidential Information excludes [**] as finally\n         approved by both Parties.\n\n                  (e) The parties agree that nothing contemplated in this\n         Section 3.1 shall prohibit: (i) [**] or other product or service of\n         Cisco [**] , provided that Cisco does not disclose to such third party\n         or use any Akamai Property or Akamai Confidential Information in\n         interfacing with such third party products); and (ii) [**] or other\n         product or service of Akamai [**], provided that Akamai does not\n         disclose to such third party or use any Cisco Property or Cisco\n         Confidential Information in interfacing with such third party\n         products).\n\n                  (f) In addition to the foregoing, [**], during the term of\n         this Agreement and for a period of [**] following its termination,\n         [**], provided however that, subject to the other restrictions and\n         limitations provided herein, nothing in this Section 3.1(f) shall [**],\n         and provided further that the [**] in this Section 3.1(f) shall\n         terminate immediately upon any termination of this Agreement by Akamai.\n         [**], during the term of this Agreement\n\n                                     Page 3\n\n          Confidential Materials omitted and filed separately with the\n         Securities and Exchange Commission. Asterisk denote omission.\n\n         and for a period of [**] following its termination, [**], provided\n         however that, subject to the other restrictions and limitations\n         provided herein, nothing in this Section 3.1(f) shall [**], and\n         provided further that the [**] in this Section 3.1(f) shall terminate\n         [**] any termination of this Agreement by Cisco.\n\n         3.2 [**]. In consultation with [**] will develop a [**] that will\nenable [**] to be used by the each of the Parties to enhance the interoperation\nof their products or services. By way of example (but without limitation), it is\nanticipated that the following data may be included in such protocols, subject\nto such data being available and capable of being readily exposed:\n\n                  - [**];\n\n                  - [**];\n\n                  - [**];\n\n                  - [**];\n\n                  - [**];\n\n                  - [**];\n\n                  - [**].\n\n                  (a) The parties will (i) establish by mutual agreement target\n         dates for the development of [**], and (ii) negotiate in good faith to\n         agree upon, execute and deliver an 2 Project Plan.\n\n                  (b) Akamai shall designate [**] as its Project Manager for the\n         [**] project, and Cisco shall designate [**] as its Project Manager.\n         Either Party may change its Project Manager and appoint a substitute\n         Project Manager for this Project.\n\n                   (c) Unless expressly agreed to in the [**] Project Plan or\n         otherwise in writing between the Parties with respect to a specific\n         portion: (i) the [**], including any derivatives, improvements or\n         modifications created under this Agreement, shall be considered [**]\n         Property under this Agreement,[**] as delivered to [**] solely to\n         implement certain of [**], in providing [**], to interoperate with and\n         fully utilize [**].\n\n                  (d) [**] may establish and promote the [**] as an [**].\n         Accordingly, subject to the requirements of confidentiality with\n         respect to [**] confidential information, [**] may at any time and at\n         [**] discretion [**]. [**] will notify [**] if it intends to so [**].\n\n         3.3 [**] PROJECT. Akamai and Cisco will jointly develop, name and\nimplement one or more [**] that can be used in connection with, among other\nthings, [**], and to [**] which will provide the data resulting from [**], as\nfollows:\n\n                  (a) The parties will (i) establish by mutual agreement target\n         dates for the development of the [**], and (ii) negotiate in good faith\n         to agree upon, execute and deliver a Project Plan relating to the\n         development of the [**].\n\n                                     Page 4\n\n          Confidential Materials omitted and filed separately with the\n         Securities and Exchange Commission. Asterisk denote omission.\n\n                  (b) Akamai shall designate [**] as its Project Manager for the\n         [**] project, and Cisco shall designate [**] as its Project Manager.\n         Either Party may change its Project Manager and appoint a substitute\n         Project Manager for this Project.\n\n                  (c) Subject to the ownership rights set forth in Section 8,\n         the parties agree that all aspects of the [**] by the parties (the\n         '[**]') shall be [**]. With respect to the [**], if any, expressly\n         incorporated by the parties into the [**] as finally approved by the\n         Parties under this Agreement, [**] solely as incorporated in the [**]\n         and any implementations thereof. With respect to the [**], if any,\n         expressly incorporated by the Parties into the [**] as finally approved\n         by the Parties under this Agreement, [**] solely as incorporated in the\n         [**] and any implementations thereof. Subject to foregoing, the\n         foregoing licenses do not grant either Party rights to any [**] created\n         by the other party subsequent to the version finally approved by the\n         Parties under this Agreement. The parties further agree that\n         Confidential Information excludes the [**] as finally approved by both\n         Parties.\n\n                  (d) Notwithstanding the provisions of Section 8, the\n         ownership, license and confidentiality rights of each party with regard\n         to the [**] shall be set forth as in the Project Plan.\n\n                  (e) Except as may be otherwise expressly provided in the\n         Project Plan, [**]. Accordingly, subject to the requirements of\n         confidentiality with respect to [**] Confidential Information, [**] at\n         any time and [**] to the [**]. [**] if it intends to [**].\n\n         3.4 DEVELOPMENT OF ALGORITHMS AND PROTOCOLS TO CONTROL CISCO SWITCHES\nIN COMBINATION WITH AKAMAI'S CONTENT DELIVERY SYSTEM. Akamai and Cisco shall\nform a working group to jointly develop, name and implement a next generation\nswitch with the ability to dynamically adapt to changing network conditions and\ndistribute content according to more sophisticated algorithms than is possible\nwith existing routing algorithms ('Switch Algorithms') and to develop protocols\nwhich will provide the data resulting from such algorithms to Cisco Products and\nto Akamai's software ('Switch Protocols'), as follows:\n\n                  (a) The parties will (i) establish by mutual agreement target\n         dates for the development of the Switch Algorithms and Switch\n         Protocols, and (ii) negotiate in good faith to agree upon, execute and\n         deliver a Switch Algorithms and Switch Protocols Project Plan ('Switch\n         Project Plan').\n\n                  (b) [**] shall designate [**] as its Project Manager for the\n         Switch Protocols project, and [**] shall designate as its Project\n         Manager. Either Party may change its Project Manager and appoint a\n         substitute Project Manager for this Project.\n\n                  (c) Subject to the ownership rights set forth in Section 8,\n         the parties agree that all aspects of the Switch Protocols [**] (the\n         '[**] Switch Protocol Property') [**]. With\n\n                                     Page 5\n\n          Confidential Materials omitted and filed separately with the\n         Securities and Exchange Commission. Asterisk denote omission.\n\n         respect to the [**], if any, expressly incorporated by the parties into\n         the Switch Protocols as finally approved by the Parties under this\n         Agreement, [**] solely as incorporated in the Switch Protocols and any\n         implementations thereof. With respect to the [**] and the Jointly\n         Developed Switch Protocol Property, [**] solely as incorporated in the\n         Switch Protocols and any implementations thereof. Subject to foregoing,\n         the foregoing licenses do not grant either Party rights to any Switch\n         Protocols created by the other party subsequent to the version finally\n         approved by the Parties under this Agreement. The parties further agree\n         that Confidential Information excludes the Switch Protocol as finally\n         approved by both Parties.\n\n                  (d) Notwithstanding the provisions of Section 8, the\n         ownership, license and confidentiality rights of each party with\n         respect to any Switch Algorithms shall be set forth as in the Project\n         Plan.\n\n                  (e) Except as may be otherwise expressly provided in the\n         Project Plan, [**]. Accordingly, subject to the requirements of\n         confidentiality with respect to [**] Confidential Information, [**] may\n         at any time and [**] the Switch Protocols to the [**].\n         [**] will notify [**] if it intends to [**].\n\n         3.5 [**]. Each party agrees to use commercially reasonable efforts and\nexplore, assess and investigate the possibility of [**]. Akamai shall designate\n[**] to evaluate the project contemplated in this Section 3.5, and Cisco shall\nassign [**]. Either Party may change its Project Manager and appoint a\nsubstitute Project Manager for this Project.\n\n         3.6 [**]. Each party agrees to use commercially reasonable efforts and\nexplore, assess and investigate the possibility of developing modifications to\nthe Cisco Products and Akamai Services to support and enable more efficient\ndistribution of [**]. Akamai shall designate [**] to evaluate the Project\ncontemplated in this Section 3.6, and Cisco shall assign [**]. Either Party may\nchange its Project Manager and appoint a substitute Project Manager for this\nProject.\n\n         3.7 ADDITIONAL DEVELOPMENT AND INTEGRATION OPPORTUNITIES. During the\nterm of this Agreement, the parties may explore and assess other possible joint\ndevelopment or integration opportunities consistent with the intent and purpose\nof this Agreement.\n\n4.       ADDITIONAL AGREEMENTS OF THE PARTIES.\n\n         4.1 STRATEGIC INVESTMENT IN AKAMAI BY CISCO. Concurrent with the\nexecution and delivery of this Agreement, Cisco and Akamai have executed and\ndelivered that certain Preferred Stock Purchase Agreement and all documents\nancillary thereto, pursuant to which Cisco has acquired 1,867,480 shares of\nAkamai's Series E Preferred Stock, at an aggregate purchase price of\n$49,000,807.72.\n\n\n                                     Page 6\n\n          Confidential Materials omitted and filed separately with the\n         Securities and Exchange Commission. Asterisk denote omission.\n\n         4.2 LOGO USAGE; [**]. Cisco hereby grants Akamai the right to use\nCisco's logo, subject to logo usage guidelines to be provided by Cisco to\nAkamai. Akamai hereby grants Cisco the right to use Akamai's logo, subject to\nlogo usage guidelines to be provided by Akamai to Cisco. During the term of this\nAgreement, each party also agrees that it will whenever commercially feasible\n[**]. Akamai will also notify Cisco from time to time [**]. Each party further\nagrees that it shall not, during the term of this Agreement, [**]; provided,\nhowever, that the foregoing restrictions shall not preclude a Party from (i)\nproviding support comments or quotes to third party press releases,\nannouncements or other marketing communications (provided the Party does not\ninitiate the issuance of such press release, announcement or communications);\nand (ii) endorsing and promoting a Party's product or service solutions that\nrely on or work in conjunction with competing third party products or services\n(provided such endorsement is limited to the Party's product or service, and\nonly mentions or refers to the competing third party's products or services as\nreasonably necessary to promote the Party's product or service).\n\n         4.3 PUBLICITY; PRESS RELEASES. The parties may by mutual consent agree\nto issue a joint press release describing the collaboration of the parties. In\naddition, each of Cisco and Akamai may, at such party's discretion: (a) identify\nthe other as a strategic partner; (b) hyperlink from an appropriate area within\nits web site to the other's home page; and (c) display the other party's logo on\nthe its web site (in accordance with such party's guidelines for the use of such\nmark). The parties shall also consult regularly during the term of the Agreement\nand issue, as and when appropriate, such further press releases and\/or other\npublicity materials as may be appropriate. The contents of the any press\nreleases issued by the parties shall be subject to the approval of each party,\nwhich approval shall not be unreasonably withheld or delayed.\n\n         4.4 USE OF NAME IN PROMOTIONAL MATERIALS. Each party shall, with prior\napproval of the other party (which will not be unreasonably withheld or\ndelayed), be permitted to identify the other party as a strategic partner, to\nuse the other party's name in connection with proposals to prospective\ncustomers, and to refer to the other party in print or electronic form for\nmarketing or reference purposes, provided however that such proposals and\nmarketing and reference materials [**].\n\n         4.5 MARKETING, DISTRIBUTION AND SUPPORT EFFORTS; PROMOTIONAL\nACTIVITIES. To the extent agreed upon by the Parties pursuant to the applicable\nProject Plan or otherwise, each of Cisco and Akamai agree to undertake [**] from\nthe efforts undertaken pursuant to this Agreement. Each party agrees to serve as\na reference in the other party's proposals for a reasonable number of contacts\nby prospective customers of the other party and for industry analysts. Each\nparty will undertake [**] from the efforts of the parties under this Agreement.\n\n                                     Page 7\n\n          Confidential Materials omitted and filed separately with the\n          Securities and Exchange Commission. Asterisk denote omission.\n\nUnder the direction of the Project Managers or the Project Leaders identified in\nSection 7.1 below, the parties may by mutual agreement or plan undertake\njoint-marketing or co-marketing programs or activities as appropriate to further\nthe intent of this Agreement and the alliance created hereby.\n\n         4.6 FREEDOM OF ACTION. Except as specifically provided herein or in any\nProject Plan, either Party may market and offer its own or third party products\nor services (through any means) which are the same as or similar to and which\nare competitive with the other party's products and services. Neither Party\nmakes any assurances or representations to the other in connection with any\nfinancial gain or other benefit that may result from the activities contemplated\nin this Agreement.\n\n5.       PROJECT MANAGEMENT.\n\n         5.1 PROJECT MANAGERS; PROJECT LEADERS. Each of the parties agrees to\nappoint and keep in place during the term of this Agreement one or more project\nmanagers (individually, a 'Project Manager') who will allocate such portion of\nhis or her working time as may be reasonably necessary to facilitate the\nperformance, on a timely basis and in accordance with any particular project\nplan, of such party's obligations under this Agreement or any particular project\nplan, design or development specification or other document contemplated hereby.\nIn addition, each party will name a Project Leader who will: (i) be the central\npoint of contact for all matters arising under this Agreement; (ii) oversee\nproject management and the resource allocations hereunder; and (iii) have\noverall responsibility for the facilitation of the performance of the\nobligations of the parties contemplated hereby. The Project Leaders for each\nrespective party shall be the following individuals or their respective\ndesignated successors; provided, however, that it is the intent of the parties\nthat the Project Leaders named below shall remain assigned to the alliance for\nthe entire term of this Agreement:\n\n                                    AKAMAI:          [**]\n                                    CISCO:           [**]\n\n         5.2 MEETINGS. The Project Leaders agree to meet at least quarterly to\nreview the overall progress of the projects contemplated hereunder and to\nprovide overall supervision and oversight. [**] the meetings will be held at\n[**] some alternative location, as the parties shall determine.\n\n\n                                     Page 8\n\n\n          Confidential Materials omitted and filed separately with the\n        Securities and Exchange Commission. Asterisks denote omissions.\n\n\n6.       DEVELOPMENT EFFORTS; RESOURCE COMMITMENT; EXPENSES.\n\n         6.1 COST SHARING AND REIMBURSEMENT. Except as may be provided in any\nspecific Project Plan or as may be otherwise agreed by the parties, each of\nAkamai and Cisco agrees that it shall be responsible for its own expenses\nincurred in conjunction with this Agreement and any attachments hereto, and with\nany undertakings and obligations contemplated hereby. Notwithstanding the\nforegoing, in the event development efforts are undertaken at either Cisco or\nAkamai, then the host party agrees to provide the necessary office space at no\ncost to the other party.\n\n         6.2 INDEPENDENT CONTRACTORS. Either party shall have the option to\nutilize contractors in order to satisfy its obligation to supply personnel\nresources to the projects contemplated hereunder, but only to the extent and\ninsofar as reasonably required in connection with the performance of the\nobligations of the party retaining the Contractor under this Agreement, and\nsubject to the further requirements and limitations set forth herein.\n\n\n7.       DISPUTE RESOLUTION PROCESS.\n\n         7.1 INITIAL CONSULTATION AND NEGOTIATION. In the event a dispute\nbetween Akamai and Cisco arises under the Agreement or a party's performance\nthereunder, the matter shall first be escalated to Akamai's Project Leader and\nCisco's Project Leader in an attempt to settle such dispute through consultation\nand negotiation in good faith and a spirit of mutual cooperation.\n\n         7.2 ESCALATION. If the Project Leaders are unable to resolve the\ndispute, it shall be referred to a conflict resolution committee comprised of\none representative designated by each party. The initial members of the conflict\nresolution committee shall be:\n\n                  For Akamai:               [**]\n                  For Cisco:                [**]\n\n         7.3 CONTINUED PERFORMANCE. Except where prevented from doing so by the\nmatter in dispute, the parties agree to continue performing their obligations\nunder this Agreement while any good faith dispute is being resolved unless and\nuntil such obligations are terminated by the termination or expiration of any\nproject or this Agreement.\n\n8.       OWNERSHIP; LICENSES.\n\n         8.1 OWNERSHIP BY AKAMAI. As between Cisco and Akamai, Akamai shall own\nall right, title, and interest in any Intellectual Property [**] under this\nAgreement [**] during the term of this Agreement [**] under this Agreement, and\nCisco shall have no ownership interest therein. Cisco hereby irrevocably\ntransfers, conveys and assigns to Akamai all of its right, title, and interest\ntherein and in any property owned or to be owned by Akamai under this Agreement.\nCisco shall execute such documents, render such assistance, and take such other\naction as Akamai may reasonably request, at Akamai's expense, to apply for,\nregister, perfect, confirm, and protect\n\n                                     Page 9\n\n          Confidential Materials omitted and filed separately with the\n          Securities and Exchange Commission. Asterisk denote omission.\n\nAkamai's ownership rights set forth in this Section 8.1 and in Section 3, and\nAkamai shall have the exclusive right to apply for or register any patents, mask\nwork rights, copyrights, and such other proprietary protections with respect\nthereto.\n\n         8.2 OWNERSHIP BY CISCO. As between Cisco and Akamai, Cisco shall own\nall right, title, and interest in any Intellectual Property [**] under this\nAgreement [**] during the term of this Agreement [**] under this Agreement, and\nAkamai shall have no ownership interest therein. Akamai hereby irrevocably\ntransfers, conveys and assigns to Cisco all of its right, title, and interest\ntherein and in any property owned or to be owned by Cisco under this Agreement.\nAkamai shall execute such documents, render such assistance, and take such other\naction as Cisco may reasonably request, at Cisco's expense, to apply for,\nregister, perfect, confirm, and protect Cisco's ownership rights set forth in\nthis Section 8.2 and in Section 3, and Cisco shall have the exclusive right to\napply for or register any patents, mask work rights, copyrights, and such other\nproprietary protections with respect thereto.\n\n         8.3 WAIVER OF MORAL RIGHTS. Akamai hereby waives any and all moral\nrights, including without limitation any right to identification of authorship\nor limitation on subsequent modification that Akamai (or its employees, agents\nor consultants) has or may have in the Cisco Property or any part thereof. Cisco\nhereby waives any and all moral rights, including without limitation any right\nto identification of authorship or limitation on subsequent modification that\nCisco (or its employees, agents or consultants) has or may have in the Akamai\nProperty or any part thereof.\n\n         8.4 PARTY AS ATTORNEY IN FACT. Akamai agrees that if Cisco is unable\nbecause of Akamai's dissolution or incapacity, or for any other reason, to\nsecure Akamai's signature to apply for or to pursue any application for any\nUnited States or foreign patents or mask work or copyright registrations\ncovering the inventions assigned to Cisco above, then Akamai hereby irrevocably\ndesignates and appoints Cisco and its duly authorized officers and agents as\nAkamai's agent and attorney in fact, to act for and in Akamai's behalf and stead\nto execute and file any such applications and to do all other lawfully permitted\nacts to further the prosecution and issuance of patents, copyright and mask work\nregistrations thereon with the same legal force and effect as if executed by\nAkamai. Cisco agrees that if Akamai is unable because of Cisco's dissolution or\nincapacity, or for any other reason, to secure Cisco's signature to apply for or\nto pursue any application for any United States or foreign patents or mask work\nor copyright registrations covering the inventions assigned to Akamai above,\nthen Cisco hereby irrevocably designates and appoints Akamai and its duly\nauthorized officers and agents as Cisco 's agent and attorney in fact, to act\nfor and in Cisco 's behalf and stead to execute and file any such applications\nand to do all other lawfully permitted acts to further the prosecution and\nissuance of patents, copyright and mask work registrations thereon with the same\nlegal force and effect as if executed by Cisco.\n\n                                     Page 10\n\n          Confidential Materials omitted and filed separately with the\n          Securities and Exchange Commission. Asterisk denote omission.\n\n         8.5 LICENSES. In addition to any licenses granted elsewhere in this\nAgreement, [**] and all Intellectual Property rights with respect thereto solely\nin connection with [**] hereunder and as may be reasonably necessary for [**]\nits obligations under this Agreement. [**] during the term of this Agreement\n[**] and all Intellectual Property Rights with respect thereto solely in\nconnection with [**] hereunder and as may be reasonably necessary for [**] its\nobligations under this Agreement. For purposes of this Agreement, 'Intellectual\nProperty' shall mean all works protectible by copyright, trademark, patent and\ntrade secret laws or by any other statutory protection obtained or obtainable,\nand any Confidential Information (as defined below) of a party that meets on of\nthe foregoing criteria, including without limitation, any literary works,\npictorial, graphic and sculptural works, architectural works, works of visual\nart, and any other work that may be the subject matter of copyright protection;\nadvertising and marketing concepts; information; data; formulae; designs;\nmodels; drawings; computer programs, including all documentation, related\nlistings, design specifications, and flowcharts, trade secrets, and any\ninventions including all methods, processes, business or otherwise; machines,\nmanufactures and compositions of matter and any other invention that may be the\nsubject matter of patent protection; and all statutory protection obtained or\nobtainable thereon.\n\n         8.6 NO REVERSE ENGINEERING. Each of Cisco and Akamai agrees that it\nshall not (i) copy, modify, create any derivative work of, or include in any\nother products any Akamai Property (in the case of Cisco) or Cisco Property (in\nthe case of Akamai) or any portion thereof, or (ii) reverse assemble, decompile,\nreverse engineer or otherwise attempt to derive source code (or the underlying\nideas, algorithms, structure or organization) from any such property, except as\nspecifically authorized in writing by the party owning the same or as\nspecifically provided under this Agreement.\n\n         8.7 COPYRIGHT NOTICES. Each party shall ensure that all copies of any\nsoftware or other property in its possession or control incorporates all\ncopyright and other proprietary notices in the same manner that the party owning\nthe same incorporates such notices, or in any other manner reasonably requested\nby the owner. Each party shall promptly notify the other party in writing upon\nits discovery of any unauthorized use of a party's property or the infringement\nof such party's proprietary rights therein. Neither party shall license to any\nthird party the property of the other party if such other party has notified the\nparty that such third party may be involved in potential unauthorized use of the\nproperty or other infringement of such party's proprietary rights thereunder.\n\n9.       TRADEMARKS, TRADE NAMES AND BRANDING.\n\n         9.1 USAGE GUIDELINES. Akamai shall comply with Cisco's logo, trademark\nand branding usage guidelines, which Cisco shall provide to Akamai, and as the\nsame may be updated by Cisco from time to time. Cisco shall comply with Akamai's\nlogo, trademark and branding usage guidelines, which Akamai shall provide to\nCisco, and as the same may be updated by Akamai from time to time. Neither party\nshall alter the other party's Marks.\n\n\n                                     Page 11\n\n\n         9.2 OWNERSHIP. All Cisco Marks are and shall remain, as between Akamai\nand Cisco, the exclusive property of Cisco or its providers. All Akamai Marks\nare and shall remain, as between Akamai and Cisco, the exclusive property of\nAkamai or its suppliers. Neither party grants any rights in the Marks or in any\nother trademark, trade name, service mark, business name or goodwill of the\nother except as expressly permitted hereunder or by separate written agreement\nof the parties and all use of a party's Marks shall inure to the benefit of the\nowner of such Mark. Each party agrees that it shall not challenge or assist\nothers to challenge the rights of the other party or its suppliers or licensors\nin the Marks or the registration of the Marks, or attempt to register any\ntrademarks, trade names or other proprietary indicia confusingly similar to the\nMarks.\n\n10.      CONFIDENTIALITY.\n\n         10.1 AGREEMENT AS CONFIDENTIAL INFORMATION. The parties shall treat the\nterms and conditions and the existence of this Agreement as Confidential\nInformation. Each party shall obtain the other's consent prior to any\npublication, presentation, public announcement or press release concerning the\nexistence or terms and conditions of this Agreement.\n\n         10.2 DEFINITION OF CONFIDENTIAL INFORMATION. 'Confidential Information'\nmeans the terms and conditions of this Agreement, the existence of the\ndiscussions between the parties, any information disclosed in connection with\nthe development and integration projects being undertaken as described in\nSection 2 above, and any proprietary information a party considers to be\nproprietary, including but not limited to, information regarding each party's\nproduct plans, product designs, product costs, product prices, finances,\nmarketing plans, business opportunities, personnel, research and development\nactivities, know-how and pre-release products; provided that information\ndisclosed by the disclosing party ('Disclosing Party') in written or other\ntangible form will be considered Confidential Information by the receiving party\n('Receiving Party') only if such information is conspicuously designated as\n'Confidential,' 'Proprietary' or a similar legend. Information disclosed orally\nshall only be considered Confidential Information if: (i) identified as\nconfidential, proprietary or the like at the time of disclosure, and (ii)\nconfirmed in writing within thirty (30) days of disclosure. Confidential\nInformation disclosed to the Receiving Party by any affiliate or agent of the\nDisclosing Party is subject to this Agreement.\n\n         10.3 NONDISCLOSURE. The Receiving Party shall not disclose or use,\nexcept as permitted under this Agreement, the Confidential Information to any\nthird party other than employees and contractors of the Receiving Party who have\na need to have access to and knowledge of the Confidential Information solely\nfor the Purpose authorized above. The Receiving Party shall have entered into\nnon-disclosure agreements with such employees and contractors having obligations\nof confidentiality as strict as those herein prior to disclosure to such\nemployees and contractors to assure against unauthorized use or disclosure.\n\n         10.4 EXCEPTIONS TO CONFIDENTIAL INFORMATION. The Receiving Party shall\nhave no obligation with respect to information which (i) was rightfully in\npossession of or known to the Receiving Party without any obligation of\nconfidentiality prior to receiving it from the Disclosing Party; (ii) is, or\nsubsequently becomes, legally and publicly available without breach of this\nAgreement; (iii) is rightfully obtained by the Receiving Party from a source\nother than the\n\n                                     Page 12\n\nDisclosing Party without any obligation of confidentiality; (iv) is developed by\nor for the Receiving Party without use of the Confidential Information and such\nindependent development can be shown by documentary evidence; and (v) becomes\navailable to the Receiving Party by wholly lawful inspection or analysis of\nproducts offered for sale. Further, the Receiving Party may disclose\nConfidential Information pursuant to a valid order issued by a court or\ngovernment agency, provided that the Receiving Party provides the Disclosing\nParty: (a) prior written notice of such obligation; and (b) the opportunity to\noppose such disclosure or obtain a protective order.\n\n         10.5 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION. Upon written\ndemand by the Disclosing Party, and in any event upon termination of this\nAgreement, the Receiving Party shall: (i) cease using the Confidential\nInformation, (ii) return the Confidential Information and all copies, notes or\nextracts thereof to the Disclosing Party within seven (7) days of receipt of\ndemand; and (iii) upon request of the Disclosing Party, certify in writing that\nthe Receiving Party has complied with the obligations set forth in this\nparagraph.\n\n         10.6 INDEPENDENT DEVELOPMENT AND RESIDUALS. The terms of\nconfidentiality under this Agreement shall not be construed to limit either\nparty's right to develop independently or acquire products without use of the\nother party's Confidential Information. The Disclosing Party acknowledges that\nthe Receiving Party may currently or in the future be developing information\ninternally, or receiving information from other parties, that is similar to the\nConfidential Information. Accordingly, except as provided in this Agreement,\nneither party shall be prohibited from developing or having developed for it\nproducts, concepts, systems or techniques that are similar to or compete with\nthe products, concepts, systems or techniques contemplated by or embodied in the\nConfidential Information provided that the Receiving Party does not violate any\nof its obligations under this Agreement in connection with such development.\nFurther, subject to the other restrictions and limitations contained in this\nAgreement, the residuals resulting from access to or work with such Confidential\nInformation shall not be subject to the confidentiality obligations contained in\nthis Agreement. The term 'residuals' means non-specific information in\nnon-tangible form, which may be retained by persons who have had access to the\nConfidential Information, including general ideas, concepts, know-how or\ntechniques contained therein. Neither party shall have any obligation to limit\nor restrict the assignment of such persons or to pay royalties for any work\nresulting from the use of residuals.\n\n11.      REPRESENTATIONS AND WARRANTIES.\n\n         11.1 AKAMAI'S REPRESENTATIONS AND WARRANTIES. Akamai represents and\nwarrants to Cisco as follows:\n\n         (a) Akamai and its licensors own or possess the necessary rights, title\nand licenses necessary to perform its obligations hereunder. Akamai has the\nright to enter into this Agreement and to perform its obligations hereunder.\nAkamai will perform all of its development obligations in a workmanlike manner.\n\n         (b) Akamai warrants that any deliverables that are software will be\nYear 2000 Ready. 'Year 2000 Ready' means the ability to: (i) accept input and\nprovide output of data involving dates correctly and without ambiguity as to the\ntwentieth or twenty-first centuries; (ii) manage,\n\n                                     Page 13\n\nstore, sort, perform calculations, and otherwise process data involving dates\nbefore, during, and after January 1, 2000 without malfunction, abends or aborts;\nand (iii) correctly process leap years including the year 2000. The foregoing\nwarranty is subject to the condition that all other products (e.g., hardware,\nsoftware, and firmware) which interface with or are used with the deliverables\n(including any Cisco Products) properly exchange date data with the software. In\nthe event Akamai becomes aware that any such software is not Year 2000 Ready,\nAkamai shall immediately notify Cisco and promptly correct such software to\neliminate such problem. If Akamai fails to correct any such software that does\nnot meet the foregoing warranty within a reasonable period of time, Cisco shall\nhave the right to immediately terminate this Agreement.\n\nEXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 11.1, AKAMAI EXPRESSLY DISCLAIMS\nALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED\nBY LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,\nFITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.\n\n         11.2 CISCO'S REPRESENTATIONS AND WARRANTIES. Cisco represents and\nwarrants to Akamai as follows:\n\n         (a) Cisco and its licensors own or possess the necessary rights, title\nand licenses necessary to perform its obligations hereunder. Cisco has the right\nto enter into this Agreement and to perform its obligations hereunder. Cisco\nwill perform all of its development obligations in a workmanlike manner.\n\n         (b) Cisco warrants that any deliverables that are software will be Year\n2000 Ready. 'Year 2000 Ready' means the ability to: (i) accept input and provide\noutput of data involving dates correctly and without ambiguity as to the\ntwentieth or twenty-first centuries; (ii) manage, store, sort, perform\ncalculations, and otherwise process data involving dates before, during, and\nafter January 1, 2000 without malfunction, abends or aborts; and (iii) correctly\nprocess leap years including the year 2000. The foregoing warranty is subject to\nthe condition that all other products (e.g., hardware, software, and firmware)\nwhich interface with or are used with the deliverables (including any Akamai\nProperty) properly exchange date data with the software. In the event Cisco\nbecomes aware that any such software is not Year 2000 Ready, Cisco shall\nimmediately notify Akamai and promptly correct such software to eliminate such\nproblem. If Cisco fails to correct any such software that does not meet the\nforegoing warranty within a reasonable period of time, Akamai shall have the\nright to immediately terminate this Agreement.\n\nEXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 11.2, CISCO EXPRESSLY DISCLAIMS\nALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED\nBY LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,\nFITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.\n\n         12.      INDEMNITY.\n\n         12.1 INDEMNIFICATION BY CISCO. Cisco shall defend, indemnify and hold\nharmless Akamai and its officers, directors, employees, shareholders, agents,\nsuccessors and assigns from and against any and all loss, damage, settlement,\ncosts or expense (including legal expenses), as incurred, resulting from, or\narising out of (i) any claim against Akamai which alleges that any\n\n                                     Page 14\n\nCisco Property or Cisco deliverable infringes upon, misappropriates or violates\nany patents, copyrights, trademarks or trade secret rights or other proprietary\nrights of persons, firms or entities who are not parties to this Agreement; (ii)\nany claim relating to negligence, misrepresentation, error or omission by Cisco,\nits representatives, distributors, OEMs, VARs or other resellers; and (iii) any\nwarranties made by Cisco inconsistent with or beyond the scope of any warranties\nmade by Akamai under this Agreement.\n\n         12.2 CISCO EXCLUSIONS. Cisco shall have no obligation under Section\n12.1 above to the extent any claim of infringement or misappropriation results\nfrom: (i) use by Akamai of the Cisco Property in combination with any other\nproduct, end item, or subassembly if the infringement would not have occurred\nbut for such combination; (ii) use or incorporation in the Cisco Property of any\ndesign, technique or specification furnished by Akamai, if the infringement\nwould not have occurred but for such incorporation or use; or (iii) any claim\nbased on Akamai's use of the Cisco Property as shipped after Cisco has informed\nAkamai of modifications or changes in the Product required to avoid such claims\nand offered to implement those modifications or changes, if such claim would\nhave been avoided by implementation of Cisco's suggestions; (iv) use of the\ndeliverables other than as permitted under this Agreement, if the infringement\nwould not have occurred but for such use; or (v) compliance by Cisco with\nspecifications or instructions supplied by Akamai.\n\n         12.3 INDEMNIFICATION BY AKAMAI. Akamai shall defend, indemnify and hold\nharmless Cisco and its officers, directors, employees, shareholders, agents,\nsuccessors and assigns from and against any and all loss, damage, settlement,\ncosts or expense (including legal expenses), as incurred, resulting from, or\narising out of (i) any claim against Cisco which alleges that any Akamai\nProperty or Akamai deliverable infringes upon, misappropriates or violates any\npatents, copyrights, trademarks or trade secret rights or other proprietary\nrights of persons, firms or entities who are not parties to this Agreement; (ii)\nany claim relating to negligence, misrepresentation, error or omission by\nAkamai, its representatives, distributors, OEMs, VARs or other resellers; and\n(iii) any warranties made by Akamai inconsistent with or beyond the scope of any\nwarranties made by Akamai under this Agreement.\n\n         12.4 AKAMAI EXCLUSIONS. Akamai shall have no obligation under Section\n12.3 above to the extent any claim of infringement or misappropriation results\nfrom: (i) use by Cisco of the Akamai Property in combination with any other\nproduct, end item, or subassembly if the infringement would not have occurred\nbut for such combination; (ii) use or incorporation in the Akamai Property of\nany design, technique or specification furnished by Cisco, if the infringement\nwould not have occurred but for such incorporation or use; or (iii) any claim\nbased on Cisco's use of the Akamai Property as shipped after Akamai has informed\nCisco of modifications or changes in the Product required to avoid such claims\nand offered to implement those modifications or changes, if such claim would\nhave been avoided by implementation of Akamai's suggestions; (iv) use of the\ndeliverable other than as permitted under this Agreement, if the infringement\nwould not have occurred but for such use; or (v) compliance by Akamai with\nspecifications or instructions supplied by Cisco.\n\n         12.5 CONTROL OF DEFENSE. As a condition to such defense and\nindemnification, the party seeking indemnification will provide the other party\nwith prompt written notice of the claim and\n\n                                     Page 15\n\n          Confidential Materials omitted and filed separately with the\n          Securities and Exchange Commission. Asterisk denote omission.\n\npermit such other party to control the defense, settlement, adjustment or\ncompromise of any such claim. The party seeking indemnification may employ\ncounsel at its own expense to assist it with respect to any such claim.\n\n         12.6 DISCLAIMER. THE FOREGOING PROVISIONS OF THIS SECTION 12 STATE THE\nENTIRE LIABILITY AND OBLIGATIONS OF THE PARTIES AND THE EXCLUSIVE REMEDY WITH\nRESPECT TO ANY VIOLATION OR INFRINGEMENT OF PROPRIETARY RIGHTS, INCLUDING BUT\nNOT LIMITED TO ANY PATENT, COPYRIGHT, TRADEMARK, BY THE PRODUCTS OR SERVICES OF\nCISCO AND AKAMAI, RESPECTIVELY, OR ANY PART THEREOF. EACH PARTY'S OBLIGATIONS\nUNDER THIS SECTION 12 ARE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 13.\n\n13.      LIMITATION OF LIABILITY.\n\n         13.1 LIMITATION OF DAMAGES. EXCEPT FOR BREACH OF THE OBLIGATIONS OF\nCONFIDENTIALITY UNDER SECTION 10, NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO\nANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, STRICT LIABILITY,\nNEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL OR\nCONSEQUENTIAL DAMAGES OR LOST PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE\nGOODS, TECHNOLOGY OR SERVICES.\n\n   13.2 LIMITATION OF LIABILITY. EXCEPT FOR BREACH OF THE OBLIGATIONS OF\nCONFIDENTIALITY UNDER SECTION 10 AND THE INDEMNIFICATION OBLIGATIONS UNDER\nSECTION 12, THE TOTAL DOLLAR LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT OR\nOTHERWISE SHALL BE LIMITED TO [**].\n\n14.      TERM AND TERMINATION.\n\n         14.1 TERM OF AGREEMENT. This Agreement shall be effective upon the\nEffective Date and shall remain in force for a period of three (3) years, unless\notherwise terminated as provided herein. However, this Agreement shall continue\nto remain in effect with respect to any project already agreed to hereunder at\nthe time of such termination, until such projects are themselves terminated or\nperformance thereunder is completed.\n\n         14.2 TERMINATION FOR CAUSE. This Agreement may be terminated by a party\nfor cause immediately upon the occurrence of and in accordance with the\nfollowing:\n\n                  (a) Insolvency Event. Either may terminate this Agreement by\n         delivering written notice to the other party upon the occurrence of any\n         of the following events: (i) a receiver is appointed for either party\n         or its property; (ii) either makes a general assignment for the benefit\n         of its creditors; (iii) either party commences, or has commenced\n         against it, proceedings under any bankruptcy, insolvency or debtor's\n         relief law, which proceedings are not dismissed within sixty (60) days;\n         or (iv) either party is liquidated or dissolved.\n\n                                     Page 16\n\n          Confidential Materials omitted and filed separately with the\n          Securities and Exchange Commission. Asterisk denote omission.\n\n                  (b) [**]. In the event [**], Cisco may at its option terminate\n         this Agreement upon written notice.\n\n                  (c) Default. Either party may terminate this Agreement\n         effective upon written notice to the other if the other party violates\n         any covenant, agreement, representation or warranty contained herein in\n         any material respect or defaults or fails to perform any of its\n         obligations or agreements hereunder in any material respect, which\n         violation, default or failure is not cured within [**] after notice\n         thereof from the non-defaulting party stating its intention to\n         terminate this Agreement by reason thereof.\n\n         14.3 TERMINATION FOR CONVENIENCE. This Agreement, or any Project except\nas may be provided in such Project's Project Plan, may be terminated by either\nparty without penalty, for any or no reason, by providing [**] prior written\nnotice of such termination.\n\n         14.4 SURVIVAL OF RIGHTS AND OBLIGATIONS UPON TERMINATION. Sections\n3.1(d), 3.1(e), 3.1(f), 3.2(c), 3.2(d), 3.3(c), 3.3(d), 3.3(e), 3.4(c), 3.4(d),\n3.4(e), 4.6, 6, 8, 10, 11, 12, 13, 15 and this Section 14.4 shall survive any\nexpiration or termination of this Agreement or any project hereunder.\nFurthermore, in the event of any termination or expiration of this Agreement or\nsuch project: (i) all licenses expressly granted herein shall survive; and (ii)\nexcept as otherwise expressly provided herein, any ownership provisions\n(including but not limited to Section 8) shall survive.\n\n15.      MISCELLANEOUS.\n\n         15.1 FORCE MAJEURE. Neither party shall be liable to the other for\ndelays or failures in performance resulting from causes beyond the reasonable\ncontrol of that party, including, but not limited to, acts of God, labor\ndisputes or disturbances, material shortages or rationing, riots, acts of war,\ngovernmental regulations, communication or utility failures, or casualties.\n\n         15.2 EXPORT. Each party hereby acknowledges that one or more\ndeliverables supplied under the Agreement are or may be subject to export or\nimport controls under the laws and regulations of the United States (U.S.). Each\nshall comply with such laws and regulations, and, agrees not to knowingly\nexport, re-export, import or re-import, or transfer products without first\nobtaining all required U.S. Government authorizations or licenses. Cisco and\nAkamai each agree to provide the other such information and assistance as may\nreasonably be required by the other in connection with securing such\nauthorizations or licenses, and to take timely action to obtain all required\nsupport documents. Each party agrees to maintain a record of exports,\nre-exports, and transfers of any such deliverables for five (5) years and to\nforward within that time period any required records to the party needing the\nsame or, at such party's request, the U.S. Government. Each party agrees to\npermit audits as required under the regulations to ensure compliance with this\nAgreement.\n\n         15.3 RELATIONSHIP OF PARTIES. The parties are independent contractors\nunder this Agreement and no other relationship is intended, including a\npartnership, franchise, joint venture,\n\n                                     Page 17\n\n          Confidential Materials omitted and filed separately with the\n        Securities and Exchange Commission. Asterisks denote omissions.\n\n\nagency, employer\/employee, fiduciary, master\/servant relationship, or other\nspecial relationship. Neither party shall act in a manner which expresses or\nimplies a relationship other than that of independent contractor, nor bind the\nother party.\n\n         15.4 NO THIRD PARTY BENEFICIARIES. Unless otherwise expressly provided,\nno provisions of this Agreement are intended or shall be construed to confer\nupon or give to any person or entity other than Cisco and Akamai any rights,\nremedies or other benefits under or by reason of this Agreement.\n\n         15.5 EQUITABLE RELIEF. Each party acknowledges that a breach by the\nother party of any confidentiality or proprietary rights provision of this\nAgreement may cause the non-breaching party irreparable damage, for which the\naward of damages would not be adequate compensation. Consequently, the\nnon-breaching party may institute an action to enjoin the breaching party from\nany and all acts in violation of those provisions, which remedy shall be\ncumulative and not exclusive, and a party may seek the entry of an injunction\nenjoining any breach or threatened breach of those provisions, in addition to\nany other relief to which the non-breaching party may be entitled at law or in\nequity.\n\n         15.6 ATTORNEYS' FEES. In addition to any other relief awarded, the\nprevailing party in any action arising out of this Agreement shall be entitled\nto its reasonable attorneys' fees and costs.\n\n         15.7 NOTICES. Any notice required or permitted to be given by either\nparty under this Agreement shall be in writing and shall be personally delivered\nor sent by a reputable overnight mail service (e.g., Federal Express), or by\nfirst class mail (certified or registered), or by facsimile confirmed by first\nclass mail (registered or certified), to the Project Manager of other party.\nNotices will be deemed effective (i) three (3) working days after deposit,\npostage prepaid, if mailed, (ii) the next day if sent by overnight mail, or\n(iii) the same day if sent by facsimile and confirmed as set forth above. A copy\nof any notice shall be sent to the following:\n\n\nCisco Systems, Inc.                                 Akamai Technologies, Inc.\n170 West Tasman Drive                               201 Broadway\nSan Jose, CA  95134                                 Cambridge, MA 02139\nAttn: VP Legal and Government Affairs               Attn: VP and General Counsel\nFax:  (408) 526-7019                                Fax: (617) 250-3001\n\n\n         15.8 ASSIGNMENT. Neither party may assign its rights or delegate its\nobligations hereunder, either in whole or in part, whether by operation of law\nor otherwise, without the prior written consent of the other party. Any\nattempted assignment or delegation without consent will be void. The rights and\nliabilities of the parties under this Agreement will bind and inure to the\nbenefit of the parties' respective successors and permitted assigns. For\npurposes of this Section, [**].\n\n         15.9 WAIVER AND MODIFICATION. Failure by either party to enforce any\nprovision of this Agreement will not be deemed a waiver of future enforcement of\nthat or any other provision.\n\n                                     Page 18\n\nAny waiver, amendment or other modification of any provision of this Agreement\nwill be effective only if in writing and signed by the parties.\n\n         15.10 SEVERABILITY. If for any reason a court of competent jurisdiction\nfinds any provision of this Agreement to be unenforceable, that provision of the\nAgreement will be enforced to the maximum extent permissible so as to effect the\nintent of the parties, and the remainder of this Agreement will continue in full\nforce and effect.\n\n         15.11 CONTROLLING LAW. This Agreement and any action related thereto\nshall be governed, controlled, interpreted and defined by and under the laws of\nthe State of California and the United States, without regard to the conflicts\nof laws provisions thereof. The parties specifically disclaim the UN Convention\non Contracts for the International Sale of Goods.\n\n         15.12 HEADINGS. Headings used in this Agreement are for ease of\nreference only and shall not be used to interpret any aspect of this Agreement.\n\n         15.13 ENTIRE AGREEMENT. This Agreement, including all exhibits which\nare incorporated herein by reference, constitutes the entire agreement between\nthe parties with respect to the subject matter hereof, and supersedes and\nreplaces all prior and contemporaneous understandings or agreements, written or\noral, regarding such subject matter.\n\n         15.14 COUNTERPARTS. This Agreement may be executed in two counterparts,\neach of which shall be an original and together which shall constitute one and\nthe same instrument.\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement by\npersons duly authorized as of the date and year first above written.\n\n\nCISCO SYSTEMS, INC.                           AKAMAI TECHNOLOGIES, INC.\n\nName:     [Illegible]                         Name:    \/s\/Paul Sagen\n\nTitle:                                        Title:     President\n\nDate:  August 6, 1999                         Date:     August 6, 1999\n\n\n\n\n                                     Page 19\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6606,7102],"corporate_contracts_industries":[9509],"corporate_contracts_types":[9613,9620],"class_list":["post-42844","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-akamai-technologies-inc","corporate_contracts_companies-cisco-systems-inc","corporate_contracts_industries-technology__networking","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42844","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42844"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42844"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42844"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42844"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}