{"id":42858,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/sun-community-source-license-sun-microsystems-inc-and-caldera2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sun-community-source-license-sun-microsystems-inc-and-caldera2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/sun-community-source-license-sun-microsystems-inc-and-caldera2.html","title":{"rendered":"Sun Community Source License &#8211; Sun Microsystems Inc. and Caldera Systems Inc."},"content":{"rendered":"<pre>                          SUN COMMUNITY SOURCE LICENSE\n                                   Version 2.3\n\n         (Rev. Date Feb. 22, 1999) as revised by Sun Microsystems, Inc.\n           ('Original Contributor') and Caldera Systems, Inc. ('You')\n\n                                    RECITALS\n\nOriginal Contributor has developed Specifications and Source Code\nimplementations of certain Technology; and\n\nOriginal Contributor desires to license the Technology to a large community to\nfacilitate research, innovation and product development while maintaining\ncompatibility of such products with the Technology as delivered by Original\nContributor; and\n\nOriginal Contributor desires to license certain Sun Trademarks for the purpose\nof branding products that are compatible with the relevant Technology delivered\nby Original Contributor; and\n\nYou desire to license the Technology and possibly certain Sun Trademarks from\nOriginal Contributor on the terms and conditions specified in this License.\n\nIn consideration for the mutual covenants contained herein, You and Original\nContributor agree as follows:\n\n                                    AGREEMENT\n\n1. Introduction. The Sun Community Source License and attachments ('License')\nmay include five distinct licenses: Research Use, TCK, Internal Deployment Use,\nCommercial Use and Trademark License. The Research Use, TCK and Internal\nDeployment Use licenses are effective when You sign this License. The Commercial\nUse and Trademark licenses must be signed by You and Original Contributor in\norder to become effective. Once effective, these licenses and the associated\nrequirements and responsibilities are cumulative. Capitalized terms used in this\nLicense are defined in the Glossary.\n\n2. License Grants.\n\n2.1 Original Contributor Grant. Subject to Your compliance with Sections 3, 8.10\nand Attachment A of this License (and Your right to cure breaches to the extent\nprovided in Section 6.), Original Contributor grants to You a worldwide,\nroyalty-free, non-exclusive license, to the extent of Original Contributor's\nIntellectual Property Rights covering the Original Code, Upgraded Code and\nSpecifications, to do the following:\n\na) Research Use License:\n\n      (i) use, reproduce and modify the Original Code, Upgraded Code and\nSpecifications to create Modifications and Reformatted Specifications for\nResearch Use by You,\n\n\n\nAgreement No. 55391                                                     Page 1\n\n   2\n\n\n      (ii) publish and display Original Code, Upgraded Code and Specifications\nwith, or as part of Modifications, as permitted under Section 3.1 b) below,\n\n      (iii) reproduce and distribute copies of Original Code and Upgraded Code\nto Licensees and students for Research Use by You,\n\n      (iv) compile, reproduce and distribute Original Code and Upgraded Code in\nExecutable form, and Reformatted Specifications to anyone for Research Use by\nYou.\n\nb) Other than the licenses expressly granted in this License, Original\nContributor retains all right, title, and interest in Original Code and Upgraded\nCode and Specifications.\n\n2.2 Your Grants.\n\na) To Other Licensees. You hereby grant to each Licensee a license to Your Error\nCorrections and Shared Modifications, of the same scope and extent as Original\nContributor's licenses under Section 2.1 a) above relative to Research Use,\nAttachment C relative to Internal Deployment Use, and Attachment D relative to\nCommercial Use.\n\nb) To Original Contributor. You hereby grant to Original Contributor a\nworldwide, royalty-free, non-exclusive, perpetual and irrevocable license, to\nthe extent of Your Intellectual Property Rights covering Your Error Corrections,\nShared Modifications and Reformatted Specifications, to use, reproduce, modify,\ndisplay and distribute Your Error Corrections, Shared Modifications and\nReformatted Specifications, in any form, including the right to sublicense such\nrights through multiple tiers of distribution.\n\nc) Other than the licenses expressly granted in Sections 2.2 a) and b) above,\nand the restriction set forth in Section 3.1 d)(iv) below, You retain all right,\ntitle, and interest in Your Error Corrections, Shared Modifications and\nReformatted Specifications.\n\n2.3 Contributor Modifications. You may use, reproduce, modify, display and\ndistribute Contributor Error Corrections, Shared Modifications and Reformatted\nSpecifications, obtained by You under this License, to the same scope and extent\nas with Original Code, Upgraded Code and Specifications.\n\n2.4 Independent Contractors. You may deliver the Source Code of Covered Code to\nother Licensees having at least a Research Use license, for the sole purpose of\nfurnishing development services to You in connection with Your rights granted in\nthis License. All such Licensees must execute appropriate documents with respect\nto such work consistent with the terms of this License, and acknowledging their\nwork-made-for-hire status or assigning exclusive right to their work product and\nassociated Intellectual Property Rights to You.\n\n3. Requirements and Responsibilities.\n\n\n\nAgreement No. 55391                                                      Page 2\n\n   3\n\n3.1 Research Use License. As a condition of exercising the rights granted under\nSection 2.1 a) above, You agree to comply with the following:\n\na) Your Contribution to the Community. All Error Corrections and Shared\nModifications which You create or contribute to are automatically subject to the\nlicenses granted under Section 2.2 above. You are encouraged to license all of\nYour other Modifications under Section 2.2 as Shared Modifications, but are not\nrequired to do so. Your Modification will be a Shared Modification only if You\ndeliver it to Original Contributor or disclose it to third party software\ndevelopers as provided herein (other than Your agents acting on Your behalf and\nindependent contractors engaged by You to perform services for You, and\nexcluding Compliant Covered Code distributed under Attachment D). You agree to\nnotify Original Contributor of any errors in the Specification which come to\nYour attention.\n\nb) Source Code Availability. You agree to provide all Your Error Corrections to\nOriginal Contributor as soon as reasonably practicable and, in any event, prior\nto Internal Deployment Use or Commercial Use, if applicable, or if created after\nInternal Deployment Use or Commercial Use, then as soon as reasonably\npracticable. Original Contributor may, at its discretion, post Source Code for\nYour Error Corrections and Shared Modifications on the Community Webserver. You\nmay also post Error Corrections and Shared Modifications on a web-server of Your\nchoice; provided, that You must take reasonable precautions to ensure that only\nLicensees have access to such Error Corrections and Shared Modifications. Such\nprecautions shall mean a password protection scheme limited to Licensees and a\nclick-on, download certification of Licensee status required of those attempting\nto download from the server. An example of an acceptable certification is\nattached as Attachment A-2. Original Contributor can require additional\nreasonable precautions from time to time. This precaution applies only to the\nSource Code of such Error Corrections and Shared Modifications, and not to the\nexecutable form thereof, which is covered under Section 3.1 d) below.\n\nc) Notices. All Error Corrections and Shared Modifications You create or\ncontribute to must include a file documenting the additions and changes You made\nand the date of such additions and changes. You must also include the notice set\nforth in Attachment A-1 in the file header. If it is not possible to put the\nnotice in a particular Source Code file due to its structure, then You must\ninclude the notice in a location (such as a relevant directory file or\naccompanying documentation), where a recipient would be most likely to look for\nsuch a notice.\n\nd) Redistribution.\n\n      (i) Source. Covered Code may be distributed in Source Code form only to\nanother Licensee (except for students as provided below). You may not offer or\nimpose any terms on any Covered Code that alter the rights, requirements, or\nresponsibilities of such Licensee. You may distribute Covered Code to students\nfor use in\n\n\n\nAgreement No. 55391                                                      Page 3\n\n   4\n\nconnection with their course work and research projects undertaken at accredited\neducational institutions. Such students need not be Licensees, but must be given\na copy of the notice set forth in Attachment A-3 and such notice must also be\nincluded in a file header or prominent location in the Source Code made\navailable to such students.\n\n      (ii) Executable. You may distribute Executable version(s) of Covered Code\nto Licensees and other third parties only for the purpose of evaluation and\ncomment in connection with Research Use by You and under a license of Your\nchoice, but which limits use of such Executable version(s) of Covered Code only\nto that purpose.\n\n      (iii) Modified Class, Interface and Package Naming. In connection with\nResearch Use by You only, You may use Original Contributor's class, interface\nand package names only to accurately reference or invoke the Source Code files\nYou modify. Original Contributor grants to You a limited license to the extent\nnecessary for such purposes.\n\n      (iv) You expressly agree that any distribution, in whole or in part, of\nModifications developed by You shall only be done pursuant to the term and\nconditions of this License.\n\ne) Extensions.\n\n      (i) Covered Code. You may not include any Source Code of Community Code in\nany Extensions;\n\n      (ii) Publication. No later than the date on which You first distribute\nsuch Extension for Commercial Use, You must publish to the industry, on a\nnon-confidential basis and free of all copyright restrictions with respect to\nreproduction and use, an accurate and current specification for any Extension.\nIn addition, You must make available an appropriate test suite, pursuant to the\nsame rights as the specification, sufficiently detailed to allow any third party\nreasonably skilled in the technology to produce implementations of the Extension\ncompatible with the specification. Such test suites must be made available as\nsoon as reasonably practicable but, in no event, later than ninety (90) days\nafter Your first Commercial Use of the Extension. You must use reasonable\nefforts to promptly clarify and correct the specification and the test suite\nupon written request by Original Contributor.\n\n      (iii) Open. You agree to refrain from enforcing any Intellectual Property\nRights You may have covering any interface(s) of Your Extension, which would\nprevent the implementation of such interface(s) by Original Contributor or any\nLicensee. This obligation does not prevent You from enforcing any Intellectual\nProperty Right You have that would otherwise be infringed by an implementation\nof Your Extension.\n\n      (iv) Class, Interface and Package Naming. You may not add any packages, or\nany public or protected classes or interfaces\n\n\n\nAgreement No. 55391                                                      Page 4\n\n   5\n\nwith names that originate or might appear to originate from Original Contributor\nincluding, without limitation, package or class names which begin with 'sun',\n'java', 'javax', 'jini', 'net.jini', 'com.sun' or their equivalents in any\nsubsequent class, interface and\/or package naming convention adopted by\nOriginal Contributor. It is specifically suggested that You name any new\npackages using the 'Unique Package Naming Convention' as described in 'The Java\nLanguage Specification' by James Gosling, Bill Joy, and Guy Steele, ISBN 0-201-\n63451-1, August 1996. Section 7.7 'Unique Package Names', on page 125 of this\nspecification which states, in part:\n\n'You form a unique package name by first having (or belonging to an organization\nthat has) an Internet domain name, such as 'sun.com'. You then reverse the name,\ncomponent by component, to obtain, in this example, 'Com.sun', and use this as a\nprefix for Your package names, using a convention developed within Your\norganization to further administer package names.'\n\n4. Versions of the License.\n\n4.1 License Versions. Original Contributor may publish revised versions of the\nLicense from time to time. Each version will be given a distinguishing version\nnumber.\n\n4.2 Effect. Once a particular version of Covered Code has been provided under a\nversion of the License, You may always continue to use such Covered Code under\nthe terms of that version of the License. You may also choose to use such\nCovered Code under the terms of any subsequent version of the License. No one\nother than Original Contributor has the right to promulgate License versions.\n\n5. Disclaimer of Warranty.\n\n5.1 COVERED CODE IS PROVIDED UNDER THIS LICENSE 'AS IS,' WITHOUT WARRANTY OF ANY\nKIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT\nTHE COVERED CODE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE\nOR NON-INFRINGING. YOU AGREE TO BEAR THE ENTIRE RISK IN CONNECTION WITH YOUR USE\nAND DISTRIBUTION OF COVERED CODE UNDER THIS LICENSE. THIS DISCLAIMER OF WARRANTY\nCONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY COVERED CODE IS\nAUTHORIZED HEREUNDER EXCEPT SUBJECT TO THIS DISCLAIMER\n\nERROR CORRECTIONS AND SHARED MODIFICATIONS ARE PROVIDED BY YOU 'AS IS,' WITHOUT\nWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,\nWARRANTIES THAT THE ERROR CORRECTIONS OR SHARED MODIFICATIONS ARE FREE OF\nDEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NONINFRINGING. ORIGINAL\nCONTRIBUTOR AGREES TO BEAR THE ENTIRE RISK IN CONNECTION WITH ITS USE AND\nDISTRIBUTION OF SUCH ERROR CORRECTIONS AND SHARED MODIFICATIONS. THIS DISCLAIMER\nOF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY SUCH\nERROR CORRECTIONS OR SHARED MODIFICATIONS IS AUTHORIZED HEREUNDER EXCEPT SUBJECT\nTO THIS DISCLAIMER.\n\n\n\nAgreement No. 55391                                                     Page 5\n\n   6\n\n\n5.2 You acknowledge that Original Code, Upgraded Code and Specifications are not\ndesigned or intended for use in (i) on-line control of aircraft, air traffic,\naircraft navigation or aircraft communications; or (ii) in the design,\nconstruction, operation or maintenance of any nuclear facility. Original\nContributor disclaims any express or implied warranty of fitness for such uses.\n\nOriginal Contributor acknowledges that Error Corrections and Shared\nModifications provided by You are not designed or intended for use in (i)\non-line control of aircraft, air traffic, aircraft navigation or aircraft\ncommunications; or (ii) in the design, construction, operation or maintenance of\nany nuclear facility. You disclaim any express or implied warranty of fitness\nfor such uses.\n\n5.3 This License, the Trademark License and the Master Support Agreement do not\nrestrict, limit or apply to any Caldera Independent Product or Third Party\nIndependent Product or the Commercialization of any Independent Product. A\n'Caldera Independent Product' means any product, code, service or technology\nwhich is created or developed without infringing any intellectual property\nrights of Original Contributor by or for You independent of and without the use\nof any Covered Code (code or software which is lawfully received by You from a\nsource other than Original Contributor and not under this License, and that You\ncould have rightfully obtained in the absence of this License, shall not be\ndeemed Covered Code for this purpose), provided the Commercialization of such\nproduct, code, service or technology does not infringe any intellectual property\nrights of Original Contributor. A 'Third Party Independent Product 'means any\nproduct, code, service or technology lawfully licensed or provided to You by a\nsource other than Original Contributor that You could have rightfully obtained\nin the absence of this License, provided the Commercialization of such product,\ncode, service or technology does not infringe any intellectual property rights\nof Original Contributor. An 'Independent Product' means either a Caldera\nIndependent Product or a Third Party Independent Product. Subject to the\nforegoing provisions of this Section, an Independent Product might or might not\nbe a product, code, service or technology implementing or relating to the\nTechnology, Java based code or Java Specifications. The term 'Commercialization\nof an Independent Product' means any creation, development, modification, use,\ncopying, distribution, manufacture, sale, display, publication, and\/or\nCommercialization of the Independent Product without the infringement of any\nvalid and unexpired intellectual property right of Original Contributor. The\nintent of the parties is to ensure that any activity which You could lawfully\nengage in, in the absence of this License, the Trademark License and the Master\nSupport Agreement, will not be prohibited or restricted by this License, the\nTrademark License or the Master Support Agreement. This Section 5.3 does not\ngrant expressly or by implication any license or rights to You to any\nintellectual property of Original Contributor.\n\n6. Termination.\n\n\n\nAgreement No. 55391                                                      Page 6\n\n   7\n\n6.1 By You. You may terminate this Research Use license or the License at\nanytime by providing written notice to Original Contributor.\n\n6.2 By Original Contributor. This License and the rights granted hereunder will\nterminate:\n\n      (i) automatically if You materially breach the terms of this License and\nfail to cure such breach within 30 days of receipt of written notice of the\nbreach. Said notice must describe the breach and facts upon which the breach is\nalleged. If more than 30 days is required to cure the breach, then the 30 day\nperiod shall be extended as reasonably necessary provided that You begin the\ncure within said 30 days and are diligent to complete the cure as soon as\nreasonably possible. If the breach is of an incurable nature, then it shall be\ndeemed cured for the purposes of this section if You take reasonable steps to\nensure that the breach is not repeated and inform Original Contributor of such\nsteps. If You dispute the existence of the breach, then You shall have the right\nto have such dispute first resolved in accordance with Section 8.6 before\ntermination under this Section 6.2(i) and the 30 day cure period begin. Nothing\nin this Section 6.2 shall limit the injunctive relief or other remedies to which\nOriginal Contributor may be entitled for any copying, use or distribution by You\nof Covered Code outside the scope of this License.\n\n      (ii) notwithstanding Section 6.2(i) above, immediately in the event of\ncircumstances specified in Section 7.1 or a violation of Original Contributor's\nintellectual property rights (except for Your first curable violation that was\ninadvertent or occurred despite Your exercise of reasonable care and good faith,\nwhich will be covered by Section (i) above except as provided herein); or\n\n      (iii) at Original Contributor's discretion upon any action initiated in\nthe first instance by You alleging that use or distribution by Original\nContributor or any Licensee, of Original Code, Upgraded Code, Error Corrections\nor Shared Modifications contributed by You, or Specifications, infringe a patent\nowned or controlled by You.\n\n6.3 Effect of Termination. Upon termination, You agree to discontinue use and\nreturn or destroy all copies of Covered Code in your possession. However, for\ntermination for any reason other than a violation of Original Contributor's\nintellectual property rights, You may continue to use Covered Code in compliance\nwith the License in connection with the support of Your customers and end-users\nexisting on the date of termination and the distribution of error corrections to\nthem in compliance with the terms of the License governing distribution. The\nforegoing limitation does not apply to violations that were inadvertent or\noccurred despite Your exercise of reasonable care and good faith (or if in good\nfaith but due to lack of reasonable care, You have taken appropriate steps to\nensure that it does not happen again). All sublicenses and licenses to the\nCovered Code which you have properly granted shall survive any termination of\nthis\n\n\n\nAgreement No. 55391                                                      Page 7\n\n   8\n\n\nLicense. Provisions which, by their nature, should remain in effect beyond the\ntermination of this License shall survive including, without limitation,\nSections 2.2, 3, 5, 7 and 8 hereof and Section 5 of the Commercial Use license.\n\n6.4 Each party waives and releases the other from any claim to compensation or\nindemnity for permitted or lawful termination of the business relationship\nestablished by this License.\n\n7. Liability.\n\n7.1 Infringement. Should any of the Original Code, Upgraded Code, TCK or\nSpecifications ('Materials') become the subject of a claim of infringement,\nOriginal Contributor may, at its sole option, (i) attempt to procure the rights\nnecessary for You to continue using the Materials, (ii) modify the Materials so\nthat they are no longer infringing, or (iii) terminate Your right to use the\nMaterials, immediately upon written notice, and refund to You the amount, if\nany, having then actually been paid by You to Original Contributor for the\nOriginal Code, Upgraded Code and TCK, depreciated on a straight line, five year\nbasis.\n\n7.2 LIMITATION OF LIABILITY. EXCEPT FOR VIOLATIONS OF ORIGINAL CONTRIBUTOR'S OR\nYOUR INTELLECTUAL PROPERTY RIGHTS:\n\nTO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, YOUR LIABILITY TO ORIGINAL\nCONTRIBUTOR AND ORIGINAL CONTRIBUTOR'S LIABILITY TO YOU FOR CLAIMS RELATING TO\nTHIS LICENSE, WHETHER FOR BREACH OR IN TORT, SHALL BE LIMITED TO ONE HUNDRED\nPERCENT (100%) OF THE AMOUNT HAVING THEN ACTUALLY BEEN PAID BY YOU TO ORIGINAL\nCONTRIBUTOR UNDER THIS LICENSE (THIS LIMIT DOES NOT APPLY TO YOUR OBLIGATION TO\nMAKE PAYMENTS UNDER SECTION 7 OF ATTACHMENT D). IN NO EVENT WILL YOU OR ORIGINAL\nCONTRIBUTOR BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR\nCONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS LICENSE\n(INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC\nADVANTAGE), HOWEVER IT ARISES AND ON ANY THEORY OF LIABILITY, WHETHER IN AN\nACTION FOR CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE) OR\nOTHERWISE, WHETHER OR NOT YOU OR ORIGINAL CONTRIBUTOR HAS BEEN ADVISED OF THE\nPOSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE\nOF ANY REMEDY.\n\n8. Miscellaneous.\n\n8.1 Trademark. You agree to comply with the then current Sun Trademark &amp; Logo\nUsage Requirements accessible through the SCSL Webpage. Except as expressly\nprovided in the License, You are granted no right, title or license to, or\ninterest in, any Sun Trademarks. You agree not to (i) challenge Original\nContributor's ownership or use of Sun Trademarks; (ii) attempt to register any\nSun Trademarks, or any mark or logo substantially similar thereto; or (iii)\nincorporate any Sun Trademarks into your own trademarks, product names,\nservice marks, company names, or domain names.\n\n\n\nAgreement No. 55391                                                      Page 8\n\n   9\n\n\n8.2 Integration. This License represents the complete agreement concerning the\nsubject matter hereof.\n\n8.3 Assignment. Original Contributor may assign this License, and its rights and\nobligations hereunder, in its sole discretion. You may assign or transfer this\nLicense to any third party who acquires all or substantially all of Your\nbusiness assets relating to this License, except to a competitor of Original\nContributor, in which case You cannot assign or transfer this License (including\nby way of merger, even if You are the surviving entity) without Original\nContributor's prior written consent, not to be unreasonably withheld or delayed.\n\n8.4 Severability. If any provision of this License is held to be unenforceable,\nsuch provision shall be reformed only to the extent necessary to make it\nenforceable. Notwithstanding the foregoing, if You are prohibited by law from\nfully and specifically complying with Sections 2.2 or 3, this License will\ncontinue in effect upon the agreement of the parties to revised terms that most\nnearly accomplish the same effect as the present Sections 2.2 and 3.\n\n8.5 Governing Law. This License shall be governed by the laws of the United\nStates and the State of California, as applied to contracts entered into and to\nbe performed in California between California residents. The application of the\nUnited Nations Convention on Contracts for the International Sale of Goods is\nexpressly excluded.\n\n8.6 Dispute Resolution.\n\na) Any dispute arising out of or relating to this License shall be finally\nsettled by arbitration as set out herein, except that either party may bring any\naction, in a court of competent jurisdiction (which jurisdiction shall be\nexclusive), with respect to any dispute relating to such party's Intellectual\nProperty Rights or with respect to Your compliance with the TCK license.\nArbitration shall be administered: (i) by the American Arbitration Association\n(AAA), (ii) in accordance with the applicable rules of the American Arbitration\nAssociation (the 'Rules') in effect at the time of arbitration as modified\nherein; and (iii) the arbitrator will apply the substantive laws of California\nand United States. Judgement upon the award rendered by the arbitrator may be\nentered in any court having jurisdiction to enforce such award.\n\nb) All arbitration proceedings shall be conducted in English by a single\narbitrator selected in accordance with the Rules, who must be fluent in English\nand be either a retired judge or practicing attorney having at least ten (10)\nyears litigation experience and be reasonably familiar with the technology\nmatters relative to the dispute. Unless otherwise agreed, arbitration venue\nshall be in San Francisco if You demand the arbitration and in Salt Lake City if\nOriginal Contributor demands the arbitration. The arbitrator may award monetary\ndamages only and nothing shall preclude either party from seeking provisional or\nemergency relief from a court of competent\n\n\n\nAgreement No. 55391                                                      Page 9\n\n   10\n\n\njurisdiction. The arbitrator shall have no authority to award damages in excess\nof limitations on liability set forth in this License and any such award in\nexcess is void to the extent of the excess. All awards will be payable in U.S.\ndollars and may include, for the prevailing party (i) pre-judgment award\ninterest, (ii) reasonable attorneys' fees incurred in connection with the\narbitration, and (iii) reasonable costs and expenses incurred in enforcing the\naward. The arbitrator will order each party to produce identified documents and\nrespond to no more than twenty-five single question interrogatories.\n\n8.7 Construction. Any law or regulation which provides that the language of a\ncontract shall be construed against the drafter shall not apply to this License.\n\n8.8 U.S. Government End Users. The Covered Code is a 'commercial item,' as that\nterm is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of 'commercial\ncomputer software' and 'commercial computer software documentation,' as such\nterms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R.\n12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S.\nGovernment End Users acquire Covered Code with only those rights set forth\nherein. You agree to pass this notice to Your licensees.\n\n8.9 Press Announcements. All press announcements relative to the execution of\nthis License must be reviewed and approved by Original Contributor and You prior\nto release.\n\n8.10 International Use.\n\na) Export\/Import laws. Covered Code is subject to U.S. export control laws and\nmay be subject to export or import regulations in other countries. Each party\nagrees to comply strictly with all such laws and regulations and acknowledges\ntheir responsibility to obtain such licenses to export, re-export, or import as\nmay be required. You agree to pass these obligations to Your licensees.\n\nb) Intellectual Property Protection. Due to limited intellectual property\nprotection and enforcement in certain countries, You agree not to redistribute\nthe Original Code, Upgraded Code, TCK and Specifications to any country other\nthan the list of restricted countries on the SCSL Webpage. This section 8.10 b)\ndoes not apply to distribution of executable code.\n\n8.11 Language. This License is in the English language only, which language\nshall be controlling in all respects, and all versions of this License in any\nother language shall be for accommodation only and shall not be binding on the\nparties to this License. All communications and notices made or given pursuant\nto this License, and all documentation and support to be provided, unless\notherwise noted, shall be in the English language.\n\n8.12 Consultation. Original Contributor shall, upon Your request, consult with\nYou on questions or issues concerning this\n\n\n\nAgreement No. 55391                                                      Page 10\n\n   11\n\n\nLicense and other agreements referenced herein and Your compliance therewith.\n\nAGREED TO AND ACCEPTED BY:\n\nYou:                                                  Original Contributor:\n\nCaldera Systems, Inc.                                 Sun Microsystems, Inc.\n\nBy:                                                   By:\n\nTitle:                                                Title:\n\nDate:                                                 Date:\n\n\n\n\n\n\n\n\n\n\nGLOSSARY\n\n1. 'Commercial Use' means any use (excluding Internal Deployment Use) or\ndistribution, directly or indirectly of Compliant Covered Code by You to any\nthird party, alone or bundled with any other software or hardware, for direct or\nindirect commercial or strategic gain or advantage.\n\n2. 'Community Code' means the Original Code, Upgraded Code, Error Corrections,\nShared Modifications, or any combination thereof.\n\n3. 'Community Webserver(s)' means the webservers designated by Original\nContributor for posting Error Corrections and Shared Modifications.\n\n4. 'Compliant Covered Code' means Covered Code that complies with the\nrequirements of the TCK.\n\n5. 'Contributor' means each Licensee that creates or contributes to the creation\nof any Error Correction or Shared Modification.\n\n6. 'Covered Code' means the Original Code, Upgraded Code, Modifications, or any\ncombination thereof.\n\n7. 'Error Correction' means any change made to Community Code which conforms to\nthe Specification and corrects the adverse effect of a failure of Community Code\nto perform any function set forth in or required by the Specifications.\n\n\n\nAgreement No. 55391                                                      Page 11\n\n   12\n\n\n7. 'Executable' means Covered Code that has been converted to a form other than\nSource Code.\n\n9. 'Extension(s)' means any additional classes or other programming code and\/or\ninterfaces developed by or for You which: (i) are designed for use with the\nTechnology;(ii) constitute an API for a library of computing functions or\nservices; and (iii) are disclosed to third party software developers for the\npurpose of developing software which invokes such additional classes or other\nprogramming code and\/or interfaces. The foregoing shall not apply to software\ndevelopment by Your subcontractors or independent contractors to be exclusively\nused by You.\n\n10. 'Intellectual Property Rights' means worldwide statutory and common law\nrights associated with (i) patents and patent applications; (ii) works of\nauthorship including copyrights, copyright applications, copyright registrations\nand 'moral rights'; (iii) the protection of trade and industrial secrets and\nconfidential information; and (iv) divisions, continuations, renewals, and re-\nissuances of the foregoing now existing or acquired in the future.\n\n11. 'Internal Deployment Use' means use of Compliant Covered Code (excluding\nResearch Use) within Your business or organization only by Your employees and\/or\nagents and independent contractors, subject to execution of Attachment C by You\nand Original Contributor.\n\n12. 'Licensee' means any party that has entered into and has in effect a version\nof the Sun Community Source License with Original Contributor.\n\n13. 'Modification(s)' means (i) any change to Covered Code; (ii) any new file or\nother such representation of computer program statements that contains any\nportion of Covered Code; and\/or (iii) any new Source Code implementing any\nnon-trivial portion of the Specifications (subsection (iii) does not include an\nimplementation of a portion of the Specifications not specific to Java or the\nTechnology and in common usage (or a combination of such common usage portions\nof the Specifications provided such combination is not specific to Java or the\nTechnology and in common usage), that is independently developed without use of\nSpecifications.\n\n14. 'Original Code' means the initial Source Code for the Technology as\ndescribed on the Technology Download Site.\n\n15. 'Original Contributor' means Sun Microsystems, Inc., its affiliates and its\nsuccessors and assigns.\n\n16. 'Reformatted Specifications' means any revision to the Specifications which\ntranslates or reformats the Specifications (as for example in connection with\nYour documentation) but which does not alter, subset or superset the functional\nor operational aspects of the Specifications.\n\n\n\nAgreement No. 55391                                                      Page 12\n\n   13\n\n\n17. 'Research Use' means use and distribution of Covered Code only for Your\nresearch, development, testing, gaining familiarity, educational or personal and\nindividual use, and expressly excludes Internal Deployment Use and Commercial\nUse.\n\n18. 'SCSL Webpage' means the Sun Community Source license webpage located at\nhttp:\/\/sun.com\/software\/communitysource, or such other URL that Sun may\ndesignate from time to time.\n\n19. 'Shared Modifications' means Modifications provided by You, at Your option,\npursuant to Section 2.2, or received by You from a Contributor pursuant to\nSection 2.3.\n\n20. 'Source Code' means computer program statements written in any high-level,\nreadable form suitable for modification and development.\n\n21. 'Specifications' means the specifications for the Technology and other\ndocumentation, as designated on the Technology Download Site, as may be revised\nby Original Contributor from time to time.\n\n22. 'Sun Trademarks' means Original Contributor's SUN, JAVA, and JINI trademarks\nand logos, whether now used or adopted in the future.\n\n23. 'Technology' means the technology described or identified in Attachment B,\nand Upgrades.\n\n24. 'Technology Compatibility Kit' or 'TCK' means the test programs, procedures\nand\/or other requirements, designated by Original Contributor for use in\nverifying compliance of Covered Code with the Specifications, in conjunction\nwith the Original Code and Upgraded Code. Original Contributor may, in its sole\ndiscretion and from time to time, revise a TCK to correct errors and\/or\nomissions and in connection with Upgrades. Original Contributor agrees that the\ntest programs, procedures and\/or other requirements of the TCK will be applied\nto You in a nondiscriminatory manner.\n\n25. 'Technology Download Site' means the site(s) designated by Original\nContributor for access to the Original Code, Upgraded Code, TCK and\nSpecifications.\n\n26. 'Upgrade(s)' means new versions of Technology designated exclusively by\nOriginal Contributor as an 'Upgrade' and released by Original Contributor from\ntime to time.\n\n27. 'Upgraded Code' means the Source Code for Upgrades, possibly including\nModifications made by Contributors.\n\n28. 'You(r)' means Caldera Systems,Inc. 'You(r)' includes any entity that by\nmajority voting interest controls, is controlled by, or is under common control\nwith You.\n\n\n\nAgreement No. 55391                                                      Page 13\n\n   14\n\n\nATTACHMENT A\n\nREQUIRED NOTICES\n\nATTACHMENT A-1\n\nREQUIRED IN ALL CASES\n\n'The contents of this file, or the files included with this file, are subject to\nthe current version of Sun Community Source License for [fill in name of\napplicable Technology] (the 'License'); You may not use this file except in\ncompliance with the License. You may obtain a copy of the License at\nhttp:\/\/sun.com\/software\/communitysource. See the License for the rights,\nobligations and limitations governing use of the contents of the file.\n\nThe Original and Upgraded Code is [fill in name and version of applicable\nTechnology]. The developer of the Original and Upgraded Code is Sun\nMicrosystems, Inc. Sun Microsystems, Inc. owns the copyrights in the portions it\ncreated. All Rights Reserved.\n\nContributor(s):\n\nAssociated Test Suite(s) Location:\n\nATTACHMENT A-2\n\nSAMPLE LICENSEE CERTIFICATION\n\n'By clicking the `Agree' button below, You certify that You are a Licensee in\ngood standing under the Sun Community Source License, [fill in applicable\nTechnology and Version] ('License') and that Your access, use and distribution\nof code and information You may obtain at this site is subject to the License.'\n\nATTACHMENT A-3\n\nREQUIRED STUDENT NOTIFICATION\n\n'This software and related documentation has been obtained by your educational\ninstitution subject to the Sun Community Source License, [fill in applicable\nTechnology]. You have been provided access to the software and related\ndocumentation for use only in connection with your course work and research\nactivities as a matriculated student of your educational institution. Any other\nuse is expressly prohibited.\n\n\n\nAgreement No. 55391                                                      Page 14\n\n   15\n\n\nTHIS SOFTWARE AND RELATED DOCUMENTATION CONTAINS PROPRIETARY MATERIAL OF SUN\nMICROSYSTEMS, INC, WHICH ARE PROTECTED BY VARIOUS INTELLECTUAL\nPROPERTY RIGHTS.\n\nYou may not use this file except in compliance with the License. You may obtain\na copy of the License on the web at http:\/\/sun.com\/software\/communitysource.'\n\nATTACHMENT B\n\nJava(tm) 2 Standard Edition ('J2SE') Technology\n\nDescription of 'Technology'\n\nJava(tm) 2 Standard Edition Technology v.1.2 as described on the Technology\nDownload Site.\n\nATTACHMENT C\n\nINTERNAL DEPLOYMENT USE\n\nThis Attachment C is only effective for the Technology specified in Attachment\nB,upon execution of Attachment D (Commercial Use License). In the event of a\nconflict between the terms of this Attachment C and Attachment D, the terms of\nAttachment D shall govern.\n\n1. Internal Deployment License Grant. Subject to Your compliance with Section 2\nbelow, and Section 8.10 of the Research Use license (and Your right to cure\nbreaches to the extent provided in Section 6. of the Research Use license); in\naddition to the Research Use license and the TCK license, Original Contributor\ngrants to You a worldwide, non-exclusive license, to the extent of Original\nContributor's Intellectual Property Rights covering the Original Code, Upgraded\nCode and Specifications, to do the following:\n\na) reproduce and distribute internally, Original Code and Upgraded Code as part\nof Compliant Covered Code, and Specifications, for Internal Deployment Use,\n\nb) compile such Original Code and Upgraded Code, as part of Compliant Covered\nCode, and reproduce and distribute internally the same in Executable form for\nInternal Deployment Use, and\n\nc) reproduce and distribute internally, Reformatted Specifications for use in\nconnection with Internal Deployment Use.\n\n2. Additional Requirements and Responsibilities. In addition to the requirements\nand responsibilities described under Section 3.1 of the Research Use license,\nand as a condition to exercising the\n\n\n\nAgreement No. 55391                                                      Page 15\n\n   16\n\nrights granted under Section 3 above, You agree to the following additional\nrequirements and responsibilities:\n\n2.1 Compatibility. All Covered Code must be Compliant Covered Code prior to any\nInternal Deployment Use or Commercial Use, whether originating with You or\nacquired from a third party. Successful compatibility testing must be completed\nin accordance with the TCK License. If You make any further Modifications to any\nCovered Code previously determined to be Compliant Covered Code, you must ensure\nthat such modified Covered Code is Compliant Covered Code.\n\n                      ATTACHMENT D COMMERCIAL USE LICENSE\n\n1. Effect. This Attachment D is to the Sun Community Source License version 2.3\nfor Java2 Standard Edition ('SCSL'). You and Original Contributor have agreed to\nthe terms of the SCSL. You acknowledge that the SCSL is binding on You. This\nAttachment D is effective only if signed below by You and Original Contributor,\nand applies to Your Commercial Use of Original Code and Upgraded Code. All\ncapitalized terms used herein shall have the same meaning setforth in the SCSL\nunless otherwise stated. In the event of a conflict between the express terms of\nthis Attachment D and the Research Use license Section 3.1, the terms of this\nAttachment D shall govern.\n\n2. Term. Upon execution of this Attachment D by You and Original Contributor,\nthis Commercial Use license shall have a term of 18 months. Upon payment by You\nof the amounts set forth in Section 7 hereof, the term of this Attachment D\nshall be extended by one or two years, as applicable.\n\n3. Commercial Use License Grant. Subject to Your compliance with Section 4\nbelow, Section 8.10 of the SCSL, and the TCK license (and Your right to cure\nbreaches to the extent provided in Section 6 of the SCSL); in addition to the\nResearch Use license, the TCK license, and the Internal Deployment Use license,\nOriginal Contributor grants to You a worldwide, non-exclusive, non-transferable\nlicense, to the extent of Original Contributor's Intellectual Property Rights\ncovering the Original Code, Upgraded Code and Specifications, to do the\nfollowing within the specified field of use:\n\na) reproduce and distribute Compliant Covered Code and authorize or license its\nuse in compliance with the License by other Licensees;\n\nb) compile Compliant Covered Code and reproduce and distribute the same in\nExecutable form directly to end users or through one or multiple tiers of\ndistribution and authorize or license its use by others in compliance with the\nLicense;\n\nc) reproduce and distribute Reformatted Specifications in association with\nCompliant Covered Code and authorize or license their use by others in\ncompliance with the License; and\n\n\n\nAgreement No. 55391                                                      Page 16\n\n   17\n\nd) create Modifications for Commercial Use or Internal Deployment Use under the\nprovisions of this Attachment D and Section 2.a)(i) of the Research Use license.\n\n4. Additional Requirements and Responsibilities. In addition to the requirements\nand responsibilities specified in the Research Use license, the TCK license and\nthe Internal Deployment license, and as a condition to exercising the rights\ngranted in Section 3 above, You agree to the following additional requirements\nand responsibilities:\n\na) Distribution of Source Code. Source Code of Compliant Covered Code may be\ndistributed only to another Licensee of the same Technology.\n\nb) Distribution of Executable Code. You may distribute the Executable version(s)\nof Compliant Covered Code under a license of Your choice, which may contain\nterms different from this License, provided (i) that You are in compliance with\nthe terms of this License, and (ii) You must make it absolutely clear that any\nterms which differ from this License are offered by You alone, not by Original\nContributor or any other Contributor. Commencing with Your first release of\nCompliant Covered Code, each binary copy of Your Linux operating system\ndistributed by You must include the executable version of Your implementation of\nthe Technology (and which must conform to the definition of Compliant Covered\nCode), except that for binary copies made available via web download, You must\ninstead make the executable version of Your implementation of the Technology\n(and which must conform to the definition of Compliant Covered Code) available\nfor download as well. This section does not require bundling of Your\nimplementation of the Technology with Your OpenLinux software in fields of use\noutside the scope of Section 7, or in distributions limited to demonstration,\nevaluation, or promotional purposes or copies of Your OpenLinux software which\nmust be distributed in order to comply with the GNU General Public License.\n\nc) Branding. Products integrating Compliant Covered Code used for Commercial Use\nmust be branded with the Technology compliance logo under a separate trademark\nlicense required to be executed by You and Original Contributor concurrent with\nexecution of this Attachment D.\n\n5. Indemnity\/Limitation of Liability. The provisions of Section 7.1 of the\nResearch Use license are superseded by the following:\n\na) Your Indemnity Obligation. You hereby agree to defend, at Your expense, any\nlegal proceeding brought against Original Contributor or any Licensee to the\nextent it is based on a claim: (i) that the use, reproduction or distribution of\nany of Your Error Corrections or Shared Modifications is an infringement of a\nthird party trade secret or a copyright in a country that is a signatory to the\nBerne Convention; (ii) based on any representation, warranty, support,\nindemnity, liability or other license terms You may offer in connection with any\nCovered Code; or (iii) arising from Your\n\n\n\nAgreement No. 55391                                                      Page 17\n\n   18\n\n\nCommercial Use of Covered Code, other than a claim covered by Section 5.b)\nbelow, or a patent claim based solely on Covered Code not provided by You. You\nwill pay all damages, costs and fees awarded by a court of competent\njurisdiction, or such settlement amount negotiated by You, attributable to such\nclaim.\n\nb) Original Contributor's Indemnity Obligation. Original Contributor will\ndefend, at its expense, any legal proceeding brought against You, to the extent\nit is based on a claim that Your authorized Commercial Use of Original Code and\nUpgraded Code is an infringement of a third party trade secret or a copyright in\na country that is a signatory to the Berne Convention, and will pay all damages,\ncosts and fees awarded by a court of competent jurisdiction, or such settlement\namount negotiated by Original Contributor, attributable to such claim. The\nforegoing shall not apply to any claims of intellectual property infringement\nbased upon the combination of code or documentation supplied by Original\nContributor with code, technology or documentation from other sources.\n\nc) Right of Intervention. Original Contributor will have the right, but not the\nobligation, to defend You, at Original Contributor's expense, in connection with\na claim that Your Commercial Use of Original Code and Upgraded Code is an\ninfringement of a third party patent and will, if Original Contributor chooses\nto defend You, pay all damages, costs and fees awarded by a court of competent\njurisdiction, or such settlement amount negotiated by Original Contributor,\nattributable to such claim.\n\nd) Prerequisites. Under Sections 5.b) and c) above, You must, and under Section\n5.a) above, Original Contributor or any Licensee must: (i) provide notice of the\nclaim promptly to the party providing an indemnity; (ii) give the indemnifying\nparty sole control of the defense and settlement of the claim; (iii) provide the\nindemnifying party, at indemnifying party's expense, all available information,\nassistance and authority to defend; and (iv) not have compromised or settled\nsuch claim or proceeding without the indemnifying party's prior written consent.\n\ne) Additional Remedies. Should any Original Code, Upgraded Code, TCK,\nSpecifications, Error Corrections, or Modifications become, or in the\nindemnifying party's opinion be likely to become, the subject of a claim of\ninfringement for which indemnity is provided above, the indemnifying party may,\nat its sole option, attempt to procure on reasonable terms the rights necessary\nfor the indemnified party to exercise its license rights under this License with\nrespect to the infringing items, or to modify the infringing items so that they\nare no longer infringing without substantially impairing their function or\nperformance. If the indemnifying party is unable to do the foregoing after\nreasonable efforts, then the indemnifying party may send a notice of such\ninability to the indemnified party together with a refund of any license fees\nreceived by the indemnifying party from the indemnified party for the infringing\nitems applicable to the indemnified party's future use or distribution of such\ninfringing items, in which case the indemnifying party will not be liable for\nany\n\n\n\nAgreement No. 55391                                                      Page 18\n\n   19\n\ndamages resulting from infringing activity with respect to the infringing items\noccurring after such notice and refund.\n\n6. Support Programs.\n\nSupport to You. Technical support is not provided to You by Original Contributor\nunder this License. You may contract for one or more support programs from\nOriginal Contributor relating to the Technology which are described on the SCSL\nWebpage.\n\nCustomer Support. You are responsible for providing technical and maintenance\nsupport services to Your customers for Your products and services incorporating\nthe Compliant Covered Code.\n\n7. Technology and Payments.\n\nTechnology specified in Attachment B.\n\nField of Use: OpenLinux for the x86, UltraSPARC, Itanium (Merced), and Power PC\nprocessors\n\nThe Solaris reference port and the 'release candidate' pre-release version of\nthe Linux reference port of the Technology will be made available to You\npromptly following execution hereof. Original Contributor will provide\nsubsequent releases of the Linux reference port as released until general\ncommercial availability of such port. Thereafter, You will receive subsequent\nreleases as provided under the Master Support Agreement entered into\nconcurrently herewith. Original Contributor is planning an initial release of\nthe Linux reference port of the Technology by June 30, 2000, which will be made\navailable to You promptly upon release. In addition, at Your option, Original\nContributor will separately make available to You (i) its 'Blackdown' binary\nreference port of the Java2 Standard Edition runtime environment, under Original\nContributor's then standard terms and conditions for such software (except that\nin addition You must not expose any APIs to the software, or indicate in any way\nthat it is included in any of Your products), at no charge to You; and (ii) its\ncommercially released binary Linux reference port of the Java2 Standard Edition\nruntime environment, under Original Contributor's then standard terms and\nconditions for such software (except that You may bundle the software with Your\nLinuxOS), at no charge to You. Your license to the Blackdown port will terminate\nno later than upon release of the Linux reference port of the Technology.\n\nFor the right to distribute, for 18 months from the execution of this Attachment\nD, Compliant Covered Code for Java2 Standard Edition and the Java HotSpot\nPerformance Engine (as provided in the separate SCSL and Attachment D entered\ninto between the parties concurrently herewith) in compliance with and subject\nto the provisions of the applicable SCSL and its attachments, and in\nconsideration of the Master Support Agreement between the parties entered into\nconcurrently herewith, You hereby agree to pay Original Contributor\na nonrefundable payment in the amount of $1,250,000 as follows: $400,000 within\n30\n\n\n\nAgreement No. 55391                                                      Page 19\n\n   20\n\ndays from execution of this Attachment D, and $850,000 by March 24, 2000.\n\nYou may elect to pay Original Contributor a nonrefundable payment of $3,100,000\nby March 24, 2000 (instead of $850,000), in which case this Attachment D will\nhave a term of three years and six months. Alternatively, You may renew this\nAttachment D (i) for a year (following the 18 month initial term) by paying\nOriginal Contributor a nonrefundable payment of $1,500,000 by the 18 month\nanniversary of the execution date hereof, and (ii) for a third year by paying\nOriginal Contributor an additional nonrefundable payment of $1,750,000 by the\nthirtieth month anniversary of the execution date hereof. The exercise of option\n(i) does not require You to exercise option (ii). Provided that this Attachment\nhas been extended to three and a half years as above, You may elect to extend\nthis Attachment for up to an additional three years. If You elect to extend the\nterm of this Attachment, the pricing for such additional term (excluding\nsupport) will not exceed Original Contributor's applicable then-current standard\npricing for the license and rights granted herein.\n\nb) [****].\n\nc) Taxes. All payments required by this License shall be made in United States\ndollars, are exclusive of taxes, and You agree to bear and be responsible for\nthe payment of all such taxes, including, but not limited to, all sales, use,\nrental receipt, personal property or other taxes and their equivalents which may\nbe levied or assessed in connection with this License (excluding only taxes\nbased on Original Contributor's net income). To the extent You are required to\nwithhold taxes based upon Original Contributor's income in any country, You\nagree to provide Original Contributor with written evidence of such withholding,\nsuitable for Original Contributor to obtain a tax credit in the United States.\n\n8. Notice of Breach or Infringement. Each party shall notify the other\nimmediately in writing when it becomes aware of any breach or violation of the\nterms of this License, or when You become aware of any potential or actual\ninfringement by a third party of the Technology or Sun's Intellectual Property\nRights therein.\n\n9. Proprietary Rights Notices. You may not remove any copyright notices,\ntrademark notices or other proprietary legends of Original Contributor or its\nsuppliers contained on or in the Original Code, Upgraded Code and\nSpecifications.\n\n10. Notices. All written notices required by this License must be delivered in\nperson or by means evidenced by a delivery receipt and will be effective upon\nreceipt by the persons at the addresses specified below.\n\n\nOriginal Contributor:                                 You:\n\n\n\nAgreement No. 55391                                                      Page 20\n\n\n****CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH\nTHE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN\nREQUESTED WITH RESPECT TO SUCH OMITTED PORTIONS.\n   21\n\n\nSun Microsystems, Inc.                         Caldera Systems, Inc.\n\n901 San Antonio Road                           240 West Center St.\n\nPalo Alto, California 94303                    Orem UT 84057\n\nAttn.: VP, Sun Software and\nTechnology Sales                               Attn: President,\n\ncc: Sun Software and Technology,               cc: Contracts Administrator\nGeneral Counsel\n\n11. Disclaimer of Agency. The relationship created hereby is that of licensor\nand licensee and the parties hereby acknowledge and agree that nothing herein\nshall be deemed to constitute You as a franchisee of Original Contributor. You\nhereby waive the benefit of any state or federal statutes dealing with the\nestablishment and regulation of franchises.\n\n12. Marketing. The parties agree on the following:\n\n- Your participation at Original Contributor's Java\/Linux press announcement.\n\n- A Java.Sun.Com home page story announcing the parties' relationship, and a\nlink from that home page to Your website for six months from the execution\nhereof.\n\n- A link to Your website from the appropriate Partner Webpage as determined by\nOriginal Contributor.\n\n- Java on Linux user group co-marketing efforts.\n\n- You may participate in Original Contributor's beta and early access programs\nfor the Linux port of the Java2 Standard Edition and the Java HotSpot\nPerformance Engine, under Original Contributor's standard terms and conditions\nfor such participation.\n\n- If and when Original Contributor introduces a J2EE-Ready or similar branding\nprogram, You may participate at Your option in such program and receive access\nto the TCK as required for such program, all under Original Contributor's then-\nstandard terms and conditions for such program, except with no fee to You.\n\n- Meeting between You and Original Contributor to discuss Caldera OpenLinux as\nan Original Contributor reference port.\n\n- You are entitled to two guest speaking slots at each of two Original\nContributor events, as reasonably selected by Original Contributor.\n\n- You are entitled to two slots in a mutually agreed program at Original\nContributor's Java University or other similar education facility.\n\n- Original Contributor will pay up to $50,000 in matching Your actual payments\nfor purchasing web banner advertisements promoting all of You, Java2 Standard\nEdition and Original Contributor. To qualify for payment from Original\nContributor, You must obtain Original Contributor's prior approval for such\nbanner advertisement.\n\n- Original Contributor will facilitate meetings between You and Original\nContributor's investment arm, a guest spot on one of Original Contributor's\ninternal 'radio' broadcasts to employees, meetings with Java marketing and\nproduct marketing to discuss an international press tour, and a meeting with\nOriginal Contributor Education executives.\n\n\n\nAgreement No. 55391                                                      Page 21\n\n   22\n- Original Contributor will work with You to include You as appropriate in\nfuture public events during the term involving Java technology on the Linux\nplatform.\n\n13. Confidentiality. You and Original Contributor shall keep and maintain in\nconfidence the terms and conditions of this License. However, either party may\ndisclose the general nature of the rights and obligations under this Attachment\nD in the course of business or as required by law or court order.\n\nAgreed:\n\nYou:                                       Original Contributor:\n\nCaldera Systems, Inc.                      Sun Microsystems, Inc.\n\nBy:                                        By:\n   -----------------------------              -----------------------------\n\nTitle:                                     Title:\n      --------------------------                 --------------------------\n\nDate:                                      Date:\n     ---------------------------                ---------------------------\n\n\nATTACHMENT E\nTECHNOLOGY COMPATIBILITY KIT\n\nThe following license is effective for the Java(tm)2 Standard Edition Version\n1.2 Technology Compatibility Kit and subsequent releases made available only\nupon execution of a separate Master Support Agreement entered into concurrently\nherewith. The Technology Compatibility Kit for the Technology specified in\nAttachment B may be accessed at the Technology Download Site only upon execution\nof the support agreement.\n\n1. TCK License.\n\na) Subject to the restrictions set forth in Section 1.b below and Section 8.10\nof the SCSL (and Your right to cure breaches to the extent provided in Section\n6. of the SCSL), in addition to the Research Use license, Original Contributor\ngrants to You a worldwide, non-exclusive, non-transferable license, to the\nextent of Original Contributor's Intellectual Property Rights in the TCK\n(without the right to sublicense), to use the TCK to develop and test\nCovered Code. Such Compliant Covered Code may be distributed by You under the\nCommercial Use license.\n\nb) TCK Use Restrictions. You are not authorized to create derivative works of\nthe TCK or use the TCK to test any implementation of the Specification that is\nnot Covered Code. You may not publish Your test results or make claims of\ncomparative compatibility with respect to other implementations of the\nSpecification. In consideration for the license grant in Section 1.a above You\nagree not\n\n\n\nAgreement No. 55391                                                      Page 22\n\n   23\n\nto develop Your own tests which are intended to validate conformation with the\nSpecification.\n\n2. Requirements for Determining Compliance.\n\n2.1 Definitions.\n\na) 'Added Value' means code which:\n\n      (i) has a principal purpose which is substantially different from that of\nthe stand-alone Technology;\n\n      (ii) represents a significant functional and value enhancement to the\nTechnology;\n\n      (iii) operates in conjunction with the Technology; and\n\n      (iv) is not marketed as a technology which replaces or substitutes for the\nTechnology.\n\nThe parties agree that Your current (as of the execution date hereof) version of\nOpenLinux operating system software is 'Added Value.'\n\nb) 'Java Classes' means the specific class libraries associated with each\nTechnology defined in Attachment B.\n\nc) 'Java Runtime Interpreter' means the program(s) which implement the Java\nvirtual machine for the Technology as defined in the Specification.\n\nd) 'Platform Dependent Part' means those Original Code and Upgraded Code files\nof the Technology which are not in a 'share' directory or subdirectory thereof.\n\ne) 'Shared Part' means those Original Code and Upgraded Code files of the\nTechnology which are identified as 'shared' (or words of similar meaning) or\nwhich are in any 'share' directory or subdirectory thereof, except those files\nspecifically designated by Original Contributor as modifiable.\n\nf) 'User's Guide' means the user's guide for the TCK which Sun makes available\nto You to provide direction in how to run the TCK and properly interpret the\nresults, as may be revised by Sun from time to time.\n\n2.2 Development Restrictions. Compliant Covered Code:\n\na) must include (such as by being bundled with) Added Value;\n\nb) must fully comply with the Specifications for the Technology specified in\nAttachment B;\n\nc) must include the Shared Part, complete and unmodified;\n\n\n\nAgreement No. 55391                                                      Page 23\n\n   24\n\nd) may not modify the functional behavior of the Java Runtime Interpreter or the\nJava Classes;\n\ne) may not modify, subset or superset the interfaces of the Java Runtime\nInterpreter or the Java Classes;\n\nf) may not subset or superset the Java Classes; and\n\ng) may not modify or extend the required public class or public interface\ndeclarations whose names begin with 'java', 'javax', 'jini', 'net.jini',\n'sun.hotjava', 'COM.sun' or their equivalents in any subsequent naming\nconvention.\n\n2.3 Compatibility Testing. Successful compatibility testing must be completed by\nYou (or at Original Contributor's option at commercially reasonable cost and\ntimeliness, a third party designated by Original Contributor to conduct such\ntests) in accordance with the User's Guide. Further, compatibility testing must\nbe conducted using the most current version of the applicable TCK that was\navailable from Original Contributor one hundred twenty (120) days (two hundred\nforty [240] days in the case of silicon implementations) prior to: (i) Your\nInternal Deployment Use; and (ii) each release of Compliant Covered Code by You\nfor Commercial Use. In the event that You elect to use a version of Upgraded\nCode that is newer than that which is required under this Section 2.3, then You\nagree to pass the version of the TCK that corresponds to such newer version of\nUpgraded Code.\n\n2.4 Test Results. You agree to provide to Original Contributor or the third\nparty test facility if applicable, Your test results that demonstrate that\nCovered Code is Compliant Covered Code and that Original Contributor may publish\nor otherwise distribute such test results.\n\n\n\nAgreement No. 55391                                                      Page 24\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6993,8968],"corporate_contracts_industries":[9508,9513],"corporate_contracts_types":[9613,9616],"class_list":["post-42858","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-caldera-systems-inc","corporate_contracts_companies-sun-microsystems-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42858","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=42858"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42858"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42858"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42858"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}