270 Legal [Sample Agreements]

SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT

THIS SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT (“Agreement”) is made as of August 28, 2006 (the “Effective Date”) by and between HEWLETT-PACKARD COMPANY a Delaware Corporation (“HP”), and Voltaire, Inc., a Maryland Corporation (“Licensor”).
The parties hereby agree as follows:

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5. PROGRAM MAINTENANCE AND SUPPORT
Licensor shall provide HP with the maintenance and support for the Program set forth in this Section. The fee for such maintenance and support is set forth in Exhibit B.

5.1. If Licensor learns of an error independently, Licensor shall initiate corrective action and provide a response based on the Problem Severity Definitions and Response requirements specified below.

5.2. Licensor technical personnel shall be designated by Licensor to respond to telephone inquiries by HP during normal TAC business hours in Boston, MA and Tel-Aviv, Israel.

5.3. HP shall have exclusive right to determine (i) the severity level of an error and (ii) whether or not Licensor response is satisfactory in helping to solve the customer’s problem.

5.4. Upon HP’s reasonable request, Licensor shall provide on-site visits to customer locations to assist HP in resolving Severity 1 customer issues. Licensor shall bear all of its costs and expenses related to such on-site visits. HP shall reimburse Licensor for Licensor’s out-of-pocket expenses incurred in connection therewith in the event that Hp and Licensor determine the problem is caused by a product other than the Program. Such reimbursement shall be subject to and paid in accordance with HP’s then current internal business expense policy for reimbursing its employees for actual and reasonable travel and related expenses.

5.5. Within sixty (60) days following the execution of the Agreement, Licensor and HP will develop a support delivery plan that will define the specific procedures for call handling and problem escalations within the requirements of this Agreement.

5.6. Problem Severity Definitions and Response Requirements. Service requests to Licensor made by HP will be handled in accordance with the following procedures. When HP requires back-up support from Licensor, HP will contact Licensor’s engineering support organization which will accept responsibility for handling the call according to the severity levels described below. For the purposes of this section, “receipt” of a call by Licensor will be considered to have occurred when the HP engineering organization has made contact with Licensor’s engineering support organization or a representative thereof.

5.6.1. Severity 1 Definition. A “Severity 1” problem is a catastrophic problem that may severely impact the customer’s ability to conduct business. This may mean the customer’s systems and/or Program are down or not functioning and no procedural work-around exists.

Response Requirements. Licensor’s support organization will respond directly to the HP service delivery organization within one (1) hour following receipt of the call from HP engineering. HP and Licensor will develop an Action Plan within four (4) hours following receipt of the call.
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