Hi Ursula,
 
I'll ask Bob Hillier to find out who our Legato contact is.  Clearly, we need this backup software on day 1.  We will also look into the Rational relationship.  It is not as critical as it is used for development (we have licenses for Rose and for ClearCase and ClearQuest).  
 
--jay

-----Original Message----- 
From: Ursula.Mills@ubsw.com [mailto:Ursula.Mills@ubsw.com] 
Sent: Sat 1/5/2002 5:31 PM 
To: Webb, Jay; Kitchen, Louise 
Cc: 
Subject: FW: Service Bureau Prohibitions



Hi Louise / Jay 

If you can help shed any light on your vendor relationship with Legato 
and Rational, and whether you believe there is scope for reviewing 
these licenses with a view to changing the relevant license agreements, 
that would be extremely helpful.  We understand that both these 
products would be critical components to running the Netco systems. 

Thx 
Ursula 

-----Original Message----- 
From: Roger.Ross 
Sent: 05 January 2002 18:07 
To: bwells 
Cc: Roger.Ross; stephen.kahn; Mills, Ursula 
Subject: RE: Service Bureau Prohibitions 



Thanks Bert.  As promised, I am following up with E Company on the 
various 
assigned agreements that prohibit providing service to a third party.  
Feel 
free to have Ursula pursue the question simultaneously.  I am also 
looking 
into what services the parties intend Fire to provide for transition as 
this is not a part of the transaction that I have been following 
closely to 
date. 

Roger 






"Wells, Bert" <bwells@cov.com> on 01/05/2002 01:46:31 PM 
cc:   "'ursula.mills@ubsw.com'" <ursula.mills@ubsw.com> 
Subject:  RE: Service Bureau Prohibitions 




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> 
> Steve and Roger, 
> 
> We are reviewing a sampling of third party software licenses E 
> Company entered and seem to have found two licenses not 
> previously noted by E Company as containing an express 
> prohibition on use as part of a service bureau.  As I discussed 
> with Roger briefly yesterday, this we assume is as much an issue 
> for you as it would be for us because operation of the IT on a 
> service bureau basis initially is a key mutual expectation. 
> Both licenses are listed on your draft Schedule 2.1(f)(i) to the 
> Contribution Agreement so I'm guessing they are material to the 
> Business and the relevant software would have to be operated for 
> U Company's benefit.  U Company hasn't spoken to any E Company 
> IT personnel to learn the significance of the affected software, 
> but Ursula Mills is planning to raise the question with Jay Webb 
> or another appropriate person. 
> 
     The two licenses are: 

     1.  Enterprise Software License Agreement between Legato 
Systems, Inc. and [E] Corp, dated as of Sept. 27, 2001, respecting 
numerous software products generally branded with the names 
NetWorker, GEMS, Celestra, Octopus and others.  Section 2.2 
provides:  "Restrictions on Use.  Licensee shall not, and shall 
not aid, abet or permit any third party to: . . . (iii) . . . use 
for timesharing or service bureau purposes or otherwise use . . . 
the Software . . . for the benefit of third parties . . . ." 

     2.  Products License Agreement #3185 Modified for [E] 
Corp, issued by Ration Software Corp., dated as of Feb. 17, 1998, 
respecting various software products branded Clearcase, Rational, 
Purify, and Quantify and others.  Section 1.1 provides:  "General 
Grant of License. . . . You may not rent, lease or use the Product 
in a service bureau capacity. . . . ." 

     We continue to review the agreements for the Service 
Bureau issue as it is the most pressing from a time perspective. 
We have already found several ambiguous licenses and will bring 
those to your attention as a group later. 

     If other express provisions such as the above turn up, I 
will let you know on a case by case basis as this issue is one our 
IT personnel are taking seriously. 

     Bert 


> .................................................... 
> Bert Wells 
> Covington & Burling 
> 1330 Avenue of the Americas 
> New York, New York 10019 
> (212) 841-1074 (voice) 
> (212) 841-1010 (fax) 
> bwells@cov.com 
> .................................................... 
> 







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