EXHIBIT 10.15
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ASSIGNMENT
THIS ASSIGNMENT ("ASSIGNMENT") is by and between RSA Data Security, Inc.
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("RSA") and Digital Certificates International, Inc., a Delaware corporation
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("DCI") and is dated this 18th day of April, 1995.
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RECITALS
A. RSA has sold its certification services business including the goodwill
thereof to DCI in return for shares of DCI's Common Stock.
B. Such sale has been accomplished pursuant to a Founders Subscription
Agreement between RSA and DCI of even date herewith.
C. The Founders Subscription Agreement requires an assignment by RSA of the
assets of its certification services business and the parties have entered into
this Agreement to execute such transfer.
AGREEMENT
1. ASSIGNMENT. Except as set forth in Section 2, for good and valuable
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consideration the adequacy of which is hereby acknowledged, RSA hereby transfers
and assigns to DCI all of its right, title and interest in the following
property:
1.1 All of RSA's hierarchy root keys including without limitation its
Low-Assurance Hierarchy, Secure Server Hierarchy, Intra-Organization Only
Hierarchy, Persona Root Key and Commercial Hierarchy as listed on Exhibit A
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hereto.
1.2 The source code, object code, copyright and trade secrets (the
"SOFTWARE") contained in the software products set forth on Exhibit B hereto.
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The source code shall include, but is not limited to, design documents, error
logs, bug lists, and developer's documentation.
RSA Data Security, Inc.
Assignment
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1.3 All discoveries, developments, designs, innovations,
improvements, inventions, formulas, processes, techniques, know-how and data
(whether or not patentable, and whether or not at a commercial stage, or
registrable under copyright or similar statutes) (the "KNOW-HOW") contained in
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the Software.
1.4 The design, specifications, blueprints, shop drawings and trade
secrets embodied in the CIS hardware more specifically described on Exhibit C
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hereto, subject to the rights (the "BNN RIGHTS") of BBN Communications, a
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Division of Bolt Beranek and Newman Inc., and affiliated entities as set forth
in the Source Code Software License Agreement between BBN Communications and RSA
dated October 5, 1992, the Value Added Reseller Agreement between BBN
Communications and RSA dated October 7, 1992 and the Software License Agreement
between BBN Systems and Technologies and RSA dated September 22, 1994.
1.5 The tangible personal property set forth on Exhibit D hereto.
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2. RETENTION OF RIGHTS. Notwithstanding the provisions of paragraphs 1.2
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and 1.3 of this Assignment, the following property and rights are expressly
excluded from the assignments hereunder and reserved to RSA:
2.1 All right, title and interest in and to the Software and the
Know-How in RSA's products known as "TIPEM" and "BSAFE" including without
limitation that portion of the software products identified on Exhibit B
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consisting of TIPEM and BSAFE. Contemporaneously with the execution of this
Assignment, RSA and DCI shall enter an OEM Master License Agreement granting DCI
a license to TIPEM and BSAFE on the terms and conditions set forth in such OEM
Master License Agreement.
RSA Data Security, Inc.
Assignment
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2.2. A non-exclusive, perpetual, transferable, royalty-free right and
license to make, use, modify, support, compile, reproduce, display, disclose,
perform, transmit, market, sublicense and distribute the Software and the Know-
How in the software products identified on Exhibit B as "SoftCIS" with TIPEM,
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BSAFE or any successor products to TIPEM or BSAFE; provided, however, that: (i)
RSA shall have no right to sublicense SoftCIS as a standalone product; and (ii)
sublicenses of SoftCIS will restrict use of such products to certification of
public keys provided by RSA or DCI.
2.3 A non-exclusive, perpetual, transferable, royalty-free right and
license to embed the hierarchy root keys assigned to DCI hereunder in TIPEM or
BSAFE or any successor product to TIPEM or BSAFE to permit users of TIPEM or
BSAFE to embed such root keys in software products made, used, modified,
supported, compiled, reproduced, displayed, disclosed, performed, transmitted,
marketed, sublicensed or distributed by such users.
3. ASSIGNMENT OF CONTRACTS.
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3.1 RSA hereby assigns all of its rights, title and interest in the
contracts (or portions thereof) set forth in Exhibit E hereto and any bids,
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proposals, quotations and commitments set forth on Exhibit G attached hereto.
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DCI hereby assumes all outstanding liabilities and obligations of RSA under such
contracts. To the extent such contracts require consent of any party to their
assignment, the consent so required has been obtained except as noted on Exhibit
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E. If so noted, such assignment and assumption is subject to RSA obtaining such
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consent. RSA agrees to use its reasonable best efforts to obtain such consents.
In the event any such consent cannot be obtained, RSA and DCI agree to negotiate
in good faith to permit
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RSA to honor its obligations to other parties to such contracts while obtaining
for DCI the economic benefits of this Assignment.
3.2 With respect to the assignment of Sections 2.3 and 7 (the "APPLE
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SECTIONS") of the Second Encryption Software License Agreement between RSA Data
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Security, Inc. and Apple Computer, Inc. ("APPLE COMPUTER") dated as of September
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25, 1990 (the "APPLE AGREEMENT"), Sections 2.1.5, 2.2.4, 5.2 and 5.15 (the
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"MICROSOFT SECTIONS") of the Technology Software License Agreement between RSA
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and Microsoft Corporation ("MICROSOFT") dated May 24, 1991 (the "MICROSOFT
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AGREEMENT"), the second sentence of Section 2.3.5 of the BSAFE/TIPEM OEM Master
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License Agreement between RSA and Enterprise Integration Technologies
Corporation, dated as of November 21, 1994 (the "EIT SECTIONS") and that portion
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of Exhibit A quoted on Exhibit E hereto to that certain BSAFE/TIPEM OEM Master
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License Agreement between RSA and Premenos Corp., dated July 12, 1994 ("PREMENOS
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SECTIONS") RSA agrees that it shall not consent to any amendment to the Apple
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Sections, Microsoft Sections, EIT Sections or Premenos Sections without DCI's
prior written consent.
3.3 In the event RSA breaches its covenants set forth in Section 3.2,
DCI shall be entitled to recover from RSA its actual out-of-pocket damages plus
reasonably anticipated lost profits from RSA's breach.
3.4 In the event Apple Computer of Microsoft do not consent to the
assignment of the Apple Sections or Microsoft Sections respectively, and DCI
wishes to cause RSA to enforce either the Apple Sections or Microsoft Sections,
RSA agrees, upon DCI's written
RSA Data Security, Inc.
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request and at DCI's sole expense, to prosecute enforcement of such Sections
through counsel selected by DCI. Such counsel shall represent RSA and RSA waives
any conflict in connection with such representation provided that such counsel
previously has not represented any party in a matter or proceeding in which such
party's interest was adverse to RSA. In this connection RSA agrees to cooperate
with DCI in connection with the prosecution of any such matter. Notwithstanding
the foregoing, RSA's obligations under this Section 3.4 shall terminate and be
of no further force or effect upon DCI's failure to make timely payments of all
costs and expenses incurred by RSA or its counsel under this Section 3.4.
4. FURTHER ASSISTANCE. RSA agrees, at no charge to DCI, but at DCI's
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expense, (i) to sign and deliver to DCI such other documents as DCI considers
desirable to evidence the assignment of the foregoing rights to DCI and DCI's
ownership of such rights and property and (ii) to cooperate with DCI in
performing any lawful act or signing any document which DCI in its sole judgment
considers necessary to apply for, prosecute, obtain or enforce any patent,
copyright or other right of protection relating to any intellectual property.
In the event DCI is unable to secure RSA's signature on any such document, RSA
hereby irrevocably designates and appoints each of DCI and its duly authorized
agents as its attorney-in-fact, to act for and in its behalf and stead, for the
limited purpose of executing and filing any such document and doing all other
lawfully permitted acts to further the prosecution, issuance and enforcement of
patents, copyrights, or other protections with the same force and effect as if
executed and delivered by RSA.
RSA Data Security, Inc.
Assignment
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5. REPRESENTATIONS AND WARRANTIES OF RSA. RSA represents and warrants to
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DCI that:
5.1 RSA has, and hereby transfers to DCI, good, valid and marketable
title free from all security interests, liens, claims, charges, encumbrances, or
any other defects in title of any nature whatsoever to all of the rights and
assets described in Section 1 above, subject to Section 2 and the BBN Rights.
5.2 The property and contract rights assigned by RSA to DCI pursuant
to Section 1 and Section 3 above are sufficient to permit DCI to conduct the
certification business described in that "Digital Certificates International,
Inc. Strategic Business Plan, November 1994, Version 2.0."
5.3 Attached hereto as Exhibit F is a true and accurate list of the
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names and addresses of employees of RSA that may be employed by DCI (the
"EMPLOYEES"). Exhibit F sets forth for each such employee a rate of
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compensation (including annual bonuses), and anticipated date of salary review.
RSA does not have any employment contracts or consulting agreements currently in
effect with such employees which are not terminable at will except as set forth
on Exhibit F.
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5.4 Attached as Exhibit G is a true and accurate list of all
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outstanding bids, proposals, quotations, and commitments for the sale of
certification services by RSA.
5.5 The Agreements set forth on Exhibit E are in full force and
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effect and are binding upon RSA and to the best of RSA's knowledge are binding
on the other parties thereto. No default by RSA has occurred thereunder and to
the best of RSA's knowledge, no default by
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the other contracting parties has occurred thereunder and no event has occurred
which with the giving of notice or the lapse of time or both would constitute a
default. The agreements set forth in Exhibit E are all of the agreements to
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which RSA is a party which commit RSA
to engage in the "Certificate Business" as such term is defined in the Non-
Compete and Non-Solicitation Agreement of even date herewith between RSA and
DCI. The agreements set forth in Exhibit E are all of the agreements to which
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RSA is a party necessary to permit DCI to conduct its business as now being
conducted or proposed to be conducted in the Business Plan Version 2.0 dated
November, 1994 and attached as Exhibit E to the Series A Preferred Stock
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Purchase Agreement dated an even date herewith, by and between DCI, RSA and the
purchasers listed on Exhibit A to such Agreement. True and complete copies of
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the agreements set forth in Exhibit E have been delivered to counsel to Bessemer
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Venture Partners.
5.6 The agreements set forth on Exhibit H are a true and complete
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list of the agreements to which RSA is a party which contain restrictions on a
third party's ability to engage in the Certificate Business, other than
agreements set forth on Exhibit E.
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5.7 The execution, delivery and performance of this Assignment has
been duly and validly approved and authorized by RSA's Board of Directors and no
authorization or approval, governmental or otherwise, is necessary in order to
enable RSA to enter into and perform the terms of this Agreement. This
Assignment is a valid and binding obligation of RSA enforceable in accordance
with its terms. Neither the execution and delivery of this Assignment nor the
consummation of the transactions contemplated hereby will conflict with, or
result in a breach or violation of, any provision of RSA's Certificate of
Incorporation or Bylaws as
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currently in effect, or any material instrument or contract to which RSA is a
party or by which RSA is bound.
6. EMPLOYEES. Exhibit F sets forth those RSA employees and consultants
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which RSA anticipates may be employed by DCI. DCI shall, at its sole election,
determine those RSA employees and consultants listed on Exhibit F which it
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desires to employ and shall employ same on such terms and conditions as shall be
negotiated between DCI and each such employee. If DCI employs any such RSA
employee or consultant within sixty (60) days from the date hereof, DCI will
reimburse RSA for all salary and benefits paid to such employee or consultant
after the date hereof to the date of employment by DCI.
7. PROPRIETARY RIGHTS INFRINGEMENT BY RSA.
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7.1 Subject to the limitations set forth below, RSA, at its own
expense, shall: (i) defend, or at its option settle, any claim, suit or
proceeding against DCI on the basis of infringement of any United States patent,
copyright or trade secret in the field of cryptography by the software described
on Exhibit B delivered by RSA to DCI hereunder or any claim that RSA has no
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right to transfer and assign such software hereunder; and (ii) pay any final
judgment entered or settlement against DCI on such issue in any such suit or
proceeding defended by RSA. RSA shall have no obligation to DCI pursuant to
this Section 7.1 unless: (A) DCI gives RSA prompt written notice of the claim;
(B) RSA is given the right to control and direct the investigation,
preparation, defense and settlement of the claim; and (C) the claim is based
on the software delivered in accordance with this Assignment. RSA shall have no
obligation under this Section 7.1 if DCI shall have modified the software
described on Exhibit B and except for such
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RSA Data Security, Inc.
Assignment
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modifications the software described
on Exhibit B would not have infringed on any such patent, copyright or trade
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secret. In the event RSA accepts provisional responsibility hereunder and it is
determined by any final judgment that RSA was not liable hereunder because of
such modifications, DCI shall reimburse RSA for all expenses incurred by it in
connection with this Section 7.1.
7.2 If RSA receives notice of an alleged infringement, RSA shall have
the right, at its sole option, to obtain the right to continue use of the
software or to replace or modify the software so that it is no longer
infringing; provided, that such replacement or modified software performs
comparably to that which it replaces.
7.3 WITHOUT LIMITING DCI'S RIGHTS AND REMEDIES UNDER ANY OTHER
AGREEMENT, THE RIGHTS AND REMEDIES SET FORTH IN SECTIONS 7.1 AND 7.2 CONSTITUTE
THE ENTIRE OBLIGATION OF RSA AND THE EXCLUSIVE REMEDIES OF DCI CONCERNING RSA'S
PROPRIETARY RIGHTS INFRINGEMENT UNDER THIS AGREEMENT.
8. INDEMNITY. RSA shall indemnify, hold harmless, reimburse and
defend DCI against any loss, liability or other damages, including reasonable
costs of investigation, interest, penalties and attorneys' and accountants' fees
incurred in connection with, or arising from, or attributable to (i) any breach
or inaccuracy in any representation or warranty made by RSA under this
Assignment, and (ii) any breach or failure to perform any covenant or agreements
of RSA under this Assignment.
RSA Data Security, Inc.
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9. MISCELLANEOUS.
9.1 GOVERNING LAWS. IT IS THE INTENTION OF THE PARTIES HERETO THAT
THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, U.S.A.
(IRRESPECTIVE OF ITS CHOICE OF LAW PRINCIPLES) SHALL GOVERN THE VALIDITY OF THIS
ASSIGNMENT, THE CONSTRUCTION OF ITS TERMS, AND THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO. THE PARTIES HEREBY
EXCLUDE THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF
GOODS FROM THIS ASSIGNMENT. THE PARTIES HEREBY AGREE THAT ANY SUIT TO ENFORCE
ANY PROVISION OF THIS ASSIGNMENT OR ARISING OUT OF OR BASED UPON THIS ASSIGNMENT
OR THE BUSINESS RELATIONSHIP BETWEEN ANY OF THE PARTIES HERETO SHALL BE BROUGHT
IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR
THE SUPERIOR OR MUNICIPAL COURT IN AND FOR THE COUNTY OF SAN MATEO, CALIFORNIA,
U.S.A.
9.2 BINDING UPON SUCCESSORS AND ASSIGNS.
Subject to, and unless otherwise provided in, this Assignment, each and all of
the covenants, terms, provisions, and agreements contained herein shall be
binding upon, and inure to the benefit of, the permitted successors, executors,
heirs, representatives, administrators and assigns of the parties hereto.
9.3 ENTIRE AGREEMENT. This Assignment, the exhibits hereto, the
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documents referenced herein, and the exhibits thereto, constitute the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof and thereof and supersede all prior
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and contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral, between the parties with respect hereto and
thereto. The express terms hereof control and supersede any course of
performance or usage of the trade inconsistent with any of the terms hereof.
9.4 SURVIVAL OF AGREEMENTS. All covenants, agreements,
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representations and warranties made herein shall survive the execution and
delivery of this Assignment and the consummation of the transactions
contemplated hereby.
9.5 ATTORNEYS FEES.
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9.5.1 Should suit or arbitration be brought to enforce or interpret
any part of this Assignment, the prevailing party shall be entitled to recover
reasonable attorneys' fees to be fixed by the court or arbitrator (including
without limitation, costs, expenses and fees on any appeal). If either party to
this Assignment shall bring any action for any relief against the other,
declaratory or otherwise, arising out of this Assignment, the losing party shall
pay to the prevailing party a reasonable sum for attorneys' fees incurred in
bringing such suit and enforcing any judgment granted therein, all of which
shall be deemed to have accrued upon the commencement of such action and shall
be paid whether or not such action is prosecuted to judgment. Any judgment or
order entered in such action shall contain a specific provision providing for
the recovery of attorney fees and costs incurred in enforcing such judgment.
For the purposes of this section, attorney fees shall include, without
limitation, fees incurred in the following: (i) postjudgment motions; (ii)
contempt proceedings; (iii) garnishment, levy, and debtor and third party
examinations; (iv) discovery; and (v) bankruptcy litigation.
RSA Data Security, Inc.
Assignment
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9.5.2 In addition to attorneys' fees recoverable pursuant to Section
9.5.1 above, the prevailing party in any suit or arbitration shall be entitled
to recover its reasonable
attorneys' fees incurred in enforcing the final judgment or arbitration award.
Such right to attorneys' fees pursuant to this Section 9.5.2 is severable from
the other provisions of this agreement, shall survive the initial judgment or
award in favor of the prevailing party, and is not to be deemed to be merged
into such judgment or award.
9.6 NOTICES. Whenever any party hereto desires or is required to
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give any notice, demand or request with respect to this agreement, each such
communication shall be in writing and shall be given or made by, telecopy,
telegraph, cable, mail or other delivery and telecopied, telegraphed, cabled,
mailed or delivered to the intended recipient at the addresses specified below:
RSA: RSA Data Security, Inc.
100 Marine Parkway, Suite 500
Redwood City, CA 94065
Attn: President
If to RSA, Timothy Tomlinson, Esq.
with a copy to: Tomlinson Zisko Morosoli & Maser
200 Page Mill Road, Second Floor
Palo Alto, California 94306
DCI: Digital Certificates International, Inc.
100 Marine Parkway
Suite 500
Redwood City, CA 94054
Attn: President
Except as may be otherwise provided elsewhere in this Assignment, all such
communications shall be deemed to have been duly given when transmitted by
telecopier
RSA Data Security, Inc.
Assignment
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with verified receipt by the receiving telecopier, when delivered to
the telegraph or cable office, when personally delivered, or in the case of a
mailed notice, five (5) days after being deposited in the
United States certified or registered mail, postage prepaid. Any party may
change its address for such communications by giving notice thereof to the other
parties in conformance with this section.
9.7 FURTHER ASSURANCES. Each party agrees to cooperate fully with
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the other parties and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be reasonably
requested by any other party, to better evidence and reflect the transactions
described herein and contemplated hereby, and to carry into effect the intents
and purposes of this Assignment.
9.8 FOREIGN RESHIPMENT LIABILITY. THIS ASSIGNMENT IS EXPRESSLY MADE
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SUBJECT TO ANY LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS ON THE EXPORT
FROM THE UNITED STATES OF AMERICA OF SOFTWARE, DERIVATIVE SOFTWARE OR
APPLICATION PROGRAMS OR OF INFORMATION ABOUT SUCH SOFTWARE, DERIVATIVE SOFTWARE
OR APPLICATION PROGRAMS WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT
OF THE UNITED STATES OF AMERICA. NOTWITHSTANDING ANYTHING CONTAINED IN THIS
ASSIGNMENT TO THE CONTRARY, DCI SHALL NOT EXPORT OR REEXPORT, DIRECTLY OR
INDIRECTLY, ANY SOFTWARE, DERIVATIVE SHOFTWARE OR APPLICATION PROGRAM OR
INFORMATION PERTAINING THERETO TO ANY COUNTRY OR DESTINATION OR PERMIT ITS
TRANSHIPMENT TO ANY COUNTRY
RSA Data Security, Inc.
Assignment
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OR DESTINATION FOR WHICH SUCH GOVERNMENT OR ANY
AGENCY THEREOF
REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF EXPORT
WITHOUT FIRST OBTAINING SUCH LICENSE OR APPROVAL.
9.9 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No provisions of this
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Agreement are intended nor shall be interpreted to provide or create any third
party beneficiary rights or any other rights of any kind in any client,
customer, affiliate, shareholder, or partner of any party hereto or any other
person; unless specifically provided otherwise herein, and, except as so
provided, all provisions hereof shall be personal solely between the parties to
this Assignment.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
as of the date first hereinabove written.
RSA DATA SECURITY, INC.
By: /S/ D. James Bidzos
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Its: President
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DIGITAL CERTIFICATES
INTERNATIONAL, INC.
By: /S/ D. Cowan
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Its: Chairman of the Board
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EXHIBIT A
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ROOT KEYS
Commercial Hierarchy Root Key
Secure Server Hierarchy Root Key
Intra-Organization Only Hierarchy Root Key
Low Assurance Hierarchy Root Key
Persona Root Key
EXHIBIT B
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SOFTWARE PRODUCTS
CIS Software Certificate Issuing Software including the user interface
and management of the CIS hardware and certificate database
CSC CIS Internal software used by RSA Certificate Services to
manage the services
SoftCIS Software - only certificate issuing product
Persona Responder Automatic, anonymous certificate issuing for Internet
user's testing and play
Co-Issuer Tool Software that allows co-issuer customers to preview
certificate requests and forward them to RSA Certificate
Services
Co-Issuer Software Software that allows RSA Certificate Services to manage
private keys and sign data and other files on behalf of
co-signer customers.
IVR Software Software component of the Integrated Voice Response system
that provides certificate status via telephone
WinSign Software utility under development that provides for a
digital signature creation and verification capability in
the Windows environment
Conversion Utility Software that converts Macintosh signers to PC format
certificates
rsaSign/rsaCheck Software application providing digital signature creation
and verification capabilities
EXHIBIT C
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CIS HARDWARE
CIS Hardware Secure Certificate Signing Unit (CSU) hardware
provided by BBN
Datakey Reader(s) Used for Co-Signing business
EXHIBIT D
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Tangible Personal Property
IVR (1) Integrated Voice Response system
BBN CSU Inventory (4) used internally
(1) on loan to prospect
(9) in inventory
DataKey Inventory (80) Short Datakeys
(2) Long Datakeys
Safes (2) Sentry Model 1250 Personal Safes
(2) Medium Size Mosler Safes
(1) 4-Drawer Mosler File Cabinet
Macintosh Computers (1) Centris 610 (DI, ST)
(1) Quadra 650 (PH)
(2) Quadra 800 (JP, GP)
IBM Compatible PCs (1) Gateway PC Clone (Pentium 66 MHz) (JP)
(1) Dell Latitude XP Notebook (ST)
Servers: (1) Sun SPARCserver 10
Other Hardware (1) Apple Laser Writer Select Laser Printer
EXHIBIT E
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Contracts
1. RSA Commercial Hierarchy Certified Agreement between RSA Data Security,
Inc. and Apple Computer, Inc., dated November 5, 1993.
2. RSA Commercial Hierarchy Co-Issuer Agreement between RSA Data Security,
Inc. and Apple Computer, AB., dated June 3, 1994.*
3. RSA Commercial Hierarchy Co-Issuer Agreement between RSA Data Security,
Inc. and Cisco Systems, Inc., dated November 1, 1994.
4. RSA Commercial Hierarchy Co-Issuer Agreement between RSA Security, Inc. and
Consensus Development Corporation, dated April 5, 1994.
5. RSA Commercial Hierarchy Certifier Agreement between RSA Data Security and
ESL, Inc., dated April 19, 1994.
6. RSA Commercial Hierarchy Trusted Third Party Service Provider Agreement
between RSA Data Security, Inc. and Fix, Inc., dated May 24, 1994.
7. RSA Data Security, Inc. Co-Signer Agreement between RSA Data Security and
General Magic, Inc., dated December 5, 1993.
8. RSA Commercial Hierarchy Certifier Agreement between RSA Data Security,
Inc. and Lawrence Livermore National Laboratory, dated June, 1994.
9. RSA Certificate Services Agreement Co-Issuer Agreement between RSA Data
Security, Inc. and Norwest Bank Minnesota, National Association, dated
September 27, 1994.
10. RSA Commercial Hierarchy Co-Issuer Agreement between RSA Data Security,
Inc. and RSA Data Security, Inc., dated August 2, 1994.
11. RSA Commercial Hierarchy Certifier Agreement between RSA Data Security,
Inc. and San Joaquin Delta Community College District, dated May 3, 1994.
12. RSA Commercial Hierarchy Co-Issuer Agreement between RSA Data Security and
Shana Corporation, dated February 10, 1994.
13. BBN Communications Source Code Software License Agreement between BBN
Communications and RSA Data Security, Inc. dated October 5, 1992
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* Consent to assignment required.
14. Value Added Reseller Agreement between BBN Communications, A Division of
Bolt Beranek and Newman, Inc. and RSA Data Security, Inc. dated October 7,
1992.
15. Software License Agreement for BBN Software between BBN Systems and
Technologies and RSA Data Security, Inc., signed September 22, 1994.
16. RSA Commercial Hierarchy Co-Issuer Agreement between RSA Data Security,
Inc. and CommerceNet, signed March 24, 1995.
17. RSA Commercial Hierarchy Co-Issuer Agreement between RSA Data Security,
Inc. and CommerceNet, signed March 10, 1995.
18. RSA Commercial Hierarchy Certifier Agreement between RSA Data Security,
Inc. and NTT Electronics Technology Corporation, dated January 10, 1995.
Partial Assignment
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RSA will assign all rights to receive revenue under and all rights to enforce
the following sections to the following documents and DCI will assume all
obligations under such sections:
1. Sections 2.1.5, 2.2.4, 5.2 and 5.15 of that certain Technology Software
License Agreement between RSA and Microsoft Corporation dated May 24,
1991.*
2. Sections 2.3 and 7 of that certain Second Encryption Software License
Agreement between RSA Data Security, Inc. and Apple Computer, Inc. dated as
of September 25, 1990.*
3. RSA will assign all rights to enforce the following sections to the
following documents:
3.1 The second sentence of Section 2.3.5 of that certain BSAFE/TIPEM OEM
Master License Agreement between RSA and Enterprise Integration
Technologies Corporation, a California corporation dated November 21,
1994.
3.2 The sentence that reads: "Nothing herein shall be construed to permit
OEM or any third person to issue certificates to third parties, act as
a certification authority, or provide certificate-issuing services, or
any fee-generating service associated with the issuance of
certificates." appearing on Exhibit "A" dated July 12, 1994 to that
certain BSAFE/TIPEM OEM Master License Agreement between RSA and
Premenos Corp., a Delaware corporation, dated July 12, 1994.
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* Consent to assignment required.
EXHIBIT F
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Employees
Name Anticipated Title at DCI Anticipated
Compensation at DCI
Definitely Will Transfer to DCI
Danny Ivan Sr. Certificate Services Support Rep. $40K/year
Patricia Holmes Certificate Services Support Rep. $30K/year
George Parsons Director, Engineering & Operations $90K + $40K bonus
at 100% of
objectives
Most Likely Will Transfer to DCI (RSA Employees)
Jason Paul Software Engineer $70K/year
Web Augustine VP, Marketing and Sales $120K + $30K bonus
at 100% of
objectives
Most Likely Will Transfer to DCI (Currently Consultants to RSA)
Andy Leventhal** Business Development Manager $70K + $20K bonus
at 100% of
objectives
Simon Taylor** Sales Engineer $55K + $15K at 100%
of objectives
Todd Varland** Lotus Notes Architect $55K + $15K at 100%
of objectives
Ram Moskovitz** QA Engineer $35K/year
NOTES: 1). Accrued vacation bonus and expense reimbursement will be paid out
by RSA as part of the termination process for employees
transferring to DCI. Consequently, all employees will start at
DCI without any accrued vacation or sick leave.
2). Initial review dates for all employees anticipated to be twelve
months after hire date at DCI.
3). ** These consultants are under different contracts with RSA.
Compensation shown is anticipated compensation upon hiring by DCI
EXHIBIT G
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Outstanding Bids, Proposals, Quotations and Commitments
Service Provider Proposals
Spry Proposal to issue certificates for end-users of Spry
WWW products
National Semiconductor Proposal to issue certificates for end users of
National Semiconductor iPower tokens used in
conjunction with Axent's SECURExchange product
Co-Issuer Proposals
Apple Computer Proposal to co-issue certificates for internal Apple
employees
Motorola CIS and co-issuer quotation for certification of
internal Motorola employees
CIS Quotations
Trusted Information Custom hierarchy CIS quotation
Systems
Sonoma State University
Draper Labs
EXHIBIT H
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Other Contracts Restricting Third Party Certificate Business
[NONE]