Cool Solutions

Publication of the Microsoft agreements


May 26, 2007 1:47 am





Following up on the completion of our stock options review, we filed our 10-K yesterday, including as exhibits the three agreements we signed with Microsoft last November 2: the technical collaboration agreement, the business collaboration agreement and the patent cooperation agreement. Back in November, we outlined why we thought this deal was good for customers, and explained the main components of the agreements – the focus on technical interoperability, the plan for joint marketing and sales activities, including Microsoft’s commitment to deliver certificates for SUSE Linux Enterprise Server subscriptions, and the convenants not to sue over patents we exteneded to each other’s customers. We believe the text of the agreements published yesterday

provides important additional detail on the scope of work going on between the two companies. The documents show that the two companies have made some deep commitments of time and resources to working on important interoperability challenges. They also reveal a strong mutual commitment to making the joint solutions successful in the marketplace.

As you’ll see from reading the filings, Novell has redacted information in the agreements that it considers confidential and competitively sensitive.

We’ve said in the past this would be the case. This is standard practice in situations like this.

We hope the documents give people additional insight into our agreement with Microsoft. We continue to strongly believe – and are working hard to prove – that this deal is beneficial both for customers, and for Linux and open source more broadly.

May 27 update- A number of articles about the filings indicate incorrectly that we are excluding OpenOffice from the covenant not to sue under the patent cooperation agreement. That’s not the case. This confusion likely stems from language in the agreements around a “grandfather clause” for certain products.

The covenants Microsoft and Novell make to each other’s customers relate to ‘Covered Products.’ Some products with certain characteristics – known as ‘Excluded Products’ – do not qualify as Covered Products, and thus are not covered by these covenants. Certain products available before November 2, 2006, however, are automatically covered under these covenants, regardless of whether or not they have the characteristics of an ‘Excluded Product’. The reference in the patent cooperation agreement to OpenOffice simply means that it does not qualify for this automatic coverage. It does not mean it is not covered by the covenants.

As we jointly stated with Microsoft in November, OpenOffice is covered under the patent cooperation agreement.

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Categories: Expert Views, General, PR Blog


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  1. By:cb400f

    Wow, that’s a lot of confidential and competitively sensitive information.

    I had hoped you would have taken this opportunity to publish maybe even a little information than you’d have liked to, to regain some trust from the community and clear up some things. Instead I fear you’ve achieved the opposite.

    / Disappointed (again) openSUSE user and contributor

  2. So, what you are now saying is that OpenOffice is covered because you are paying Microsoft for a Right-to-Use License?

    This sounds alot like the deal Sun made with MS regarding OpenOffice and StarOffice, in which all installs prior to the deal were absolved – of course, I don’t see where Sun pays MS a running royalty.

    Is it, in Novell’s view, necessary to secure a right-to-use license from Microsoft to use, distribute, or develop

  3. By:GenerallyDissapinted

    From my perspective, being a Linux and Windows user, the newly published details of this deal do not evoke any more trust in Novell’s strategy than the information that has been available before.

    Microsoft’s attemtps to milk the deal are very clearly based on FUD. It does not take a legal expert to know when a company is trying to deliberately scare customers into obedience. That strategy has been called ridiculous before and I don’t need to elaborate any further about it. I think the jury about Microsoft is more than in and the verdict has been clear.

    As for Novell, my personal experience with Netware and server products in the past was mediocre, to say at best and it was obvious that vendor lock in was pretty much the only card Novell could play in a market that had few choices.

    Therefor I was hoping that the company could actually pull its business model into the 21st century by using FOSS. However, the very concept of free and open software seems to go beyond the emotional capacity of Novell’s management at this point. They fail to comprehend that publishing poorly designed software as in the past is not being rewarded any longer because vendor lock in is a quickly fading business strategy, yet they are not willing to accept that FOSS is based in trust. And Novell seems to trust its own customers any more than Microsoft does.

    And because this is mutual, Novell’s actions at this point look very much like self-fulfilling prophecies.

    I can only suggest to management to buy and read a self help book on relationships. Customer-vendor relations are very much the same. Either side can walk out at any time when the other side fails to be trustworthy.

  4. By:Steve

    Maybe you can break down in plain english why the patent deal is needed at all.
    It seems to be the root cause of all the problems with the agreement.
    I’d certainly hope you’d take a very strong stance against Microsoft and tell them to put up or shut up about their patent FUD.

  5. By:Pete

    im sorry.. but this just sounds like alot of double talk… OpenOffice, Samba, Wine ..etc were all available before Nov 6 2006.. so why even bring them up specifically..?

    and i love this one “The reference in the patent cooperation agreement to OpenOffice simply means that it does not qualify for this automatic coverage. It does not mean it is not covered by the covenants.”

    what does automatic coverage mean..? it is either covered or it isn’t PERIOD…

    i agree with a previous poster that stated that it sounds like you are paying MS to be able to use and distribute software that they neither own or create.. yet you feel that you need to pay the almighty MS for this right you had all along..

  6. By:Ed

    I started to read the agreements you referenced – then I realized, no matter what was contained in those agreements, my thoughts on the matter would be unchanged: Novell sold a basis for FUD to MS. MS has chosen to use that opportinuty. While Novell has denounced the statements of Microsoft, they have actually condoned that behavior, by appearing to neither attempt to have their agreement amended to prevent Microsoft from using it as a basis for FUD nor attempting to void the contract on the basis that it was obviously not a clear meeting of the minds.

    I personally think that if Novell wants to regain trust, they should either attempt an amendment to their Microsoft agreement to prevent Microsoft from using the agreement in this manner contrary to Novell’s interests, or they should attempt to void the contract. Simply cancelling the contract would not suffice, as it would not block Microsoft from using the one-time existance of the contract to continue to spread its FUD.

  7. By:Brian Kemp

    …you mean don’t you? OpenOffice isn’t the name of the productivity suite that is covered by your agreement.

    Yes, it’s nit-picky, but there’s a Dutch Furniture company that has a trademark on “OpenOffice” and as a result is the full name of the suite.

  8. By:Stomfi

    Social anarchy movements like FLOSS are by necessity a power vacuum. This leaves them at risk and open to predators who like to control things.

    It seems to many of us in the movement that Novell has taken on itself to become the controller of FLOSS in the USA.

    Because FLOSS is an International movement this tactic of fettering Linux could marginalise the SUSE market in the USA, but would make the unfettered versions of Linux the preferred choice anywhere else in the world where there is anti American or anti MS sentiment.

  9. By:Bruce Lowry

    Hi all. Thanks for the comments. Just to address a few points raised….

    The patent deal was part and parcel of the whole agreement. We wouldn’t have the interop without the patent agreement. Our primary objective was interoperability, and I think it’s clear from the agreements that there’s some serious interop work that’s going on (the fruits of which, from our end, will include contributions to the community that will help broad Linux interop with Windows). Microsoft wanted an agreement on patents to underpin this work. We felt the objective of interop was important enough to do this.

    We maintain – and I know many disagree with us, but the patent agreement language is clear on this – that the deal was not an acknowlegment that there were Microsoft patents in Linux. We been consistent since the SCO case: we argued then, as now, that we didn’t believe there were IP infringements in LInux. But we also recognized that there were customers for whom this was a concern. Then, we offered indemnification against copyright claims, for those customers who were worried about it. Now, we offer an option for customers who are interested in Linux, but have concerns over patents. Our strategy from the beginning of our move into Linux has been to remove impediments to corporate adoption of Linux.

    Several folks commmented on how the language in the drafts is confusing, particularly around OpenOffice. As a noon-lawyer, I’m with you. In my amended post, I made it clear that we’ve stated on the record that is included in the patent coverage.

    And, yep, our bad on OpenOffice vs. is right.

  10. Hey, cool tips. I’ll buy a bottle of beer to that person from that chat who told me to go to your site 🙂


  1. From: Kaizenlog » Blog Archive » Microsoft 27/05/2007

  2. From: Boycott Novell » Covenant Not to Sue - Where Have We Heard That Before?

  3. From: Boycott Novell » Patents: Novell Clarifies While Microsoft Antagonises