Software and Maintenance Clause Samples

Software and Maintenance. (i) The Buyer shall, or shall procure that the Company shall: (A) pay to the Seller (or a nominated member of the Seller’s Group) the sum of £300,000 (three hundred thousand pounds) plus VAT (in respect of which the relevant member of the Seller’s Group may invoice the Buyer after 1 December 2010, and which sum shall be payable within 30 days of receipt of that invoice), provided that the parties to the Esso Agreement have agreed, in renewing the Esso Agreement (whether before or after Completion), that the Passport Advantage Programmes listed in Attachment A to the Esso Side Letter will continue to be maintained (on materially the same terms as they were required to be maintained prior to Completion or otherwise on such terms as are agreed by the Buyer) for the benefit of the Company between 1 January 2010 and 31 December 2012; and (B) pay to the Seller (or a nominated member of the Seller’s Group) the sum of £47,762 (forty-seven thousand seven hundred and sixty-two pounds) plus VAT (in respect of which the relevant member of the Seller’s Group may invoice the Buyer after 1 December 2010, and which sum shall be payable within 30 days of receipt of that invoice), provided that the parties to the Esso Agreement (as defined in the Esso Side Letter) have agreed, in renewing the Esso Agreement (whether before or after Completion), that the zSeries OTC Programmes listed in Attachment A to the Esso Side Letter will continue to be maintained (on materially the same terms as they were required to be maintained prior to Completion or otherwise on such terms as are agreed by the Buyer) for the benefit of the Company between 1 January 2010 and 31 December 2010, except to the extent that the Buyer and Seller agree that the sums referred to will be paid directly to IBM by the Company. (ii) The Buyer shall, or shall procure that the Company shall, pay when due any fees properly charged in respect of the Buyer’s and the Company’s use of any entitlement to the Extended Software and Services and Transferred Software and Services on and after Completion, except to the extent that such fees have been invoiced to and paid by the Seller or any member of the Seller’s Group prior to Completion. (iii) The Buyer shall indemnify the Seller in respect of: (A) any breach of clause 9.9(b)(i); (B) any breach of clause 9.9(b)(ii); (C) any failure by the Company and/or the Buyer duly to perform or comply with the terms of any of the IBM Agreements and/or Software AG Agreement in respect ...