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Distributor Agreement
Prophet 21 Inc.
April 1, 1996
Revised: June 18, 1996
NOTE: SECTIONS MARKED WITH AN (*) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.
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Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
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This Agreement is made this _____________ Day of ____________, 19___ between
ROBOCOM Systems, Inc., a New York State Corporation having an office at 000
Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 ("ROBOCOM") and Prophet 21, Inc., a
Pennsylvania Corporation having an office at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX
00000, ("Prophet").
Non-Exclusive Territory: U.S.A. & Canada
Exclusive: Prophet 21, Inc. Users effective the date of this Agreement.
WHEREAS:
ROBOCOM owns the right to license proprietary software products (consisting
of programs and related documentation); and
Prophet desires to market and sublicense software products of this type;
and
ROBOCOM and Prophet wish to enter into an agreement authorizing Prophet to
market directly and make copies of certain software products available to End
Users in the Territory through Prophet, with Prophet making certain payments to
ROBOCOM with respect thereto.
NOW IT IS HEREBY AGREED as follows:
1.0 DEFINITIONS
1.1 "Programs" mean the actual ROBOCOM computer programs in
machine-readable object code or other form covered by this Agreement, including
all ROBOCOM provided modifications and enhancements thereto.
1.2 "Documentation" means ROBOCOM user manuals and other materials in
printed form which facilitate the use of the Programs by End Users.
1.3 "Software Products" mean any combination of a Program object code and
Documentation licensed by ROBOCOM under the terms of this Agreement. "Product"
means either a Program or documentation, without drawing a distinction.
1.4 "End User" means an entity authorized for productive use of Software
Products. "Productive Use" means any use of any of the Software Products in
their application purposes.
1.5 "Territory" means the Non-Exclusive Territory first identified above.
1.6 "Demonstration License" means a license to Prophet, for Prophet use at
its sales offices, of Software Product object code for marketing demonstrations,
maintenance and training, and for use in providing End-User support. The object
code shall not be otherwise used
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ROBOCOM SYSTEMS, INC. Page 1 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
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or copied.
1.7 "The Commencement Date" means the effective date of the Agreement first
written above.
2.0 APPOINTMENT OF PROPHET.
2.1 License Grant. During the term of this Agreement and subject to all
other conditions herein, ROBOCOM hereby grants to Prophet a nonexclusive right
to sublicense by itself to End Users in the territory in Prophet's name from
Prophet's Territory-resident offices copies of Software Products upon Prophet's
own terms and conditions, such terms and conditions to be approved by ROBOCOM.
Certain Exhibit 1 Products may be identified as requiring or including third
party software which, if available from ROBOCOM, shall be licensed through
ROBOCOM and may be required to be licensed under different or additional terms
and conditions.
2.2 Title in Products and Modifications. Title and all proprietary rights
in the Products, any permitted Prophet modifications in the Products, and any
translations thereof shall at all times remain the properties of ROBOCOM or
ROBOCOM's Licensor. Prophet shall be the sole owner of the interface code, which
they have designed and written to transfer data between both software packages.
Inventions. Prophet agrees not to modify, change, or improve ROBOCOM's
Software.
2.3 Trade Secret and Confidential Information. Prophet acknowledges that
ROBOCOM has advised it that the Software and related documentation are valuable
proprietary information and trade secrets of ROBOCOM and that the Software is
confidential information disclosed to Prophet to be used only as expressly
permitted by the terms of this Agreement, whether or not any portion thereof is
or may be validly copyrighted or patented. Prophet will take all reasonable
steps to protect the software on magnetic tape or disk or in any other form of
disclosure by using the same standard of care Prophet uses to protect its own
confidential information of a similar nature.
Prophet further acknowledges that, in the event of an actual or threatened
violation of the foregoing provision of which Prophet has actual knowledge,
Prophet will take immediate steps to stop such threatened violation; that
ROBOCOM may not have an adequate monetary remedy and will be entitled to such
injunctive relief as may be deemed proper by a court of competent jurisdiction,
in addition to any other available remedies. The provisions of the Section 8
will survive the termination of this Agreement.
ROBOCOM agrees that Prophet's obligation to keep confidential any data will
not apply to any information or data which: (1) is or becomes publicly known
through no wrongful act of Prophet (2) is known to Prophet at the time of
disclosure; (3) is rightfully received by Prophet
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Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
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from a third party without breach of this Agreement; (4) is furnished to a third
party by ROBOCOM without a similar restriction on the third party's rights; or
(5) is approved for release by authorization from ROBOCOM.
3.0 CERTAIN ROBOCOM OBLIGATIONS
3.1 Copies of Software Products. ROBOCOM will provide Prophet a single
current production UNIX runtime copy of its Software for demonstration and
training purposes only. Prophet may copy this UNIX runtime version, at no charge
to either party and for the purposes of having demonstration copies at their
sales offices. ROBOCOM will also provide Prophet with three copies of all of its
User Documentation, for demonstration and training purposes only. For the
purposes of developing the interface between the two products, Prophet shall
have full access to appropriate Robocom software.
3.2 Maintenance Services. ROBOCOM will maintain RIMS after installation in
accordance with Exhibit 2. If ROBOCOM requires the support services of Prophet
21, Inc. a charge of $200.00 per hour will be paid to Prophet 21, Inc. by
ROBOCOM. Any programming errors associated with software provided by Prophet 21,
Inc. will be corrected at no charge to ROBOCOM.
3.3 Prophet Training. ROBOCOM will provide Prophet training as in Exhibit
3.
3.4 Warranties. ROBOCOM warrants to Prophet that ROBOCOM's proprietary
software products as furnished to Prophet (excluding those which are categorized
as third party software) will work substantially as described in the applicable
ROBOCOM published documentation. Prophet acknowledges and accepts that software
is inherently susceptible to error and that ROBOCOM's sole obligation shall be
to use reasonable efforts to remedy substantial malfunctions of the software by
correcting errors or developing a suitable work around. This warranty is subject
to ROBOCOM receiving notification in sufficient detail to enable ROBOCOM to
demonstrate the error and certify its rectification or the devising of a
suitable work around, ROBOCOM does not warrant that all errors are correctable
or avoidable.
This warranty shall not apply to software identified as third party
software or otherwise identified as being furnished in "AS IS" condition and
shall not apply to Prophet or End User modified portions of Software Products or
other portions of Software Products to the extent affected by such
modifications.
3.5 New Versions, Enhancements. ROBOCOM may, from time-to-time, add to
Exhibit 1 new authorized computer models or configurations or new or modified
ROBOCOM software and enhancements which, in ROBOCOM's judgement, are appropriate
for distribution in the Territory by Prophet.
3.6 Price and Product Changes. ROBOCOM reserves the right to adjust Exhibit
Prices and descriptions and to add or remove Software Products upon ninety (90)
days written notice.
3.7 Advertising Materials. ROBOCOM will provide Prophet with 250 copies per
year
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Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
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of its existing marketing literature. Thereafter, copies of advertising and
promotional materials, as available and appropriate, at ROBOCOM's cost plus 15
percent (15%). At no charge, ROBOCOM will provide Prophet with a current example
proposal for a US End User and the accompanying general system description
3.8 Technical Support. Robocom agrees to provide all direct technical
support for the software Products to Prophet's end User licensees. Direct
technical support is defined as:
A. Providing all End User training and application support and answering
all End User operational and use questions;
B. Answer technical End User questions and documenting the answers
furnished to End Users;
4.0 CERTAIN PROPHET OBLIGATIONS
4.1 Compliance. Prophet agrees to comply fully with all of Prophet's
obligations under this Agreement.
4.2 Reporting; Copies of Agreements. At the time of payment for the sale of
Robocom software, send ROBOCOM a report detailing all fees due to ROBOCOM under
this Agreement including: identification of each sublicensee by name and
specific End User site location; specific Programs licensed to the End User and
authorized type/model and number of computers; date of sublicense; date of each
Program installation; and ROBOCOM fees and charges accrued and paid.
Prophet represents and warrants that it has the expertise, experience,
knowledge of the regional market and financial resources to successfully market,
technically support and license the Software in the Territory and to achieve
significant market penetration in the Territory.
Prophet will designate such individuals as is necessary to act as sales and
application specialist(s) in the area of warehouse and distribution matters, and
to professionally present ROBOCOM's Software to interested parties. Prophet will
have these specialists spend at least four days per year at Robocom's office
office for informal training. The location may be changed by mutual written
agreement. Initial training will take place within 90 days of the completion of
the interface.
Prophet will devote its best efforts to maximizing profitable sales of
ROBOCOM's Software in the Territory. Within 90 days from the completion of the
interface, Prophet and Robocom will develop a marketing plan, describing how
both companies will support each other to market ROBOCOM's Software, and the
resources each will devote to this effort.
Prophet will prepare its own price and technical proposals for prospective
customers. For customers requiring services other than or in addition to
ROBOCOM's standard Software,
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ROBOCOM SYSTEMS, INC. Page 4 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
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ROBOCOM will not be bound by the provisions of Prophet's proposal except by
prior written agreement. Robocom shall supply to all customers purchasing
Robocom's software from Prophet a license agreement upon receipt of information
required in paragraph 4.2. In addition, Robocom shall contract separately with
such customers for a maintenance agreement.
4.3 Examination of Records. Prophet will allow ROBOCOM representatives to
examine Prophet's records to confirm accurate and timely payment of royalties by
Prophet. Any such examination shall be conducted within fifteen (15) days of
Prophet's receipt of ROBOCOM's written request and shall be performed during
normal business hours, at a time mutually agreed upon by ROBOCOM and Prophet.
ROBOCOM's cost of such an examination shall be borne by ROBOCOM. Any
confidential information, belonging to Prophet will be kept confidential by
ROBOCOM.
Prophet will maintain proper accounting records, and allow reasonable
inspection by ROBOCOM, to verify amounts payable to ROBOCOM. ROBOCOM will have
the right, at any time, and at ROBOCOM's expense, to appoint an independent
auditor to verify the Prophet has not violated any portions of this agreement.
If an independent auditor is appointed by ROBOCOM for this purpose, Prophet will
provide said auditors with access to its records during normal business hours.
4.4 Proprietary Notices. Prophet agrees to reproduce on all permitted
copies ROBOCOM and/or ROBOCOM's liicensor's copyright and other proprietary
notices and, according to ROBOCOM instruction, any trademark notices as included
in the Software Products and in any ROBOCOM-furnished marketing materials,
training aids and other ROBOCOM-furnished materials and on any permitted
translations thereof. Prophet recognizes and agrees that Prophet obtains no
rights in the Software Products and other ROBOCOM materials except for the
limited rights specifically granted under this Agreement.
4.5 Modifications; License Enforcement. Prophet agrees that it will not
modify software Products, not duplicate software Products otherwise than as
expressly authorized herein and use its best efforts to ensure that its End
Users do not use Software Products in violation of the agreement and the End
User license agreement, including, but not limited to, productive use on more
than the authorized number of computers or on a model of computer bearing a
higher sublicense fee than paid by Prophet to ROBOCOM, or use the software
Products for the benefit of entities other than the End User. Prophet shall
promptly notify ROBOCOM and provide reasonable assistance to ROBOCOM without
charge to assist ROBOCOM in prosecution of any trade secret, copyright or
trademark infringements which come to Prophet's attention, and shall be
undertaken by ROBOCOM and at its expense.
4.12 Return of Materials upon Termination. Upon any termination of this
Agreement, Prophet will immediately return or certify destruction of the
Programs and documentation, including any copies, information or notes relating
thereto except to the extent temporary retention is
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Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
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reasonably necessary for not more than one year from termination to fulfill End
User maintenance commitments made by Prophet in good faith and in accordance
with this Agreement. ROBOCOM agrees that it will offer software Product
maintenance services to such End Users following the termination of this
Agreement for ROBOCOM supported then-current versions of Software Products.
4.13 Payments. Prophet will make all payments to ROBOCOM's offices, first
stated above, or as otherwise directed by ROBOCOM and without deductions based
on any currency control restrictions, import duties, or sales, use, value-added
or other taxes or withholdings. Prophet will bear all taxes, however designated,
imposed as a result of the existence or operation of this Agreement, including,
but not limited to, any tax which Prophet is required to withhold or deduct from
payment to ROBOCOM, except, (a) any such tax imposed upon ROBOCOM by any
governmental entity in the United States and (b) any such tax imposed upon
ROBOCOM in the country in which the office of Prophet is located or in which the
End User is located if such tax is allowable as a credit against United States
income taxes of ROBOCOM. To assist ROBOCOM in obtaining such credit, Prophet
shall furnish ROBOCOM with such evidence as may be required by United States
taxing authorities to establish that such tax has been paid.
4.15 Competitive Products. Should Prophet sell and promote products
competitive with ROBOCOM, Robocom, may at its option, sell its products directly
to Prophet customers.
4.16 Product Names; Trademarks. Prophet agrees to use ROBOCOM Product names
in association with the products and use any ROBOCOM trademarks as instructed by
ROBOCOM so as to protect ROBOCOM rights and continue identification of the
Products with ROBOCOM in the Territory.
4.18 Fees and Payment; Beginning with the first system installed, for
ROBOCOM Standard Software sold to Prophet customers headquartered in the
Territory, or elsewhere (as long as the right to distribute ROBOCOM's Software
has not been revoked), for which Prophet takes primary sales responsibility,
Prophet will charge customers the list prices and pay ROBOCOM an amount equal to
*% of the current list prices (shown on the attached price list, Exhibit 5) or
*% of a mutually agreed discounted price which is commercially satisfactory to
both ROBOCOM and Prophet, for their modules purchased and installed.
The attached price list may be modified by ROBOCOM at any time, with 90
days advance notice to Prophet.
5.0 PATENT AND COPYRIGHT INDEMNIFICATION
5.1 ROBOCOM will defend any action brought against Prophet [or Prophet's
End Users] based on a claim that a software Product infringes any copyright,
trade secret or United States patent (including patents in Territory countries
based on the relevant United States patents.). ROBOCOM will hold Prophet
harmless from and pay any award against Prophet or Prophet's End Users based
* OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. FILED
SEPARATELY WITH THE COMMISSION.
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Revised: June 18 1996
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on such infringement provided that Prophet and/or End Users notify ROBOCOM
promptly in writing of the claim and Prophet and/or End Users provide ROBOCOM
reasonable assistance and permit ROBOCOM to control the defense and any
settlement. ROBOCOM shall have no liability if the alleged infringement arises
from (1) the licensing of other than a current unaltered release of a Program as
provided under this Agreement, or (2) the combination of a Program with non
ROBOCOM programs or data. ROBOCOM makes no representations or warranties and
provides no indemnities regarding patent or copyright infringement by any
portion of a software Product not developed by ROBOCOM.
5.2 In the event of claimed infringement, ROBOCOM reserves the right to
replace the Software Product with a non-infringing product of equivalent
functionality, modify the Software Product to make it non-infringing or, if
neither alternative is reasonably available, remove the Software Product and
refund to Prophet license fees paid to ROBOCOM with respect to the infringing
copies of the Software Product on a five-year End User use amortization
schedule.
6.0 TERM AND TERMINATION
6.1 This Agreement shall enter into force on the Commencement Date and
shall continue for a period of two (2) years from the Commencement Date and
subject as herein provided shall thereupon automatically renew for an additional
one (1) year period and until terminated by one of the parties hereto giving
written notice within 30 days.
6.2 Notwithstanding Clause 6.1 of this Agreement, each party shall have the
right to terminate this Agreement at any time upon giving the other party at
least thirty (30) days written notification if either party's performance under
this Agreement is unsatisfactory to the other in the first party's reasonable
judgement.
7.0 EVENTS OF DEFAULT
If either party fails to perform any other term, covenant or condition of
this Agreement and has not performed such term covenants or conditions within
thirty (30) days after a notice of default has been received, the non-defaulting
party has the right to forthwith terminate this Agreement by means of a written
notice without judicial intervention being required.
8.0 REMEDIES
8.1 Upon any termination of this Agreement, Prophet shall immediately
return or certify destruction of all Programs in accordance with paragraph 4.14
and ROBOCOM shall be entitled to recover from Prophet all accrued and unpaid
payments and other amounts then due and owing under the terms hereof and/or all
future payments and other amounts as and when becoming due hereunder.
No termination under this Paragraph 8.1 or otherwise under this Agreement
shall invalidate then existing Prophet End User licenses granted by Prophet in
accordance with this Agreement for
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Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
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which required fees and charges have been credited or paid to ROBOCOM.
8.2 The rights of ROBOCOM pursuant to Paragraph 8.1 hereof are without
prejudice to any other rights or remedies which ROBOCOM may have. ROBOCOM
pursuit and enforcement of any one or more remedies shall not be deemed an
election waiver by ROBOCOM of any other remedy.
8.3 EXCEPT AS SET FORTH IN PARAGRAPH 3.5 AND PARAGRAPHS 5.1 AND 5.2,
ROBOCOM DISCLAIMS ALL WARRANTIES WITH REGARD TO THE ROBOCOM SERVICES AND
PRODUCTS SOLD OR LICENSED HEREUNDER INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OBLIGATIONS OR
LIABILITIES ON THE PART OF ROBOCOM FOR DAMAGES, INCLUDlNG BUT NOT LIMITED TO,
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE.
9.0 NOTICES
Service of all notices under this Agreement by either party to the other
shall be sufficient only if posted by certified or registered post, return
receipt requested or personally delivered and receipted for. Either party may
change its address for service of notice by written notice to the other.
10.0 UNFORESEEN EVENTS
Neither party shall be responsible for any delay nor failure to perform due
to causes beyond reasonable control of the party, including, but not limited to,
cause such as strikes, lockouts, or other labor disputes, riots, civil
disturbances, actions or inactions of governmental authorities or suppliers,
epidemics, war, embargoes, sever weather, fire, earthquakes, acts of God or the
public enemy, nuclear disasters, or default of a common carrier.
11.0 SEVERABILITY
In the event that any one or more of the provisions of this Agreement shall
for any reasons be held to be unenforceable in any respect under the laws of any
jurisdiction, such unenforceability shall not affect any other provision and
this Agreement shall then be construed as if such unenforceable provision or
provisions had never been contained herein.
12.0 GENERAL CONDITIONS
12.1 Applicable law; Dispute Resolution. The Agreement shall be construed
in accordance with and governed by the laws of the State of New York without
regard to that body of law known as conflict of laws and without reference to
the 1980 United Nations Convention on
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Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
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Contracts for the Sale of Goods and any amendments thereto.
12.2 Headings. Headings and subheadings in this Agreement are for
convenience only and do not form part of this Agreement.
12.3 Assignment. Upon advance written notice, Prophet may assign this
Agreement to a parent, subsidiary, or successors in interest to the business of
Prophet provided that such assignees are located in the same country as Prophet
and is able to and does fulfill Prophet's obligations under this Agreement.
Prophet shall not otherwise assign this Agreement without the written consent of
ROBOCOM.
12.4 Non-Waiver. The failure of either party to enforce at any time any of
the provisions hereof shall not be construed to be a waiver of the right of such
party thereafter to enforce any such provisions.
12.5 Independent Businesses. The Prophet and ROBOCOM are independent
businesses and will in no way claim otherwise or incur liabilities except on
their own account. It is understood and agreed that ROBOCOM and the Prophet will
not in any event be liable for any obligations, expenses, or damages of any
nature whatsoever incurred by the other party or for any claim made against the
other party on account of any services performed by it or by those for whom the
other party may be in law responsible and that this Agreement supersedes all
previous Agreements and arrangements between ROBOCOM and the Prophet.
12.6 Indemnity Clause. ROBOCOM will protect and save harmless and defend at
its own expense the Prophet from and against any and all claims of infringements
of patents, trade marks or industrial designs copyrights or other property
rights affecting the Products. The Prophet agrees to give ROBOCOM prompt notice
of any such claim that is made against the Prophet and will give ROBOCOM such
assistance and information as ROBOCOM may reasonably require. In the event that
any such infringement occurs or may occur, ROBOCOM may:
A. Procure for the Prophet the right to continue to use the Software or
infringing part thereof; or
B. Modify or amend the Software or infringing part thereof so that it
becomes non infringing; or
C. Replace the Software or infringing part thereof by other software of
similar acceptable capability; or
D. Pay the Prophet compensation relating to the whole or infringing part
of the Software as appropriate so that it may reimburse and settle any
corresponding claims put upon it by third parties.
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Revised: June 18 1996
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E. The conditions of the indemnity clause identified herein apply only to
ROBOCOM's supplied RIMS applications code.
12.7 Notices. All notices hereunder will be in writing and will be deemed
to have been given and received when delivered in person or by registered or
certified mail, return receipt requested, postage prepaid, as follows:
ENTIRE AGREEMENT
This Agreement and Exhibits constitute the entire Agreement governing the
relationship between the parties and supersede all proposals, oral or written,
and all negotiations, conversations, or discussions between the parties relating
to this Agreement. Prophet acknowledges that is has not been induced to enter
into this Agreement by representations or statements, oral or written, not
expressly contained herein. The terms and conditions of the Agreement shall
prevail, notwithstanding any variance from the terms and conditions of any order
or other instrument submitted by Prophet. This Agreement may be modified only in
writing signed by duly authorized representative of each party.
If to Prophet:
Prophet 21, Inc.
00 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxx
00000
XXX
Attn: Xx. Xxxx X. Xxxxxxx, President
If to ROBOCOM:
ROBOCOM Systems, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx
00000
XXX
Attn: Xx. Xxxxxxx X. Xxxxxxx, Director of Sales and Marketing
Forum for Dispute. The parties agree to seek to resolve any dispute arising
under this Agreement pursuant to good faith business negotiations. In the event
of a dispute, the aggrieved party will promptly identify in writing the nature
of the outstanding dispute in sufficient detail as to allow the other party to
respond to the dispute. Each party agrees to set times and places to meet and
communicate their concerns and to propose resolutions to their dispute. These
meetings may take place by telephone, by video conference, or face-to-face. The
parties agree to hold not fewer than
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Revised: June 18 1996
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two meetings, and to meet for at least a total of four hours to discuss their
respective positions and to explore a business resolution of their dispute. The
parties agree to exchange offers in writing upon conclusion of their meetings.
Such good-faith procedures will be a condition precedent to any litigation of
the dispute.
The following are part of this Agreement:
Exhibit 1
Exhibit 2
Exhibit 3
Exhibit 4
Exhibit 5
EXECUTED BY BOTH PARTIES AS PROVIDED BELOW:
ROBOCOM Systems, Inc. Prophet 21, Inc.
By: /s/ Xxxxx Xxxxxxx By: /s/ [Illegible]
Title: President Title: Executive Vice President
Date: 7/10/96 Date: 6/21/96
* * *
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Revised: June 18 1996
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EXHIBITS TO
DISTRIBUTION AGREEMENT
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Revised: June 18 1996
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EXHIBIT 1
Robocom Products:
RIMS(R). 2001 v3.2
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Revised: June 18 1996
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This page intentionally blank.
Referenced documents under separate cover.
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Revised: June 18 1996
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EXHIBIT 2
Maintenance Contract
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Revised: June 18 1996
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ROBOCOM MAINTENANCE CONTRACT
96-2001
-------
Contract No.
ROBOCOM SYSTEMS, INC. QUOTATION
Reference Date Terms
--------- ---- -----
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ITEM NO. DESCRIPTION PRICE
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1 Annual Software (Diagnostic & Maintenance)
Agreement
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2 Annual Hardware Maintenance Agreement
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3 Extended after Hour Support - Eight hours.
Weekdays, 5:00 P.M. - 1:00 A.M., ET
Weekends & Holidays - 8:00 A.M. - 1:00 A.M.
================================================================================
Contract includes software and hardware working hour response as listed under
Software and Equipment. Our working hours are Monday through Friday, 8:30 A.M.
to 5:00 P.M., Eastern Time (ET) excluding holidays. All software, labor, and
parts will be covered except those which are sundry consumable supplies such as
ribbons, paper, etc. The quoted price does not include travel and subsistence
costs except where noted. *
The system and equipment are subject to a Pre-Contract Inspection prior to
approval for contract unless continuous and uninterrupted service is maintained
with the prior agreement. If any repairs are necessary to get the unit up to
specifications, the repair costs will be charged against a billable service
call. This quotation is valid for ( ) days.
Order should be made out to: ROBOCOM Systems, Inc.
by: (Customer name)
* Refer to Agreement for listing of Software and Equipment, with applicable
response times, and travel coverage.
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Revised: June 18 1996
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AGREEMENT OR MAINTENANCE SERVICE
Company Name: (Customer Name)
Street:
City: State: Zip Code:
(Hereinafter referred to as Purchaser) agrees to purchase and ROBOCOM SYSTEMS
Inc. (hereinafter referred to as RSI) agrees to furnish at the below indicated
place of installation maintenance service on the equipment and software listed,
in accordance with the terms and conditions contained in this agreement.
SITE LOCATION
===========================
===========================
Company Name
===========================
===========================
Street
================================================================================
================================================================================
City State Zip Code
================================================================================
================================================================================
Commencement Date Day of Month Year
================================================================================
================================================================================
Renewal Date Day of Month Year
===========================
===========================
Contract #: RIMS,
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Revised: June 18 1996
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SOFTWARE AND EQUIPMENT
COVERED UNDER THIS AGREEMENT
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SOFTWARE/ MAINT. ** MODE TRAVEL
EQUIP. QTY. SERIAL RESPONSE TIME INCL. IN
DESCRIPTION MODEL NO(S)* BASIC
PRICE
YES/NO
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Processor
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Terminal
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Printer
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Printer
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Scanner
Dual Range
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Progress
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Software
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Converter
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Scanner
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Scanner
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* NOTE: Equipment serial numbers to be provided upon contract execution.
** 1 - On Site Repair - 8 Hrs.
2 - Sent to Repair Depot
3 - Immediate Modem Response
*** Does not cover thermal head replacements.
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TERMS AND CONDITIONS
1. INITIAL INSPECTION AND REPAIR
Unless this agreement provides for maintenance service which is contiguous
with previous maintenance service, or contiguous with the warranty provided
by RSI, then RSI shall make a thorough inspection of the system and
equipment to be maintained hereunder. This inspection shall be at the
expense of the Purchaser. Any repairs and adjustments deemed necessary by
RSI to bring the system and equipment up to good operating condition and
normal repair level shall then be made. All costs of repairs, materials and
adjustments shall be at Purchaser's expense and shall be at the current
published RSI hourly rates, portal to portal.
2. TERMS OF AGREEMENT
This agreement shall become effective upon the date accepted by RSI and,
except as provided in Article 10, "Termination," shall continue for a term
of twelve (12) months from the commencement date which is noted herein or
if applicable, the date of completion of the initial inspection and repair
provided pursuant to Article 1 above, which date shall be set forth herein
or the commencement date. On an annual basis, this agreement will be
reviewed for price adjustment with an annual price increase cap of 5
percent (5%). Purchaser shall have the right to renew this Agreement from
year to year by giving RSI notice at least thirty (30) days prior to the
end of the contract term on any renewal item.
3. RESPONSIBILITIES OF RSI
RSI shall maintain the system and equipment in good operating condition.
Pursuant to the above, RSI shall provide the following:
A. Upon receiving a service request, ROBOCOM will access the computer
system via a modem for the purpose of diagnostic and corrective
analysis. This service will be rendered immediately upon calling
during the normal business day (8:30 A.M. to 5:00 P.M. ET). This will
continue beyond the normal business day under the Extended Support
Option.
B. Should a service call to the facility be required, a qualified ROBOCOM
Service Technician will be on site no later than the next business day
after the determination that on-site service is required, which
determination shall promptly
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 19 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
be made following RSI's diagnosis of the problem.
C. The software diagnostic support services must be purchased to obtain
the Hardware Maintenance Support.
D. The software and hardware Maintenance Support was selected. The
Purchaser will be responsible for removing a defective depot repair
eligible device, where applicable. You will then ship the defective
unit to ROBOCOM (or as directed) for repair or replacement. Major
items will be repaired on site by a ROBOCOM authorized agency
following ROBOCOM's determination that the unit is indeed in need of
repair. All spare parts and equipment supplied under this contract
shall remain the property of ROBOCOM SYSTEMS, Inc., except those spare
parts which ROBOCOM permanently installs in Customer's equipment and
hardware to effect repairs pursuant to the maintenance service
agreement.
E. RSI will bear all costs (except as noted) of maintaining the equipment
in good operating condition which costs are required because of the
normal use of the equipment. Maintenance service does not include the
furnishing of accessories of any nature, except such items of
equipment as may be necessary to the maintenance of the components
being serviced.
F. If Purchaser causes modifications to be made or accessories or devices
not covered by this Agreement to be added to the software or equipment
being maintained by RSI, then maintenance service will be supplied
therefore only upon mutual agreement between Purchaser and RSI. If the
modifications or additions increase the maintenance costs of system
and equipment covered hereby, then the maintenance charges specified
on page one (1) hereof shall be accordingly adjusted by RSI and
Purchaser shall pay such charges.
G. ROBOCOM has delivered certain source files to (Customer Name) as
customized software under the development contract. (Customer Name)
may modify and/or use these files as required. (Customer Name)may not
modify or otherwise change Procedure Library files now maintained by
ROBOCOM. (Customer Name) modified code must be compiled by (Customer
Name)and located in the bin directory as PROGRESS *.r files only.
Under no circumstances shall ROBOCOM be responsible for (Customer
Name) modified code.
H. ROBOCOM will provide problem determination and assistance for
operating system and database problem events and configuration issues.
ROBOCOM will
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 20 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
serve as the central point of contact for the client and will
coordinate problem resolution with any third party vendors where
necessary.
I. ROBOCOM will perform in an advisory role to ensure that any
configuration changes will not adversely affect the RIMS application.
Any configuration, file system, or other changes made by the client
must be provided to ROBOCOM for impact review and concurrence.
J. During the course of normal maintenance, should ROBOCOM detect a
potential problem situation, the client will be notified. A suitable
corrective action will be recommended and, if necessary, carried out
by ROBOCOM.
4. RESPONSIBILITIES OF PURCHASER
Purchaser shall provide, free of charge and with ready access, adequate
working space, adequate light, heat, ventilation, electrical current, and
outlets for the use of RSI maintenance personnel.
Purchaser shall not misuse, neglect or attempt any software modification,
repairs or maintenance of the equipment covered hereby. Any added costs to
RSI for maintaining the system or equipment because of violation of this
provision shall be charged to the Purchaser. Likewise, all costs of
maintenance not attributable to normal wear and tear, normal malfunction,
or RSI negligence, shall be charged to the Purchaser at the RSI published
hourly rate and published list price for parts.
Purchaser shall always allow RSI full and free access to the equipment
subject to Purchaser's industrial security rules.
Unless otherwise specified in the agreement, the client is responsible for
all day to day maintenance and administration tasks as required by a
typical computer system furnished by ROBOCOM with the RIMS application.
Customer Administrative tasks include but are not limited to:
User and Group Administration
Kernel Tuning
User Accounting
Monitor disk usage
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 21 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
Install/configure Peripherals
Printer Scheduler Administration
File System Administration
Network File System Administration
Progress Database Administration
Periodic BI File Truncation
Periodic Dump and Reload
Develop Backup Strategy
Perform Daily Backups
Perform Quarterly Backups
UUCP Administration
CRON Administration
EMAIL Administration
5. SERVICE HOURS
For the charges set forth on page one hereof, RSI will furnish "on call"
maintenance service from 8:30 A.M. to 5:00 P.M. ET Monday through Friday,
excluding holidays.
The extended after hour support provides for service from 5:00 P.M. - 1:00
A.M. ET on weekdays and 8:00 A.M. - 1:00 A.M. on weekends and holidays.
6. MOVEMENT OF EQUIPMENT
In the event that the equipment covered by this Agreement is moved to a new
location with the prior written consent of RSI, service under this
Agreement will terminate at the time the disassembly of the system is
begun. Service under this Agreement will commence again at the new location
at the time the system has been certified as operational as a result of an
inspection as provided in Article 1, "Initial inspection and Repair."
Charges for any services rendered of "RSI to effect the disassembly,
movement, reassembly, or checkout of the system being moved shall be at the
current published RSI hourly rates computed to the nearest one-half (1/2)
hour with a minimum charge of eight (8) hours per call.
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 22 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
7. EXCLUSIONS
The maintenance charge does not include service calls or additional service
time arising from abuse, misuse, modification, mishandling, of the
equipment, or damage due to forces external to the machine including, but
not limited to, the following acts of God, flood, power surges or failures,
defective electrical work, transportation, foreign equipment/attachments,
accident, disaster, neglect, alterations, service work performed by
unauthorized parties or any other cause beyond the control of RSI. This
service contract does not guarantee uninterrupted operation of the system
or of the equipment. This service contract excludes all responsibility for
repairs necessitated by or damage caused to equipment by any accessories
other than those authorized by the manufacturer (i.e., ribbons, disc packs,
etc.). "Also this contract does not include painting or refinishing of
equipment or furnishing materials for this purpose.
8. INVOICES AND PAYMENTS
A. Charges for maintenance service shall begin on the commencement date
as specified in Article 2 and shall be invoiced as set forth in the
maintenance schedule, in advance with payment due within thirty (30)
days of the invoice date. A time price charge of 1-1/2% per month
(Annual rate equals 18%) will be charged on all accounts not paid
within said thirty-day period.
B. Charges for maintenance services of less than one (1) months' duration
shall be prorated at 1/20th of the monthly charges for each calendar
day (based on RSI June to May fiscal year).
C. Payment Terms -
Fixed price - 1/12 of the annual amount each month, in advance
Travel and subsistence - where applicable, will be charged at ROBOCOM
cost plus 15% (administrative cost) - as incurred, provided such
charges are reasonable and documented.
9. LIABILITIES
Since Purchaser will have exclusive control over the use of the equipment
being maintained hereunder, Purchaser shall be solely responsible for the
proper use, protection and supervision thereof. RSI shall not be liable for
any personal injury or property damage even if loss or damage is caused by
negligence of RSI, and such liability shall not include incidental or
consequential damages. Except as provided in this
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 23 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
Agreement, RSI shall have no other responsibility or liability with respect
to the system or equipment being maintained or any of the maintenance
service supplied hereunder.
10. TERMINATION
Unless mutually agreed by both the Purchaser and RSI, this Agreement shall
not be subject to termination by either party, except if Purchaser defaults
in payment of any monies due hereunder, or should move the equipment
without prior written consent of RSI. RSI shall then, with notice, have the
right to terminate this Agreement, and if RSI defaults in any material
obligation under this Agreement, Purchaser shall then, with notice, have
the right to terminate this Agreement. In addition, if after three (3)
years from date of original equipment delivery, any item being maintained
under this Agreement, is, in RSI's reasonable opinion, in need of factory
refurbishment, repair, or overhaul, RSI will submit to Purchaser a
description of the necessary refurbishment and an estimate of the
reconditioning charges, which shall be in addition to those charges set
forth on reconditioning, RSI shall then, with notice, have the right to
terminate this Agreement. In the event that this Agreement is rightfully
terminated by RSI pursuant to this Section 19, as RSI's sole and exclusive
remedy, the Purchaser shall be liable for termination payment to RSI of 20%
of the monthly charge for the months remaining (not to exceed four months)
subsequent to date of termination by RSI. In the event that this Agreement
is rightfully terminated by Purchaser pursuant to this Section 10, RSI
shall return all funds Purchaser had paid in advance to RSI for which no
service had been rendered and Purchaser shall retain all other rights and
remedies
11. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the
laws of the State of New York.
12. ATTORNEYS' FEES
Purchaser will pay reasonable attorneys' fees to RSI in the event RSI shall
engage an attorney to enforce collection or to preserve and protect its
rights under this service agreement.
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 24 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
13. GENERAL PROVISIONS
This agreement constitutes the entire agreement for maintenance service
between the Purchaser and RSI. THE FOREGOING TERMS AND CONDITIONS SHALL
PREVAIL NOTWITHSTANDING ANY VARIANCE WITH THE TERMS AND CONDITIONS OF ANY
ORDER SUBMITTED BY THE PURCHASER
AGREED TO By: _____________________________
(Signature)
Customer: _____________________________
(Print Name)
_____________________________
(Date)
_____________________________
(Title)
ACCEPTED By: _____________________________
(Signature)
ROBOCOM
Systems Inc. _____________________________
(Print Name)
_____________________________
(Date)
_____________________________
(Title)
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 25 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
EXHIBIT 3
Training
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 26 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
The ROBOCOM Pilot Training for Prophet of RIMS(R) 2001 v3.2, is instructor-led
yet participant-centered instruction. Our Training Department consists of an
experienced staff of professionals who tailor the curriculum to specifically
meet the requirements of each RIMS Prophet. To that end ROBOCOM training
consists of a curriculum which includes a series of courses that can be
customized.
As part of the ROBOCOM pilot training, we offer the following two day session
(generally held at ROBOCOM) presenting the following five-part curriculum:
-- RIMS OVERVIEW
-- RIMS WAREHOUSE CONFIGURATION
-- RIMS FILE INFORMATION
-- RIMS SYSTEM ADMINISTRATION
-- RIMS PROCESSES
1. We begin the Pilot Training with a brief RIMS OVERVIEW that covers the
entire scope of our RIMS system. This section of our training is always
very interactive since this is often the first detailed exposure to RIMS
that our Prophets face. The Overview sessions introduce the following
topics:
-- Flow of Product Within the Warehouse
-- Warehouse Layout
-- RIMS File Information
-- RIMS System Administration
-- RIMS Processes
2. The Overview is followed by intensive RIMS WAREHOUSE CONFIGURATION
sessions, where our Prophets learn the intricacies of setting up a RIMS
warehouse. These sessions offer an overview for Prophets on the logic and
rationale behind the functionality necessary to establish a new or existing
warehouse while using the actual RIMS software. These sessions include a
review of:
-- RIMS Locations (for Staging, Storing, Consolidation, Loading)
-- Rules (priorities) for Storing Product
-- Rules (priorities) for Picking Product
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 27 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
3. The third session in our Sales/Application Training Curriculum consists of
FILE INFORMATION sessions, where our Prophets learn the type of information
that can be included in each of our data files. These sessions include
classes about:
-- Items and Item Replenishment
-- Customers and Vendors
-- Carriers and Freight Classes
4. Our fourth session in our Pilot Training Curriculum consists of SYSTEM
ADMINISTRATION sessions, where our Prophets are exposed to various topics.
In these classes some of our topics include:
-- System Security
-- Optional RF Sub-System
-- RIMS System Parameters
-- Printers and RIMS
-- RIMS/Host Interface
5. Our last session deals with RIMS PROCESSES. These sessions vary in
approach, depending on the needs of the Prophet. Each session can include
the process from a Video Display Terminal (VDT) and from an RF terminal.
This is an entry level description of what is included in the base functionality
and the key benefits and differentiations within the market. We include a review
of:
-- Receiving
-- Putaway
-- Picking
-- Shipping
-- Counting
-- Rewarehousing
-- Quality Assurance
-- Reports
The actual course content of each of our five components of Pilot Training
varies, depending on the background of our Prophet.
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 28 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
Exhibit 4
License Agreement
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 29 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
RIMS.2001 COMPUTER PROGRAM END-USER
LICENSE
(Nonexclusive; Object Code Only)
between
ROBOCOM SYSTEMS INC. (Licensor) of 000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, and
_______________________, of ________________________________________ LICENSOR'S
PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). LICENSOR DOES NOT SELL OR
TRANSFER TITLE TO THE LICENSED PROGRAM TO YOU. YOUR LICENSE OF THE LICENSED
PROGRAM WILL COMMENCE UPON EXECUTION OF THIS AGREEMENT BY BOTH PARTIES AS
EVIDENCED BY AUTHORIZED SIGNATURES BEING AFFIXED.
1. License.
In consideration of the payment of the license fees set forth, Licensor grants
you a nonexclusive license to use the RIMS.2001 computer program and data in
machine-readable form.
2. Scope of Rights. You may:
1. Install the Single Site Licensed Program in your own facility for the
number of users specified in the License and Purchase Agreement
2. Use and execute the Licensed Program for purposes of serving the internal
needs of your business at the single site;
3. In support of your authorized use of the Licensed Program, store the
Licensed Program's machine-readable instructions or data in, transmit it
through, and display it on machines associated with the specified computer;
and
4. Make copies of the Program in machine-readable, object code form, for
nonproductive backup purposes only, provided that Licensor's proprietary
legend is included.
4. Support.
Licensor will support the Licensed Program for a one year Limited Warrantee.
Additional software maintenance is as specified in Maintenance Agreement if
purchased. However, Licensor offers support only for the two most current
versions of the Licensed Program issued by Licensor from time to time, so you
must make sure to obtain and substitute or incorporate all
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 30 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
new releases or fixes issued by Licensor pursuant to its warranty and support
programs.
5. Your Responsibilities.
You are responsible for selecting an operator who is qualified to operate the
Licensed Program on your own equipment and is familiar with the information,
calculations, and reports that serve as input and output of the Licensed
Program. Licensor reserves the right to refuse assistance or to charge
additional fees if an operator seeks assistance with respect to such basic
background information or any other matters not directly relating to the
operation of the Licensed Program.
The Licensed Program is designed for use with the peripheral equipment and
accessories. You are also responsible for ensuring a proper environment and
proper utilities for the computer system on which the Licensed Program will
operate, including an uninterrupted power supply.
6. Proprietary Protection and Restrictions.
Licensor will have sole and exclusive ownership of all right, title, and
interest in and to the Licensed Program and all modifications and enhancements
thereof (including ownership of all trade secrets and copyrights pertaining
thereto), subject only to the rights and privileges expressly granted to you
herein by Licensor. This Agreement does not provide you with title or ownership
of the Licensed Program, but only a right of limited use. You must keep the
Licensed Program free and clear of all claims, liens, and encumbrances.
You may not use, copy, modify, or distribute the Licensed Program
(electronically or otherwise), or any copy, adaptation, transcription, or merged
portion thereof, except as expressly authorized by Licensor. You may not reverse
assemble, reverse compile, or otherwise translate the Licensed Program. Your
rights may not be transferred, leased, assigned, or sublicensed except for a
transfer of the Licensed Program in its entirety to (1) a successor in interest
of your entire business who assumes the obligations of this Agreement or (2) any
other party who is reasonably acceptable to Licensor, enters into a substitute
version of this Agreement, and pays an administrative fee intended to cover
attendant costs. No service bureau work, multiple-user license, or timeshareing
arrangement is permitted, except as expressly authorized by Licensor. You may
not install the Licensed Program in any other computer system or use it at any
other location without Licensor's express authorization obtained in advance
(which will not be unreasonably withheld); provided that you may transfer the
Licensed Program to another computer temporarily if the computer specified is
inoperable.
If you use, copy, or modify the Licensed Program or if you transfer possession
of any copy, adaptation, transcription, or merged portion of the Licensed
Program to any other party in any way not expressly authorized by Licensor, your
license is automatically terminated.
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 31 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
You hereby authorize Licensor to enter your premises in order to inspect the
Licensed Program in any reasonable manner during regular business hours to
verify your compliance with the terms hereof
You acknowledge that, in the event of your breach of any of the foregoing
provisions, Licensor will not have an adequate remedy in money or damages.
Licensor will therefore be entitled to obtain an injunction against such breach
from any court of competent jurisdiction immediately upon request. Licensor's
right to obtain injunctive relief will not limit its right to seek further
remedies.
If some third party claims that the Licensed Program infringes its patent,
copyright, or trade secret, or any similar intellectual property right, Licensor
will defend you against that claim at Licensor's expense and pay all damages
that a court finally awards, provided that you promptly notify Licensor in
writing of the claim, and allow Licensor to control, and cooperate with Licensor
in, the defense or any related settlement negotiations. If such a claim is made
or appears possible, you agree to permit Licensor to enable you to continue to
use the Licensed Programs, or to modify or replace them. If Licensor determines
that none of these alternatives is reasonably available, you agree to return the
Licensed Program on Licensor's written request, and you will then receive a
credit equal to your net book value for the Licensed Program determined in
accordance with generally accepted accounting principles. However, Licensor has
no obligation for any claim based on your modification of the Licensed Program
or its combination, operation, or use with any product, data, or apparatus not
specified or provided by Licensor, provided that such claim solely and
necessarily is based on such combination, operation, or use and such claim would
be avoided by combination, operation, or use with products, data, or apparatus
specified or provided by Licensor. THIS PARAGRAPH STATES LICENSOR'S ENTIRE
OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
7. Limited Warranty and Limitation of Liability.
Licensor warrants, for your benefit alone, that the Licensed Program conforms in
all material respects to the USER MANUALS for the current version of the
Licensed Program set forth. This warranty is expressly conditioned on your
observance of the operating, security, and data-control procedures set forth in
the User's Manual included with the Licensed Program. This warrantee is granted
by the Licensor to the Licensee for a period of One Year (1) after acceptance by
the Licensee.
Licensor is not responsible for obsolescence of the Licensed Program that may
result from changes in your requirements. The foregoing warranty will apply only
to the most current version of the Licensed Program issued by Licensor from time
to time. Licensor assumes no responsibility for the use of superseded, outdated,
or uncorrected versions of the Licensed
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 32 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
Program.
As your exclusive remedy for any material defect in the Licensed Program for
which Licensor is responsible, Licensor will attempt through reasonable effort
to correct or cure any reproducible defect by issuing corrected instructions, a
restriction, or a bypass. Licensor will not be obligated to correct, cure, or
otherwise remedy any nonconformity or defect in the Licensed Program if you have
made any changes whatsoever to the Licensed Program, if the Licensed Program has
been misused or damaged in any respect, or if you have not reported to Licensor
the existence and nature of such nonconformity or defect promptly upon discovery
thereof.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR DISCLAIMS ANY AND ALL
PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM,
INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION,
THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
The cumulative liability of Licensor to you for all claims relating to the
Licensed Program and this Agreement, including any cause of action sounding in
contract, tort, or strict liability, will not exceed the total amount of all
license fees paid to Licensor hereunder. This limitation of liability is
intended to apply without regard to whether other provisions of this Agreement
have been breached or have proven ineffective. This limitation of liability will
not apply to the indemnification provided in Section 6 hereof Licensor will have
no liability for loss of data or documentation, it being understood that you are
responsible for reasonable backup precautions.
In no event will Licensor be liable for any loss of profits; any incidental,
special, exemplary, or consequential damages; or any claims or demands brought
against you, even if Licensor has been advised of the possibility of such claims
or demands. This limitation upon damages and claims is intended to apply without
regard to whether other provisions of this Agreement have been breached or have
proven ineffective.
8. Term of Agreement; Termination.
Your license of the Licensed Program will become effective upon delivery of the
Licensed Program to you and will continue indefinitely, unless sooner terminated
as provided herein.
Upon termination of this Agreement, all rights granted to you will terminate and
revert to Licensor. Promptly upon termination of this Agreement for any reason
or upon discontinuance or abandonment of your possession or use of the Licensed
Program, you must return or destroy, as requested by Licensor, all copies of the
Licensed Program in your possession (whether
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 33 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
modified or unmodified), and all other materials pertaining to the Licensed
Program (including all copies thereof). You agree to certify your compliance
with such restriction upon Licensor's request.
9. Miscellaneous.
This Agreement will be governed by and construed in accordance with the laws of
the State of New York.
No modification of this Agreement will be binding unless it is in writing and is
signed by an authorized representative of the party against whom enforcement of
the modification is sought.
Any notices required or permitted under this Agreement will be in writing and
delivered in person or sent by registered or certified mail, return receipt
requested, with proper postage affixed.
In the event that any of the terms of this Agreement is or becomes or is
declared to be invalid or void by any court or tribunal of competent
jurisdiction, such term or terms will be null and void and will be deemed
severed from this Agreement and all the remaining terms of this Agreement will
remain in full force and effect.
THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF LICENSOR'S OBLIGATIONS
AND RESPONSIBILITES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR
OTHER COMMUNICATION BY OR ON BEHALF OF LICENSOR RELATING TO THE SUBJECT MATTER
HEREOF.
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 34 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
APPENDIX A
1. Licensed Programs are defined as follows:
a) RIMS 2001 v 3.1 Machine readable form as defined in Appendix 1.
b) Documentation
o VDT User's Guide 3 copies
o RDT User's Guide 3 copies
o Management Manuals 3 copies
2. Location of the Site:
3. Specification and Serial Number of computer system on which licensed
program will execute:
To be determined.
4. License fee for 36 User System: $ * one time payment.
5. Support terms:
Warranty as provided in Section 11 (f) of the Master Agreement.
Additional software maintenance is as specified in Maintenance Agreement if
purchased.
6. Delivery date for Licensed Program:
No later than
* OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. FILED
SEPARATELY WITH THE COMMISSION.
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 35 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
EXHIBIT 5
Domestic Pricing
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 36 PROPHET 21 INC.
Distribution Agreement Dated: April 1, 1996
Revised: June 18 1996
--------------------------------------------------------------------------------
Domestic RIMS(C) Pricing
1996
RIMS.2001
USERS SITE ONE SITE TWO AND UP
================================================================================
less than 8 $* $*
16 * *
24 * *
32 * *
64 * *
more than 64 * *
--------------------------------------------------------------------------------
1. RIMS users defined as the total number of fixed terminals and RF terminals.
--------------------------------------------------------------------------------
2. Client server to be announced.
--------------------------------------------------------------------------------
3. *
--------------------------------------------------------------------------------
................................................................................
Progress Fees Per User
================================================================================
Query Workgroup
Users Results Personal Server Enterprise Server Total
1-4 $* $* $*
5-9 * $* *
10-24 * * *
24-49 * * *
50-99 * $* *
* OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. FILED
SEPARATELY WITH THE COMMISSION.
--------------------------------------------------------------------------------
ROBOCOM SYSTEMS, INC. Page 37 PROPHET 21 INC.
