EXHIBIT 10.24
AMENDMENT TO OEM SOFTWARE LICENSE AGREEMENT
THIS AMENDMENT TO OEM SOFTWARE LICENSE AGREEMENT (this "Amendment") is
entered into as of the 31st day of August, 1998 (the "Effective Date"), by and
between CLARUS CORPORATION, formerly known as SQL Financials, Inc., 0000 Xxxxx
Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 (hereinafter "Clarus") and XXXXXX
XXXXXXXXXXX, Xxxx Xxxxxx Xxxxxxxx, Xxxxx 0000, 000 - 000xx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000 (hereinafter "ELEKOM").
RECITALS
WHEREAS, Clarus and ELEKOM are parties to that certain OEM Software License
Agreement dated April 14, 1998, as amended (the "OEM Agreement") and desire to
amend the OEM Agreement as provided herein;
WHEREAS, Clarus and ELEKOM are parties to that certain Agreement and Plan
of Reorganization dated as of the 31st of August, 1998 (the "Merger Agreement")
which under certain circumstances set forth in the Merger Agreement provides for
certain prepayments and credits to be applied against the license fees due from
Clarus under the OEM Agreement; and
WHEREAS, the parties wish to amend the OEM Agreement to provide for the
application of such prepayments against the license fees due and payable by
Clarus to ELEKOM under the OEM Agreement.
NOW THEREFORE, for and in consideration of the above premises, the
covenants contained herein and other good and valuable consideration, the
parties hereto do hereby agree as follows:
1. Amendment of License Fee Provisions. Exhibit IV of the OEM Agreement
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is hereby amended by adding the following as Section 4 to such Exhibit IV:
4. Prepayments Under Merger Agreement.
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a. The parties acknowledge that SFI shall be entitled to receive a credit
against License Fees accruing hereunder pursuant to Section 10.4 of
that certain Agreement and Plan of Reorganization dated as of the 31st
of August, 1998 (the "Merger Agreement"), under the circumstances set
forth in Section 10.4 of the Merger Agreement. Any such credit shall
be applied against the License Fees owing for the 1999 calendar year
by applying 25% of such credit to the License Fees due in each
calendar quarter of 1999. The maximum amount of the credit under
Section 10.4 of the Merger Agreement is $500,000 so the most that
could be applied against License Fees SFI owes under the OEM Agreement
is $125,000 in any calendar quarter of 1999.
b. In the event that SFI prepays any of the License Fees as required
pursuant to Section 4.6 of the Merger Agreement, then any such
prepayments shall be applied as a credit against any future accruing
License Fees that remain due and owing by SFI to ELEKOM after the
application of any credits specified by Section 4(a) above until such
time as all prepayments made pursuant to Section 4.6 of the Merger
Agreement have been applied to such future accruing License Fees.
c. Any credits or prepayments applied against License Fees pursuant to
Sections 4(a) and 4(b) above shall be deemed payments of License Fees
by SFI to ELEKOM at the time such credits and prepayments are applied
against the License Fees and shall be treated as License Fees paid by
SFI in the determination of SFI's satisfaction of the License Fee
Minimums specified by Section 1(d) above.
2. Continued Effect of Agreements. Except as provided herein, the OEM
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Agreement shall remain in full force and effect. The provisions of Section 20
of the OEM Agreement shall also govern this Amendment.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first above written.
ELEKOM: CLARUS:
ELEKOM CORPORATION CLARUS CORPORATION,
formerly known as SQL
Financials, Inc.
By: By:
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Xxxxxx Xxxxx, President and CEO Xxxxxxx X. Xxxxxxx, President and CEO
Date: Date:
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