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STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement ("Agreement") is made by and between
i2 Technologies (Netherlands) X.X., Xxxxxxxxxxxx 0/X, 0000 XX
Xxxxxxxxxx, Xxx Xxxxxxxxxxx. ("i2") and
UNION TRANSPORT INCORPORATED
(Registration number 1412571)
9 Columbus Centre
Pelican Drive
Road Town
Tortola, British Virgin Islands
hereinafter referred to as ("Alliance Member").
1. INTENT
i2 and Alliance Member have concluded a Software License Agreement
("the Software License Agreement") in terms of which, inter alia, the
Alliance Member is licensed to use certain software (the "Products")
developed and owned by i2. The parties believe that a structured joint
sales and marketing program may generate additional revenue for both i2
and the Alliance Member.
2. SCOPE
2.1 This Agreement sets forth the general terms of the relationship
between the parties. The rights and obligations of the parties under
the terms of this Agreement will be set forth in specific Addendum to
this Agreement. Each Addendum shall be incorporated in and made part of
this Agreement. In the event of an inconsistency between terms of this
Agreement and the Addendum hereto, the terms of the Addendum shall take
precedence to the extent of the inconsistency, most current Addendum
having precedence over earlier Addendum.
2.2 This Agreement does not establish or grant rights to Alliance
Member as a distributor, dealer, sub-licensor, reseller, sales
representative or agent of any kind with respect to i2 or the Product
provided under this Agreement. Unless otherwise stated there are no
express or implied rights by Alliance Member to receive commissions,
royalties, finder fees, discounts or other considerations relating to
Alliance Member's use and recommendation of the Product for Alliance
Member clients ("Client(s)") or as a result of any license of Products
by a Client from i2 or Alliance Member.
3. TERRITORY
The Product may be marketed and implemented in the following geographic
area(s). Countries in which Alliance Member has a significant presence,
including but not limited to: Republic of South Africa; United Kingdom;
United States; Federal republic of Germany; Australia and Hong Kong
("Territory").
4. TERM AND TERMINATION
4.1 The term of this Agreement begins upon i2's execution hereof, ,
("the Agreement Date") and shall remain in effect for an initial period
(the "Initial Period") of three (3)years, unless earlier terminated
pursuant to the terms hereof.
4.2 Either party may terminate this Agreement for a material breach
hereunder by: (i) the non-breaching party provides the breaching party
thirty (30) days written notice of such breach; and (ii) the breaching
party fails to cure such breach within the said thirty (30) day period.
4.3 Either party may, by giving written notice thereof to the other
party, terminate this Agreement as of the date specified in such notice
in the event that the other party (a) is wound up, liquidated or placed
under judicial management whether provisionally or finally and whether
voluntarily or compulsorily or (b) is acquired by a third party, or
acquires a controlling interest in a third party reasonably deemed by
the party giving notice to be a competitor of the party giving notice.
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4.4 Upon the expiration or termination of this Agreement for any
reason, Alliance Member's rights granted herein shall cease. The
exercise by either party of this right of termination shall not itself
cancel or affect the performance of or liability for obligations
incurred prior to expiration of the termination notice period. Those
provisions of the Agreement which by their nature should survive
termination or expiration shall remain in effect in the event of such
termination or expiration. These provisions include, but are not
limited to, 5, 6, 7, 9, 15 and 16.
4.5 Upon termination or expiration of this Agreement the parties will
return or destroy, as requested by the party, all proprietary and
confidential information of the other party within thirty (30) days of
such termination or expiration.
4.6 Upon the expiry of the initial period the parties shall have an
option to renew the agreement for a further period of three years on
terms and conditions to be agreed upon by the parties.
5. CONFIDENTIALITY
Alliance Member shall not disclose, provide or otherwise make available
any materials, Products, methodologies, concepts, ideas, visuals,
training materials or any other information deemed confidential by and
of i2 in whole or in part, except to Alliance Member's employees in the
scope of their employment. Alliance Member shall not disclose the
contents of this Agreement to any third party without the prior written
consent of i2. Each party agrees that the price structure set forth
herein shall be considered confidential and not released to any third
party, except for audit or legal purposes.
6. TITLE, USE OF TRADE NAMES AND TRADEMARKS
6.1 Any reproduction, distribution or use of i2's trademarks, logos, or
trade names must be approved in writing in advance by i2. Any such
permitted use, advertising, distribution, or reproduction shall be
solely in connection with Alliance Members exercise of its Product
marketing rights herein. All proprietary markings shall be in the form,
location, and quality specified by i2. Upon termination of this
Agreement Alliance Member shall have no further right to use,
advertise, reproduce, or distribute any such trademarks or trade names.
6.2 Alliance Member shall not at any time do, permit or cause to be
done any act or thing which would tend to impair i2's rights in the
Product or i2's trademarks and trade names or adversely affect i2's
goodwill.
7. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
7.1 i2 shall indemnify and hold Alliance Member harmless against
liability to third parties (only for liability solely the fault of i2)
arising from the violation of any third party's trade secrets,
proprietary rights, trademark, copyright or patent rights in connection
with the use of the Product under this Agreement Alliance Member (a) as
delivered by i2 to Alliance Member herein or as modified by i2 (but not
by Alliance Member) and (b) in accordance with the applicable user
documentation and this Agreement, provided that i2 shall have the right
to conduct any defense or settlement in any such third party action
arising as described herein, Alliance Member shall fully cooperate with
such defense, and i2 receives prompt written notice from Alliance
Member. This indemnification is limited to the Product delivered to
Alliance Member or as modified by i2 and does not cover third party
claims arising from modifications not authorized by i2 or its licensor.
7.2 If a third party's claim substantially interferes with Alliance
Member use of the Product, i2, at its sole discretion, may (a) replace
the Product, without additional charge, with a functionally equivalent
and non-infringing product; (b) modify the software to avoid the
infringement; (c) obtain a license for the Alliance Member to continue
use of the Product and pay for any additional fee required for such
license; or (d) in none of the foregoing alternatives are, in i2's sole
opinion commercially reasonable, terminate this Agreement or that
portion of this Agreement as it relates to the specific infringing
Product.
7.3. WARRANTY LIMITATIONS. i2 MAKES NO OTHER WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, SUITABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE. i2 DOES NOT WARRANT THAT THE
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PRODUCTS WILL MEET ALLIANCE MEMBER'S EXPECTATIONS OTHER THAN THE
EXPECTATION THAT THE PRODUCTS SUBSTANTIALLY FUNCTION IN ACCORDANCE WITH
THE APPLICABLE PRODUCT DOCUMENTATION . UNLESS OTHERWISE SPECIFIED IN
THIS AGREEMENT, I2 DOES NOT WARRANT THAT THE PRODUCTS OPERATE IN THE
COMBINATIONS WHICH MAY BE SELECTED FOR USE BY ALLIANCE MEMBER OR ITS
CLIENTS, OR THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR
ERROR FREE.
7.4 LIMITATION ON LIABILITY. THE PARTIES HAVE NEGOTIATED THIS AGREEMENT
WITH DUE REGARD FOR ALLIANCE MEMBER'S BUSINESS RISK ASSOCIATED WITH ITS
USE OF THE PRODUCTS. THEREFORE, EXCLUDING i2'S OBLIGATIONS UNDER 7.1,
IN ANY EVENT i2'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT
EXCEED THE SOFTWARE LICENSE FEE PAID BY ALLIANCE MEMBER FOR THE SYSTEM.
IN NO EVENT SHALL i2 OR THE LICENSOR OF ANY THIRD PARTY SOFTWARE
EMBEDDED IN THE PRODUCTS BE LIABLE FOR LOST PROFITS OR OTHER
INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF i2 HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITH THE SAME
UNDERSTANDING, i2 SHALL NOT BE LIABLE FOR DAMAGES OCCURRING DUE TO
OMISSION OR FAILURE OF ALLIANCE MEMBER TO PERFORM ITS OBLIGATIONS TO
ANY THIRD PARTY.
8. DISPUTE RESOLUTION
The parties shall attempt, in good faith, to resolve any controversy,
claim, or dispute arising out of this Agreement through negotiations.
Any dispute shall be referred promptly to the level of management of
each party authorized to resolve the dispute. In the event an action,
including arbitration, is brought to enforce any provision or declare a
breach of the Agreement, the prevailing party shall be entitled to
recover, in addition to any other amounts awarded, reasonable legal and
other related costs and expenses, including but not limited to,
attorney's fees, incurred thereby.
9. ARBITRATION
Any controversy or claim arising out of or relating to this Agreement,
with the exception of injunctive relief sought by either party, not
resolved between the parties through good faith negotiations per
Section 14, shall be submitted to arbitration before an arbitrator
agreed upon by the parties, or if the parties cannot agree upon an
arbitrator within thirty (30) days, to an arbitrator selected by the
Arbitration Foundation of South Africa. The arbitration shall be
conducted under the rules then prevailing of the Arbitration Foundation
of South Africa. The award of the arbitrator shall be binding and may
be entered as a judgment in any court of competent jurisdiction.
10. DISCLOSURE OF RELATIONSHIP
Each Party may disclose publicly the fact that this Agreement is in
effect between i2 and Alliance Member, provided that any advertising or
publicity (including any press release) relating to this relationship
which makes reference to the other Party's name or trademarks shall be
first submitted for review and approval of the other Party, which shall
not be unreasonably or untimely withheld.
11. FORCE MAJEURE
Neither party shall be considered in default or breach in the
performance of any obligation herein to the extent that the performance
of such obligation is prevented or delayed by fire, flood, strike, war,
insurrection, embargo, government requirement, civil or military
authority, act of God or any other event, occurrence or condition which
is not caused, in whole or in part, by that party, and which is beyond
the reasonable control of that party. The parties shall take all
reasonable action to minimize the effects of any such event.
12. SEVERABILITY
If any provision of this Agreement is found invalid or unenforceable by
a court of competent jurisdiction, the remainder of this Agreement
shall continue in full force and effect.
13. RESERVATION OF RIGHTS
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A delay or failure in enforcing any right or remedy afforded herein or
by law shall not prejudice or operate to waive that right or remedy or
any other right or remedy, including any remedy for a future breach of
this agreement, whether or a like or different character.
14. INDEPENDENT CONTRACTORS
The parties shall at all times be independent parties. Neither party is
employee, joint venture, agent or partner of the other; neither party
is authorized to assume or create any obligations or liabilities,
express or implied, on behalf of the name of the other. The employees,
methods, facilities and equipment of each party shall at all times be
under the exclusive direction and control of that party. Except as
otherwise expressed herein, each of the parties shall bear its own
costs and expenses incurred in connection with its performance herein.
15. ENTIRE AGREEMENT
15.1 This Agreement and its exhibits constitute the entire agreement
between the parties with respect to the subject matter hereof and
supersede all prior proposals, negotiations, conversations, discussions
and agreements between the parties concerning the subject matter
hereof.
15.2 Agreement, Addendums Modifications. No amendment or modification
of any provision of this Agreement or any Addendums shall be effective
unless the same shall be in writing and signed by both parties.
16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the Republic of South Africa, save as otherwise provided
herein, the parties consent and submit to the non-exclusive
jurisdiction of the Witwatersrand Local Division of the High Court of
the Republic of South Africa for the purpose of all or any legal
proceedings arising from or concerning this agreement.
17. ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties. Neither party may assign or
otherwise transfer in any way any of the rights and obligations arising
out of this Agreement without the prior written consent of the other
party.
18. NOTICES
Any notice or other communication required or permitted in this
Agreement shall be in writing and shall be deemed to have been duly
given three (3) days after mailing by first class certified mail,
postage prepaid, to the addresses set out on the face of this
agreement.
IN WITNESS WHEREOF the parties have caused this Strategic Alliance
Agreement to be executed in counterparts by their authorized
representatives as of the date first set forth above.
i2 TECHNOLOGIES, INC. UNION TRANSPORT INCORPORATED
By: /s/Jan Van den Broeck By: /s/ X.X. Xxxxxxx
Authorized Signature Authorized Signature
Name: Jan Van den Broeck Name: X.X. Xxxxxxx
Title: European Controller Title: Chairman
Date: 15 December 1999 Date: 15 December 1999
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ADDENDUM NO. 1
MARKETING AND JOINT SALES
This Addendum is incorporated in and made a part of this Strategic Alliance
Agreement between i2 and Alliance Member. All defined terms used herein shall
have the same meanings set forth in the Agreement.
1. JOINT SALES ACTIVITIES
1.1. The parties agree that software licenses for any Client
specific application ("Client Specific Applications") as well
as for Union Transport Services will be the subject of joint
sales campaigns between i2 and the Alliance Member on the
basis set out herein. Client Specific Applications will either
be licensed by the Clients for its own use or licensed by the
Alliance Member for use on behalf of a Client.
1.2. i2 agrees that the applicable i2 account managers will meet
with specific Alliance Member sales personnel in Johannesburg,
London, Frankfurt, Los Angeles, New York and Sydney, in order
to assist in the implementation of this Agreement.
2. PROGRAM REQUESTS
i2 may compensate Alliance Member pursuant to its Marketing and Sales
Assistance Program on a nonexclusive basis in accordance with the
procedures set forth herein when Alliance Member provides marketing and
sales assistance to i2 within the Territory by recommending and
promoting the licensing of the Product. Likewise, Alliance Member may
compensate i2 for promoting and marketing the Alliance Member's
services. Either party may identify a potential business opportunity
("Project") and may request the assistance of the other party in
pursuing prospective sales by completing a Project Identification Form,
a copy of which is attached hereto Exhibit A.
3. ACCEPTANCE OF PROJECT
Within fifteen (15) days after receipt of a Project Identification
Form, the parties shall conduct a meeting to discuss the Project
identified therein, further define each party's respective sales and
marketing responsibilities and establish rules of engagement and the
Project Identification Form submitted shall be amended to reflect the
results of such discussions. At the conclusion of the meeting the
parties shall agree whether or not to accept the Project as a
"Qualified Project". Such determination must be evidenced by execution
of the Project Identification Form amendment by authorized signatories
of each party.
4. QUALIFIED PROJECT
4.1. The parties shall mutually agree whether or not to accept the
Project described in the Project Identification Form as a
Qualified Project. A Project's "Qualified" status shall terminate:
- By mutual agreement of the parties.
- If either party determines that a dispute or claim involving the
Project has arisen or is likely to arise.
- If either party determines that the Client has inadequate credit
- If the Client has, in either party's opinion, made a commitment to
another vendor.
- If either party determines that the Project does not represent a
sales opportunity for i2 Products or Alliance Member services.
4.2 After a Project's status as a Qualified Project has terminated,
Alliance Member and i2 agree not to perform any marketing and
sales activities on behalf of each other, with respect to the
Qualified Project.
5. FEES
5.1. With respect to each Qualified Project, i2 shall pay Alliance
Member a Fee, as set out in 5.4, expressed as a percentage of the
net software license fee revenue actually paid to i2 from the
license of the Product currently marketed by i2, less any third
party royalty fees. Where Alliance Member licenses Products on
behalf of a Client, i2 will provide a discount to Alliance Member
as set out below. The parties agree that the discount structures
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hereunder are considered confidential and will be imbedded in the
total license fee presented to Client to avoid any disclosure to
Client.
5.2. With respect to each Qualified Project, Alliance Member shall pay
i2 a fee as set out in 5.6, based on the new or incremental
services revenues that Alliance Member will receive during the
first 12 months from the new or incremental services contract
start date with Client.
5.3 Licensed Software products licensed by the Alliance Member on a
Client's behalf (as part of an outsource logistics contract) will
be licensed by i2 to the Alliance Member *** for such Application.
This will be calculated as follows: *** The Alliance Member shall
be entitled to provide such Client Specific Applications to the
Client at a price *** In the event that this pricing model is not
applicable due to a specific Client's profile, i2, at its sole
discretion, may negotiate with Alliance Member on a case by case
basis to find a suitable price point ***
5.4 Where the Client Specific Application is licensed by the Client
for its own use, due to joint sales activities on a Qualified
Project, i2 shall pay the Alliance Member a fee equivalent to ***
of the net software license revenue actually received by i2 from
the Client. A portion of this commission shall be used by the
Alliance Member to commission its own sales personnel.
5.5 Where the Alliance Member has new or incremental business with a
Client due to joint sales and marketing activities on a Qualified
Project, Alliance Member will pay *** I2 will use a portion of
this amount to commission its own sales personnel.
5.6 Should any dispute arise between the parties as to any matter
arising in relation to the calculation of the Alliance Member's
additional gross revenue referred to in 5.5 such dispute shall be
referred for determination to Xxxxxx Xxxxxxxx and Company and
failing them for any reason to an independent chartered accountant
of not less than ten (10) years standing appointed by the
president of the South African Institute of Chartered Accountants.
6. CONDITIONS UNDER WHICH FEES ARE DUE
6.1 No fee shall be paid by i2 or Alliance Member with respect to a
Qualified Project unless i2 licenses the Product to the Client
within six (6) months after the date the Project Identification
Form is accepted by both parties and the related payment by the
Client has been received by i2. Nothing herein shall require i2 to
license any Product to a Client involved in a Qualified Project if
i2 deems it to be in i2's best interest not to so license such
Product. If the Product is not so licensed, no Fee will be
payable. The parties agree that the fees set forth herein are only
payable with respect to the Product licenses directly sold by i2
to the Client and does not apply to the Product licenses sold by
other i2 partners, or products that i2 is authorized to resell by
third parties, such as an OEM contract or third party licenses for
which i2 pays royalties to the owner of the software.
6.2 i2 retains the sole right to price, market and license the Product
as i2 deems appropriate. In the event the Client rejects Alliance
Member's proposal and declines to work further with Alliance
Member, i2 is free to pursue the Client without obligation to
Alliance Member.
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*INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION FOR CONFIDENTIAL
TREATMENT. 6
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6.3 i2 may request that Alliance Member agree to a reduction in the
amount of the Fee payable to Alliance Member as a condition to
licensing the Software to an End User.
6.4 The provisions of 6.1 to 6.3 shall apply mutatis mutandis to any
fees payable by the Alliance Member to i2 under the terms of this
Agreement.
7 PAYMENT
7.1 Within thirty (30) days after the end of each calendar quarter, i2
shall pay to Alliance Member the Fees due with respect to such
quarter. In the event net license revenue paid by a Client is
refunded by i2 for any reason, Alliance Member shall refund to i2
the Fees paid to it on account of the net license revenue so
refunded, or, at the option of i2, i2 may deduct such amount from
Fees due and payable to Alliance Member hereunder.
7.2 Within thirty (30) days after the end of each calendar quarter,
Alliance Member shall pay to i2 the Fees due with respect to such
quarter. In the event gross license revenue paid by a Client is
refunded by Alliance Member for any reason, i2 shall refund to
Alliance Member the Fees paid to it on account of the gross
license revenue so refunded, or at the option of Alliance Member,
Alliance member may deduct such amount from Fees due and payable
to i2 hereunder
ACKNOWLEDGED AND ACCEPTED BY
i2 TECHNOLOGIES, INC. UNION TRANSPORT INCORPORATED
By: /s/ Jan Van den Broeck By: /s/ X.X. Xxxxxxx
Authorized Signature Authorized Signature
Name: Jan Van den Broeck Name: X.X. Xxxxxxx
Title: European Controller Title: Chairman
Date: 15 December 1999 Date: 15 December 1999
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ADDENDUM NO. 2
TRAINING AND SALES ASSISTANCE
This Addendum is incorporated in and made a part of this Strategic
Alliance Agreement between i2 and Alliance Member. All defined terms
used herein shall have the same meanings set forth in the Agreement.
1. TRAINING ACTIVITIES
i2 agrees to use reasonable efforts to assist Alliance Member in the
training of Alliance Member's personnel so that Alliance Member
personnel may effectively sell its own services as they relate to the
i2 Products and to assist in joint sales activities as set forth
herein.
2. CONSULTING TRAINING
2.1 Strategic Opportunity Assessment ("SOA") Training. For a period not
to exceed two (2) weeks, i2 shall provide, at no additional charge, an
SOA trainer to adapt the i2 SOA process and training material to the
Alliance Member's specific needs. Such trainer shall also presents a
class on the SOA process to not more than twenty (20) Alliance Member
personnel who have successfully completed the pre-requisite training.
The adapted SOA material shall be licensed to the Alliance Member for
its unlimited internal use only.
2.2 Implementation Methodology Training. For the period expiring
twenty-four (24) months from the Agreement date, Alliance Member shall
be authorized, at no additional charge, to send up to ten (10) Alliance
Member personnel, who have successfully completed Product training, to
i2's standard Implementation Methodology Training class at i2's
facility.
3. SALES TRAINING
3.1 i2, together with a third party consultant shall assist one (1) of
Alliance Member's sales/marketing executive staff in: (i) adapting the
i2 sales process and materials to Alliance Members specific needs and
(ii) the presentation of i2's solution selling methodology to not more
than twenty (20) Alliance Member personnel. Alliance Member shall pay
all costs and fees incurred by such third party consultant for such
training, including costs for creating the sales training methodology
for Alliance Member. i2 shall have no liability with respect to third
party consultants performance or non-performance hereunder.
3.2 Upon execution of a confidentiality / non-disclosure agreement
regarding the content of the event by each attending Alliance Member
personnel, up to ten (10) Alliance Member's personnel shall be
authorized to attend i2's worldwide annual sales kick-off (currently
scheduled from 16 January 2000 to 22 January 2000) held in Dallas
Texas. In addition Alliance Member acknowledges that its personnel
could be barred from attending certain sessions of the event due to
confidential nature of these sessions.
3.3 Provided Alliance Member remains in good standing hereunder, i2
will provide ten (10) complimentary tickets (gratis - conference fees
only) to Alliance Member to attend i2's yearly planet conference,
(currently scheduled to be held from 08 October 2000 to 11 October 2000
in San Diego). Alliance Member may use these complimentary tickets for
its own personnel or to host Clients at this event.
3.4 i2 agrees that it will present at the Alliance Member's annual
agents conference in the year 2000. There shall be no fee charged by
Alliance Member to i2 for such presentation, however, all expenses
incurred by i2 during this conference shall be borne by i2. Alliance
Member shall give i2 no less than one hundred twenty (120) days prior
written notice of the dates for such annual agents conference.
3.5 i2 shall present its Global Footprint training to 10 selected
Alliance Member personnel within 24 months of the Agreement Date as
part of i2's standard Strategic Alliance training.
4. TECHNICAL SALES TRAINING -
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For the period expiring twenty-four (24) months from the effective date of
the Strategic Alliance Agreement, Alliance Member shall be authorized to
sent up to ten (10) Alliance Member personnel, who have successfully
completed prerequisite product training where applicable, to the following
i2 specific sales training classes:
- Intelligent e-Biz overview.
- CG&R footprint.
- Automotive footprint.
- Strategic network design, overview & demonstration.
- Intelligent e-Biz demonstration.
- CG&R template customization training.
- Certification training.
Cost for the above training will be at i2's then current training rates.
5. GLOBAL FOOTPRINT DEMONSTRATIONS
Solely for use in Alliance Member's sales activities, i2 herein grants
Alliance Member a limited use, temporary license to execute the following
i2 Product versions of industry footprint software ("Demo Products"), which
Alliance Member may load with an existing i2 Client's licensed Products
- Consumer Goods and Retail Demonstrations
- Automotive Industry Demonstrations
- Strategic Network Design Demonstrations
- Intelligent e Business Demonstrations
Such Demo Products shall remain the sole property of i2, and the license
granted herein shall terminate in accordance with the provisions of the
Strategic Alliance Agreement. Alliance Member acknowledges that i2's Demo
Products are furnished to Alliance Member "As Is" without warranty of any
kind, and i2 shall have no obligations to Alliance Member for any
liabilities which arise from the use of such Demo Products. Alliance Member
shall execute an appropriate non-disclosure agreement with Client to assure
the proprietary, intellectual property, and trade secret protection of the
Demo Products is afforded by Client, and shall furnish a copy of such duly
executed agreement to i2. Upon completion of the intended demonstrations,
Alliance Member shall purge the Demo Products, in whole and in part from
Clients systems. Under no circumstance shall Alliance Member leave the Demo
Products on Clients system after the conclusion of the demonstration.
Alliance Member shall assist i2 in the prosecution of any Client who
violates the proprietary, intellectual property and trade secret nature of
the Demo Products. Alliance Member warrants that it shall not demonstrate
such Demo Products (or any i2 Products) to a competitor of i2.
6. SUBSISTENCE & TRAVEL CLAUSE
All costs relating to the travel, subsistence and other incidental expenses
incurred by the Alliance Member and/or any personnel of the Alliance Member
while performing under this Agreement shall be borne solely by the Alliance
Member.
7. COSTS
Unless as expressly provided in terms of this Agreement, and subject to the
provisions of 5 of this Addendum, the training to be provided to the
Alliance Member hereunder shall be at no cost to the Alliance Member.
ACKNOWLEDGED AND ACCEPTED BY
i2 TECHNOLOGIES, INC. UNION TRANSPORT INCORPORATED
By: /s/ Jan Van den Broeck By: /s/ X.X. Xxxxxxx
Authorized Signature Authorized Signature
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Name: Jan Van den Broeck Name: X.X. Xxxxxxx
Title: European Controller Title: Chairman
Date: 15 December 1999 Date: 15 December 99
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