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EXHIBIT 10.1
ORIGINAL SOFTWARE VENDOR MARKETING AND LICENSE AGREEMENT
Licensor SEAGULL BUSINESS SOFTWARE
Xxxx xxx Xxxxxxxxx Xxxxxx 00
0000 XX Xxxxxxxxx. P.0. Xxx 000
Xxxxxxxxx 0000 XX, Xxx Xxxxxxxxxxx
This Original Software Vendor Marketing and License Agreement
('Agreement") is by and between X.X. Xxxxxxx & Company, a Colorado corporation,
having a principal place of business at 0000 X. Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx
00000 ("JDE") and Licensor, a __________________ corporation.
WHEREAS, Licensor develops, markets, and maintains certain software
products; and
WHEREAS, JDE desires to market Licensor's software products to JDE's
present and prospective customers, to sublicense those products and support the
products;
NOW, THEREFORE, the parties hereto have executed this Agreement by the
duly authorized representative on the date first written above and agree to be
bound by the terms and conditions hereof.
THIS AGREEMENT, INCLUDING ITS TERMS AND CONDITIONS, IS A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR OR
CONCURRENT PROPOSALS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, AND ALL OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER.
THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY LICENSOR AND ACCEPTED BY
AN AUTHORIZED REPRESENTATIVE OF JDE AT ITS PRINCIPAL PLACE OF BUSINESS.
Accepted by X.X.Xxxxxxx & Company and By execution, signer certifies that
effective as of: 19 August 1994 signer is authorized to execute
this Agreement on behalf of Licensor
X. X. XXXXXXX & COMPANY LICENSOR
By /s/ By /s/
(Authorized Signature) Authorized Signature)
------------------------- -------------------------
(Print or Type Name) (Print or Type Name)
------------------------- -------------------------
(Title) (Title)
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ORIGINAL SOFTWARE VENDOR MARKETING AND LICENSE AGREEMENT
TERMS AND CONDITIONS
1. License to Market the Systems.
-----------------------------
1.1 Licensor hereby grants to JDE and JDE accepts during the term of this
Agreement a world-wide, non exclusive right and license to use, market, sell,
license, and sublicense the Programs (as such programs are set forth on Exhibit
I hereto) solely with the use, marketing, selling, licensing, and sublicensing
of JDE's Programs, to JDE Licensees, as well as any enhancements to the Programs
made by Licensor pursuant to Section 6 below.
1.2 Upon the expiration or earlier termination of this Agreement, JDE
shall have no further right to market or grant rights with respect to the use of
the Programs, except that JDE may continue to grant rights, in accordance with
the provisions of this Agreement, for a period of one hundred twenty (120) days
following the expiration or earlier termination of this Agreement in order to
complete quotations or orders made prior to the date of such expiration or
earlier termination. Also, upon the expiration or earlier termination of this
Agreement, the rights granted by JDE to the JDE Licensees to use the Programs
shall continue in full force and effect in accordance with the terms of the JDE
standard Software License Agreement. This paragraph shall survive the expiration
or earlier termination of this Agreement.
1.3 JDE and Licensor shall use their mutual best efforts consistent with
reasonable commercial standards to advertise, promote and market the Programs to
customers.
1.4 Included in the license grant by Licensor to JDE of the Programs, is
the grant of the following rights: 1. The right to copy the Programs and a
non-exclusive right to sublicense the Programs for use by JDE's customers. 2.
The non-exclusive right to use the name "GUI/400" or any other name for the
Programs as JDE may decide. 3. The unlimited right to use the run-time portion
of the Licensor's Program by JDE and its Business Partners for Licensors Program
product demonstration, development, training and internal production use.
2. Marketing.
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2.1 Licensor shall deliver to JDE without charge two (2) copies of all
appropriate sales, marketing and technical information ("Documentation") on
electronic readable media specified from time to time by JDE to enable JDE to
effectively market, license and service the Programs. In the event that
additional copies are required by JDE, Licensor will supply such copies at a
charge equal to such party's then current reproduction and shipping costs.
Licensor grants to JDE the unlimited right to copy, modify, revise and
distribute the Documentation to JDE's Customers as JDE may decide without any
royalty obligation or otherwise to Licensor; provided, however, that no such
distribution of the Documentation will be made without the prior execution of a
sublicense or nondisclosure agreement with such JDE Customers. Licensor from
time to time in no less than once each calendar quarter shall issue new releases
of the Documentation to JDE and JDE's Customers. In addition, Licensor shall
provide to JDE such marketing assistance and personnel JDE may reasonably
request to effectively market, license and service the Programs. tc" 2.1
Licensor shall deliver to JDE without charge two (2) copies of all appropriate
sales, marketing and technical information to enable JDE to effectively market,
license and service the Programs. In the event that additional copies are
required by JDE, Licensor will supply such copies at a charge equal to such
party's then current reproduction and shipping costs. In addition, Licensor
shall provide to JDE such marketing assistance and personnel JDE may reasonably
request to effectively market, license and service the Programs."
2.2 JDE shall be entitled to no charge use of demonstration copies of the
Program at qualified demonstration sites and for demonstration purposes only. On
Licensor's written approval demonstration copies may be provided to JDE Business
Partners and/or prospects subject to any terms and conditions specified by
Licensor.
2.3 The Programs will be sub-licensed by JDE to its Customers under the
same terms and conditions respecting the use and protection of the Programs as
those covering the JDE products licensed to such Customers. Maintenance services
will be offered by JDE according to the terms and conditions contained in the
Software Update Agreement. Copies of JDE's standard form license and maintenance
(Updates) agreements are attached hereto as Exhibit A.
3. Training and Technical Support.
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3.1 Licensor will make available to JDE a maximum of one full week of
training for the number of personnel as JDE designates consisting of the
operation, theory and maintenance of the Programs, at no charge to JDE, except
reasonable and customary travel and living expenses incurred.
3.2 Licensor and JDE acknowledge that the support for the Programs will
consist of two levels: Level I and Level II (the "Customer Support"). Level I
includes providing (i) basic information regarding the use and operation of the
Programs and (ii) assistance in detecting and diagnosing programming errors.
Level II includes providing (i) temporary fixes and (ii) updates. The Customer
Support will be provided by mail, regularly-staffed telephone access and other
appropriate means. JDE will provide support at Level I to JDE Customers for the
Program. Licensor shall provide support at Level II to JDE Customers for the
Programs at a fee to be determined by the parties upon mutual agreement, but in
any event to be not less than Four Dollars ($4.00) per work station seat per
annum. Notwithstanding termination of this Agreement, for any reason, Licensor
shall continue to provide Level II Customer Support to JDE for all JDE Customers
for the Licensor's Programs or as long as such JDE Customers continue to license
such Licensor's Programs. Any support required beyond Level II, will be provided
by Licensor and paid at Licensor's then time and material rates. Copies of all
fixes by Licensor will be delivered to JDE and JDE may copy the same for
delivery to JDE Customers or its own use of the Programs.
3.3 During a period of six (6) months from the date of this Agreement,
Licensor agrees to make available to JDE Xx. Xxxxx den Haan to provide services
on the
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Licensor's Products to JDE upon its request, and during said six (6) month
period to not provide similar services to any of the entities named in Exhibit
B. The foregoing services provided by Mr. den Haan shall be at no charge to JDE,
except for reasonable travel and living expenses incurred by Mr. den Haan in
providing such services to JDE.
4. Payments.
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4.1 In consideration for the rights and privileges granted under this
Agreement, JDE shall pay to Licensor a fee equal to Sixty-Five Dollars ($65.00)
per work station seat accessing the Programs sublicensed and delivered to JDE's
Customers. Upon execution of this Agreement, JDE agrees to license five thousand
(5,000) run-time modules of Licensor's Programs for a payment of Three Hundred
Twenty-Five Thousand Dollars ($325,000) to be paid upon execution of this
Agreement by JDE. For each new version of Licensor's Programs delivered to JDE's
Customers an additional fee not to exceed ten percent (10%) of the then current
fee charged per work station seat shall be paid to Licensor. For the purposes of
this Agreement "version" of Licensors Program shall be identified an integer on
the left side of the decimal point (e.g., version 1.x). For each new release" of
Licensors Programs delivered to JDE's Customers no additional fee per work
station shall be paid to Licensor. For purposes of this Agreement, a "release"
of Licensor's Programs shall be identified an integer or series of integers to
the right of the decimal (e.g., x.1). For example, should Licensor make
available version 2.0 of Licensor's Programs as replacement for version 1.0,
Licensor could increase the per work station seat fee by up to ten percent
(10%), but should Licensor make available a new release of 1.2 replacing release
1.1, no additional fee would apply.
Other than as set forth in the preceding paragraph regarding Licensor
providing new versions of Licensors Programs, the per work station seat fee
shall remain unchanged for a period of three (3) years from the date of this
Agreement. At the end of such three (3) years period, the parties shall enter
into good faith negotiation regarding the per work station seat fee to be
effective at the end of such three (3) year period.
4.2 JDE will provide Licensor with a report showing the following
information related to new software licenses by the twentieth (20th) day of the
following month:
1. Licensee
2. Sale date
3. Model and Serial number
4. State/Country
5. Number of Users
4.3 JDE shall pay to Licensor all royalties on
software licenses within 60 days following revenue determination based on JDE's
revenue recognition policy (signed contract, no contract contingencies, software
shipped and a minimum ten percent (10%) deposit). If a customer desires and JDE
allows return/exchange of a product, JDE may recover any royalties paid to
Licensor.
4.4 Notwithstanding the pricing set forth in Section 4.1 above, Licensor
shall provide its Development Kits to JDE at a price of $5,000 for the ADKxx
product version and $2,500 for the ADKyy product version for JDE's internal use
only. In addition, on a one-time basis, Licensor will make available to JDE
Business Partners copies of Licensor's Development Kits at the prices set forth
in the previous sentence.
5. Warranties.
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5.1 Licensor hereby warrants and represents that their Programs are valid
and existing and that Licensor is the true and lawful owner of such programs
with full power and right to enter into this Agreement, and there are no
conflicting claims relating to the rights granted herein. Licensor warrants that
to the best of its knowledge, at the time of shipment from Licensor the Programs
are free of any and all viruses, trojan horses, trap doors, or any other devices
or mechanisms which are intended to cause the Licensed Products to perform any
material functions other than those specified or intended by the Licensor's
published product specifications and that are intended to halt, disrupt, or
sabotage the operation of the Programs, excluding, however the disabling
procedures permitted under this Agreement. The use of Licensor's programs as
described herein shall not infringe the rights of any third party. Licensor
agrees to indemnify and hold JDE and JDE's customers harmless from all loss,
expense and damage arising out of any legal action or suit based upon any claim
that Licensor's programs infringe on a copyright or otherwise violate the
existing right of any third party, including trade secret, or unfair competition
claims, but excluding, however, any claim of such party or consequential damages
for losses, profits or otherwise. Licensor will defend, at its own expense, any
action brought against JDE or JDE's customers to the extent that it is based on
such claim, and will pay all costs and damages finally awarded in any such suit,
including, without limitation, attorney's fees incurred by JDE or JDE customers,
on the conditions: (i) that Licensor be notified promptly in writing by JDE or
JDE's customers of any notice of any such claim; and (ii) that Licensor shall
have sole control of the defense of any actions against such claim in
negotiations toward a settlement or a compromise.
5.2 Licensor further warrants that for a period of six (6) months
following the date of installation of the Programs at a JDE Customer site
pursuant to a license granted by JDE for the Programs, the Programs will perform
substantially in accordance with the Licensor published product specifications
in effect the date of said installation. Licensor further warrants that the
Licensor's published product specifications are accurate and all material
respects; however, the Programs are subject to continued revision and may, at
times, be at variance with such published product specifications and may contain
minor defects or errors. During the warranty period, Licensor agrees to correct
all substantive errors in the unmodified Programs as reported in writing by JDE
or by JDE's Customer and JDE's Customer will be entitled to all corrections
and/or enhancements to the unmodified Programs, at no charge. Such corrections
and/or enhancements shall be part of the Programs.
5.3 LICENSOR MAKES NO REPRESENTATION NOR WARRANTIES, EXPRESSED NOR
IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE
WITH RESPECT TO PROGRAMS. Neither Licensor or JDE shall be liable for any loss
of earnings, profit or good will suffered by any person including the other
party's customers or for any incidental or consequential damages of any other
person whatsoever or howsoever caused even if either party had been advised of
the possibility of such damages caused either directly or indirectly by the
furnishing of the programs pursuant to this Agreement, or for any other loss of
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business or damage to the other party or the other party's customers except
where such loss or damage is caused by the gross negligence or willful
misconduct on the part of such party, its agents, employees, independent
contractors or persons acting under its direction or control.
6. Enhancements.
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Licensor will use its best efforts to continue to develop its programs and
keep its programs competitive with similar software programs currently on the
market and those added to the market during the term of this Agreement.
7. Other Systems.
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Each party acknowledges and understands that the other party may currently
or in the future develop or acquire products similar to the JDE Programs and the
Licensor Programs and/or enhancements thereto respectively. Nothing in this
Agreement shall be construed as representation or inference that either party
will not enter into such acts or otherwise compete with other Programs and/or
enhancements. One party's designation of its programs as trade secret and
proprietary does not preclude the other from using ideas, concepts, know-how and
techniques related to information handling and retained in the minds of the
other party's personnel as a result of exposure to the other party's programs by
their activities hereunder. Each party acknowledges that often similar design
requirements may coincidentally result in similar solutions being developed
independently by two or more sources; therefore the mere similarity between
JDE's and Licensors software does not raise a presumption of infringement.
Nothing in this Agreement shall prohibit or restrict either party's right to
develop, use or market products or materials similar to or competitive with the
other party's Programs, so long as the terms of this Agreement are not otherwise
breached.
8. Non Solicitation of Employees.
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The parties hereto agree that neither party shall solicit for employment,
or employ, an employee of the other party during the term of this Agreement, or
for a period of one hundred eighty (180) days after termination of this
Agreement, without the prior written consent of the other party
9. Term.
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This Agreement shall commence on the date first written above for a period
of three (3) years and shall be automatically renewed for additional two (2) one
(1) year periods thereafter unless the parties mutually agree to terminate this
Agreement at least ninety (90) days prior to the end of the initial three (3)
year term or prior to the end of any renewal term thereafter, or unless
terminated in accordance with Section 11, Termination, below.
10. Confidential Information: Protection of Proprietary Rights.
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10.1 It is agreed and understood that during the term of this Agreement,
it may be necessary for each party to disclose to the other certain information
relating to their respective programs, their business activities, or other
technical information which the parties consider to be confidential or
proprietary and which the parties have reduced to writing and clearly marked as
"Confidential" or "Proprietary". Such proprietary information shall remain the
sole property of that party and shall be held in confidence and safe keeping for
safe use of such parties and shall not, without the prior written consent of the
other party, disclose this proprietary information to any person except to those
of its employees who need to know such information to fulfill those employee's
obligations under this Agreement, except where such confidential information
becomes publicly available through no act of the disclosing party, is released
by the owner of the information in writing with no restrictions, is lawfully
obtained without breach of this Agreement from third parties without obligation
of confidentiality, is previously known by that party or is independently
developed by that party.
It is agreed that the parties respective programs and all related
documents and materials are considered by such parties to be valuable trade
secrets and confidential and proprietary information, whether or not marked or
designated as such, and the other party will not, and will use its best efforts
to insure that its employees and agents do not, disclose the same to any persons
except those of its employees who need to know such information to fulfill such
party's obligations under this Agreement.
10.2 The parties acknowledge that their respective programs are of a
characteristic which is or may be protectable by copyright and/or trade secret
under the laws of the United States and other countries. Each party agrees to
use its best efforts to obtain and maintain the maximum degree of proprietary
protection consistent with its ability to market the respective programs. Each
party agrees not to remove any copyright notices of the other party on any copy
of the other party's programs marketed, distributed or sublicensed by such party
in unmodified form as received from the first party.
11. Termination
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11.1 Either party may terminate this Agreement by written notice to the
other party pursuant to Section 15 below, if the other party shall file petition
of bankruptcy, shall be adjudicated bankrupt, shall take advantage of the
insolvency laws as a debtor of any jurisdiction to which it is subject, shall
take assignment for benefit of creditors, shall be voluntarily or involuntarily
dissolved, admit in writing its inability to pay debts as they come due, or
shall have a receiver, trustee or any other officer appointed for its property
and such receiver, trustee or other court officer not dismissed within ninety
(90) days of his/her appointment.
11.2 Should JDE or Licensor fail to fulfill any of its material
obligations hereunder and shall have failed or have been unable to remedy said
default within thirty (30) days after JDE or Licensor sends the other written
notice with respect to such default, JDE or Licensor, whichever is the non
defaulting party, may, at its option, terminate this Agreement or any part
thereof by giving written notice of termination to the defaulting party,
effective immediately.
11.3 JDE may terminate this Agreement by written notice to Licensor
pursuant to Section 15 below, if there occurs (i) a change in ownership of fifty
percent (50%) or more of the ownership of the stock or partnership interest
outstanding of Licensor without the prior notification of and consent by JDE
such consent not to be unreasonably withheld or (ii) there occurs a material
change in the management of Licensor, without the prior notification of and
consent by JDE, such consent not to be unreasonably withheld. In the event of
termination of this Agreement
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pursuant to this Section 11.3, immediately upon such termination Licensor shall
provide to JDE full right, title and interest to the source code for Licensor's
Programs and JDE shall be free at its discretion to modify, enhance, market,
license, maintain and use such source code solely in conjunction with JDE
software products. JDE shall pay to Licensor for the source code for Licensor's
Programs the sum of 50,000 times the then current work station seat fee minus
the total work station seats installed by JDE times the then current work
station seat fee.
12. Source Code Access.
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12.1 Licensor agrees to maintain current versions of all source code, not
otherwise provided to JDE under this Agreement, in deposit with Data Securities
International, Inc. ("DSI" or such code escrow service mutually agreeable to the
parties), and to register, and maintain as registered, JDE as a party that may
have access to all such source code under certain "release conditions" as set
forth below. The parties agree to execute such agreements and registration as
reasonably required by DSI Licensor shall bear the fees charged by DSI for such
registration, without markup. Licensor, will or will cause DSI to, promptly
notify JDE upon such deposit of code under such agreements.
12.2 The term "release conditions" is defined and used to mean: (1)
failure of Licensor to provide maintenance on the Programs in accordance with
Sections 3.2, or (2) termination of this Agreement by JDE pursuant to Sections
11.1 or 11.2.
13. Books and Records.
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At its cost, Licensor shall be entitled to inspect ME's books and records
pertaining to the subject matter of this Agreement upon reasonable notice to ME
and during normal business hours.
14. Arbitration.
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All disputes involving this Agreement, except actions arising under the
copyright provision of Title 17 of the U.S. Code, shall be submitted to an
arbitrator appointed by, and operating under, the rules of the American
Arbitration Association. The location of the arbitration hearing shall be
determined by the party not initiating the request for arbitration. The written
decision of the arbitrator shall be final and binding upon the parties and shall
be convertible to a Court judgment in any appropriate jurisdiction.
15. Notices.
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Notices and other communications hereunder shall be in writing or by
facsimile transmission subsequently confirmed in writing, and shall be deemed to
be given when transmitted or disposed in the United States mail, postage
pre-paid, addressed to the parties as listed above or as such addresses may be
changed by written notice.
16. General.
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16.1 Assignment. This Agreement shall be binding upon and shall
automatically inure to the benefits of the successors and assigns of the parties
hereto but shall not be assignable by either party in whole or in part without
the prior written consent of the other; notwithstanding the foregoing, however,
either party may assign this Agreement and its rights and obligations hereunder
to any subsidiary, affiliate corporation of parent corporation without consent
of the other
16.2 Governing Law. This Agreement shall be construed and interpreted by
the laws of the State of Colorado.
16.3 Independent Contractors. The relationship between JDE and Licensor is
that of independent contractors and under no circumstances shall any of the
employees of one party be deemed to be the employees of the other for any
purpose. This Agreement shall not be construed as authority for either party to
act for the other in any agency or other capacity, or to make commitments at any
time for the account of or on the behalf of the other.
16.4 Severability. If any portion of this Agreement is held illegal,
invalid or unenforceable, the legality, validity or endorseability of the
remainder shall be unaffected.
16.5 Entire Agreement. This Agreement and any attachments, exhibits or
riders hereto contained in the entire Agreement and understanding between the
parties hereto with respect to the subject matter hereof and merges and
supersedes all prior agreements, understandings and representations relating to
such relationship.
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Exhibit A
(JDE Software License Agreement and JDE Software Update Agreement)
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EXHIBIT A
JDEdwards SOFTWARE LICENSE AGREEMENT
0000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Customer
Address
License Grant - X.X. Xxxxxxx & Company ("JDE") grants to Customer, and Customer
accepts, subject to the terms and conditions set out in this Software License
Agreement ("Agreement"), a non-exclusive and non-transferable perpetual limited
license to use the Licensed Products indicated below:
Designated Processor: IBM AS/400TM Model:
Licensed Products(1) (Please xxxx Software Applications selected):
Software
license
Software Applications Prerequisites(2) Fee
1. WorldCASE/Foundation _____
Environment(3)
2. Accounts Receivable 1 _____
3. Accounts Payable 1,4 _____
4. General Ledger & 1 _____
Basic Financials
5. Financial Modeling, 1,4 _____
Budgeting & Allocations
6. Cash Basis Accounting 1,4 _____
7. Currency Conversion 1,4 _____
8. Financial Reporting 1,4 _____
(FASTR)
9. Payroll(4) 1,10 _____
10. Payroll Time Billing 1 _____
11. Human Resources 1,10 _____
Management
12. Fixed Assets 1,4 _____
13. Equipment Management(5) 1,4 _____
14. Inventory Management 1 _____
15. Sales Order Processing/ 1,14 _____
Sales Analysis
16. Distribution Resource 1,4,14,15,17 _____
Planning
17. Purchase Order Processing 1,4 _____
18. Job Cost Accounting 1,4 _____
19. Project Change 1,4 _____
Management
20. Contract Billing 1,4 _____
21. Contract Management 1,4,18 _____
22. Property Management 1,2,4 _____
23. Work Orders 1,4 _____
24. Service Billing 1,2,4,23 _____
25. Product Data Management 1,4 _____
26. Shop Floor Control 1,4,14,25 _____
27. Master Production 1,4,14,15,17,25,26 _____
Scheduling
28. Capacity Requirements 1,4,14,15,17, _____
Planning 25,26,27
29. WorldCASE/Development 1 _____
Environment
30. _____________________ ___________ ______
31. _____________________ ___________ ______
32. _____________________ ___________ ______
Total Software license Fee $__________
(Plus taxes where applicable)
(1) The "Licensed Products" include the selected Software Applications, the
media in which the Software Applications are delivered, and the associated
documentation.
(2) For each Software Application selected, each listed prerequisite Software
Application must also be selected. FAILURE TO LICENSE AND INSTALL PREREQUISITE
SOFTWARE APPLICATIONS WILL VOID ANY AND ALL WARRANTIES.
(3) WorldCASE/Foundation Environment includes JDE's Address Book, Electronic
Mail, Menu Manager, DREAM Writer, Security Officer, Documentation System, Next
Number, User Defined Category Codes, Data Directory, World Writer, and
Unattended Night Operations.
(4) Payroll requires PAYROLLTAXTM to be licensed directly from Vertex Systems,
Inc. for an additional fee.
(5) Equipment Management includes Fixed Assets and Work Orders; these products
should not be ordered concurrently.
This Agreement, including the terms and conditions on the reverse side, is the
complete and entire understanding of the parties unless otherwise stated hereon.
THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY CUSTOMER AND ACCEPTED BY
AN AUTHORIZED REPRESENTATIVE OF JDE AT ITS PRINCIPAL PLACE OF BUSINESS
Accepted by X.X. Xxxxxxx & Company By execution, signer certifies that
and effective as of signer is duly authorized to execute
______________________, 19____ this Agreement on behalf of Customer
X.X. XXXXXXX & COMPANY CUSTOMER
By_______________________________ By__________________________________
(Authorized Signature) (Authorized Signature)
--------------------------------- ---------------------------------
(Print or Type Name) (Print or Type Name)
--------------------------------- ---------------------------------
(Title) (Title)
8
SOFTWARE LICENSE AGREEMENT
1. LICENSE USE The Licensed Products are to be used by Customer on a single
serial- numbered computer processing unit. The Licensed Products are not to be
copied by Customer or used by others without the written permission of JDE
except for Customer's production, backup, archival, and disaster recovery
purposes. The Licensed Products may be used only by Customer and entities under
common control and ownership with Customer but not for commercial timesharing or
service bureau or other rental or sharing arrangements. The Licensed Products
may be used only in the country in which they are first installed and may only
be moved to another country with the prior written permission of JDE.
2. LIMITED WARRANTY (A) JDE warrants to Customer that it has full power and
authority to grant this License. JDE further warrants that for a period of six
(6) months following the date of this License, the Licensed Products will
perform substantially in accordance with the JDE published product
specifications in effect at the date of this Agreement. JDE further warrants
that the JDE published product specifications are accurate in all material
respects; however, the Licensed Products are subject to continued revision and
may, at times, be at variance with such published product specifications and may
contain minor defects or errors, (B) JDE warrants that its products are in use
by its customers with apparent satisfaction, however, Customer is ultimately
responsible for the adequacy of the Licensed Products in Customer's intended
application and use. (C) During the warranty period, JDE agrees to correct all
substantive errors in the unmodified Licensed Products as reported in writing by
Customer and Customer will be entitled to all corrections and/or enhancements to
the unmodified Licensed Products, at no charge. Such corrections and/or
enhancements shall be part of the Licensed Products. (D) JDE shall have no
responsibility for problems in the Licensed Products caused by alterations or
modifications thereto, arising out of the malfunction of Customer's equipment or
other software products not supplied by JDE, or for delays or interruptions in
the delivery, installation or operation of the Licensed Products caused by
events beyond the reasonable control of JDE. (E) Customer shall have ninety (90)
days following delivery of the Licensed Products to Customer's first designated
site to verify that the Licensed Products substantially conform with JDE
published product specifications. Upon receipt of Customer's written notice of
any material nonconformance, JDE shall correct such nonconformance or provide a
mutually acceptable plan for correction by the later of: ninety (90) days
following delivery; or thirty (30) days following the receipt of Customer's
notice by JDE, Should JDE fail to provide such correction or plan by such date,
Customer's sole and exclusive remedy shall be to terminate this Agreement by
written notice, and notwithstanding the payment provisions hereof, receive a
refund of the Software License Fees paid. Such notice of termination must be
received by JDE within ten (10) days following tile date for correction or plan
provision and shall be in accord with the termination provisions hereof. (F)
THIS AGREEMENT IS A LICENSE AND IS NOT A SALE OF GOODS AND EXCEPT AS EXPRESSLY
SET FORTH HEREIN, THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. (G) JDE makes no warranties regarding any third party
products licensed hereunder; however, JDE shall assign to Customer any
warranties received by JDE from such third party.
3. MANAGEMENT, CONTROL AND IMPLEMENTATION JDE will provide assistance to
Customer for implementation and installation in accord with the terms of this
Agreement; however, Customer shall be responsible for the management, internal
control, and implementation of the Licensed Products, including acquiring
adequate computer hardware, insuring proper machine configuration and program
installation. JDE recommends as part of the implementation of the Licensed
Products that Customer operate the Licensed Products in parallel with existing
systems and procedures until Customer has completed the implementation.
4. PROPRIETARY RIGHTS (A) Customer recognizes that the Licensed Products
provided under this Agreement have substantial monetary value and are considered
TRADE SECRET, PROPRIETARY and/or CONFIDENTIAL material of JDE, and that JDE
retains ownership of all rights, title and interest to its Licensed products.
All enhancements and modifications made by JDE will remain proprietary to JDE;
however, JDE grants to Customer a non-exclusive license to use such enhancements
and modifications without additional payment. Customer acknowledges that the
Licensed Products bear a copyright legend which in no way reduces the trade
secret, proprietary, and/or confidential nature of the Licensed Products. Each
Licensed Product consists of source and object code for application programs and
control language procedures but source code for operations control and utility
programs, including report writers, and for any third party provided Licensed
Products will be withheld for security reasons. Customer agrees to exercise due
care to prevent disclosure of the Licensed Products, and the terms and
conditions of this Agreement, utilizing the same safeguards afforded its own
confidential information. Confidential information shall not include information
in the public domain, information already in the possession of Customer,
information obtained from other sources without obligations of confidentiality,
information independently developed, or information required by court or
government order. Further, Customer agrees: not to reverse engineer or
distribute the Licensed Products or any part thereof; to take all reasonable
steps to insure that the Licensed Products, and the trade secret, confidential
and proprietary information contained therein are not disclosed to any person
other than Customer's employees, consultants or agents who have a need for
access in order to use them; and not to remove the copyright, trade secret or
other proprietary protection legends or notices which appear on or in the
Licensed Products. (B) CUSTOMER ACKNOWLEDGES THAT JDE HAS INSTALLED DISABLING
PROCEDURES IN THE LICENSED PRODUCTS. IF THERE OCCURS ANY UNAUTHORIZED USE OF THE
LICENSED PRODUCTS, SUCH DISABLING PROCEDURES WOULD RENDER THE LICENSED PRODUCTS
INOPERABLE. (C) Customer agrees to notify JDE immediately of any unauthorized
possession, use or knowledge of any Licensed Products. Customer shall promptly
furnish JDE with full details of such situation and assist in preventing any
recurrence thereof and cooperate at JDE's expense in any litigation or other
proceedings reasonably necessary to protect JDE's rights.
5. RIGHT TO MODIFY Customer has the right to modify the Licensed Products
without the consent of JDE; however, CUSTOMER UNDERSTANDS THAT JDE MAKES NO
WARRANTY, EXPRESSED OR IMPLIED, REGARDING ANY MODIFIED PORTIONS OF THE LICENSED
PRODUCTS and that no modifications shall reduce JDE's ownership of the Licensed
Products.
6. PAYMENT (A) In consideration for the License granted hereunder, Customer will
pay to JDE on a non-refundable basis, except as provided in Limited Warranty,
the Software License Fee for the Licensed Products. Customer agrees to pay
seventy-five percent (75%) of the Software License Fees upon the execution of
this Agreement, and the remaining twenty-five percent (25%) within thirty (30)
days after delivery of the Licensed Products. (B) After the expiration of the
warranty period, warranty extensions and maintenance services are provided for a
time and materials billing or by separate agreement at JDE's then current price,
terms, and conditions and shall be in addition to any other charges provided for
herein. (C) Training, installation assistance, consulting, custom design, and
computer programming services are provided for a time and materials billing or
by separate agreement at JDE's then current standard hourly rates and shall be
in addition to any other charges provided for herein. (D) In addition to the
charges due under this Agreement, and even if Customer shall provide a tax
exemption number or affidavit of exemption, Customer shall be responsible for
all taxes including sales, use, property, excise, value added and gross receipts
levied on this Agreement or the Licensed Products, except taxes based on JDE's
net income. (E) Customer agrees to notify IDE of any model change to a processor
and that any such model change may result in a change to the Software License
Fees equal to the difference in the respective model fee amounts, due upon the
date of the change, but no refunds shall be paid upon Software License Fees
already due or paid. (F) Customer agrees to pay for all uncontested amounts due
under this Agreement within thirty (30) days after the date of invoice. Customer
shall have thirty (30) days after the invoice date to contest in good faith the
amounts and items charged. Past due uncontested amounts will bear interest of
one and one-half percent (1 1/2%) per month from the due date or the highest
rate permitted by law if less.
7. EMPLOYEE RECRUITING Customer acknowledges that JDE's employees are critical
to the servicing of JDE's customers. Customer agrees not to employ or otherwise
engage JDE's employees for a period of six (6) months following any employee's
service to Customer. Should Customer violate this provision, Customer will pay
JDE fifty percent (50%) of the former employee's annual salary.
8. ARBITRATION All disputes involving this Agreement, except actions arising
under the copyright provision of Title 17 of the U.S. Code, shall be determined
under the law of the State of Colorado and shall be submitted to an arbitrator
appointed and operating under the Uniform Arbitration Act and the procedural
rules of the American Arbitration Association. The location of the arbitration
hearing will be chosen by the party not initiating the arbitration or action.
The written decision of the arbitrator shall be final, binding and convertible
to a Court judgement in any appropriate jurisdiction.
9. TERMINATION If either party breaches this Agreement, the other party may give
written notice of its desire to terminate and the specific grounds for
termination and, if the party in default fails to cure the default within thirty
(30) days of the notice, the other party may terminate this Agreement. Upon
termination, the License to use the Licensed Products shall be immediately
revoked and all Licensed Products and supporting materials will be returned to
JDE or destroyed and an affidavit supplied to JDE certifying destruction.
Confidentiality obligations shall survive this Agreement.
10. LIMITED LIABILITY (A) JDE will indemnify Customer from any claim (including
reasonable legal fees) of other persons or entities of infringement of United
States patents, copyrights, trade secrets or proprietary rights by use of the
Licensed Products, so long as Customer promptly notifies JDE of and permits JDE
to defend such claims. (B) Customer and JDE each agree to indemnify the other
from and against all costs and liabilities including reasonable attorney's fees
which each may be required to pay arising out of injuries to persons or damage
to property (including data) pertaining to the furnishings of services or the
Licensed Products, whatsoever and howsoever caused, except where the same shall
be caused by tile negligence or willful misconduct of the other party, its
agents, or employees; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO ANY PERSON (EXCEPT FOR THE FAILURE TO COMPLY WITH THE PROPRIETARY
RIGHTS PROVISION OF SECTION 4(A) HEREOF) FOR ANY LOSS OR INJURY TO EARNINGS,
PROFITS OR GOODWILL, OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
PERSON, WHATSOEVER AND HOWSOEVER CAUSED EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
11. GENERAL (A) The waiver of one breach hereunder shall not constitute the
waiver of any other or subsequent breach. (B) All notices shall be in writing
and sent by certified mail, postage prepaid, return receipt requested to the
address written above or such other address as notified to the other party and
such notice shall be deemed to be made on the fifth day after such mailing. (C)
No amendments, modifications or supplements to this Agreement shall be binding
unless in writing and signed by both parties. (D) No action, regardless of form
arising out of this Agreement may be brought by either party more than one (1)
year after the cause of arbitration or action arose. (E) Customer understands
that JDE's Authorized Affiliate is not an employee of JDE and is an independent
entity and has no express or implied authority to bind JDE, nor is JDE liable
for any acts of Authorized Affiliate which are outside the scope of its agency.
(F) All future licenses of additional software by Customer shall come under the
terms and conditions herein subject to the then current prices and each party
shall have the same rights, duties and privileges with respect to such
subsequent transaction as is established by the terms of this Agreement. (G) If
any provision of this Agreement is held to be unenforceable, such decision shall
not affect the validity or enforceability of the remaining provisions. (H) This
Agreement may be executed in two or more identical copies, each of which shall
be an original. (1) All monetary amounts are in United States dollars, payable
in ready funds through a United States bank. (J) CUSTOMER AGREES THAT THIS
AGREEMENT, INCLUDING THE ATTACHMENTS AND AMENDMENTS, IF ANY, WHICH ARE A PART
HEREOF, IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE
PARTIES, WHICH SUPERSEDES ALL PRIOR OR CONCURRENT PROPOSALS AND UNDERSTANDINGS,
WHETHER ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. (K) In the event Customer
issues a purchase order or other instrument covering the subject matter of this
Agreement, it is understood and agreed that such purchase order is for
Customer's internal use and shall not affect this Agreement.
9
EXHIBIT A
JDEdwards SOFTWARE UPDATE AGREEMENT
0000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Customer
Address
JD. Xxxxxxx && Company ("JDE") provides to Customer and Customer accepts,
subject to the terms and conditions of this Software Update Agreement
("Agreement"), the Response Line/Software Updates services indicated below:
Designated Processor: IBM AS/400TM Model:_____________
Software License Agreement dated:_____________________
Licensed Products: The Licensed Products shall be defined as all of and only be
Licensed Products under the Software License Agreement and its Attachments and
Addenda which are licensed for the Designated Processor and for which JDE has
expressly agreed to offer a warranty that the Licensed Products will perform
substantially in accordance with the JDE published specifications.
Start Date:_______________________________
Period of Coverage:______ (___) year(s) plus initial pro-rated partial year if
checked. The Period of Coverage is the time during which the Response
Line/Software Updates services shall be available under this Agreement. Unless
cancelled by either party by written notice no less than thirty (30) days prior
to the end of the Period of Coverage or extended by written agreement of both
parties effective no later than the end of the Period of Coverage, this
Agreement and the Period of Coverage shall automatically extend for one (1) year
at the then current prices.
Reinitiation Charge: $____________
Software Update Fee: $____________
Total: $____________
(Plus taxes where applicable)
This Agreement, including the terms and conditions on the reverse side, is the
complete and entire understanding of the parties unless otherwise stated hereon.
THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY CUSTOMER AND ACCEPTED BY
AN AUTHORIZED REPRESENTATIVE OF JDE AT ITS PRINCIPAL PLACE OF BUSINESS.
Accepted by X.X. Xxxxxxx & Company By execution, signer certifies that
and effective as of signer is duly authorized to execute
______________________, 19____ this Agreement on behalf of Customer
X.X. XXXXXXX & COMPANY CUSTOMER
By_______________________________ By__________________________________
(Authorized Signature) (Authorized Signature)
--------------------------------- ---------------------------------
(Print or Type Name) (Print or Type Name)
--------------------------------- ---------------------------------
(Title) (Title)
10
SOFTWARE UPDATE AGREEMENT
1. SOFTWARE UPDATES/RESPONSE LINE PROVISION (A) Software Update Services provide
program updates and new system versions after warranty expiration. These updates
include at no additional charge the time incurred to evaluate program problems,
correct program errors, copy the program from JDE's computer, and mail/delivery
charges. Perfect compatibility for blending of old and new versions cannot be
assured. (B) Response Line Services provide unlimited telephone support during
Response Line hours (7:00 AM - 6:00 PM Mountain Time Zone, Monday-Friday). This
support includes at no additional charge telephone and research time performed
by the Response Line staff, incoming XXXXX line within the U.S. and outgoing
long distance charges. Note, however, that Response Line Services do NOT cover
training, set-up of hardware or software, and programming consultation.
Additional times of coverage may be available by written agreement of the
parties and at JDE's then current prices, terms, and conditions.
2. LIMITED WARRANTY (A) JDE warrants that during the period of Coverage, the
Licensed Products will perform substantially in accordance with the JDE
published product specifications in effect at the date of this Agreement and as
amended by JDE from time to time thereafter. JDE further warrants that the JDE
published product specifications are accurate in all material respects; however,
the Licensed Products are subject to continued revision and may, at times, be at
variance with such published product specifications and may contain minor
defects or errors. During the Period of Coverage, JDE agrees to correct all
substantive errors in the unmodified Licensed Products as reported in writing by
Customer and Customer will be entitled to all corrections and/or enhancements to
the unmodified Licensed Products, at no additional charge. Such corrections
and/or enhancements shall be part of the Licensed Products and subject to the
terms and conditions of the Software License Agreement. If Customer is not
subscribing to Software Updates or under the initial warranty coverage of the
Software License Agreement, as of the effective date, JDE will charge a fee for
reinitiating. (B) Provided Customer has installed the current version of the
Licensed Products within six (6) months after formal release and met the other
terms and conditions of this Agreement, including payment of the Software Update
fee, JDE will correct errors in the unmodified Licensed Products. (C) JDE shall
have no responsibility for problems in the Licensed Products caused by
alterations or modifications thereto, arising out of the malfunction of
Customer's equipment or other software products not supplied by JDE, or for
delays or interruptions in the delivery, installation or operation of the
Licensed Products caused by events beyond the control of JDE. (D) EXCEPT FOR
THIS LIMITED WARRANTY, JDE AND CUSTOMER ACKNOWLEDGE THERE ARE NO WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (E) JDE makes no warranties
regarding any third party products licensed under the Software License Agreement
hereunder or any software supplied under the Software Services Agreement.
3. RIGHT TO MODIFY Customer has the right to modify the Licensed Products
without the consent of JDE; however, CUSTOMER UNDERSTANDS THAT JDE MAKES NO
WARRANTY, EXPRESSED OR IMPLIED, REGARDING ANY MODIFIED PORTIONS OF THE LICENSED
PRODUCTS and that no modifications shall reduce JDE's ownership of the Licensed
Products.
4. PAYMENT (A) JDE reserves the right to revise its fee schedules on January 1
and July 1 while not changing any prices hereunder which have been prepaid. (B)
Software Update Fees are payable by Customer as an annual charge with the first
payment due at the expiration of the warranty period of the Software License
Agreement and prorated to December 31. If Customer fails to remit Software
Update Fees, this Agreement will be void. (C) Training, installation assistance,
consulting custom design, and computer programming services are provided at time
and materials charges or by separate agreement at JDE's then current standard
hourly rates and shall be in addition to any other charges provided for herein.
(D) In addition to the charges due under this Agreement, and even if Customer
shall provide a tax exemption number or affidavit of exemption, Customer shall
be responsible for all taxes including sales, use, property, excise, value added
and gross receipts levied on this agreement or the Licensed Products, except
taxes based on JDE's net income. (E) Customer agrees to notify JDE of any model
change to a processor and that any such model change may result in a change to
the Software Update Fees equal to the difference in the respective model fee
amounts, due upon the date of the change, with the new processor fee amount at
the then current price, and any reduction in prepaid fees shall be paid as a
credit to Customer's account. (F) Customer agrees to pay for all uncontested
amounts due under this Agreement within thirty (30) days after the date of
invoice. Customer shall have thirty (30) days after the invoice date to contest
in good faith the amounts and items charged. Past due uncontested amounts will
bear interest of one and one-half percent (1 1/2%) per month from the due date
or the highest rate permitted by law if less.
5. EMPLOYEE RECRUITING Customer acknowledges that JDE's employees are critical
to the servicing of JDE's customers. Customer agrees not to employ or otherwise
engage JDE's employees for a period of six (6) months following any employee's
service to Customer. Should Customer violate this provision, Customer will pay
JDE fifty percent (50%) of the former employee's annual salary.
6. ARBITRATION All disputes involving this Agreement, except actions arising
under the copyright provisions of Title 17 of the U.S. Code, shall be determined
under the laws of the State of Colorado and shall be submitted to an arbitrator
appointed and operating under the Uniform Arbitration Act and the procedural
rules of the American Arbitration Association. The location of the arbitration
hearing will be chosen by the party not initiating the arbitration or action.
The written decision of the arbitrator shall be final, binding and convertible
to a Court judgement in any appropriate jurisdiction.
7. TERMINATION If either party breaches this Agreement, the other party may give
written notice of its desire to terminate and the specific grounds for
termination and, if the Party in default fails to cure the default within thirty
(30) days of the notice, the other party may terminate this Agreement. Upon
termination, all warranties hereunder shall be void and any services shall be
provided only on a time and materials basis. Removal of a Software Update
Agreement after a lapse of Period of Coverage is subject to JDE's acceptance and
reinitiation fee. Any prepaid Software Update Fees shall be refunded, prorated
to the date of termination. Confidentiality obligations shall survive this
Agreement.
8. LIMITED LIABILITY Customer and JDE each agree to indemnify the other from and
against all costs and liabilities including reasonable attorney's fees which
each may be required to pay arising out of injuries to persons or damage to
property (including data) pertaining to the furnishings of services or the
Licensed Products, whatsoever and howsoever caused, except where the same shall
be caused by the negligence or willful misconduct of the other party, its
agents, or employees: PROVIDED, HOWEVER, THAT IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO ANY PERSON FOR ANY LOSS OR INJURY TO EARNINGS, PROFITS OR GOODWILL, OR
FOR ANY INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY PERSON, WHATSOEVER AND
HOWSOEVER CAUSED EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. GENERAL (A) The waiver of one breach hereunder shall not constitute the
waiver of any other or subsequent breach. (B) All notices shall be in writing
and sent by certified mail, postage prepaid, return receipt requested to the
address written above or such other address as notified to the other party and
such notice shall be deemed to be made on the fifth day after such mailing. (C)
No amendments, modifications or supplements to this Agreement shall be binding
unless in writing and signed by both parties. (D) No action, regardless of form
arising out of this Agreement may be brought by either party more than one (1)
year after the cause of arbitration or action arose. (E) All future Software
Update services shall come under the terms and conditions herein subject to the
then current prices and each party shall have the same rights, duties and
privileges with respect to such subsequent transaction as is established by the
terms of this Agreement. (F) If any provision of this Agreement is held to be
unenforceable, such decision shall not affect the validity or enforceability of
the remaining provisions. (G) This Agreement may be executed in two or more
identical copies, each of which shall be an original. (H) All monetary amounts
are in United States dollars, payable in ready funds through a United States
bank. (I) CUSTOMER AGREES THAT THIS AGREEMENT, INCLUDING THE ATTACHMENTS AND
AMENDMENTS, IF ANY, WHICH ARE A PART HEREOF IS A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR OR
CONCURRENT PROPOSALS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, AND ALL OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT. (J) In the event Customer issues a purchase order or other instrument
covering the subject matter of this Agreement, it is understood and agreed that
such purchase order is for Customer's internal use and shall not affect this
Agreement. (K) In performing the services to be provided herein, JDE and
Customer are independent contractors and are not to be considered agents for
employees of the other party for any purpose.
11
EXHIBIT B
(Competitors)
SSA
JBA
Marcam
American Software
Xxxxxx
Page 7
12
Exhibit I
(Programs)
GUI/400 Run Time System
Page 8
13
ADDENDUM X. X. Xxxxxxx & Company
0000 Xxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Licensor_____________________________________________________________________
Address______________________________________________________________________
This Addendum is made by and between X.X. Xxxxxxx & Company, a Colorado
Corporation, ("JDE"), and Licensor in consideration of the mutual promises and
subject to the terms and conditions set forth herein. This Addendum amends the
Marketing and Software License Agreement ("Agreement"), by and between JDE and
Licensor.
=== ] (Insert any negotiated changes to the Agreement or its Attachments here)
THIS ADDENDUM, INCLUDING ITS TERMS AND CONDITIONS AND THE AGREEMENT OF WHICH IT
IS A PART, IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE
PARTIES, WHICH SUPERSEDES ALL PRIOR OR CONCURRENT PROPOSALS AND UNDERSTANDINGS,
WHETHER ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES
RELATING TO THE SUBJECT MATTER OF THIS ADDENDUM AND THE AGREEMENT.
Notwithstanding anything to the contrary in the Agreement, in the event of a
conflict between the terms and conditions of this Addendum and those contained
within the Agreement, the terms and conditions of this Addendum shall prevail.
THIS ADDENDUM SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY LICENSOR AND ACCEPTED BY
AN AUTHORIZED REPRESENTATIVE OF JDE AT ITS PRINCIPAL PLACE OF BUSINESS.
Accepted by X.X. Xxxxxxx & Company By execution, signer certifies that
and effective as of signer is authorized to execute this
______________________, 19____ Agreement on behalf of Licensor
X.X. XXXXXXX & COMPANY LICENSOR
By_______________________________ By__________________________________
(Authorized Signature) (Authorized Signature)
--------------------------------- ---------------------------------
(Print or Type Name) (Print or Type Name)
--------------------------------- ---------------------------------
(Title) (Title)
Page 9
