VERSANT OBJECT TECHNOLOGY
VALUE ADDED RESELLER LICENSE AGREEMENT
This Value Added Reseller License Agreement (the "AGREEMENT") is entered into in
Menlo Park, California on 12/31/96 (the "EFFECTIVE DATE") between
---------------------
Versant Object Technology Corporation, a California corporation with principal
offices at 0000 Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 ("VERSANT") and
Electronic Submission Publishing Systems, Inc. with offices at 0000 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx XX 00000 ("VAR").
1. DEFINITIONS
1. "APPLICATION" shall mean software programs which are developed by VAR, and
which are identified in Exhibit A of this Agreement, and which contain Embedded
Run Time Software. The definition of Application does not include any software
developed or marketed by any third party.
2. "CLIENT" shall mean a specific computer that is periodically connected to
one or more Servers.
3. "DEVELOPMENT SOFTWARE" shall mean the software licensed by Versant which is
used for developing the Application and which can create or modify arbitrary
data base schema.
4. "DOCUMENTATION" shall mean any manual(s) shipped by Versant with the
Software.
5. "EMBEDDED" shall mean completely contained within the Application in such a
manner as to limit access to the Run-Time Software except through the
Application.
6. "VAR" shall mean the party accepting the Software according to the terms and
conditions set out in this Agreement.
7. "LIMITED DEVELOPMENT SOFTWARE" shall mean the software licensed by Versant
which is used for developing the Application but which does not use language
interfaces developed by Versant, but rather uses interfaces developed by VAR
using the Development Software.
8. "MAINTENANCE" shall mean telephone consultation during Versant's normal
business hours, bug fixes, error corrections and work-arounds, as well as
updates and new releases, if any, and which are not separately priced.
9. "MAINTENANCE FEES" shall mean the maintenance fees set out in Exhibit B.
10. "NET SELLING PRICE" shall mean the price for the Application recognized as
revenue on VAR's income statement in accordance with Generally Accepted
Accounting Principles, which price shall in no event include: (a) actual cash
and trade discounts given to customers; (b) shipping charges actually billed to
customers; or (c) sales, use and excise taxes (to the extent included in gross
revenue).
11. "ROYALTY PERCENTAGE" shall mean the percentage of Net Selling Price that
VAR agrees to pay Versant each time the Application is distributed, as set forth
in Exhibit D hereto.
12. "ROYALTY AMOUNT" shall mean the absolute dollar amount that VAR agrees to
pay Versant each time the Application is distributed and recognized as revenue
on
1
VAR's income statement in accordance with Generally Accepted Accounting
Principles, as set forth in Exhibit D hereto.
13. "RUN TIME SOFTWARE" shall mean software that is Embedded in the Application
and deployed as part of the Application and which is a limited version of the
Development Software and Limited Development Software and which does not allow
the Application or a user of the Application direct access to the general
purpose capabilities of the Development Software or the Limited Development
Software for creating or modifying arbitrary database schema and which does not
allow substantive modification of the Application built with the Development
Software and Limited Development Software. The Application may, subject to the
forgoing, create or modify database schema.
14. "SEATS" shall mean a keyboard and a terminal which is connected to a
computer.
15. "SERVER" is a computer which has one or more Users periodically connected
to it.
16. "SOFTWARE" shall mean the Development Software, Limited Development Software
and Run Time Software.
17. "SUBSTANTIAL VALUE" shall mean that an Application has an overall functional
purpose that is not the same overall functional purpose as any Software
licensed.
18. "USER" shall mean a person using a keyboard and a terminal which is
connected to a computer.
2. GRANT OF LICENSE FOR SOFTWARE
Provided that VAR pays all fees required to be paid under this Agreement:
1. Versant hereby grants VAR a non-exclusive, nontransferable, non-assignable
license to use and copy the Development Software and Limited Development
Software as follows:
a. to use the Development Software and Limited Development Software solely for
VAR's own data processing operations on the number of Seats VAR has paid for,
and only on the specific computer serial number(s) which VAR agrees to supply to
Versant within thirty (30) days of putting the Development Software and Limited
Development Software into use. VAR may also use the Development Software and
Limited Development Software temporarily on a back-up computer if the designated
computer is inoperative provided that Versant is informed in writing.
b. To combine the Development Software and Limited Development Software with
VAR's Software products to create the Application, provided that the Software
remains subject to the provisions of this Agreement.
2. Provided that the Application has Substantial Value, Versant hereby grants
VAR a non-exclusive, nontransferable, non-assignable, royalty bearing, license
to use and to copy Run Time Software as follows:
a. VAR may use Run Time Software on the number of Servers, with up to the
authorized number of Users, per Server, and total number of Clients authorized
by Versant, as is set forth on Exhibit A. VAR may distribute Run Time Software
solely for use with the Application to end users or to subdistributors;
b. Provided that VAR or VAR's subdistributor receives no compensation from its
customer for the license of the
2
Application, VAR, with no payment due to Versant, may provide directly to end
users, or indirectly through subdistributors, a reasonable number of copies of
Run-Time Software solely for use with the Application for evaluation or beta
test purposes for a period not to exceed one hundred eighty (180) days, provide
that any such period shall not be extended or renewed without written permission
from Versant.
c. Any distribution shall be pursuant to a license agreement which shall
provide no more rights concerning the Software than are provided under this
Agreement and which shall limit the use of the Run-Time Software to End User
Software.
d. Any Software distribution rights granted under this Agreement shall remain
in force for three (3) years from the date of the Purchase Order and shall be
automatically renewed for additional one year periods unless notice is provided
in accordance with this Agreement 90 days prior to the date of termination. In
no event will any termination of this Agreement terminate the right of any of
VAR's customers (for which Versant has been paid the applicable Software license
fees) that have been granted a license to use the Run Time Software hereunder,
which right shall be perpetual and paid in full, subject to the terms of any
Agreement that such customer may enter into with VAR.
3. LICENSE GRANT: DOCUMENTATION
Versant hereby grants VAR a non-exclusive, nontransferable, non-assignable
license to use the Documentation. VAR is expressly not given a right to copy
Documentation.
4. PROHIBITIONS ON USE OF THE SOFTWARE
4.1 VAR agrees not to cause or permit the reverse engineering, disassembly, or
decompilation of the Software and not to use the Software for commercial time-
sharing, rental or service bureau use.
4.2 Results of any benchmark tests run by VAR on the Software (standing alone)
may not be disclosed outside of VAR's organization without prior written
permission from Versant.
5. TITLE
All right, title and interest in the Software and Documentation remains with
Versant or Versant's licensor. VAR acquires no rights of ownership. Versant
reserves all rights to the Software not expressly granted herein.
6. PAYMENT & SHIPPING
6.1 Shipment of Software and Documentation is FOB Menlo Park, CA.
6.2 All payments shall be due and payable within thirty (30) days of the date
of invoice.
6.3 Any amounts payable under this Agreement and the Purchase Order are net
amounts and are payable in full to Versant. VAR is responsible for all taxes,
duties and levies (except for taxes on Versant's income) related to the Software
and Documentation.
7. WARRANTY
7.1 Provided that VAR has paid for Maintenance, Versant warrants to VAR for a
period of one year from the date of shipment that the Software will
substantially perform the functions described in the Documentation when operated
on the
3
designated computer. If Versant finds a deviation in the Software's performance
during this period, Versant will, as VAR's sole remedy, replace or modify the
Software so that it performs substantially in accordance with the Documentation.
If VAR does not pay for Maintenance or is in default of any maintenance
obligations, the Software is licensed "AS IS".
OTHER THAN AS STATED IN THIS SECTION, THERE IS NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION,
THE CONDITION OF SOFTWARE, ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
7.2 From time to time Versant may desire to provide and VAR may wish to test
certain experimental releases of Software labeled "Beta" ("Beta Software").
Beta Software is not suitable for production use. Versant makes no warranty on
Beta Software and such software is distributed "AS IS". At Versant's request,
VAR will promptly return all copies of the Beta Software to Versant or certify
in writing to Versant that VAR has destroyed the Beta Software and all copies.
7.3 Versant further represents to VAR that: (a) Versant has the right to enter
into this Agreement and grant the rights granted thereunder; (b) to the best of
Versant's knowledge, the Software does not and will not contain any "software
locks" which, upon occurrence of a certain event, the passage of a certain
amount of time, or the taking of any action (or the failure to take action) by
or on behalf of Versant, will cause VAR's or any of VAR's subdistributor's or
customer's computer systems, or any component parts thereof, to be destroyed,
erased, damaged or otherwise made inoperable; (c) the Software will be capable
of correctly performing all functions, calculations, comparisons, sequencing
displays and other processing of calendar dates, and date related data before,
during and after the year 2000 without error or degradation of performance; (d)
there are no pending or threatened suits, legal proceedings, claims or
governmental investigations against or with respect to Versant relating to the
Software or any component part thereof; and (e) Versant has not received any
notice of any claim of infringement or violation of any third party's
copyrights, patents, trade secrets, trademarks or other proprietary rights.
8. INDEMNIFICATION
8.1 Versant will defend at its expense, and hold harmless in, any action
brought against VAR to the extent it is based on a claim that the Software and
Documentation or any part thereof, when used within the scope of this Agreement,
infringes a patent, copyright or other proprietary right in the United States
and Versant will pay any settlements, expenses, costs, damages and attorney's
fees finally awarded against VAR in such action and which are attributable to
such claim, provided that VAR notifies Versant promptly in writing of any claim
or confidential claim, gives Versant the exclusive control in the defense and
settlement thereof, and provides all reasonable assistance in connection
therewith.
Versant shall have no liability for any claim of infringement based on: (i) use
of a superseded or altered release of the Software or portion thereof if such
infringement
4
would have been avoided by the use of a current, unaltered release of the
Software or (ii) the combination, operation or use of the Software furnished
under this Amendment with products or data not furnished by Versant if such
infringement would have been avoided by the use of the Software without such
products or data.
In the event use of the Software becomes, or in Versant's reasonable opinion is
likely to become, the subject of a claim of infringement of a patent, copyright
or other proprietary right in the United States, it is Versant's option to
remedy the situation by: a) procuring the continuing right to use the Software
or b) replacing or modifying the Software so that it no longer infringes or c)
terminating the license and refunding the license fees paid for the Infringing
Software.
THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATION OF VERSANT WITH
RESPECT TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY PATENT, COPYRIGHT,
TRADE SECRET, OR ANY OTHER PROPRIETARY RIGHT.
8.2 VAR will defend at its expense any action brought against Versant to the
extent it is based on a claim that the Application or any part thereof (with the
exception of the Software), infringes a patent or copyright in the United
States, and VAR will pay any settlements and any costs, damages and reasonable
attorney's fees finally awarded against Versant in such action which are
attributable to such claim; provided that the foregoing obligation will be
subject to Versant notifying VAR promptly in writing of any claim or potential
claim, giving VAR the exclusive control of the defense and settlement thereof,
and providing all reasonable assistance in connection therewith.
9. MAINTENANCE
9.1 After payment of the Maintenance Fees, VAR shall be provided Maintenance
for the applicable term. Versant shall inform VAR thirty (30) days prior to the
expiry of any maintenance terms of any additional fees to be paid to Versant for
a one year renewal of Maintenance.
9.2 Maintenance is available only for the most recent version of the Software
and the preceding version for no longer than 12 months after the current version
becomes generally available, provided that all maintained Software must be in an
environment supported by Versant.
9.3 VAR shall appoint one person as the principal Maintenance Contact for the
communication of bugs and errors to Versant and for the receipt of bug and error
fixes, work-arounds and updates, if any. Additionally, VAR shall appoint
another person as a back-up to the principal Maintenance Contact.
9.4 VAR shall be solely responsible for the maintenance of its Application.
10. CONSULTATION AND TRAINING
Versant will provide VAR with Consulting and Training as set out in Exhibit C.
11. ROYALTIES
VAR will pay Versant Royalties as set out in Exhibit D hereto.
5
12. TERMINATION
If either party defaults in the material performance of any provision of this
Agreement, then the non-defaulting party may give written notice to the
defaulting party that if the default is not cured within thirty (30) days of
receipt of such notice this Agreement will be terminated. If the non-defaulting
party gives such notice and the default is not cured in the thirty (30) day
period, this Agreement will terminate immediately at the end of such period.
Except as expressly provided herein, if this Agreement is terminated, VAR shall
(a) cease all use of the Software and Documentation and (b) certify to Versant
in writing within thirty (30) days after termination that VAR has destroyed or
has returned the Software and Documentation and all copies in any form at VAR's
expense. Articles 4, 5, 7, 8, 14 and 16 as well as VAR's obligation to pay all
fees survives termination.
Notwithstanding the foregoing and provided that VAR pays Versant all fees
required to be paid hereunder, in the event of any termination of this
Agreement, VAR shall have the right to complete any and all obligations under
any agreement that has been entered into as of the date of termination.
13. GENERAL
13.1 In all cases, this Agreement shall be governed by and construed in
accordance with the laws of the state of California, without reference to
conflicts of laws principles.
13.2 VAR agrees to comply fully with all relevant United States export
controls.
13.3 This Agreement sets forth the entire agreement and understanding of the
parties relating to the subject matter herein and merge all prior agreements,
discussions, and understandings. This Agreement shall supercede the terms and
conditions of VAR's Purchase Order. This Agreement may not be changed, modified
or amended except by a written document signed by both of the parties hereto.
13.4 Any notice required or permitted by this Agreement shall be in writing and
shall be sent by prepaid or certified mail, return receipt requested, addressed
to Versant's and VAR's addresses shown on the Purchase Order.
REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT
WILL VERSANT BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL,
DAMAGES, NOTWITHSTANDING BEING AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
VERSANT'S LIABILITY FOR ANY DAMAGES OR CLAIMS SHALL NOT EXCEED THE LICENSE
FEES PAID.
14. RESTRICTION
If VAR is any unit or agency of the United States Government, or this license is
pursuant to a contract with any such unit or agency, VAR agrees that the
Software and Documentation is "Commercial Computer Software" as defined under
DFARS and that the Government will receive only "restricted rights" to the
Software and Documentation. All such Software shall contain the
6
following legend: RESTRICTED RIGHTS LEGEND: Use, duplication, or disclosure by
the Government is subject to restrictions as set forth in subparagraph (c) (1)
(ii) of the Rights in Technical Data and Computer Software clause at DFARS
52.227-7013. Versant Object Technology Corporation 0000 Xxxxxx Xxxx, Xxxxx Xxxx,
XX 00000 Unpublished - rights reserved under the copyright laws of the United
States.
15. REPORTING TO VERSANT
15.1 At Versant's request and not more frequently than twice a year, VAR will
submit to Versant a signed statement containing the number of Run-Time copies in
use. VAR agrees to provide the information within thirty (30) days of such
request.
15.2 Subsequent to the initial purchase of Software and forty-five (45) days
after the end of each calendar quarter, VAR will pay any royalties due less any
prepaid amounts, whether a Royalty Percentage or Royalty Amount and submit to
Versant a statement which includes at a minimum:
a. a list of all shipments of the Application; and
b. Application product code & the number of copies of each; and
c. Run-Time Software installed and the number of copies of each.
d. VAR will make best efforts to obtain the above information and to provide
it to VERSANT on a timely basis.
e. Any other information reasonably required by Versant and so requested in
writing from time to time.
15.3 VAR agrees to allow an independent accountant to review VAR's books and
records to determine the accuracy of the reports. The independent accountant
will be chosen by Versant and approved by VAR, whose approval shall not be
unreasonably withheld. The cost of the independent accountant's review will be
at Versant's cost unless an error of more than 5% is found, in which case it
shall be at VAR's cost. The reviews will occur at mutually agreeable times
during normal business hours and will not occur more frequently than one time
per year. The independent accountant will be instructed to keep all information
learned strictly confidential.
16. CONFIDENTIAL INFORMATION
16.1 The term "Confidential Information" shall include, but not be limited to,
any and all information, data know-how and documentation which is related to
Versant's object-oriented database system, language interfaces, database
utilities, development tools, system internals, program strategies, and business
plans, as well as any information clearly marked as confidential or proprietary.
16.2 A party's Confidential Information shall not include information which (a)
is or becomes a part of the public domain through no act or omission of the
other party; or (b) was in the other party's lawful possession prior to the
disclosure and had not been obtained by the other party either directly or
indirectly from the disclosing party; or (c) is lawfully disclosed to the other
party by a third party without restriction on disclosure; or (d) is
independently developed by the other party.
16.3 The parties agree, both during the term of this Agreement and for a period
of two years after termination of the Agreement and
7
of all licenses granted hereunder, to hold each other's Confidential Information
in confidence. The parties agree not to make each other's Confidential
Information available in any form to any third party or to use each other's
Confidential Information for any other purpose than the implementation of this
Agreement. Each party agrees to take all reasonable steps to ensure that
Confidential Information is not disclosed or distributed by its employees or
agents in violation of the provisions of this Agreement.
17. PUBLICITY
VAR and Versant agree that they will cooperate to publicize the existence of
this Agreement as appropriate, and specifically, VAR consents to Versant's
identification of VAR as a customer of Versant.
18. ESCROW
18.1 VAR may, at its option, enter into a Software source code escrow agreement
with Versant using National Safe Depository, located at 0000 Xxxxxx Xxxxx, Xxx
Xxxx, XX 00000-0000, as Software escrow agent. VAR agrees to pay all costs of
entering into the Software Escrow Agreement and all annual renewal costs.
Such Source Code escrow agreement will, at a minimum provide VAR with the right
to access such Source Code upon the occurrence of a Triggering Event (as
hereinafter defined).
18.2 Versant further agrees that, if there should occur a Triggering Event, VAR
may request in writing that Versant deliver a copy of the Source Code (as
defined below) to VAR, and Versant shall comply with such request as promptly
and as reasonably possible after its receipt thereof. As used herein, the term
"Source Code" shall mean a full source language statement of the most recent
version of the Software licensed under this Agreement, stored on a master
diskette or tape, as applicable, together with related documentation.
18.3 As used herein, the term "Triggering Event" means each of the following:
(a) Versant's material failure to perform maintenance services as set out in
this Agreement, and (b) the filing of a voluntary or involuntary petition by or
against Versant under the federal Bankruptcy Act or any other applicable federal
or state law, or any chapter of part thereof, or the commencement of any other
voluntary or involuntary proceeding against Versant under any state or general
insolvency or similar law, rule or regulation, which petition or proceeding is
not removed or dismissed within sixty days of the date on which it is filed.
19. CUMULATIVE RIGHTS/REMEDIES
All rights and remedies conferred upon or reserved to the parties in this
Agreement shall be cumulative and concurrent and shall be in addition to all
other rights and remedies available to such parties at law or in equity or
otherwise. Such rights and remedies are not intended to be exclusive of any
other rights or remedies and the exercise by any party of any right or remedy
herein provided shall be without prejudice to the exercise of any other right or
remedy by such party provided herein or available at law or in equity.
8
SO AGREED BETWEEN THE PARTIES:
"Versant"
VERSANT OBJECT TECHNOLOGY
/s/ Xxxxx Xxxxx
By:______________________________
Xxxxx Xxxxx
Name:____________________________
Controller
Title:___________________________
12/31/97
Date:____________________________
"VAR"
ELECTRONIC SUBMISSION PUBLISHING SYSTEMS, INC.
/s/ Xxxxxxxx Xxxxxxx
By:______________________________
AUTHORIZED REPRESENTATIVE
Xxxxxxxx Xxxxxxx
Name:____________________________
CEO
Title:___________________________
12/31/97
Date:____________________________
9
EXHIBIT A
-----------------------------------------------------------------------------------------------------------------------------
SOFTWARE PART NUMBER PRICE QTY # OF USERS, EXTENTION COMPUTER SERIAL COMPUTER
IF SERVER, IF SERVER MFG/MODEL OR
OR NUMBER OF TERMINAL MFG
CLIENTS
-----------------------------------------------------------------------------------------------------------------------------
#1. VERSANT 120-1004 $[ * ] [ * ] [ * ] $[ * ] WIN NT
ODBMS/NT
Server
Versant Client 120-0153 $[ * ] [ * ] [ * ] $[ * ] WIN NT
License NT
#2. VERSANT 120-1008 $[ * ] [ * ] [ * ] $[ * ] WIN NT
ODBMS/NT
Server
Versant Client 120-0153 $[ * ] [ * ] [ * ] $[ * ] WIN NT
License NT
#3. VERSANT 120-1012 $[ * ] [ * ] [ * ] $[ * ] WIN NT
ODBMS/NT
Versant Client 120-0153 $[ * ] [ * ] [ * ] $[ * ] WIN NT
License NT
-----------------------------------------------------------------------------------------------------------------------------
*VERSANT 120-1004 $[ * ] [ * ] $[ * ] WIN NT
ODBMS/NT 4
Server
*VERSANT 120-0153 $[ * ] [ * ] $[ * ] WIN NT
Client
License NT
-----------------------------------------------------------------------------------------------------------------------------
Applications Shall Mean: ESPS CoreDossierTM and Publishing Software
Total License Fees: $[ * ]
#1, #2, #3 = Three current customer deployments
* = Trial Licenses which may be provided to VAR's end users pursuant to the
terms of Article 2.2(b) hereof
This Agreement shall not apply to the Development Software or the Limited
Development Software, which VAR has already acquired from Versant.
10
The terms of this Agreement are confidential
[ * ] WE ARE SEEKING CONFIDENTIAL TREATMENT OF THESE TERMS, WHICH HAVE BEEN
OMITTED. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
EXHIBIT B
MAINTENANCE FEES
---------------------------------------------------------------------------------------------------------------------------
SOFTWARE PART NUMBER PRICE QTY EXTENSION TERM COMPUTER MFG/MODEL OR
TERMINAL MFG
---------------------------------------------------------------------------------------------------------------------------
#1. Versant M120-1004 $[ * ] [ * ] $[ * ] 1/1/97 - WIN NT
OBDMS/NT Server 12/31/97
Versant Client M120-0153 $[ * ] [ * ] $[ * ] 1/1/97 - WIN NT
License NT 12/31/97
#2. VERSANT M120-1008 $[ * ] [ * ] $[ * ] 1/1/97 - WIN NT
ODBMS/NT Server 12/31/97
Versant Client M120-0153 $[ * ] [ * ] $[ * ] 1/1/97 - WIN NT
License NT 12/31/97
#3. VERSANT M120-1012 $[ * ] [ * ] $[ * ] 1/1/97 - WIN NT
ODBMS/NT Server 12/31/97
Versant Client M120-0153 $[ * ] [ * ] $[ * ] 1/1/97 - WIN NT
LICENSE NT 12/31/97
--------------------------------------------------------------------------------------
*VERSANT ODBMS/NT M120-1004 $[ * ] [ * ] $[ * ] 1/1/97 - WIN NT
4 Server 12/31/97
*Versant Client M120-0153 $[ * ] [ * ] $[ * ] 1/1/97 - WIN NT
License NT 12/31/97
-------------------------------------------------------------------------------------------------------------------------
Total Maintenance Fees: $ [ * ]
VAR Principal Maintenance Contract:_________________________________
VAR Back-up Maintenance Contract:_________________________________
#1, #2, #3 = Three current customer deployments
* = Trial Licenses which shall be provided to VAR's end users pursuant to the
terms of Article 2.2(b) hereof
No customer shall be obligated to purchase maintenance. The Maintenance Fee
applicable to copies of Run Time Software in addition to those listed above will
be equal to [ * ] percent ([ * ]) of the Royalty Amount payable to Versant under
this Agreement. Notwithstanding Article 9.1, the Maintenance Fee will not be
increased during the term of this Agreement.
11
The terms of this Agreement are confidential
[ * ] WE ARE SEEKING CONFIDENTIAL TREATMENT OF THESE TERMS, WHICH HAVE BEEN
OMITTED. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
EXHIBIT C
CONSULTING & TRAINING
DESCRIPTION OF SERVICES AMOUNT
None at time of Execution of Agreement.
Total Consulting Fees__________________________________
--------------------------------------------------------------------------------
NOTE:
TRAINING AND CONSULTING FEES DO NOT INLCUDE TRAVEL AND RELATED EXPENSES FOR
VERSANT CONSULTANTS. VAR SHALL BE RESPONSIBLE FOR THESE EXPENSES AND SHALL
BE INVOICED BY VERSANT.
--------------------------------------------------------------------------------
12
The terms of this Agreement are confidential
EXHIBIT D
ROYALTIES
PRICING IS VERSANT CONFIDENTIAL INFORMATION AND PROTECTED BY THE TERMS OF THIS
AGREEMENT
DEPLOYMENT LICENSE FEES FOR THE APPLICATION:
VAR will pay a Royalty Amount to Versant calculated as a Royalty Percentage of
the Net Selling Price of VAR Applications.
All prices quoted in this Agreement are stated in US dollars.
Run Time license fees quoted are valid for a [ * ] term. Unless the parties
otherwise agree in writing, at the end of the [ * ] term set out in this Exhibit
D, the Royalty Percentage for deployed Run Time Software Shall be [ * ] % of
VAR's Net Selling Price.
CUMULATIVE DEPLOYMENT ROYALTIES:
TABLE A:
Royalties: $[ * ] $[ * ] $[ * ]
================================================================================
ESPS ROYALTY PERCENTAGE [ * ]% [ * ]% [ * ]%
IF VAR LICENSES THE APPLICATION AS A COMPONENT PART OF A LARGER TRANSACTION VAR
SHALL NOT DISCOUNT THE APPLICATION TO A GREATER EXTENT THAN THE OTHER PARTS OF
THE TRANSACTION.
13
The terms of this Agreement are confidential
[ * ] WE ARE SEEKING CONFIDENTIAL TREATMENT OF THESE TERMS, WHICH HAVE BEEN
OMITTED. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
AMENDMENT #1 TO
VALUE ADDED RESELLER LICENSE AGREEMENT CLIENT/SERVER
This Amendment #1 to the Value Added Retailer :License Agreement is entered into
in Fremont, California on March 31, 1998, between Versant Object Technology
Corporation, with offices at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000
("Versant"), and Electronic Submission Publishing Systems, Inc. ("VAR"), with
offices at 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx Xxxxxxxxxx, XX 00000, and amends
Value Added Reseller License Agreement dated December 31, 1996 (the
"Agreement").
For valuable consideration, set out herein, the parties hereby agree to amend
this Agreement as follows:
1. Exhibit D of the Agreement is hereby cancelled and replaced with Exhibit D1
which is attached and incorporated hereto.
2. All references in the Agreement to "Exhibit D" shall be deleted and
replaced with references to "Exhibit D1".
3. This Amendment shall be effective if executed by the parties on or before
March 31, 1998.
4. All other terms and conditions of the Agreement shall remain unchanged.
So Agreed by the Parties:
"Versant"
VERSANT OBJECT TECHNOLOGY CORPORATION
/s/ Xxxx Xxxx
By:___________________________
Xxxx Xxxx
Name:_________________________
C.F.O.
Title:________________________
3/31/98
Date:_________________________
"VAR"
ELECTRONIC SUBMISSION PUBLISHING SYSTEMS, INC.
/s/ Xxxxxx X. Xxxxxx
By:___________________________
Xxxxxx X. Xxxxxx
Name:_________________________
CFO
Title:________________________
3/31/98
Date:_________________________
14
The terms of this Agreement are confidential
EXHIBIT D1
ROYALTIES
PRICING IS VERSANT CONFIDENTIAL AND PROTECTED BY THE TERMS OF THE AGREEMENT
RUN TIME LICENSE FEES FOR THE APPLICATION:
VAR will pay a Royalty Account to Versant calculated as a Royalty Percentage of
the Net Selling Price of the VAR Application.
IF VAR LICENSES THE APPLICATION AS A COMPONENT PART OF A LARGER TRANSACTION VAR
SHALL NOT DISCOUNT THE APPLICATION OF A GREATER EXTENT THAT THE OTHER COMPONENTS
OF THE TRANSACTION.
All prices quoted to this Agreement are in US Dollars.
This pricing expires on [ * ].
CALCULATION OF ROYALTY AMOUNTS
VAR shall pay to Versant Royalty Accounts calculated as follows:
Royalty Amount = VAR's Royalty Percentage of [ * ]% (?) Applied on Net Selling
Price
FEE PAYMENT OF ROYALTY AMOUNTS
In consideration of VAR's agreement to have a $[ * ] Royalty Amount prepayment
the "Pre-Payment") paid to Versant on or before Xxxxx 00, 0000, Xxxxxxx will
extend the following discounts on Run Time Software to VAR:
1. Versant will credit VAR's Prepaid Run Time Software balance with a credit
of $[ * ] which ___be used for Run Time Software.
2. Versant will use the Royalty Reports submitted by VAR pursuant to Article
15 of the Agreement to credit Royalty Amounts against the Pre-Payment.
3. All Run Time Software will be displayed on _______________ where VAR has
licensed Development Software.
If prior to VAR's evaluation of the Pre Payment, Versant _______________the
agreement for any reason except for VAR's material breach of VAR's Intellectual
property obligation to Versant, Versant agrees that VAR will retain the right to
distribute Run Time License as if the Agreement had not _______________________.
15
The terms of this Agreement are confidential
[ * ] WE ARE SEEKING CONFIDENTIAL TREATMENT OF THESE TERMS, WHICH HAVE BEEN
OMITTED. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
MAINTENANCE FOR RUN TIME SOFTWARE
Maintenance fees for the Run Time Software will be calculated at the rate set
out in the Agreement. VAR agrees to pay Maintenance fees for each Run Time
Software as levied by Versant based on the Royalty papers submitted by VAR.
16
The terms of this Agreement are confidential
