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EXHIBIT 10.20 - FORM OF OEM PARTNER AGREEMENT
SALESLOGIX CORPORATION
OEM PARTNER AGREEMENT WITH RESELLER OPTION
THIS AGREEMENT is made and entered into as of (the "Effective Date"), by and
between SALESLOGIX Corporation, a Delaware corporation (hereinafter referred to
as "SalesLogix"), with its principal office currently located at 0000 Xxxxx
Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxxxx, 00000, XXX, and ("OEM
Partner"), an corporation with its principal office currently located at.
RECITALS
A. SalesLogix licenses and distributes a certain software application
package known as SALES INFORMATION SYSTEM, and related documentation,
which are more particularly described in EXHIBIT 1 ("SIS").
B. OEM Partner intends to develop, manufacture and license a software
product known as ("Product");
C. SalesLogix and OEM Partner believe that SIS can offer OEM Partner
customers added functionality by embedding SIS into THE OEM PRODUCT.
SalesLogix desires to license to OEM Partner the right to use and
sublicense SIS under the terms of this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the recitals and promises contained herein,
SalesLogix and OEM Partner agree as follows:
1. DEFINITIONS
1.1. "Confidential Information" shall mean written or machine-readable
information (or oral information reduced to writing or summarized in writing
within 10 days of oral disclosure) that the disclosing party considers
proprietary or confidential and marks as confidential", "proprietary",
"sensitive" or with words of similar meaning.
1.2. "Documentation" shall mean the manuals and other instructional and
informational material regarding SalesLogix Products made commercially available
by SalesLogix in electronic media (if available) and hard copy.
1.3. "SalesLogix Products" shall mean the SalesLogix software
application package known as SIS described in EXHIBIT 1, and all future
derivations, upgrades and revisions thereto that are made commercially available
by SalesLogix to its end user customers in general releases.
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1.4. "Licensed Materials" shall mean SalesLogix Products and the
related Documentation and modified documentation.
1.5. "Modified Documentation" shall refer to the Documentation, as
modified by OEM Partner pursuant to Section 3.2.
1.6. "Object Code" shall mean software in machine executable, binary
format.
1.7. "OEM Affiliate" shall refer to all OEM Partner employees, agents,
contractors, representatives, distributors, joint venture partners, subsidiaries
(whether partially or wholly owned), and all other persons or entities working
for, through or on behalf of OEM Partner.
1.8. "OEM Bundling Products" shall mean the products, including
associated documentation, of OEM Partner described on EXHIBIT 2.
1.9. "OEM Products" shall mean the combined products consisting of
SalesLogix Products as embedded in one or more of the OEM Bundling Products.
1.10. "Source Code" shall refer to SalesLogix Products in
human-readable, high-level language form and such other documentation as
normally accompanies such Source Code including, but not limited to: test
scripts, design documents, make files, user documentation source files, on-line
help source files, 3rd party embedded source list, and 3rd party tools required
list.
1.11. "Support" shall mean the support of Licensed Materials offered by
SalesLogix, as described in Section 7 and EXHIBIT 8.
2. SCOPE; TERM OF AGREEMENT
2.1. Scope. The terms of this Agreement shall apply to OEM Partner's
use and sublicense of the OEM Products, all as more particularly described
herein. The terms of this Agreement shall be referenced in and govern all
purchase orders. The terms contained in acknowledgments, invoices or purchase
orders, and the terms of any prior agreements between SalesLogix and OEM
Partner, are hereby superseded by the terms of this Agreement and any terms that
are additional to or inconsistent with this agreement shall have no force or
effect.
2.2. Term. This Agreement shall remain in full force and effect from
the effective date first noted above until the earlier of its termination for
cause as set forth in Section 12 below or its cancellation by OEM Partner on 90
days prior written notice to SalesLogix.
3. LICENSES
3.1. OEM License. SalesLogix hereby grants to OEM Partner a
non-exclusive, perpetual (except as expressly set forth herein) license to embed
the Licensed Materials in object code form within the OEM Bundling Products, and
to market and sublicense the Licensed Materials in object code form as part of
the OEM Products. As part of this license, SalesLogix hereby grants OEM Partner
the right to use and copy the Licensed Materials in object code form, and to
sublicense the Licensed Materials to customers, directly and through OEM
Affiliates, all
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pursuant to the terms of this Agreement. SalesLogix Products shall be
distributed under this Agreement as part of the OEM Products with SalesLogix's
use protection system in place.
3.2. Reseller License. In addition to the OEM License, SalesLogix
hereby grants to OEM Partner a non-exclusive, worldwide license to market and
distribute the Licensed Materials apart from OEM Bundling Products on a
stand-alone basis. In such case OEM Partner shall act as a "reseller" of SIS and
shall use SalesLogix's trademark names to refer to the Licensed Materials. In
all cases where OEM Partner acts as a reseller, Section 4.1.3 shall apply and
OEM Partner shall comply with the Reseller provisions set forth in EXHIBIT 3.
3.3. Documentation Translation and Modification. SalesLogix hereby
grants to OEM Partner a non-exclusive, worldwide license to modify and translate
the Documentation so that it is consistent with, and in the same languages as,
OEM Partner's standard format for documentation used with OEM Bundling Products.
It is the parties' intention that this modified documentation (the "Modified
Documentation"), shall be substantially different from the Documentation in
format and languages only, and OEM Partner shall not make any claims with
respect SalesLogix Products that are not specifically included in the
Documentation provided by SalesLogix. OEM Partner shall deliver a copy of the
Modified Documentation to SalesLogix before such Modified Documentation is made
commercially available by OEM Partner. All Modified Documentation shall be
deemed a derivative work of the Documentation, SalesLogix shall own the
copyrights thereto, and OEM Partner (subject to the terms of this Agreement) and
SalesLogix each shall have the right to use such derivative works, without
paying any additional royalties to the other party other than as set forth in
this Agreement. Notwithstanding the aforesaid, it is expressly understood and
agreed that documentation pertaining specifically to Product ("Product
Documentation") shall be and remain the sole and exclusive property of OEM
Partner even if incorporated in or bundled with the Modified Documentation and
that SalesLogix acquires no right or license to said Product Documentation, by
implication or otherwise.
3.4. Customer Sublicenses. OEM Partner and OEM Affiliates shall
sublicense the Licensed Materials to end user customers under their respective
standard license agreements for their own similarly situated products, subject
to negotiated changes in the ordinary course, in substantially the form attached
as EXHIBIT 4. OEM Partner and OEM Affiliates shall cause such sublicenses to be
executed prior to the installation of the OEM Products. Immediately upon the
execution of a sublicense by OEM Partner, OEM Partner shall assign a license
number to that sublicense, and shall notify SalesLogix of the license number,
and installation date in the next Quarterly Report delivered pursuant to Section
4.3. OEM Affiliates shall do the same, reporting the information to OEM Partner,
who shall report it to SalesLogix in the next Quarterly Report to be issued
after receipt of the information from the OEM Affiliate.
3.5. OEM Partner's Use of Licensed Materials for Distribution Purposes.
SalesLogix shall deliver to OEM Partner two (2) master copies of the Licensed
Materials. OEM Partner may copy and use the Licensed Materials for the following
purposes only:
3.5.1. Use of the Licensed Materials as provided in Section 3.1 to
embed SalesLogix Products in object code form in the OEM Products, and using and
modifying the Documentation as part of OEM Product user, technical and training
documentation.
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3.5.2. Distribution of the OEM Products under the terms of the
license in Section 3.1.
3.5.3. Support by OEM Partner, as more fully described in Section
7, of customers using the OEM Products.
3.6. Trademark License. Each party is the owner of valuable trademark
rights in the trademarks and in other affiliated words, designs, and logos used
in conjunction with SalesLogix Products and the OEM Products. Except as
expressly permitted under this Agreement, the use of a party's marks, logos
and/or designs by the other party in advertising, or in any other manner, is
specifically prohibited without the prior written consent of the party owning
such marks, logos and/or designs. Specifically, OEM Partner will not use
SalesLogix's trademarks for SIS to describe the OEM Products without
SalesLogix's prior written consent, said consent not to be unreasonably withheld
or delayed. OEM Partner must, however, use the name SIS with respect to the
distribution of Licensed Materials pursuant to the reseller license in Section
3.2.
3.7. Customer Evaluations; Beta Test Sites. OEM Partner shall have the
right to install temporarily the OEM Products, only for demonstration purposes,
at sites other than OEM Partner facilities. OEM Partner shall not leave the OEM
Products unsecured and shall delete the same following the demonstration. If OEM
Products are to be left on a potential customer site unattended by OEM Partner,
an evaluation license agreement in substantially the form utilized by OEM
Partner for its own similarly-situated products will be executed by the
potential customer and OEM Partner, and such license shall be valid for the
period during which SalesLogix Products are on site unattended, but in no event
longer than thirty (30) days. A copy of OEM Partner's current form of such an
evaluation license is attached as EXHIBIT 5. SalesLogix shall provide to OEM
Partner, at no charge, one server license and up to ten site licenses for use by
OEM Partner during the term of this Agreement in beta testing in conjunction
with customers selected by OEM Partner. Said beta testing shall be done only
pursuant to a beta test agreement executed between OEM Partner and its customer
in substantially the form attached hereto as Exhibit 5A.
3.8. No Other License. No rights or licenses other than those
specifically described in this Agreement are intended and this Agreement shall
not be interpreted to include: (i) additional express or implied licenses to OEM
Partner of the Licensed Materials; or (ii) any licenses to SalesLogix of OEM
Bundling Products or underlying patents, copyrights, trademarks or trade
secrets.
3.9. Copyright Notices. Each OEM Product will display SalesLogix
copyright notices required by SalesLogix in the same locations, size and
typeface where OEM Partner sets forth other copyright legends in the OEM
Product. In addition to SalesLogix's copyright notices, OEM Partner agrees to
insert the phrase "Powered by SalesLogix [trademark]" in its splash screen in
reference to the product name for the OEM Product.
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4. ROYALTIES & MAINTENANCE FEES
4.1. Royalties. OEM Partner shall pay to SalesLogix royalties
("Royalties") for each copy of OEM Products distributed or used during the term
of this Agreement by OEM Partner or OEM Affiliates as follows:
4.1.1. Royalties for Demonstration/Promotional Copies. No
Royalties shall accrue pursuant to this Section 4 for use of Licensed Materials
solely for marketing, development, beta test, training, demonstration,
evaluation or support purposes.
4.1.2. Customer Licenses. OEM Partner shall pay to SalesLogix, as
a Royalty and in US Dollars, an amount equal to the SalesLogix published retail
price (as modified from time to time pursuant to Section 4.2), less the OEM
Discount set forth on EXHIBIT 6, for each copy of SalesLogix Products
sublicensed to customers pursuant to this Agreement (the "OEM Royalty").
4.1.3. Stand-Alone Licenses. This Agreement contemplates that OEM
Partner may act as a reseller of the Licensed Materials without bundling the
Licensed Materials with the OEM Product. In each case where OEM Partner sells
the Licensed Materials as a reseller, OEM Partner shall pay to SalesLogix, as a
Royalty and in US Dollars, an amount equal to the SalesLogix published retail
price (as modified from time to time pursuant to Section 4.2), less the Reseller
Discount set forth on EXHIBIT 6, for each copy of SalesLogix Products resold to
customers pursuant to this agreement (the "Reseller Royalties").
4.2. SalesLogix Retail Price List. SalesLogix has provided OEM Partner
with its standard retail price list, support pricing and hourly service rates,
as of the Effective Date. SalesLogix reserves the right to modify its standard
retail prices and will give OEM Partner thirty (30) days prior written notice of
such modification. The standard price list in effect at the time of the
customer's order shall control the calculation of Royalties under Section 4.1
and EXHIBIT 6.
4.3. Quarterly Reports. During the term of this Agreement, OEM Partner
agrees to provide SalesLogix within thirty (30) days of the end of each quarter
(said quarters to begin March 16 , June 16, September 16 and December 16
respectively)with a quarterly report detailing the number of copies of Licensed
Materials used internally, the number of sublicenses granted by it and OEM
Affiliates to its or their customers under this Agreement, and the number of
copies of Licensed Materials sold by OEM Partner as reseller during the
preceding quarter ("Quarterly Report").
4.4. Records and Audit. OEM Partner shall maintain reasonably complete
records of all copies of SalesLogix Products sublicensed or resold under this
Agreement by OEM Partner and OEM Affiliates, and all customer sublicenses,
license numbers, and installation dates. OEM Partner shall provide written
notice to SalesLogix not less frequently than quarterly of the number of
customer sublicenses sold and paid for by customers, and the license numbers for
each such sublicense. OEM Partner agrees to allow a mutually acceptable auditor
to audit and analyze appropriate accounting records of OEM Partner to insure
compliance with this Agreement, but not more frequently than once per calendar
year. OEM Partner shall have the
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right to object to the auditor selected by SalesLogix for bona fide business
reasons and in the event of such an objection, OEM Partner will select another
auditor mutually acceptable to SalesLogix. OEM Partner's agreement or consent to
SalesLogix's selection of an auditor shall not be unreasonably withheld or
delayed. Any such audits shall be permitted by OEM Partner during normal
business hours at a time mutually agreed upon between SalesLogix and OEM Partner
within a reasonable time after OEM Partner's receipt of SalesLogix's written
request to audit. SalesLogix shall have the right to audit such records during
regular business hours, at SalesLogix's reasonable request. In the event that
such audit shows that OEM Partner has underpaid SalesLogix by five percent (5%)
or more of the amounts due hereunder, then all reasonable out-of-pocket costs of
such audit shall be paid by OEM Partner, including reimbursing SalesLogix for
its reasonable actual costs. Otherwise, the cost of such an audit shall be borne
by SalesLogix.
4.5. Payments. OEM Partner shall pay Royalties and the Support Fees
described in EXHIBIT 6 quarterly within thirty (30) days following the end of
the fiscal quarter for which Royalties are being paid. OEM Partner shall submit
to SalesLogix with the quarterly Royalty payments the Quarterly Report required
pursuant to Section 4.3 above. OEM Partner shall remain solely responsible for
collection of license fees from OEM Affiliates and customers and shall promptly
pay to SalesLogix all amounts due hereunder regardless of whether OEM Partner
has collected payments from OEM Affiliates or customers.
4.6. Annual License Fee. OEM Partner shall pay to SalesLogix annual
license fees as set forth in EXHIBIT 6.
4.7. Support Fees. OEM Partner shall pay to SalesLogix Support Fees as
set forth in EXHIBIT 6.
5. TRAINING
In consideration of the Annual License Fees, SalesLogix shall provide
OEM Partner with sales, marketing and technical training as provided in EXHIBIT
7.
6. WARRANTY
6.1. Specific Warranties. SalesLogix warrants the following to OEM
Partner:
6.1.1. Warranty. The Licensed Materials delivered under Section
3.5, including modifications, updates and upgrades will materially comply with
SalesLogix's published specifications. In addition, SalesLogix represents and
warrants as follows: that the Licensed Materials are designed to be used prior
to, during, and after the year 2000 A.D. and that they will operate during such
time periods without error relating to date data which represent or reference
different centuries or more than one century; that no value for current date
will cause interruptions in normal operation; that all manipulations of
calendar-related data (dates, durations, days of week, etc.) will produce
correct results for all valid date values; that date elements in interfaces and
data storage permit specifying century to eliminate date ambiguity; and that for
any date element represented without century, the correct century is unambiguous
for all manipulations involving that element. If (a) OEM Partner notifies
SalesLogix of an error or defect in the Licensed Materials, (b) OEM Partner
provides to SalesLogix a description
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allowing the error to be repeated, and (c) the error or defect has not been
caused or introduced by OEM Bundling Products or modifications to the Licensed
Materials made by OEM Partner, then SalesLogix will either (i) modify, repair or
replace the Licensed Materials, or, at the election of OEM Partner, (ii) make
instructions available to OEM Partner to modify the Licensed Materials.
6.1.2. SalesLogix Authority. SalesLogix has full right, power and
authority to license the Licensed Materials to OEM Partner and its customers as
provided in this Agreement. Upon request from OEM Partner from time to time,
SalesLogix shall provide OEM Partner with legible copies of all license
agreements relating to third party Object Code embedded in the Licensed
Materials.
6.2. Remedies and Exclusions. SalesLogix's warranties hereunder shall
not apply to: (a) modifications to SalesLogix Products that are not made or
specifically required or written authorization by SalesLogix; (b) problems or
nonconformities caused by the use of SalesLogix Products with other software or
hardware that is not specifically identified in the Documentation as a
compatible product; or (c) any misuse or abuse of SalesLogix Products. Any labor
and other costs incurred by SalesLogix in the repair of faults or errors related
to these actions shall be reimbursed by OEM Partner at SalesLogix's then-current
rates. SalesLogix will have the option of classifying and responding to errors
by levels of severity, and shall have the option of modifying errors reasonably
classified as minor inconveniences in SalesLogix's regular software releases.
6.3. Limitations. THE WARRANTIES SET FORTH ABOVE SHALL BE EXCLUSIVE,
AND IN NO EVENT SHALL SALESLOGIX OR ANY SALESLOGIX-CONTROLLED AFFILIATE BE
LIABLE FOR ANY WARRANTIES IMPLIED BY LAW OR OTHERWISE, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY GOODS
PROVIDED OR SUPPLIED PURSUANT TO THIS AGREEMENT.
7. ON-GOING SUPPORT; JOINT DEVELOPMENTS.
7.1. Support by SalesLogix. OEM Partner shall have the right to sell to
its customers post-warranty support of the OEM Products under OEM Partner's
then-current software support program. OEM Partner shall also have the right to
provide, on a time and expense basis, support services to customers that do not
purchase the post warranty support. OEM Partner acknowledges and agrees,
however, that as between OEM Partner and SalesLogix, OEM Partner shall be
responsible for providing support directly to its customers (i.e. "first line"
support), and SalesLogix has no obligation to provide any support directly to
OEM Partner customers. In consideration of the Annual License Fees and Support
Fees, SalesLogix shall provide the support services set forth on EXHIBIT 8
("Support").
7.2. Joint Developments. From time to time the parties may wish to work
together to develop products or new product interfaces. The parties shall set
forth the terms and conditions of such joint development efforts in either an
attachment to this Agreement or in a new agreement.
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8. SOURCE CODE ESCROW
The parties shall, within thirty (30) days following the effective date
of this Agreement, execute documents necessary and appropriate to add OEM
Partner to the list of licensees who are beneficiaries under SalesLogix's
existing Source Code escrow account. OEM Partner acknowledges that it has
received a copy of the existing account agreement and agrees to be bound by its
provisions and restrictions. Transfer of a copy of the Source Code to OEM
Partner pursuant to this Section 8 shall not pass title to the Source Code, but
shall effect only a perpetual, non-exclusive license from SalesLogix to OEM
Partner to use, copy and modify the Source Code for the sole purpose of
supporting the Licensed Materials sublicensed by OEM Partner as part of the OEM
Products to its then existing customers and not for any other purpose.
SalesLogix shall retain all right, title and interest in all modifications made
by OEM Partner to the Source Code and OEM Partner shall deliver to SalesLogix a
copy of all such modifications made by OEM Partner to the Source Code; provided,
however, that OEM Partner shall have the same license to such modifications that
it has to use the Source Code under this Section 8. Source Code received by OEM
Partner under this Section shall be deemed to be Confidential Information of
SalesLogix under this Agreement.
9. SOFTWARE OWNERSHIP.
9.1. SalesLogix Ownership; No Reverse Engineering. By granting OEM
Partner the rights described in this Agreement, SalesLogix does not relinquish
its ownership of or rights in the Licensed Materials, and retains title to all
copyrights, patents, trade secrets, trademarks, and other intellectual property
rights contained in the Licensed Materials as a whole. OEM Partner shall not
reverse compile, disassemble or reverse engineer SalesLogix Products, and OEM
Partner shall prohibit OEM Partner Affiliates and their respective customers
from reverse compiling, disassembling or reverse engineering SalesLogix
Products.
9.2. No Derivative Works. The Licensed Materials are protected by
copyright. No part of the Licensed Materials may be reproduced by customers, by
OEM Partner or by OEM Affiliates except as permitted under this Agreement. No
part of SalesLogix Products may be used to make a derivative work, such as a
translation, transformation or adaptation, without the express written
permission of SalesLogix, except as permitted under this Agreement.
10. INTELLECTUAL PROPERTY INDEMNITY
10.1. SalesLogix Indemnity. SalesLogix shall indemnify and hold
harmless OEM Partner from and against all damages and costs incurred by OEM
Partner in any action for infringement of any trade secret, copyright, or U.S.
patent by a third party related to the Licensed Materials, including SalesLogix
modifications, updates and upgrades, in the same form as delivered to OEM
Partner, provided that OEM Partner gives SalesLogix prompt written notice of any
action, claim or threat of infringement suit, either oral or written, and
opportunity to elect to take over, settle or defend any such claim, action or
suit through counsel of SalesLogix's own choosing. OEM Partner will make
available to SalesLogix all defenses against any such claim, action, suit or
proceeding and will give SalesLogix such information, assistance and authority
as is reasonably necessary to enable SalesLogix to defend against and settle
charges of infringement, provided that OEM Partner shall not be obligated in any
way to contribute any
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moneys to such defense or settlement without its prior consent, in its sole
discretion. OEM Partner shall have the right to be represented by counsel of its
own choosing in any such claim, action or suit to insure that its rights are
protected and shall bear all costs of such counsel. Should use of the Licensed
Materials be enjoined or restricted as a result of such a claim, SalesLogix
shall, at its expense and option (i) procure for OEM Partner the right to
continue using the Licensed Materials, or (ii) replace the Licensed Materials
with non-infringing materials of equivalent functionality; or (iii) modify the
Licensed Material so as to become non-infringing; all without material loss of
functionality, or (iv) if none of the foregoing are reasonably available to
SalesLogix, SalesLogix shall have the right to terminate the licenses granted
herein. The indemnity set forth in this Section 10.1 shall not apply to the
extent that the indemnity set forth in Section 10.2 applies.
10.2. OEM Partner Indemnity. OEM Partner shall indemnify and hold
harmless SalesLogix from and against all damages and costs incurred by
SalesLogix in any action for infringement of any trade secret, copyright, or
U.S. patent by a third party related to the Licensed Materials only to the
extent that such claims are made as a result of OEM Partner's modification of
the Licensed Materials, including OEM Partner's modifications and alterations
made in connection with embedding SalesLogix Products, and with respect to all
changes made to the Source Code by OEM Partner, provided that SalesLogix gives
OEM Partner prompt written notice of any action, claim or threat of infringement
suit, either oral or written, and opportunity to elect to take over, settle or
defend any such claim, action or suit through counsel of OEM Partner's own
choosing. SalesLogix will make available to OEM Partner all defenses against any
such claim, action, suit or proceeding and will give OEM Partner all needed
information, assistance and authority to enable OEM Partner to defend and settle
against charges of infringement, provided that SalesLogix shall not be obligated
in any way to contribute any moneys to such defense or settlement without its
prior consent, in its sole discretion. SalesLogix shall have the right to be
represented by counsel of its own choosing in any such claim, action or suit to
insure that its rights are protected and shall bear all costs of such counsel.
11. MUTUAL INDEMNITY AND LIMITATION OF LIABILITY
11.1. Indemnity. Each party shall indemnify the other party for all
claims, damages, or costs suffered by the indemnified party as a result of any
accident, injury or damage to persons or property caused solely, jointly or
contributorily by the negligence of the indemnifying party, including without
limitation misrepresentations made by the indemnifying party to third parties.
The indemnifying party shall be liable only to the extent that the indemnifying
party is at fault for such claims, damages, or costs. In situations where both
parties are found to be at fault, each party shall be responsible for its
proportionate share of the claims, damages or costs.
11.2. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES RELATING TO OR
ARISING OUT OF PERFORMANCE OF THIS AGREEMENT, INCLUDING DAMAGES BASED ON
CONTRACT, NEGLIGENCE, WARRANTY OR OTHERWISE, PROVIDED THAT THIS LIMITATION SHALL
NOT APPLY TO BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR TO
INDEMNIFICATION OBLIGATIONS.
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12. TERMINATION
12.1. Termination for Cause. In the event that either party, its
officers, agents, or employees, commits a material violation of any provision of
this Agreement other than an to obligation to pay money and fails to cure such
violation within forty-five (45) days after receiving written notice of default
from the other party, the non-defaulting party shall have the right immediately
to terminate this Agreement; provided, however, that if such default cannot be
cured within such forty-five (45) days and the defaulting party commences cure
within such forty-five (45) days then the non-defaulting party shall not be
entitled to terminate this Agreement so long as the defaulting party diligently
pursues such cure and cures such default no later than ninety (90) days
following the receipt of the initial notice of default. If OEM Partner is in
default for failure to pay money as and when due and fails to cure such default
within thirty (30) days after receiving written notice of default from
SalesLogix, then SalesLogix shall have the right to terminate this Agreement
effective upon delivering notice of termination to OEM Partner.
12.2. Return of Licensed Materials, Documentation and Confidential
Information. Within twenty (20) days after termination of this Agreement, (i)
OEM Partner shall return to SalesLogix all copies of the Licensed Materials and
all Confidential Information, including any modified or updated versions, in OEM
Partner's possession, custody or control, or certify to SalesLogix that all such
copies and Confidential Information have been destroyed (except only as provided
hereafter), provided, however, that OEM Partner may retain sufficient copies of
the Licensed Materials required for the continuing support of SalesLogix
Products sublicensed to customers prior to such termination, to the extent
permitted under Section 12.3; and (ii) OEM Partner shall also account to
SalesLogix for all of the Licensed Materials and Confidential Information
related to this Agreement that it has provided to OEM Affiliates by requiring
the OEM Affiliates to return them to SalesLogix or certify to SalesLogix that
all such materials have been destroyed. Within twenty (20) days after
termination of this Agreement, SalesLogix shall return to OEM Partner all copies
of OEM Partner Confidential Information, or certify to OEM Partner that all
copies of OEM Partner Confidential Information in SalesLogix's custody,
possession or control have been destroyed.
12.3. Sublicenses and Support Agreements. Sublicense agreements entered
into prior to the date of termination and Support agreements signed by OEM
Partner and customers relating to the Licensed Materials shall survive
termination of this Agreement provided they are in accordance with the terms and
conditions of this agreement and OEM Partner is not in default hereunder.
12.4. Remedies. Termination of this Agreement shall be in addition to
and not in lieu of any other legal and equitable remedies available to the
parties.
13. CONFIDENTIALITY
Each party agrees that all Confidential Information of the other party
shall be held in strict confidence and shall not be disclosed or used without
express written consent of the other party. Confidential information shall not
include any information already in the possession of a party or received without
violation of this Agreement or of confidentiality obligations of the
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person or entity providing such information, or information which is
independently developed by a party, is in the public domain, or has otherwise
been released without restriction by the party claiming confidentiality. Each
party agrees to require that its employees, agents, representatives, lenders,
potential investors, distributors, subsidiaries, joint ventures and affiliates
given access to the other party's Confidential Information shall be subject to
confidentiality obligations substantially the same as those described in this
Section 13. If public disclosure of Confidential Information is required under
applicable laws, rules or regulations, the party required to disclose may do so
provided (a) it shall give the other party prior notice of such disclosure to
the extent reasonably possible to permit the other party to take steps to obtain
protective orders or other similar relief as it may deem appropriate to seek and
(b) it cooperates with other party in such efforts. The provisions of this
Section 13 shall survive termination of this Agreement for a period of five
years from the effective date of termination.
14. TAXES
OEM Partner or its customers shall pay all sales or other similar taxes
and duties, however designated, which are levied or imposed because of this
Agreement or because of sublicenses granted to customers pursuant to this
Agreement, except for income or other similar taxes levied on SalesLogix's net
income.
15. COMMUNICATIONS
15.1. Focused Communications. The parties shall each designate a
specific person within their respective organizations to be the initial contact
for all communications between the parties; provided, however, that OEM
Partner's developer personnel and SalesLogix's developer personnel may have
on-going direct contacts as required by Section 7. At the effective date of this
Agreement, the initial contacts shall be:
OEM PARTNER:
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SALESLOGIX:
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The parties may change the person designated through written notice in
compliance with Section 16.2.
16. MISCELLANEOUS
16.1. Complete Agreement; No Assignment; No Waiver. This Agreement, the
Attachments hereto, and the separate escrow agreement referred to in Section 8
shall constitute the entire agreement between the parties with respect to the
subject matter hereof and supersede all prior understandings, proposals
negotiations and communications, oral or written, between the parties or their
representatives. This Agreement may not be modified except in a writing signed
by the duly authorized representatives of the parties hereto. Neither party may
assign its rights, duties or obligations under this Agreement to any entity in
whole or in part without the
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prior written consent of the other party. The failure of either party to
exercise any right or the waiver by either party of any breach, shall not
prevent a subsequent exercise of such right or be deemed a waiver of any
subsequent breach of the same of any other term of the Agreement.
16.2. Notices. All notices, demands, consents, approvals and other
communications shall be sufficient if in writing and sent by prepaid wire,
facsimile transmission (with confirming copy by mail) or registered or certified
mail, return receipt requested, postage prepaid to the addresses of the parties
specified below. Notices shall be effective when received, three (3) days
following mailing or upon confirmation of facsimile transmission, whichever is
earliest.
Notices should be sent to the parties at the following addresses:
SalesLogix Corporation
0000 Xxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000 XXX
Attn: OEM Partner Administration
If to OEM Partner:
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Attn:
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The address for giving notice may be changed by complying with the written
notice provisions of this Section.
16.3. Severability. In case one or more provisions of this Agreement
shall be invalid, illegal or unenforceable, such provisions shall be severed and
the remaining provisions shall continue as valid, legal and enforceable. The
remaining provisions shall be integrated and interpreted in such a way as to
give them maximum enforceability and validity under the applicable law, while
retaining the original intent of the parties with respect to such provisions.
16.4. Disclaimer of Agency. This Agreement shall not constitute either
party the legal representative or agent of the other, nor shall either party
have the right or authority to assume, create or incur any liability or any
obligation of any kind, expressed or implied, against, or in the name of or on
behalf of the other party.
16.5. Injunctive Relief. The parties recognize that a remedy at law for
a breach of the provisions of this Agreement relating to confidential
information, or misuse of a party's trademarks, copyrights, and other
intellectual property rights, will not be adequate for a party's protection, and
accordingly each party shall have the right to obtain, in addition to any other
relief and remedies available to it, injunctive relief to enforce the provisions
of this Agreement.
16.6. Governing Law; Jurisdiction and Venue. This Agreement shall be
governed by and construed in accordance with the substantive laws of the State
of Arizona (without regard to choice of laws). The U.N. Convention on the
International Sale of Goods shall not apply. Any legal action brought concerning
this Agreement or any dispute hereunder shall be brought only in the courts of
the State of Arizona or in the federal courts located in such state. Both
parties submit to venue and jurisdiction in these courts.
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16.7. Survival. Each party's obligations to pay monies to the other
party which have accrued prior to the date of termination shall survive
termination of this Agreement, as will the following Sections: 9, 10, 11, 12.2,
12.3, 12.4, 13, 14 and 16.
16.8. Publicity. Unless an announcement of the terms of this Agreement
is agreed to in writing by the parties, each party shall treat the business
terms of this Agreement as Confidential Information and subject to Section 13.
16.9. Export Control. OEM Partner shall comply with all applicable
export control laws and regulations of the United States and any other country
having proper jurisdiction and shall obtain all necessary export licenses in
connection with any subsequent export, reexport, transfer and use of all
products, technology and software purchased or licensed under this Agreement.
16.10. Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all parties had signed the same
document. All counterparts shall be construed together and shall constitute one
Agreement.
So agreed between the parties signing below.
SALESLOGIX CORPORATION
------------------------
[NAME OF OEM PARTNER]
By: By:
--------------------------- ----------------------
[Signature] [Signature]
--------------------------- ----------------------
[Type/Print Name] [Type/Print Name]
Title: Title:
--------------------------- ----------------------
Date: Date:
--------------------------- ----------------------
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EXHIBITS
1 SalesLogix Products
2 OEM Bundling Products
3 Provisions Applicable to Reseller License
4 OEM Partner's Standard Form Customer License Agreement
5 OEM Partner's Standard Form Evaluation License Agreement
5A OEM Partner's Standard Beta Test License Agreement
6 License Fees, Royalty Calculations, Discounts and Support Fees
7 Training
8 Support
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EXHIBIT 1
SALESLOGIX PRODUCTS
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EXHIBIT 2
OEM Bundling Products
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EXHIBIT 3
SalesLogix's Reseller Program; Provisions Applicable to Reseller License
As a reseller of the Licensed Materials OEM Partner will be treated as a
SalesLogix "Business Partner," and each of the following conditions shall apply
to the reseller license granted to OEM Partner (hereafter referred to as
"Business Partner" in this Exhibit ) under the foregoing Agreement:
1. Non-Exclusivity; Other Distribution. Business Partner's rights to resell the
Licensed Materials are entirely non-exclusive. SalesLogix reserves the right
from time to time and in its sole discretion to increase or decrease the number
of authorized resellers of the Licensed Materials within and without the
Territory, and to distribute the Products using its own personnel or independent
sales representatives, or via any other distribution channel.
2. Distribution Limitations. The reseller license granted under this Agreement
is personal to Business Partner; Business Partner shall not authorize or appoint
any dealers, agents, representatives, sub-distributors, original equipment
manufacturers, value added resellers, systems integrators, or other third
parties to distribute or license the Licensed Materials under the Reseller
License.
3. Customer Licenses. Business Partner shall provide each Customer with the
original SalesLogix licenses included in the Documentation for the Licensed
Materials. Pursuant to the reseller license Business Partner shall market,
distribute, and resell the Licensed Materials only to end-user customers for
their own internal use and not for resale.
4. Copyright, Trademark and Proprietary Notices. Business Partner agrees not to
remove any copyright notices, trademark notices or any confidential or
proprietary legends from any Licensed Materials. Business Partner agrees to
reproduce all copyright, trademark and similar notices on all copies of the
Licensed Materials. No reproduction of Licensed Materials or any part thereof
may be made pursuant to the reseller license without the prior written
permission of the SalesLogix signed by an officer of SalesLogix.
5. Advertisement. Business Partner will not publish, nor cause or permit to be
published, any advertising referring in any way to SalesLogix or the Licensed
Materials without the prior written permission of the SalesLogix signed by an
officer of SalesLogix.
6. Discontinuing Products; Product Modifications. SalesLogix reserves the right,
at any time, to discontinue distribution of any or all of the Licensed Materials
or versions of the Licensed Materials, or to discontinue support, maintenance,
or the provision of new versions, updates, or corrections for any Licensed
Materials without liability under the reseller license. SalesLogix reserves the
night, at any time, to make such modifications to the Licensed Materials as it
sees fit in the operation, performance, or functionality of the Licensed
Materials.
7. Acceptance of Orders by SalesLogix. All orders placed with SalesLogix for
Licensed Materials shall be subject to acceptance by SalesLogix, in its sole
good faith discretion, at its principal place of business.
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8. Delivery Schedule and Delays. SalesLogix shall not be liable for any damages
to Business Partner or to any other person for SalesLogix's failure to fill any
orders or for any delay in delivery or error in filling orders for any reason
whatsoever. SalesLogix reserves the right to apportion Licensed Materials in its
sole discretion when demand exceeds available supply.
9. Partial Shipments. Unless Business Partner clearly directs otherwise,
SalesLogix may make partial shipments against Business Partner orders due to
availability of Licensed Materials, which shipments shall be separately invoiced
and paid by Business Partner upon shipment, without regard to subsequent
shipments.
10. SalesLogix Cancellation. SalesLogix reserves the right to cancel or delay
shipment of any orders placed by Business Partner and accepted by SalesLogix, if
Business Partner: (i) fails to make any payment as provided in this Agreement;
(ii) fails to meet reasonable financial requirements established by SalesLogix,
or (iii) otherwise fails to comply with the terms and conditions of this
Agreement.
11. Shipment. All Licensed Materials will be shipped F.O.B. point of
manufacture. All shipments will be made with shipping charges prepaid by
SalesLogix, and unless otherwise directed by Business Partner, SalesLogix shall
select a common carrier. SalesLogix shall not bear any liability regarding
delivery by that carrier. Costs for shipment shall be included in the invoice
price. Risk of loss shall be borne by Business Partner upon delivery of the
Products to the carrier for shipment.
12. Customer Prices. Business Partner shall be solely responsible for
determining its own retail prices for the Licensed Materials sold pursuant to
the reseller license.
13. Business Partner Price. Business Partner shall be entitled to receive the
Reseller Discounts set forth in Exhibit 6. All orders for SalesLogix's products
pursuant to the reseller license must have a confirming purchase order number
from Business Partner.
14. Payment. Payment for Licensed Materials shall be due and paid prior to
shipment of the Licensed Materials, except as otherwise agreed by SalesLogix and
Business Partner. SalesLogix reserves the right, in its discretion, and upon
satisfactory completion by Business Partner of SalesLogix's credit review, to
grant payment terms to Business Partner.
15. Demonstration Copies. SalesLogix shall provide Business Partner with a
demonstration copy of each of the Licensed Materials currently on SalesLogix's
retail price list. From time to time, SalesLogix may provide to Business Partner
additional sample copies of new versions of the Licensed Materials. Business
Partner may copy and distribute these demonstration copies at no charge to
Customers solely for demonstration and sales purposes. All demonstration copies
will be in some way limited versions of the Licensed Materials and may not be
represented or sold by the Business Partner as the actual Licensed Materials.
16. Marketing. Business Partner shall use its best efforts to promote and market
the Licensed Materials. Business Partner shall provide sufficient qualified
staff to carry out its obligation to actively market and solicit sales of
Licensed Materials. Business Partner will include a representative listing of
all Licensed Materials in applicable catalogs and published price lists.
Business Partner will display and demonstrate appropriately configured Licensed
Materials and
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prominently display Licensed Materials related literature at point of sale
locations. Business Partner shall have at least one (1) qualified individual
competent to demonstrate each Licensed Materials at each Business Partner
office. Business Partner shall pursue all marketing leads received from
SalesLogix.
17. Licensed Materials Applicability. Business Partner assumes sole
responsibility for the selection and recommendation of the Licensed Materials to
achieve the desired results and business purposes of end user customers.
18. SalesLogix Packaging. Business Partner will distribute the Licensed
Materials as shipped by SalesLogix, unopened with all packaging, documentation,
warranties, disclaimers, registration cards, and license agreements intact.
19. Licensed Materials Copying. Business Partner shall not under any
circumstances make any copies of the Licensed Materials without SalesLogix's
prior written permission except for evaluation copies as expressly permitted in
this Exhibit.
20. Customer License Enforcement. Business Partner shall use its best efforts to
assist SalesLogix in the protection of SalesLogix's legal rights and to enforce
the end user license agreements relating to the Licensed Materials. Business
Partner shall cooperate fully with SalesLogix in any action by SalesLogix in the
event of an actual or threatened violation of SalesLogix's proprietary rights by
any person or entity.
21. Support of Business Partner; Sale of Maintenance Support and Technical
Support. During the term of the Reseller License, SalesLogix shall provide the
Support described in EXHIBIT 8 to the Business Partner. A Customer of the
Business Partner who wishes to purchase extended Maintenance Support for the
Licensed Materials must execute a Maintenance Support agreement directly with
SalesLogix. Business Partner may sell technical support services directly to a
Customer or it may refer the Customer to SalesLogix for execution of a Technical
Support agreement directly with SalesLogix. In the event Business Partner
successfully refers a Customer to SalesLogix for execution of a Technical
Support agreement, SalesLogix shall remit to Business Partner twenty percent
(20%) of the Technical Support payments received from the Customer in connection
with the first twelve (12) months of the Technical Support agreement.
22. Marketing Practices. Business Partner shall: (i) perform its duties as
reseller in a manner that will preserve the reputation and promote the goodwill,
name, and interests of SalesLogix and the Licensed Materials; (ii) avoid
deceptive, misleading, or unethical practices that are or might be detrimental
to SalesLogix, the Licensed Materials or the public, including but not limited
to disparagement of SalesLogix or the Licensed Materials; (iii) make no false or
misleading representation with respect to the Licensed Materials or SalesLogix;
(iv) not publish or use any misleading or deceptive advertising material; and
(v) make no representations with respect to the Licensed Materials or SalesLogix
that are inconsistent with the literature distributed by SalesLogix, including
all warranties, disclaimers, and support policies contained in such literature.
23. Business Practices. Business Partner shall perform its duties in compliance
with all applicable laws and shall hold SalesLogix harmless and indemnify
SalesLogix for, from and
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against any loss, claim, damage, liability, or expense, including reasonable
attorney's fees, arising from any violation of law by Business Partner.
24. Use of SalesLogix System. Business Partner shall utilize the "SalesLogix
System" to obtain and report on leads generated by SalesLogix.
25. Licensed Materials Performance. SalesLogix will use its reasonable efforts
to make the Licensed Materials perform substantially in accordance with the
product description set forth in the relevant Documentation that accompanies the
Licensed Materials, as it may exist from time to time. However, Business Partner
acknowledges that inevitably some errors may exist in the Licensed Materials,
and the presence of such errors shall not be a breach of this provision.
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EXHIBIT 5
OEM Partner's Standard Form Evaluation License Agreement
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EXHIBIT 6
Annual Prepaid Royalty Fees, Royalty Calculations, Discounts and
Support Fees
ANNUAL PREPAID ROYALTY FEES
OEM Partner shall pay SalesLogix nonrefundable prepaid royalties of $ per
year during the term of this Agreement, said prepaid royalties owed in the first
year, to be paid as follows: $ due upon signing, $ to be paid on
, $ to be paid on , and $ to be paid on
. Subsequent prepaid royalty payments shall be made as follows:
Each of the foregoing payments shall be credited in full against OEM partner's
OEM Royalty obligations, based on license, support and maintenance fees, (but
not the Reseller Royalty obligations) to SalesLogix during the relevant ensuing
year. If the credit represented by a Prepaid Royalty Fee is not used up by the
end of the year following the due date for its payment, the credit not used up
shall be forfeited by OEM partner.
OEM ROYALTY CALCULATION
For each year that this Agreement remains in effect, the following discounts
shall apply to the calculation of OEM Royalties under the Agreement:
Aggregate OEM Royalties and fees paid to SalesLogix Year to Date
Discount
less than $250,000
$250,000 - $500,000
$500,000 - $1,000,000
$1,000,000 - $2,000,000
over $2,000,000
Upon each anniversary, the calculation of "OEM Royalties paid to SalesLogix Year
to Date" begins anew and the applicable discount reverts back to . Once OEM
partner passes an OEM Royalty threshold the change in applicable discount
applies prospectively and not retroactively.
MAINTENANCE FEES
In exchange for the maintenance of the product as described in EXHIBIT 8, OEM
partner will pay SalesLogix Maintenance fees equal to of the
published SRP of the SalesLogix
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product, not the selling price of the bundled OEM package. Maintenance Fees
shall be calculated each time an OEM Partner makes a calculation of OEM
Royalties payable to SalesLogix under this Agreement and shall be added to the
payment of OEM Royalties made, or charged against the advance, to SalesLogix.
SUPPORT FEES
In exchange for the OEM Support described in EXHIBIT 8, OEM Partner shall pay
SalesLogix Support Fees equal to of the published SRP of the SalesLogix
product, not the selling price of the bundled OEM package. Support Fees shall be
calculated each time an OEM Partner makes a calculation of OEM Royalties payable
to SalesLogix under this Agreement and shall be added to the payment of OEM
Royalties made, or charged against the advance, to SalesLogix.
RESELLER ROYALTY CALCULATION
OEM Partner is entitled to a discount of off of the published retail
prices for Licensed Materials shown in SalesLogix's retail price list in the
event the OEM Partner wishes to sell SalesLogix product without the OEM
Partner's bundled application.
OEM Partner's Reseller Royalties paid to SalesLogix shall be reviewed
semi-annually. If the Reseller Royalties paid to date are sufficient to
reasonably assume that the annual revenue goal will be met, OEM Partner's
discount stated above shall remain in effect. If the Reseller Royalties are
significantly above or below what would be reasonably expected, SalesLogix
reserves the right to adjust Business Partner's discount, with 30 days notice,
up or down according to SalesLogix's then current discounting policies.
As a Business Partner, OEM Partner is also entitled to a discount of for
all support service and product upgrade offerings shown on SalesLogix's retail
price list.
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EXHIBIT 7
SalesLogix Training
SalesLogix shall provide to OEM Partner the following sales, marketing and
technical training on the terms and conditions set forth herein:
1. Sales, Marketing and Technical Training. OEM Partner shall be entitled to
send two employees to SalesLogix's regularly scheduled training course on the
Licensed Materials. SalesLogix shall supply this training free of charge at
SalesLogix's facilities in Scottsdale, Arizona. OEM Partner shall pay for the
travel and living expenses for any employees it sends to SalesLogix for
training.
2. Training Documentation. SalesLogix hereby grants OEM Partner a license to
re-use, copy, modify and distribute SalesLogix training Documentation solely for
the purposes of training OEM Partner employees, customers and OEM Affiliates
worldwide.
3. SalesLogix Software Developer's Kit. Upon execution of this Agreement, OEM
Partner shall be provided with a copy of SalesLogix's Software Developer's Kit
to assist OEM Partner with the development of any interfaces between the
Licensed Materials and the OEM Bundling Products.
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EXHIBIT 8
SalesLogix Support
OEM SUPPORT
SalesLogix agrees to make available to OEM Partner the following support
services (collectively, "OEM Support") for the OEM Royalties and Maintenance
Royalties set forth herein:
1. SalesLogix shall appoint a designated developer who is expert in the
Designated Materials who shall be available to assist OEM Partner's designated
developer with technical and support issues relating to the Licensed Materials.
OEM Partner agrees that the support provided by SalesLogix's designated
developer shall be "third tier" (i.e., developer to developer) and that OEM
Partner shall remain responsible for all "first tier" (customer to support
staff) and "second tier" (support staff to OEM Partner development staff)
support of the OEM Bundling Products and the Licensed Materials embedded
therein.
2. SalesLogix's initial designated developer is:
-----------------------------------
-----------------------------------
-----------------------------------
Tel
--------------------------------
Fax
--------------------------------
E-mail
-----------------------------
3. OEM Partner's initial designated developer is:
-----------------------------------
-----------------------------------
-----------------------------------
Tel
--------------------------------
Fax
--------------------------------
E-mail
-----------------------------
Either party may change its designated developer from time to time upon written
notice to the other.
4. OEM Partner shall be provided "Business Partner" level access to the support
sections of SalesLogix's web site.
5. Product Updates: From time to time SalesLogix may develop permanent fixes or
solutions to known problems or bugs in the Licensed Materials and incorporate
them into a formal "Update" to the Licensed Materials. SalesLogix will provide
OEM Partner with the Update and related Documentation, both at no additional
charge to the OEM Partner.
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6. Product Upgrades: From time to time SalesLogix may release to its end users a
major revision to the Licensed Materials which adds new and different functions
or capabilities to the Licensed Materials ("Upgrade"). SalesLogix will provide
OEM Partner with the Upgrade and related Documentation, both at no additional
charge to the OEM Partner.
RESELLER SUPPORT
SalesLogix agrees to make available to OEM Partner the following support
services (collectively, "Reseller Support") for the Reseller Royalties and
Maintenance Royalties set forth herein:
1. OEM Partner, as a Business Partner, will be given access to SalesLogix's
technical support telephone line, along with access authorization for technical
support. On-site technical support may be provided by SalesLogix on a
case-by-case basis at SalesLogix's then-current fees or for a fee mutually
agreed to by Business Partner.
2. OEM Partner, as a Business Partner, shall be provided "Business Partner"
level access to the support sections of SalesLogix's web site.
3. Product Updates: From time to time SalesLogix may develop permanent fixes or
solutions to known problems or bugs in the Licensed Materials and incorporate
them into a formal "Update" to the Licensed Materials. SalesLogix will provide
OEM Partner with the Update and related Documentation, both at no additional
charge to the OEM Partner.
4. Product Upgrades: From time to time SalesLogix may release to its end users a
major revision to the Licensed Materials which adds new and different functions
or capabilities to the Licensed Materials ("Upgrade"). SalesLogix will provide
OEM Partner with the Upgrade and related Documentation, both at no additional
charge to the OEM Partner.
5. Telephone and Electronic Mail Assistance: OEM Partner, as a Business Partner,
will be given the telephone number for SalesLogix's support line and will be
entitled to contact the support line during normal operating hours (between 8:00
a.m. and 5:00 p.m. U.S. Mountain Standard Time) on regular business days,
excluding SalesLogix holidays, to consult with SalesLogix technical analysts
concerning problem resolution, bug reporting, documentation clarification, and
general technical guidance. OEM Partner, as a Business Partner, may also contact
SalesLogix through electronic mail. SalesLogix will assist the OEM Partner in
utilizing the Licensed Materials and in identifying and providing workarounds,
if possible, for problems found within the Licensed Materials. Assistance may
include communicating via modem from SalesLogix's facilities or through an
electronic bulletin board.
6. Problem Reporting: OEM Partner, as a Business Partner, may submit to
SalesLogix requests identifying potential problems in the Licensed Materials.
Requests should be in writing and directed to SalesLogix by mail, courier or by
FAX. SalesLogix retains the right to determine the final disposition of all
requests, and will inform OEM Partner of the disposition of each request. If
SalesLogix decides in its sole judgment to act upon a request, it will do so by
providing a Bug Fix as described below.
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7. Bug Fixes: SalesLogix will use reasonable efforts to provide an avoidance
procedure for and a correction of each material defect in the Licensed Materials
that causes the Licensed Materials not to conform in all material respects with
the SalesLogix Documentation (a "Bug Fix").
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