1
EXHIBIT 10.10
[XXXXXXXX CONSULTING LOGO] U.S. License Agreement
Dated 11/3/95
--------------------------------
Xxxxxxxx Consulting LLP ("Xxxxxxxx"),
00 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 and
COMPLETE BUSINESS SOLUTIONS, INC. ("Client")
-------------------------------------------------------------
agree to the following provisions.
--------------------------------------------------------------------------------
1. GRANT OF LICENSE
1.1 This Agreement, together with the associated Schedule(s) for computer
software and related materials (the "Products"), describe the provisions of
Xxxxxxxx'x xxxxx of license to Client to use the Products.
1.2 Client may make a reasonable number of copies of the Products for use as
expressly permitted in this Agreement and for back-up and archival purposes.
Client will reproduce and include the copyright notices and other
restrictive and proprietary legends from the original on all copies, partial
copies, and derivative works, all of which will be subject to the provisions
of this Agreement.
2. MAINTENANCE SERVICES
2.1 Maintenance is comprised of the following:
2.1.1 Program and Documentation additions, changes, corrections,
improvements, modifications, and refinements that are generally made
available for no additional fee by Xxxxxxxx to its clients receiving
Maintenance ("Enhancements"); and
2.1.2 Telephone assistance for problem identification, problem diagnosis,
and usage concerns ("Telephone Support").
2.2 For the Products that have a Maintenance Term specified in the applicable
Schedule, Xxxxxxxx will provide Maintenance during the Maintenance Term and
the associated Maintenance Fee will be specified in the Schedule. Following
the expiration of a Maintenance Term, Maintenance, if then available, may be
provided according to the provisions of a separate Schedule.
2.3 Client is responsible for the installation of the Products and the
Enhancements, all of which will be subject to the provisions of this
Agreement.
3. WARRANTY
3.1 For the Products that have a Warranty Term specified in the applicable
Schedule, Xxxxxxxx warrants that the Products will operate in substantial
conformance with the applicable user documentation during the Warranty Term.
Xxxxxxxx'x warranty obligation is to use its best efforts to correct any
such nonconformance.
3.2 This warranty is contingent on the installation of all Enhancements provided
by Xxxxxxxx. Client agrees to provide reasonable assistance to Xxxxxxxx to
support Xxxxxxxx'x investigation of a problem or error related to the
Products. This warranty applies whether or not the Products have been
modified, as long as the nonconformance also exists in the unmodified
Products or Enhancements supplied by Xxxxxxxx, but does not apply to
combinations of routines that are not stated in the applicable user
documentation.
3.3 PRODUCTS THAT HAVE NO WARRANTY TERM SPECIFIED IN THE APPLICABLE SCHEDULE ARE
PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. THE WARRANTY STATED IN THIS
SECTION IS THE ONLY WARRANTY MADE BY XXXXXXXX IN CONNECTION WITH THE
PRODUCTS. XXXXXXXX MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND,
INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
4. OWNERSHIP AND USE
4.1 The Products are either proprietary to Xxxxxxxx and include trade secrets
(and may include Products for which a patent has been applied for or issued)
or they are Products that are proprietary to third parties that Xxxxxxxx has
the right to distribute. All copyrights, patents, trade secrets, and any
other intellectual property rights related to the Products, and related to
all copies, partial copies, adaptations, additions, collective works,
compilations, derivative works, enhancements, modifications, and
translations of the Products, will remain in or are assigned to Xxxxxxxx.
4.2 Client agrees to hold the Products in confidence and to safeguard them from
disclosure to third parties and from unauthorized reproduction and use.
However, Client may disclose the Products to third parties performing
services for Client, provided the third parties sign a nondisclosure
agreement with Xxxxxxxx prior to their use or access. If provided in object
code form, the Products may not be decompiled, disassembled, or reverse
engineered.
4.3 The license for the Products is non-exclusive and may not be assigned,
leased, sublicensed, or otherwise transferred, whether or not incorporated
or merged into other programs or materials. The Products may only be used
in the conduct of Client's internal data processing operations, and may not
be used for the U.S. Government or to provide services (such as systems
management or time-sharing) for a third party.
5. INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION
5.1 Xxxxxxxx will defend any claim against Client and pay the damages and costs
finally awarded against Client by a court of competent jurisdiction to the
extent the Products supplied by Xxxxxxxx constitute an infringement of any
copyright, trade secret, or presently existing U.S. patent. This obligation
is contingent on Client's prompt written notification to Xxxxxxxx of the
claim, Xxxxxxxx'x retention of sole control of the defense and settlement
negotiations related to the claim and Client's assistance (at Xxxxxxxx'x
expense) in the defense or settlement of the claim.
2
5.2 Where a Product is held to be infringing or where Xxxxxxxx believes it may
be infringing, Xxxxxxxx may, at its expense and option: obtain for Client
the right to continue using the Product; replace the Product with a
non-infringing product of similar functionality; modify the Product so it is
not infringing; or terminate Client's license for the Product and return the
associated License Fee paid, prorated equally over a five-year period from
the license date.
5.3 Xxxxxxxx will not be liable to Client if an infringement claim is based on:
use of the Products in combination with any product, software or system not
supplied by Xxxxxxxx; modification of the Products supplied by Xxxxxxxx in a
manner causing them to become infringing; or use of any version or release
of the Products where use of the most current version or release would have
avoided the claim of infringement.
5.4 Client is responsible for the use and operation of the Products and Client
will hold Xxxxxxxx harmless from any claims by a third party related to the
use or operation of the Products by Client or a third party, except for
claims that are Xxxxxxxx'x responsibility in this Section.
5.5 THE REMEDIES STATED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDIES OF
CLIENT WITH RESPECT TO ANY CLAIM OF INFRINGEMENT RELATED TO THE PRODUCTS.
6. PAYMENT
The License Fee and any Maintenance Fee for the Products will be specified
in the Schedules. The License Fee is payable by Client within 30 days of
the effective date of the applicable Schedule and the Maintenance Fee is
payable by Client prior to the start of the applicable Maintenance Term.
Client agrees to pay all applicable taxes resulting from any transaction
under this Agreement, except taxes based on Xxxxxxxx'x income.
7. TERM AND TERMINATION
7.1 This Agreement and each Schedule will be effective on the date each is
signed by both parties. The license term for each Product will be 20 years
and is renewable by mutual agreement for no additional fee.
7.2 Either party may terminate any or all Schedules if the other party
materially breaches a provision of this Agreement or any Schedule and fails
to correct the breach within 30 days following written notice of the breach.
Upon termination of a Schedule or expiration of a license, Client agrees to
cease using the Products licensed under the Schedule and agrees to destroy
all copies of the Products in all forms, partial and complete, in all types
of media and computer memory, whether or not modified or merged into other
programs or materials. The provisions of Sections 4, 5, and 8 will survive
the termination of this Agreement or any Schedule.
8. LIMITATION OF LIABILITY
Xxxxxxxx'x liability for any claim related to a Product, regardless of the
form of action (whether in contract or tort, including negligence, or by
statute) will in no event exceed the License Fee paid for the Product or, to
the extent the claim relates to Maintenance, the fee paid for Maintenance.
In no event will Xxxxxxxx be liable for any indirect, incidental, special,
consequential, or punitive damages, including lost profits or savings, even
if Client has advised Xxxxxxxx of their possibility.
9. GENERAL
9.1 The laws of the State of Illinois will govern this Agreement.
9.2 Any provision of this Agreement that is held to be invalid, illegal,
unenforceable, or void will in no way affect any other provision.
9.3 Neither party will be liable to any other party for any delay, error,
failure in performance, or interruption of performance resulting directly or
indirectly from causes beyond that party's reasonable control.
9.4 No waiver of any provision of this Agreement or any right or obligation of a
party will be effective unless there is a signed writing evidencing the
waiver. The failure of a party to enforce a right will not constitute a
waiver of the right.
9.5 The provisions of this Agreement will be binding on the parties' successors
and assigns. Client may not assign or transfer this Agreement, in whole or
in part, without the prior written consent of Xxxxxxxx and any assignment,
transfer or attempt to assign or transfer by Client without consent will be
void. Xxxxxxxx reserves the right to assign this Agreement.
9.6 This Agreement will not be amended or modified other than in a writing
signed by both parties. The provisions in each Schedule will govern
conflicts between this Agreement and the Schedule for the Products licensed
in the Schedule. Any purchase order or other form supplied by Client is for
its administrative convenience only and will not bind either party.
9.7 The provisions set forth in this Agreement constitute all the
understandings and agreements between the parties with respect to the
Products. Any prior agreements, letters, negotiations, promises,
proposals, quotations, representations, or statements that are not
expressly set forth in this Agreement are of no force or effect.
941201
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XXXXXXXX CONSULTING LLP Complete Business Solutions, Inc.
By Xxxxxx X. Xxxxx By Xxxxxx Xxxxxx
-------------------------------- ----------------------------------
Printed Name Xxxxxx X. Xxxxx Printed Name Xxxxxx Xxxxxx
---------------------- ------------------------
Title Managing Director Foundation Title VP TECHNOLOGY
Software Organization ------------------------------
----------------------------
Date November 28, 1995 Date 11/3/95
----------------------------- ---------------------------------
3
METHOD/1(R) SCHEDULE DATED
----------------------
TO THE
XXXXXXXX CONSULTING U.S. LICENSE AGREEMENT DATED NOVEMBER 3, 1995
---------------------------
PRODUCT
X METHOD/1 Methodology, V9.5
---
X METHOD/1 Guide, V9.5
---
X METHOD/1 Tools, V3.0
---
- Project Bridge Modeler Component Enablements Files
- Project Workbench for Windows Component Enablement Files
X METHOD/1 Methods Architect Enablement Files, V1.0
---
LICENSE FEE: $59,000, plus tax if applicable, payable within 30 days of
the delivery of the Product.
RESTRICTED USE
Product Components Licensed Number Permitted Use
------------------ --------------- -------------
METHOD/1 Methodology Users Licensed: 1-10 The Methodology may be used at any Client locations by
------ the Licensed Number of Users, where a User is defined as
any person who accesses or otherwise makes use of the
Methodology
METHOD/1 Guide METHOD/1 Guide: 10 The METHOD/1 Guide, Tools, and Methods Architect
------ Enablement Files may only be used on the Licensed
METHOD/1 Tools METHOD/1 Tools: 4 Number of Workstations, where a Workstation is defined
------ as a personal computer with stand-alone or network access
METHOD/1 Methods METHOD/1 Methods Architect to the Product, at the following site(s):
Architect Enablement Enablement Files: 1
Files --------- -------------------------------------------------------------
TERMS
License Term: 20 years, renewable for 5 year terms with Xxxxxxxx'x consent
for no additional fee.
Warranty Term: 6 months for no additional fee, starting on the date of
delivery of the Products.
Maintenance Term: 6 months for no additional fee, starting on the date of
delivery of the Products.
ABT PRODUCTS
X Project Workbench Professional (includes Project Bridge Modeler and
--- Project Workbench for Windows components). The use of Project
Workbench Professional is limited to one Workstation for each METHOD/1 Tools
Workstation licensed.
X Methods Architect - the use of Methods Architect is limited to one
--- Workstation for each METHOD/1 Tools Methods Architect Enablement Files
Workstation licensed.
In conjunction with this license, Xxxxxxxx will arrange for the procurement and
delivery of the products that are proprietary to Applied Business Technology
Corporation (the "ABT Products") as specified above and the fees for the ABT
Products are included in the METHOD/1 license fee. Subject to the use
restrictions above, Client's license for the ABT Products is governed by the
license agreement accompanying them. Xxxxxxxx will provide telephone support for
the ABT Products as part of METHOD/1 Maintenance, however the ABT Products are
provided from Xxxxxxxx "as is" without any kind of warranty (although defect
corrections may be available under the separate ABT license agreement).
XXXXXXXX CONSULTING LLP COMPLETE BUSINESS SOLUTIONS, INC.
BY BY Xxxxxx Xxxxxx
---------------------------------- --------------------------------------
PRINTED NAME PRINTED NAME Xxx Xxxxxx
------------------------ ----------------------------
TITLE TITLE Vice President, Technology
------------------------------- -----------------------------------
DATE DATE 11/21/95
------------------------------- -----------------------------------
4
METHOD/1(R) SCHEDULE DATED DECEMBER 28, 1995
TO THE
XXXXXXXX CONSULTING LICENSE AGREEMENT DATED NOVEMBER 3, 1995
PRODUCT
X METHOD/1 Methodology, Version and Release V.5
-----
X METHOD/1 Guide, Version and Release V.5
-----
METHOD/1 Tools, Version and Release
----- ---------
Project Bridge Modeler Component Enablements Files
-----
Project Workbench for Windows Component Enablement Files
-----
METHOD/1 Methods Architect Enablement Files, Version and Release
----- -----
LICENSE FEE: $33,000 plus tax if applicable, payable within 30 days of the
delivery of the Product.
RESTRICTED USE
Product Components Licensed Number Permitted Use
------------------ --------------- -------------
METHOD/1 Methodology Users Licensed: 11-50 The Methodology may be used at any Client locations by
the Licensed Number of Users, where a User is defined as
any person who accesses or otherwise makes use of the
Methodology.
*METHOD/1 Guide METHOD/1 Guide: 15 The METHOD/1 Guide, Tools, and Methods Architect
Enablement Files may only be used on the Licensed
METHOD/1 Tools METHOD/1 Tools: Number of Workstations, where a Workstation is defined as
a personal computer with stand-alone or network access to
METHOD/1 Methods METHOD/1 Methods Architect the Product, at the following site(s):
Architect Enablement Files Enablement Files:
---------- ----------------------------------------------------------
TERMS
License Term: 20 years, renewable for 5 year terms with Xxxxxxxx'x consent for no additional fee.
Warranty Term: 6 months for no additional fee, starting on the date of delivery of this Schedule.
Maintenance Term: 6 months for no additional fee, starting on the date of delivery of this Schedule.
ABT PRODUCTS
Project Workbench Professional (includes Project Bridge Modeler and Project Workbench for Windows components).
-------- The use of the Project Workbench Professional is limited to one Workstation for each METHOD/1 Tools Workstation licensed.
Methods Architect - the use of the Methods Architect product is limited to one Workstation for each METHOD/1 Tools
-------- Methods Architect Enablement Files Workstation licensed
In conjunction with this license, Xxxxxxxx has or will arrange for the procurement and delivery of the products that are
proprietary to Applied Business Technology Corporation (the "ABT Products") as specified above and the fees for the ABT
Products are included in the METHOD/1 license fee. Subject to the use restrictions above, Client's license for the ABT
Products is governed by the license agreement accompanying them. Xxxxxxxx will provide telephone support for the ABT
Products as part of METHOD/1 Maintenance, however the ABT Products are provided from Xxxxxxxx "as is" without any
kind of warranty (although defect corrections may be available under the separate ABT license agreement).
XXXXXXXX CONSULTING LLP COMPLETE BUSINESS SOLUTIONS, INC.
BY BY XXXXXX XXXXXX
----------------------------------------------- ---------------------------------------------------
PRINTED NAME PRINTED NAME XXXXXX XXXXXX
----------------------------------------------- ---------------------------------------------------
TITLE TITLE VICE PRESIDENT, TECHNOLOGY
----------------------------------------------- ---------------------------------------------------
DATE DATE DECEMBER 28, 1995
----------------------------------------------- ---------------------------------------------------
5
ADDENDUM
TO XXXXXXXX CONSULTING LICENSE AGREEMENT
WITH
COMPUTER BUSINESS SOLUTIONS, INC.
This Addendum, dated Nov 3, 1995, hereby amends, to the extent specified
herein, the terms and conditions of the Xxxxxxxx Consulting License Agreement,
date Nov 3, 1995, (the "Agreement") with Computer Business Solutions, Inc.
("CBSI") and the Schedule for METHOD/1 dated Nov 3, 1995 (the
"Schedule"). In the event any term or condition of this Addendum conflicts
with any term of the above referenced documents, the provisions of this
Addendum shall control.
Notwithstanding the site address set forth in the Restricted Use portion
of the Schedule, Xxxxxxxx agrees that CBSI may use the METHOD/1 Guide at
its client sites worldwide subject to the following restrictions:
(1) Only one (1) copy of the METHOD/1 Guide is permitted to be used at
each CBSI client site by CBSI's Project Manager;
(2) CBSI will not install or use the METHOD/1 Guide on a client's
computer [e.g. a Local Area Network (LAN) or other server] and the
METHOD/1 Guide may only be installed and used on a single
stand-alone workstation or lap top computer. However, CBSI's
Project Manager may use a stand alone or lap top computer that is
connected to a client's LAN or other server, so long as the
METHOD/1 Guide is not installed on, or accessible through, the
client's LAN or other server;
(3) CBSI's use of the METHOD/1 Guide at all locations shall not exceed
the total restriction on the number of workstations in the
Schedule; and
(4) CBSI agrees to be responsible for all import and export laws,
regulations, taxes and/or other rules applicable to the transport
or use of the METHOD/1 Guide as permitted in this Addendum.
Upon Xxxxxxxx'x reasonable request, CBSI will provide Xxxxxxxx with written
confirmation of all of its client sites using the METHOD/1 Guide and of the
total number of its workstations using the METHOD/1 Guide.
In addition to using the METHOD/1 Guide as set forth in the Agreement and
this Addendum, CBSI may use any workplans, in the form of computer
printouts and spreadsheets, that it develops from the METHOD/1
Product and the ABT Project Workbench software portion of the METHOD/1
Product, in diskette or electronic form, at its customers' locations in
order to perform engagements at those locations for its customers and to
train its customers' employees, provided the workplans do not contain any
portion of the METHOD/1 Product.
6
Xxxxxxxx agrees to provide Maintenance Services for the METHOD/1 Product
through a single, central, CBSI point of contact location. Such
Maintenance Services shall consist of the provision by Xxxxxxxx of (a) one
copy of the METHOD/1 Product Enhancements to CBSI whereby CBSI shall be
responsible for distribution of such to all of its locations, and (b)
Telephone Support for all CBSI locations through a single, central, CBSI
point of contact location.
This Addendum shall be effective when signed by both Xxxxxxxx and CBSI.
XXXXXXXX CONSULTING LLP COMPUTER BUSINESS SOLUTIONS, INC.
By: Xxxxxx X. Xxxxx By: Xxxxxx Xxxxxx
------------------------------- ---------------------------------
XXXXXX XXXXXX
Title: Managing Director, Title: VP TECHNOLOGY
Foundation Software Organization -----------------------------
---------------------------------
Date: November 29, 1995 Date: 11/6/95
----------------------------- ------------------------------
7
DESIGN/1(R) SCHEDULE DATED
------------------
TO THE
XXXXXXXX CONSULTING LICENSE AGREEMENT DATED NOVEMBER 3, 1995
--------------------
PRODUCT: DESIGN/1, VERSION AND RELEASE 7.1
-----
X
----- DOS/Windows Platform
DESIGN/1 elements are:
- 25
---- set(s) of Programs (provided in object code form only) and 2 set(s) of
Documentation. ---
- Tutorial
- Participant guides for any training courses attended
LICENSE FEE: Total: $99,875, plus tax if applicable, payable within 30 days of the effective date of this
------
Schedule.
RESTRICTED USE: The Products may only be used on the number of Workstations specified below at the site
specified below (Workstations are defined as personal computers with stand-alone or network
access to the Products).
Site:
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Number of Workstations licensed under this schedule 25
----
Number of Workstations previously licensed 0
---
Total number of Workstations licensed 25
====
LICENSE TERM: 20 years, renewable for 5 year terms with Xxxxxxxx'x consent for no additional fee.
WARRANTY TERM: 6 months, starting on the effective date of this Schedule, for no additional fee.
MAINTENANCE
SERVICES TERM: 6 months, starting on the effective date of this Schedule, for no additional fee.
TERMINATION
OPTION: Client may terminate schedule on or before September 30, 1996 by sending written notice no later than
September 30, 1996.
XXXXXXXX CONSULTING LLP COMPLETE BUSINESS SOLUTIONS, INC.
By Xxxxxx X. Xxxxx By Xxxxxx Xxxxxx
------------------------------------- --------------------------------------
Printed Name Xxxxxx X. Xxxxx Printed Name Xxx Xxxxxx
---------------------------- ----------------------------
Title Partner Title Vice President, Technology
---------------------------------- -----------------------------------
Date September 30, 1996 Date 08/30/96
----------------------------------- ------------------------------------
8
METHOD/1(R) SCHEDULE DATED DECEMBER 28, 1995
-----------------
TO THE
XXXXXXXX CONSULTING LICENSE AGREEMENT DATED NOVEMBER 3, 1995
----------------
PRODUCT
X METHOD/1 Methodology, Version and Release V.5
----- ----
X METHOD/1 Guide, Version and Release V.5
----- ---------
METHOD/1 Tools, Version and Release
----- ---------
Project Bridge Modeler Component Enablement Files
Project Workbench for Windows Component Enablement Files
METHOD/1 Methods Architect Enablement Files, Version and Release
----- ------
LICENSE FEE: $33,000 plus tax if applicable, payable within 30 days of the
--------- delivery of the Product.
RESTRICTED USE
Product Components Licensed Number Permitted Use
------------------ --------------- -------------
METHOD/1 Methodology Users Licensed: 11.0 The Methodology may be used at any Client locations by
----- the Licensed Number of Users, where a User is defined as
any person who accesses or otherwise makes use of the
Methodology.
METHOD/1 Guide METHOD/1 Guide: 5 The METHOD/1 Guide, Tools, and Methods Architect
----- Enablement Files may only be used on the Licensed
METHOD/1 Tools METHOD/1 Tools: Number of Workstations, where a Workstation is defined as
a personal computer with stand-alone or network access to
METHOD/1 Methods METHOD/1 Methods Architect the Product, at the following site(s):
Architect Enablement Enablement Files:
Files ------ ---------------------------------------------------------
TERMS
License Term: 20 years, renewable for 5 year terms with Xxxxxxxx'x consent
for no additional fee.
Warranty Term: 6 months for no additional fee, starting on the date of
delivery of this Schedule.
Maintenance Term: 6 months for no additional fee, starting on the date of
delivery of this Schedule.
ABT PRODUCTS
_____Project Workbench Professional (Includes Project Bridge Modular and Project
Workbench for Windows components). The use of the Project Workbench
Professional is limited to one Workstation for each METHOD/1 Tools Workstation
licensed.
_____Methods Architect- the use of the Methods Architect product is limited to
one Workstation for each METHOD/1 Tools Methods Architect Enablement Files
Workstation licensed.
In conjunction with this license, Xxxxxxxx has or will arrange for the
procurement and delivery of the products that are proprietary to Applied
Business Technology Corporation (the "ABT Products") as specified above and the
fees for the ABT Products are included in the METHOD/1 license fee. Subject to
the use restrictions above, Client's license for the ABT Products is governed by
the license agreement accompanying them. Xxxxxxxx will provide telephone
support for the ABT Products as part of METHOD/1 Maintenance, however the ABT
Products are provided from Xxxxxxxx "as is" without any kind of warranty
(although defect corrections may be available under the separate ABT license
agreement).
XXXXXXXX CONSULTING LLP COMPLETE BUSINESS SOLUTIONS, INC.
By Xxxxxxx X. Xxxxxx, Xx. By Xxxxxx Xxxxxx
--------------------------------- -------------------------------------
Printed Name Xxxxxxx X. Xxxxxx, Xx. Printed Name Xxxxxx Xxxxxx
----------------------- ---------------------------
Title Managing Partner, Software Title Vice President, Technology
Products ----------------------------------
------------------------------
Date January 2, 1996 Date December 28, 1995
------------------------------- -----------------------------------
9
U.S. NONDISCLOSURE AGREEMENT
[XXXXXXXX
CONSULTING LOGO]
Recipient: CBSI - Complete Business Solutions, Inc.
Address: 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000-0000
Materials:
/ / FOUNDATION(R) Design /X/ METHOD/1(R) / / MAC-PAC(R) OPEN
/ / FOUNDATION(R) Construction / / DESIGN/1(R) /X/ OTHER METHOD/1 TOOLS
/ / FOUNDATION(R) Production / / INSTALL/1/(R) ABT's Project Bridge Modeler Software
/ / PLAN/1(TM) ABT's Project Workbench Software
Methods Architect Software
Components: /X/ Documentation /X/ Software (if left blank, documentation and software will be provided)
Version/Release: 9.5 Hardware Platform: PC Systems Software: WINDOWS
Modules: ______________________________________________________________________________________________________
PERMITTED USE:
/X/ To evaluate the features and functions of the Materials
/ / To assist in performing services for the benefit of ___________________________________, a licensee of the
Materials, but subject to the quantity-related use restrictions (CPU, workstation, number of users, etc.) in licensee's
license agreement
/ / To provide data processing services for the benefit of ________________________________, a licensee of the
Materials, but subject to the quantity-related use restrictions (CPU, workstation, number of users, etc.) in licensee's
license agreement
/ / For internal training purposes of Recipient
/ / For business discussions between Recipient and Xxxxxxxx regarding: ___________________________________________________________
______________________________________________________________________________________________________________________________
USE PERIOD:
Until July 14, 1995 (if left blank, the Use Period is 30 days from receipt of the Materials).
USE RESTRICTIONS:
additions, modifications and derivative works of the Materials
(including all intellectual property rights) and Recipient
Xxxxxxxx Consulting LLP ("Xxxxxxxx") agrees to provide Recipient agrees to sign the appropriate documentation to achieve the
with the proprietary and trade secret Materials for the objectives of this provision.
Permitted Use at the Address during the Use Period;
Recipient agrees not to use the Materials for any other purpose. The Materials are provided "as is" and without any express or
implied warranties, maintenance services or support services.
Recipient agrees that only its employees may use the Materials. In exchange for access to the Materials, Recipient waives any
Recipient will use reasonable efforts to prevent the disclosure claim for loss or damage against Xxxxxxxx in connection with
of the Materials to any third party and will treat the Materials the Materials and Xxxxxxxx will not be liable for any damages
in the same way it treats its own confidential information of such as direct, consequential, incidental or indirect damages,
like kind. This provision will not apply to information which even if it has been advised of their possibility.
is in the public domain, is previously known to Recipient
without an obligation of confidentiality, is independently This Agreement will be effective on Recipient's first receipt
developed by Recipient, or is obtained by Recipient from a of the Materials and will continue after Recipient returns the
third party that does not have an obligation to keep the Materials to Xxxxxxxx. All forms of the Materials will be
information confidential. returned to Xxxxxxxx by Recipient at the end of the Use Period
or if Recipient breaches this Agreement. Recipient cannot
Recipient will not make any copies of the Materials without transfer or assign this non-exclusive Agreement any attempt
written permission from Xxxxxxxx and Recipient agrees that any to do so is void. This Agreement can only be amended or
copies and partial copies of the Materials will include the modified in writing, supersedes any prior agreements regarding
copyright and other proprietary notices from the original. All the Materials and is the only agreement between the parties
rights in the Materials will remain in or are assigned to regarding the Materials.
Xxxxxxxx or its third party suppliers, including all rights in
copies, partial copies, translations, adaptions,
RECIPIENT: COMPLETE BUSINESS SOLUTIONS, INC. XXXXXXXX CONSULTING LLP
BY Xxxxxx Xxxxxx BY
__________________________________________________ _________________________________________________________
PRINTED NAME XXXXXX XXXXXX PRINTED NAME
_________________________________________________________
TITLE VP TECHNOLOGY TITLE
__________________________________________________ _________________________________________________________
DATE 6/28/95 DATE
__________________________________________________ _________________________________________________________
10
U.S. NONDISCLOSURE AGREEMENT
RECIPIENT: COMPLETE BUSINESS SOLUTIONS, INC. (CBSI)
_____________________________________________________________________________________________________________________
ADDRESS: _____________________________________________________________________________________________________________________
MATERIALS:
/ / FOUNDATION(R) Design / / METHOD/1(R) / / MAC-PAC(R) OPEN
/ / FOUNDATION(R) Construction /X/ DESIGN/1(R) / / OTHER ________________________________________________
/ / FOUNDATION(R) Production / / INSTALL/1(R) ________________________________________________
/ / PLAN/1(TM) ________________________________________________
Components: / / Documentation / / Software (if left blank, documentation and software will be provided)
Version/Release: 7.1 Hardware Platform: ______________________________ Systems Software: _________________________
Modules: ______________________________________________________________________________________________________
PERMITTED USE:
/X/ To evaluate the features and functions of the Materials
/ / To assist in performing services for the benefit of ___________________________________, a licensee of the
Materials, but subject to the quantity-related use restrictions (CPU, workstation, number of users, etc.) in licensee's
license agreement
/ / To provide data processing services for the benefit of ________________________________, a licensee of the
Materials, but subject to the quantity-related use restrictions (CPU, workstation, number of users, etc.) in licensee's
license agreement
/ / For internal training purposes of Recipient
/ / For business discussions between Recipient and Xxxxxxxx regarding: ___________________________________________________________
______________________________________________________________________________________________________________________________
USE PERIOD:
Until 30 Days (if left blank, the Use Period is 30 days from receipt of the Materials).
USE RESTRICTIONS:
additions, modifications and derivative works of the Materials
(including all intellectual property rights) and Recipient
Xxxxxxxx Consulting LLP ("Xxxxxxxx") agrees to provide Recipient agrees to sign the appropriate documentation to achieve the
with the proprietary and trade secret Materials for the Permitted objectives of this provision.
Use at the Address during the Use Period; Recipient agrees not to
use the Materials for any other purpose. The Materials are provided "as is" and without any express or
implied warranties, maintenance services or support services.
Recipient agrees that only its employees & subcontractors may In exchange for access to the Materials, Recipient waives any
use the Materials. Recipient will use reasonable efforts to claim for loss or damage against Xxxxxxxx in connection with
prevent the disclosure of the Materials to any third party and the Materials and Xxxxxxxx will not be liable for any damages
will treat the Materials in the same way it treats its own such as direct, consequential, incidental or indirect damages,
confidential information of like kind. This provision will even if it has been advised of their possibility.
not apply to information which is in the public domain, is
previously known to Recipient without an obligation of This Agreement will be effective on Recipient's first receipt
confidentiality, is independently developed by Recipient, of the Materials and will continue after Recipient returns the
or is obtained by Recipient from a third party that does not Materials to Xxxxxxxx. All forms of the Materials will be
have an obligation to keep the information confidential. returned to Xxxxxxxx by Recipient at the end of the Use Period
or if Recipient breaches this Agreement. Recipient cannot
Recipient will not make any copies of the Materials without transfer or assign this non-exclusive Agreement any attempt
written permission from Xxxxxxxx and Recipient agrees that any to do so is void. This Agreement can only be amended or
copies and partial copies of the Materials will include the modified in writing, supersedes any prior agreements regarding
copyright and other proprietary notices from the original. All the Materials and is the only agreement between the parties
rights in the Materials will remain in or are assigned to regarding the Materials.
Xxxxxxxx or its third party suppliers, including all rights in
copies, partial copies, translations, adaptions,
RECIPIENT: COMPLETE BUSINESS SOLUTIONS, INC. XXXXXXXX CONSULTING LLP
BY Xxxxxx Xxxxxx BY
__________________________________________________ _________________________________________________________
PRINTED NAME XXXXXX XXXXXX PRINTED NAME
_________________________________________ _________________________________________________________
TITLE VP TECHNOLOGY TITLE
__________________________________________________ _________________________________________________________
DATE 8/13/96 DATE
__________________________________________________ _________________________________________________________
11
U.S. NONDISCLOSURE AGREEMENT
INSTRUCTIONS FOR USE
RECIPIENT:
This should be the recipient's full legal name (the full legal name should
include the word "corporation", "company", "incorporated", "limited" or an
abbreviation of one of these).
ADDRESS:
This should be the specific address including street number, street name, city
and state where the recipient will use the materials.
MATERIALS:
Indicate which materials will be provided by checking the appropriate box for
the product. If the materials are not listed, indicate a detailed description
of what will be provided in the space marked "Other".
Components: If only documentation or only software is to provided,
indicate which will be provided by checking the appropriate box. If no
component box is checked, both documentation and software will be
provided.
Version/Release: If applicable, specify the available version and
release, e.g. V1.0, of the materials to be provided.
Hardware Platform: If applicable, specify the computer hardware on
which the materials will operate, e.g. IBM AS/400.
Systems Software: If appropriate, specify the systems software with
which the software is compatible, e.g. DOS-Windows or OS/2.
Modules: If applicable, specify all of the modules that will be
provided, e.g. Accounts Payable, Accounts Receivable, Xxxx of Documents,
etc.
Important Note: No agreement should be submitted to a client or signed by
either party until the specific materials referenced in the agreement are
available for delivery. If the materials are still under development, the
contract should not be delivered to the client until the materials are actually
developed, manufactured/copied and made ready for shipment.
PERMITTED USE:
This form is designed for several uses:
- "To evaluate the features and functions...." This use allows the
client to evaluate the materials. For software products, the
appropriate internal approval should be secured prior to presenting the
agreement to the recipient: the Area Software Partner (or the ASP's
designee) should approve an evaluation.
- "To assist in performing services....." This use allows a third party
contractor to use materials licensed by a client on behalf of the
client. For software products, this use requires prior approval by the
Area Software Partner and Product Executive. Note: The licensed
client's full legal name should be included in the text of this option.
- "To provide data processing services...." This use allows a third
party service bureau to use the materials licensed by a client on behalf
of the client. For software products, this use requires prior approval
by the Area Software Partner and Product Executive. Note: The
licensed client's full legal name should be included in the text of this
option.
- "For internal training purposes of Recipient." This use allows a
clients employees to receive training for an unlicensed product or
nodule. Note: This does not apply to third-party contractors hired by
a client.
- "For business discussions...." This use is for situations where the
parties are only discussing the possibility of doing business. A
complete and detailed description of the business purpose should be
included in the text of this option, e.g. "future product sales plans,
product marketing efforts, product research and development plans and
future product direction related to the Materials."
If the desired use by the recipient is not one of these described uses, please
contact Xxxxxx X. Xxxxxx in the Software Contracts group (phone 0.000.000.0000
or fax 0.000.000.0000) to discuss the use of a different form that is more
appropriate for the situation.
USE PERIOD:
The length of time the recipient may use the materials should be indicated,
i.e. 30, 60 or 90 days. If no time period is stated, the time period will be
30 days.
RECIPIENT:
The recipient's name on the signature line should be identical to the name that
is included in the identification of the recipient on the first line of the
document.
For questions or comments relating to the U.S. Nondisclosure Agreement, please
contact Xxxxxx X. Xxxxxx in the Software Contracts group (phone 0.000.000.0000
or fax 0.000.000.0000).
