EXHIBIT 10.19
DOCENT, INC.
LICENSE AGREEMENT
This License Agreement ("Agreement") is made and entered into effective as of
the ____day of _____, 1999 ("Effective Date"), by and between Docent, Inc., a
Delaware corporation having a place of business at 0000 Xxxxxxxxxx Xxxx,
Xxxxxxxx Xxxx, XX 00000-0000 ("DI") and Wunderman Cato Xxxxxxx, a division of
Young & Rubican L.P. having a place of business at 000 Xxxxxx xx xxx Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx ("Customer"). The capitalized terms found in this Agreement
shall have the meanings ascribed to them in Exhibit A hereto ("Definitions")
unless otherwise set forth herein.
RECITALS
Whereas:
A. DI has created and manufactured the Software.
B. Customer and DI have entered into a Professional Services Agreement of
even date herewith pursuant to which DI will analyze Customer's existing
training materials and design and develop a web-based training system using
the Software; (the "Professional Services Agreement");
C. Customer desires to license the Software or the components thereof to
develop courses and/or assessments that are intended to be used by Customer's
employees or affiliates; and
D. DI desires to license to Customer and Customer desires to license from DI
the Software or the components thereof according to the terms and conditions
set forth herein;
Now, Therefore, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
TERMS AND CONDITIONS OF USE
1. License. Subject to the terms and conditions of this Agreement, DI grants
to Customer a ##### (except as expressly provided herein) license to use the
Software and all Updates and Upgrades provided to Customer by DI hereunder, in
Executable Code format only, to design, create and display course content and
assessment, to publish such course content internally on Customer's internal
network or intranet for use by Customer's licensed End Users during the term of
this Agreement, to use the Software for its internal training and assessment
purposes and to permit its licensed End Users to access and use the Software
solely in connection with Customer's internal training and assessment programs
and purposes permitted hereby.
2. License Restrictions. Customer agrees not to do any of the following: (a)
copy the Software, except as specifically described in this Agreement; (b)
translate the Software; (c)
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1.
merge the Software with another program or modify the Software, except as may be
specifically described in the Documentation; (d) reverse-engineer, disassemble,
decompile, or make any attempt to discover the source code of the Software
except as otherwise specifically permitted under applicable law; (e) sublicense,
rent, or lease any portion of the Software; or (f) use the Software for any
purposes other than those set forth in Section 1 above.
3. Reserved Rights. DI reserves the right to include, without further notice,
means within the Software to limit Customer's use of the Software to the
licensed number of users or to the Software's licensed uses as described in
Section 1 above. In addition, DI reserves the right to audit Customer's
deployment and use of the Software solely for compliance with the terms of this
license at any time during Customer's normal business hours while accompanied by
an officer or other authorized representative of Customer, upon five (5) days
prior notice. DI agrees that any confidential marketing or customer information
of Customer that is disclosed to or accessed by DI or its auditor during the
course of such audits will be safe-guarded by DI and such auditor in accordance
with DI's obligations of confidentiality under the Professional Services
Agreement between DI and Customer of even date herewith, and DI shall require
each such auditor to sign a statement agreeing to be so bound in a form
substantially similar to the form attached hereto as Exhibit B. DI shall be
entitled (but not obligated) to conduct only one such audit in each twelve (12)
month period during the term of this Agreement and for one year thereafter;
provided, however, in the event that any such audit reveals a material breach of
the terms of this Agreement, then, in addition to such other remedies as may be
available to DI at law and in equity, DI shall be entitled (but not obligated)
to conduct quarterly audits until either six (6) consecutive months without
further breach have passed or this Agreement is terminated in accordance with
the provisions of Section 7 hereof.
4. License Fees. Customer will pay to DI the license fees set forth in Exhibit
C (the "License Fees") for the total number of End-Users (concurrent or
otherwise) of the Software set forth in Exhibit C. Licenses to End Users shall
be granted and DI shall invoice payment for the License Fees in accordance with
the schedule set forth in Exhibit C. Such payments shall be due thirty (30) days
after Customer receives an invoice from DI. The License Fees exclude all
applicable sales, use and other taxes and all applicable export or import fees,
customs duties, and similar charges ("Taxes"), and Customer will be responsible
for payment of all such Taxes. If Customer chooses to transfer the Software to
an alternative platform already supported by DI, no additional fee, other than a
nominal fee for additional media (if required), shall be due under this
Agreement provided that Customer ceases all use of the Software on the
predecessor platform.
5. Ownership. DI retains all right, title and interest in the Software, which
is protected by United States and international copyright laws and international
treaty provisions. DI reserves all rights not expressly granted to Customer in
this Agreement, and the license granted to Customer herein shall in no event be
construed as conferring a license to, or rights in, any DI trademark or patent.
6. Support. Software maintenance and technical support is sold separately as
"Annual Maintenance" pursuant to the terms of DI's standard Maintenance Program,
as more particularly described in Exhibit D hereto. DI's standard technical
support includes Updates and Upgrades as they become generally commercially
available and unlimited access to DI's technical support personnel via telephone
and email during normal business hours, Pacific time, for answers to product-
related questions.
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2.
7. Term and Termination.
(a) Term. The term of each license granted pursuant to Section 1 shall commence
at such time as Customer receives from DI the Software and shall be perpetual
unless earlier terminated as set forth in Section 7(b).
(b) Termination. Customer may terminate this Agreement at any time, with
or without cause, effective immediately upon written notice to DI. DI may
terminate this Agreement, and the licenses granted hereunder, effective
immediately upon written notice to Customer, if Customer breaches any material
provision of this license and does not cure such breach within fifteen (15) days
after receiving written notice thereof from DI.
(c) Effect of Termination. Upon termination of this Agreement for any
reason, any amounts owed to DI under this Agreement before such termination will
be immediately due and payable and all licenses granted hereunder will
immediately cease, and Customer must promptly discontinue all use of the
Software, destroy all copies of the Software in its possession, and certify in
writing to DI that it has complied with the foregoing.
8. Limited Warranty. DI represents and warrants to Customer that for a period
of ninety (90) days from Delivery (as such term is defined below) of the
Software to Customer ("the Warranty Period"), the Software will perform
substantially in accordance with its associated End User Documentation. Any
written or oral information or advice given by DI dealers, distributors, agents,
or employees will in no way increase the scope of this warranty, and the
warranty is void to the degree that such failure of the Software is due to
modification other than by Docent, abuse, misapplication or accident. If
Customer reports a material and reproducible failure of the Software to conform
to the Documentation during the Warranty Period, Customer's sole and exclusive
remedy and DI's sole obligation to Customer for breach of this warranty shall be
that DI will use commercially reasonable efforts to make the Software conform to
the associated End User Documentation or, in DI's sole discretion, will refund
the License Fee which Customer paid for the non-conforming Software upon
Customer's certification that it has destroyed all copies, and ceased all use,
of the non-conforming Software. Any replacement Software will be warranted for
the remainder of the original 90-day warranty period or for 30 days from the
date Customer received the replacement, whichever is longer. For purposes of
this Agreement, "Deliver" or "Delivery" means placing the Software by DI in the
hands of the carrier of its choice (unless Customer designates a preferred
carrier in writing at least five (5) days prior to Delivery, in which case DI
shall use the carrier so designated by Customer) and providing such carrier with
instructions to deliver the Software to Customer at Customer's facility at
Customer's expense and risk of loss.
9. Disclaimer of Warranty. EXCEPT AS SET FORTH IN SECTION 8 ABOVE, DI
DISCLAIMS, ON BEHALF OF ITSELF AND ITS SUPPLIERS, ALL OTHER WARRANTIES, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
INFRINGEMENT. DI DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S NEEDS
OR THAT IT WILL OPERATE IN COMBINATION WITH SOFTWARE OWNED OR USED BY CUSTOMER
(OTHER THAN THE PLATFORM/DATABASE SPECIFIED IN THE END USER DOCUMENTATION).
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3.
10. Indemnity.
(a) DI Indemnity. DI shall indemnify and hold Customer harmless from and
will defend against any and all judgments, costs and expenses reasonably
incurred, including without limitation reasonable attorney's fees of Customer
therefor, as a result of any claims, suits, actions, demands and threats
(collectively, "claims") related to or arising out of or in connection with
claims that the Software infringes any U.S. patent, copyright or trademark, or
misappropriates any trade secret, provided, however, that DI shall not indemnify
Customer for a Claim based on any alleged infringement arising from (a)
additions, changes or modifications to the Software by or on behalf of Customer
or its End Users, (b) any incorporation of the Software or any component thereof
into any product or process not owned or controlled by DI, (c) any use by
Customer or its End Users of any Software subsequent to delivery to Customer of
Updates, Upgrades or otherwise superseding versions of such Software or
components thereof along with DI's written request to use such update or new
version, where Customer or an End User fails to use such Update, Upgrade or
otherwise superseding version, or (d) use of the Software other than as
permitted by Section 1 hereof. Further, the indemnity set forth in this Section
10 shall not apply unless Customer (i) gives DI prompt notice of any actual or
threatened claim of such infringement or misappropriation, (ii) gives control of
the defense of such claims to DI, and (iii) cooperates fully, at DI's expense,
with DI and its counsel in the defense or settlement thereof. In each instance,
at Customer's option Customer and Customer's counsel, may participate in the
defense and settlement of such claims unless, in the reasonable opinion of DI or
DI's counsel, such participation would impair or otherwise jeopardize DI's
attorney-client privilege, confidential information, defense strategy or
competitive advantage. In the event that as a result of such claims, the
Software or End User Documentation may no longer be used by Customer, then DI
shall, as it shall determine in its sole and reasonable discretion, either (1)
modify the Software such that it no longer infringes, (2) obtain at DI's cost a
license for Customer and its licensed End Users to continue to use the Software,
or (3) refund to Customer the pro rata portion of the license fees applicable to
the portion of the Software no longer usable by Customer.
(b) Customer Indemnity. Customer shall indemnify and hold DI harmless from
and will defend against any and all judgments, costs and expenses reasonably
incurred, including without limitation reasonable attorney's fees of DI
therefor, as a result of any claim arising from or in connection with the
Customer Content, including but not limited to a determination that the Customer
Content infringes any U.S. patent, copyright or trademark, or misappropriates
any trade secret; provided, however, that Customer shall not indemnify DI for a
claim arising from or relating to the Customer Content if and to the extent that
such claim would not have arisen but for the fact that the Customer Content was
used with the Software. DI shall (i) give Customer prompt notice of any actual
or threatened claim of such infringement or misappropriation, (ii) give control
of the defense of such claims to Customer, and (iii) cooperate fully, at
Customer's expense, with Customer and its counsel in the defense or settlement
thereof. In each instance, at DI's option DI and DI's counsel may participate in
the defense and settlement of such claims unless, in the reasonable opinion of
Customer or Customer's counsel, such participation would impair or otherwise
jeopardize Customer's attorney-client privilege, confidential information,
defense strategy or competitive advantage.
11. Limited Liability. IN NO EVENT SHALL DI, ITS SUPPLIERS OR CUSTOMER BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES
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4.
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE
USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE ARISING OUT OF THIS
AGREEMENT, EVEN IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL THE AGGREGATE AND CUMULATIVE LIABILITY OF DI, ITS
SUPPLIERS OR CUSTOMER, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE
AMOUNT OF LICENSE FEES PAID TO DI HEREUNDER, EXCEPT FOR CUSTOMER'S LIABILITY FOR
A MATERIAL BREACH OF SUBSECTIONS 2 (D) AND (E) HEREOF.
12. Export. Customer may not download or otherwise export or re-export the
Software except in full compliance with all applicable laws and regulations.
13. Benchmark Tests. Customer will not publish to any third parties any
performance or benchmark data related to the Software without DI's prior written
consent.
14. Notices. All notices permitted or required under this Agreement shall be
in writing and shall be by personal delivery, commercial courier, facsimile
transmission, or by certified or registered mail, return receipt requested, and
shall be deemed given upon personal delivery, delivery by commercial courier,
five (5) days after deposit in the mail, or upon acknowledgment of receipt of
electronic transmission. Notices to DI shall be sent to the address set forth
at the end of this Agreement or such other address as DI may specify in writing.
Notices to Customer shall be sent to the last address of the Customer in DI's
possession, or such other address as Customer may specify in writing.
15. General. Nothing herein shall be construed as creating any agency,
partnership, or other form of joint enterprise between the parties. This
Agreement is governed and interpreted in accordance with the laws of the State
of California, excluding its conflict of law rules. The United Nations
Convention on Contracts for the International Sale of Goods is expressly
disclaimed. If any provision of this Agreement shall be deemed invalid by a
court of competent jurisdiction, then such provision shall be deemed modified to
the minimum extent necessary to make it enforceable, and the validity of the
remaining provisions of this Agreement shall not be affected. This Agreement is
the entire and exclusive agreement between DI and Customer with respect to the
Software and supersedes all prior agreements (whether written or oral) and other
communications between DI and Customer with respect to the Software. This
Agreement shall not be modified except by a subsequently dated written amendment
signed on behalf of Customer and DI by their duly authorized representatives,
and any purchase order or other document purporting to supplement the provisions
of this Agreement shall be void. This Agreement may not be assigned by either
party without the other's prior written consent, which consent shall not be
unreasonably withheld or delayed, and any such attempted assignment shall be
void and of no effect; provided, however, that either party may assign this
Agreement to any successor by merger, consolidation or sale of all or
substantially all of its assets without the consent of the other party so long
as (i) the assigning party gives written notice to the non-assigning party of
such assignment and (ii) any such assignment is not to a direct competitor of
the non-assigning party. This Agreement will be binding upon the successors and
permitted assigns of the parties and the name of a party appearing herein will
be deemed to include the names of such party's successor's and permitted assigns
to the extent necessary to carry out the intent of this Agreement.
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5.
16. Acknowledgment. Customer acknowledges that DI incorporates compression
code from the Info-ZIP group. There are no extra charges or costs to Customer
associated with the use of this code, and the original compression sources are
freely available on the Internet from xxxx://xxx.xxxxx.xxx/xxx/xxxxxxx/ and
---------------------------------
xxx://xxx.xxxxx.xxx/xxx/xxxxxxx/.
In Witness Whereof, the undersigned have caused this Agreement to be executed by
their respective authorized representatives.
Docent, Inc.: Customer:
/s/ Xxxx Xxxxxx /s/ #####
-------------------------- --------------------------
Authorized Signature Authorized Signature
Xxxx Xxxxxx #####
-------------------------- --------------------------
Printed Name Printed Name
President & CEO #####
-------------------------- --------------------------
Title Title
3/25/99 3/24/99
-------------------------- --------------------------
Date Date34432 V9/PM
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6.
Exhibit A
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DEFINITIONS
"Customer Content" means the course and assessment content developed by or on
behalf of Customer and used with the Software.
"End User" means individual users of the Software who access Customer's Courses
through Customer's internal network or intranet solely in connection with
Customer's own internal training and assessment programs and purposes.
"End User Documentation" means the standard documentation provided by DI to its
customers and their end users in connection with their use of the Software,
including but not limited to program procedures and descriptions (but excluding
descriptions of Source Code and build procedures for Executable Code),
procedures for permitted maintenance and modification, testing data and similar
written material relating to the design, structure and implementation of the
Software, as well as help files and user documentation to allow individual users
to use the Software.
"Executable Code" means the fully compiled version of a software program that
can be executed by a computer and used by an end user without further
compilation
"Software" means the program code (in both Source Code and Executable Code
form), any Updates and Upgrades thereto delivered hereunder, and any related End
User Documentation, for that certain DI software listed on Exhibit E hereto.
"Source Code" means the human-readable source code version of the Software and
all corresponding source documentation, including API specifications, flow
diagrams, release notes and build procedures.
"Specifications" means the functions and attributes of the Software as described
in the applicable End-User Documentation.
"Updates" means any bug fixes, patches, or other revisions or changes to or
modifications of the Software that are made generally available to DI's
customers at no additional charge through its standard support and maintenance
program which would typically be designated by a change in the version number to
the right of the first decimal point, and does not include changes,
modifications or new versions that provide additional features, require
additional hardware or perform additional functions, or any custom patches,
changes or modifications.
"Upgrades" means any new releases of, or revisions or modifications to, the
Software which would typically be designated by a change in the version number
to the left of the first decimal point, such as those that provide additional
features, require additional hardware or perform additional functions not
provided or performed by the Software previously licensed to Customer; provided
that such Upgrades are made generally by DI to its customers at no additional
charge through its standard support and maintenance program.
A-1
Exhibit B
---------
FORM OF
AUDITOR'S CONFIDENTIALITY STATEMENT
The undersigned hereby acknowledges and agrees to be bound to the following
terms and conditions with respect to any Confidential Information of Wunderman
Cato Xxxxxxx received or observed while providing auditing services to Docent,
Inc. ("Docent") in connection with Docent's rights under the License Agreement
dated ___, 1999 by and between Docent and Wunderman Cato Xxxxxxx ("Client"):
(a) Definition. The term "Confidential Information" shall mean any information
----------
disclosed by Wunderman Cato Xxxxxxx to Docent or its auditor in connection with
audits conducted pursuant to Section 3 of the License Agreement which is in
oral, written, graphic, machine readable or other tangible form including but
not limited to customer information or lists. Confidential Information may also
include information that is disclosed orally, provided that in the case of oral
disclosures, such information is designated as confidential at the time of
disclosure.
(b) Obligation. The undersigned shall treat as confidential all Confidential
----------
Information received from Client, shall not use such Confidential Information
except as expressly permitted under the License Agreement, and shall not
disclose such Confidential Information to any third party (other than Docent)
without the prior written consent of Client and Docent. Without limiting the
foregoing, the undersigned shall use at least the same degree of care which it
uses to prevent the disclosure of its own confidential information of like
importance, but in no event with less than reasonable care, to prevent the
disclosure of Confidential Information disclosed to it by Client under this
Agreement.
(c) Exceptions. Notwithstanding the above, the restrictions of this Auditor's
----------
Non-Disclosure Statement shall not apply to information that: (1) was
independently developed by employees, contractors or other agents of the
undersigned without any use of the Confidential Information of Client; (2)
becomes known to the undersigned, without restriction, from a source other than
Client without breach of this Auditor's Confidentiality Statement or the License
Agreement and otherwise not in violation of Client's rights to the best
knowledge of the undersigned; (3) was in the public domain at the time it was
disclosed or has come into the public domain through no act or omission of the
undersigned, its employees, contractors, agents or representatives; (4) was
known to the undersigned, without restriction, at the time of disclosure; or (5)
is disclosed pursuant to the order or requirement of a court, administrative
agency, or other governmental body, provided, however, that the undersigned
shall provide prompt notice thereof to Client and Docent and shall use its
reasonable efforts to obtain confidential treatment of such Confidential
Information in consultation with Client and Docent.
(d) Notification. The undersigned agrees to notify Client promptly in the
------------
event of any breach of its security pursuant to which disclosure or
misappropriation of Client's Confidential Information might occur. The
undersigned shall, upon request of Client or Docent, take all other reasonable
steps necessary to recover and prevent the misuse or further disclosure of any
misappropriated or disclosed Confidential Information disclosed to or placed in
the possession of the undersigned by virtue of this Auditor's Confidentiality
Statement or the License Agreement.
(e) Remedies. Unauthorized use by the undersigned of Client's Confidential
--------
Information will diminish the value of such information. Therefore, if the
undersigned breaches any of its obligations with respect to confidentiality or
unauthorized use of Confidential Information hereunder, Client shall be entitled
to equitable relief to protect its interest therein, including but not limited
to injunctive relief, as well as money damages.
B-1
Exhibit C
---------
FEE SCHEDULE
Deliverable: Fee: Payment Date: Totals:
------------ ---- ------------- -------
Software license fees
for ##### End Users
(whether or not
using concurrently
or otherwise) as
follows:
##### Licenses $##### each Effective Date #####$
##### Licenses $##### each April 15, 1999 #####$
#####Licenses $##### each June 15, 1999 #####$
Total License Fees: #####$
Annual Maintenance $##### per year Effective Date** #####$
Fee**
Professional Effective Date*** #####$
Services***
______
TOTAL: #####$
*The Software Licenses shall be invoiced and effective in accordance with the
following schedule:
#####Licenses shall become effective and payment in the aggregate amount of
$#####for such licenses shall become due upon the Effective Date.
##### Licenses shall become effective and payment in the aggregate amount
of $#####for such licenses shall be invoiced upon April 15, 1999.
The remaining ##### Licenses shall become effective and payment in the
aggregate amount of $#####for such licenses shall be invoiced due June 15,
1999.
**The initial maintenance period covered by the initial annual maintenance fee
shall be from the Effective Date through and including June 14, 2000; payment
for such initial annual maintenance fee shall be due on June 15, 1999.
Thereafter, continued participation in Docent's standard support and maintenance
program can be purchased in increments of one year at Docent's then standard
price charged to similarly situated customers under like circumstances. Payment
therefor shall be due on and the period of coverage shall extend for one year
commencing upon the date invoiced.
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C-1
***Professional Services shall be invoiced and paid in accordance with the terms
of the Professional Services Agreement of even date herewith entered into by and
between the parties hereto. Client understands that payment of not less than
##### percent (#####%) of the total fees due for the services to be provided
under the Professional Services Agreement shall be due and payable upon
execution of this Agreement and the Professional Services Agreement.
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
Exhibit D
---------
MAINTENANCE PROGRAM
The capitalized terms in this Exhibit D shall have the meanings ascribed to them
in the License Agreement by and between DI and Customer to which this Exhibit D
is attached (the "License Agreement"), unless otherwise expressly defined
herein.
Subject to the terms and conditions of the License Agreement and upon receipt of
the annual support and maintenance fee of $#####, DI will provide to Customer
its standard package of support and maintenance for the Software licensed under
the License Agreement for the term of one year commencing upon the date of DI's
invoice for such services (the "Maintenance Program"). Provided that Customer
is not in breach of the License Agreement, Customer can renew its participation
in the Maintenance Program each year during the term of the License Agreement by
delivering to DI payment of the then-applicable annual support and maintenance
fee charged by DI to like customers for like services under similar
circumstances, as determined by DI, on or before the last day of the prior
year's Maintenance Program term. The Maintenance Program includes (i) all
Updates and Upgrades to the Software (in object code format only) made generally
available by DI to its customers during the term of the Maintenance Program and
(ii) unlimited telephone and email access to DI's technical support personnel
during normal business hours (weekdays, 8 a.m. to 5 p.m. PST) for issues related
to DI Software. Any customization services needed to adapt an Update or Upgrade
for any Customer Content or system would be provided at DI's then standard rates
for such services charged to like customers for like services pursuant to the
terms of the Professional Services Agreement then in place between DI and
Customer or, in the event that there is none in effect, DI's then standard form
of Professional Services Agreement used with similar customers for like services
as determined by DI.
In addition to agreeing to pay the annual fee for participation in the
Maintenance Program, Customer agrees to install and implement promptly any and
all Updates supplied to it by DI and deemed by DI to be necessary in order for
the Software or Customer Content not to infringe the copyrights or other
proprietary rights of third parties, and not to use the Software thereafter
without such Updates or Upgrades.
Customer Support Hotline: #####
Email Address: xxxxxxx@xxxxxx.xxx
------------------
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D-1
Exhibit E
---------
DOCENT SOFTWARE
Docent(TM) Enterprise 3.0
E-1
[DOCENT LOGO AND LETTERHEAD]
April 13, 1999
Ms. #####
#####
Wunderman Cato Xxxxxxx
675 Avenue of the Americas
Xxx Xxxx, XX 00000-0000
Dear #####:
This letter shall amend the License Agreement dated March 25, 1999 between
Wunderman Cato Xxxxxxx and Docent, Inc. to modify the schedule for the purchase
of the software licenses and payment of annual maintenance fees as follows:
Licenses for ##### named users purchased on March 25, 1999;
Licenses for ##### additional named users shall be purchased on June 15, 1999;
Licenses for ##### additional named users shall be purchased on August 15, 1999;
and Annual Maintenance Fee of $##### shall be due on August 15, 1999.
This annual maintenance fee will cover the period from contract signing through
August 14, 2000.
Please indicate your agreement to this modification by signing below and
returning a copy of this letter to me. Please call me if you have any questions
about the contract or this amendment.
Sincerely,
/s/ Xxxxx X. X'Xxxxxx
Xxxxx X. X'Xxxxxx
Vice President and Chief Financial Officer
cc: X. Xxxxxxx
Agreed to:
By: /s/ #####
------------------------
Name: /s/ ##### Date: 4/19/99
---------------------- -------
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MASTER LICENSE AGREEMENT
MODIFICATION NO. 2
Between
DOCENT, INCORPORATED
AND
IMPIRIC (formally Wunderman Cato Xxxxxxx)
THIS MODIFICATION effective March 29 2000 (the "Effective Date") is made by and
incorporated into the Master License Agreement dated April 13, 1999 between
DOCENT, INC. and IMPIRIC. This Modification incorporates the following changes:
NAME CHANGE:
Delete: Wunderman Cato Xxxxxxx
Insert: Impiric
EXHIBIT C: "FEE SCHEDULE"
Delete: Professional Services $#####
Insert: Professional Services $#####
Delete: Total Fees $#####
Insert: Total Fees $#####
The above modification is based on the terms contained in the attached letter
sent to Mr. #####, by Xxxx Xxxxxx, President of Docent.
The Terms and Conditions contained in the Master Vendor Agreement and this
Modification represents the entire understanding of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Modification to be
executed by their authorized representatives.
The Effective Date of this Modification shall be March 29, 2000.
Impiric Docent, Incorporated
By: /s/ ##### By: /s/ Xxxx Xxxxxx
----------------------- -------------------------
Name: ##### Name: Xxxx Xxxxxx
--------------------- -----------------------
Title: ##### Title: President
-------------------- ----------------------
Date: March 29, 2000 Date: March 29, 2000
-------------------- -----------------------
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