10.93
SSA GLOBAL TECHNOLOGIES, INC. - SOFTWARE LICENSE AGREEMENT
Software License Agreement between SSA Global Technologies, Inc. ("SSA GT") and
the specific customer of SSA GT as identified herein ("CLIENT").
This Software License Agreement, together with each Supplemental Schedule made a
part hereto (collectively "Agreement"), contains the terms and conditions under
which CLIENT agrees to license Software and acquire On-Going Support from SSA
GT.
1. DEFINITIONS. The following terms shall have the meanings set forth below:
"Generated Code" means computer programs developed by or on behalf of
CLIENT using certain Software products whose principle function is to
provide CLIENT with computer aided software-engineering capabilities.
Generated Code shall not include any Software or object and messaging
technology programs embedded in the Software.
"Licensed Computer" means the specific computer platform, operating system
and data base management system as identified in a Supplemental Schedule
and the related workstations on which the Software is used or installed.
"Method of Acquisition" means the Software use option identified in a
Supplemental Schedule. To the extent available in the ordinary course of
SSA GT's business, CLIENT shall select either: (a) a computer "Level Tier"
based option, which enables CLIENT to use the Software on the Licensed
Computer without limitation as to the number of individual users gaining
access to the Software; (b) a "Named User" based option, which allows
access to the Software up to the stated maximum number of individual named
users, irrespective as to whether such user is actively logged on to any
or all of the Software at a given point in time; or (c) a "Concurrent
User" based option, which allows access to the Software up to the stated
maximum number of individual concurrent users who are simultaneously
logged on to any or all of the Software at any given point in time,
irrespective as to whether or not any such user is actually using related
Software resources. It is agreed that: (i) CLIENT shall assign to each
user (whether a Named User or Concurrent User) a unique identification
profile; (ii) CLIENT users who access the Software solely for purposes of
system test and/or system backup purposes shall not be included in the
calculation of the total number of users gaining access to the Software;
and (iii) unless indicated otherwise in a Supplemental Schedule, the total
quantity of CLIENT users gaining access to the Software shall be
calculated based upon the total number of Named Users permitted access to
the Software irrespective of the actual number of Concurrent Users.
"Object Code" means the machine readable form of the Software.
"SSA GT's Affiliate" means a third party entity authorized by SSA GT to
market, distribute and/or support some or all of the Software.
"SSA GT's Licensor" means a third party entity whose software products
have been made available to SSA GT for distribution and licensing to
clients of SSA GT in accordance with the terms of this Agreement; such
software products being referred to herein or in a Supplemental Schedule
as either "Additional Software" or "Third Party Software."
"Software" means (a) the software products identified in a Supplemental
Schedule, including related support utilities, run-time support programs
and libraries, and security programs, if any; (b) the related user
documentation, if any; (c) the related Updates and Upgrades to such
software products and user documentation; (d) modifications and
improvements of such software products, user documentation, and Updates
and Upgrades; and (e) all copies of the foregoing. Except as may be
designated otherwise by SSA GT in the ordinary course of its business,
Software shall be made available to CLIENT in Object Code format only.
"Supplemental Schedule" means the schedules described in Section 2, below.
"Updates" means error corrections and maintenance releases to the
Software. Subject to availability in the ordinary course of SSA GT's (or
SSA GT's Licensor's) business, Updates shall be provided at no additional
charge for so long as CLIENT obtains On-Going Support.
"Upgrades" means Software enhancements that may accomplish incidental,
structural, functional and/or performance improvements. Subject to
availability in the ordinary course of SSA GT's (or SSA GT's Licensor's)
business, Upgrades shall be provided at no additional charge for so long
as CLIENT obtains On-Going Support.
2. SUPPLEMENTAL Schedules - ORDERING PROCEDURE. SSA GT will furnish to CLIENT
and CLIENT will accept and pay for the Software and On-Going Support
identified in a Supplemental Schedule.
Supplemental Software
Schedule Products
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A BPCS Software
B Additional Software
C Third Party Software
D Services Products
Additional terms and conditions set forth in each Supplemental Schedule
shall apply only to the Software identified therein. CLIENT may order
Software and On-Going Support under this
Software License Agreement by
submitting a then current Supplemental Schedule, properly completed and
signed.
3. OWNERSHIP. CLIENT acknowledges that the Software and all copyrights,
patents, trade secrets and other rights, title and interest therein, are
the sole property of SSA GT (or SSA GT's Licensor). CLIENT shall gain no
right, title or interest in the Software by virtue of this Agreement other
than the non-exclusive right of use granted herein. Without limiting the
foregoing, CLIENT specifically acknowledges SSA GT's (or SSA GT's
Licensor's) exclusive rights to ownership in any copy, modification,
translation, adaptation or derivation of the Software.
4. LICENSE AND USE OF SOFTWARE. In consideration of CLIENT's payment of the
Software license fees and On-Going Support fees specified in a
Supplemental Schedule, SSA GT grants to CLIENT a perpetual, personal,
nontransferable and non-exclusive right and license to use the Software on
the Licensed Computer referred to therein. Notwithstanding the foregoing,
if CLIENT has selected either the Named User or Concurrent User Method of
Acquisition, CLIENT may transfer the Software to one or more additional
Licensed Computers (i.e. the same computer platform, operating system, and
data base management system as the original Licensed Computer identified
in the Supplemental Schedule), provided that: (a) the total number of
users gaining access to the Software does not exceed the maximum quantity
as set forth in the related Supplemental Schedule, and (b) CLIENT first
notifies SSA GT in writing of the type and model number, serial number and
location of such additional Licensed Computer(s). CLIENT represents,
warrants and agrees that the Software will be used only in accordance with
the terms of this Agreement, and only for the benefit of CLIENT and its
subsidiaries (companies more than fifty percent (50%) owned and controlled
by CLIENT). CLIENT may make one back-up copy of the Software for archive
purposes and, if necessary, one backup copy to run temporarily on a
replacement computer in the event of an emergency. CLIENT will reproduce
all confidentiality and proprietary notices on each such copy and maintain
an accurate record of its physical location. CLIENT will not otherwise
copy, translate, modify, adapt, decompile, disassemble or reverse engineer
the Software, except only when and to the limited extent that applicable
law expressly permits such activity irrespective of the limitations
contained herein.
5. ON-GOING SUPPORT. SSA GT (or SSA GT's Licensor or SSA GT's Affiliate, as
determined by SSA GT) shall make available to CLIENT: (a) Updates and
Upgrades; and (b) access (via CLIENT's use of the Internet, telephone or
other means established by SSA GT) to: (i) SSA GT's global helpline
question and answer database; (ii) SSA GT's incident tracking information
database; and (iii) qualified technical personnel for advice and
consultation regarding CLIENT's use of the Software (collectively
"On-Going Support").
Unless indicated otherwise in a Supplemental Schedule, for an initial
period of twelve (12) consecutive months beginning upon the effective date
of a Supplemental Schedule, SSA GT (or SSA GT's Licensor or SSA GT's
Affiliate, as determined by SSA GT) shall provide to CLIENT On-Going
Support with respect to the Software designated therein and, in
consideration thereof, CLIENT shall pay SSA GT an On-Going Support fee
equal to eighteen percent (18%) of SSA GT's then current standard Software
license fee for the affected Software. Thereafter, CLIENT may elect to
receive On-Going Support upon payment of such fees to be established by
SSA GT in accordance with SSA GT's then current policies and procedures.
In the event of a conflict between the initial term of On-Going Support
and/or any On-Going Support fee calculated in accordance with the
foregoing paragraph and the corresponding fee set forth in a Supplemental
Schedule, the initial term of On-Going Support and/or any On-Going Support
fee set forth in the Supplemental Schedule shall govern and control.
SSA GT will invoice client the appropriate On-Going Support fee annually
prior to the anniversary date of the then current On-Going Support period
or, in the case of multiple year commitments for which full payment has
been received by SSA GT, prior to the expiration of such commitment and
annually thereafter. If client elects to renew On-Going Support, it shall
pay the applicable On-Going Support fee within thirty (30) days from the
date of invoice and, in any event, prior to the expiration date of the
On-Going Support services then being provided.
Nothing in this Section shall entitle CLIENT to receive Software updates
and upgrades, which are separately priced and licensed by SSA GT (or SSA
GT's Licensor or SSA GT's Affiliate) as new products.
If CLIENT allows On-Going Support to lapse, it may thereafter renew such
support for the affected Software by paying the then current annual
On-Going Support fee plus an amount equal to the aggregate On-Going
Support fees that would have been payable for the affected Software during
the period of lapse.
When SSA GT issues an Upgrade, SSA GT (or SSA GT's Licensor or SSA GT's
Affiliate, as determined by SSA GT) will endeavor to provide On-Going
Support for a minimum of two (2) versions immediately preceding the latest
Upgrade. Notwithstanding the foregoing, SSA GT, at its option, may elect
to discontinue the provision of On-Going Support with respect to any
version by providing CLIENT with no less than six (6) months prior written
notice (in which event CLIENT may be entitled to a prorated refund of
On-Going Support fees paid to SSA GT for the balance of the discontinued
support period).
6. SERVICES EXCLUDED. This Agreement covers only the right to use the
Software and acquire On-Going Support and is separate from related
services, if any, required by CLIENT (e.g. software installation, custom
programming, training, integration of Updates and Upgrades). To the extent
CLIENT requires any such related services, the services shall be pursuant
to separate contract between CLIENT and the actual provider of the
service. CLIENT agrees that SSA GT shall not assume any responsibility for
services directly provided to CLIENT by SSA GT's Licensor, SSA GT's
Affiliate, or other third party not related to SSA GT.
7. PROPRIETARY DATA; CONFIDENTIALITY. CLIENT acknowledges that the
information contained in the Software is confidential and contains trade
secrets and proprietary data belonging to SSA GT (or SSA GT's Licensor),
and that the presence of copyright notices on the medium containing the
Software does not constitute publication or otherwise impair the
confidential nature thereof. CLIENT shall implement all reasonable
measures necessary to safeguard SSA GT's (and SSA GT's Licensor's)
ownership of, and the confidentiality of the Software, including, without
limitation (a) allowing its employees, agents and third parties access to
the Software only to the extent necessary to permit the performance of
their ordinary services to CLIENT and to require, as a condition to such
access, that such persons comply with the provisions of this Section 7;
(b) cooperating with SSA GT (and SSA GT's Licensor, if appropriate) in the
enforcement of such compliance by CLIENT's employees, agents and third
parties; (c) prohibiting the removal or alteration of any copyright or
confidentiality labels or notices contained in the Software and (d)
prohibiting the copying of the Software except as permitted pursuant to
Section 4, above. Notwithstanding the foregoing, CLIENT agrees not to
disclose the Software (without SSA GT's prior written consent) to any
service bureau or other third party whose primary function shall be to
provide CLIENT with day-to-day management and support responsibility of
the Software. CLIENT acknowledges that use or disclosure of the Software
in violation of this Agreement may cause irreparable harm to SSA GT
(and/or SSA GT's Licensor).
8. WARRANTY. SSA GT warrants to CLIENT that the Software (excluding Software
made available by SSA GT's Licensor) does not violate any United States
patent, copyright or other third party intellectual property right. If an
action is brought against CLIENT claiming that such Software infringes a
patent, copyright or other third party intellectual property right, SSA GT
will defend CLIENT, at GT's expense, and pay the costs and damages finally
awarded against CLIENT in the infringement action (provided that SSA GT is
given prompt written notice of any third party claim and is given
information, reasonable assistance and sole authority to defend or settle
the claim). In connection therewith and as SSA GT's sole obligation in
respect of a breach of this warranty, SSA GT shall either, at its option:
(a) obtain for CLIENT the right to continue using the affected Software;
(b) modify or replace such Software so as to eliminate the infringement;
or (c) in the event neither of the above alternatives is available to SSA
GT on commercially reasonable terms, accept the return of the applicable
Software and refund a pro-rated portion of the associated Software License
fee. SSA GT shall not have any liability hereunder if any claim of
infringement (i) is asserted by a subsidiary or affiliate of CLIENT; (ii)
results from CLIENT's alteration of the Software; or (iii) results from
use of any Software in combination with any non-SSA GT product. This
paragraph states the entire liability of SSA GT and CLIENT's sole and
exclusive remedies.
SSA GT further warrants that for so long as CLIENT obtains On-Going
Support from SSA GT and remits, on a timely basis, the related On-Going
Support fee, the Software (excluding Additional Software, Third Party
Software and Services Products) shall function substantially in accordance
with its related user documentation provided by SSA GT (or SSA GT's
Licensor). With respect to Additional Software, SSA GT warrants that for a
period of ninety (90) days from the effective date of this Agreement, such
Additional Software shall function substantially in accordance with its
related user documentation. In the case of all Software except Third Party
Software and Services Products, SSA GT's sole obligation in respect of a
breach of the warranty shall be to modify or replace the Software so as to
correct the defective performance. In the case of Third Party Software and
Services Products, related support and warranty provisions, if any, shall
be determined in accordance with Supplemental Schedules C and D,
respectively. CLIENT shall give SSA GT prompt written notice of any claims
under the foregoing warranties.
The foregoing warranties shall not apply to the extent that any alleged
infringement or defect derives from: (a) a combination of the Software
with any program, equipment or device not supplied by SSA GT or identified
in a Supplemental Schedule; (b) any modification or customization of the
Software by or on behalf of CLIENT; or (c) CLIENT's failure to promptly
install any Updates or Upgrades provided under this Agreement.
9. DISCLAIMER OF OTHER WARRANTIES. Except as provided in Section 8, all
warranties, conditions, representations, indemnities and guarantees,
whether express or implied, arising by law, custom, oral or written
statements of SSA GT, SSA GT's Licensor, SSA GT's Affiliate or otherwise
(including, without limitation, any warranties of merchantability, fitness
for particular purpose, or of error-free and uninterrupted use) are hereby
superseded, excluded and disclaimed.
10. REMEDY LIMITATIONS. In no event shall SSA GT (including SSA GT's Licensor
and SSA GT's Affiliate) be liable for any consequential, indirect,
special, punitive or incidental damages (including, without limitation,
lost revenues or profits), whether or not foreseeable and whether arising
out of breach of any express or implied warranty, breach of contract,
negligence, misrepresentation, strict liability in tort or otherwise, and
whether based on this Agreement or any transaction performed or undertaken
under or in connection with this Agreement. CLIENT agrees that except for
SSA GT's indemnification obligation arising under Section 8, SSA GT's
(including SSA GT's Licensor and SSA GT's Affiliate's) total liability to
CLIENT or any third party for damages, regardless of the form of action,
shall, in any event, be limited to the Software license fees and On-Going
Support fees received from CLIENT under this Agreement. Notwithstanding
the foregoing, this Section 10 will not apply only when and to the limited
extent that applicable law specifically requires liability despite the
foregoing exclusions and limitations.
11. OWNERSHIP OF GENERATED CODE; INDEMNITY. SSA GT (including SSA GT's
Licensor and SSA GT's Affiliate) shall not have or gain any right, title,
or interest in any Generated Code. CLIENT shall be responsible for the
characteristics and performance of any such Generated Code and will
indemnify SSA GT (including SSA GT's Licensor and SSA GT's Affiliate)
against any loss, liability or expense (including reasonable attorney's
fees) arising out of or in connection with the use, marketing, licensing
or sale of any Generated Code or the maintenance, support or other
services or activities related thereto.
12. TERMINATION. SSA GT shall have the right to terminate this Agreement
(together with any other agreement then in effect between SSA GT and
CLIENT) for cause upon thirty (30) calendar days written notice if CLIENT
breaches any of its obligations under this Agreement and thereafter fails
to cure such breach to the reasonable satisfaction of SSA GT within the
first ten (10) days following CLIENT's receipt of such notice of
termination. Upon termination of this Agreement for any reason, CLIENT
shall, no later than the effective date of such termination: (a) purge all
Software from all computer systems, terminals, personal computers, storage
media, and any and all other devices and files with which the Software is
used; (b) return to SSA GT all copies (including partial copies) of the
Software; and (c) if requested by SSA GT, certify to SSA GT in writing
that it has complied with the foregoing obligations and has not provided
total or partial copies of the Software to any third party. The
termination of this Agreement for any reason shall not extinguish or
diminish CLIENT's obligation under Section 7 to maintain the
confidentiality of the Software, which obligation shall continue and
survive termination of this Agreement.
13. ASSIGNMENT. This Agreement is personal to CLIENT and neither this
Agreement nor any of CLIENT's rights or duties hereunder shall be
assigned, sublicensed, sold or otherwise transferred by CLIENT, including
to any successor-in-interest to CLIENT's rights in the Licensed Computer,
without SSA GT's prior written consent (which consent shall not be
unreasonably withheld).
14. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of
Illinois, United States of
America. The United Nations Convention on Contracts for the International
Sale of Goods shall not apply to this Agreement.
15. PAYMENT. CLIENT shall pay SSA GT the Software license fees and the
On-Going Support fees as specified in the Supplemental Schedule(s) upon
the signing of each Supplemental Schedule by CLIENT. If CLIENT selects the
Named User or Concurrent User Method of Acquisition, CLIENT agrees to
immediately notify SSA GT if the actual quantity of users exceeds the
maximum number indicated in a Supplemental Schedule and immediately remit
to SSA GT additional Software license fees and On-Going Support fees in
accordance with SSA GT's then current policies and procedures.
Payment shall be made in full, without deduction for any sales, use,
withholding or other taxes or similar charges, which shall be borne
exclusively by CLIENT and, to the extent required by applicable law,
collected by SSA GT from CLIENT.
16. KEY. CLIENT acknowledges that a special security program ("Key") owned and
controlled by SSA GT (or SSA GT's Licensor) may be required to render
operational the Software. Any such Key may prevent the Software from
operating (a) on any computer other than the Licensed Computer; or (b) if
applicable, for more than the maximum number of users specified in the
related Supplemental Schedule. SSA GT (or SSA GT's Licensor or SSA GT's
Affiliate, as determined by SSA GT) shall deliver the permanent Key(s) to
CLIENT promptly after CLIENT's payment in full of the applicable Software
license fees and initial On-Going Support fees as specified in each
Supplemental Schedule and provided that Client remains current on On-Going
Support at the time of any subsequent Key request. Any attempt by any
person other than an authorized SSA GT representative to alter, remove or
deactivate the Key will be deemed a fraud by such person on SSA GT and a
material breach by CLIENT of this Agreement.
If CLIENT selects either the Named User or Concurrent User Method of
Acquisition, CLIENT agrees that SSA GT may periodically gain access to
CLIENT's site(s) to confirm the actual number of individual users gaining
access to the Software and, if not Key protected at the time of initial
delivery, install a Key to restrict access to the Software in accordance
with the preceding paragraph.
17. MISCELLANEOUS. CLIENT shall not disclose the terms and conditions of this
Agreement to third parties (except CLIENT's auditors, legal counsel or
third parties whose review is mandated by law) without the prior written
authorization of SSA GT.
SSA GT is not responsible for failure to fulfill its obligations under
this Agreement due to causes beyond its reasonable control. In addition,
SSA GT may, with immediate effect upon written notice to CLIENT, withhold
the provision of any obligation hereunder if CLIENT is deemed to be in
breach of any other agreement entered into between SSA GT and CLIENT.
If any provision of this Agreement is held to be unenforceable, in whole
or in part, such holding will not affect the validity of the other
provisions of this Agreement, unless SSA GT in good xxxxx xxxxx the
unenforceable provision to be essential, in which case SSA GT may
terminate this Agreement effective immediately upon written notice to
CLIENT.
This
Software License Agreement and each Supplemental Schedule shall be
deemed effective on the date of signed acceptance by SSA GT. SSA GT's
obligation to perform hereunder is, at SSA GT's option, contingent upon
SSA GT's timely receipt from CLIENT of the original signed documents.
This Agreement contains the entire agreement and understanding of the
parties as to the subject matter hereof and merges and supersedes all
prior discussions and agreements with respect thereto. No amendment of
this Agreement or waiver of any rights hereunder shall be effective unless
in writing and signed by an authorized representative of the party against
whom enforcement is sought. In addition, any notice regarding an alleged
breach of SSA GT's obligations hereunder shall be in writing and sent to
an authorized representative of SSA GT. For purposes of this Agreement, an
authorized representative of SSA GT shall be deemed to mean the Chief
Executive Officer, President or any Vice-President of SSA GT.
CLIENT agrees that it has read this Agreement, understands
it and agrees to be bound by it.
For: SSA Global Technologies, Inc.
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Signature
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Typed or Printed Name
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Title / Date
For: Quaker Fabric Corporation of Fall River
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Signature
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Typed or Printed Name
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Title / Date
Addendum
to the
Software License Agreement
between
SSA Global Technologies, Inc. ("SSA GT")
and
Quaker Fabric Corporation of Fall River. ("CLIENT")
The terms and conditions of the referenced
Software License Agreement between
SSA GT and CLIENT dated April 30th, 2001 ("Agreement") shall be subject to the
following additions, alterations and modifications. In the event of conflict
between the terms and conditions of the Agreement and the provisions of this
Addendum, the provisions of this Addendum shall govern and control.
A. Definition:
"CLIENT" for the purposes of section 4 of this agreement shall mean Quaker
Fabric Corporation as well as Quaker Fabric Corporation of Fall River and their
subsidiaries.
B. On-Going Support
SSA GT agrees to make available On-Going Support for the period of time set
forth below and CLIENT agrees to remit payment to SSA GT for same in accordance
with the following:
Term: 1 Year commencing on April 30th, 2001 and expiring on April 30th, 2002.
Fee: $214,875. The stated On-Going Support fee does not include any sales
tax or other taxes or similar charges which shall be borne exclusively
by CLIENT and, to the extent permitted by applicable law, collected by
SSA GT from CLIENT. The On-Going Support fee plus applicable sales tax
shall be due upon CLIENT's execution of this Addendum and paid
according to the following payment schedule:
50% due with contract signature prior to April 30th, 2001;
50% due prior to May 31st, 2001.
CLIENT understands that SSA GT's obligation to provide On-Going Support applies
only to the Software products specifically identified in Supplemental Schedule A
dated April 30th, 2001 that are currently supported by SSA Global Technologies,
Inc. as of the effective date of this Addendum.
For each of the years beginning April 30th, 2002 to April 30th, 2005 and for the
existing Software products specifically identified in Supplemental Schedule A,
SSA GT will limit the increase in On-Going Support renewal fee to a maximum of
5% per annum. Thereafter, SSA GT's then standard On-Going Support pricing will
apply.
C. Named User Count
SSA GT and CLIENT agree that the current number of Named Users allowed to access
the Software products designated in Supplemental Schedule A, is 350 users. Prior
to April 30th, 2002, CLIENT agrees to allow SSA GT to perform an audit to
validate the total number of Named Users. The resulting user count will be used
for future OGS renewal pricing. SSA GT reserves the right, with reasonable
notice, to perform subsequent audits to further validate the total number of
Users.
D. Conversion to Concurrent Users
Prior to April 30th, 2005, at CLIENT's option or should CLIENT migrate to
Version 8 or higher of the BPCS product, SSA GT agrees to convert the existing
method of acquisition from a Named User basis to Concurrent Users. The parties
agree to use a .6 conversion factor. (i.e. 100 Named Users = 60 Concurrent
Users) following which the then standard SSA GT conversion rate would be used.
Should additional Named or Concurrent Users be required, CLIENT agrees to
purchase licenses at the then current SSA GT pricing.
E. Section 3: Ownership:
The last sentence of Section 3, Ownership, shall be subject be deemed deleted in
its entirety and replaced with the following:
Subject to the following paragraph and the provisions of Section 11, CLIENT
specifically acknowledges SSA GT's (or SSA GT's Licensor's) rights to ownership
of: (i) any modification, translation or adaptation of the pre-existing Software
licensed to CLIENT in accordance with the terms of this Agreement (hereinafter
"SSA GT Software"); (ii) any other material or newly developed software code
developed hereunder which contains, in part, any SSA GT Software; and (iii) any
ideas, concepts, know-how or techniques relating to sub-paragraph (i) or (ii),
above, (hereinafter collectively "Material"). CLIENT shall be authorized on a
non-exclusive basis to use such Material in accordance with the terms and
conditions of this Agreement for so long as Client rightfully possesses the
Software to which it relates.
With respect to any modifications made to the pre-existing Software which CLIENT
deems to be of competitive value, it is agreed that if 1) SSA GT agrees to
participate or has participated in the development of such modifications or 2)
such modifications are made separately by or on behalf of CLIENT (without
participation from SSA GT), then SSA GT shall not make any modifications
available to competitors of CLIENT without CLIENT's prior written consent. The
foregoing shall not prevent SSA GT from independent development of software
code, which contains the same, or similar functions contained in the
modifications.
SSA GT and CLIENT acknowledge that all other original printed and recorded
written materials, and ideas, concepts, know-how or techniques relating to data
processing first developed during the course of this Agreement (hereinafter
"Newly Developed Software") shall belong to CLIENT, provided, however, that:
(i) CLIENT rightfully possesses the SSA GT Software to which it
relates; and
(ii) CLIENT shall not resell, remarket, distribute or license any such
Newly Developed Software and shall use the Newly Developed Software
solely in accordance with the terms of the referenced
Software License
Agreement; and
(iii) SSA GT shall retain a world-wide, unlimited, perpetual and
royalty-free right to use, for any purpose, any ideas, concepts or
techniques gained by SSA GT as a result of SSA GT's participation (as
may be requested by Client) in the development of any Newly Developed
Software.
SSA GT shall execute all papers including patent applications, inventing
assignments, and copyright assignments, and otherwise shall assist CLIENT at
CLIENT's expense and as reasonably required to perfect in CLIENT its rights,
title and other interests in Newly Developed Software.
F. Section 4: License and Use of the Software:
The following sentence shall be added:
Not withstanding the foregoing, should CLIENT elect not to subscribe to
future On-Going Support for the products specified in Supplemental
Schedule A, CLIENT retains its perpetual right and license to use the
Software as previously defined in this section.
G. Section 16: Key:
The following clarification shall be added:
CLIENT acknowledges that the provision of a Key forms part of the service
provided via On-Going Support and that SSA GT is not obligated to provide a Key
without charge to CLIENTS who are not currently subscribed to On-Going Support
service. Should CLIENT not be subscribed to future On-Going Support, SSA GT
agrees to provide a Key to CLIENT for the products and number of Users as per
the terms of the agreements for a charge of fifteen thousand dollars ($15,000)
per key request. This rate will be in affect until April 30th, 2005. Thereafter,
SSA GT will provide CLIENT with a Key at the then standard rate.
This Addendum is an amendment to and an integral part of the referenced
Software
License Agreement. CLIENT agrees that it has read this Amendment, understands it
and agrees to be bound by it.
For: SSA Global Technologies, Inc. For: Quaker Fabric Corporation of Fall River
By: By:
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Signature Signature
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Typed or Printed Name Typed or Printed Name
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Title Title
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Date Date
