EFFECTIVE MANAGEMENT SYSTEMS, INC.
SOFTWARE LICENSE, PROFESSIONAL SERVICES, AND SUPPORT
PURCHASE AGREEMENT
This Purchase Agreement ("Agreement") is made and entered into as of
the 6th day of July, 1998, by and between EFFECTIVE MANAGEMENT SYSTEMS, INC.
("EMS"), a Wisconsin corporation with offices at 00000 Xxxx Xxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000 and XXXXXX MANUFACTURING COMPANY ("Buyer") an Indiana
corporation with offices at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, XX 00000-0000.
R E C I T A L S
0.1 EMS has certain rights to license computer software and sell computer
hardware, and offers certain services in connection with those activities.
0.2 Buyer desires to purchase and EMS is willing to license, sell, or
provide certain of such goods and services subject to the terms and conditions
that follow:
1. DEFINITIONS
The following terms, when used in this Agreement shall have the following
meanings:
1.1 "Products" means, except where the context requires otherwise, any of
the following:
1.1.1 The Application Software, Third Party Software, and other
items as listed on Exhibit A, which is incorporated herein by
this reference,
1.1.2 The Professional Services projects, sometimes "Services", as
set forth on or authorized pursuant to Exhibit B, which is
incorporated herein by this reference, and
1.1.3 The Support services, and other items as listed on Exhibit C,
as amended from time to time, for the Term set forth on
Exhibit C, which is incorporated herein by this reference.
1.2 "Application Software" means the totality of EMS' TCM(TM) application
software standard modules, programs, processes, and routines made available
under this license from EMS and used in the processing of information. It
includes machine readable code, generally referred to as object code, and
related ancillary materials such as user instructions, design, specifications,
and any other reference documentation made available for general distribution.
It also includes vocabularies and other items generally referred to as source
code, except with respect to those portions referred to as DNC and Foundation
Routines.
1.3 "Third Party Software" or "TPS" means software other than Application
Software or Operating System software.
1.4 "Price" means, with respect to this Agreement, the sum of the prices
set forth on Exhibits A, B, and C for the Products and, with respect to each
Exhibit, the sum of the prices for the Products set forth on the Exhibit.
1.5 "Computer System" means the Hardware with the Operating System set
forth on Exhibit A on which the Application Software is authorized for use in
order to perform various data processing functions.
1.6 "Hardware" means the combination of the machine types and other
hardware products which, together with the Operating System, can perform one or
more data processing functions when utilizing the Application Software.
1.7 "Operating System" means the software necessary to operate the
Hardware.
1.8 "Location" means the location set forth on Exhibit A.
1.9 "User" means any Computer System session, i.e., user log-in, running
the Operating System and Application Software, either attached or detached.
1.10 "Customizations" means any and all changes, modifications, or
enhancements to the Application Software, as well as derivative works, developed
by Buyer, for Buyer by third parties, or by EMS under separate Project
Authorization, regardless by whom paid.
1.11 "Professional Services" means services provided by EMS to Buyer on a
time and materials or fixed price basis, whether they occur at Buyer's site, at
EMS, or over the telephone and whether authorized in this Agreement or by
separate Project Authorization as described in Exhibit B. The most common
Professional Services are training, consulting, installation, data conversions,
and Customizations.
1.12 "Support" means the Upgrade, and Telephone Support services purchased
by the Buyer under Exhibit C of this Agreement for the standard, unmodified,
Application Software.
1.13 "Upgrade" means the Application Software Upgrade Plan service provided
by EMS to Buyer on a periodic basis under which EMS makes available the latest
versions of Application Software previously licensed to Buyer.
1.14 "Telephone Support" means a service provided by EMS to Buyer on a
periodic Telephone Support Plan basis under which EMS makes available various
levels of telephone support.
2. LICENSE AND PURCHASE
2.1 Grant. Subject to all the terms and conditions of this License, and
upon payment of the Price as applicable, EMS grants to Buyer the nonexclusive,
nontransferable, forty (40) year right and license to use, but not own, the
Application Software and to use, but not own, Customizations, on the Computer
System, at the Location, in Buyer's own business, and solely for Buyer's own
internal operations at the User level. The Buyer's right to use TPS Products is
subject to the terms of their respective agreements which Buyer shall execute if
required. Customizations, as well as TPS Products not covered by standard EMS
Support under Exhibit C, may be supported on a time and materials basis under
Project Authorizations separately entered into pursuant to Exhibit B.
2.2 Security. Buyer agrees to use and not to attempt to defeat the present
and any future security system of the Products.
2.3 Application Development Language License. By execution of this
Agreement, Buyer acknowledges having read and understood, agrees to comply with
and be bound by the application development language license attached hereto as
Exhibit AA, and is hereby granted the right to use the application development
language as therein set forth. EMS is hereby authorized by Buyer, if required by
the application development language owner, to execute same on behalf of Buyer
as attached.
2.4 DNC and Foundation Routines Source Code. EMS agrees, upon request and
at Buyer's expense, to escrow the DNC and Foundation Routines excluded from the
Application Software under terms that will permit Buyer to access such source
code, for use under the terms and conditions of this Agreement, upon
presentation to the escrow agent of a court order finding that EMS has ceased
business operations through dissolution or the like. EMS will, upon request,
provide Buyer with the name and location of the escrow agent.
2.5 Purchase. Subject to all the terms and conditions of this Agreement,
Buyer agrees to purchase the Professional Services Products as set forth in
Exhibit B and the Support and any other Products as set forth in Exhibit C at
the Prices also set forth in those Exhibits, except that Buyer is not committing
to purchase any items set forth as "Estimated" amounts on Exhibit B unless and
until a Project Authorization is completed as specified in Exhibit B for any
such item.
3. PAYMENT
3.1 Timing. Buyer shall pay EMS for the Products as follows:
3.1.1 A down payment of 50 percent of the Application Software
and TPS Price upon execution of this Agreement and shall
pay the balance of the Price upon Acceptance as defined
below in Paragraph 4.3. Buyer shall pay for other items as
set forth on Exhibit A.
3.1.2 Buyer shall pay EMS for Professional Services as incurred.
3.1.3 Buyer shall pay EMS for Support and any other Products set
forth in Exhibit C the Price set forth in Exhibit C in
advance of the Term as defined in Exhibit C.
3.2 Currency. All prices are expressed in United States currency unless
otherwise noted and all purchases are F.O.B. point of shipment unless otherwise
noted.
3.3 Related Costs. In addition to the Price, Buyer shall pay EMS, or
certify that payment has been made, for any sales, use, or other tax or related
payment applicable to the sale or licensing of the Products, and actual shipping
and related insurance charges.
4. DELIVERY, INSTALLATION, AND ACCEPTANCE
4.1 Estimated Dates. Any stated delivery, installation, or other
performance date shall be regarded as an estimated date only, which EMS shall
make reasonable efforts to meet. EMS' acceptance of this Agreement is
conditioned on review and approval by EMS' Credit Department.
4.2 Changes. Buyer may not make any changes to delivery, installation, or
other performance of services schedules once agreed except with EMS's prior
written consent, which shall not be unreasonably withheld.
4.3 Acceptance.
4.3.1 EMS shall deliver the Exhibit A software Products to Buyer
or, if separately agreed to, install such Products on
the Computer System at the Location and demonstrate to
Buyer that the Application Software Products perform on the
Computer System. All the Exhibit A Products shall be deemed
accepted by Buyer and Acceptance shall be deemed to have
occurred upon delivery or, if installed by EMS, upon the
earlier of the completion of the Application Software
demonstration or 30 days after delivery.
4.3.2 EMS shall perform or deliver the Exhibit B Services or
Products as set forth on Exhibit B. Such Services or
Products shall be deemed Accepted by Buyer upon performance
or delivery as called for.
4.3.3 Buyer may not cancel or reschedule any Application
Software, or Special Products and Services or portion
thereof after pickup, delivery or installation.
4.3.4 Buyer may not cancel Software Customization, Professional
Services, Software Maintenance Plan(s), or Data Conversion
after the respective services are provided to Buyer.
5. BUYER'S AND EMS' REMEDIES
5.1 Arbitration. Any controversy or claim arising out of or relating to
this Agreement or its breach, shall only be settled in accordance with the
Commercial Rules of the American Arbitration Association in Milwaukee, WI and
judgment upon any award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.
5.2 Termination. In addition to any other termination provisions herein,
this Agreement may be terminated by either party in the event the other party
should fail to perform any of its obligations hereunder and should fail to
remedy such nonperformance within thirty (30) calendar days after written
demand, provided, however, that upon a second breach of the same obligation by
such party, the other party hereto may forthwith terminate this Agreement upon
written notice to the breaching party and failure to cure within five (5)
calendar days.
5.3 After Termination. Upon the termination of this Agreement for any
reason, both parties shall return to the others as appropriate all Product and
Confidential Information, as defined in Paragraph 7.2, in the other's possession
or, with the other's approval, destroy such information with certification by an
officer. The parties' obligations relating to Confidential Information shall
survive the termination of this Agreement.
6. WARRANTY AND LIMITATION OF LIABILITY
6.1 Warranty.
6.1.1 EMS warrants that the Application Software does not
infringe a third party's property rights. EMS further
warrants that it has the right to sell or license the
Application Software and Third Party Software to Buyer
pursuant to the terms of this Agreement and, to the extent
authorized, passes on to Buyer all available TPS
warranties. EMS further warrants that for as long as Buyer
subscribes to the EMS Telephone Support Plan, the
Application Software will perform in essential compliance
with its official products manual specifications. EMS
makes no other warranty with respect to Third Party
Software, which is covered by whatever warranty, if any,
each such Third Party may separately provide directly to
the Buyer. EMS also represents that Third Party Software
will work in concert with the Application Software if such
Third Party Software is covered under Software Support
Services in Exhibit C herein, and such representation is
specifically set forth in Exhibit C.
6.1.2 EMS warrants that it has the right to sell or license the
Professional Services Products to buyer pursuant to the
terms of this Agreement and that its Customization
Products will perform in essential compliance with their
Project Authorization design requirements for a period of
three (3) months from acceptance.
6.1.3 EMS warrants that it has the right to sell or license the
Exhibit C Products to Buyer pursuant to the terms of this
Agreement and that the Support will be performed in
essential compliance with the Support plans set forth in
Exhibit C.
6.2 No Other Warranty. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN
LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.3 Limitation of Liability.
6.3.1 In the event the Products sold or licensed by EMS do not
conform to their above respective warranty, EMS' entire liability and
Buyer's sole remedy will be, in EMS' sole discretion, either a) the
correction of the problem by replacement or rework of the Product, or
b) a refund of any fees actually paid relating thereto and proportional
to the remaining Term of the underlying license if Application Software
or Professional Services are involved, or in proportion to the Term of
Support remaining if Support services are involved. Where EMS chooses
to correct or rework the Application Software, it will perform the
following: 1) for Application Software which is licensed as part of the
initial purchase, EMS will investigate, develop and make available
programming corrections as appropriate, in machine readable form, at no
charge to Buyer except for EMS's direct out of pocket expenses, (meals,
lodging, and transportation for on-site work, and phone charges for
remote work) except that subsequent to the first twelve (12) months
after Acceptance, Buyer is responsible for detailed investigation of a
suspected non-compliance; 2) for Application Software which is
subsequently licensed or upgraded to a newer version, EMS will
investigate, develop and make available programming corrections as
appropriate, in machine readable form, at no charge to the Buyer except
for EMS's direct out of pocket expenses, except that subsequent to the
first three (3) months after Acceptance, Buyer is responsible for
detailed investigation of a suspected non-compliance. In both 1) and 2)
Buyer is responsible for applying the corrections to its copy of the
Application Software.
6.3.2 In the event of a breach by EMS of the non-infringement
warranty in 6.1.1, but subject to the same limitations on liability in
6.3.1b, EMS shall be responsible for Buyer's reasonable attorney fees
and any damages finally awarded so long as Buyer has promptly given EMS
notice of such claim, offered to turn over defense of the claim to EMS,
and fully informed and cooperated with EMS in the defense of the claim.
6.3.3 In the event of a non-warranty breach of this Agreement
by EMS, Buyer's sole recovery shall be for its actual damages, not to
exceed any fees it actually paid to EMS pursuant to this Agreement.
6.3.4 IN NO EVENT SHALL EMS BE LIABLE UNDER THIS AGREEMENT FOR
ANY CONSEQUENTIAL, GENERAL, OR SPECIAL DAMAGES EVEN THOUGH THE PARTIES
MAY BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
6.4 Access. EMS or its designated agent shall have reasonable access to the
Computer System to perform any warranty and maintenance services when and as
required and to determine if the Products provided to Buyer are being used in
conformance to this Agreement.
7. CONFIDENTIALITY
7.1 Third Party Proprietary Property. Some of the Products provided
pursuant to this Agreement may constitute the trade secrets and proprietary
properties of EMS or other licensing suppliers pursuant to agreements with those
suppliers. Buyer agrees to include on any permitted copies made of the Products,
the same proprietary notices or legends that appear on the materials it
receives. Buyer also agrees to use reasonable efforts to procedurally protect
those materials and the information they contain from transfer, disclosure, or
use by any employee, entity, or other person, other than as expressly permitted.
Buyer agrees to notify EMS or the third party owner, as appropriate,
immediately of any violation of this provision it becomes aware of or suspects.
7.2 Confidential Information. Buyer and EMS acknowledged that, in
connection with the Products purchased or licensed pursuant to this Agreement,
EMS has provided or may provide Buyer with discs, tapes, or other software
media; documents; or information through discussions relating to its or its
licensors' products, processes, programs, plans, customers, or the like and that
EMS will receive non-public information concerning the business of Buyer. All
such information, whether of a Trade Secret or non-Trade Secret nature, shall be
deemed Confidential Information and shall be kept in the strictest confidence
and trust and may not be disclosed to other than Buyer's or EMS's own employees
having a need to know the information in furtherance of this Agreement, without
the express written consent of EMS or Buyer as applicable, which consent shall
not be unreasonably withheld.
8. MISCELLANEOUS
8.1 Entire Agreement. This Agreement, which includes the Exhibits attached
hereto, constitutes the entire Agreement between the parties with regard to the
Products, superseding any prior proposals or agreements. Any provisions of this
Agreement prohibited by law shall, without invalidating the remaining provisions
hereof, be ineffective to the extent of the prohibition. Any changes to this
Agreement must be in writing and signed by both parties.
8.2 Governing Law. This Agreement and the rights and obligations of the
parties hereto shall be governed by and construed in accordance with the laws of
the State of Wisconsin.
8.3 Further Actions. The parties agree to take any and all further actions,
including the execution of documents, required to fully effect the provisions
and intent of this Agreement.
9. AMENDMENT
The attached Amendment dated this same date is incorporated into this
Agreement by this reference. The terms and conditions set forth in that
Amendment take procedure over any conflicting terms set forth above.
IN WITNESS WHEREOF, each party represents that it has full power and
authority to enter into and perform this Agreement, that the person signing this
Agreement on behalf of each party, subject to EMS credit approval condition
above, has been properly authorized and empowered to do so, and that each has
carefully reviewed it and consulted with such experts as each deemed necessary.
BUYER:
XXXXXX MANUFACTURING COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: VP/S
---------------------------------
ACCEPTED at Milwaukee, Wisconsin
By: EFFECTIVE MANAGEMENT
SYSTEMS, INC.
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------------------
Title: President - Central Region
---------------------------------
INVESTMENT SUMMARY
To
EMS Purchase Agreement
XXXXXX MANUFACTURING COMPANY
Your Computer System Investment is priced as follows:
EMS Software Investment $0
Non-EMS Software Investment $0
-------------------------------------------------------------------------------
Total Hardware and Software Investment $0
Recommended Professional Services Budget is priced as follows:
Account Services and Project Management to be provided
by Xxxxxx X. Olive & Company, Inc. $0
Installation Services $2,520
Data Conversion Services $3,360
Seminar Training Services to be provided by
Xxxxxx X. Olive & Company, Inc. $0
Budget for EMS Software Update Installations 2 per year $1,000
Estimated Budget for Software Customization Services $6,800
-------------------------------------------------------------------------------
Total Professional Services Budget $13,680
Software Maintenance Plan is priced as follows:
Annual EMS Software Maintenance Plan $0
Annual Non-EMS Software Maintenance & Support $0
-------------------------------------------------------------------------------
Total Software Maintenance Plans $0
EXHIBIT A
To
EMS Purchase Agreement
(Software License Purchases)
between EMS and XXXXXX MANUFACTURING COMPANY as Buyer
The following are the Application Software and Third Party Software
Products to be licensed or purchased under this Agreement with their Price for
use only on the Computer System and at the User level and Location also set
forth. EMS offers standard Support for the Products listed under subsections 1
and 2 below under Exhibit C to this Agreement. While standard Support is not
available for Products listed under subsection 3 below, support may be provided
by EMS for some of them on a time and materials, product by product, basis under
separate Project Authorizations under Exhibit B-4 to this Agreement.
Computer System:
Hardware: DEC Prioris XI Operating System: Windows NT
-------------- ----------
Location: 00 Xxxxx Xxxxx Xxxxxx, Xxxxxx, XX 00000-0000
--------------------------------------------
Number of Application Software Users on the Computer System: 50 Version: 60
----- ----
1. Application Software Products for which standard Support is available for
purchase:
Number of V6.0 TCM Users 50 concurrent users
Number of Existing TCM Users 50 concurrent users
Existing Upgrade List Price
License License V6.0 V6.0 Software
Application (Y/N) (Y/N) User Count Investment
----------------------------------------------------------------------------------------------------
TCM Base Functions and Foundation
Routines including Document Library
(Mandatory) $12,300 $12,300
Inventory Management with Material
History and Bin/Lot Tracking Y Y $11,700 $11,700
Bills of Material Y Y $7,000 $7,000
Standard Product Routings Y Y $4,300 $4,300
Standard Product Costing Y Y $4,300 $4,300
Job Costing Y Y $7,000 $7,000
Estimating Y Y $11,700 $11,700
Customer Order Processing with Sales
History Y Y $11,700 $11,700
Bookings History Y Y $4,300 $4,300
Features & Options N N $4,300 $0
Product Configurator N N $7,000 $0
Rules Based Calculator N N $7,000 $0
Purchase Order with Purchasing History Y Y $11,700 $11,700
Requistions Y Y $4,300 $4,300
Shop Floor Control with Manufacturing
History Y Y $11,700 $11,700
"As Built" Configuration History N N $4,300 $0
Material Requirements Planning Y Y $11,700 $11,700
Master Production Scheduling Y Y $11,700 $11,700
Plant and Equipment Maintenance Y Y $7,000 $7,000
Accounts Payable Y Y $7,000 $7,000
Accounts Receivable Y Y $7,000 $7,000
Payroll (This module is in maintenance
Mode) Y Y $7,000 $7,000
General Ledger Y Y $7,000 $7,000
Factory Data Collection Y Y $11,700 $11,700
Liability & Warranty Tracking N N $4,300 $0
Mailing Systems N N $4,300 $0
Electronic Data Interchange (EDI) N N $11,700 $0
Abra Interface (Licensed by number of
Employees) 0 N $0 $0
Subtotal EMS Application Software $172,100
EMS Application Software Transfer Fee $0
Credit for Software Upgrade or
Maintenance Plan Y -$172,000
----------------------------------------------------------------------------------------------------
Total EMS Software Investment $0
EXHIBIT A
To
EMS Purchase Agreement
(Software License Purchases Continued)
2. Third Party Software Products for which standard Support is available for
purchase:
Product Name Each Qty Extended
------------------------------------------------------------------------------------
Synergy SE Licenses $260 50 $13,000
Synergy SE, Credit for Existing Synergy 0 -$13,000
------------------------------------------------------------------------------------
Total Synergy SE Software $0
Annual Synergy Support and Right-to-Updates (15%) -
Current Plan Remains Intact
------------------------------------------------------------------------------------
ABRA Human Resources $0
ABRA Payroll $0
ABRA Networked Seats (1 Included) $0
ABRA Link and Toolkit Required for Data Collection
Integration $1,890 0 $0
------------------------------------------------------------------------------------
Total ABRA Software $0
------------------------------------------------------------------------------------
ABRA Human Resources Support and Right-to-Updates $0
ABRA Payroll Support and Right-to-Updates $0
ABRA Toolkit and Link Support and Right-to-Updates $0
------------------------------------------------------------------------------------
Total ABRA Support and Right-to-Updates $0
3. Third Party Software Products for which standard Support is not available:
Myriad Viewer Single Seat $395 0 $0
Myriad Viewer Concurrent Version 5-User Increments $2,565 0 $0
Loftware Label Printing (Professional Edition) $995 0 $0
Forest & Trees (Price for over 10 users is $195 each) $295 0 $0
------------------------------------------------------------------------------------
Total Non-EMS Client PC Software $0
Windows NT Server V4.0 +5 Client Access Licenses $810 0 $0
Windows NT V4.0 Additional Client Access Licenses $40 0 $0
Exchange Server V5.5 + 5 Client Access Licenses $1,000 0 $0
Exchange Server V5.5 Additional Client Access Licenses $57 0 $0
Seagate Backup Exec Single Server Edition $695 0 $0
Windows NT Server Resource Kit $99 0 $0
Powerchute UPS Shutdown Software $99 0 $0
Diskeeper NT Server $399 0 $0
Diskeeper NT Workstation (one license per workstation) $75 0 $0
------------------------------------------------------------------------------------
Total Non-EMS Windows NT Server Software $0
EXHIBIT AA - To EMS Purchase Agreement
Between EMS and XXXXXX MANUFACTURING COMPANY as Buyer
SYNERGEX
0000 Xxxx Xxxxxx Xxx, Xxxx Xxxxx, XX 00000
Phone 000 000 0000 or 916/000-0000 or Fax 916/000-0000
Synergy License Agreement
(Please type or print all information clearly)
Supplier Name Effective Management Systems, Inc.
----------------------------------
(Synergex or VAR)
Hardware DEC Prioris XL
-------------- ---------------
(Brand/Model) (Serial Number)
Operating System Windows NT System Code
---------- ---------------
Registration String (Not Applicable for VMS)
--------------
Licensee Xxxxxx Manufacturing Co., Corydon, IN
-------------------------------------
Number of Licensed Concurrent Users 50
------
Licensed Product Information - Licensed Software
------------------------------------------------
Synergy Development Environment Synergy Report Writer
Visual Synergy Synergy Runtime
Synergy Report Writer Runtime Synergy Client/Server Package
db Drivers Synergy SQL Connection Runtime
Synergy RDB Translator Runtime Synergy SQL OpenNet
Synergy ODBC Driver
Synergex should return configuration keys or license PAKSS to:
FAX Number 000-000-0000 Attention Xxx Xxxxxxxxxx, Customer Service
------------ ---------------------------------
Customer Name Effective Management Systems, Inc. Address 00000 Xxxx Xxxx Xxxxx, Xxxxxxxxx, XX
---------------------------------- ------------------------------------
Licensee agrees to be bound by Synergex's Product Licensee Agreement terms as
set forth on the following page. Licensee acknowledges that 1) on the VMS
operating systems, the Licensed Software will not operate unless this License
Agreement is signed and returned to the Supplier names above; 2) on other
operating systems, the Licensed Software will operate for a period of only
fourteen (14) days unless this License Agreement is signed and returned to the
Supplier named above within fourteen (14) days after Software installation.
Licensee: Xxxxxx Manufacturing Co., Corydon, IN
-------------------------------------
By: Date:
------------------------------ -------------------
TERMS AND CONDITIONS
Licensee agrees to the following terms and conditions for a nonexclusive right
to use the computer software indicated on the face page of this License
Agreement (the "Licensed Software").
1. Licensee shall use the Licensed Software solely for the Licensee's own
internal business purposes at the address identified on the face page.
2. The Licensed Software may only be used by the number of users set forth
on the face page. In addition, the Licensed Software may only be used
on the CPU designated on the face page.
3. Licensee's use of the Licensed Software is conditioned upon (1) payment
in full of the applicable software license fee for the software, and
(2) compliance with all terms and conditions of this Agreement.
4. Licensee shall not decompile, reverse engineer or apply any other
procedures or technology to the Licensed Software so as to determine
the source listings for the Licensed Software.
5. Licensee agrees it will not use or grant any right to use the Licensed
Software or any portion thereof except as authorized herein, and that
it will not make or have made, or permit to be made, any copies which
are not necessary to the use by Licensee for which rights are granted
hereunder. Licensee agrees each such necessary copy shall contain the
same proprietary notice or legends which are applicable to such
portions thereof.
6. Licensee agrees it has no rights with respect to the Licensed Software
other than those rights granted by this Agreement. Neither the Licensed
Software nor this Agreement may be assigned or otherwise transferred by
Licensee except that Licensee may, with the written consent of
Synergex, remove the Licensed Software from a designated CPU and
designate a replacement CPU.
7. Licensee recognizes that Synergex and its suppliers make no warranty of
any kind with respect to the Licensed Software. The sole obligation of
Synergex or its supplier with respect to the Licensed Software shall
be: (1) to make available to Licensee all published modifications and
updates made by Synergex to the Licensed Software for a period of sixty
(60) days; (2) to make available to Licensee all such modifications or
updates after that sixty (60) days only in the event Licensee has
contracted for software support on the terms and conditions of
Synergex's separate support agreement; and (3) to reply to written
notification of defects in the Licensed Software. In the event Synergex
is not the supplier as listed herein, the supplier and not Synergex
shall have the foregoing obligations.
THE FOREGOING IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE
LICENSED SOFTWARE OR ANY MEDIA OR HARDWARE USED TO DELIVER OR TRANSMIT THE
SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE FURTHER AGREES
SYNERGEX AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOST PROFITS, OR FOR ANY
CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER PARTY. IN NO EVENT SHALL SYNERGEX
OR ITS SUPPLIERS BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF SYNERGEX HAS BEEN
ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.
8. Licensee agrees Synergex may immediately terminate this Product License
in the event Licensee fails to observe the terms and conditions set
forth herein and fails to remedy the breach within seven (7) days after
written notice from Synergex or its authorized representative. Since
such unauthorized use or transfer of the Licensed Software will
substantially diminish the value of the Licensed Software to Synergex,
Synergex will be entitled to equitable relief as well as money damages.
9. In the event this Product License is terminated, Licensee agrees to
return to Synergex the Licensed Software and to provide Synergex with a
signed and dated written certification the Licensee has destroyed all
of its copies of the Licensed Software. Such return and notice must be
received by Synergex within fifteen (15) calendar days following notice
of termination.
10. This Agreement shall remain in effect for a period of not more than
twenty (20) years hence, or until otherwise terminated as provided
herein.
11. If Synergex is required to engage in any proceedings, legal or
otherwise, including arbitration, to enforce its rights under this
Agreement, Synergex shall be entitled to recover from Licensee, in
addition to any other sums due, the reasonable attorney's fees, costs,
and necessary disbursements involved in said proceedings. In addition,
Licensee shall pay Synergex its reasonable attorneys' fees and costs
incurred in enforcing any judgment, order or decree issued by a court,
arbitrator or other authority in such proceedings, or in collecting any
monetary award made to Synergex in such proceedings.
12. Synergex shall be deemed not to have assented to any variations in the
terms of this Agreement or to different terms unless such assent is
express, includes an express waiver of the applicable terms of this
Agreement, and is in writing and signed. Moreover, any waiver is only
for the particular matter specified therein, and shall not constitute a
waiver of any further breach of this Agreement.
13. This Agreement shall be governed by the laws of the State of
California.
EXHIBIT B
To
EMS Purchase Agreement
(Time Critical(TM) Implementation Time and Materials Services Purchases)
between EMS and XXXXXX MANUFACTURING COMPANY as Buyer
1. PROFESSIONAL SERVICES PRICE LIST
Time and Materials Service Hourly Rates
Application Programming $95/hr
Application Design and Senior Programming $125/hr
Account and Project Management $125/hr
Senior Account and Senior Project Management $155/hr
Senior Application and Technical Consulting $155/hr
Strategic Business Consulting $175/hr
Professional Services rates are based on current EMS labor rates which may be
revised upon 90 days' written notice. In addition to these rates, Buyer will pay
reasonable out-of-pocket expenses for work done at Buyer's location such as
meals, lodging, transportation, and allowance for auto mileage, long-distance
telephone charges for work done at EMS on Buyer's computer system and travel
time. All Professional Services travel time is billable at 1/2 the regular rate
for the selected service.
There will be 1/2 hour minimum Professional Services charge for all work
performed at EMS, including telephone calls. There will be a 2-hour minimum
Professional Services charge for on-site work performed for EMS customers within
60 miles of the EMS office, for EMS customers outside 60 miles there will be a
4-hour minimum Professional Services charge for work performed on-site. A 50%
premium is added for all work performed on weekends and holidays for the
selected service.
EMS will receive Buyer approval before beginning any Professional Services work.
All Professional Services time is billable to the Buyer (with the sole exception
of correcting warranteed programming errors) whether it occurs at the Buyer's
site, at EMS, or over the phone. Actual Professional Services expenses vary
greatly from customer to customer, depending primarily on customer commitment of
resources, speed of learning, previous experience, internal coordination and
management, etc. Professional Services will be provided as needed and requested
by Buyer. The estimated investments on the following pages are Professional
Services the Buyer might request from EMS.
EXHIBIT B (continued)
To EMS Purchase Agreement
2. PROFESSIONAL SERVICES BUDGET ESTIMATES
Actual Professional Services expenses vary greatly from customer to customer,
depending primarily on customer commitment of resources, number of individuals
who need training, speed of learning, previous experience, internal coordination
and management, and other factors. Professional Services will be provided based
on the requests of Buyer. The budgeted estimated amounts of Professional
Services shown below are what Buyer might request from EMS.
The Price to Buyer for each Professional Services Product is based on the actual
effort expended by EMS in completing each project as approved in this Exhibit by
a Fixed price or unit Fixed Price entry or by separate Project Authorization.
Based on discussions to date, the recommended budget estimates for the following
Professional Services projects are as follows:
Account Services and Project Management to be provided by Xxxxxx X. Olive &
Company, Inc.
Licensed Plan to Currently Standard
EMS Application Description (Y/N) Use Use (Y/N) 21-50 Users
(Y/N)
--------------------------------------------- ------------ ----------- ----------- ------------
EMS Base System Setup Y N N
using Doc Lib Organization Y N N
Using VMK Buttons (NT) Y N N
Inventory Management Y N N
Using Bin Tracking Y N N
Xxxx of Material Y N N
Using ECN Y N N
Standard Product Routing Y N N
Standard Product Cost Y N N
Job Costing Y N N
Estimating Y N N
Cust Order Proc & Sales History Y N N
Using Shipping/BOL Function Y N N
Using Shipping Containers Y N N
Using Loftware Lbl Integration Y N N
Features & Options N N N
Product Configurator N N N
Rules Based Configurator N N N
Purchase Orders with History Y N N
Requisitions Y N N
Shop Floor with History Y N N
Using Scheduling Y N N
using Shop Order Auto-Create Y N N
using Outside Processing Y N N
using Factory Workstation Y N N
using As-built-Config history N N N
Plant & Equip Maintenance Y N N
Material Requirements Planning Y N N
Master Production Scheduling Y N N
Accounts Payable Y N N
Account Receivable Y N N
Payroll (TCM) Y N N
General Ledger Y N N
Factory Data Collection Y N N
Liability & Warranty Tracking N N N
Mailing Systems N N N
EDI (Custom Quote) N N N
Multi-Currency -- N N
Value Added Tax (VAT) -- N N
Whole System Quote (Basic) -- N N
---------------------------------------------------------------------------------- ------------
Total EMS Implementation (Days) 0-0
EXHIBIT B (continued)
To EMS Purchase Agreement
PROFESSIONAL SERVICES BUDGET ESTIMATES (continued)
Approved Non-EMS Software
------------------------------------------------- ---------- ---------- --------- -------------------------
Synery ICS Y N N
EIS (Forest & Trees) N N N
ODBC Y N N
Abra Human Resources N N N
with DC/ABRA HR Integration N N N
Abra Payroll N N N
with GL/Abra PR Integration N N N
------------------------------------------------- ---------- ---------- --------- -------------------------
Total Non-EMS Implementation (Days) 0.0
Total EMS & Non-EMS (Days) 0.0
Project Planning & Coordination
Project Planning & Coordination N 0.0
Senior Consulting Services
Senior Consulting N 0.0
Standard
Implementation Services Budget 21-50 Users
Total Implementation Days 0.0
Hourly Rate and Estimated Budget $125 $0
Senior Application Consulting
Total Senior Consulting Days 0.0
Hourly Rate and Estimated Budget $155 $0
Total Implementation Estimated Budget $0
Total Implementation Estimated Days 0.0
EXHIBIT B (continued)
To EMS Purchase Agreement
INSTALLATION SERVICES BUDGET ESTIMATES
Installation Services Qty List Price Extended Price
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Windows NT Server Operating System Installation 0 $750 $0
- Install NT 4.0 Server from CD + Establish Admin and EMS passwords - Install
Service Pack 3 on NT Server
- Configure RAID sets (up to 7 devices) - Configure 1 Network Card and TCP/IP
Address - Configure one modem using RAS on server
- Install/Configure Remotely Possible for dial-in operation
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Additional Recommended NT Server Application Installation 0 $750 $0
- Install/Configure Seagate Backup Exec
- Install/Configure APC Powerchute
- Install/Configure MS Exchange with defaults and EMS & EMSMAIL
------------------------------------------------------------------------------------------- --------- ----------- ---------------
NT Server TCP/IP Network Software Installation 0 $500 $0
- Install/Configure the MS Internet Information Server
- Install/Configure DHCP Server on the NT Server
- Install/Configure DNS Server on the NT Server
- Install/Configure WINS Server on the NT Server
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Standard TCM Software Installation (includes 1 client) 1 $2,100 $2,100
- Install TCM from CD Distribution + Establish Standard Passwords
- Install Dual ems root (V5.3/V6.0)
- Configure 3 supported printers for TCM at time of initial installation
- Load Test Company + Install TCM on one client to ensure operation
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Additional TCM Client Installations 0 $140 $0
- Install TCM Client on the PC already running Wwin95 or NT
- Install MS Exchange on the PC already logged into the NT Domain
- Install Remotely Possible on the PC
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Document Library & Myriad Initial Installation (includes 1 client) 0 $420 $0
- Configure Document Library in TCM
- Install/Configure EMSIMAGE module on one client
- Install/Configure Myriad on the server (if purchased)
- Provide training on EMSIMAGE/Myriad installation
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Additional Document Library/Myriad Client Installation 0 $100 $0
- Install/Configure EMSIMAGE module + Myriad (if purchased)
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Document Library Print/Merge Initial Setup 0 $420 $0
------------------------------------------------------------------------------------------- --------- ----------- ---------------
ODBC Database Access Setup 1 $420 $420
- Install Synergy/DE SQL OpenNet on server
- Configuration of ODBC Security
- Installation of the Synergy xfODBC Client Driver on one client PC
- Test ODBC access from the client to the server
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Forest & Trees with EIS Template installation with one client 0 $280 $0
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Additional Forest & Trees Client Installation 0 $100 $0
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Factory Workstation Setup with one client 0 $200 $0
------------------------------------------------------------------------------------------- --------- ----------- ---------------
Total Installation Services $2,520
EXHIBIT B (continued)
To EMS Purchase Agreement
TRAINING BUDGET ESTIMATES
Training Services to be provided by Xxxxxx X. Olive & Company, Inc.
Classroom Onsite
Length Seminar Seminar
Scheduled Classroom Seminars Licensed Select Days Students Students Total Cost
-------------------------------------------------- ------------- ---------- ----------- ---------------- ------------- ------------
Inventory Management Y N 2.0 1 0 $0
Xxxx of Material Y N 0.5 1 0 $0
Standard Routings Y N 1.0 1 0 $0
Job Costing Y N 1.5 1 0 $0
Shop Floor Control Y N 2.0 1 0 $0
Shop Floor Scheduling Y N 1.0 1 0 $0
Engineering Change Control -- N 0.5 0 0 $0
Outside Processing -- N 1.0 0 0 $0
Product Configurator N N 1.0 0 0 $0
Features & Options N N 1.0 0 0 $0
Rules Based Configurator N N 1.0 0 0 $0
Data Collection Labor & Matl Reporting Y N 1.5 1 0 $0
Plant & Equipment Maintenance Y N 0.5 1 0 $0
Standard Product Costing Y N 0.5 1 0 $0
Estimating Y N 1.5 1 0 $0
Customer Order Processing Y N 2.0 1 0 $0
Purchase Orders Y N 1.5 1 0 $0
Requisitions Y N 0.5 1 0 $0
Material Requirements Planning Y N 2.0 1 0 $0
Master Production Scheduling Y N 2.0 1 0 $0
Accounts Payable Y N 1.5 1 0 $0
Accounts Receivable Y N 1.0 1 0 $0
Payroll Y N 2.0 1 0 $0
General Ledger Planning Y N 1.0 0 0 $0
General Ledger Operations Y N 1.0 0 0 $0
Liability & Warranty Tracking N N 1.0 0 0 $0
Synergy Report Writer -- N 2.0 0 0 $0
Synergy Toolkit Programming -- N 4.0 0 0 $0
Introduction to EMS Programming -- N 2.0 0 0 $0
EMS Applications on Windows NT Y N 1.0 1 0 $0
ODBC Systems Administration Y N 1.0 1 0 $0
Electronic Data Interchange (EDI) N N Custom 0 0 $0
-------------------------------------------------- ------------- ---------- ----------- ---------------- ------------- ------------
Total Classroom Seminar Budget $0
-------------------------------------------------- ------------- ---------- ----------- ---------------- ------------- ------------
Daily Student Rate $325
Daily Onsite Seminar Rate, 1-9 Students $1,400
Daily Onsite Seminar Rate, 10-15 Students $2,000
Daily Onsite Seminar Rate, 16-20 Students $2,300
EXHIBIT B (continued)
To EMS Purchase Agreement
DATA CONVERSION BUDGET ESTIMATES
Estimated Estimated Fixed
Data File Conversions # of Days Price* Price
--------------------- --------- --------- ------
Convert: IM, BM, SR, JC, PO, SF, DC, Tables (CM) $3,360
Recommended Data File Conversions Budget: $3,360
----- ------
*These estimates are based on Buyer supplying to EMS files to be converted on a
suitable media with suitable "record layouts".
EXHIBIT B (continued)
EMS Purchase Agreement
3. SOFTWARE CUSTOMIZATION
--------------------------------------------------------------------------------
EMS provides Application Software Customization services using a formal design
and approval procedure to ensure each software Customization project will meet
Buyer's requirements. Programming is not started on a Customization project
until its specifications are mutually agreed upon and a written Project
Authorization with design requirements is approved by Buyer. Any subsequent
changes in specifications normally involve additional expense to Buyer.
Consulting, design discussions, programming, testing, and other activities
related to Customization projects performed by EMS are all billable to Buyer
based on the above Price List as revised from time to time. Additional projects
may be requested and approved by Buyer at any time using the Project
Authorization procedure. Overall expense for Customization varies considerably
depending on Buyer's willingness to adapt to standard software features.
The Customization projects below and their budgeted estimated costs are only
those identified as of the date of this Agreement and are based on information
EMS has received from Buyer. Each requires completion of a Project Authorization
under this Exhibit subsection 4 must be separately agreed upon.
Description Estimated Price
----------- ---------------
Retrofit current modifications from V5.3 to V6.0.3 $ 8,500
Less: Special Customer Discount -8,500
----------
Software Customization Subtotal $ 0
Estimated: Update modifications from V6.0.3 to V6.0.5
- This may vary based on the actual released content of V6.05 3,800
Install modifications (3.0 days) $ 3,000
----------
Totals Exhibit B-3: $ 6,800
----------
--------------------------------------------------------------------------------
4. SPECIAL SERVICES
--------------------------------------------------------------------------------
Special Services are Professional Services which EMS may agree to provide on a
time and materials, project by project, basis in response to Buyer requests.
Special Services will be initiated by the Project Authorization procedure. All
requests to provide support, (other than standard software Support available
under Exhibit C) such as for all Customizations, certain Third Party Software,
and all Computer System Products, to the extent available through EMS, is
available only as Special Services under this provision.
The Special Services projects listed below and their Prices are only those
identified as of the date of this Agreement and, if estimated, are based on
information EMS has received from Buyer and require completion of individual
Project Authorizations before work will begin. Those listed as Fixed are
considered approved.
Estimated Fixed
Special Services Price Price
---------------- --------- -----
Not applicable
Totals Exhibit B-4: N/A
-----------------------
EXHIBIT C
to
EMS Purchase Agreement
(Software Support Services Purchases)
between EMS and XXXXXX MANUFACTURING COMPANY as Buyer
--------------------------------------------------------------------------------
The following are the software Support services Projects to be purchased under
this Agreement with their Price for use only on the Computer System and at the
User level and Location also set forth. EMS reserves the right to revise the
terms of these Plans (other than price, which may not be revised during a Term)
at anytime upon 30 days notice. Each `period' referenced is a Term. The initial
Term commences upon delivery of the Application Software and/or Third Party
Software. Non-standard software support (for all Customizations of the
Application Software and for TPS not listed below) is only available from EMS on
a time and materials, product by product, basis under a separate Exhibit B-4
Project Authorization.
Computer System:
Hardware: DEC Prioris XL
Operating System: Windows NT
Location: 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, XX 00000-0000
Number of Application Software Users on the Computer System: 50
Version: 6.0
1. SOFTWARE UPGRADE AND TELEPHONE SUPPORT PLAN PERTAINING TO THE FOLLOWING
EMS APPLICATION SOFTWARE PRODUCTS PURCHASED FROM EMS PURSUANT TO EXHIBIT
A-1:
At the annual price set forth below EMS agrees to make available to Buyer the
latest versions of all previously licensed Application Software packages listed
below for the Computer System shown above, and EMS also agrees to provide to
Buyer toll-free telephone support weekdays except holidays between 7:00 AM and
6:00 PM Central Time for the Application Software packages listed below.
Customer is responsible for actual installation of the upgrade versions, or may
choose to contract with EMS to provide installation services of such upgrades
under a separate Professional Services Purchase Agreement. The annual price will
remain in effect for two years. The Plan price will be adjusted during the year
as additional Application Software or users are purchased. Buyer agrees to
remain on the Plan for a minimum of two years from the date of commencement of
the Plan. After the initial two year period, the Plan automatically renews for
annual periods thereafter except if canceled in writing by either EMS or Buyer
at least 30 days prior to the end of a Term. This plan does not include any
Professional Services, seminars, additional manuals, software preparation,
Operating System Licenses, reapplying customizations, or other expenses
associated with the delivery or conversion to the new version of the Application
Software. This plan does not include the long distance telephone charges for
warranty work performed at EMS on Buyer's Computer System
EXHIBIT C (continued)
To EMS Purchase Agreement
(Software Support Services Purchases Continued)
Current Plan Remains Intact - 100 EMS Users billed to Corydon, Indiana, location
include 25 EMS Users each at Culpeper and New Salisbury locations.
Number of V6.0 TCM Users 100
Application Software Module Covered Licensed License Price
--------------------------------------------------------------------------------------------------------------------------
TCM Base Function/Foundation Routines includes Document Library (Mandatory) Y $20,300
Inventory Management with Material History and Bin/Lot Tracking Y $20,700
Bills of Material Y $12,000
Standard Product Routings Y $7,300
Standard Product Costing Y $7,300
Job Costing Y $12,000
Estimating Y $20,700
Customer Order Processing with Sales History Y $20,700
Bookings History Y $7,300
Features & Options N $0
Product Configurator N $0
Rules Based Calculator N $0
Purchase Order with Purchasing History Y $20,700
Requisitions Y $7,300
Shop Floor Control with Manufacturing History Y $20,700
"As Built" Configuration History N $0
Material Requirements Planning Y $20,700
Master Production Scheduling Y $20,700
Plant and Equipment Maintenance Y $12,000
Accounts Payable Y $12,000
Accounts Receivable Y $12,000
Payroll (This module is in maintenance mode) Y $12,000
General Ledger Y $12,000
Factory Data Collection Y $20,700
Liability & Warranty Tracking N $0
Mailing Systems N $0
Electronic Data Interchange (EDI) N $0
Abra Interface (Licensed by number of employees) N $0
------------------------------------------------------------------------------------------------------------------------------------
Total EMS Software Investment $299,100
Check
Appropriate
Payment Pre-Paid Annual EMS Software Maintenance Prepay Annual
Option* Plan Term Discount Amount Total Savings
--------------------------------------------------------------------------------------------------
One (1) Year 0% $50,847 $0
Two (2) Years 9% $46,271 $4,576
Three (3) Years 14% $43,728 $7,119
Four (4) Years 19% $41,186 $9,661
Five (5) Years 24% $38,644 $12,203
*The default payment option is for a one year period
--------------------------------------------------------------------------------
EXHIBIT C
to
EMS Purchase Agreement
(Software Support Services Purchases)
(cont'd)
--------------------------------------------------------------------------------
2. SOFTWARE UPGRADE AND TELEPHONE SUPPORT PLAN PERTAINING TO THE FOLLOWING
TPS PRODUCTS PURCHASED FROM EMS PURSUANT TO EXHIBIT A-2:
TPS Upgrade and Telephone Support Plan terms and conditions are the same as
above for the EMS Application Software unless otherwise set forth, except that
for the Annual Upgrade and Telephone Support Plan Price indicated, the services
provided for any particular TPS will only include those indicated by the code as
shown in the "Services Provided" column. The codes are "A": includes EMS
software Upgrades and Telephone Support, "B": includes only EMS Telephone
Support, or "C": includes only software Upgrades. EMS represents that the TPS
supported under codes A and B will work in concert with Application Software.
Product Name Each Qty Extended
New Synergy SE Licenses $260 50 $13,000
Total Synergy SE Software $13,000
Annual Synergy Support and Right-to-Updates (15%) - Current Plan Remains Intact. N/A
ABRA Number of Networked PC Seats Required 0
Product Name Each Qty Extended
------------------------------------------------------------------------------------------------
ABRA Human Resources $0
ABRA Payroll $0
ABRA Networked Seats (1 included) $0
ABRA Link and Toolkit Required for Data Collection Integration $1,890 0 $0
------------------------------------------------------------------------------------------------
Total ABRA Software $0
------------------------------------------------------------------------------------------------
ABRA Human Resources Support and Right-to-Updates $0
ABRA Payroll Support and Right-to-Updates $0
ABRA Toolkit and Link Support and Right-to-Updates $0
------------------------------------------------------------------------------------------------
Total ABRA Support and Right-to-Updates $0
Current Plan Remains Intact
ADDENDUM TO EXHIBIT A
to
EMS Purchase Agreement
dated July 6, 1998 between EMS and XXXXXX MANUFACTURING COMPANY as Buyer
--------------------------------------------------------------------------------
The following are the additional software Products to be licensed or purchased
under the above Agreement with their Price for use only on the Computer System
and at the User level and Location also set forth. This Addendum is effective as
of November 10, 1998.
Computer System:
Hardware: DEC Prioris XL
Operating System: Windows NT
Location: 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, XX 00000
Number of Application Software Users on the Computer System: 50
Version: 6.0
Please Reference Xxxxxx Manufacturing Company's Purchase Order #37279.
1. Application Software Products for which standard Support is available for
purchase:
Product Code Description License Price
------------ ----------- -------------
Five (5) Additional EMS User Licenses @ $1,755 ea. $8,775
------
Total Concurrent EMS Users = 55
Application Software sub-total: $8,775
------
2. Third Party Software Products for which standard Support is available for
purchase:
Product Code Description Number of Users License Price
------------ ----------- --------------- -------------
Five (5) Additional Synergy SE User Licenses @ $260 ea. 5 $1,300
------
Total Concurrent Synergy Users = 55
TPS standard Supportable sub-total: $1,300
------
3. Third Party Software Products for which standard Support is not available:
Product Code Description Number of Users License Price
------------ ----------- --------------- -------------
Not Applicable
TPS non-standards Supportable sub-total: N/A
Totals Addendum to Exhibit A: $10,075
ADDENDUM TO EXHIBIT C
to
EMS Purchase Agreement
(Standard Software Support Services Purchases)
dated July 6, 1998 between EMS and XXXXXX MANUFACTURING COMPANY as Buyer
--------------------------------------------------------------------------------
The following are the additional software Support services Products to be
purchased under the above Agreement with their Price for use only on the
Computer System and at the User level also set forth (see Exhibit). This
Addendum is effective as of November 10, 1998.
Computer System:
Hardware: DEC Prioris XL
Operating System: Windows NT
Location: 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, XX 00000
Number of Application Software Users on the Computer System: 50
Version: 6.0
1. SOFTWARE UPGRADE AND TELEPHONE SUPPORT PLAN PERTAINING TO THE FOLLOWING
EMS APPLICATION SOFTWARE PRODUCTS PURCHASED FROM EMS PURSUANT TO
EXHIBIT A-1.
Current
Additional EMS application Software Modules Covered License Price
--------------------------------------------------- -------------
Five (5) Additional EMS User Licenses $8,775
Additional sub-total $1,243
NOTE: Effective dates are December 1, 1998 through September 30, 1999.
Price has been adjusted to coincide with existing plan.
Current
EMS Application Software Modules Already Covered License Price
------------------------------------------------ -------------
Current Plan Remaining Intact
Prior sub-total N/A
-------------
Received Annual Exhibit C-1 EMS Application Software Combined Plan Price $1,243
-------------
ADDENDUM TO EXHIBIT C
to
EMS Purchase Agreement
(Standard Software Support Services Purchases)
(Cont'd)
--------------------------------------------------------------------------------
2. SOFTWARE UPGRADE AND TELEPHONE SUPPORT PLAN PERTAINING TO THE FOLLOWING
PRODUCTS PURCHASED FROM EMS PURSUANT TO EXHIBIT A-2:
TPS Upgrade and Telephone Support Plan terms and conditions are the
same as above for the EMS Application Software unless otherwise set
forth, except that for the Annual Upgrade and Telephone Support Plan
Price indicated, the services provided for any particular TPS will only
include those indicated by the code as shown in the "Services Provided"
column. The codes are "A": includes EMS software Upgrades and Telephone
Support; "B": includes only EMS Telephone Support, or "C": includes
only software Upgrades. EMS represents that the TPS supported under
codes A and B will work in concert with Application Software.
Current Annual
Additional TPS Covered License Price Services Provided Plan Price
---------------------- ------------- ----------------- ----------
Five (5) Additional Synergy SE User Licenses $1,300 A $163
----
Additional sub-total $163
----
NOTE: Effective dates are December 1, 1998 through September 30, 1999.
Price has been adjusted to coincide with existing plan.
TPS Already Covered
-------------------
Current Plan Remaining Intact
Prior sub-total N/A
----
Revised Annual Exhibit C-2 TPS Combined Plan Price: $163
----
ACCEPTED at Milwaukee, Wisconsin
BUYER: XXXXXX MANUFACTURING COMPANY By: EFFECTIVE MANAGEMENT SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxx By: ___________________________________________
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: VP/S Title: President - Central Region
ADDENDUM TO EXHIBIT A
to
EMS Purchase Agreement
dated July 6, 1998 between EMS and XXXXXX MANUFACTURING COMPANY as Buyer
--------------------------------------------------------------------------------
The following are the additional software Products to be licensed or purchased
under the above Agreement with their Price for use only on the Computer System
and at the User level and Location also set forth. This Addendum is effective as
of November 10, 1998.
Computer System:
Hardware: DEC Prioris HX 6200 Pentium Process
Operating System: Windows NT
Location: Xxxxx 0 Xxxx, Xxxxxxxxx, XX 00000
Number of Application Software Users on the Computer System: 25
Version: 6.0
Please Reference Xxxxxx Manufacturing Company's Purchase Order #37279.
1. Application Software Products for which standard Support is available for
purchase:
Product Code Description License Price
------------ ----------- -------------
Five (5) Additional EMS User Licenses @ $1,755 ea. $8,775
------
Total Concurrent EMS Users = 30
Application Software sub-total: $8,775
------
2. Third Party Software Products for which standard Support is available for
purchase:
Product Code Description Number of Users License Price
------------ ----------- --------------- -------------
Five (5) Additional Synergy SE User Licenses @ $260 ea. 5 $1,300
------
Total Concurrent Synergy Users = 30
TPS standard Supportable sub-total: $1,300
3. Third Party Software Products for which standard Support is not available:
Product Code Description Number of Users License Price
------------ ----------- --------------- -------------
Not Applicable
TPS non-standards Supportable sub-total: N/A
-------
Totals Addendum to Exhibit A: $10,075
-------
ADDENDUM TO EXHIBIT C
to
EMS Purchase Agreement
(Standard Software Support Services Purchases)
dated July 6, 1998 between EMS and XXXXXX MANUFACTURING COMPANY as Buyer
--------------------------------------------------------------------------------
The following are the additional software Support services Products to be
purchased under the above Agreement with their Price for use only on the
Computer System and at the User level also set forth (see Exhibit). This
Addendum is effective as of November 10, 1998.
Computer System:
Hardware: DEC Prioris HX 6200 Pentium Process
Operating System: Windows NT
Location: Xxxxx 0 Xxxx, Xxxxxxxxx, XX 00000
Number of Application Software Users on the Computer System: 25
Version: 6.0
1. SOFTWARE UPGRADE AND TELEPHONE SUPPORT PLAN PERTAINING TO THE FOLLOWING
EMS APPLICATION SOFTWARE PRODUCTS PURCHASED FROM EMS PURSUANT TO
EXHIBIT A-1.
Current
Additional EMS application Software Modules Covered License Price
--------------------------------------------------- -------------
Five (5) Additional EMS User Licenses $8,775
------
Additional sub-total $1,243
------
NOTE: Effective dates are December 1, 1998 through September 30, 1999.
Price has been adjusted to coincide with existing plan.
Current
EMS Application Software Modules Already Covered License Price
--------------------------------------------------- -------------
Current Plan Remaining Intact
Prior sub-total N/A
------------
Received Annual Exhibit C-1 EMS Application Software Combined Plan Price $1,243
------------
ADDENDUM TO EXHIBIT C
to
EMS Purchase Agreement
(Standard Software Support Services Purchases)
(Cont'd)
--------------------------------------------------------------------------------
2. SOFTWARE UPGRADE AND TELEPHONE SUPPORT PLAN PERTAINING TO THE FOLLOWING
PRODUCTS PURCHASED FROM EMS PURSUANT TO EXHIBIT A-2:
TPS Upgrade and Telephone Support Plan terms and conditions are the
same as above for the EMS Application Software unless otherwise set
forth, except that for the Annual Upgrade and Telephone Support Plan
Price indicated, the services provided for any particular TPS will only
include those indicated by the code as shown in the "Services Provided"
column. The codes are "A": includes EMS software Upgrades and Telephone
Support; "B": includes only EMS Telephone Support, or "C": includes
only software Upgrades. EMS represents that the TPS supported under
codes A and B will work in concert with Application Software.
Current Annual
Additional TPS Covered License Price Services Provided Plan Price
---------------------- ------------- ----------------- ----------
Five (5) Additional Synergy SE User Licenses $1,300 A $163
----
Additional sub-total $163
----
NOTE: Effective dates are December 1, 1998 through September 30, 1999.
Price has been adjusted to coincide with existing plan.
TPS Already Covered
Current Plan Remaining Intact
Prior sub-total N/A
----
Revised Annual Exhibit C-2 TPS Combined Plan Price: $163
----
ACCEPTED at Milwaukee, Wisconsin
BUYER: XXXXXX MANUFACTURING COMPANY By: EFFECTIVE MANAGEMENT SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxx By: ___________________________________
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: VP/S Title: President - Central Region
