EXHIBIT 10.13
SHOWCASE LICENSE AGREEMENT
Agreement Number: XXX00000
XXX Xxxxxxxxx Xx. 0000XX0000
This Agreement dated as of December 9, 1998 ("Effective Date") is between
ShowCase Corporation ("SHOWCASE") with an address at 0000 Xxxxxxx 00 Xxxxx,
Xxxxx X000, Xxxxxxxxx, XX 00000-0000, and International Business Machines
Corporation ("IBM") with an address at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000.
Under this agreement, SHOWCASE will port IBM's Relational Storage Interface
(RSI) to the OS/400 platform and integrate it with the SHOWCASE Essbase/400
calculation engine, and will license the result to IBM. Also, IBM will license
certain software from SHOWCASE for distribution as an IBM logo'd product. By
signing below, the parties agree to the terms of this Agreement. The complete
Agreement between the parties regarding this transaction consists of this
License Agreement and the following Attachments:
1. "Description of Licensed Work Number 001;"
2. "Description of Licensed Work Number 002;"
3. "Schedule;"
4. "Acceptance Criteria;"
5. "Testing, Maintenance and Support;"
6. "Royalties;"
7. "Certificate of Originality;"
8. "Source Code Custody Agreement;" and,
9. "Description of Escrowed Work."
Agreements which are related to this Agreement are:
10. "Agreement for the Exchange of Confidential Information Number
M96-2547," as supplemented; and
11. "Outbound License Agreement Number STL98095."
This Agreement replaces all prior oral or written communications between the
parties relating to the subject matter. Once signed, any reproduction of this
Agreement made by reliable means (for example, photocopy, or facsimile) is
considered an original, unless prohibited by local law.
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
INTERNATIONAL BUSINESS SHOWCASE CORPORATION
MACHINES CORPORATION
By: /s/ Xxx X. Xxxxxxx By: /s/ Xxx Xxxxx
-------------------------------- ------------------------------
Authorized Signature Authorized Signature
Print Print
Name: Xxx X. Xxxxxxx Name: Xxx Xxxxx
-------------------------------
Date: 1/6/99 Date: December 23, 1998
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License Agreement
1.0 DEFINITIONS
Capitalized terms in the Agreement have the following meanings.
1.01 Code is a computer programming code, including both Object Code and Source
Code.
a. Object Code is Code substantially in binary form, and includes
header files of the type necessary for use or inter operation with
other computer programs. It is directly executable by a computer after
processing or linking, but without compilation or assembly. Object Code
is all Code other than Source Code.
b. Source Code is Code in a form which when printed out or displayed is
readable and understandable by programmer of ordinary skills. It
includes related source code level system documentation, comments and
procedural code. Source Code does not include Object Code.
1.02 Deliverable is any item that SHOWCASE provides under this Agreement.
1.03 Derivative Work is a work that is based on an underlying work and that
would be a copyright infringement if prepared without the authorization of the
copyright owners of the underlying work. Derivative Works are subject to the
ownership rights and licenses of a party or of others in the underlying work.
1.04 Distributors are those authorized or licensed by IBM, IBM Subsidiaries or
IBM Distributors to license or distribute Products.
1.05 Enhancements are changes or additions other than Error Corrections, to the
Licensed Work.
a. Basic Enhancements are all Enhancements, other than Major
Enhancements, including those that support new releases of operating
systems and devices.
b. Major Enhancements provide substantial additional value and are
offered to customers for an additional charge.
1.06 Error Corrections are revisions that correct errors and deficiencies
(collectively referred to as "errors") in the Licensed Work.
1.07 Externals are (1) any pictorial, graphic, and audiovisual works (such as
icons, screens, sounds, and characters) generated by execution of Code, and (2)
any programming interfaces, languages or protocols implemented in Code to enable
interaction with other computer programs or the end user. Externals do not
include the Code that implements them.
1.08 Licensed Work is (1) any material described in or that conforms to the
description in the Attachments entitled "Description of Licensed Work," or that
is delivered to IBM as the Licensed Work, including (but not limited to) Code,
associated documentation, and Externals, and (2) Error Corrections and
Enhancements to be provided to IBM pursuant to this Agreement.
1.09 Product is an offering to customers or other users, whether or not branded
by IBM or its Subsidiaries, that includes all or any portion of the Licensed
Work.
a. OLAP Product is a Product that includes the Licensed Work described
in the Attachment entitled "Description of Licensed Work #001" or a
Derivative Work of such Licensed Work.
b. VW Product is a Product that includes the Licensed Work described in
the Attachment entitled "Description of Licensed Work #002" or a
Derivative Work of such Licensed Work.
1.010 Moral Rights are personal rights associated with authorship of a work
under applicable law. They include the rights to approve modifications and to
require authorship identification.
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1.011 SHOWCASE Tag-Line is the following statement for inclusion by IBM on a
Product start-up splash screen and marketing deliverables as appropriate:
"Developed by ShowCase Corporation."
1.012 Subsidiary is an entity during the time that more than 50% of its voting
stock is owned or controlled, directly or indirectly, by another entity. If
there is not voting stock, a Subsidiary is an entity during the time that more
than 50% of its decision-making power is controlled, directly or indirectly, by
another entity.
1.013 Tools include devices, compilers, programming, documentation, media and
other items required for the development, maintenance or implementation of a
Deliverable that are not commercially available.
2.0 RESPONSIBILITIES OF SHOWCASE
2.01 SHOWCASE will port IBM's Relational Storage Interface (RSI), provided to
SHOWCASE pursuant to Outbound License Agreement Number STL98095, to the OS/400
platform and integrate it with the SHOWCASE Essbase/400 calculation engine. The
resulting integrated combination by SHOWCASE will become a Licensed Work which
SHOWCASE licenses to IBM under this Agreement and as specified in XXX # 000.
SHOWCASE will continue to ensure the compatibility of the Licensed Work with the
OS/400 operating system and the current version of Essbase by making all needed
modifications or Enhancements to the Licensed Work. SHOWCASE will also license
certain software to IBM as identified in DLW #002 for distribution as an IBM
logo'd product.
2.02 SHOWCASE will provide the following Deliverables to IBM according to the
schedule in the Attachment entitled "Schedule" and in accordance with the
Attachment entitled "Acceptance Criteria":
a. one complete set of the Licensed Works described in the Attachments
entitled "Description of Licensed Work." The Licensed Work includes
Object Code deposited on any media delivered to IBM.
b. Tools for the Licensed Works as identified in the form specified in
the Attachment entitled "Tools and Commercially Available Materials."
c. any updates to the list identifying any commercially available
devices, compilers, programming, documentation, media and other items
required for the development, maintenance or implementation of a
Deliverable. The commercially available items are identified in the
form specified in the Attachment entitled "Tools and Commercially
Available Materials."
d. completed certificate of originality with the Licensed Work, and
with each Enhancement to the Licensed Work, in the form specified in
the Attachment entitled "Certificate of Originality." IBM acknowledges
that it has received from Arbor Software now known as Hyperion
Solutions Corporation (hereinafter "Hyperion"), an appropriate
Certificate of Originality for the Essbase Software owned by Hyperion,
which is ported to the AS/400 by SHOWCASE and included in the OLAP
Product. IBM may suspend payments to SHOWCASE for the Licensed Work if
SHOWCASE does not provide a properly completed certificate. Payment
will resume after IBM receives and accepts the certificate.
2.03 For the term of this Agreement, SHOWCASE will provide to IBM testing,
maintenance and support for the Licensed Works, as described in this Agreement,
including the Attachment entitled "Testing, Maintenance and Support." After IBM
receives the initial contact from the customer (level 0), SHOWCASE will provide
Levels 1, 2, and 3 maintenance and support.
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2.04 SHOWCASE will provide to IBM (*), Enhancements and Error Corrections for
the Licensed Work beginning when IBM accepts the Licensed Work including
corrections for any problems found during any beta tests. Beta test Object Code
for Enhancements will be made available to IBM no later than the earliest date
on which SHOWCASE provides such beta test Object Code to any other entity.
SHOWCASE will provide IBM a golden master for Enhancements on the same day on
which SHOWCASE delivers a golden master for manufacturing of the SHOWCASE logo'd
version of the Licensed Work.
2.05 SHOWCASE will implement the License Use Management (XXX) support in a
tactical and strategic fashion.
1. The tactical implementation includes the implementation of
code from the DB2 OLAP code base for XXX support in both the
Strategy 2.0 products licensed to IBM as well as the IBM DB2
OLAP port of the RSI code. This code will support the IBM
trusted user concept for IBM Licensed Program Products -- the
code will ask the customer for products / users installed and
the output will generate the Hyperion/SHOWCASE key needed to
operate the code in question.
2. The strategic implementation of XXX support is to implement
the SLM/400 security features of OS/400 with specifications as
documented in the IBM publication, "AS/400 License Management
Guideline Document for Software Vendors, Version 1.2." This
SLM publication was provided by IBM to SHOWCASE during the
week ended November 13, 1998. This should be implemented at a
minimum by June 1, 2000 in a major release of the products.
There may be additional requirements for XXX support coming
from SLM/400 covering User management. This would be
implemented as the support is available; but such additional
requirements will be assessed by both parties and jointly
agreed upon, including any appropriate funding.
2.06 SHOWCASE will provide, (*) up to (*) "Instructor days"((*) world wide,
staffed by (*) SHOWCASE instructors.) of education to the IBM sales team and IBM
partners concerning the Licensed Works, on mutually agreed upon dates, but no
later than thirty (30) days prior to the date on which IBM plans to make a
Product generally available to customers. Relevant points concerning these
sessions are as follows:
a. The education includes topics such as feature/function/benefit
education, competitive positioning, demonstration training, and
in-depth sales support and technical training.
b. Multiple IBM students may attend the classes (Up to 25 students per
class).
c. Following such sessions SHOWCASE will provide education updates to
IBM in Rochester, Minnesota on new releases at such time as SHOWCASE
makes them available to any others.
d. Further formal education will be provided as jointly agreed.
e. For classes not held in Rochester, Minnesota, IBM will reimburse
SHOWCASE for the instructors' reasonable travel and living expenses for
the desired classes. Charge and payment information will be provided by
the group requesting the sessions.
f. IBM reserves the right to develop its own education offerings.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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2.07 SHOWCASE will:
a. participate in a reasonable number of progress reviews, as requested
by IBM, to demonstrate SHOWCASE's performance of SHOWCASE's
obligations;
b. provide on-site assistance of no more than (*) days as required for
the first customer participating in the IBM beta programs.
c. implement a process designed to help prevent any such contamination
by Harmful Code. SHOWCASE will promptly provide IBM notice if SHOWCASE
suspects any contamination;
d. have agreements with SHOWCASE's personnel and third parties to
perform obligations and to grant or assign rights to IBM as required by
this Agreement. On request, SHOWCASE will provide IBM with evidence of
these agreements;
e. acknowledge that IBM's exercise of rights and licenses hereunder
shall not violate any Moral Rights of SHOWCASE, and SHOWCASE will agree
not to assert any Moral Rights SHOWCASE has or may have in the Licensed
Work against IBM in its exercise of rights and licenses hereunder;
f. obtain all necessary consents of individuals or entities required
for the use of names, likeness, voices, and the like in the Licensed
Work;
g. maintain records to verify authorship of the Licensed Work for 4
years after the termination or expiration of this Agreement. On
request, SHOWCASE will deliver or otherwise make available this
information in a form specified by IBM;
h. not assign or transfer this Agreement or SHOWCASE's rights under it,
or delegate or subcontract SHOWCASE's obligations, without IBM's prior
written consent, such consent will not be unreasonably withheld. Any
attempt to do so without such written consent is void;
i. not provide any information or the fact that SHOWCASE has licensed
the Licensed Work to IBM, to the media, or issue any press releases or
other publicity, regarding this Agreement or the parties' relationship
under it, without IBM's prior written consent (excluded from this
restriction is that information which is now or hereafter becomes
generally known or available through no act or failure to act on the
part of SHOWCASE); and
j. not disclose to a third party the terms of this Agreement without
IBM's prior written consent except as expressly permitted hereunder.
SHOWCASE may, however, make such disclosures (i) to its accountants,
lawyers or other professional advisors provided that any such advisor
is under a confidentiality obligation and (ii) as required by law
provided SHOWCASE obtains any confidentiality treatment for it which is
available.
k. be allowed to provide customer installation information pertaining
to this Agreement to (*) solely to fulfill SHOWCASE's contractual
obligations to Hyperion providing that Hyperion is subject to the same
confidentiality restrictions specified within this Agreement and the
Agreement for Exchange of Confidential Information Number M96-2547, as
supplemented.
2.08 SHOWCASE will execute and meet the deposit requirements of the Source Code
Custody Agreement in the Attachment entitled "Source Code Custody Agreement."
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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2.09 SHOWCASE will enable the Licensed Works for National Language Support (NLS)
and Double Byte Character Set (DBCS) and provide all foreign language versions
of Licensed Works to IBM as, and to the extent, they become available.
Currently, English, French, German, Italian, and Japanese are available.
SHOWCASE will provide IBM with an acceptable plan to provide a Spanish language
version of the Licensed Works; and given a justified business case by IBM which
SHOWCASE and IBM jointly agree upon, including any appropriate funding, SHOWCASE
will provide NLS enablement for additional language versions of the Licensed
Works in six (6) months. To assist SHOWCASE, IBM will provide any of those
modules or MRI's which have previously been translated and which IBM has the
right to share.
2.010 IBM acknowledges and understands that the Licensed Work included in the
OLAP Product (the "Essbase AS/400 Port") is based on Code owned by Hyperion and
licensed by SHOWCASE. Prior to any release of Source Code for such Licensed Work
pursuant to the terms of the Source Code Custody Agreement, IBM hereby agrees to
inform Hyperion in writing of such impending release and that Hyperion shall
have thirty (30) days to elect in writing one of the following options:
1. modify, in agreement with IBM, that certain (*) by adding the
Essbase AS/400 Port as a Licensed Work under the (*). Provided
that SHOWCASE provides to IBM the Source Code needed for
support and assigns to IBM copyright ownership in the Code
ported to OS/400 by SHOWCASE which was based on the code
licensed to SHOWCASE pursuant to the Outbound License
Agreement Number STL98095 (including Derivative Works thereof
- all referred to as "RSI Code"), IBM hereby consents to
assuming the obligation to support all portions of the OLAP
Product that runs on OS/400 (excluding the Essbase AS/400 Port
and any Enhancements and Maintenance Modifications thereto),
including any version of RSI Code. And IBM agrees to pay
royalties to Hyperion (*) for the Licensed Works thereunder
licensed on other platforms, with a minimum OTC royalty
established by (*); or
2. have assigned to it, and assume on behalf of SHOWCASE, all
obligations of SHOWCASE under this Agreement, Source Code
Custody Agreement, and the Outbound License Agreement Number
STL98095 with respect to the OLAP Product, including, without
limitation, all necessary development and support thereof, and
IBM hereby agrees to give its written consent to such
assignments.
In the event that IBM assumes support of the RSI Code, then SHOWCASE shall
deliver to IBM all available Source Code necessary for IBM to support it, and
SHOWCASE hereby grants and assigns to IBM, its successors and assigns, all
right, title and interest whatsoever, throughout the world, in and under
copyright in the Derivative Work of the RSI Code (the Code ported to the OS/400
operating system by SHOWCASE pursuant to the Outbound License Agreement Number
STL98095, for the full duration of all such rights and any renewals or
extensions thereof. SHOWCASE agrees to cooperate with IBM and execute documents
reasonably required to support such assignment and allow IBM to exercise its
rights to the Code.
Notwithstanding anything to the contrary in this Agreement (including all of its
Attachments) or the Agreement for the Exchange of Confidential Information
Number M96-2547, as supplemented, upon the occurrence of any of the foregoing
events, IBM consents and agrees
a. to cooperate with SHOWCASE and Hyperion in good faith to transfer
all Source Code and other information reasonably needed in order for
Hyperion to assume such obligations,
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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b. in the event a release condition for the release of the Source Code
for the OLAP Product (pursuant to the Source Code Custody Agreement)
occurs, to SHOWCASE's disclosure of information related to the Outbound
License Agreement, this License Agreement and the Source Code Custody
Agreement, solely to the extent required to permit Hyperion to perform
SHOWCASE's obligations hereunder with respect to the Licensed Works,
including the Essbase Software, provided that any such disclosures are
subject to an appropriate nondisclosure agreement between Hyperion and
SHOWCASE, which contains terms that are as protective of IBM's
confidential information as those set forth in the Agreement for the
Exchange of Confidential Information Number M96-2547, as supplemented,
and
c. In the case of Hyperion electing option number 2 above, IBM shall
pay to Hyperion (*); and (*) shall be due to SHOWCASE.
The parties agree that upon any release of the source code for the OLAP Product
pursuant to this Agreement,
(a) SHOWCASE shall have no continued obligations under the Outbound
License Agreement, this Agreement or the Source Code Custody
Agreement to support or maintain any existing Licensed Work
included in the OLAP Product, or to create any new Derivative
Works of the Licensed Work for inclusion in the OLAP Product;
(b) the mere occurrence by itself of such release or termination shall
not constitute a breach (although such release may be triggered by
a breach) by SHOWCASE of its obligations under this Agreement, the
Outbound License Agreement, the Source Code Custody Agreement or
any other related agreements between the parties, and this
Agreement shall otherwise remain in full force and effect pursuant
to its terms; and
(c) SHOWCASE shall continue to be obligated to fulfill its obligations
hereunder with respect to all Licensed Works included in Products,
other than the OLAP Product. If Hyperion does not elect in writing
one of the above options within thirty (30) days of receipt of
IBM's notice, then IBM may obtain the escrowed Materials in
accordance with the SCCA.
3.0 IBM'S RESPONSIBILITIES
3.01 IBM will perform reviews and testing of the Licensed Works in accordance
with the Attachment entitled "Acceptance Criteria."
3.02 IBM will perform beta test programs to ensure that the Products are ready
for general availability. IBM will report problems found during the beta test
programs to SHOWCASE.
3.03 IBM will make payments for SHOWCASE's porting activity in accordance with
Section 5.0, "Payments."
3.04 IBM will pay royalties to SHOWCASE pursuant to Section 6.0, "Royalties."
3.05 IBM will include the SHOWCASE Tag-Line as defined in Section 1.011 and
retain all patent and copyright information displayed in the "About Box" of the
OLAP Product.
3.06 IBM will provide SHOWCASE, as specified in the Attachment entitled Testing,
Maintenance and Support (Section 3.0) with reasonable access to IBM's RETAIN
system (IBM's system used to manage and process PMRs and APARs) as necessary for
SHOWCASE to perform its Maintenance and Support obligations as required in this
Agreement.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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3.07 IBM will provide SHOWCASE with RSI Server Source Code solely for the
purpose of porting such Code and maintaining the Licensed Works as described in
this Agreement, and for distribution as part of SHOWCASE's products in
accordance with the Outbound License Agreement Number STL98095. The provision of
the RSI Server Source Code will be subject to the terms of AECI Agreement Number
M96-2547, and its Supplement Number STL001.
3.08 IBM will not execute an agreement with Hyperion Solutions Corporation (or
its successors or assigns) to be the provider of an OLAP Product for the OS/400
platform which uses the specific technology defined in DLW #001 for (*) years
from the date of the execution of this Agreement, unless this Agreement is
terminated prior to that time in accordance with Section 10, TERM AND
TERMINATION, or pursuant to Section 2.010 of this Agreement, in which case this
restriction shall not apply.
4.0 OWNERSHIP AND LICENSE
4.01 SHOWCASE will own the changes it develops to the RSI (the initial Code
ported to the OS/400 operating system and any and all revisions, releases or new
versions of the initial Code) which SHOWCASE will develop and deliver to IBM as
part of DLW #001, subject to IBM's continued ownership of the underlying RSI
Code.
4.02 SHOWCASE grants IBM a nonexclusive, worldwide, irrevocable license to
prepare Derivative Works of the Licensed Work and to use, execute, reproduce,
display, perform, transfer, distribute and sublicense the License Work and such
Derivative Works, in any medium or distribution technology whatsoever, whether
known or unknown. SHOWCASE grants IBM the right to authorize or sublicense
others to exercise any of the rights granted to IBM in this Section.
4.03 SHOWCASE grants IBM a nonexclusive, worldwide, irrevocable, paid-up license
to prepare Derivative Works of Tools, and to use, execute, reproduce, display,
perform, and distribute internally the Tools and such Derivative Works, in any
medium or distribution technology whatsoever, whether known or unknown. The
rights and licenses granted by SHOWCASE to IBM hereunder include the right of
IBM to authorize or sublicense its Subsidiaries, contractors, and consultants to
exercise any of the rights granted to IBM in this Section.
4.04 The grant of rights and licenses to the Licensed Work and Tools includes a
nonexclusive, worldwide, irrevocable, paid-up license under any patents and
patent applications that are owned or licensable by SHOWCASE now or in the
future and are (1) required to make, have made, use and have used the Licensed
Work or its Derivative Works or (2) required to license or transfer the Licensed
Work or its Derivative Works. This license applies to the Licensed Work and its
Derivative Works operating alone or in combination with equipment or Code. The
license scope is to make, have made, use, have used, sell, license or transfer
items, and to practice and have practiced methods, to the extent required to
exercise the rights granted hereunder to the Licensed Work and Tools.
4.05 Subject to SHOWCASE's ownership of the Licensed Work and Tools, IBM will
own any changes it creates to produce Derivative Works.
4.06 SHOWCASE grants IBM a nonexclusive, worldwide, irrevocable, paid-up license
to use the names and trademarks SHOWCASE uses to identify the Licensed Work for
IBM's marketing of the Licensed Work and its Derivative Works. SHOWCASE grants
IBM the right to authorize or sublicense others to exercise any of the rights
granted to IBM in this Section. If IBM's use of SHOWCASE's names and trademarks
is improper and SHOWCASE provides IBM notice that SHOWCASE objects to it, IBM
will take all reasonable steps necessary to resolve SHOWCASE's objections.
SHOWCASE may reasonably monitor the quality of products bearing its trademark
under this license.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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License Agreement
4.07 Any goodwill attaching to IBM's trademarks, service marks, or trade names
belongs to IBM and this Agreement does not grant SHOWCASE any right to use them.
IBM may state that SHOWCASE has provided the Licensed Work.
5.0 PAYMENT
IBM will pay SHOWCASE (*) within thirty days of receipt of a SHOWCASE invoice
submitted upon or after the execution of this Agreement.
6.0 ROYALTIES
6.01 For OLAP Products:
IBM will pay SHOWCASE (*) of the SHOWCASE list price in effect on
the date of the execution of this Agreement, by geography, for
each authorized copy of the OLAP Product licensed to an end user
by IBM, IBM Subsidiaries or Distributors as specified in the
Attachment titled "Royalties." Should SHOWCASE decrease its list
price for the SHOWCASE Strategy 2.0 OLAP Server for OS/400 which
comprises the Licensed Work under DLW 001, such decreased list
price shall apply to calculate amounts due under this Agreement.
Any increase in list price shall not affect amounts due under this
Agreement, but royalties may be increased as provided in Section
10.04 below.
6.02 For VW Products:
IBM will pay SHOWCASE (*) the SHOWCASE list price in effect on the
date of the execution of this Agreement, by geography, for each
authorized copy of the VW Product licensed to an end user by IBM,
IBM Subsidiaries or Distributors as specified in the Attachment
titled "Royalties." Should SHOWCASE decrease its list price for
the SHOWCASE Products for OS/400 which comprise the Licensed Work
under DLW 002 such decreased list price shall apply to calculate
amounts due under this Agreement. Any increase in list price shall
not affect amounts due under this Agreement, but royalties may be
increased as provided in Section 10.04 below.
6.03 In the event that IBM wishes to distribute any other Product, the parties
must first negotiate and agree in writing to an appropriate royalty to be paid
to SHOWCASE.
6.04 For Major Enhancements not included as part of the Products in Sections
6.01 and 6.02 above, but licensed as a separate priced feature, IBM will pay
SHOWCASE (*) of the SHOWCASE initial list price on the date the Major
Enhancement is offered, by geography, for each authorized copy of the Major
Enhancement licensed to an end user by IBM, IBM Subsidiaries or Distributors. An
Amendment to the Attachment titled "Royalties" will be made at that time to
reflect the inclusion of the Major Enhancement. Should SHOWCASE decrease its
list price for the SHOWCASE Products for OS/400 which comprise a Major
Enhancement, such decreased list price shall apply to calculate amounts due
under this Agreement. Any increase in list price shall not affect amounts due
under this Agreement, but royalties may be increased as provided in Section
10.04 below.
6.05 Under IBM's Software Subscription offering (however named in the future),
customers pay a fee, for which they receive all program (version/release)
upgrades for a fixed period of time. Such upgrade protection may be offered for
the Products and any Major Enhancements which are separately priced features
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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covered in Section 6.03 above. SHOWCASE royalties specified in Sections 6.01,
6.02, and 6.03 (*) to upgrade copies of the (i) Products and (ii) Major
Enhancements licensed as separately priced features pursuant to Section 6.03
above, which are provided to Customers who have licensed a Product and/or such a
separately priced feature and purchased upgrade protection. IBM will (*) for
upgrade copies received by customers under such Software Subscription offering.
SHOWCASE (*) for the initial Product or Major Enhancement as a separately priced
feature as specified in Sections 6.01, 6.02, or 6.03 above. SHOWCASE
shall also receive (*). (*). If a new version of the Licensed Work is made
generally available within the covered period of time, the customer who bought
the offering receives the new version of the Product or Major Enhancement (*).
6.06 IBM has (*) for:
a. the Licensed Work or its Derivative Works used for:
1.) IBM's and IBM Subsidiaries' (including third parties under
contract) development, maintenance or support activities;
2.) marketing demonstrations, customer testing or trial periods
(including early support, prerelease, or other similar
programs up to a maximum of forty five (45) days), Product
training or education (the royalty exclusion in this case
applies only to Product training and education which is not
generating revenue for IBM and IBM Subsidiaries); or
3.) off-line backup and archival purposes;
b. the Licensed Work (or functionally equivalent work) that becomes
available generally to third parties without a payment obligation
through no action or fault of IBM;
c. documentation provided with, contained in, or derived from the
Licensed Work;
d. Error Corrections or Basic Enhancements;
e. warranty replacement copies of the Product; or
f. Externals.
6.07 IBM, IBM Subsidiaries, and Distributors may, (*), copy the Product and
distribute it on a CD-ROM, or other media or distribution technology on or
through which the Product is secured (e.g., "encrypted" or "locked") to limit a
customer's access to or use of the Product. IBM may allow the customer, under a
limited license, a limited preview, trial or demonstration use of the Product up
to a maximum of forty five (45) days. IBM will (*) to SHOWCASE unless IBM, IBM
Subsidiaries, or Distributors license the Product to such customer for full
productive use.
6.08 IBM may request (*) for the Licensed Work (*). If SHOWCASE agrees, both
parties will sign a letter specifying the licensing transaction and (*). The
SHOWCASE Chief Financial Officer is authorized to sign such letters on
SHOWCASE's behalf.
6.09 Royalties are paid against revenue recorded by IBM in a royalty payment
quarter. In the US, a royalty payment quarter ends on the last business day of
the calendar quarter. Outside of the US, a royalty payment quarter is defined
according to IBM's current administrative practices. Payment will be made by the
last day of the second calendar month following the royalty payment quarter.
Royalties will be paid less adjustments and refunds due to IBM. IBM will provide
with each payment the standard royalty accounting report which IBM provides to
its suppliers; the current report at the time of execution of this Agreement
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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License Agreement
provides information by part number, country code, and royalty rate. All
payments will be made in US dollars. Payments based on foreign revenue will be
converted to US dollars on a monthly basis at the rate of exchange published by
Reuters Financial Service on approximately the same day each month.
6.010 Each party will be solely responsible for any taxes incurred by the party,
directly or indirectly, associated with its performance of this Agreement.
6.011 SHOWCASE is responsible for making any payments or royalties due to third
parties for Code or materials included in the Licensed Work or its Derivative
Works;
6.012 The payments defined in this Section fully compensate SHOWCASE for its
performance under, and for the rights and licenses granted in, this Agreement.
7.0 TESTING
7.01 SHOWCASE will perform the following tests prior to each delivery of the
Licensed Work:
a. component testing;
b. functional verification testing;
c. system testing; and
d. compatibility testing.
Upon IBM's request, the details of such testing will be mutually agreed to by
the parties.
7.02 SHOWCASE will provide to IBM concurrent with each delivery of the Licensed
Work and Tools all test results, test scenarios, test cases, and test reports
associated with the pre-delivery testing.
7.03 Upon receipt of the Licensed Work by IBM, IBM may evaluate the Licensed
Work for a period of forty five (45) days and perform such tests as indicated in
the Attachment entitled "Acceptance Criteria" and as IBM deems appropriate to
determine if:
a. the Licensed Work meets the specifications described in the
Attachments entitled "Description of Licensed Work;"
b. the Licensed Work executes repetitively within the system
environment described in the Attachments entitled "Description of
Licensed Work;" and
c. IBM can successfully execute to completion all functional and system
test scenarios developed by IBM.
IBM's testing does not relieve SHOWCASE of its obligations under this Agreement.
IBM has no obligation to identify errors.
IBM will accept or reject the Licensed Works within sixty (60) business days
from receipt of the Licensed Works. This time period begins the business day
following IBM's receipt of the Licensed Works. If IBM does not accept or reject
a Licensed Works in writing within sixty (60) business days of receipt, that
Licensed Works will be considered accepted by IBM.
IBM will clearly state the reason(s) for rejection. Within ten (10) business
days of the notice of rejection, SHOWCASE will present a corrective action plan
to IBM which is accepted and approved by IBM. SHOWCASE will then make the
corrections and resubmit the Licensed Works to IBM. IBM may withhold any further
payments until Licensed Works conform to the acceptance criteria.
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8.0 REPRESENTATIONS AND WARRANTIES
8.01 SHOWCASE makes the following ongoing representations and warranties:
a. SHOWCASE warrants that it has full legal rights to grant the rights
granted herein;
b. SHOWCASE is not under, and will not assume, any contractual
obligation that prevents SHOWCASE from performing its obligations or
conflicts with the rights and licenses granted in this Agreement;
c. there are no liens, encumbrances or claims pending or threatened
against SHOWCASE, or to SHOWCASE's knowledge, anyone else, that relate
to the rights and licenses granted to this Agreement;
d. SHOWCASE warrants that neither the Licensed Work or Tools infringes
any intellectual property rights of a third party including, to the
best of SHOWCASE's knowledge, any patents or patent applications. The
Deliverables have not been the basis of a claim of infringement
threatened or asserted against SHOWCASE or, to the best of SHOWCASE's
knowledge, anyone else. SHOWCASE's sole obligation, and IBM's sole
remedy, in the event of a breach of this warranty is stated in Sections
9.01, 9.02 and 9.03 below, subject to the limitation in Section 9.05;
e. SHOWCASE warrants that the Licensed Work and Tools will perform in
material conformance with the requirements set forth in this Agreement,
including the Attachment entitled "Description of Licensed Work", and
will materially conform to SHOWCASE's user documentation, and any sales
and marketing materials provided by SHOWCASE;
f. the fully commented Source Code that SHOWCASE provides under the
Source Code Custody Agreement corresponds to the current release or
version of the Licensed Work provided by SHOWCASE under this Agreement;
g. the Licensed Work supports the Year 2000; it is capable of correctly
providing and receiving date data, as well as properly exchanging
accurate date data with all products (for example, hardware, software
and firmware) with which the Licensed Work is designed to be used;
h. SHOWCASE warrants that, to the best of its knowledge, the Licensed
Work provided to IBM under this License Agreement is not contaminated
by Harmful Code, and that SHOWCASE has implemented a process designed
to help prevent any such contamination by Harmful Code. SHOWCASE will
promptly provide IBM notice if SHOWCASE suspects any contamination, and
will remain liable for any damages resulting from Harmful Code provided
by SHOWCASE; and
i. SHOWCASE warrants that all SHOWCASE personnel, and to the best of
SHOWCASE'S knowledge, authors of third party materials, have waived
their Moral Rights in the Licensed Work to the extent permitted by law.
SHOWCASE acknowledges that IBM's exercise of rights and licenses
hereunder shall not violate any Moral Rights of SHOWCASE, and SHOWCASE
agrees not to assert any Moral Rights SHOWCASE has or may have in the
Licensed Work against IBM in its exercise of rights and licenses
hereunder.
SHOWCASE will immediately provide IBM written notice of any change that may
affect its representations and warranties.
8.02 Except as provided above, anything either party provides to the other
related to this Agreement is "AS IS", without warranty of any kind.
9.0 INDEMNIFICATION AND LIABILITY
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9.01 SHOWCASE will defend and indemnify IBM and IBM's Subsidiaries if a third
party makes a claim against IBM or its Subsidiaries based on an actual or
alleged:
a. material failure by SHOWCASE, to the extent not caused by IBM, to
perform SHOWCASE's obligations under this Agreement;
b. material breach of SHOWCASE's representations and warranties;
c. material failure by SHOWCASE to comply with government laws and
regulations;
d. material infringement by SHOWCASE, the Licensed Work or Tools of
patents, copyrights, trademarks, trade secrets, publicity, privacy, and
other intellectual property rights; or
e. inclusion or misuse of the patent notices and markings that SHOWCASE
includes in the "About Box" of the OLAP Product or which are placed in
the OLAP Product by SHOWCASE or at SHOWCASE's request.
9.02 IBM will:
a. promptly provide SHOWCASE notice of any such claim; and
b. allow SHOWCASE to control, and will cooperate with SHOWCASE in the
defense of, the claim and settlement negotiations.
IBM may participate in the proceedings at its option and expense.
9.03 In addition, if an infringement claim appears likely or is made, SHOWCASE
will:
a. obtain the necessary rights for IBM, IBM subsidiaries and
Distributors and their respective customers to continue to distribute,
license, otherwise transfer and use the Licensed Work on an
uninterrupted basis and exercise all rights granted in the Licensed
Work and Tools; or
b. modify the Licensed Work and Tools at SHOWCASE's expense to resolve
the claim. This modified Licensed Work will comply with the Attachment
entitled "Description of Licensed Work."
If SHOWCASE is not able to do either within a reasonable period of time, IBM may
terminate this Agreement for SHOWCASE's breach.
9.04 Unless otherwise expressly provided herein, IBM may pursue any other remedy
it may have in law or in equity in addition to any remedies specified in this
Agreement.
9.05 Regardless of the type of claim, neither party is liable to the other for
indirect, incidental, special, or consequential damages, including, but not
limited to, lost profits or revenues, under any part of this Agreement, even if
informed that they may occur. This limitation does not apply to (a) SHOWCASE's
liabilities for indemnity to the extent that damages claimed by a third party
might be characterized as damages of the type listed above or (b) any
obligations of either party to make a payment which is due under this Agreement.
However, with regard to the obligations of indemnification of SHOWCASE under
Section 9.01 a. above, the liability of SHOWCASE shall be limited to a total
aggregate amount of (*). IBM's total liability is limited to payments due to
SHOWCASE under this Agreement unless there is infringement of SHOWCASE's
intellectual property rights or confidential information by IBM or IBM
infringement of the intellectual property rights of any ShowCase licensor which
falls outside of the license grants herein.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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10.0 TERM AND TERMINATION
10.01 This Agreement begins on the Effective Date and will remain in effect for
seven (7) years, with automatic one (1) year renewal terms, unless terminated
sooner under the terms of this Agreement. After the sixth (6th) year, SHOWCASE
may terminate the Agreement by providing notice of intent to not renew twelve
(12) months prior to any term expiration date.
10.02 Either party may terminate this Agreement for the other's material breach
by providing the breaching party with a written notice that describes the
breach. The termination will become effective 90 days after receipt of the
notice unless the breach is cured within that 90 day period.
10.03 IBM may terminate this Agreement without cause on twelve (12) months
written notice to SHOWCASE, provided that the effective date of any such
termination may only be on a date which is at least twelve (12) months after the
sixth (6th) anniversary of the date on which a Product has been made generally
available.
10.04 If, at the end of four (4) years six (6) months from the Effective Date of
this Agreement, (i) SHOWCASE notifies IBM, in writing, that its cost structure
based on the distribution of the Licensed Works hereunder has increased
significantly, or (ii) if IBM notifies SHOWCASE that it has determined that it
needs to renegotiate the royalties due hereunder, both parties agree to
renegotiate the list price used for calculation of royalties in Section 6.0
above. If no agreement has been reached within ninety (90) days of IBM's receipt
of the notification, either party may give notice of termination of this
Agreement which will be effective six (6) months from receipt by the other party
of such notice of termination. This process may be invoked a maximum of one (1)
time per calendar year thereafter if required.
10.05 Notwithstanding any expiration or termination of this Agreement,
SHOWCASE's obligations of maintenance and support for Products, pursuant to
Section 2.03 of this Agreement and Attachment, "Testing, Maintenance, and
Support," shall continue (*) (subject to payment of Royalties associated with
upgrade protection purchased by the customer) until the effective date which IBM
has announced, in good faith, as the end of Product maintenance and support to
customers.
10.06 Expiration or termination of this Agreement does not affect any end-user
licenses granted in this Agreement for the Licensed Work or Tools. Termination
of this Agreement does not affect any end-user licenses granted in this
Agreement for the Licensed Work or Tools delivered or due to IBM prior to the
effective date of termination. In the event of termination by IBM for breach by
SHOWCASE, IBM will not be obligated to make any payments that would have become
due under this Agreement on or after the effective date of termination, other
than royalty payments.
10.07 Subject to Subsection 10.06, any provisions of this Agreement that by
their nature extend beyond termination or expiration will survive in accordance
with their terms. These include Ownership and License, Representations and
Warranties, Indemnification and Liability, and General. These terms will apply
to either party's successors and assigns.
11.0 COORDINATORS
11.01 Any notice required or permitted to be made by either party to this
Agreement must be in writing. Notices are effective when received by the
appropriate coordinator as demonstrated by reliable written confirmation (for
example, certified mail receipt or facsimile receipt confirmation sheet).
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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December 9, 1998
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11.02 The Contract Coordinators responsible to receive all notices and
administer this Agreement are:
For IBM: For SHOWCASE:
Name: Xxxxxx X. Xxxxxxx Name: Xxx Xxxx
Title: Contract Manager Title: Director of Business Alliances
Address: 000 Xxxxxx Xxx. Address: 0000 Xxxxxxx Xxxx X, Xxxxx 0000
Xxx Xxxx, XX 00000 Xxxxxxxx, XX 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
The Technical Coordinators responsible to accept all Deliverables, coordinate
all exchanges of confidential information, and administer and coordinate the
technical matters associated with this Agreement are:
For IBM: For SHOWCASE:
Name: Xxxxxx Xxxxxx Name: Xxx Xxxxxxxxxxxx
Title: Mgr., STL Business Intelligence Title: Vice President of Development
Solutions Development
Address: 000 Xxxxxx Xxx. Address: 0000 Xxxxxxx 00 Xxxxx
Xxx Xxxx, XX 00000 Xxxxxxxxx, XX 00000-0000
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
Technical Coordinators may propose, accept (by signature or initial), and
implement technical changes to this Agreement that do not change dollar amounts
or materially change Deliverables or the schedules of this Agreement.
11.03 A party will provide written notice to the other when its coordinators
change.
12.0 GENERAL
12.01 Independent Contractor. Each party is an independent contractor. Neither
party is, nor will claim to be, a legal representative, partner, franchisee,
agent or employee of the other except as specifically stated in the Subsection
entitled "Copyright" below. Neither party will assume or create obligations for
the other. Each party is responsible for the direction and compensation of it
employees.
12.02 Freedom of Action. Each party may have similar agreements with others.
Each party may design, develop, manufacture, acquire or market competitive
products and services, and conduct its business in whatever way it chooses. IBM
is not obligated to announce or market any products or services. IBM does not
guarantee the success of its marketing efforts. IBM will independently establish
prices for its products and services.
12.03 Reliance. Neither party relies on any promises, inducements or
representations made by the other or expectations of more business dealings,
except as expressly provided in this Agreement. This Agreement accurately states
the parties' agreement.
12.04 Compliance With Applicable Laws. Each party will comply with all
applicable laws and regulations at its expense including, to the extent
applicable, Executive Order 11246 on Equal Employment Opportunity, as amended,
the Occupational Safety and Health Act of 1970, as amended, and the Americans
with Disabilities Act of 1990, as amended. This also includes all applicable
government export and import laws and regulation.
12.05 Confidential Information. The parties agree that information exchanged
under this Agreement that is considered by either party to be confidential
information will be subject to the terms of the AECI Agreement No. M96-2547
referenced on the first page of this Agreement and its Supplements. In addition,
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December 9, 1998
License Agreement
SHOWCASE will not provide IBM with any information which may be considered
confidential information of any third party unless provided under the AECI. The
obligations set forth in the AECI with regard to confidential information will
not limit or preclude the exercise of the licenses granted in this Agreement.
12.06 Copyright. Any publication by IBM of the Licensed Work or a Derivative
Work thereof may contain an appropriate copyright notice, as determined by IBM.
SHOWCASE will enforce and maintain its copyright protection in the Licensed
Work. IBM is not responsible for enforcing and maintaining such copyright
protection. However, SHOWCASE authorizes IBM to act as SHOWCASE's agent in the
copyright registration of the Licensed Work. At IBM's request, SHOWCASE agrees
to provide IBM reasonable assistance in registering any Product.
12.07 Order of Precedence. If there is a conflict among the terms of this base
License Agreement and its Attachments, the terms of this base License Agreement
prevail over those of the Attachments, unless the parties expressly indicate in
the Attachments that particular terms within the Attachments prevail. Terms in
IBM's purchase orders and SHOWCASE's invoices or acknowledgments, if any, are
void.
12.08 Headings. The headings of this Agreement are for reference only. They will
not affect the meaning or interpretation of this Agreement.
12.09 Counterparts. This Agreement may be signed in one or more counterparts,
each of which will be considered an original, but all of which together form one
and the same instrument.
12.010 Amendment and Waivers. For a change to this Agreement to be valid, both
parties must sign it. No approval, consent or waiver will be enforceable unless
signed by the granting party. Failure to insist on strict performance or to
exercise a right when entitled does not prevent a party from doing so later for
that breach or a future one.
12.011 Actions. Neither party will bring legal action relating to the subject
matter of this Agreement, against the other more than 2 years after the cause of
action rose, except in the case of indemnification for infringement, in which
case this period runs for 2 years after the award or settlement was made.
12.012 Dispute Resolution. Both parties will act in good faith to resolve
disputes prior to instituting litigation. Each party waives its rights to a jury
trial in any resulting litigation. Litigation will only be commenced in the
State of New York.
12.013 Governing Law. This Agreement will be governed by the substantive law of
the State of New York applicable to contracts executed in and performed entirely
within that State. The United Nations Convention on Contracts for International
Sale of Goods does not apply. SHOWCASE will, upon written notice from IBM,
submit to personal jurisdiction in any forum where IBM is sued for claims
related to this Agreement.
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DESCRIPTION OF LICENSED WORK #001
1.0 GENERAL DESCRIPTION OF LICENSED WORK:
STRATEGY OLAP PRODUCT WITH RST PORTED TO OS/400
The Licensed Works to be part of the OLAP Product include the
following, all as modified to work with and through the RSI.
a. SHOWCASE STRATEGY DB2 OLAP Server
1.) General description: STRATEGY DB2 OLAP Server is an
enterprise-scale on-line analytical processing system designed
for a wide-range of multidimensional reporting and analysis
applications. The STRATEGY DB2/ OLAP server is based on the
Hyperion Essbase OLAP server with the integrated
multidimensional data store of Hyperion Essbase replaced with
IBM's Relational Storage Interface (RSI). The relational
storage interface enables the STRATEGY DB2 OLAP Server to
store data directly in IBM DB2 and other relational databases.
The STRATEGY DB2 OLAP Server utilizes the Hyperion Essbase
OLAP engine for data access, navigation, application
programming interfaces (APIs), application design and
management and data calculation. However, while Hyperion
Essbase stores data in a specialized multidimensional data
store, STRATEGY DB2 OLAP Server stores data in a relational
database management system using a star schema data structure.
Thus, STRATEGY DB2 OLAP Server provides the capacity of
industry leading relational databases, and can be managed by
familiar RDBMS systems management, backup, and recovery tools.
It also offers the advantage of providing access to data in
the star schema using standard SQL. The requirement for an
underlying relational database also means that the STRATEGY
DB2 OLAP Server leverages the existing skills of information
technology professionals.
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: on-line documentation, and related printed
documentation.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource) .
b. SHOWCASE STRATEGY DB2 OLAP Server Partitioning
1.) General description: Strategy DB2 OLAP Server Partitioning is
a collection of features that makes it easy to design and
administer databases that span Strategy DB2 OLAP Server
applications or servers. Partitioning can affect the
performance and scalability of Essbase/400 applications and
provides more effective response to organizational demands,
reduced calculation time, increased reliability and
availability and incorporation of detail and dimensionality.
Partitioning can help users to:
a.) Synchronize the data in multiple partitioned
databases. Strategy DB2 OLAP Server tracks changes
made to values in a partition and provides tools for
updating the data values in related partitions.
b.) Synchronize the outlines of multiple partitioned
databases. Strategy DB2 OLAP Server tracks changes
made to the outlines of partitioned databases and
provides tools for updating related outlines.
c.) Allow users to navigate between databases with
differing dimensionality. When users drill across to
the new database, they can drill down to more
detailed data.
2.) Documentation: Soft copy and hard copy
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3.) Format: Object Code
4.) Documentation: Online documentation printed Essbase
documentation set, and related printed documentation created
with Microsoft Word 97.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource) .
c. SHOWCASE STRATEGY DB2 OLAP Server Currency Conversion
1.) General description: Strategy DB2 OLAP Server Currency
Conversion is an option designed to help multinational
companies that conduct business in the local currency of the
countries in which they operate. Strategy DB2 OLAP Server
Currency Conversion enables such companies to convert data
entered in the local currency of various countries to a common
currency that is used by the world and regional headquarters
for consolidation and analysis. Any exchange rate scenario can
be modeled and users can even perform ad hoc currency
conversions of data directly from their spreadsheets.
2.) Documentation: Soft copy and hard copy
3.) Format: Object Code
4.) Documentation: Online documentation, printed Essbase
documentation set and related printed documentation created
with Microsoft Word 97.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource) .
d. SHOWCASE STRATEGY DB2 OLAP Server SQL Drill Through
1.) General description - Strategy DB2 OLAP Server SQL Drill
Through provides right linking between summary data residing
in an Essbase/400 multidimensional database and detail data
residing in the relational store for either the OLTP or data
warehouse repository. Using SQL Drill Through, users can
automatically create an SQL query that retrieves the detail
data that corresponds to a specific data call residing in the
Strategy DB2 OLAP Server. The combination yields a powerful
and full-featured analytical environment.
2.) Documentation: Soft copy and hard copy
3.) Format: Object Code
4.) Documentation: Online documentation, printed Essbase
documentation set and related printed documentation created
with Microsoft Word 97.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource) .
e. SHOWCASE STRATEGY DB2 OLAP Server Spreadsheet Toolkit
1.) General description: The Strategy DB2 OLAP Sever Spreadsheet
Toolkit includes more than 20 macro and VBA functions that let
users build customized Microsoft Excel or Lotus 1-2-3
applications that incorporate Essbase/400 commands. Commands
such as EssCascade, EssConnect, and EssDisconnect provide all
of the functionality of their corresponding Essbase/400 menu
commands and allow companies to easily customize the Strategy
DB2 OLAP Server to meet their particular business needs.
2.) Documentation: Softcopy and hardcopy
3.) Format: Object Code
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4.) Documentation: Online documentation, printed Essbase
documentation set, and related printed documentation created
with Microsoft Word 97.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource)
f. OLAP Server Application Programming Interface (API)
1.) General description - Hyperion Essbase API lets you use
standard tools to create custom Hyperion Essbase application
that take advantage of the robust data storage, retrieval, and
analytical capabilities of the DB2 OLAP Server. The API
supports C, C++, and other application development
environments.
2.) Documentation: Soft copy and hard copy
3.) Format: Object Code
4.) Documentation: Online documentation, printed Essbase
documentation set, and related printed documentation created
with Microsoft Word 97.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource) .
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DESCRIPTION OF LICENSED WORK #002
1.0GENERAL DESCRIPTION OF LICENSED WORK: STRATEGY VW PRODUCT
The Licensed Works to be part of the VW Product include the following:
a. SHOWCASE STRATEGY Warehouse Manager
1.) General description: Warehouse Manager is the integrated solution to
controlling and managing a data warehouse. It consists of both AS/400
server and PC client software. Warehouse Manager provides the
following software for managing a data warehouse:
a.) Warehouse Manager server is the foundation of SHOWCASE STRATEGY
and includes patented technology for managing SHOWCASE STRATEGY's
data warehousing environment on the AS/400. It provides APPC and
TCP/IP support and the interface to many OS/400 features.
Specifically, Warehouse Manager server allows end users to work
with unique AS/400 data structures such as date fields, edit
codes, IDDU files, or other DDS structures found in a database,
and also allows users to import existing Query/400 applications
into various SHOWCASE STRATEGY products. Warehouse Manager also
provides support for third party data dictionaries such as the
classic X.X. Xxxxxxx interactive data dictionary. In addition,
Warehouse Manager goes beyond other ODBC connections to the
AS/400 in choosing how a query is processed on the AS/400, thus
optimizing query performance.
b.) Alias Manager allows administrators to assign metadata (alias
names) to DB2/400 objects, making it easier for users to
understand and find data in complicated AS/400 databases.
c.) License Manager enables administrators to authorize who can use
SHOWCASE STRATEGY desktop applications and to administer
passwords for SHOWCASE STRATEGY. While SHOWCASE STRATEGY products
can be installed on any desktop, License Manager is the tool that
gives administrators control over who can use the products to
access or manage databases.
d.) Resource Manager enables administrators to control AS/400 usage.
It provides administrators with the capability to administer
which users or groups of users can run against the system
interactively or who must use the AS/400 batch subsystem when
accessing the database. Additionally, it provides the capability
to prevent runaway query jobs on the AS/400.
e.) Security Manager enables administrators to enhance existing
AS/400 security. It enables administrators to secure data at the
collection, table/view, column, and row level by user or by
groups of users without affecting applications already using
AS/400 security.
2.) documentation: Softcopy
3.) format: Object Code
4.) documentation: Online documentation created with Microsoft Word 95 and
RoboHelp 5.0, related printed documentation created with Microsoft
Word 97.
b. SHOWCASE STRATEGY Data View Manager
1.) General description: Data View Manager enables administrators or
business analysts to create a simplified view of any AS/400 database,
whether it's used for transaction processing or analysis. The
simplified view is saved on the AS/400 as a data view and insulates
end users from complex query tasks such as defining table join
criteria, building frequently used result columns, and summarizing
detail data. In fact, administrators or business analysts can use data
views to remove unnecessary columns of data from view, build
frequently-used Sub-SELECT support, and define understandable column
names. Once created, a data view can be used in several SHOWCASE
STRATEGY products, including Warehouse Builder, Query, Report Writer,
and Analyzer Data Modeler. A data view can even be used in Data View
Manager as the basis for another data view. The net result is that
administrators and/or business analysts can create an easy-to-use
relational data warehouse and potentially improve query and reporting
performance by ensuring that data is accessed correctly.
2.) documentation: Softcopy
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December 9, 1998
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3.) format: Object Code
4.) documentation: Online documentation created with Microsoft Word 95 and
RoboHelp 5.0, related printed documentation created with Microsoft
Word 97.
c. SHOWCASE STRATEGY Warehouse Builder
1.) General description: Warehouse Builder is a powerful data
transformation product that allows users to convert data into
meaningful information within a relational data warehouse.
Specifically, Warehouse Builder has the power to transform and
simplify data as it is being moved. It can cleanse data to make it
more understandable to end users, summarize data at the time of
transfer, and track transaction history information. Additionally,
Warehouse Builder can automatically populate Essbase/400
multidimensional databases, apply load rules, initiate calculations,
and run Essbase/400 routines such as SQL data loads and dimension
builds. These direct links to Essbase/400 simplify and speed up the
creation of the multidimensional portion of a data warehouse.
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: Online documentation created with Microsoft Word 95 and
RoboHelp 5.0, related printed documentation created with Microsoft
Word 97.
d. SHOWCASE STRATEGY Analyzer
1.) General description: Analyzer is a powerful tool that provides
seamless access to Essbase/400 databases and the ability to drill
through the consolidated information in an Essbase/400 database to
underlying detail data stored in relational databases. Analyzer's
various analysis functions include the ability to pivot, rank, filter,
sort, and apply traffic lighting to information. Users can view data
in a spreadsheet or a chart, and link numerous spreadsheets and charts
together to provide a logical, speed-of-thought path through corporate
information. In addition, Analyzer provides the tools necessary to
create pinboards and forms in which to display data. Its advanced
features include the ability to update data in Essbase/400 databases
(if users have the proper authority), thereby allowing users to
conduct "what if" analysis and work with budgeting applications. The
result is an application that uniquely empowers businesses to leverage
the wealth of information in their data warehouse by spotting
opportunities, pinpointing and resolving problems, and more.
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: Online documentation created with Microsoft Word 95 and
RoboHelp 5.0, related printed documentation created with Microsoft
Word 97.
e. SHOWCASE STRATEGY Analyzer for the Web
1.) General description: Analyzer for the Web is a "thin" version of
Analyzer that allows users to conduct basic data analysis tasks via a
corporate intranet or extranet. Analyzer for the Web is built in the
powerful Java programming language. Therefore, users can run Analyzer
for the Web from within inexpensive and popular Java-enabled web
browsers such as Microsoft Internet Explorer and Netscape Navigator.
This architecture, combined with the fact that Analyzer for the Web
features an interface that is very similar to Analyzer's, enables
companies to eliminate the overhead of supporting and training users
on different software for in-house and remote data analysis.
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: Online documentation is in the form of HTML pages.
Related printed documentation is created with Microsoft Word 97.
Note: Source online documentation files are provided and maintained by Hyperion
(AppSource) Corp.
f. SHOWCASE STRATEGY Analyzer OLAP Server
1.) General description: Analyzer OLAP Server is used for reading and
writing Analyzer, Analyzer Designer and Analyzer Data Modeler system
database files. All system database files reside on the AS/400 and are
administered through SHOWCASE STRATEGY's Warehouse Manager client
software. Access to the Analyzer OLAP Server is controlled through
AS/400 user profiles defined in Warehouse Manager. Users log in to
Analyzer with their AS/400 user ID and password. The same AS/400 user
ID and password is automatically passed to the Essbase/400 server when
the user logs in to Essbase/400.This simplification means
administrators have fewer profiles and user IDs to administer and end
users have fewer IDs and passwords to keep track of.
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2.) documentation: Softcopy
3.) format: Object Code
4.) documentation: Online documentation created with Microsoft Word 95 and
RoboHelp 5.0, related printed documentation created with Microsoft
Word 97.
g. SHOWCASE STRATEGY Query
1.) General description: Query enables users to quickly and easily access
their relational data for simple ad-hoc data analysis. It allows users
to incorporate result columns, run-time prompts, and complex
expressions into their queries and also provides a performance
analyzer that helps users to tune their queries for optimal
performance. In addition, Query includes Microsoft Excel and Lotus
1-2-3 add-ins that allow users to bring AS/400 data directly into
their formatted spreadsheets. Then, each time users open those
spreadsheets, they have the Option of refreshing them with the latest
information from their databases.
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: Online documentation created with Microsoft Word 95 and
RoboHelp 5.0, related printed documentation created with Microsoft
Word 97.
h. SHOWCASE STRATEGY Report Writer
1.) General description: Report Writer takes Query's powerful data-access
capabilities and extends them to enable users to convert AS/400 data
into powerful reports that include headers, footers, crosstabs,
images, graphics, and much more. It offers a powerful macro language
that can be used to create complex reports and various report objects,
such as derived fields. Additionally, Report Writer provides end users
with pre-formatted style sheets to use as standard report templates.
This saves the user time in report formatting by enabling them to
simply apply a style sheet to selected AS/400 data.
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: Online documentation created with Microsoft Word 95 and
RoboHelp 5.0, related printed documentation created with Microsoft
Word 97.
i. Other
1.) General description: This category represents miscellaneous SHOWCASE
STRATEGY software and documentation that is required to deliver a
complete solution. Examples include:
a.) client and host installation and setup software and documentation
b.) product tutorials and sample files
c.) sample database files
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: Online client documentation created with Microsoft Word
95 and RoboHelp 5.0, online host documentation, and related printed
documentation created with Microsoft Word 97.
Note: Some sample files and demo database files are provided and maintained by
Hyperion (AppSource).
j. Metadata integration and VWP processing:
1.) General description:
Using the templates provided by Visual Warehouse (VW), construct the business
views and source/target definitions that VW can manage. This process includes
the reading of the VW templates, filling in the information required with
metadata from the SHOWCASE STRATEGY Warehouse Builder. The information required
includes:
a.) The definition of the source data being manipulated/extracted by
SHOWCASE STRATEGY Warehouse Builder (Source Information Resource
in VW terms).
b.) The definition of the target data being produced by SHOWCASE
STRATEGY Warehouse Builder (Target Information Resource in VW
terms).
c.) The definitions of the process applied to the source data to
produce the target data (Business Views in VW terms).
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d.) The definition of the applications that will execute the SHOWCASE
scripts (VWPs in Visual Warehouse terms).
e.) The definition of the process flows (business view cascade in VW
terms).
Creation of the Visual Warehouse programs that will execute the
SHOWCASE scripts on the OS platform that the scripts were written for.
All of the above must work with Visual Warehouse V5.2 with latest CSD
2.) documentation soft-copy
3.) format: Object Code
4.) documentation: end-user documentation, on-line documentation, and
other related written materials
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ATTACHMENT
IBM Acceptance Criteria
Prior to IBM's acceptance of SHOWCASE's version of the Licensed Works, the
execution of SHOWCASE's tests must have been successfully demonstrated and
documented by SHOWCASE.
Prior to the start of acceptance test at IBM for each Licensed Work, all
SHOWCASE Deliverables for that Licensed Work (including executables, manuals,
online help and messages) must be available. IBM's acceptance test of the
Licensed Work as documented below initially targets the Visual Warehouse/400
package, followed by DB2 OLAP Server/400 and Visual Warehouse for NT (IBM
Product) driving the integration points with Visual Warehouse/400 and the DB2
OLAP Server/400.
A. VISUAL WAREHOUSE/400
1.0 Installation and Configuration
1. Installation
Installation procedures for the Licensed Works will be followed as provided
in the SHOWCASE documentation. Install tests will be performed, by IBM,
using all pre-requisite levels of OS/400 and NT operating systems. US
English configurations will initially be tested, followed by non-English
configurations to demonstrate NLS (SBCS, DBCS) enablement and install.
IBM will run installation verification programs (IVP), according to
documentation, to demonstrate successful installation of the "Licensed
Works" on the AS/400 platform. No network configuration will be involved in
the install test. SHOWCASE will provide their regression test to IBM as a
foundation for IVP.
2. Configuration
Native and network configurations will be tested to demonstrate the
operation of Visual Warehouse/400 (native), as well as Visual Warehouse/NT
(IPCS card) as enterprise warehouse manager for Visual Warehouse/400.
Following the directions in the documentation, Visual Warehouse/400 will be
configured for native operation, as well as to interact with Visual
Warehouse/NT. TCP/IP will be the protocol used for establishing the
connection between the servers. Due to firewall restrictions,
configurations with proxy server(s) may not be tested.
Execute the IVP to demonstrate successful installation and running of
Visual Warehouse/400 Manager, Report Writer, and Analyzer Server.
Various installation and configuration error scenarios will be tested to
ensure proper operation of exception handling routines, error messages to
log, end-user notifications, and documented Help to guide problem
resolution.
3. Migration and Coexistence
Following the directions in the SHOWCASE supplied documentation, IBM will
write and test the documentation (for the enterprise model) that describes
how Visual Warehouse/400 can be configured to connect to Visual
Warehouse/NT server. (Phase II)
Ensure access to local AS/400 Agent can be established from Visual
Warehouse/NT. This access will be used for data access and write from/to
AS/400 based data sources
4. Removal
Verify the "un-install" of Visual Warehouse/400 per supplied documentation.
2.0 Information
Visual inspection will be done to ensure the "Licensed Works" information
is complete; all program functions are completely described; all ordinary
publication component content (such as the table of contents, index,
appendices, and so on) exist; all information categories (book, online
help, messages) exist in their final form; and that all graphics are
provided and do not require re-work.
1. Information usability test
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Tests will be conducted to evaluate the usability of Visual Warehouse/400
information. Assumption is that there are no cross-platform components
(e.g. MVS, OS/2, NT) with the "Licensed Works".
Test start: No components installed. Product prerequisites are installed
and available.
Test end: Visual Warehouse/400 components are installed, configured, and
operational. Basic source/target mapping tasks are done, scripts to
extract, transform, and copy data (equivalent of Visual Warehouse/NT
Business Views) can be created, and a small set of relational (and
non-relational in the Enterprise model) can be moved from local and remote
data sources to local DB2/400.
2. Information usability test success criteria (5-point rating from 1 (very
unsat.) to 5 (very sat.)):
a. Success: testers successfully complete all tasks required to get to
"test end".
b. Satisfactory or very satisfactory ratings for online help.
c. Satisfactory or very satisfactory overall ratings for all
documentation.
d. Satisfactory or very satisfactory ratings for the end-user interface,
sample administration and warehousing operation, by testers, using
sample data. This rating includes the installation interface.
3.0 National Language Support
1. Run National Language Support (NLS) and localization tests, per supplied
documentation and supplied sample data. National language versions of the
"Licensed Works" include English, French, German, Italian, Japanese, and
other language versions when available.
2. IBM will report any significant deviations from IBM's Designing
International Software (6X09-1220) document or guidelines to SHOWCASE for
response/resolution.
4.0 Year 2000 Support
Licensed Works will be tested for ability to handle date values beyond Year
2000 and dates in and between the 20th and 21st centuries.
5.0 Performance, Scalability, and Reliability
It is understood that all statements related to performance, scalability
and reliability as provided in this section are reasonably believed
estimates that can only be verified after tests are performed at IBM
facilities. Reliability is to be demonstrated by running tests without
incident from the existing Visual Warehouse/NT testcase stores modified for
Visual Warehouse/400. These include but are not limited to: Regression
tests that involve single data source to target mappings, multiple data
source to target mappings, where data sources include data from DB2,
Oracle, and other (enterprise model supported) data sources on AS/400 and
non-AS/400 platforms to DB2/400. Testcases will be expanded to include
multiple IMS and VSAM data sources on an MVS platform. Visual Warehouse/NT
reasonably supports 50 concurrent users, and allows cascading business
views up to 35 levels, without catastrophic (e.g., APAR Severity Level 1)
incidents. Visual Warehouse/400 needs to meet, or surpass, this level of
scalability. Concurrency and code quality are focus acceptance items in
this test. This test will be based on the test buckets described above. In
order for the above tests to be successful, IBM will obtain a reasonable
amount of assistance from SHOWCASE personnel for the configuration and
deployment of the Product components. IBM and SHOWCASE will negotiate the
required assistance on Product documentation. IBM will provide an
environment that has the necessary capacity to perform this test. This
includes, but is not limited to:
An AS/400 environment that has enough resources to support 50
concurrent users. These resources include enough MIPS, real storage,
and virtual storage to support 50 concurrent users. The TCP/IP
sub-system must be properly configured to support the expected number
of concurrent users.
Performance Expectations:
Tests will measure both the throughput and elapsed time for the result
sets from various warehousing scenarios to be committed in the target
DB2/400 database. Session establishment time will not be included in
these performance tests.
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IBM must provide an infrastructure that allows these tests to be successful.
Assuming that IBM has provided an environment to support 50 concurrent users and
that the code quality test has been completed successfully, the query
performance objective may not be met without additional tuning/infrastructure
changes.
6.0 New Function
The Product must perform to specifications as documented in SHOWCASE
documentation supplied to IBM. Tests will be run to test enhancements and new
functions. The list below itemizes the areas to be tested, but testing is not
necessarily limited to these functions:
1. Multi-user operation as described in scalability section above;
2. Performance related functions to be verified as described in performance
section above;
3. Use of any system exit routines for accounting, access validation,
debugging, and performance monitoring; and
4. Security and authentication testing of multi-user data servers.
7.0 CUPRIMDSO Measurements
1. Will be measured throughout the Beta program.
2. No Severity-1 problem remains open at Beta Program start. SHOWCASE will
also have bypasses available for all Severity-2 problems including a plan
to resolve within 2 weeks after Beta start.
3. Satisfaction level at the end of the program must be: Very satisfied or
Satisfied.
B. DB2 OLAP/400 SERVER
1.0 Installation and Configuration
1. Installation
Installation procedures for the Licensed Work will be followed as provided
in the SHOWCASE documentation. Install tests will be performed, at the
discretion of IBM, using all pre-requisite levels of OS/400 and NT
operating systems. US English configurations will initially be tested,
followed by non-English configurations to demonstrate NLS (SBCS, DBCS)
enablement and install.
IBM may, at its discretion, also run installation verification programs
(IVP), according to documentation, to demonstrate successful installation
of the "Licensed Works" on the AS/400 platform.
2. Configuration
Network configurations, using TCP/IP, will be tested to demonstrate the
inter-operability of the DB2 OLAP/400 Server with:
1.) the ESSBASE Application Manager and ESSCMD on a non-AS/400 operating
platform (IBM prefers that WinNT be used.)
2.) the SQL Interface for loading DB2 relational data from a local
DB2/400, remote DB2/400, DB2/390 and DB2/UDB on AIX.
Various installation and configuration error scenarios must be tested to
ensure proper operation of exception handling routines, error messages to
log, end-user notifications, and documented Help to guide problem
resolution.
3. Removal
Verify the "un-install" of the DB2 OLAP/400 Server per supplied
documentation.
2.0 Information
SHOWCASE will provide IBM with all SHOWCASE STRATEGY product documentation.
Such information to include all program functions completely described; all
ordinary publication component content (such as the
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table of contents, index, appendices, and so on); all information
categories (book, on-line help, messages) in their final form; and all
graphics which will not require re-work. If IBM needs to create any
additional documents, IBM will create this work but may reuse SHOWCASE
documentation as necessary.
3.0 National Language Support
1. Run National Language Support (NLS) and localization tests, per supplied
documentation and supplied sample data. National language versions of the
DB2 OLAP/400 server include English, French, German, Italian, Japanese, and
other language versions when available.
2. SHOWCASE must follow IBM's Designing International Software (6XO9-1220)
document or guidelines and report to IBM any deviation for follow-up
response/resolution.
4.0 Year 2000 Support
DB2 OLAP/400 must be shown to have the ability to handle date values beyond
Year 2000 and dates in and between the 20th and 21st centuries.
5.0 Performance, Scalability, and Reliability
1. Reliability Expectations:
a. Reliability is to be demonstrated by running without incident the
existing Hyperion ESSBASE tests suite. These tests can be found on a
CD from Hyperion under the directory REGRESS. These tests cover server
as well as client testing. Most of the server tests run directly on
the server, although there are some client-side tests whose purpose is
to test the server. Therefore, in order to do complete server testing,
there are tests to be run from both the server and the client.
b. The tests include the Basic and Extended Acceptance test suite
(SACCEPT) as well as the Basic Regression test suite (CALCS, CONTROL,
DATALOAD, DIMLOAD, LOGS, MULTCUBE, OUTLINES, REPORTS, and VIRTUAL).
c. Concurrence and code quality are focus acceptance items in this
test. This test will be based on the test buckets described above. At
IBM's discretion, some or all of the above may also be run by IBM. In
such a case, IBM will obtain a reasonable amount of assistance from
SHOWCASE personnel for the configuration and deployment of the Product
components. IBM and SHOWCASE will negotiate the required assistance on
Product documentation.
d. The AS/400 version of the Hyperion Test suites will be provided to
IBM by SHOWCASE.
2. Performance Expectations:
Using the OLAP Council's APB1 Benchmark, APB1 metrics will be collected by
SHOWCASE for both the DB2 OLAP/400 Server and Essbase/400. The difference
between the performance metrics of the two servers on the AS 400 platform
will be a similar ratio as that experienced between the native Essbase and
the DB2 OLAP server on other platforms to constitute successful performance
exit criteria.
6.0 CUPRIMDSO Measurements
1. Will be measured throughout the Beta program.
2. No Severity-1 problem remains open at Beta Program start. SHOWCASE will
also have bypasses available for all Severity-2 problems including a plan
to resolve within 2 weeks after Beta start.
3. Satisfaction level at the end of the program must be: Very satisfied or
Satisfied.
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ATTACHMENT
ROYALTIES
Royalty
-------
US EMEA AP LA
-- ---- -- --
Analyzer
(*) (*)
DB2 OLAP for OS/400
(*) (*)
Warehouse Builder
(*) (*)
Warehouse Manager
(*) (*)
Report Writer
(*) (*)
Entry Level
(*) (*)
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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Royalty on Software Subscription
--------------------- ---------------------------
1 year 2 years
--------------------- ---------------------------
US EMEA AP LA US EMEA AP LA
Analyzer
------------------------------------------- ---------------------------
(*) (*) (*)
DB2 OLAP for OS/400
(*) (*) (*)
Warehouse Builder
(*) (*) (*)
Warehouse Manager
(*) (*) (*)
Report Writer
(*) (*) (*)
Entry Level
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(*) (*) (*)
-----------------------------------------------------------------------
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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ATTACHMENT
Schedule
Milestones Date
---------- ----
a. Execution of this Agreement (*)
b. SHOWCASE's delivery of the RSI OS/400 ported Source Code (*)
c. SHOWCASE's delivery of the Licensed Works in DLW (*)
#001 which substantially complies with its specifications
d. SHOWCASE's delivery of the Licensed Works in DLW (*)
#002 which substantially complies with its specifications
e. Successful completion of IBM's testing of the Licensed Work (*)
for DLW # 001
f. Successful completion of IBM's testing of the Licensed Work (*)
for DLW #002
g. Receipt of the completed Certificate of Originality for the (*)
Licensed Work for DLW #001
h. Receipt of the completed Certificate of Originality for the (*)
Licensed Work for DLW #002
Planned start of beta customer test for DLW #001
Planned start of beta customer test for DLW #002
NOTE: SHOWCASE will need up to (*) business days to prepare and deliver the code
for the port of RSI to the OLAP server product from the date IBM delivers RSI
Source Code - this could impact b, c, e, g, and i above.
This schedule is for planning purposes and may be changed upon mutual agreement
of the parties.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
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ATTACHMENT
TESTING, MAINTENANCE AND SUPPORT
1.0 Definitions
Capitalized terms in this Attachment have the following meanings.
1.1 APAR is the completed form entitled "Authorized Program Analysis Report"
that is used to report suspected Code or documentation errors, and to request
their correction.
1.2 APAR Closing Codes are the established set of codes used to denote the final
resolution of an APAR. IBM will identify APAR Closing Codes prior to the start
of the maintenance obligations.
1.3 APAR Severity Levels are designations assigned by IBM to errors to indicate
the seriousness of the error based on the impact that the error has on the
customer's operation:
a. Severity 1 is a critical problem. The customer cannot use the Product or
there is a critical impact on the customer's operations which requires an
immediate solution;
b. Severity 2 is a major problem. The customer can use the Product, but an
important function is not available or the customer's operations are
severely impacted;
c. Severity 3 is a non-critical problem. The customer can use the Product
with some functional restrictions, but it does not have a severe or
critical impact on the customer's operations;
d. Severity 4 is a minor problem that is not significant to the customer's
operations. The customer may be able to circumvent the problem.
1.4 APAR Correction Times are the objectives that SHOWCASE must achieve for the
resolution of errors and distribution of the correction to IBM.
a. "Severity 1" requires maximum effort support until an emergency fix or
bypass is developed and available for shipment to IBM. Critical situations
may require customer, IBM and SHOWCASE personnel to be at their respective
work locations or available on an around- the-clock basis. The objective
will be to provide relief to the customer within 24 hours and provide a
final solution or fix within 7 days;
b. "Severity 2" on a best effort basis, be resolved (i.e. fixed or
bypassed) within ten (10) calendar days;
c. "Severity 3" on a best effort basis, be resolved (i.e. fixed or
bypassed) within fifteen (15) calendar days;
d. "Severity 4" on a best effort basis, be resolved (i.e. fixed or
bypassed) within twenty eight (28) calendar days.
The calendar days begin when SHOWCASE creates the APAR and supporting
documentation and end when the Error Correction or other resolution is shipped
to IBM. IBM will consider exceptions from these objectives when warranted by
technical or business considerations.
1.5 Developer Test Systems are an appropriate configuration of installed
hardware and software that SHOWCASE maintains which is representative of typical
customer installations for the Product. These Developer Test Systems will
contain, at a minimum, the following:
a. the current and current minus 1 level of the Product;
b. the current and current minus 1 level of the prerequisite/co-requisite
hardware and software that IBM specifies to SHOWCASE; and
c. specific fix-packs as required.
The Developer Test Systems will consist of the appropriate configured
workstations only unless IBM specifies and provides SHOWCASE other equipment at
no charge.
1.6 IBM Test Systems are an appropriate configuration of installed hardware and
software that IBM maintains which is representative of typical IBM customer
installations using the Product. These test systems will contain, at a minimum,
a level of prerequisite/co-requisite hardware and software that is correspondent
with that of the Developer Test Systems.
1.7 Maintenance Level Service is the service provided when a customer identifies
an error.
a. Level 0 is the service provided on the phone with a customer when the
customer first reports a problem or issue.
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b. Level 1 is the service provided in response to the customer's initial
phone call identifying an error.
c. Level 2 is the service provided to reproduce an attempt to correct the
error or to find that the service provider cannot reproduce the error.
d. Level 3 is the service provided to isolate the error at the component
level of the Code. The service provider distributes the Error Correction or
circumvention or gives notice if no Error Correction or circumvention is
found.
1.8 Problem Determination is the process of determining whether a problem is
being caused by hardware, software or documentation.
1.9 Problem Management Record ("PMR") is a record created when a customer makes
the initial support request. This record becomes a part of the Problem
Management System database and records the essential information about the
customer question or problem.
1.10 Problem Management System ("PMS") is an internal IBM developed software
system used to record customer demographic information and encode data about the
reported question or problem. The PMS will contain call records and document
call activity, including the recording and tracking of all questions and
problems to final resolution. The PMS can be used to verify that each customer
is "entitled" to program support.
1.11 Problem Source Identification is the process of determining which software
or documentation component is failing or attributing the failure to some
external cause such as a customer error or no trouble found.
1.12 Reader Comment Form ("RCF") is the form which is used to record errors and
comments on the documentation. The RCF is generally the last page of a manual or
brochure. The customer completes it and mails it to the address specified.
2.0 Maintenance and Support Responsibilities
2.1 The parties will agree to the specific details of the process flow each will
follow to resolve customer calls for requests for support 30 days prior to the
general availability of the Product.
2.2 SHOWCASE will provide IBM electronic (soft copy) information on any known
problems in the Licensed Work and the work arounds and solutions, if available,
within 30 days of the Effective Date of this Agreement.
2.3 Product customers will initiate requests for support by contacting IBM. IBM
will perform the following maintenance Level 0 support responsibilities, as
described below. IBM will:
a. ensure customer entitlement;
b. create the PMR; and
c. obtain from the customer a description of the problem.
SHOWCASE will perform the following Xxxxx 0 support responsibilities to verify
its severity:.
d. search the IBM and SHOWCASE databases for known problems;
e. provide the available resolution to the customer if the problem is
known;
f. recommend local IBM assistance as required;
g. If no resolution, pass the PMR to Level 2; and
h. update the PMR, documenting Level 1 actions.
IBM will be the initial customer contact point for questions, problems and
assistance concerning the Product. IBM may use a third party to perform its
obligations.
2.4 Thirty days prior to general availability of the Product, SHOWCASE will
establish a process to check incoming electronic requests for Xxxxx 0, Xxxxx 0,
and Level 3 support at least twice daily. 2.5 SHOWCASE will perform the
following Xxxxx 0 and Level 3 support responsibilities.
a. Level 2 SHOWCASE will:
1.) receive the PMR from Level 1;
2.) analyze problem symptoms and gather additional data from the customer as
required;
3.) recreate the problem on the Developer Test System;
4.) determine if the error is due to improper installation of the Product by
the customer;
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License Agreement
5.) determine if the suspected error is due to prerequisite or operationally
related equipment or software at the customer location;
6.) attempt a bypass or circumvention for high impact problems, i.e., Severity
1 and 2;
7.) if no resolution and the problem appears to be a newly discovered Code or
documentation error, create an APAR record; and
8.) update the PMR, documenting Xxxxx 0 actions.
b. Level 3 SHOWCASE will:
1.) receive the APAR/PMR and supporting documentation and materials;
2.) analyze the problem symptoms and diagnose the suspected error;
3.) notify Xxxxx 0 if additional information, materials or documentation are
required;
4.) attempt to recreate the problem on the Developer Test System, if required;
5.) assist in Level 2 in attempting to develop a bypass or circumvention for
high impact problems, e.g., Severity 1 and 2;
6.) determine if Error Corrections are required to the Licensed Work;
7.) if Error Corrections are required to the Licensed Work, provide Error
Corrections to IBM in the format specified by IBM;
8.) return all APARs to IBM with one of the defined APAR Closing Codes
assigned, including text describing the resolution of the error. In the
event a Code error was found, provide the rationale for the closing of the
APAR;
9.) provide resolution to APARs according to the assigned APAR Severity Level
and within the defined APAR Correction Time. The APAR Correction Times
include building, testing, certifying successful tests of Error
Corrections, and packaging for shipment to IBM any applicable Error
Corrections in the format specified by IBM;
10.) receive technical questions, and supporting documentation and materials;
11.) analyze the technical questions and provide answers to IBM;
12.) provide technical backup support to IBM on the Product as provided above.
In addition, SHOWCASE will provide assistance in answering questions that
may arise concerning the operation and use of the Licensed Work that cannot
be resolved by IBM; and
13.) close out the problem record with the customer.
2.6 At least twice a year, SHOWCASE will provide a corrected version of the
Licensed Work that includes all Error Corrections to the Licensed Work.
Additional corrected versions of the Licensed Work will be provided as
determined and mutually agreed to by IBM and SHOWCASE in the event they become
necessary due to the frequency or severity of newly discovered defects. In order
to provide Error Corrections, SHOWCASE will maintain a current copy of the
Product.
2.7 SHOWCASE will maintain procedures to ensure that new Error Corrections are
compatible with previous Error Corrections.
2.8 Packaging of Error Corrections and migration Code will be done as mutually
agreed to by IBM and SHOWCASE.
3.0 RETAIN Access and APAR Management
3.1 IBM will provide SHOWCASE with access to IBM's RETAIN system (IBM's system
used to manage and process PMRs and APARs) as necessary for SHOWCASE to perform
its Maintenance and Support obligations as required in this Agreement. Thirty
(30) days prior to general availability of the Licensed Works, SHOWCASE will
establish a process to check PMR activity on the IBM RETAIN system during normal
business hours and provide IBM with a number to call for offshift hours. IBM
will provide sign-on IDs for the IBM RETAIN system. SHOWCASE will be responsible
for the connection to the IBM network and all hardware and software used to
connect and communicate with the IBM RETAIN system. SHOWCASE will be responsible
for any charges or expenses relating to the hookup and network charges for
accessing the system.
3.2 Generally, APARs will originate from IBM customers reporting problems or
sending in Reader Comment Forms. SHOWCASE will also report to IBM as APARs all
valid errors discovered by SHOWCASE
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or SHOWCASE's customers. After receiving an APAR, IBM will assign an APAR number
and Severity Level, and forward the APAR to SHOWCASE for action.
3.3 For verified APARs for the Licensed Work, SHOWCASE will provide Error
Corrections as set out below within the applicable APAR Correction Times:
a. the fix to the Object Code in machine-readable form including a hard
copy description of the Error Corrections (which may include a paper
submission of the Error Corrections);
b. the Error Corrections to the Source Code in machine-readable form that
corresponds to the Object Code Error Corrections; and
c. for a procedural workaround, the corrected procedure in machine-readable
form.
3.4 Reader Comment Forms received by IBM that do not form the basis of an APAR
will be forwarded to SHOWCASE for proper and prompt handling as appropriate.
4.0 General
4.1 SHOWCASE will provide to IBM the name and phone numbers of SHOWCASE's
personnel to contact when high priority problems are encountered outside of
normal working hours that require immediate assistance. SHOWCASE's normal
working hours are defined as 8:30 AM to 5:00 PM, Monday through Friday, Central
Time.
4.2 SHOWCASE will provide to IBM, on request, information regarding the status
of reported APARs related to the Licensed Work.
4.3 It is desirable that IBM report APARs and status requests to SHOWCASE via an
electronic interface and that SHOWCASE send APAR Error Corrections, status
updates and requests for additional documentation to IBM via the same interface.
IBM and SHOWCASE will jointly plan the electronic system. Each party is
responsible for funding the costs of this interface at its location.
4.4 Critical situations may require the parties to use the telephone for
immediate communications. The parties will follow such communications via the
electronic interface for tracking and recording purposes. Each party is
responsible for funding the costs of this communication at its location.
4.5 In circumstances where materials have to be exchanged using facsimile or
courier services, each party is responsible for funding the costs of these
exchanges via facsimile or courier services at its location.
4.6 SHOWCASE will participate in monthly telephone conference calls with IBM to
review the status and performance of the parties' obligations. These calls may
be scheduled more or less frequently as agreed to by the Technical Coordinators.
Each party is responsible for funding the costs of these conference calls at its
location.
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