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EXHIBIT 10.26
SYNON
SOFTWARE LICENSE AGREEMENT--PERPETUAL SYNON
SYNON
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Software License Agreement between Synon, Inc. ("Synon") and the undersigned
Licensee ("Licensee"). This agreement sets forth the terms and conditions under
which Synon licenses Licensee to use the Programs in object code listed in
Schedule A ("Program(s)") and supporting documentation delivered with the
Program(s).
LICENSE: In consideration of payment of the License Fee specified in Schedule A
and subject to the terms hereof, Synon grants to Licensee a perpetual, personal,
non-transferable, non-exclusive license to use the Program(s) on the computer at
the location specified below. Unless otherwise agreed to in writing by Synon,
Licensee agrees (i) not to use the Program(s) to develop application software
for entities other than Licensee, (ii) not to permit any other entity to use the
Program(s) on a timesharing or other basis and, (iii) not to permit any other
entity to use the application software developed by the Program(s).
Licensee agrees that, upon execution of this Agreement, the License Fee is
Payable as provided in Schedule A. Failure to make payment of the License Fee
when due will be a breach of this Agreement, and in the event of such a breach,
Synon may render the Program(s) inoperative by withholding authorization codes
and may terminate this Agreement by written notice to Licensee. Licensee
acknowledges that the Program(s) will be or become inoperative if Synon
withholds authorization codes.
SYNON'S RIGHTS. Synon represents and warrants that it has the right to grant
this license. Synon is acting as principal and not as agent for any affiliate or
related entity of Synon in granting this license. Licensee acknowledges that it
has and is acquiring no rights against any affiliate or related entity of Synon
or any third party who may own the Program(s).
LIMITATION OF LIABILITY. Licensee agrees that, except for Synon's obligations to
indemnify Licensee under infringement actions, as provided herein, Synon's
liability for damages under or in connection with this Agreement, regardless of
the form of action, is limited to the License Fee received under this Agreement.
In no event will Synon be liable for consequential, indirect or incidental
damages, even if Synon foresees or has been advised of the possibility of those
damages. Licensee acknowledges that the amount of the License Fee payable under
this Agreement is related to the foregoing limitations on Synon's liability and
that the License Fee would be greater if Synon's liability were not so limited.
THIS AGREEMENT INCLUDES THE TERMS SET FORTH ON THE REVERSE SIDE OF THIS SHEET.
BY EXECUTION OF THIS AGREEMENT, LICENSEE ACKNOWLEDGES THAT IT HAS READ AND
ACCEPTED THOSE TERMS.
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LICENSEE: SYNON, INC.:
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By: By:
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Printed Name: Printed Name:
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Title: Date: Title: Date:
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SCHEDULE A: CPU Model: CPU Serial #:
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Program: License Fee: Maint. Fee:
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Program: License Fee: Maint. Fee:
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Program: License Fee: Maint. Fee:
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Total License Fee (US$): Maint. Fee:
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Payable: Payable:
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Site Address:
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UPGRADES. This License is for use of the Program(s) on the CPU model specified
in Schedule A. If Licensee desires to use the Program(s) on a different CPU
model, Synon may charge an Upgrade Fee and an increased Maintenance Fee in
accordance with Synon's policy then in effect. Failure to make payment of the
Upgrade Fee when due will be a breach of this Agreement, and in the event of
such a breach, Synon may render the Program(s) inoperative on the new CPU model
by withholding authorization codes. Synon will issue a new authorization code
for the upgraded CPU model upon payment of the Upgrade Fee.
SUPPORT AND MAINTENANCE. Synon will provide Licensee with the following support
and maintenance for the Program(s) (i) for the first 90 days from the date of
this Agreement without additional charge, (ii) for the next 12 months upon
payment by Licensee of the Maintenance Fee by the date specified in Schedule A
and (iii) on an annual basis thereafter subject to payment of the applicable
Maintenance Fee within 30 days of invoice.
1. Telephone support through Synon's offices;
2. The right to receive support services at Licensee's site, at
Synon's standard billing rate, subject to availability and
scheduling of Synon personnel;
3. Updated versions of the Program(s) as they may be released; and
4. Error corrections as made.
WARRANTY. Synon warrants that the Program(s) will perform in substantial
compliance with the reference manual supplied by Synon with the Program(s). This
warranty shall extend for a period of 90 days from the date of this Agreement.
Synon's sole obligations in the event of a breach of this warranty will be to
correct any material defects or errors of which it is given written notice
within the 90 day period or, if it fails to correct those errors within 30 days
of receipt of written notice, to refund to Licensee the License Fee, if any,
against return of the Program(s) and all supporting documentation. Synon also
warrants that the Program(s) does not, as of the date of this Agreement,
infringe any copyright, trade secret or issued United States patent of any third
party. Synon's sole obligations in the event of breach of this warranty of
non-infringement are those specified in this paragraph. Synon agrees to
indemnify Licensee against legal fees and liability to third parties arising
from any claim of such infringement. Synon shall have the right to control the
defense or settlement of any such claim. If use of the Program(s) by Licensee is
enjoined by any such infringement proceeding, Synon shall if possible without
unreasonable expense obtain the right for Licensee to use the Program(s), or
shall refund to Licensee the License Fee, if any, paid under this Agreement for
the Program(s). Except for the express warranties made in this paragraph, SYNON
MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM(s),
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR
PURPOSE.
TAXES. Licensee agrees to pay, or reimburse Synon for, any taxes resulting from
this Agreement, exclusive of taxes based on Synon's net income.
PROPRIETARY DATA. Licensee acknowledges that the Program(s) and the supporting
documentation constitute and will remain property and trade secrets of Synon,
its affiliates and/or third parties and their respective successors and assigns,
and Licensee does not have and shall not acquire any proprietary rights thereto.
Licensee agrees that it will not, and will not permit others to, copy or
decompile, or use in any way not expressly authorized by this Agreement, the
Program(s) or the supporting documentation. Licensee may, however, make one copy
of the Program(s) for backup purposes.
TERMINATION. Synon may terminate Licensee's right to use the Program(s) by
notice in writing to Licensee if Licensee breaches any material term of this
Agreement and such breach is not cured within 10 days after notice from Synon to
Licensee. Upon any termination of Licensee's rights to use the Program(s),
Licensee shall discontinue use of the Program(s), return all copies of the
Program(s) and supporting documentation and delete all copies of the Program(s)
from Licensee's CPUs and certify to Synon that it has done so.
MISCELLANEOUS. This Agreement is the complete statement of the terms and
conditions of Synon's license of the Program(s) and Synon's obligations to
Licensee. There are no representations, warranties, undertakings or agreements
between Synon and Licensee except as set forth in this Agreement. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California. This Agreement is effective upon execution by Synon at its principal
office located in Larkspur, California, USA.
